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HomeMy WebLinkAboutKJ ENTERPRISES LLC - 2001-07-16FILE NOTES Keep in File Keep In File Keep in File Keep In File 1. July 16, 2001 — RCA AS 01-022: F-4. (City Council) Approve the Settlement Agreement with KJ Enterprises, LLC and Accept Quitclaim__ Deed for the Acquisition of the Surface and Subsurface Rights Impacting the Parcel (APN 148- 121-17) Being Developed as the Reach Maintenance Facility — Approved Release Between City, and R. Stinnett and Accept Quitclaim Deed from R. Stinnett (600.10) Communication from the Administrative Services Director stating that the surface and subsurface rights must be acquired for the construction of the Beach Maintenance Facility on city -owned property located at 8669 Edison Way, north of Pacific Coast Highway and east of Newland Street. Recommended Action: Motion to: (a) Approve the Release dated June 9, 2001, between the City of Huntington Beach and Rosemarie Stinnett and authorize Real Property Agent to sign on behalf of the City and authorize the City Clerk to attest to the Release, Release; #b did not take place... and 2. (a) Approve and accept the Quitclaim Deed dated June 9, 2001, from Rosemarie Stinnett to the City of Huntington Beach and authorize the City Clerk to record the Quitclaim Deed on behalf of the city, (b) Authorize payment to Rosemarie Stinnett in the amount of $1,000; and 3. Approve the Settlement Agreement entitled "Settlement and Transfer Agreement and Release" between KJ Enterprises, LLC and the City of Huntington Beach and.authorize the Mayor to sign and the City Clerk to attest to the Settlement Agreement, subject to the approval of the final form of the Agreement by the City Administrator and City Attorney. The Agreement shall incorporate the "deal points" set forth In the July 16, 2001 Request for Council Action and shall further provide that KJ Enterprises shall defend and indemnify the City as to any environmental contamination relating to Parcel APN 148-121-15. The City Administrator is further authorized to extend the escrow for APN 148-121-17 as is necessary to implement this approval. and 4. Approve and accept the Quitclaim Deed from KJ Enterprises, LLC to the City of Huntington Beach and authorize the City Clerk to record the Quitclaim Deed on behalf of the City. [Approved as amended 6-1 (Cook No)] 1.1 July 25, 2001 — Executed Settlement Agreement (#3 of above RCA) AND executed Quitclaim Deed from KJ Enterprises, LLC (#4 of above RCA), gave Quitclaim to City Attorney's Office for recordation (in conjunction with outside Counsel). 2. January 16, 2002 — Checked with John Harris, Esq. (of Richards, Watson & Gershon) to see if he might have the original KJ Enterprises, LLC Quitclaim deed. ANSWER: Never received an answer. April 23, 2002 — Checked with Clerk -Recorder's Office to see if they might have received and recorded the Quitclaim Deed from KJ Enterprises, LLC to the City of Huntington Beach. ANSWER: They did not. Phone number called 714-834-2887. 4. June 19, 2002 -- Sent Rosemarie Stinnett Quitclaim to be RE -recorded, with new back page (City Clerk certification) (#2 of above RCA) — Originally sent to be recorded June 19, 2002. Talked with Bob Wheeler to continue search for original KJ Enterprises, LLC Quitclaim (not found as of yet). g.,4ahlkj-stinnettfilehistory.doc FILE NOTES Keep in File Keep In File Keep in File Keep In File 5. July 1, 2002 — RE -sent Rosemarie Stinnett Quitclaim with noted correction made per Clerk -Recorder's Office. 6. July 2, 2002 — Received response from City Attorney's Office for RLS No. 2002-0522 dated July 2, 2002 re: Stinnett file label change to KJ Enterprises, LLC. 7. July 3, 2002 — Received response from City Attorney's Office for RLS No. 2001-0516 dated June 20, 2002 re: June 19, 2002 meeting discussing Stinnett Quitclaim. 6. Date Unknown (early July 2002) — Received faxed copy of Stipulation for Entry of Judgment Pursuant to Settlement and Stipulation of Facts from the Law Offices of Richards, Watson & Gershon. 9. Date Unknown (early July 2002) — Received from the City Attorney's Office copy of recorded Stipulated Separate Judgment Quieting Title Against Defendant KJ Enterprises, LLC. 10. Date Unknown (mid -July 2002) — Received from the City Attorney's Office original recorded Stipulated Separate Judgment Quieting Title Against Defendant KJ Enterprises, LLC. 10. Date Unknown (mid -July 2002) — Received Rosemarie Stinnett Quitclaim Deed back from Clerk - Recorder's Office — DONE 11. Date Unknown (mid -July 2002) — Received Copy of KJ Enterprises, LLC Quitclaim Deed in the mail. It seems as though someone from the City had sent the document to John Harris, Esq. but it was returned for one reason or another. City Clerk's Office kept that copy, since we had no copy whatsoever. Nor did we even know it was actually recorded. 12. August 16, 2002 — Received from the Law Offices of Richards, Watson & Gershon via the City Attorney's Office the original certified and recorded Stipulated Separate Judgment Quieting Title Against Defendant Rosemarie Stinnett. 13. August 16, 2002 — Received from the Law Offices of Richards, Watson & Gershon via the City Attorney's Office the original Judgment Quieting Title (City of Huntington Beach v. KJ Enterprises, LLC. g rjahlki-sUnnettfilehistory.doc JOHN J. HARRIS ATTORNEY AT LAW RICHARDS. WAT50N T-RTY-EIGHTh MLOOR & CTER5MQN 333 SOUTH NODE STRtMr LOS ANGE.-ES_ CA 0007.- G4 ATrORNErS AT LAW [8131 828-8484 woi [SS 0w ...... — 0p TELECOP ER 12131 828-0078 RICHARD RICHARDS (1916-1988) GLENN R. WATSON ERWIN E. ADLER DAROLD D. PIEPER STEVEN L. DORSEY WILLIAM L. STRAUSZ MITCHELL E. ABBOTT GREGORY W. STEPANICICH ROCHELLE BROWNE WILLIAM B. RUDELL QUINN M. BARROW CAROL W. LYNCH GREGORY M. KUNERT THOMAS M. JIMBO ROBERT C. CECCON STEVEN H. KAUFMANN GARY E. GANS JOHN J. HARRIS KEVIN G. ENNIS ROBIN D. HARRIS MICHAELESTRADA LAURENCE S. WIENER STEVEN R. OAR B. TILDEN KIM SASKIA T. ASAMURA KAYSER 0. SLIME PETER M. THORSON LAMES L. MARKMAN CRAIG A. STEELE T. PETER PIERCE TERENCE R. BOGA L+SA BOND JANET E. COLESON AMY GREYSON DEBORAH R. HAKMAN WILLIAM A. CURLEY III 0. CRAIG FOX ROXANNE M. DIAZ ELANA A. LUBER TERESA 0. KLINKNER CHANDRA GEHRI SPENCER ROBERT H. PITTMAN ANN M. MAURER ROY A. CLARKE JAY F. GOLIDA ERIC M. ALDERETE MICHAEL F. YOSHIBA REGINA N. DANNER CLAU DID R. CHAVEZ PAULA GUTIERREZ BAEZA PETER K. KIM TERESA HO•URANO ALEXANDER ABBE AMY B. ALDERFER TOM K. ARA CARRIE H. AHN EFFIE K. TURNBULL ROBERT WATSON PATRICK K. BOBKO MARK E. MANDELL JULIET E. COX GEORGE M. YIN MATTHEW DE FERRANTI SONALI SARKAR JANDIAL KELLYA. CASILLAS DAVID M. SNOW Of COUNSEL HARRY L GERSHON MARK L LAMKEN SAYRE WEAVER WILLIAM K. KRAMER JIM G. GRAYSON MARTHA M. ESCUTIA SAN FRANCISCO OFFICE TELEPHONE 415.421.8484 FACSIMILE 415-421.8486 ORANGE COUNTY OFFICE TEE-EPHONE 714.990.0901 FACSIMILE 724.990.6230 �;�►�� RICHARDS I WATSON I GERSHON ATTORNEYS AT LAW —A PROFESSIONAL CORPORATION 355 South Grand Avenue, 4oth Floor. Los Angeles, California 90071.3101 Telephone 213.626.8484 Facsimile 213.626.0078 July 31, 2002 TO: Scott Field, Esq. Assistant City Attorney City of Huntington Beach Office of the City Attorney 2000 Main Street Huntington Beach, CA 92648 FROM: Lisa Bond SUB)ECT: City of Huntington Beach v. KI Enterprises, et al. ENCLOSED PLEASE FIND: ORIGINAL Judgment Quieting Title ® FOR YOUR FILES ❑ FOR YOUR INFORMATION ❑ FOR YOUR USE ❑ FOR REVIEW AND/OR COMMENTS ❑ IN ACCORDANCE WITH YOUR REQUEST ❑ PLEASE SIGN AND RETURN ❑ PLEASE TELEPHONE ME ❑ PLEASE ADVISE ME HOW TO REPLY ❑ PLEASE ADVISE ME HOW YOU WISH TO PROCEED ❑ PLEASE SIGN, DATE AND RETURN COPY TO ACKNOWLEDGE RECEIPT REMARKS: 12261 \0002\702594.1 o _C d Co,,;���rcd v�iE,� Originar 1� 1 GAIL C. HUTTON (57372) w -:CITY ATTORNEY x '2 CITY OF HUNTINGTON BEACH IX 2000 Main Street, 4th Floor 3Tuntington Beach, CA 92648 �P 4 lTelephone: (714) 536-5555 00 40arm Facsimile: (714) 374-1590 �S LU ER d °'�6°et . . 5 IFICI­IARDS, WATSON & GERSHON CoPoo �C. a �\ A Professional Corporation 6 IJOHN J. HARRIS (93841)-� LISA BOND (172342) ' ����`Pi�c� �`��' DQ� op° .PBRYAti1 AA 7 333 South Hope Street, 38` �Flr-' ��o���`'`\�\\� �Qa�" oo° Los Angeles, CA 90071-14 Pa oo 8 Telephone: (213) 626-V oota P 9 Facsimile: (213) 626' q;2PO °° 0 0° 10 Attorneys for Plaintifanc '�'� o0 CITY OF HUNTINGTON , ,,o 00 ° 11 °' 12 SUPERIOR t, JRT OF THE STATE OF CALIFORNIA 13 COUNTY OF ORANGE 14 15 CITY OF HUNTINGTON BEACH, a Case No. 01CC04184 municipal corporation, 16 [ASSIGNED FOR ALL PURPOSES TO Plaintiff, THE HONORABLE RAYMOND J. 17 IKOLA, DEPARTMENT CX-105] V. 18 F*0V0ND] filAftoW JUDGMENT K.J. ENTERPRISES, LLC, et al., QUIETING TITLE 19 Defendants. Exempt from Filing Fees Pursuant to Govt. Code 20 §6I03 21 a COMPLAINT FILED: March 28, 2001 TRIAL DATE: July 8, 2002 22 LAW & MOTION AND DISCOVERY 3 CUTOFF DATE: June 8, 2002 24 On July 8, 2002, this matter came on regularly for trial in Department CX-105 of the 25 above -entitled Court, the Honorable Raymond J. Ikola, presiding. Richards, Watson & Gershon 26 and John J. Harris. andlisa Bond appeared on behalf of the City of Huntington Beach 27 ("Plaintiff"). No appearances were made by any of the defendants. 28' 111 RICHARD"' "'SON h GER.HON Attorneys al Law B] AMENDED JUDGMENT QUIETING TITLE 1226110v021700304.1 1 2 3 4 5 6 7 8 a 10 11 12 13 14 15 1 16 17 18 19 20 1 21 22 23 24 25 26 27 28 RICHARDS, WATSON h GERSHON Attorneys at Law Plaintiff and Defendants, K.J. Enterprises, LLC ("KJ"), Terra Exploration & Production Company ("Terra"), Rosemarie Stinnett, as an individual and as Executrix and personal representative of the Estate of Roy L. Stinnett ("Stinnett"), and Robert Atha, as an individual and as executor and trustee and beneficiary of the estates and revocable living trusts of George C. Atha and Gladys Atha ("Atha"), having separately stipulated and agreed themselves, and by and through their respective attorneys of record, that separate judgments may be entered against them, pursuant to Code of Civil Procedure § 664.6, as set forth herein in accordance with the separate Stipulations For Entry of Judgment Pursuant to Settlement Agreement and Stipulation of Facts" (the "Stipulations") filed herein, and the Court having entered the defaults of the following Defendants: (1) The testate or intestate successors and all persons claiming by or through Atha M. Pickel, and E.W. Halvorson, aka Edwin Halvorson; (2) All persons unknown, claiming any legal or equitable right, title, estate, lien, or interest in the property described in the complaint adverse to Plaintiffs title, or any cloud on Plaintiffs title thereto; and (3) Does 1 through 100, inclusive; and Upon consideration of the pleadings and the oral and documentary evidence presented at trial and counsel being given a full opportunity to be heard, and upon good cause being shown therefor, IT IS HEREBY ADJUDGED, ORDERED AND DECREED that Plaintiff and Cross -defendant, the City of Huntington Beach (the "City") shall have judgment against defendants KJ ENTERPRISES, LLC, a California limited liability company; TERRA EXPLORATION & PRODUCTION COMPANY, a California corporation; ROSEMARIE STINNETT, as an individual and as Executrix and Personal Representative of the Estate of Roy L. Stinnett; and the Testate and Intestate Successors and All Persons Claiming By, Through Under GEORGE C, ATHA, ALTHA M. PICKEL, E.W. HALVORSON, aka Edwin Halvorson, -2.. [PROPOSED] AMENDED JUDGMENT QUIETING TITLE 1226110002V00304.1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDtr, WA78ON & GERSHON Attarnays at Law and All Persons Unknown, Claiming Any Legal or Equitable Right, Title, Estate, Lien, or interest in the Property Described in the -Complaint Adverse to. Plaintiff s Title, or Any Cloud On Plaintiffs Title Thereto (collectively the "Defendants"), and each of them, as follows: JUDGMENT IS HEREBY ENTERED in favor of Plaintiff and Cross - defendant, the City of Huntington Beach on its First Cause of Action to Quiet Title and Ninth Cause of Action for Declaratory Relief, against the Defendants, and each of them, as follows: I. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the following described property, located at or about 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D 1- 106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); subject to the following easements: (a) An easement over a portion of the Surface Property in favor of County Sanitation District No. l 1 of Orange County, California, and as described and set forth in an instrument recorded on September 13, 1956 in Book 3642, Page 551 of the Official Records of Orange County, California; and (b) An easement over a portion of the Surface Property in favor of Southern California Edison Company, as set forth in a partial quitclaim deed recorded on May 14, 1992 as Instrument No. 92-323521 of the Official Records of Orange County, California;. and 2. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the following described property, located in the City of Huntington Beach: 111 -3- [PROPOSED] AMENDED JUDGMENT QUIETING TITLE 12261=021700304.1 1 2 3 4 5 6 7 8 9 1Q 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON & GERSHON Attorneys at Law The oil, gas and mineral rights beneath the South half of the Northwest quarter of -the Southeast quarter (S/2NWI4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SW/4SE/4) of Section 13, Township 6 South, Range 1 I West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co, to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). (The Surface Property and the Mineral Rights are referred to collectively as the "Property"). 3. That certain oil and gas lease, dated January 15, 1952, between the City and George C. Atha, covering and affecting the Property, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587, as amended, modified and extended by the instruments attached as Exhibits A, B, C, D and E to the Complaint in this action, and referred to hereinafter as the "CHB Lease", expired and terminated on or prior to January 2000, and is of no further force and effect. 4. All working interests, royalty interests, liens, or other interests in and to the CHB Lease of the Defendants identified above, or in any way related to such lease, and all interest of all persons or entities claiming by, through, or under any of the Defendants, whether recorded or unrecorded, also expired or terminated on or prior to January 2000, and are of no further force or effect. 5. The Defendants and any person claiming by, through or under the Defendants, neither have, nor own any right, title, estate, lien or interest in either the Property, the Surface Property, or the Mineral Rights, more particularly described above, or in the CHB Lease, nor do they have the right to use or have any right of entry or access of the Property, the Surface Property or the Mineral Rights. 6. Except as expressly provided herein, the Second, Third, Fourth, Fifth, Sixth, Seventh, and Eighth Causes of Action set forth in the Complaint, are hereby dismissed without prejudice. .4- [PROPOSED) AMENDED JUDGMENT QUIETING TITLE 12261=02t7Q0304.1 1 7. The parties shall each bear their own costs, attorneys fees and other 2 expenses in connection with this action and this judgment. 3 8. The Clerk is directed to enter this judgment forthwith. 4 9. This judgment shall be considered final upon entry, and may be 5 immediately recorded in the Official Records of Orange County, California. 6 7 DATED: July 2002 L HONOF-WL"NNYMOND J. IKOLA 8 JUDGE OF E SUPERIOR COURT 9 10 it 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICMARDB, WATSON & OCROMON Allorneys al Law [PROPOSED] AMENDED JUDGMENT QUIETING TITLE 12261100021700304.1 2 3 4 5 6 7 9 10 11 12 13 M 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE, I, CJ ALSHULE, declare: I am a resident of the State of California and over the age of eighteen years, and not a party to the within action; my business address is Richards, Watson & Gershon, 40th Floor, 355 South Grand Avenue, Los Angeles, California 90071-1469. On July 11, 2002, I served the within document(s); [PROPOSED] AMENDED JUDGMENT QUIETING TITLE ❑ by causing facsimile transmission of the document(s) listed above from (213) 626-0078 to the person(s) and facsimile number(s) set forth below on this date before 5:00 P.M. This transmission was reported as complete and without error. A copy of the transmission report(s), which was properly issued by the transmitting facsimile machine, is attached. Service by facsimile has been made pursuant to a prior written agreement between the parties. ■ by placing the document(s) listed above in a sealed envelope with postage thereon fully prepaid, in the United States mail at Los Angeles, California addressed as set forth below. I am readily familiar with the firm's practice for collection and processing correspondence for mailing with the United States Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business. I am aware that on motion of the parry served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing contained in this affidavit. ❑ by placing the document(s) listed above in a sealed Federal Express envelope and affixing a pre -paid air bill, and causing the envelope to be delivered to an agent for delivery, or deposited in a box or other facility, in an envelope or package designated by the express service carrier, with delivery fees paid or provided for, addressed to the person(s) at the address(es) set forth below. SEE ATTACHED SERVICE LIST I declare under penalty of perjury under the laws of the State of that the above is true and correct. Executed on July 11, 2002. 12261\00021697616.1 1 2 Sti RYICE LIST 3 Stephen E. Cockriel, Esq. Attorney at Law 4 333 West Broadway, Suite 306 Long Beach, CA 90802 5 (562) 901-1447 Facsimile (562) 437-3492 6 Sidney Knable, Esq. 7 3465 Torrance Blvd., Suite "O" Torrance, CA 90503 8 (310) 543-1616 Facsimile (310) 543-5019 9 Rosemarie Stinnett 10 In Pro Per 34470 Briggs Road 11 Murrieta, CA 92563 12 Altha M. Pickel; E.W. Halvorson, aka Edwin Halvorson; and 13 All Persons Unknown, Claiming Any Legal or Equitable Right, Title, Estate, Lien, or Interest in the Property Described in the Complaint Adverse to Plaintiffs Title, or Any 14 Cloud On Plaintiffs Title Thereto c/o Cleric of the Court 15 Pursuant to C.C.P. § 1011(b) Complex Civil Center (CXC) 16 751 West Santa Ana Blvd. Santa Ana, CA 92701 17 18 19 20 21 22 23 24 ' 25 26 27 28 122611 02\697616.1 .2. - TMSih]iKUMhNI ISACORl%i i L—w1 01 THE ORIGINAL ON FILE IN THIS OFFICE v6T. AI TEST. (DATE) JUL 2 5 2002 MAN SLATM E)MCUME COICER AND CLERK OF THE SUYRRIOR COURT OF THE STATE 1.)F CAUIFORNI4k RV AND FOR THE COUNTY OF ORANGE • tiM �_ • a 0 R 2 4 t 3 4 6 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARa5, WATSON h GERSkON Attorneys; it Law GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH H000 Main Street, 4th Floor untington Beach, CA 92648 ,elephone: (714) 536-5555 acsimile: (714) 374-1590 and rJO CHARDS, WATSON & GERSHON Professional Corporation HN-J. HARRIS (93941) LISA BOND (172342) 333 South Hope Street, 38' Floor Los Angeles, CA 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 Attorneys for Plaintiff and Cross -Defendant CITY -OF HUNTINGTON BEACH FILED SUPERIOR CouRTOF CALIFORMA COUNTY OF ORANGE CENTRAL JUSTICE CENTER J U L 1 5 7002 ALAN SLATER. Clem 0f ft COO By NORA O BRY SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, V. K.J. ENTERPRISES, LLC, et al., Defendants. AND RELATED ACTION. Case No. O1 CCO4184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENT CX-105] [R$ JUDGMENT QUIETING TITLE Exempt from Filing Fees Pursuant to Govt. Cade §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: July 8, 2002 LAW & MOTION AND DISCOVERY CUTOFF DATE: June 8, 2002 On July 8, 2002, this matter came on regularly for trial in Department CX-105 of the above -entitled Court, the Honorable Raymond J. Ikola, presiding. Richards, Watson & Gershon and John J. Harris and Lisa Bond appeared on behalf of the City of Huntington Beach ("Plaintiff'). No appearances were made by any of the defendants. 111 [PROPOSED] AMENDED JUDGMENT QUIETING TITLE 12261100021'00304.1 1 Plaintiff and Defendants, K.J. Enterprises, LLC ("KJ"), Terra Exploration & Production 2 Company ("Terra"), Rosemarie Stinnett, as an individual and as Executrix and personal 3 representative of the Estate of Roy L. Stinnett ("Stinnett"), and Robert Atha, as an individual and 4 as executor and trustee and beneficiary of the estates and revocable living trusts of George C. 5 Atha and Gladys Atha ("Atha"), having separately stipulated and agreed themselves, and by and 6 through their respective attorneys of record, that separate judgments may be entered against 7 them, pursuant to Code of Civil Procedure § 664.6, as set forth herein in accordance with the 8 separate Stipulations For Entry of Judgment Pursuant to Settlement Agreement and Stipulation of 9 Facts" (the "Stipulations") filed herein, and the Court having entered the defaults of the 10 following Defendants: 11 (1) The testate or intestate successors and all persons claiming by or 12 through Atha M. Pickel, and E.W. Halvorson, aka Edwin 13 Halvorson; 14 (2) All persons unknown, claiming any legal or equitable right, title, 15 estate, lien, or interest in the property described in the complaint 16 adverse to Plaintiffs title, or any cloud on Plaintiffs title thereto; 17 and 18 (3) Does 1 through 100, inclusive; and 19 Upon consideration of the pleadings and the oral and documentary evidence 20 presented at trial and counsel being given a full opportunity to be heard, and upon good cause 21 being shown therefor, 22 IT IS HEREBY ADJUDGED, ORDERED AND DECREED that Plaintiff and 23 Cross -defendant, the City of Huntington Beach (the "City") shall have judgment against 24 defendants KJ ENTERPRISES, LLC, a California limited liability company; TERRA 25 EXPLORATION & PRODUCTION COMPANY, a California corporation; ROSEMARIE 26 STINNETT, as an individual and as Executrix and Personal Representative of the Estate of Roy I 27 L. Stinnett; and the Testate and Intestate Successors and All Persons Claiming By, Through 28 Under GEORGE C. ATHA, ALTHA M. PICKEL, E.W. HALVORSON, aka Edwin Halvorson, RICHARDS. WATSON h GERSH.N Attorneys et t srt +2- (PROPOSED] AMENDED JUDGMENT QUIETING TITLE 12261\0002\700304.1 I and All Persons Unknown, Claiming Any Legal or Equitable Right, Title, Estate, Lien, or Interest 2 in the Property Described in the Complaint Adverse to Plaintiff's Title, or Any Cloud On 3 Plaintiffs Title Thereto (collectively the "Defendants"), and each of them, as follows: 4 JUDGMENT IS HEREBY ENTERED in favor of Plaintiff and Cross- 5 defendant, the City of Huntington Beach on its First Cause of Action to Quiet Title and Ninth 6 Cause of Action for Declaratory Relief, against the Defendants, and each of them, as follows: 7 1. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the 8 following described property, located at or about 8669 Edison Way, north of Pacific Coast 9 Highway and East of Newland Avenue, in the City of Huntington Beach: - 10 That portion of the East 500.00 feet of the North 200.00 feet of the South Half of 11 the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, 12 Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying: 13 southerly and southwesterly of a strip of land, 145.00 feet wide, described as 14 Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, 15 Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange 16 County, California, and further described as Assessor's Parcel No. 148-121-17 17 (the "Surface Property"); subject to the following easements: 18 (a) An easement over a portion of the Surface Property in favor of County 19 Sanitation District No. 11 of Orange County, California, and as described 20 and set forth in an instrument recorded on September 13, 1956 in Book 21 3642, Page 551 of the Official Records of Orange County, California; and 22 (b) An easement over a portion of the Surface Property in favor of Southern 23 California Edison Company, as set forth in a partial quitclaim deed 24 recorded on May 14, 1992 as Instrument No. 92-323521 of the Official 25 Records of Orange County, California;. and 26 2. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the 27 following described property, located in the City of Huntington Beach: 28 I 111 RJC4AROS, WATSON e GERSHON Attorneys at Law -3- [PROPOSED] AMENDED JUDGMENT QUIETING TITLE -- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON h GEttSNON Atto+neys at Law The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S12NW14SE14) and all that portion of the Southwest quarter of the Southeast quarter (SWASE14) of Section 13, Township 6 South, Range 1 I West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). (The Surface Property and the Mineral Rights are referred to collectively as the "Property"). 3. That certain oil and gas lease, dated January 15, 1952, between the City and George C. Atha, covering and affecting the Property, which wras recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587, as amended, modified and extended by the instruments attached as Exhibits A, B, C, D and E to the Complaint in this action, and referred to hereinafter as the "CHB Lease", expired and terminated on or prior to January 2000, and is of no further force and effect. 4. All working interests, royalty interests, liens, or other interests in and to the CHB Lease of the Defendants identified above, or in any way related to such lease, and all interest of all persons or entities claiming by, through, or under any of the Defendants, whether recorded or unrecorded, also expired or terminated on or prior to January 2000, and are of no further force or effect. 5. The Defendants and any person claiming by, through or under the Defendants, neither have, nor'own any right, title, estate, lien or interest in either the Property, the Surface Property, or the Mineral Rights, more particularly described above, or in the CHB Lease, nor do they have the right to use or have any right of entry or access of the Property, the Surface Property or the Mineral Rights. 6. Except as expressly provided herein, the Second, Third, Fourth, Fifth, Sixth, Seventh, and Eighth Causes of Action set forth in the Complaint, are hereby dismissed without prejudice. -4- [PROPOSED] AMENDED JUDGMENT QUIETING TITLE - t���t�nnm�;nn�na t _ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RiCHAROS, WAT80N A GER.N \ Attorneys at Law 7. The parties shall each bear their own costs, attorney's fees and other expenses in connection with this action and this judgment. 8. The Cleric is directed to enter this judgment forthwith. 9. This judgment shall be considered final upon entry, and may be immediately recorded in the Official Records of Orange County, California. DATED: July 2002 RiIy"D I iKOLA HONORABLE RAYMOND J. IKOLA JUDGE OF THE SUPERIOR COURT -5- [PROPOSED] AMENDED JUDGMENT QUIETING TITLE 2 3 4 5 6 7 8 9 l0 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE 1, CJ ALSHULE, declare: I am a resident of the State of California and over the age of eighteen years, and not a party to the within action; my business address is Richards, Watson & Gershon, 40th floor, 355 South Grand Avenue, Los Angeles, California 90071-1469. On July 11, 2002, T served the within document(s): 1PROPOSEDj AMENDED JUDGMENT QUIETING TITLE ❑ by causing facsimile transmission of the documents) listed above from (213) 626-0078 to the person(s) and facsimile number(s) set forth below on this date before 5:00 P.M. This transmission was reported -as complete and without error. A copy of the transmission report(s), which was properly issued by the transmitting facsimile machine, is attached. Service by facsimile has been made pursuant to a prior written agreement between the parties. ■ by placing the document(s) listed above in a sealed envelope with postage: thereon fully prepaid, in the United States mail at Los Angeles, California addressed as set forth below. I am readily familiar with the firms practice for collection and processing correspondence for mailing with the United States Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing contained in this affidavit. ❑ by placing the document(s) listed above in a sealed Federal Expresset envelope and affixing a pre -paid air bill, and causing the envelope to be delivered to an agent for delivery, or deposited in a box or other facility, in an envelope or package designated by the express service carrier, with delivery fees paid or provided for, addressed to the person(s) at the address(es) set forth below. SEE ATTACHED SERVICE LIST I declare under penalty of perjury under the laws of the State of that the above is true and correct. Executed on July 11, 2002. 12261 7616.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SERVICE LIST Stephen E. Cockriel, Esq. Attorney at Law ' 333 West Broadway, Suite 306 Long Beach, CA 90802 (562)901-1447 Facsimile (562) 437-3492 Sidney Knable, Esq. 3465 Torrance Blvd., Suite "0" Torrance, CA 90503 (310) 543-1616 Facsimile (310) 543-5019 Rosemarie Stinnett In Pro Per 34470 Briggs Road Murrieta, CA 92563 Altha M. Pickel; E.W. Halvorson, aka Edwin Halvorson; and All Persons Unknown, Claiming Any Legal or Equitable Right, Title, Estate, Lien, or Interest in the Property Described in the Complaint Adverse to Plaintiffs Title, or Any Cloud On Plaintiffs Title Thereto c/o Clerk of the Court Pursuant to C.C.P. § 1011(b) Complex Civil Center (CXC) 751 West Santa Ana Blvd. Santa Ana, CA 92701 122611 002\697616.1 - 2 - 2 3 4 5 6 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE 1, CJ ALSHULE, declare: I am a resident of the State of California and over the age of eighteen years, and not a party to the within action; my business address is Richards, Watson & Gershon, 40th Floor, 355 South Grand Avenue, Los Angeles, California 90071-1469. On July 17, 2002, 1 served the within document(s): JUDGMENT QUIETING TITLE [SIGNED BY THE HONORABLE RAYMOND J. IKOLAJ ❑ by causing facsimile transmission of the document(s) listed above from (213) 626-0078 to the person(s) and facsimile number(s) set forth below on this date before 5:00 P.M. This transmission was reported as complete and without error. A copy of the transmission report(s), which was properly issued by the transmitting facsimile machine, is attached. Service by facsimile has been made pursuant to a prior written agreement between the parties. ■ by placing the document(s) listed above in a sealed envelope with postage thereon fully prepaid, in the United States mail at Los Angeles, California addressed as set forth below. I am readily familiar with the firm's practice for collection and processing correspondence for mailing with the United States Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing contained in this affidavit. G by placing the document(s) listed above in a sealed Federal Express envelope and affixing a pre -paid air bill, and causing the envelope to be delivered to an agent for delivery, or deposited in a box or other facility, in an envelope or package designated by the express service carrier, with delivery fees paid or provided for, addressed to the person(s) at the addresses) set forth below. SEE ATTACHED SERVICE LIST I declare under penalty of perjury under the laws of the State of California that the above is true and correct. Executed on July 17, 2002. JIALTSHULE 12261 \41002\697616.1 1' 2' 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SERVICE L[ST Stephen E. Cockriel, Esq. Attorney at Law 333 West Broadway, Suite 306 Long Beach, CA 90802 (562) 901-1447 Facsimile (562) 437-3492 Sidney Knable, Esq. 3465 Torrance Blvd., Suite "0" Torrance, CA 90503 (310) 543-1616 Facsimile (310) 543-5019 Rosemarie Stinnett In Pro Per 34470 Briggs Road Murrieta, CA 92563 Altha M. Pickel; E.W. Halvorson, aka Edwin Halvorson; and All Persons Unknown, Claiming Any Legal or Equitable Right, Title, Estate, Lien, or Interest in the Property Described in the Complaint Adverse to Plaintiffs Title, or Any Cloud On Plaintiffs Title Thereto c/o Clerk of the Court Pursuant to C.C.P. § 1011(b) Complex Civil Center (CXC) 751 West Santa Ana Blvd. Santa Ana, CA 92701 12261\0002\697616.1 - 2 - RICHARD RICHARDS (1916-1988' GL£NN R. WATSON ERWIN E. ADLER - DAROLD D. PIEPER STEVEN L DORSEY WILLIAM L STRAUSZ MITCHELL E. ABBOTT GREGORY W. STEPANICICH ROCHELLE BROWNE WILLIAM B. RUDELL QUINN M. BARROW CAROL W. LYNCH GREGORY M. KUNERT THOMAS M. JIMBO ROBERT C. CECCON STEVEN H. KAUFMANN GARY E. GANS JOHN J. HARRIS KEVIN G. ENNIS ROBIN D. HARRIS MICHAELESTRADA LAURENCE S.WIENER STEVEN R. ORR B. TILDEN KIM SASKIA T. ASAMURA KAYSER 0. SLIME PETER M. THORSON JAMES L. MARKMAN CRAIG A. STEELE T. PETER PIERCE TERENCE R. BOGA LISA BOND JANET E. COLESON AMY GREYSON DEBORAH R. HAKMAN WILLIAM P. CURLEY III D. CRAIG FOX ROXANNE M. DIAZ E+.AN A A. B ER TERESA B. KLINKN ER CHANDRA GENRI SPENCER ROBERT H. PITTMAN ANN M. MAURER ROY A. CLARKE JAY F. GOLI DA ERIC M. ALDERETE MICHAEL F. YOSHIBA REGINA N. DANNER CLAUDIO R. CHAVEZ PAULA GUTIERREZ BAEZA PETER K. KIM TERESA HO-URANO ALEXANDER ABBE AMY B. ALDERFER TOM K. ARA CARRIE H. AHN EFFIE K. TURN BULL ROBERT WATSON PATRICK K. BOBKO MARK E. MAN DELL JULIET E. COX GEORGE M. YIN MATTHEW DE FERRANTI SONALI SARKAR JANDIAL KELLY A. CASILLAS DAVID M. SNOW OF COUNSEL HARRY L GERSHON MARK L LAMKEN SAYRE WEAVER WILLIAM K. KRAMER I I M G. GRAYSON MARTHA M. ESCUTIA SAN FRANCISCO OFFICE TE-FP-ONE 415.421.8484 FACSIMILE 415.42:.8486 ORANGE COUNTY OFFICE TELEPHONE 714.990.0901 FACSIMILE 714.990.6230 ���►�� ROARDS I WATSON' GERSHON ATTORNEYS AT LAW —A PROFESSIONAL CORPORATION 355 South Grand Avenue, 4oth Floor, Los Angeles, California 90071-3101 Telephone 213.626,8484 Facsimile 213.626.0078 Al �ti L F.iaJ f C _ Y I C' FZ IE r July 17, 2002 x C= _ TO: Scott Field, Esq. =- Assistant City Attorney; City of Huntington Beach — �'-- Office of the City Attorney 2000 Main Street Huntington Beach, CA 92648 ry zz FROM: Lisa Bond — S U BI ECT: City of Huntington Beach v. KJ Enterprises, et al. ENCLOSED PLEASE FIND: ORIGINAL Certified and Recorded Stipulated Separate Judgment Quieting Title Against Defendant Rosemarie Stinnett ® FOR YOUR FILES ❑ FOR YOUR INFORMATION ❑ FOR YOUR USE ❑ FOR REVIEW AND/OR COMMENTS ❑ IN ACCORDANCE WITH YOUR REQUEST ❑ PLEASE SIGN AND RETURN ❑ PLEASE TELEPHONE ME ❑ PLEASE ADVISE ME HOW TO REPLY ❑ PLEASE ADVISE ME HOW YOU WISH TO PROCEED ❑ PLEASE SIGN, DATE AND RETURN COPY TO ACKNOWLEDGE RECEIPT REMARKS: 1226 1\0002\702245. { • 1 2 31 Es s c 0 C= m a R.X C 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON 6 GERBHONgy� Attorneys at E GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and KtICHARDS, WATSON & GERSHON A Professional Corporation OHN J. HARRIS (93841) .ISA BOND (172342) �55 South Grand Avenue, 40' Floor �I os Angeles, CA 90071-3101 �elephone: (213) 626-8484 acslmile: (213) 626-0078 Attorneys fdr Plaintiff and Crass-Defendan, CITY OF HUNTINGTON BEACH • FILED SUPERIOR COURT OF CALIFMa COUNTY OF ORANGE CENTRAL JUSTICE CENTER ALAr� SLATER. C * jV*C=W"Wr nom IV - Recorded in Official Records, County of Orange Darlene Bloom, Interim Clerk -Recorder 111.11l}!i; ll!'! Illll !I�i 1l�il i�ii! �!!il ii�l! I!I!i ll,l.�llil 8.00 20020622484 09.-50am 07/26102 115 67 J02 7 0 nn 0 110 0 00 0.00 12.00 0.00 0.00 0.00 SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, V. K.J. ENTERPRISES, LLC, et al., Defendants. AND RELATED ACTION. Case No. 01 CC04184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENT CX-105] STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ROSEMAR.IE STINNETT Exempt from Filing Fees Pursuant to Goer. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: June 24, 2002 LAW & MOTION AND DISCOVERY CUTOFF DATE: May 28, 2002 In the above entitled case, Plaintiff and Cross -defendant, the City of Huntington Beach ("Plaintiff') and Defendant Rosemarie Stinnett, as an individual and as Executrix and personal representative of the estate of Roy L. Stinnett ("Stinnett"), having stipulated and agreed as between themselves, and by and through their respective attorneys of record, that a separate STIPULATED SEPARATE JUDGMENT QUIETING TITLE A0AINST DEFENDANT ROSEMARIE STINNETT 1226A00021696204.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATBON h GERSHON Attorneys at Law judgment may be entered, pursuant to Code of Civil Procedure § 664.6, as set forth herein in accordance with the "Stipulation For Entry of Judgment Pursuant to Settlement Agreement and Stipulation of Facts" (the "Stipulation") filed herein, and the Court having reviewed and considered the Stipulation and the stipulated facts set forth in the Stipulation, and having entered an order thereon, as requested by such parties, and such parties having waived any right to notice or a hearing or to any appeal or other review or consideration or reconsideration of the judgment; Il and Defendant, Stinnett, having entered into such Stipulation, disclaiming any right, title or interest in the property of Plaintiff described below, and having quitclaimed any such interest, pursuant to C.C.P. §761.030(b); and The Court having determined that a separate and final judgment may be entered in favor of Plaintiff against Defendant Stinnett, in accordance with C.C.P. §§578 and 579; and Upon good cause being shown therefor, IT IS HEREBY ADJUDGED, ORDERED AND DECREED that Plaintiff and Cross -defendant, the City of Huntington Beach (the "City") shall have judgment against Defendant Rosemarie Stinnett, as an individual and as Executrix and personal representative of the estate of Roy L. Stinnett ("Stinnett"), as follows: JUDGMENT IS HEREBY ENTERED in favor of Plaintiff and Cross - defendant, the City of Huntington Beach on its First Cause of Action to Quiet Title and Ninth Cause of Action for Declaratory Relief, against Defendant Stinnett, as follows: 1. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the following described property, located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the -2- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ROSEMARIE STINNETT 12261100021696204.1 • 0 • I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON R GERSHON Attorneys at Low Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SWASEA) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). (The Surface Property and the Mineral Rights are referred to collectively as the "Property"); 2. Stinnett and any person claiming by, through or under Stinnett neither has, nor owns any right, title, estate, lien or interest in either the Property, the Surface Property, or the Mineral Rights, more particularly described above, or in the CHB Lease, nor do they have the right to use or have any right of entry or access of the Property, the Surface Property or the Mineral Rights, 3. As between the Plaintiff and Stinnett, such parties shall each bear their own costs, allomey's fees and other expenses in connection with this action and this judgment. 4. The Clerk is directed to enter this judgment forthwith. S. This separate judgment shall be considered final upon entry, and may be immediately recorded in the Official Records of Orange County, California. DATED: July t� , 2002 V (�� Z,-A /I , lh�� HONOXABYE RAYVOND J. IKOLA JUDGE OF THE SUPERIOR COURT —3- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ROSEMARIE STINNETT 1226A00021696204.1 2 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE I, CJ ALSHULE, declare: I am a resident of the State of California and over the age of eighteen . years, and not a party to the within action; my business address is Richards, Watson & Gershon, 40th FIoor, 355 South Grand Avenue, Los Angeles, California 90071-1469. On July 8, 2002, I served the within document(s): STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ROSEMARIE STINNETT . ❑ by causing facsimile transmission of the document(s) listed above from (213) 626-0078 to the person(s) and facsimile number(s) set forth below on this date before 5.00 P.M. This transmission was reported as complete and without error. A copy of the transmission report(s), which was properly issued by the transmitting facsimile machine, is attached. Service by facsimile has been made pursuant to a prior written agreement between the parties. ■ by placing the document(s) listed above in a sealed envelope with postage thereon fully prepaid, in the United States mail at Los Angeles, California addressed as set forth below. I am readily familiar with the fiirm's practice for collection and processing correspondence for mailing with the United States Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing contained in this affidavit. ❑ by placing the document(s) listed above in a sealed Federal Express envelope and affixing a pre -paid air bill, and causing the envelope to be delivered to an agent for delivery, or deposited in a box or other facility, in an envelope or package designated by the express service carrier, with delivery fees paid or provided for, addressed to the person(s) at the address(es) set forth below. SEE ATTACHED SERVICE LIST I declare under penalty of perjury under the laws of the State of California that the above is true and correct. 11-, Executed on July 8, 2002. 12261111002\697616.1 1 2 SERVICE LIST 3 Stephen E. Cockriel, Esq. Attorney at Law 4 333 'West Broadway, Suite 306 Long Beach, CA 90802 5 (562) 901-1447 Facsimile (562) 437-3492 6 Sidney Knable, Esq. 7 3465 Torrance Blvd., Suite "O" Torrance, CA 90503 8 (310) 543-1616 Facsimile (310) 543-5019 9 Rosemarie Stinnett 10 In Pro Per 34470 Briggs Road 11 Murrieta, CA 92563 12 Altha M. Pickel; E.W. Halvorson, aka Edwin Halvorson; and 13 All Persons Unknown, Claiming Any Legal or Equitable Right, Title, Estate, Lien, or Interest in the Property Described in the Complaint Adverse to Plaintiffs Title, or Any 14 Cloud On Plaintiffs Title Thereto c/o Clerk of the Court 15 Pursuant to C.C.P. § I011(b) Complex Civil Center (CXC) 16 751 West Santa Ana Blvd. Santa Ana, CA 92701 17 18 19 20 21 22 23 24 11 25 26 2728 y i •R gyp' � :Y`[•._ �!•.e,.'.. - lr1 122611 021697616.1 - 2 - TH1S iN51 KUMEN I iS A CORE; .. i ... �� ! 01, THE ORIGINAL ON FILE IN TEUS OFFICE ATr EST. (DATH) J U L 2 5 2002 ALAN SLATER, EXECLMV9 0MCHR AND CLERK OF THE SUPERIOR COURT OF THE STATE vF CALIFORNIA IN AND POR THE COUNTY OF ORANGE 1, 2 3 pi oz( x0 o tof Mm za 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 R[Cm AROS. WATSON h GCRSNON Att0,reya at Law GAIL C. HUTTON (57372) _ CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and CHARDS, WATSON & GERSHON A Professional Corporation YOHN J. HARRIS (93841) :.ISA BOND (172342) 455 South Grand Avenue, 40' Floor los Angeles, CA 90071-31.01 kelephone: (213) 626-8484 simile: (213) 626-0078 Attorneys for Plaintiff and Cross -Defendant CITY OF HL-NTINGTON BEACH FILED SUPE9+69 OF M*Wt* COUN Cif ORANGE CENTRAL JUSTICE CENTER JUL 1 5 7002 -AV ^N SLATER. C lem 01 Ae Carl /a14- &673 . , ev NwAtawww SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, V. K.J. ENTERPRISES, LLC, et at., Defendants. AND RELATED ACTION. Case No. 01 CC04184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENT CX-105] STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ROSEMARIE STINNETT Exempt from Filing Fees Pursuant to Govt. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: June 24, 2002 LAW & MOTION AND DISCOVERY CUTOFF DATE: May 28, 2002 In the above entitled case, Plaintiff and Cross -defendant, the City of Huntington Beach ("Plaintiff') and Defendant Rosemarie Stinnett, as an individual and as Executrix and personal representative of the estate of Roy L. Stinnett ("Stinnett"), having stipulated and agreed as between themselves, and by and through their respective attomeys of record, that a separate STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ROSEMARIE STI'.v'NETT i»Fi�nnn?�h9hzna i 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS. WAT30w Q GERSHON Anarnay■ at Law judgment may be entered, pursuant to Code of Civil Procedure § 664.6, as set forth herein in accordance with the "Stipulation For Entry of Judgment Pursuant to Settlement Agreement and Stipulation of Facts" (the "Stipulation") filed herein, and the Court having reviewed and considered the Stipulation and the stipulated facts set forth in the Stipulation, and having entered an order thereon, as requested by such parties, and such parties having waived any right to notice or a hearing or to any appeal or other review or consideration or reconsideration of the judgment; and Defendant, Stinnett, having entered into such Stipulation, disclaiming any right, title or interest in the property of Plaintiff described below, and having quitclaimed any such interest, pursuant to C.C.P. §761.030(b); and The Court having determined that a separate and final judgment may be entered in favor of Plaintiff against Defendant Stinnett, in accordance with C.C.P. §§578 and 579; and Upon good cause being shown therefor, IT IS HEREBY ADJUDGED, ORDERED AND DECREED that Plaintiff and Cross -defendant, the City of Huntington Beach (the "City") shall have judgment against Defendant Rosemarie Stinnett, as an individual and as Executrix and personal representative of the estate of Roy L. Stinnett ("Stinnett"), as follows: JUDGMENT IS HEREBY ENTERED in favor of Plaintiff and Cross - defendant, the City of Huntington Beach on its First Cause of Action to Quiet Title and Ninth Cause of Action for Declaratory Relief, against Defendant Stinnett, as follows: I. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the following described property, located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range I I West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the -2- _ STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ROSEMARIE STEN-NETT I?7l,I5f1/1A?5(0/.7tld 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHAROS. WATSON & GERSHON Attorneys at Law Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SWASE/4) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). (The Surface Property and the Mineral Rights are referred to collectively as the "Property„); 2. Stinnett and any person claiming by, through or under Stinnett neither has, nor owns any right, title, estate, lien or interest in either the Property, the Surface Property, or the Mineral Rights, more particularly described above, or in the CHB Lease, nor do they have the right to use or have any right of entry or access of the Property, the Surface Property or the Mineral Rights. 3. As between the Plaintiff and Stinnett, such parties shall each bear their own costs, attorney's fees and other expenses in connection with -this action and this judgment. 4. The Clerk is directed to enter this judgment forthwith. 5. This separate judgment shall be considered final upon entry, and may be immediately recorded in the Official Records of Orange County, California. DATED. July', 2002 RAYMOND I IKOLA HONORABLE RAYMOND J. IKOLA JUDGE OF THE SUPERIOR COURT ,3, STIPULATED SEPARATE JUDGMENT QUIETrNG TITLE AGAINST DEFENDANT ROSEMARIE STr..iNETT 12261100021696204,1 2 4 C� 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE I, CJ ALSHULE, declare: I am a resident of the State of California and over the age of eighteen years, and not a party to the within action; my business address is Richards, Watson & Gershon, 40th Floor, 355 South Grand Avenue, Los Angeles, California 90071-1469. On July 8, 2002, I served the within document(s): STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ROSEMARIE STINNETT ❑ by causing facsimile transmission of the document(s) listed above from (213) 626-0078 to the person(s) and facsimile number(s) set forth below on this date before 5:00 P.M. This transmission was reported as complete and without error. A copy of the transmission report(s), which was properly issued by the transmitting facsimile machine, is attached. Service by facsimile has been made pursuant to a prior written agreement between the parties. ■ by placing the document(s) listed above in a sealed envelope with postage` thereon fully prepaid, in the United States mail at Los Angeles, California addressed as set forth below. I am readily familiar with the firm's practice for collection and processing correspondence for mailing with the United States Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing contained in this affidavit. ❑ by placing the document(s) listed above in a sealed Federal Express envelope and affixing a pre -paid air bill, and causing the envelope to be delivered to an agent for delivery, or deposited in a box or other facility, in an envelope or package designated by the express service carrier, with delivery fees paid or provided for, addressed to the person(s) at the address(es) set forth below. SEE ATTACHED SERVICE LIST I declare under penalty of perjury under the laws of the State of California that the above is true and correct. Executed on July 8, 2002. 12 261 `.Q100T697616.1 1 2 SERVICE LIST 3 Stephen E. Cockriel, Esq. Attorney at Law 4 333 West Broadway, Suite 306 Lone Beach, CA 90802 5 (562) 901-1447 Facsimile (562) 437-3492 b Sidney Knable, Esq. 7 3465 Torrance Blvd., Suite " O" Torrance, CA 90503 8 (310)543-1616 Facsimile (310) 543-5019 9 Rosemarie Stinnett 10 In Pro Per 34470 Briggs Road I I Murrieta, CA 92563 12 Altha M. Picket; E.W. Halvorson, aka Edwin Halvorson; and 13 All Persons Unknown, Claiming Any Legal or Equitable Right, Title, Estate, Lien, or Interest in the Property Described in the Complaint Adverse to Plaintiffs Title, or Any 14 Cloud On Plaintiffs Title Thereto c/o Clerk of the Court 15 Pursuant to C.C.P. § 1011(b) Complex Civil Center (CXC) 16 751 West Santa Ana Blvd. Santa Ana, CA 92701 17 18 19 20 21 22 23 24 25 26 27 28 122611 021697616.1 - 2 - 2 3 4 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE I, CJ ALSHULE, declare: i am a resident of the State of California and over the age of eighteen years, and not a party to the within action; my business address is Richards, Watson & Gershon, 40th Floor, 355 South Grand Avenue, Los Angeles, California 90071-1469. On July 17.2002, I served the within document(s): STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ROSEMARIE STINNETT [SIGNED BY THE HONORABLE RAYMOND J. IKOLA] ❑ by causing facsimile transmission of the document(s) listed above from (213) 626-0078 to the person(s) and facsimile number(s) set forth below on this date before 5:00 P.M. This transmission was reported as complete and without error. A copy of the transmission report(s), which was properly issued by the transmitting facsimile machine, is attached. Service by facsimile has been made pursuant to a prior written agreement between the parties. ■ by placing the document(s) listed above in a sealed envelope with postage thereon fully prepaid, in the United States mail at Los Angeles, California addressed as set forth below. I am readily familiar with the firm's practice for collection and processing correspondence for mailing with the United States Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing contained in this affidavit. Ll by placing the document(s) listed above in a sealed Federal Express envelope and affixing a pre -paid air bill, and causing the envelope to be delivered to an agent for delivery, or deposited in a box or other facility, in an envelope or package designated by the express service carrier, with delivery fees paid or provided for, addressed to the person(s) at the address(es) set forth below. SEE ATTACHED SERVICE LIST I declare under penalty of perjury under the laws of the State of California that the above is true and correct. Executed on July 17, 2002. 1 ' CJ ALTSHULE 12 26110021697616.1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SERVICE LIST Stephen E. Cockriel, Esq. Attorney at Law 333 West Broadway, Suite 306 Long Beach, CA 90802 (562) 901-1447 Facsimile (562) 437-3492 Sidney Knable, Esq. 3465 Torrance Blvd., Suite "O" Torrance, CA 90503 (310)543-1616 Facsimile (310) 543-5019 Rosemarie Stinnett In Pro Per 34470 Briggs Road Murrieta, CA 92563 Altha M. Pickel; E.W. Halvorson, aka Edwin Halvorson; and All Persons Unknown, Claiming Any Legal or Equitable Right, Title, Estate, Lien, or Interest in the Property. Described in the Complaint Adverse to Plaintiffs Title, or Any Cloud On Plaintiffs Title Thereto c/o Clerk of the Court Pursuant to C.C.P. § 1011(b) Complex Civil Center (CXC) 751 West Santa Ana Blvd. Santa Ana, CA 92701 12261*021697616.1 - 2 - J[ L-15-02 "":ON 09: 29 4u r AX NO, (`iiTY CLERkibRi tw RECORDING REQUESTED B AND WHEN RECORDED RETURNTO; Office of the City Clerk City of Iiuotington Beach 2COa Main Street Huntington Bench, CA 92648 Recorded in Official Recorcis.County of Orange Gary L, Granville, Clerk -Recorder FEE 20010523248 04:30pm OV31 /01 200 48 Q01 A30 7 0.00 0.00 0,00 0.00 0.00 0.00 0.00 0.0o This document is salQty for the 10i^': :;�i �o.c r; :':cet A�;ancy officlal business of the City CITY OF IT'i7INSTON BEACH of Huntington Beach, as contsm- _�iAPN l 1 4.8-12 t 1 7 piatod under Government Coda - Sec. 6103 and should be recorded rY:.... ....... �................. '•' fYc::3 of Charge!. - ^i.`Y ity Clerk - DEED, ASSIGNMENT. QUY1-CLA1M-AN. Q SU-RRFNVFR OF OIL AND GAS LEASE THIS DEED, ASSIGNMENT, QUITCLAIM AND SURRENDER OF OIL AND GAS LEASE (the "Deed"), is entered into at liuntington Beach, California, and effective this 17'"h day of July. 2001 (the "Effective Date"), from K.J. ENTERPRISES, LI,C, a California limited liability company ("K.l."), to the CITY OF HUNTINGTON REACH, a municipal corporation (the `City"). this ipsh,inept f4a Ice record Ly No9 kiancan R E C I T A L S T,tfe Company as v acnr�ugoCafan W, R has MCI beat w-Tipo as MIS executico or as tc its effect upon the t+tie. WI•IEREAS, the Ciy entered into an oil and gas lease w;th George C. Atha. dated January 15, 1952, which was recorded in the Official Records of Orange Court y, California on F-ch:uary 2R, 1952 in Bock 2294, pane 587 (hereinafter referred to as the "CH13 Lease") which zffccted certzin real property located in Orange County, California, described therein (the "CH13 Leasehold"); and WHERE.'AS, the City is the rue owner of the real property more particularly described as: (a) That portion of the East 500.00 feet of the North 200.00 feet of t:xe South Half of the Northwest Qua~cr of the Southeast Quarter of Section 13, Township 6 South, Range 1 : rest, San B.rrardino Base ar:d Meridian ("S.1d.B.&h4."), lying southerty 'and southwesterly of a strip of land, 145.00 feet wide, described as Varccl DI-106 in the Grant Deed to the Orange Coway F:ood Control District, Recorded Ju;x 19, 1961 in Book 5757, page 811 of Official Records of Orange County, California, and further descriEed as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral righ.1s beneath the South half of the Northwest quarter of t'.ic Souihc.ast quarter (S12NW!4SE14) and all that portion of the Southwest quarter 12W A COCz\E6C989.1 - I - JUG.-15-2022 09:31 94% P.32 JUL-15-02 `ON 09:30 ail FAX LN0. F, 03 of the Southeast ,uart,r (SW/4SE/4) of Section 13, Towatship b South, R.arge I I West, S.B.B.& A lying north of the southerly l:re of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Change County, California north of Pacific Coast I lighway and east u[Newlard Avcnue in the City of Huntington Beach (the "Mineral Rights"). (The Surface Pro erty and t} c Mineral Rights are collectively refeircd to hereinaper as the -Propeny"); and WHEREAS, K.J. is me assignee Earned in an instrument entiticd "Assigrunent of Oil and Gas Lease," dated as of April 1, 1999 from Terra Exploration & Production Compal3y ("Terra"), as the assignor. and recorded in the Official Records of Orange County, California en Junc 21, 1999 as Docu,ttcnt No. 1990458937 (the "KJ Assignment"); and WHERFAS, KJ is pr_pared to surrender and gsi.claim to the City all of its right, title and interest, if any, in and to the Property, the CH13 Lease a:td the C 11B Leasehold in a;,cordartce with the terms of the Lease and this Derd: WITNESSETH NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency Cr which is hereby acknowledged, K.J. ENT ERPRISES, LLC, a California limited liability company ("K.J.") hereby sells, grant, transfers, assigns and conveys to the CITY OF "UNTINGTONN BEACH, a municipal corporation (the "City"), the CHB Lease, and further quitclaims, relrases, remises, re,inq.ashes and surrenders to the City, Us entire right, title and interest in and to Me Mineral Rights, tl,.e Surface Properly, the CI18 Leam the CHA Leasehold and the Property, if -my, A. By way of enumeration, rite property and interests sold artd transferred to the City hercucder include: 0) All oil, gas and mineral rights, nrivi±eges, easements, rights of access, leases, licenses, Trd permits held by KJ and relating to or benefiting the Property, the Surfacc Property, the Cl Ili Leasehold, or the CHB Lease in any way, and the ownership and operation thereof; (2) All property, w tither tangible or intangible, aid a l rights incident to the Property, the Ci-iB Leasehold and the CI IS Lease relating to the exploration, production, s.oraee, treatment or transportation of oil, gas or other hydrocarbon substanccs, or gases, liquids or fluids, or other rttinerals, and all buildings, structures, improvements, pipelines, fixtures, valves, fhciiities, vessels and equipment of every kind, character and de5cript.on rued or useful in connection with such operations, whether or not such operations are conducted or, the CHB Leasehold or the Proper.y; t�zU•.�ccc��s�cs5�., - 2 - JUL-15-2022 09:32 94% �.03 JUL- :' 5-02 MON 09� 3 i Ali FAX NO. P. 04 (3) Ali' lwases, agrcerneWs, royalty interests or contracts pertaining to the Property, the CHIT Lcaschold or the CHB Lease; (4) Any appurtenaw. agrcernents or casements affecting or benefiting the C14B Lease or the CHB Leasehold or the operation thereof; (5) The benefit of the right to enforce any covenants, indemnities or warranties which Kl is entitled to enforce against any persor or entity with respe-.t to t! a Property or the CHB Lease; and (b) All other rights relating to tllc exploration, production, storage, treatment or trar:sper:ation of oil, gas or other hydrocarbon substances, gases, liquid; or Ouids, or other minerals, whether or not the same is produced or recovered on or from the Property or the CHB Leasehold, and including bin not limitei to nil rights of surface or subsurface entry or access rights. rights of way, casements, covenants, and other appurtenances and interests Mating to such rights or necessary to take full advan.age of such rights, including bat not l:tnited to the right to produce or inject water or wastewater, or to store water, oil, gas or other hydrocarbon substances on z e surface or subsurface of the Property, and to use One Property or the CHR Lcaschold for any purposes. B. As a resu;t of this Deed, KJ will have no further rights or interest whatsccver in the Prorerty, the Surface Pro::erty, the Mineral Rights, tae CHB Leasehold or the CHB Leasehold under the CHB Lease, or to use. the Property, the Surface Property, the N ineral Rights or CHB Leasehold for any purpose. C. KJ and the City agree that this Deed, and the transfer and quitclaim of the CHB Lcrtse and arty real or personal property or other interests described herein, covers all of KJ's right, title a -lid interest in and to the ;,finerol Rights, the Property, the Surface Property, the CHB Leasehold and the 011] Lease, and such other real and personal property and interests therein, regardless of whether the sarne is spccif is Ily described it, any of the instruments of conveyance, as are necessary to cant' out tite terrns ofthis Dccd. D. KJ hereby represcrts and warrants to the City as of The Effective Date as follows: (1) KJ's title to the CHB 1,case is free and clear of any claims, liens or encumbrattces created or allowed to be c.cated by lhrot.gh or under KJ, and The right to The transfer and to seal such interests is fully and exclusiveiy vested in KJ. (2) All ',ingatioa and any civil or administrative proceedings are pending or threatened of which the KJ Parties have knowledge affecting the Property or the CI III Lease. 1226t10002\660989.1 - 3 - J'_L-15-2ae2 29:33 94X P.04 JU° -:' b-02 MON 00V:32 AID AX 40, ?. C5 (3) KJ Parties has not previously made any gift, assignment, transfer, encumbrance or other conveyance or lien of any interest in the Property or the CHB Leaso and no person or entity holds or claiins to hold any interest or lien in either the Property or the CHB Lease or the CI4B Leasehold, nor has KJ Parties placed its interest in any trust for any ;hind patties, and no person who is a member ofor affiliated with KJ c:aims any right, title, interest, lien or encumbrance on or with respect to the C] JB Lease, the Cl la Leasehold the 'Mineral Rights, the SurMce Property, or any other right or interest relating to the Property. (a) No third party has any preferential right to purchase, nor has KJ entered into tiny agreement which might impair its ability to convey and transfer or quitclaim of the; CH13 Lease and all of the Mineral Rights and other rights relating to the Properly which will be transferred pursuant to this Deed. (s) KJ has received all approvals or consents necessary (including all necessary corpurytc or LLC actions, resolutions or approvals) to execute this Deed and the person executing this Deed on behalf of KJ is fully authorized to sign this Deed and to commit and bind KJ to each and ail the terms -and conditions hereof. (6) KJ Parties is not aware of any reason which would preclude, prohibit or prevent them from making a fay' and complew transfer or quitcla m of the CHB Lease, the CHB Leasehold, the Mineral Rights and all related rights and interests to the City as contemplated herein as of the Effective Date and the Closing Date. (7) All federal, state or local taxes (including real property taxes), assessments, fees, penalties, interest or other governmental charges or fees or costs relating to the CHI3 Lease or the CHB Leasehold have > een paid by KJ to the extent that the .;inie have accrued or have become duc and payable prior to or as of the Effective Date. IN WITNESS WHEREOF, K. has executed this Deed, Assignment. Quitclaim And Surrender Of Oil And Gas Lease as of the Effective Date. KJ ENTERPRISES, LLC By: R]CHARD P. KELTER Member BOB GRAYSN Men.'oer tzlni�onoz�r6J9s5.: - 4 - JL--15-23e2 05:33 93% a .2-5 JUL- 5-02 MON 09:32 AN FAX NO. N ' CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California _ 55. Cotinlyof __ 1'�/rL�� _.�. On \Tg4 0, X& / , befora me, Colo r1?Ta rMff Ti00 0' Onvar rc-a . Jane Oar. 4alary Frk• e 1 personalty appeared �1i�L�� AfJ1��3�. R,v;i .1 cr $.p:.rPl f j personalty known to me proved to me on the basis of sat)sfartory evidence 1M►ap �+lnl�rart It 11 MIX �� - Ca�Mort>fo W Ganmt:, pi�is O�i-t tta� MWO N]r-.ry it A:gvv ;o be the person(s) whose name(s) is/are subscribed to the within 'nstrumer.t and acknowledged to me that heJah /they executed the same in +++�ritheir authorized capacity(ies). and that by kie4w/their sicgnalore(s) on the instrument the person(s), or the entity apan behalf of which the person(s) acted. executed the instrument. WITNESS my hand and official seal. 'I�'I I':I/C ar lr Y:ary AYC'C OPTIONAL T1`:0ug1) rno infOfMNon hrilpW is nor required by la:e It MOY pruvo varasbre rn narsor}s rolynng en ttte docurrenr and could prev©nt rlorrdurorlt rulr:ova+ and repituchlnorrr Of ros IOrrn Jo another dac'Jrr onr Oescription of Attached Document Trtle or Type of Oaetrmnnt: Dncl.,rrc^t Date- S;cner(s) Ober Thar. Named Abovv- _ Numorr of Pages: —. �.��... Capacity(iss) Claimed by Signer Sianor's Name: I_ Ind.v.oua; COrpCrata OffiCer—Tille(s). Par'.ner Limited General I ' Avorrey in Fact ('I Tr„slee I ! G;:Ardian or Conservator I.. Other __ ..._ �..... . . Signar!s Representing: - ? 7Pi r R •'nn7f NY.xv A-9.A1.01 . a1-4 01 Sao wtl - 7 7 rlpt %d(C : Cl, •wr:'r ::A 91 )7b7432 Kd:lr1 MAIGr�uryT td :aron'n P.o4 N, son7 ?".,J.l CY01*:+1yYna'-000a76.6022 JUG-15-2ee2 e9: 3a F. e6 JUL- i 5-H MON 09 : 33 Am. ; AX NO. P. C7 GOVERNMENT COCA 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached, reads as follows: Name of notary_ w L�oV) Date commisson expires vo Commission # �� C"'OU County where bond is filed _ C—CA-,-V ManufactureNender # 6 VI a � Place of execution Date Signature North America Company JUL-15-20C2 09-.34 94i P.07 JU.-.L-J2 MON 01:34 AM �P.x H0, ?. un CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CriY CLERK DEED CERTIFICATION CITY OF HUNTINGTON BEACH CALIFORNIA 92648 This is to certify that the interest it real property conveyed by the Deed dated JULY 17, 2001 from K.J. Enterprises, LLC, a California limited liability company is hereby accepted by the undersigned officer or agent or behalf of the City Council of the City of Huntrgton Beach pursuant to the authority conferred by Resolution No. 3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof by its duly authorized o" cer. Dated: July 25, 2001 C.TY OF HJNTINGTON BEACH CONME BROCKVVAY, CMC CITY CLER By: J,&Wgy ugh�s Deputy City Clerk gWC:lowupldeeOce,1200I ijoc { 7alophons: 714-536.52271 GOVOMMOni Code if 27281 JUL-15-2022 29:35 93% P.39 PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: TITLE OF DOCUMENT: S Recorded in Official Records, County of Orange Darlene Bloom, Interim Clerk -Recorder iilllllllfiill!Ilffiilal!!f[i[If J'i l[iI1�Ilfiiillliil1NO FEE 20020572365 08:22am 07110102 116 32 001 6 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 CFI Lrg-g THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) -(�.059JITLE PAGE (R7195) ©V rr'/NFL +) 4J -A U w O 41 X G Aj O •r4 LW ++ O :a bLIA 4ui 'oa, C ro o ar t.� u o a a, a� +� u d m VJw O � aJ CO44 N t rA U 4) .14 U 44 4J • 1 ��4 Ili v •rl U 'fl c- u b r~ +J o� m u m � +, u •r-, U A RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Huntington Beach 2000 14ain Street Huntington Beach, CA 92648 APN: 14 S •- 121- Q Recorded in Official Records, Cou-*- of Orange Gary Granville, Clerk -Recorder IIIIII III'l ll l ll'1' 111 Illl'�''ll ll',I II III1�0 FEE 2001038007910:49am 06111101 114 67 002 4 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Tax- E'xempt-Goverinient Agency CITY F H 1NG N BEACH By% ----- -• - .................... Deputy Ci Clerk UITCLAIM AND SURRENDER OF OIL AND GAS LEASE THIS QUITCLAIM AND SURRENDER, is entered into at Camarillo, California, and effective this _ Mday of June, 2001, from ROSEMARIE STINNETT, as an individual and as Executrix and Personal Representative of the Estate of Roy L. Stinnett ("Stinnett"), to the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City"). RECITALS a< ' I WHEREAS, the City entered into an oil and gas lease with George C. Atha, dated January 15, 1952. %vhich was recorded in the Official Records of Orange County; California on `' I February 28, 1952 in Book 2294, page 587 (hereinafter referred to as the "CHB Lease") which �. affected certain real property located in Orange County, California, -described therein (the "CHB Leasehold"); and WHEREAS, the City is the fee owner of the real property more particularly described as: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 1 i West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SW14SE14) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). The Surface Property and the Mineral Rights are collectively referred to hereinafter as the "property"; and 12261\0002\657352.1_ WHEREAS, by certain mesne assignments, Stinnett's deceased husband, Roy L. Stinnett, who did business under the fictitious business name of "Stinnett Oil Company," was assigned the CUB Lease (the "Stinnett Assignment'); WHEREAS, Roy L. Stinnett, held or claimed an interest in the CHB, was an individual and is now deceased, and that Stinnett is his surviving spouse and the executrix and personal representative of such decedent's estate, and succeeded to all right, title and interest of Roy L, Stinnett and Stinnett Oil Company in the CHB Lease; and WHEREAS, the CHB Lease has terminated by its o,.Nm tenns and Stinnett, individually and in her capacity as Executrix and Personal Representative of the Estate of Roy L. Stinnett, is prepared to surrender to the City all of her right, title and interest, -if any, in and to the Property, the CHB Lease and the CHB Leasehold in accordance with the terms of the Lease. WITNESSETH NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Stinnett, individually and in her capacity as Executrix and Personal Representative of the Estate of Roy L. Stinnett, hereby quitclaims, releases, remises, relinquishes and surrenders to the CITY OF HUNVTINGTON BEACH, a municipal corporation, all of Stinnett's right, title and interest in and to the Property, the CHB Lease and the CHB Leasehold. IN WITNESS WHEREOF, Stinnett has executed this Quitclaim and Surrender_ as of the date first written above. ROSEMARIE STINNETT, AS AN INDIVIDUAL AND AS EXECUTRIX AND PERSONAL REPRESENTATIVE OF THE ESTATE OF ROY L. STINNETT ROSEMARIE STII NETT 12261\0002\657352.1 - 2 - CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of L'A�eOr�n�et� County of lr&V-6, On C u E49. Ca9 , Z O Q 1 before me, 1' 1 I G Q "�-1 p8Yq- �1 � b, Date ^ Name and Title of Officer (e.g.. 'Jane Doe, Notary Public") personally appeared li7 Ps Narna(s) of ❑• personally known to me - OR proved to me on the basis of satisfactory evidence to be the persons) whose nameN WaW subscribed to the within instrument and acknowledged to me that1wdsheltigy executed the same in'hWher ftke authorized capacity(iac), and that by ISslherlttiQ signature(t) on the instrument the person(s), ri iAaL HEINEKE or the entity upon behalf of which the person(q) acted, NMCOMM. #t22267: - executed the instrument. t✓11 r twgrtnn ta•�Y�o.zoe; i; WITNESS my hand and official seal. W)UJ4& T Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Individual Corporate Officer Title(s): Partner — `7 Limited G General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Signer's Name: r, Number of Pages: Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER ., of thumb h8re C 1994 National Notary Associatior - 8236 Rammet Ave.. PO. Bcc 7184 - Canoga ParK- CA 91309.7184 Prod. No. 5907 Reorder: Call Toll -Free 1-SM-876.6827 } SPATE cr CALZFaWM )Ss. On appeared'` proved to me on before me, persp-AAy PerSOMOV kr wn to me (or of satisfactory evidence) to be the persorKs) whose naff-WO) Is/ore uAn rbed to the within Instrument ond,,c3cknowledged to me that he/she/they executed the some in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the Instrument the persons) or entity capon behalf of which the persorKs) acted exgcuted the fttrument. WITNESS my hand and effirdal seal. Signature crr* ma for-------------- aA9dd s.eA GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the Notary Seal on the document to whch this statement is attached reads as follows: NAt C OF THE NOTARY. DA3E COMMSSION EXPIRES: ,.... COUNTY WHERE BOND IS FlLM COMMISSION NUMBER: 0 PiACE OF E SIGNATURE: DAME: - - 0, I certity under penalty of perjury and the laws of the State of California that tt* Bepble portion of this document to whch this statement Is attached reads as folows: Place of Execution Date V % • He W CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK DEED CERTIFICATION CITY OF HUNTINGTON BEACH CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Deed dated JUNE 9, 2001 and approved by the City Council on July 16, 2001 from ROSEMARIE STINNETT to the CITY OF HUNTINGTON BEACH is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach pursuant to the authority conferred by Resolution No.3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof by its duly authorized officer. Dated: CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CIVIC CITY CLERK By: Jeffr ughes Deputy City Clerk g.lfollowup/deedslaildeedcert. doc (Telephone: 714.538-5227 ) Govemment Code § 27281 PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: 1'v4f50n $ Gers l'do 35s ]�`st31 Cran4 Av. 9040.rlr L�� Ahyrres, cA goi71 ORIGINAL Recorded in Official Records, County of Orange Darlene Bloom, Interim Clerk -Recorder 111111111lullIll1IIIIII'll IIIIIIIIII11111111111111118.00 20020451963 04:21 pm 05129102 115 32 009 7 0.00 0.00 0.00 0.00 12.00 0.00 0.00 0.00 ;E FOR RECORDER'S U TITLE OF DOCUMENT: 54iPul&4e� SCpem4e, Tt�jj -e-4 0u't4,nj-r'4-le ,4yG.M5DeFenAe.A+ K S Enjerpr; 5(f5, i)L THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additinnal rerwrlinn 4pP annliPcl 1 _ I 2 3 4 5 6 7 8 9 IS 16 IDA 18 19 20 21 22 23 24 25 26 27 28 41CMAR128, WATSON a GERSHON Allarnsys 11 Llw GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and RICHARDS, WATSON & GERSHON A Professional Corporation JOHN J. HARRIS (93841) LISA BOND (172342) 333 South Hope Street, 38" Floor Los Angeles, CA 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 0 SUPERloFILED COUNTY OP 1W k IFOR►dW S CENT1USTICE' am AUG - 2 2001 AUN SLATER C2,y, t0 COur;'�, By NORA k „trr�eys for Plaintiff and Cross -Defendant ,`,CETYOF HUNTINGTON BEACH MIA SUPERIOR COURT OF THE STATE OF CALIFORNIA boo 'K" C COUNTY OF ORANGE .ITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, V. K.J. ENTERPRISES, LLC, et a]., Defendants. AND RELATED ACTION. Case No, 01CC04184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENT CX-1051 STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC Exempt From Filing Fees Pursuant to Govt. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: Oct. 29, 2001 LAW & MOTION AND DISCOVERY CUTOFF DATE: Sept, 29, 2001 In the above entitled case, Plaintiff and Cross -defendant, the City of Huntington Beach ("Plaintiff') and Defendant and Cross -complainant, K.J, Enterprises, LLC ("KJ"), having stipulated and agreed as between themselves, and by and through their respective attorneys of record, that a separate judgment may be entered, pursuant to Code of Civil Procedure § 664.6, as STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC I 122000021660987.1 1 2' 3i 4 5 6 7 8 9 10 I 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 1 28 aICMAR00, WAT70N 8 r[R[IiCN AI[erevrl V lar i set forth herein in accordance with the "Stipulation For Entry of Judgment Pursuant to Settlement Agreement and Stipulation of Facts" (the "Stipulation") filed herein, and the Court having reviewed and considered the Stipulation and the stipulated facts set forth in the Stipulation, and having entered an order thereon, as requested by such parties, and such parties having waived any right to notice or a hearing or to any appeal or other review or consideration or reconsideration of the judgment; and Defendant, K.J. Enterprises, LLC, having entered into such Stipulation, disclaiming any right, title or interest in the property of Plaintiff described below, and having quitclaimed any such interest, pursuant to C.C.P. §761.030(b); and Defendant and Cross -Complainant, K..J.. Enterprises, LLC, having filed a dismissal with prejudice of its cross -complaint against Plaintiff; and The Court having determined that a separate and final judgment may be entered in favor of Plaintiff against Defendant K.J. Enterprises, LLC, in accordance with C.C.P. §§578 and 579; and Upon good cause being shown therefor, IT IS HEREBY ADJUDGED, ORDERED AND DECREED that Plaintiff and Cross -defendant, the City of Huntington Beach (the "City") shall have judgment against Defendant and Cross -complainant, KJ Enterprises, LLC ("K.i."), as follows: JUDGMENT IS HEREBY ENTERED in favor of Plaintiff and Cross - defendant, the City of Huntington Beach on its First Cause of Action to Quiet Title and Ninth Cause of Action for Declaratory Relief, against Defendant K.J. Enterprises, LLC, as follows: I. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the following described property, located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range I I West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, -2- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES. LLC 12261 \0002\660987.1 1 2 3 4 5 6 7 8 9 1A 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Itt NAAOB, WATSON a GasaNON Altornaya at Law 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SW/4SE/4) of Section 13, Township 6 South, Range l l West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). (The Surface Property and the Mineral Rights are referred to collectively as the "Property"); 2. That certain oil and gas lease, dated January 15, 1952, between the City and George C. Atha, covering and affecting the Property, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587, as amended, modified and extended by the instruments attached as Exhibits A, B, C, D and E to the Complaint in the Action, and referred to hereinafter as the "CHB Lease", expired and terminated on or prior to July 17, 2001, and is of no further force and effect. 3. All working interests, royalty interests, liens, or other interests in and to the CHB Lease of K.J., or in any way related to such lease, and all interest of all persons or entities claiming by, through, or under K.J., whether recorded or unrecorded, also expired or terminated on or prior to July 17, 2001, and are of no further force or effect. 4. K.J. and any person claiming by, through or under K.J. neither has, nor owns any right, title, estate, lien or interest in either the Property, the Surface Property, or the Mineral Rights, more particularly described above, or in the CHB Lease, nor do they have the -3- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC 122611,0002�660987.1 i I right to use or have any right of entry or access of the Property, the Surface Property or the 2 Mineral Rights. 3 5. Except as expressly provided herein, Second, Third, Fourth, Fifth, Sixth, 4 Seventh, and Eighth Causes of Action set forth in the Complaint, are hereby dismissed without 5 prejudice as to Defendant K.J. Enterprises, LLC only. 6 6. As between the Plaintiff and K,d., such parties shall each bear their own 7 costs, attorney's fees and other expenses in connection with this action and this judgment. 8 7. All orders previously issued by the Court against Plaintiff are hereby 9 vacated and dissolved. 10 8. The Clerk is directed to enter this judgment forthwith. 11 9. This separate judgment shall be considered final upon entry, and may be 12 immediately recorded in the Official Records of Orange County, California. 13 G., ' 14 DATED: JttFy , 2001 HONORABI-q AYMOND J. IKOLA 15 JUDGE OF THE SUPERIOR COURT 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON 8, GERSHON 4- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC Attorneys at law 12261100021660987.1 2 3 4 5 r 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE L' i 1, LiIIian•Dominguez'declare: I am a resideni of the State of California and over the age of eighteen years, and not a party to the within action; my business address is Richards, Watson & Gershon, Thirty - Eighth Floor, 333 South Hope Street, Los'Angeles, California 90071-1469. On July 27, 2001, I served the within documents: STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC ❑ by causing facsimile transmission of the document(s) listed above from (213) 626- 0078 to the person(s) and facsimile number(s) set forth below on this date before 5:00 P.M. This transmission was reported as complete and without error. A copy of the transmission report(s), which was properly issued by the transmitting facsimile machine, is attached. Service by facsimile has been made pursuant to a prior written agreement between the parties. ■ by placing the document(s) listed above in a sealed envelope with postage thereon fully prepaid, in the United States mail at Los Angeles, California addressed as set forth below. 1 am readily familiar with the firm's practice for collection and processing correspondence for mailing with the United States Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing contained in this affidavit. ❑ by placing the document(s) listed above in a sealed envelope and affixing a pre- paid air bill, and causing the envelope to be delivered to an agent for delivery, or deposited in a box or other facility, in an envelope or package designated by the express service carrier, with delivery fees paid or provided for, addressed to the person(s) at the address(es) set_ forth below. Douglas L. Mahaffey, Esq. Stephen E. Cockriel, Esq. Mahaffey & Associates Attorney at Law 18881 Von Karman Avenue, Suite 1200 333 West Broadway, Suite 306 Irvine, California 92612 Long Beach, CA 90802 Telephone (949) 833-1400 Telephone (562) 901-1447 Facsimile (949) 263-8736 Facsimile (565) 437-3492 I declare under penalty of perjury under the laws of the State of California that the above is true and correct. Executed on July 27, 2001. i Lillian ominguez 12261/41 OZ657501.1 rti5 11vz)I RUMENT' 1S A CORRECT COPY OF THE ORIGINAL ON FILE IN TEAS OFFICE ATTEST: (DATE) MAY 2 9. 2002 ALAN SLATER, EXECUTIVE OFFICER AND CLERK OF THE SUPERIOR COURT OF THE STATE OF nRNIA IN AND FOR WE COUNTY OF ORANGE RY DEPUTY ELAINE BLOMB RG PLEASE. IVOMgLETE THIS INFORMATION RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: 355- �,th Gf-n4 Av. yu'"llr �jy .4nyrirs, CA I Recorded in Official Records, County of Orange Darlene Bloom, Interim Clerk -Recorder 111111111111111111111111111111111111118,00 20020451963 04:21 pm 05129102 115 32 009 7 0.00 0.00 0.00 0.00 12.00 0.00 0.00 0.00 SPACE FOR RcCORDER'S USE ONLY TITLE OF DOCUMENT: 54i Pw N,4e � 5enCrrU4e Tj L,dnen4 �u.1C4-'nj -r '+ie :%T�(,IirlS+ >)efen ��,n+ K THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional rerardinn fPa anniiPcl k2I 4l �11 16 17 18 19 20 21 22 23 24 25 26 27 28 11CHA001V WAi00N 6 GtII�HON AnorAsys 11 L%w, , 16 10 � 'ML GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and RICHARDS, WATSON & GERSHON A Professional Corporation JOHN J. HARRIS (93841) LISA BOND (172342) 333 South Hope Street, 38`h Floor Los Angeles, CA 9007 I -1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 r: S{JPEAtoFI L E D COUNTY OP pAACkWoRN1,4 CEJyTAA1 JUSTICEICENTER AUG - 2 2001 ALAN SLATER. Clerk o! the COur, BY N0421i 1` " n Atfts eys for Plaintiff and Cross -Defendant OF HUNTINGTON BEACH oX t SUPERIOR COURT OF THE STATE OF CALIFORNIA 800 QQ C COUNTY OF ORANGE CITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, V. K.J. ENTERPRISES, LLC, et al., Defendants. AND RELATED ACTION. Case No. 01 CC04184 (ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENTCX-105] STIPULATED SEPARATE .JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC Exempt from Filing Fees Pursuant to Govt. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: Oct. 29, 2001 LAW & MOTION AND DISCOVERY CUTOFF DATE: Sept. 29, 2001 In the above entitled case, plaintiff and Cross -defendant, the City of Huntington Beach ("Plaintiff") and Defendant and Cross -complainant, K.J, Enterprises, LLC ("KJ"), having stipulated and agreed as between themselves, and by and through their respective attorneys of record, that a separate judgment may be entered, pursuant to Code of Civil Procedure § 664.6, as STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC 1226 t 100021660987. I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 i5 16 17 18 19 20 21 22 23 24 25 26 27 28 brHANDO. WATO r Gc��woH Altarna,7 At Law 0 set forth herein in accordance with the "Stipulation For Entry of Judgment Pursuant to Settlement Agreement and Stipulation of Facts" (the "Stipulation") Bled herein, and the Court having reviewed and considered the Stipulation and the stipulated facts set forth in the Stipulation, and having entered an order thereon, as requested by such parties, and such parties having waived any right to notice or a hearing or to any appeal or other review or consideration or reconsideration of the judgment; and Defendant, K.J. Enterprises, LLC, having entered into such Stipulation, disclaiming any right, title or interest in the property of Plaintiff described below, and having quitclaimed any such interest, pursuant to C.C.P. §761.030(b); and Defendant and Cross -Complainant, K..J.. Enterprises, LLC, having fled a dismissal with prejudice of its cross -complaint against Plaintiff; and The Court having determined that a separate and final judgment may be entered in favor of Plaintiff against Defendant K.J. Enterprises, LLC, in accordance with C.C.P. 1§578 and 579; and Upon good cause being shown therefor, IT IS HEREBY ADJUDGED, ORDERED AND DECREED that Plaintiff and Cross -defendant, the City of Huntington Beach (the "City") shall have judgment against Defendant and Cross -complainant, KJ Enterprises, LLC ("K.J."), as follows: JUDGMENT IS HEREBY ENTERED in favor of Plaintiff and Cross - defendant, the City of Huntington Beach on its First Cause of Action to Quiet Title and Ninth Cause of Action for Declaratory Relief, against Defendant K.J. Enterprises, LLC, as follows: 1. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the following described property, located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 1 l West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, -2- STIPULATED SEPARATE )UAGMENT QUIETING TITLE AGAINST DEFENDANT KI ENTERPRISES. LLC 12261%00021660987.1 A i 1 2 3 4 51 6 7 8 9 T 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 11CHA11O5, WATSON a Glots HON A110,naye ai Law 0 0 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, [961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (S W/4SE/4) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C: Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). (The Surface Property and the Mineral Rights are referred to collectively as the "Property"); 2. That certain oil and gas lease, dated January 15, 1952, between the City and George C. Atha, covering and affecting the Property, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587, as amended, modified and extended by the instruments attached as Exhibits A, B, C, D and E to the Complaint in the Action, and referred to hereinafter as the "CHB Lease", expired and terminated on or prior to July 17, 2001, and is of no further force and effect. 3. All working interests, royalty interests, liens, or other interests in and to the CHB Lease of K.J., or in any way related to such lease, and all interest oral] persons or entities claiming by, through, or under K.J., whether recorded or unrecorded, also expired or terminated on or prior to July 17, 2001, and are of no further force or effect. 4. K.J. and any person claiming by, through or under K.J. neither has, nor owns any right, title, estate, lien or interest in either the Property, the Surface Property, or the Mineral Rights, more particularly described above, or in the CHB Lease, nor do they have the -3- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGArNST DEFENDANT KJ ENTERPRISES, LLC 122610OZ66O987.1 I right to use or have any right of entry or access of the Property, the Surface Property or the 2 Mineral Rights. 3 5. Except as expressly provided herein, Second, Third, Fourth, Fifth, Sixth, 4 Seventh, and Eighth Causes of Action set forth in the Complaint, are hereby dismissed without 5 prejudice as to Defendant K.J. Enterprises, LLC only. 6 6. As between the Plaintiff and K.J., such parties shall each bear their own 7 costs, attorney's fees and other expenses in connection with this action and this judgment. 8 7. All orders previously issued by the Court against Plaintiff are hereby 9 vacated and dissolved. 10 8. The Clerk is directed to enter this judgment forthwith. I 1 9. This separate judgment shall be considered final upon entry, and may be 12 immediately recorded in the Official Records of Orange County, California. 13 hu 14 DATED: Afly �L 2001 HONORABL4 AYMOND J. IKOLA 15 JUDGE OF THE SUPERIOR COURT 16 11 18 19 20 21 22 23 24 25 26 27 28 Rict,ARos, WAYSON A GLRSAON Altamaya at Law 4- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DGI-ENDANT KJ ENTERPRISES, LLC 122000021660987.1 1 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 281 PROOF OF SERVICE I, Lillian Dominguez declare: I am a resident of the State of California and over the age of eighteen years, and not a party to the within action; my business address is Richards, Watson & Gershon, Thirty - Eighth Floor, 333 South Hope Street, Los Angeles, California 90071-1469. On July 27, 2001,1 served the within documents: STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC by causing facsimile transmission of the document(s) listed above from (213) 626- 0078 to the person(s) and facsimile number(s) set forth below on this date before 5:00 P.M. This transmission was reported as complete and without error. A copy of the transmission report(s), which was properly issued by the transmitting facsimile machine, is attached. Service by facsimile has been made pursuant to a prior written agreement between the parties. ■ by placing the document(s) listed above in a sealed envelope with postage thereon fully prepaid, in the United States mail at Los Angeles, California addressed as set forth below. I am readily familiar with the firm's practice for collection and processing correspondence for mailing with the United States Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing contained in this affidavit. CJ by placing the document(s) listed above in a sealed envelope and affixing a pre- paid air bill, and causing the envelope to be delivered to an agent for delivery, or deposited in a box or other facility, in an envelope or package designated by the express service carrier, with delivery fees paid or provided for, addressed to the person(s) at the address(es) set forth below. Douglas L. Mahaffey, Esq. Stephen E. Cockriel, Esq. Mahaffey & Associates Attorney at Law 18881 Von Karman Avenue, Suite 1200 333 West Broadway, Suite 306 Irvine, California 92612 Long Beach, CA 90802 Telephone (949) 833-1400 Telephone (562) 901-1447 Facsimile (949) 263-8736 Facsimile (565) 437-3492 I declare under penalty of perjury under the laws of the State of California that the above is true and correct. Executed on July 27, 2001. i r" Lillian nWrrflnguez 12261\ 002\657501.1 La f JU--03-2002 13:38 FROM -0 171437415909 INLIJ RICHARDS j WATSON I GERSHON WIN ATTORNEYS AT LAW -A PROFESSIONAL CORPORATION 355 Sc-uO Crand Avelue, r,oth Floor, Las Angeles, Callforn'fa 90071.3101 Te;epl,e.ne ;1).626.8484 FZ;s n'le 213.6z6.o078 g ZQa ATTORNEY WORK PRODUCT ATTORII'EY-CLIENT PRIVILEGED COMMUNICATION FACSIMILE TRANSMISSION TO: Scott Field, Esq. City of Huntington Beach July 3, 2002 FAX NO: (714)374-1590 PHONE NO: (714) 536-5544 FROM: FILE NO: USER NO: Lisa Bond, Esq. 12261-0002 0136 DOCUMENT DESCRIPTION: REFERENCE: City of Huntinglon Beach v. KJEnlerpriseS, et al. NUMBER OF PAGES (INCLUDING [OVER): REMARKS: Scott, Please find enclosed the Stipulation for Entry of Judgment signed by Rosemarie Stinnett. If you could fax a signed signature page back to me and overnight it. I would appreciate it. Thanks. Lisa THrS INFORMAT-CN IS 1NTENOZO ONLY FOR THE USE OF THE IN21VIOJAL OR ENTITY TO WHOM IT IS ADDRESSED AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED, CONFIDENTIAL AND EXEMPT FROM DISCLOSURE ENDER APPLICABLE LAW, IF YOU ARE NOT -HE INTENDED ttECIPIENT, OR THE EMPLOYEE CA AGENT RESPONSIBLE FOR ?ELIVERING IT TO THE INTENDED RECIPIENT, YOU ARE HEREBY 11OT1FiE9 THAT ANY DISSEMINATION, 0 STRIBL710N, OR COPYING OF THIS COMMJNICATION 15 STRICTLY PRONIBtTED. IF YOU HAVE RECEIVED THIS COMMVNICATLON IN ER20R, PLEASE IMMEDMTE.Y NOTIFY US BY TELEPHONE (COLLECT), AND RETURN THE FAX TO US AT THE ABOVE ADDRESS VIA THE U.S. POSTAL SERVICE. IF YOU DO NOT RECEIVE ALL OF THE PAGES, PLFJISE PxONE a13.626.8484 AS SOON AS POSSIBLE 1226 00002\699705.1 JU_-03-2002 13:45 cE% P.e_ JUL—d3—,:��Uc' 1S _13 FROM ZeId 1 2 3 4 S 6_ 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RIC94ARDO WATOOR GCR."ON Atftpp en ■ I "w JUL-03-200, %35 GAIL C. =ON (57372) CITY ATTORNEY CITY OF HUN INGTON BEACH 2000 Main Street 46 Floor Huntington Beach, CA 92649 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and RICHARDS, WATSON & GERSHOti' A Professional Corporation JOHN J. HARItIS (93841) LISA BOND (172342) 355 South Grand Avenue, 40t' Floor Los Angeles, CA 90071-3101 Telephone: (213) 626-8484 Facsimile: (213) 626.0078 TO 171437415909 P.02i05 9LPE 9Z5 60-4 75:ZT 1 r Attorneys for Plaintiff and Crass -Defendant CITY OF HUNTINGTON BEACH SUPERIOR COURT OF THE STATE OF CALIFORNIA COL-Nn OF ORANGE CITY OF HUNTINGTDN REACH, a Case No. 01 CCO-4184 municipal corporation, (ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. Plaintiff, 1KOLAy DEPARTMENT CX-105) V. SMULAT ION FOR ENTRY OF JUDGMENT PURSUANT TO KJ ENTERPRISES, LLC, et al., SETTnEMENT AND STIPULATION OF FACTS; [PROPOSED) ORDER Defendants. [C.C.P. § 664,61 Exmpt from Filing Fca Pursuant to Govt Code §81Q3 AND RELATED ACTION. COMPLAINT FILED: March 28, 2001 TRIAL DATE: June 24, 2002 LAW & MOTION AND DISCOVERY CUTOFF DATE: May 28, 2002 THIS STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AND STIPULATION OF FACTS is made and entrred into by and between Plaintiff and Cross -defendant, the City of Huntington Beach (the "City"), by and through its S ► iPLIATION FOR ENTRY Of 7UDG% -r PL"RSUANT TO SETTLEMENT AOiLEEM W: [PROPOSED] ORDER 112611000Zti6%206. ] ? 13:45 96i P.02 11 c—� ..— 4.�•�� rr�ui 0 ..5� -- — --- TD 171437415904 P. 83/05 1 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 respective attorneys of record, and Defendant Rosemarie Sdwert; as an itidividual and as Executrix and personal representative of the Estate of Roy L. Stinnett ("Stinnett"). NOW, THEREFORE, the City and Stinnett hereby stipulate and agree, pursuant to Code of Civil Procedurc §§ 283 and 664.6, as follows: 1. On March 28, 2001, the City filed a complaint (the "Complains") herein, against Defendant Stinnctt, and other defendants seeking, among other things, to quiet the City's titre as to the property and the oil and gas lease described below. 2. Stinnett subsequently filed an answer and disclaimer of interest in the property and has dcliYcred a quitclaim, forever surrendering, releasing and quitclaiming to Plaintiff any right, title and interest to the Property, 3. The City and Stinnett have engaged in settlement discussions and the parties have agreed, among other thongs, and hereby stipulate that a separate judgment may be entered in the City's favor against Stinnett on the Complaint. 4. . In order to implement their agreement, the panics hereto further stipulate and agree that the following facts are undisputed and may be treated by the Court as facts proven in open court and binding upon such parties: a. The City is. the fee simple owner' of the following described property, located at 8669 Edison Way, north *of Pacific Coast Highway and East of Newland Avenue, in the Ci:y of Huntington Beach: (1) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, To,%mship 6 South, Range I 1 West, Satz Bernardino Base and Meridian ("S.B_B.&M."), lying southerly and southwesterly of a strip of laced, 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Contml District, Recorded June 19,1961 in Book 5757, Page 811 of Official Rccor& of Orange County, California, and fiuthcr described as Assessor's Parcel No. 148-121-17 (the "Surface 28 Property"); and n-CK•gos. ws*�oM -�- • Cf�srox A14oMays 01 LairSTIBLrIATiON FOR ENTRY OF ]LMOMEN-C PLWVANT TO SETTLEM*4T AGREEMENT; (PROPOSED] ORDER 12261N0002N696206.1 ,T-L-23-2022 13:4F, n7C cna VV4 91:ZT ZO/Co/40 SEi P.03 _a:3y ._•. TO :714374159an70 a P.04/05 1 2 3 4 5 6 7 9 10 It 12 13 14 15 20 21 22 (2) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Sout<'teast quaver (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SWASE/4) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly litre of the land conveyed by Willow land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and cast of Newland Avenue in the City of Huntington Beach (the 'Mineral Rights"). Me Surface Property and the Mineral Rights are referred to collectively as the "Property"). b. Atha claims no right, title or interest in or under the oil and gas lease the City entered into on or about January 15, 1952 with George C. Atha, covering and affecting the Properry, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587, and the described Oi[ and Gas Lease, as amended, modified and extended by the instruments attached as Exhibits A, B, C, D and E to the Complaint in the Action (as those ternu are defined herein), rtferred to hereinafter as the "CHB Lease." 5. Pursuant to C.C.P. § 763.030(b), Stinnett hereby disclaims any right, title, estate, lien, or interest in and to the Property, the CHB Lease, the Surface Property or the Mineral Rights described in the Complaint adverse to the City's title. Based on the foregoing stipulated facts, the parties hereto further stipulate and agree, as follows: 23 1. The Court may treat the facts stipulated to herein as proven in open court and 24 binding upon the patties hereto. 25, 2. The Stipulated Separate Judgment in the form attached hereto as Exhibit "A" and 26 incorporated herewith by this reference may be immediately entered by the Court without further 27 notice or hearing. 28 3. The Stipulated Judgment shall be final upon entry and Stinnett hereby waives any RiawA11Do, Mr.rsoN ,3. d tfRSMOh - _ _.— AucMcu „LIN snPL'LAT3ON FOR ENTRY OF JLIDGM�ITPURSUANT TO SETTLEMENT A4REEMEN7; [PROPOSED) ORDER 1I26]kD0D2%9620d.1 JUL-03-20e2 13:46 — "0 VVJ c11:71f zn/sniLB 96% P.e4 I — . - -)Z7 --N-j TO 1714374156e» P-05/05 1 2 3 4 S b 7 8 9 10 11 12 13 14 15 I6 11 18 19 20 21 PA right to a hearing or to arty appeal, review or any other consideration or reconsideration thereof. 4. This Stipulation maybe executed -in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Sol 3 '2 DATED: Aiftdt, CITY OF HUNTINGTON BEACH ATTEST: By: By Ctty Jerk ayor APPROVED AS TO FORM: By:.. City Attorney DATED: Jute2002 DATED: June W. 2 DOI IUCHARDS, WATSON & GERSHON A Professional Corporation By: JOHN J. k1ARR.IS Attomeys for Plaintiff and Cross -Defendant; CITY OF HUNMGTON BEACH ROSE.,hlARIE STINNET r, AS AN INDIVIDUAL AND AS EXECUTRIX AND PERSONAL REPRESENTATIVE OF THE ESTATE OF ROY L. ST24NETT By ROSEMARIE STWNETT ORDER Z3 Upon stipulation of the parties hereto, and good cause appearing 6erefor, IT IS SO ORDERED. Z4 The Clerk o f the Court is hereby directed to immediately enter the Stipulated 25 Separate Judgment in the form attached hereto as Exhibit "A" and incorporated herewith by this 26 reference. 27 DATED: June —, 2002 HONORABLE RAY?WOND J. IKOLA 28 JUDGE OF THE SUPERIOR COURT Ilic�atos, w.*so■ -4- a GE�e�oa Ape: IR e� STIPULATION FOR ENTRY OF NDGME?4T PURSUANT TO SETTLEMENT' AGPEEMENT; [PROPOSER[ OADV, JUL-03-2022 13:46 70TAL P.05 9=_� P.03 s J. CITY OF HUNTINGTON BEACH Inter -Department Communication To: CONNIE BROCKWAY, City Clerk From: GAIL HUTTON, City Attorney Date: July 2, 2002 Subject: RLS No. 2002-0522. KJ Enterprises and Rosemarie/Roy L. Stinnett. Oil and Gas Lease on City Property. - BACKGROUND In conjunction with the City Council's approval last year of the case of KJ Enterprises tip. City of'Huntington Beach, you asked us, in your RLS No. 2001-0522, for clarification as to that point in time -when the oil and gas lease was transferred from Stinnett to KJ Enterprises. QUESTIONS AND ANSWERS l . Should the file label in your Department's records be changed to indicate KJ Enterprises (formerly Stinnett)? Answer: Yes. We would recommend that you change the official name on your files to "KJ Enterprises (formerly Stinnett)." 2. When was the oil and gas lease in question transferred from Stinnett to KJ Enterprises or is it in another department? Answer: In 1952, the City leased the site in question to George Atha. The lease has been transferred by the various lessees over the years. The oil and gas lease in question was never transferred directly from the Stinnetts to KI Enterprises ("KJ"). In 1994, the Stinnetts transferred two other oil and gas leases, and the accompanying wells, to Terra Exploration and Production Co. ("Terra"); as well as the oil well concerning the City lease; but they did not transfer the City oil and gas lease to Terra. However, in 1999, Terra transferred all three leases, and the accompanying oil wells, to KJ. In last year's litigation, the City argued, miter cilia, that KJ had no title in the City oil and gas lease because Terra never acquired it from the Stinnetts and thus could not legally convey it to KJ. 3. Is there documentation stating such a transfer? Does the City have such documentation? 4- Connie Brockway July 2, 2002 Page 2 Answer: We have in our possession all of the necessary documents. As part of acquiring the oil and gas in question, the City acquired the leasehold interests held in this lease from all previous owners, or purported owners, including the Stinnetts, Terra and KJ. CONCLUSION We trust that this memorandum answers the questions raised in your RLS No. 2001-0522. GAIL HUTTON City Attorney CITY CLERK'S ORIGINAL A TO FROM: CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION Gail Hutton, City Attorney Connie Brockway, City Clerk U2 SUBJECT: KJ Enterprises and Rosemarie Stinnett/Roy L. Stinnett — Oil & Gas Lease on City Property DATE: July 13, 2001 I have just received the above referenced item to add to the Council agenda. However, the City Clerk's Office needs clarification as -to the point in time when the Oil & Gas Lease was transferred from Stinnett to KJ Enterprises. The official file name is Stinnett; there is no reference to KJ Enterprises. 1. Should the attached file label be changed to indicate KJ Enterprises (formerly Stinnett)? 2. If so, when was the Oil & Gas Lease transferred from Stinnett to KJ Enterprises or is it in another department 3. Is there documentation stating such transfer? Does the City Attorney have such documentation? Please advise. CB:jh Attachment cc: Ray Silver, City Administrator g:/cbmemos/2001cbmem/kj enterprises-stinnett—jh.doc i e . Y. ..NY.r �T�: - .Ll GAG,-r}G._ . a-� r.1�+::.]i.�,`r.'.�=1'•+'. .V• `-; •'_ �_� r lri.�Y4 �f �x r• � .-f r�t� i ♦� _� x �.^r 1- F } - ;,� - s4ay. a�S�:��.��J; ,�!� ! %- -•L- � _ c � .cam � t _ 4 4. �� �i�, h� >� 17 r JJ CITY OF HUNTINGTON BEACH z Inter -Department Communication c N C-) To: CONNIE BROCKWAY, City Clerk From: GAIL HUTTON, City Attorney G Date: June 20, 2002 v1 D Subject: RLS No. 2001-0516 (Related to RLS No. 2001-0489). Rosemary Stinnett Quit Claim Deed Regarding Oil and Gas Lease On June 19, 2002, Special Counsel Robert J. Wheeler of this office met with Deputy City Clerk Jeffrey Hughes and finalized this RLS. Mr. Hughes, in language approved by Mr. Wheeler, added verbiage to the first page of the Stinnett quit claim deed indicating to the county recorder why the deed has to be again recorded (see Attachment No. 1). And second, once the original quit claim deed had been returned to your office, Mr. Hughes was able to attach your department's "deed certification" to it (see Attachment No. 2). We are now closing this RLS. XA�- 4 L� 4. GAIL HUTTON �\-l", City Attorney Attachments as noted' ATTACHMENT NO. 1 m 0 -j -W � vL1_ •o O J a-1 •r U w 0 W r G4J O w ++ O c� LW O [6 u -a v a a o en u 0 +� Cl) w .c u arw 0 ca L U) W raU a .H uw m •� � L 1. rn 0 •rl U -O a1 CO rn C - U •.., ze Vj 4 0 J 0 ro U U v a •4 m P; U �n A RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Huntington Beach 2000 Fain Street: Huntington Beach, CA 92648 APN: t48-121- 17 Recorded in Official Records, County of Orange Gary Granville, Clerk -Recorder Illll III lllll II ll II11I11 II I I II II I IIIiI NO FEE 2001038007910:49am 06111 [01 114 67 G02 4 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Tax- -E_xempt-Government Agency CITY F H ING N BEACH 5 By:... ....--•----•---•••--........ Deputy Ci Clerk QUITCLAIM AND SURRENDER OF OIL AND GAS LEASE THIS QUITCLAIM AND SURRENDER, is entered into at Camarillo, California, and effective this ?day of June, 2001, from ROSEMARIE STINNETT, as an individual and as Executrix and Personal Representative of the Estate of Roy L. Stinnett ("Stinnett"), to the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City'') RECITALS WHEREAS, the City entered into an oil and gas lease with Gdorge C. Atha, dated January 15, 1952, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587 (hereinafter referred to as the "CHB Lease") which affected certain real property located in Orange County, California, described therein (the "CHB Leasehold")-, and WHEREAS, the City is the fee owner of the real property more particularly described as: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SW/4SE/4) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). The Surface Property and the Mineral Rights are collectively referred to hereinafter as the "property"; and 12261\00C2\657352.1 i ATTACHMENT NO. 2 L141 r V XMN DEED CERTIFICATION CITY OF HUNTINGTON BEACH This is to certify that the interest in real property conveyed by the Deed dated JUNE 9, 2001 and approved by the City Council on July 16, 2001 from ROSEMARIE STINNETT to the CITY OF HUNTINGTON BEACH is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach pursuant to the authority conferred by Resolution No.3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof by its duly authorized officer. Dated: A -tip-02 CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CIVIC CITY CLERK By. ` Jeffre Hughes Deputy City Clerk g;lfoilowuydeedyaltdeedcert.doc Govemmenf Code § 27281 CITY CLERK'S ORIGINAL A CITY OF HUNTINGTON BEACH ' INTERDEPARTMENTAL COMMUNICATION TO: Gail Hutton, City Attorney Ray Silver, City Administrator FROM: Connie Brockway, City ClerkC8 SUBJECT: Certificate of Acceptance for the Quitclaim Deed Re: Oil & Gas Lease on City Property — RLS 2001-0489 DATE: July 12, 20701 I have received your response to my recent inquiry made regarding the Quitclaim deed negotiated between the City and Rosemary Stinnett. As part of your response, your office attached a Certifite_oLAcQ@ptance to be signed b the City Clerk upon Council approva . I am returning that Certificate of Acceptance to be included with the original ul c eed, of which your office currently maintains possession, to be presented to the City Council. I had requested that this item appear on the July 16, 2001 meeting. As the agenda deadline has passed will you please inform me of the date you will be oresentina the subiect to Council. T o please place wording on the deed stating the reason the deed has to be re -recorded such as -- Re-recording is necessary as the originally recorded deed lacked the City Clerk's Certificate of Acceptance on behalf of the City of Huntington Beach attached. CB:jh Attachments cc: Honorable Mayor & City Councilmembers g1cbmemos/2001cbmem/oil & gas leas rls 2001-0489—ftcloc 9 s J. CITY OF HUNTINGTON BEACH Inter -Department Communication TO: Connie Brockway, City Clerk FROM: Gail Hutton, Cite Attorney DATE: Ju=9,2001 SUBJECT: Oil and Gas Lease on City Property adjacent to the AES plant; RLS 2001-0489 Background The City is constructing a beach maintenance yard near the AES plant. The yard is located on City property that is subject to an oil and gas lease currently operated by KJ Enterprises. The original lease was granted in 1952 to George Atha. The lease grants the lessee not only oil and gas rights below the surface, but surface access for well -related equipment and storage rights above the surface. The lease has been transferred by the lessees over the years. Most recently, it was held by Rosemary Stinnett, who transferred the well (although not necessarily the lease) to Terra, who later transferred their interest to KJ Enterprises. In order to resolve ownership of the property, the City filed a quiet title action, entitled City of Huntington Beach v. KJ Enterprises, et al. In order to further help perfect the City's fee ownership, Real Property Agent Mike Heineke was directed to negotiate with Rosemary Stinnett to obtain a quitclaim deed to her interest in the property. Mr. Heineke was able to secure the quitclaim deed in exchange for $1,000, and apparently a release of Ms. Stennett's obligation, if any, to plug and abandon the well. QUESTIONS You've asked the following questions regarding (i) the Quitclaim Deed and (ii) the Release: 1. That the City Attorney draft a RCA requesting that the City Council approve the Quitclaim and further "approve as to form" the Quitclaim. 2. That the City Attorney determine whether a certificate of acceptance is required in connection with the Quitclaim. 3. That the City Attorney draft an RCA requesting City Council approval of Mike Heineke signing the Release. SF-2001 Memos: Clerk — 7-5 N 4. That the City Attorney "approve as to form" the Agreement between Mike Heineke and Rosemary Stennett releasing Ms. Stennett from plugging and abandoning City of Huntington Beach Well No. 1, and further determine if is it necessary that the Release be recorded. ANSWERS A Request for Council Action is being prepared in connection with the Settlement Agreement in the City of Huntington Beach v. KJEnterprises lawsuit. This Agreement will resolve ownership of this site. The Settlement Agreement will be between the current lessee, KJ Enterprises, and the City of Huntington Beach. The Real Estate Department and the City Attorney's Office will be preparing the RCA. We will also approve as to form both the Quitclaim Deed and the Release at that time. 2. California Government Code Section 27281 provides that any deed conveying an interest in real property cannot be recorded without a Certificate of Acceptance by the City Council. We have attached a Certificate of Acceptance for the Quitclaim Deed. We also anticipate that there be an additional Quitclaim Deed from KJ Enterprises and we will prepare a Certificate of Acceptance for that document as well. The City Council will authorize the City Clerk to sign both Certificates. In our opinion, Mr. Heineke did not have the authority to sign the Release on behalf of the City. However, we anticipate requesting Council approval for the Release as part of the RCA. 4. As mentioned above, we will approve the Release as to form in connection with the RCA for the Settlement Agreement. However, it is not necessary that the Release be acknowledged by Ms. Stinnett as it is not to be recorded. GAIL HliTTON City Attorney Attachment: Certificate of Acceptance. c: Bill Workman, Assistant City Administrator Clay Martin, Director of Administrative Services Matt Lamb, Manager Real Estate Michael Heineke, Real Property Agent SF-2001 Memos: Clerk — 7-5 CITY CLERK'S CERTIFICATE I, Connie Brockway, City Clerk of the City of Huntington Beach, County of Orange, State of California, do hereby certify that this "Quitclaim and Surrender of Oil and Gas Lease" from Rosemari6 Stinnett to the City of Huntington Beach was presented to the City Council of the City of Huntington Beach at a regular meeting held on the 161h day of July 2001, and that said Council did thereupon approve said Quitclaim Deed and accept it on behalf of the City of Huntington Beach. IN WITNESS WHEREOF, I have hereunto set my hand this . day of , 2001. Connie Brockway, City Clerk City of Huntington Beach SF-2001 Misc: Clerk's Certificate 7-9 RLS 2001-0489 e , RECORDING REQUESTED BY , AND WHEN RECORDED RETURN TO: City of Huntington Beach 2000 !Main Street: Huntington Beach, CA 92648 APN: l A S - 121 - t7 Recorded in Official Records, County of Orange Gary Granville, Clerk -Recorder IIII�I�llll�!I�IIIIIlllll!illlllll�IIIIIIII!IIIIIIINo FEE 2001038007910:49am 06111101 114 67 002 4 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 r Tax- Exem pt-Govern ment Agency 5 1 CITY F H ING N BEACH By.---- ..---- --------------------- Deputy Ci -Clerk QUITCLAIM AND SURRENDER OF OIL AND GAS „LEASE THIS QUITCLAIM AND SURRENDER, is entered into at Camarillo, California, and effective this _Mday of June, 2001, from ROSEMARIE STINNETT, as an individual and as Executrix and Personal Representative of the Estate of Roy L. Stinnett ("Stinnett"), to the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City"). RECITALS WHEREAS, the City entered into an oil and gas lease with George C. Atha, dated January 15, 1952, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587 (hereinafter referred to as the "CHB Lease") which affected certain real property located in Orange County, California, described therein (the "CHB Leasehold"); and WHEREAS, the City is the fee owner of the real property more particularly described as- - (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San.Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SWASE/4) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). The Surface Property and the Mineral Rights are collectively referred to hereinafter as the "property"; and 1 12261\CCO2\657352.1 WHEREAS, by certain mesne assignments, Stinnett's deceased husband, Roy L. Stinnett, who did business under the fictitious business name of "Stinnett Oil Company," was assigned the CHB Lease (the "Stinnett Assignment"); WHEREAS, Roy L. Stinnett, held or claimed an interest in the CHB, was an individual and is now deceased, and that Stinnett is his surviving spouse and the executrix and personal representative of such decedent's estate, and succeeded to all right, title and interest of Roy L. Stinnett and Stinnett Oil Company in the CHB Lease; and WHEREAS, the CHB Lease has terminated by its own terms and Stinnett, individually and in her capacity as Executrix and Personal Representative of the Estate of Roy L. Stinnett, is prepared to surrender to the City all of her right, title and interest, if any, in and to the Property, the CHB Lease and the CHB Leasehold in accordance with the terms of the Lease. WITNESSETH NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Stinnett, individually and in her capacity as Executrix and Personal Representative of the Estate of Roy L. Stinnett, hereby quitclaims, releases, remises, relinquishes and surrenders to the CITY OF HUNTINGTON BEACH, a municipal corporation, all of Stinnett's right, title and interest in and to the Property, the CHB Lease and the CHB Leasehold. IN WITNESS WHEREOF, Stinnett has executed this Quitclaim and Surrender as of the date first w7itten above. ROSEMARIE STINNETT, AS AN INDIVIDUAL AND AS EXECUTRIX AND PERSONAL REPRESENTATIVE OF THE ESTATE OF ROY L. STINNETT r ROSEMARIE ST1N TNETT 12251\C002\G57352.- - 2 - CALIFORNIA'ALL-PURPOSE ACKNOWLEDGMENT State of C91k_oy ni[. Countyof \10V<u�rri. ,M D On �s 1r,2 csq , Z to to - before me, l' 1 ire � � • -14y trYt�e.. ! jv Cate Name and Title of Officer (a-g., 'Jana Coe, Notary Pu�bl. 171 personally appeared 1n %*N rmeisl of ❑ personally known to me - OR proved to me on the basis of satisfactory evidence to be the person(s) whose nameN ishw.0 subscribed to the within instrument and acknowledged to me that-tiQsheM%W executed the same in`hWher/thai4authorized capacity(iec), and that by 'his/her/them signatureW on the instrument the person(s�. TIC L HEMST or the entity upon behalf of which the personW acted, COWA. #11. 7: executed the instrument. WFARY RAWC4WOV& i< WGloaam E� W1Y3o,20Cs ' WITNESS my hand and official seal. r Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: C C Individual Corporate Officer Title(s)- Partner — ❑ Limited ' General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Signer's Name: J El ❑ G Number of Pages: Individual Corporate Officer Title(s): Partner — ❑ Limited :j General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER a 1 P94 National Notary Association • 8236 Remmel Ave., P.O. Box 7184 • Canoga Park, CA 91309.7184 Prod. No 5907 Reorder. Call Toll -Free I-BCf1-876.8827 r. r02 • on before me. personally appeared _ _ ., _ - - Per3onally krK wn to me (or proved to me on of satisfactory evidence) to be the person(s) whose names) is/are subscribed to the within instrument a acknowledged to me that heishe/they executed the some in hisjherltheir outhofted caportfiy(Ies), and the by his/her/their signatures) cn the Instrument the persons) or entity upon behalf of which the person(s) acted. exgcuied the 1rutnanent. Vvq NM my hand and official seal. Signcr"e cn,� anw +br ------------------- GOVERNMENT CODE 27361.7 I certity under penalty of Pe*-rY that the Notary Seal on the document to wNch this statement Is attached reads as follows: 4 NAME OF THE NO'WRY: i DOTE COMMMON DS COUNTY WHERE BOND COMMISSION NUMBER: MANUFACTUREWROOR PLACE OF E)TCYtON: F f SIGNATURE: I certify under penalty of perjury and the lows of the State of California that the Negible portion of this document to wt ich this statement is attached reads as follows: Place of Execution Date M)Nk-R FQ�� (26) July 16, 2001 - Council/Agency Minutes - Page 26 A motion was made by Green, second Dettloff to Adopt Resolution No. 2001-43 fixing the Fiscal Year 2001/02 tax rate for the City of Huntington Beach at $0.04930 per $100 of assessed valuation and impounding the tax revenue (Attachment No. 2) — "A Resolution of the City Council of the City of Huntington Beach Fixing the Fiscal Year 200112002 Tax Rate and Impounding the Tax Revenues." The. motion carried by the following roll call vote: AYES: Green, Garofalo, Dettloff, Bauer NOES: Boardman, Cook, Julien Houchen ABSENT: None (City Council) Approved Settlement Agreement with KJ Enterprises, LLC, as Amended, to Incorporate "Deal Points" from the 7M6101 Staff Report and to indemnify the City Re: Environmental Contamination Relative to the Parcel (APN 148-121-17; Site of "CHB No.1 Well") -- Accepted Quitclaim Deed for the Acquisition of the Surface and Subsurface Rights Impacting Said Parcel Being Developed as the Beach Maintenance Facility — Approved Release Between City and R. Stinnett and Accepted Quitclaim Deed from R. Stinnett (600.10) The City Council considered a communication from the Administrative Services Director stating that the surface and subsurface rights must be acquired for the construction of the Beach Maintenance Facility on city -owned property located at 8669 Edison Way, north of Pacific Coast Highway and east of Newland Street. City Attorney.Gail Hutton requested an amendment.of the main motion to add a clause (to follow), and which will include the following Settlement Agreement deal points listed as bulleted items in the July 16, 2001 staff report, Request for Council Action (RCA): • City will deposit $250,000 in an escrow account to fund the settlement. • City to forgive past royalties owed to it by KJ under CHB Lease. • City to pay on KJ's behalf the past City oil production tax due on CHB No. 1 Well. • Mutual release of the claims asserted in the City's Complaint and KJ's Cross - Complaint: however, neither party will release any claims against Terra or any other third parties. • Kj to quitclaim to the City any and all rights, title and interest to the CHB Lease and the "Property," and KJ will warrant that no transfers or other such encumbrances of any interest have occurred in the CHB Lease since its acquisition from Terra. • KJ will stipulate to the entry of judgement in the Action on the City's quiet title cause of action set forth in the Complaint, and will dismiss its Cross - Complaint against the City with prejudice.. • Upon the execution of the Settlement Agreement and the receipt by the City of (1) a quitclaim of the lease in a form acceptable to counsel for the City; (2) the stipulation for Judgement and (3) dismissal of the Cross -Complaint in the Action, the City will pay KJ Enterprises $200,000 from escrow. • Each party will bear its own costs and attorney's fees relating to the Action. • City will proceed to complete the Action to quiet title as to all other defendants and to remove all other encumbrances or clouds on the City's title to the property or with respect to the CHB Lease. (27) July 16, 2001 - CouncillAgency Minutes - Page 27 • KJ will commence and complete the plugging and abandonment of the CHB No. 1 Well and equipment removal and will obtain all regulatory certifications thereof within 45 days of the approval date of the plugging and abandonment program. Upon the City's receipt of notices and verification from the Division of Oil, Gas and Geothermal Resources and the City of Huntington Beach Fire Department witnessing and approving such abandonment in accordance with all applicable state, federal, local rules, statutes, ordinances, regulations and orders, the City will pay KJ an additional amount of $50,000. • KJ will cut and cap all lines extending from the CHB Lease and remove that portion of the lines up to the Deeble Lease. • Failure by KJ to plug and abandon within 45 days of the program approval date will allow the City, at City's option to complete the plugging and abandonment itself and the $50,000 will no longer be due or payable to KJ. • KJ has salvage rights and salvage value to the oil production equipment and facilities removed from the property on or before September 8, 2001. Otherwise all the equipment and facilities remaining on the property will be considered the property of the City. • The City will be responsible for the site restoration and soil remedlation contained within the parcel owned by the City on which CHB No. 1 Well is located (148-121-17). • The Settlement Agreement will contain an indemnity of KJ for the City's removal of certain soil from the Property and storage of soil on a nearby property. KJ will indemnify the City for certain matters described in the Settlement Agreement. • The City can recommence its construction operations on the Property on July 9, 2001 and any court orders enjoining construction will be vacated. • If the Settlement Agreement is not fully executed by all parties and approved by City Council July 16, 2001, the City reserves the right to cancel this agreement and proceed with its lawsuit. • City agrees to take all pending motions off -calendar in the Action upon execution of a stipulation by counsel for the parties and entry by the Court of an order extending the time for the City to respond to KJ's Cross -Complaint until July 30, 2001. • if the Settlement Agreement is not executed by July 17, 2001, KJ may post the required preliminary injunction bond by no later than July 20, 2001; and the City may re -notice any motions, provided that KJ waives any and all claims it has or may have in connection with the City's construction activities on the site between June 7, 2001, and up until July 20, 2001, and the date KJ posts the bond. A motion was made by Garofalo, second Dettloff to: 1. (a) Approve the Release dated June 9, 2001, between the City of Huntington Beach and Rosemarie Stinnett and authorize Real Property Agent to sign on behalf of the City and authorize the City Clerk to attest to the Release, and (b) Authorize Director of Administrative Services Department to sign a more detailed Release for presentation to Mrs. Rosemarie Stinnett at a later date should it be necessary, and authorize the City Clerk to attest to the Release; (28) July 16, 2001 - Council/Agency Minutes - Page 28 and 2. (a) Approve and accept the Quitclaim Deed dated June 9, 2001, from Rosemarie Stinnett to the City of Huntington Beach and authorize the City Clerk to record the Quitclaim Deed on behalf of the city, and (b) Authorize payment to Rosemarie Stinnett in the amount of $1,000; and 3. Approve the Settlement Agreement entitled "Settlement and Transfer Agreement and Release" between KJ Enterprises, LLC and the City of Huntington Beach and authorize the Mayor to sign and the City Clerk to attest to the Settlement Agreement and Release, and approve, as amended, the following clause: subject to the approval of the final form of the Agreement by the City Administrator and City Attorney. The Agreement shall Incorporate the "deal points" set forth In the July 16, 2001 Request for Council Action and shall further provide that KJ Enterprises shall defend and indemnify the City as to any environmental contamination relating to Parcel APN 148-121-17. The City Administrator Is further authorized to extend the escrow for APN 148-121-17 as Is necessary to Implement this approval. and 4. Approve and accept the Quitclaim Deed from KJ Enterprises, LLC to the City of Huntington Beach and authorize the.City Clerk to record the Quitclaim Deed on behalf of the City. The motion carried by the following roll call vote: AYES: Green, Boardman, Julien Houchen, Garofalo, Dettloff, Bauer NOES: Cook ABSENT: None (City Council) Directed Staff to Request the Orange County Transportation Authority (OCTA) Board to Hold a Public Hearing re: the Proposed Santa Ana River Bridges Environmental Impact Report Prior to August 6, 2001 and to Request the OCTA Board to Adopt a Policy to Eliminate the Proposed Garfield and Banning Bridges from the Orange County Master Plan of Arterial Highways (800.45) The City Council considered a communication received from Councilmember Ralph Bauer transmitting the following Statement of Issue: The comment period for the Environmental Impact Report (EIR) concerning the proposed Banning and Garfield bridges over the Santa Ana River will end August 6, 2001. Although the Orange County Transportation Authority (OCTA) is holding some open houses in Huntington Beach, Fountain Valley, Costa Mesa, and Newport Beach, there is no public hearing being held by OCTA to receive public comments prior to August 6, 2001. The OCTA staff alone has decided that in the case of both bridges, a unanimous vote of the affected cities is required to eliminate the bridges from the Master Plan of Arterial Highways. We disagree with this policy. Historically, the cities were never unanimous in their views on the bridges; thus, the EIR was a waste of time and money. CITY OF HUNTINGTON BEACH MEETING DATE: July 16,2001 DEPARTMENT ID NUMBER: AS 01-022 Council/Agency Meeting Held: Deferred/Continued to: Approved ❑ Conditionally Approved ❑ Denie _ DEP�City Cie 's Signature Council Meeting Date: July 16,2001 Department ID Number: AS 01-022 a CITY OF HUNTINGTON BEACH r REQUEST FOR ACTION --`� m � SUBMITTED TO: HONORABLE MAYOR AND CITY O NC MEMBERS SUBMITTED BY: RAY SILVER, City Administrato v PREPARED BY: CLAY MARTIN, Administrative Services Director SUBJECT: Approve the Settlement Agreement with KJ Enterprises, LLC and Accept Quitclaim Deed for the acquisition of the surface and subsurface. rights impacting the parcel (APN 148-121-17) being developed as the Beach Maintenance Facility — Approve Release between City and R. Stinnett and Accept Quitclaim Deed from R. Stinnett Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The surface and subsurface rights must be acquired for the construction of the Beach Maintenance Facility. Funding Source: The cost for the settlement with KJ Enterprises has been paid by the appropriations for contingencies in the Beach Maintenance Facility Project account. This cost as well as the cost for change orders resulting from delays in the project will be added to the revenue bond issue for South Beach Phase II and subsequently reimbursed to the Beach Maintenance Facility Project account. The total added to the South Beach Phase 11 revenue bond as a result of the settlement is $300,000. Recommended Action: 1. (a) Approve the Release dated June 9, 2001, between the City of Huntington Beach and Rosemarie Stinnett and authorize Real Property Agent to sign on behalf of the City and authorize the City Clerk to attest to the Release, (b) Authorize Director of Administrative Services Department to sign a more detailed Release for presentation to Mrs. Rosemarie Stinnett at a later date should it be necessary, Authorize the City Clerk to attest to ' ., the Release. RCA KJ Enterprises Settlement Agreement vS -2- 07/13/01 2:01 PM 4� REQUEST FOR ACTION MEETING DATE: July 16,2001 DEPARTMENT ID NUMBER: AS 01-022 2. (a) Approve and Accept the Quitclaim Deed dated June 9, 2001, from Rosemarie Stinnett to the City of Huntington Beach and authorize the City Clerk to record the Quitclaim Deed on behalf of the city, (b) Authorize payment to Rosemarie Stinnett in the amount of $1,000. 3. Approve the Settlement Agreement entitled "SETTLEMENT AND TRANSFER AGREEMENT AND RELEASE" between KJ Enterprises, LLC and the City of Huntington Beach and authorize the Mayor to sign and the City Clerk to attest to the Settlement Agreement. iaf4fP►'bOleo N W%44w� - 5-e'e AOW4 A(R14% PA* Va. 113) 4. Approve and Accept the Quitclaim Deed from KJ Enterprises, LLC to the City of Huntington Beach and authorize the City Clerk to record the Quitclaim Deed on behalf of the City. Alternative Actions : Do not accept the Quitclaim Deeds, Releases and Settlement Agreement and direct the City Attorney to continue with the Quiet Title action filed with the Orange County Superior Court as Case No. 01 CC04184. Analysis: The City is the fee simple owner of the property located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Street in the City of Huntington Beach. On or about January 15, 1952, the City entered into an oil and gas lease with George C. Atha, covering and affecting the Property. The term of the lease extends for so long as oil is produced in "paying quantities". The lease grants the lessee not only oil and gas rights below the surface, but surface access for oil and gas well -related equipment and storage rights above the surface and limits the City's surface rights. The lease was repeatedly assigned. KJ Enterprises received an assignment of the lease in 1999 and operated the sigle well on the property, the "CHB No. 1 Well". KJ did not pay any royalties to the city and suspended production operations on the CHB No.1 Well for most of 2000. Production is currently shut-in as the result of orders by the California Division of Oil, Gas and Geothermal Resources and the City Fire Department until KJ demonstrates the mechanical integrity of its flow lines from the CHB No.1 Well. The City is currently constructing a Beach Maintenance Yard on the Property. The City designed the Beach Yard to avoid interference with any existing oil and gas operations on the surface. However, after construction began, K J Enterprises, through its attorney, has asserted that the City's actions are in violation of its lease rights. Although the City was desirous of co -existing on the site with KJ Enterprises, the attorney for KJ Enterprises threatened the City with litigation, on several occasions, if the City did not cease construction. On March 16, 2001, the City RCA KJ Enterprises settlement Agreement v5 -3- 07113/01 2:15 PM REQUEST FOR ACTION MEETING DATE: July 16,2001 DEPARTMENT ID NUMBER: AS 01-022 demanded that KJ Enterprises surrender its leased property and remove the oil well and related structures from the site on the grounds that the lease had terminated for lack of production in "paying quantities". When KJ Enterprises refused to do so, the City, on March 28, 2001, filed a complaint against KJ (and other defendants in the chain of title) entitled City of Huntington Beach v. KJ Enterprises, LLC, et al., [Orange County Superior Court -Case No. 01CC041841 for among other remedies, quiet title, ejectment and trespass. In due course, KJ Enterprises filed a cross - complaint against the City for an injunction to stop the construction of the Beach Maintenance Facility and damages. KJ did not file a tort claim with the City before filing suit. Counsel for the City has filed a demurrer to the cross -complaint and a motion to strike. The hearing on the demurrer is currently set for July 19, 2001. Trial is scheduled to commence on October 29, 2001. Stinnett Oil Company, a fictitious business name for Roy Stinnett, had previously operated the CHB No.1 Well. When Rosemarie Stinnett, the administrator of Mr. Stinnett's estate, assigned certain leases in 1996 to Terra Exploration & Production Co., KJ's predecessor in interest, the assignment mentioned the CHB No.1 Well, but failed to actually assign the lease. As a result of this omission, the chain of title for the lease indicated that Mrs. Stinnett was most likely the last record title owner of the CHB Lease. Accordingly, the City was compelled to name her as a defendant on the quiet title cause of action only, but did not seek damages from her. In exchange for a payment of $1,000 and a release from liability relating to the lease, Mrs. Stinnett agreed to quitclaim any interest in the CHB Lease to the City and to file a disclaimer in the quiet title action. Settlement Agreement deal points: City will deposit $250,000 in an escrow account to fund the settlement. City to forgive past royalties owed to it by KJ under CHB Lease. City to pay on KJ's behalf the past City oil production tax due on CHB No.1 Well. Mutual release of the claims asserted in the City's Complaint and KJ's Cross - Complaint: however, neither party will release any claims against Terra or any other third parties. KJ to quitclaim to the City any and all rights, title and interest to the CHB Lease and the "Property", and KJ will warrant that no transfers or other such encumbrances of any interest have occurred in the CHB Lease since its acquisition from Terra. KJ will stipulate to the entry of judgement in the Action on the City's quiet title cause of action set forth in the Complaint, and will dismiss its Cross -Complaint against the City with prejudice. RCA KJ Enterprises Settlement Agreement v5 -4- 07/13/01 3:07 PM REQUEST FOR ACTION MEETING DATE: July 16,2001 DEPARTMENT ID NUMBER: AS 01-022 • Upon the execution of the Settlement Agreement and the receipt by the City of (1) a quitclaim of the lease in a form acceptable to counsel for the City; (2) the stipulation for Judgement and (3) dismissal of the Cross -Complaint in the Action, the City will pay KJ Enterprises $200,000 from escrow. Each party will bear its own costs and attorney's fees relating to the Action. City will proceed to complete the Action to quiet title as to all other defendants and to remove all other encumbrances or clouds on the City's title to the property or with respect to the CHB Lease. KJ will commence and complete the plugging and abandonment of the CHB No.1 Well and equipment removal and will obtain all regulatory certifications thereof within 45 days of the approval date of the plugging and abandonment program. Upon the City's receipt of notices and verification from the Division of Oil, Gas and Geothermal Resources and the City of Huntington Beach Fire Department witnessing and approving such abandonment in accordance with all applicable state, federal, local rules, statutes, ordinances, regulations and orders, the City will pay KJ an additional amount of $50,000. KJ will cut and cap all lines extending from the CHB Lease and remove that portion of the lines up to the Deeble Lease. Failure by KJ to plug and abandon within 45 days of the program approval date will allow the City, at City's option to complete the plugging and abandonment itself and the $50,000 will no longer be due or payable to KJ. KJ has salvage rights and salvage value to the oil production equipment and facilities removed from the property on or before September 8, 2001. Otherwise all the equipment and facilities remaining on the property will be considered the property of the City. The City will be responsible for the site restoration and soil remediation contained within the parcel owned by the City on which CHB No.1 Well is located (148-121-17). The Settlement Agreement will contain an indemnity of KJ for the City's removal of certain soil from the Property and storage of soil on a nearby property. KJ will indemnify the City for certain matters described in the Settlement Agreement. The City can recommence its construction operations on the Property on July 9, 2001 and any court orders enjoining construction will be vacated. RCA KJ Enterprises Settlement Agreement v5 -5- 07/13/01 2:16 PM REQUEST FOR ACTION MEETING DATE: July 16,2001 DEPARTMENT ID NUMBER: AS 01-022 • If the Settlement Agreement is not fully executed by all parties and approved by City Council July 16, 2001, the City reserves the right to cancel this agreement and proceed with its lawsuit. • City agrees to take all pending motions off -calendar in the Action upon execution of a stipulation by counsel for the parties and entry by the Court of an order extending the time for the City to respond to KJ's Cross -Complaint until July 30, 2001. If the Settlement Agreement is not executed by July 17, 2001, KJ may post the required preliminary injunction bond by no later than July 20, 2001; and the City may re -notice any motions, provided that KJ waives any and all claims it has or may have in connection with the City's construction activities on the site between June 7, 2001, and up until July 20, 2001, and the date KJ posts the bond. Environmental Status: Not applicable. The proposed construction of • the beach maintenance facility was previously analyzed under Mitigated Negative Declaration No. 99- 15. Attachment(s): 1 Release - City of Huntington Beach to Rosemarie Stinnett 2 Quitclaim Deed — Rosemarie Stinnett to City of Huntington Beach 3 Settlement Agreement - City of Huntington Beach & KJ Enterprises, LLC (To be transmitted as a late communication) 4 Quitclaim Deed — KJ Enterprises, LLC to City of Huntington Beach (To be transmitted as a late communication) RCA Author: M. Heineke RCA KJ Enterprises Settlement Agreement v6 -6- 07/13/01 2:01 PM (23) July 16, 2001 - Council/Agency Agenda - Page 23 +1" F-4. (City Council) Approve the Settlement Agreement with KJ Enterprises. LLC and Accept Quitclaim Deed for the Acquisition of the Surface and Subsurface Rights Impacting the Parcel APN 148-121-17 Being Developed as the Beach Maintenance Facility — Approved Release Between City and R. Stinnett and Accept Quitclaim Deed from R. Stinnett (600.10) Communication from the Administrative Services Director stating that the surface and subsurface rights must be acquired for the construction of the Beach Maintenance Facility on city -owned property located at 8669 Edison Way, north of Pacific Coast Highway and east of Newland Street. Recommended Action: Motion to: 1. (a) Approve the Release dated June 9, 2001, between the City of Huntington Beach and Rosemarie Stinnett and authorize Real Property Ag to be =Administrative et Clerk to attest to the Releas , (b) Authorize Director of es Department to sign a ore ailed Release for presentation tinnett at a late ould it be necessary and authorize the the Release: and 2. (a) Approve and accept the Quitclaim Deed dated June 9, 2001, from Rosemarie Stinnett to the City of Huntington Beach and authorize the City Clerk to ab record the Quitclaim Deed on behalf of the city, (b) Authorize payment to Rosemarie Stinnett in the amount of $1,000; and 3. Approve the Settlement Agreement entitled "Settlement and Transfer Agreement and Release" between KJ Enterprises, LLC and the City of Huntington Beach and authorize the Mayor to sign and the City Clerk to attest to the Settlement Agreement, subject to the approval of the final form of the Agreement by the City Administrator and City Attorney. The Agreement shall incorporate the "deal points" set forth in the July 18, 2001 Request for Council Action and shall further provide that KJ Enterprises shall defend and indemnify the City as to any environmental contamination relating to Parcel APN 148-121-15. The City Administrator is further authorized to extend the escrow for APN 148-121-17 as is necessary to implement this approval. and 4. Approve and accept the Quitclaim Deed from KJ Enterprises, LLC to the City of Huntington Beach and authorize the City Clerk to record the Quitclaim Deed on behalf of the City. [Approved as amended 6-1 (Cook No)] 03 XV, VftWkb 0-la t�—J ATTACHMENT #1 RELEASE The City of Huntin ton Beach, a municipal corporation, hereby releases Rosemarie Stinnett, an individual',TTom any obligation relating to plugging and abandonment of the CHB Number 1 Well .located in the City of Huntington Beach, California. City of Huntington Beach By I . ljz'A,� Michael L. H.eineke Rosemarie Stinnett AA z A r% a5 CY2CUTXI)C PC40 RE2S014AL t'AE 1ESiPrTE dF IZoy L. 51rinnet J 12261\0002\657356.1 Vr*— G/49/di/ ATTACHMENT #2 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK li-•ncrvme 19, 2092 0 July 1, 2002 Darlene J. Bloom County Clerk -Recorder P. O. Box 238 Santa Ana, CA 92702 CALIFORNIA 92648 Attached please find a corrected Quitclaim and Surrender of Oil & Gas Lease to be re -recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. The re-recording of the Quitclaim is necessary as the original recordation of the deed lacked the City Clerk's Certificate of Acceptance on behalf of the City of Huntington Beach, now attached. The reason for re-recording is also noted on the Quitclaim document itself. Please return a conformed copy of Quitclaim when recorded to this office in the enclosed self- addressed stamped envelope. Thank you. V R Connie Brockway, CIVIC City Clerk Attachments g./followuplmisc...doc Quitclaim and Surrender of Oil & Gas Lease — Rosemarie Stinnett {Telephone: 714536-6227 i RETURN ADDRESS: C{5� p7e 4i�'7_1� - �.v ./Sox /90 Regretfully your unrecorded 9 xq,9 DATE RETD J U N 2 5 2002 naming Ma'+l-� together with your remittance of $ , Ck. No. is being returned as your document is deficient in the area(s) indicated below: (1) The recorder can find no provision in the law authorizing the recording of the enclosed document(s). (2) Recording cannot be performed in this county.. Please forward your document to County Recorder. (3) For proper indexing: a. "Et al" is not acceptable; all parties must be named. b. The name of the company, corporation or partnership must be at the signature point. c. The trustee of a trust must be identified as such. d. The names in the caption, execution and notary acknowledgment must match. e. The caption of the document and signature point need to identify who the custodian/agent represents (4) The Documentary Transfer Tax declaration must be completed to show either the amount of tax due or an acceptable reason for exemption. (See enclosed bulletin.) If there is "No consideration," document must so state. (5) The city where the property is located or."unincorporated area," -is required on the deed and the tax declaration must indicate how the tax was computed. (6) The preliminary change of ownership report is required. Please complete or correct the areas marked in red. (7) The notary acknowledgment is incomplete (please see red mark) or is on an outdated form. A "General Acknowledgment" form is required. (See enclosed sample.) (8) The notary seal is illegible. You may have the notary restamp the document clearly or you may complete the enclosed certification under the penalty of perjury. Adding the "Penalty of Perjury" statement will increase the fee by $ (9) Portion(s) of the document are illegible (please see red mark). You may execute and submit a new original, or complete the enclosed certification under penalty of perjury. Adding the "Penalty of Perjury" statement will increase the fee by $ (10) The legal description/exhibit has been omitted. All exhibits must be referenced in the body of the document and appropriately labeled. (11) Recording reference (date and document number or book and page) of the prior recorded document is incorrect or was omitted. (12) Abstracts of judgment must contain the address of the judgment creditor(s), the address of the judgment debtor(s) and the address at which the summons was served or mailed. (13) Pursuant to Government Code sections 27288.1 and 27201, all parties whose interest is affected must be named and identified (i.e. owner etc.). (14) To properly perfect a security interest, this UCC-1 must be.filed with the Secretary of State, Uniform Commercial Code Division, P.O. Box 1738, Sacramento, CA 95808, unless it is a "fixture filing" pursuant to.UCC section 9313. Any Financing Statement covering fixtures must Include a statement that it is a fixture filing to be recorded in the real estate records, a description of real property in Orange County and, if the debtor does not own the real property, the name of the owner. We have received your check without a document or letter of instruction. We are unable to determine the intent of the fees. The correct fee is $ . If an -attachment is added to the document, the fee will increase as stated on -.the- attached fee schedule. OTHER: 10-Z, — THANK YOU FOR YOUR COOPERATION DARLENE J. BLOOM, INTERIM COUNTY CLERK -RECORDER BY Deputy Recorder Recorder 1 .o F0662.105 (R10196) Please return to: Clerk -Recorder P.O. Box 238 Santa Ana, CA 92702-0238 (714) 834-2887 ICJ 6p,10 CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK June 18, 2002 Darlene J. Bloom County Clerk -Recorder P. O. Box 238 Santa Ana, CA 92702 Attached please find a corrected Quitclaim and Surrender of 011 & Gas Lease to be re -recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed copy of Quitclaim when recorded to this office in the enclosed self- addressed stamped envelope. dmw'� owo,�vy- Connie Brockway, CMC City Clerk Attachments ofollowup/misc... doc Quitclaim and Surrender of Oil & Gas Lease — Rosemarie Stinnett l Telephon e: 71453"2271 f O�pl �iN�L a ;1% �+j ..4 w U O a O 0 •4 w ++ O o Cd a m 4. A e to O •� a :a u o +� a a 4 u W d Ca w 0 >1 a �4j toM O u f l -:.0 a r-I :n a a G- u 4 p ,-4 Rf �J C7 c• A U " CO cr • 4 a 4 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Of Huntington Beach 2000 14ain Street Huntington Beach, CA 92648 APN: Recorded in Official Records, Count, of Orange Gary Granville, Clerk -Recorder IIIIIIIIII!'111i1111111111111111111111111i111111111NO FEE 2001038007910.,49am 06111/01 114 67 G02 4 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Tax -Exempt -Government Agency CITY F H N 11IG H BEACH By:-( Deputy Ci Clerk UITCLAIM AND SURRENDER OF OIL AND GAS LEASE THIS QUITCLAIM AND SURRENDER, is entered into at Camarillo, California, and effective this _Mday of June, 2001, from ROSEMARIE STINNETT, as an individual and as Executrix and Personal Representative of the Estate of Roy L. Stinnett ("Stinnett"), to the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City") RECITALS WHEREAS, the City entered into an oil and gas lease with George C. Atha, dated January 15, 1952, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587 (hereinafter referred to as the "CHB Lease") which affected certain real property located in Orange County, California, described therein (the "CHB Leasehold"); and WHEREAS, the City is the fee owner of the real property more particularly described as: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California (the "'Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SW/4SE/4) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, . page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). The Surface Property and the Mineral Rights are collectively referred to hereinafter as the "property"; and 12261\0002\657352.1 WHEREAS, by certain mesne assignments, Stinnett's deceased husband, Roy L. Stinnett, who did business under the fictitious business name of "Stinnett Oil Company," was assigned the CHB Lease (the "Stinnett Assignment"); WHEREAS, Roy L. Stinnett, held or claimed an interest in the CHB, was an individual and is now deceased, and that Stinnett is his surviving spouse and the executrix and personal representative of such decedent's estate, and succeeded to all right, title and interest of Roy L. Stinnett and Stinnett Oil Company in the CHB Lease; and WHEREAS, the CHB Lease has terminated by its own terms and Stinnett, individually ajid in her capacity as Executrix and Personal Representative of the Estate of Roy L. Stinnett, is prepared to surrender to the City all of her right, title and interest, if any, in and to the Property, the CHB Lease and the CHB Leasehold in'accordance with the terms of the Lease. WITNESSETH NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Stinnett, individually and in her capacity as' Executrix and Personal Representative of the Estate of Roy L. Stinnett, hereby quitclaims, releases, remises, relinquishes and surrenders to the CITY OF HUNTINGTON BEACH, a municipal corporation, all of Stinnett's right, title and interest in and to the Property, the CHB Lease and the CHB Leasehold. IN WITNESS WHEREOF, Stinnett has executed this Quitclaim and Surrender as of the date first written above. ROSEMARIE STINNETT, AS AN INDIVIDU&L AND AS EXECUTRIX AND PERSONAL REPRESENTATIVE OF THE ESTATE OF ROY L. STINNETT ROSEMARIE STINNETT 12261\0002\6573-52.1 - 2 - CALIIFORNIA,ALL-PURPOSE ACKNOWLEDGMENT State of CALF Orin+ County of �Plin Ca - On ..G u Ne_ owl 1 Z O 01 before me, ._ m l Glnae L. U 4-�tttie�q- _ w2a5l4ljv Data 0�1 _ Name and Title of Officer (e-g.,'Jano Doe, Notary Pub ic') personally appeared IrN ❑ personally known to me - OR proved to me on the basis of satisfactory evidence to be the persons) whose name(s,) istsW subscribed to the within instrument and acknowledged to me that Wshe/tMy executed the same in`Wher/t skauthorized capacity(ies), and that by IiWher/ft* signature( on the instrument the person(s} L WNW or the entity upon behalf of which the person(e) acted, Comm* #1We executed the instrument. iJpGitY Af�It:CAi,O�piBs- r WS�OIDU riy r WCMR0* MAY30.20M ' WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the infomration below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capaclty(les) Claimed by Signer(s) Signer's Name: El C Individual Corporate Officer Title(s): Partner — Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER Top of IhL-nb nere Signer's Name: 4 ❑ Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attomey-in-Fact Trustee Guardian or Conservator Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER .. 0199a National Notary Association • 8236 Remmet Ave.. PO. Box 7184 - Canoga Park. CA 91309-M4 Prod. No 5907 Reorder. Call Toll -Free 1.800.876-6827 COON= aF } On appeared proved to me on Me., the within instrument before me, personally personally WN)wn to me (or of satisfactory evidence) to be the person(s) whose name($) Is/are subscribed to authortzed capacftY(les). and behalf of which the persons) + wledged to me that he/she/they executed the same In t*/herjtheir by his/her/their signature($) on the Instrunment the person($) or entity upon WETNESS my hand and official seal. Signature the instrument. (rhkomalorso* GOVERNMENT CODE 27361. 7 I certify under penalty of pe*.ry that the Notory Sod on the document to which this statement Is attached reads as follows: NAAC OF THE NOTARY: _ 1- I 1 e-rl.Q-0i _ .- . Lam'„! e- lr n 0— w DATE COMP AlS40N EMU: -2-C • �- :• a ��1WFA I i lom , • ��� • is _• I to I certify under perxotty of penury and the laws of the State of California than the amble portion of this document to which this statement Is attached reads as fokftm Q Signature: CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK DEED CERTIFICATION CITY OF HUNTINGTON BEACH CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Deed dated .TUNE 9, 2001 and approved by the City Council on July 16, 2001 from ROSEMARIE STINNETT to the CITY OF HUNTINGTON BEACH is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach pursuant to the authority conferred by Resolution No.3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof by its duly authorized officer. Dated: CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CITY CLERK By: Jeffr ughes Deputy City Clerk g:lfollawupldeedslaltdeedcert. doc (Telephone: 714-538-5227 ) Government Code § 27281 (TO BE TRANSMITTED AS A LATE COMMUMCATION) ATTACHMENT #3 11 CITY CLERK'S ORIGINAL SETTLEMENT AND TRANSFER AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT (hereinafter, the "Agreement") is made and entered into as of July 17, 2001(the "Effective Date") between the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City") and KJ ENTERPRISES, LLC, a California limited liability company ("KY). [The parties to this Agreement are sometimes collectively referred to as the QSettling PartiesO.] RECITALS WHEREAS, the City is the fee simple owner of the following described property located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land,145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19,1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SW/4SE/4) of Section 13, Township 6 South, Range 11 West; S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13,1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). WHEREAS, the Surface Property and the Mineral Rights are referred to collectively as the "Property"; WHEREAS, on or about January 15, 1952, the City entered into an oil and gas lease with George C. Atha, covering and affecting the Property, which was recorded in the Official Records of Orange County, California on February 28,1952 in Book 2294, page 587, and the described Oil and Gas Lease, as amended, modified and extended by the instruments attached as Exhibits A, B, C, D and E to the Complaint in the Action (as those terms are defined herein), is referred to hereinafter as the "CHB Lease"; WHEREAS, KJ Enterprises is the assignee named in an instrument entitled "Assignment of Oil and Gas Lease," dated as of April 1, 1999 from Terra Exploration & Production Company ("Terra"), as the assignor, and recorded in the Official Records of Orange County, California on June 21, 1999 as Document No. 1990458937 (the "Kl Assignment"); 12261100021660621.9 -1- WHEREAS, a dispute arose between the City and KJ over their rights and obligations under and with respect to the CHB Lease; WHEREAS, in March 2001, the City filed a complaint (the "Complaint") in the Superior Court for the County of Orange, entitled City of Huntington Beach v. KJ Enterprises, LLC, et al., 10range County Superior Court Case No. 01CC04184j (the "Action") seeking, among other things, to quiet its title to the Property and the CHB Lease; . WHEREAS, KJ filed a Cross -Complaint in the Action (the "Cross -Complaint") seeking, among other things, injunctive relief to enjoin the City's construction of a beach maintenance facility on the Surface Property; WHEREAS, the Settling Parties have agreed to settle the Action, and the respective claims of the City and KJ set forth in the Complaint and the Cross -Complaint, and to provide for a release of all such claims, on the terms and conditions of this Agreement; WHEREAS, as part of such settlement, KJ also desires to sell to the City and the City wishes to acquire any right, title and interest which KJ may have in and to the CHB Lease and acquired pursuant to the KJ Assignment, on the terms and conditions set forth herein; and WHEREAS, the City has deposited the sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) in Escrow Account No. 80672-CE with North American Title Company, located at 505 S. Main Street, Suite 101, Orange, CA 92868 (the "Escrow Company") to fund the settlement provided herein. WITNESSETH NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged, KJ and the City hereby agree, as follows: Closing a. The parties understand and agree that the execution and implementation of this Agreement requires the approval of the City Council of the City and is of no force and effect absent such approval. Provided, however, the approval of this Agreement will be considered by the Council on Monday, July 16, 2001. Accordingly, the Closing Date for this Agreement shall be the day following Council approval of this Agreement (the "Closing Date"), subject only to such extensions as the parties may agree in writing. b. KJ shall execute and deliver to the Escrow Company by no later than 5:00 p.m. on Monday, July 16, 2001, fully executed and, as applicable, acknowledged, duplicate original copies of (i) this Agreement; and (ii) the Deed attached hereto as Exhibit "A". Counsel for KJ shall execute and deliver to John J. Harris of Richards, Watson & Gershon, Counsel for the City, by no later than 5:00 p.m. on Monday, July 16, 2001, fully executed original copies of (iii) the dismissal of KJ's Cross -Complaint, in the form attached hereto as Exhibit "B"; (iv) the Stipulation for Judgment, 12261100021660621.9 -2- in the form attached hereto as Exhibit "C"; and (iv) the Stipulation dissolving any injunctions or restraining orders entered in the Action, in the form attached hereto as Exhibit "W . KJ will also deliver to the Escrow Company photocopies of the executed versions of Exhibits B, C and D. c. On the Closing Date, KJ will also deliver to the Escrow Company any other documents or other instruments, duly executed and acknowledged, necessary to transfer all of KJ's right, title and interest in the Mineral Rights, the Property and the CHB Lease. d. The City shall execute and deliver to the Escrow Company fully executed duplicate original copies of this Agreement by 5:00 p.m. on the Closing Date. 2. Quitclaim of the CHB Lease. a. KJ will deliver to the Escrow Company, at the time and in the manner set forth in Section 1(a) above, a Deed in the form attached hereto as Exhibit "A" (the "Deed") and approved by the City, and effective as of the Effective Date, by which KJ will sell, grant, transfer, quitclaim, assign and convey to the City, the CHB Lease and KJ's entire right, title and interest in and to the CHB Lease, the Mineral Rights, and the Property, if any. By way of enumeration, the property sold to the City hereunder includes (i) all oil, gas and mineral rights, privileges, easements, rights of access, leases, licenses, and permits held by KJ and relating to or benefiting the Property or the CHB Lease in any way, and the ownership and operation thereof; (ii) (except as expressly provided herein) all property, whether tangible or intangible, and all rights incident to the Property and the CHB Lease relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, or gases, liquids or fluids, or other minerals, and all buildings, structures, improvements, pipelines, fixtures, valves, facilities, vessels and equipment of every kind, character and description used or useful in connection with such operations, whether or not such operations are conducted on the Property; (iii) all leases, agreements, royalty interests or contracts pertaining to the Property or the CHB Lease; (iv) any appurtenant agreements or easements affecting or benefiting the CHB Lease or the operation thereof; (v) the benefit of the right to enforce any covenants, indemnities or warranties which KJ is entitled to enforce against any person or entity with respect to the Property or the CHB Lease; and (vi) all other rights relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, gases, liquids or fluids, or other minerals, whether or not the same is produced or recovered on or from the Property, and including but not limited to all rights of surface or subsurface entry or access rights, rights of way, easements, covenants, and other appurtenances and interests relating to such rights or necessary to take full advantage of such rights, including but not limited to the right to produce or inject water or wastewater, or to store water, oil, gas or other hydrocarbon substances on the surface or subsurface of the Property, and to use the Property for any purposes. However, while as a result of this Agreement and the Deed, KJ will have no further rights or interest whatsoever in the Property, the Surface Property, the Mineral Rights or the CHB Lease, or to use the Property, the Surface Property, the Mineral Rights or the CHB Lease for any purpose, nothing herein is intended to transfer any easements, rights, access or interest which KJ may have in any other property (such as the "Deeble Leases"). KJ will warrant in the Deed that it acquired all of the working and other interests in the CHB Lease, including all interests in the CHB Lease of Terra Exploration & Production Company 12261\0002\660621.9 -3- ("Terra"), and that KJ has made no transfers or encumbrances of any interest in the CHB Lease since its acquisition from Terra, and that there are no liens, encumbrances or financing statements affecting or encumbering the CHB Lease or any interest therein or any of the Producing Facilities (as defined herein). b. All instruments of conveyance described herein will be in a form satisfactory to the City. The instruments conveying title shall be in a recordable form and shall be properly acknowledged and shall be consistent with the warranties by KJ as set forth herein. C. KJ and the City agree that the transfer and quitclaim of the CHB Lease and any real or personal property or other interests described herein shall cover all of KJ's right, title and interest in and to the Mineral Rights, the Property, the Surface Property and the CHB Lease, and such other real and personal property and interests therein, regardless of whether the same is specifically described in any of the instruments of conveyance, as are necessary to carry out the terms of this Agreement, provided however, that no personal property not located on the Surface Property shall be transferred to the City. d. All risk of loss with respect to the Property and the property conveyed pursuant to this Agreement will remain with KJ until the Closing Date, and the risk of loss with respect to the City's operations on the Surface Property shall pass to the City after July 10, 2001, except as provided herein (for example, any risk of loss relating to KJ's plugging and abandonment operations pursuant to Section 4 of this Agreement shall remain with KJ). I Payment a. On the Closing Date, and following confirmation by the Escrow Company of its receipt and of the receipt by Counsel for the City of the documents described in Section 1 above, the Escrow Company will disburse the sum of Two Hundred Thousand Dollars ($200,000.00) [the "Settlement Proceeds"] to KJ. b. Promptly following the Closing Date, the City will pay on KJ's behalf the past City oil production taxes due from KJ through the Effective Date with respect to the CHB No. 1 Well (API No. 059-05856) only (the "City Tax Claim]. c. As of the Closing Date, the City will forgive the payment by KJ of any and all royalties, whether past, present or future, due under the CHB Lease from KJ on hydrocarbons produced from the CHB Lease. 4. Plugging and Abandonment a. Promptly following the Closing Date, KJ will commence and will complete the plugging and abandonment of the CHB No. 1 Well and the removal of the following personal property, fixtures, facilities and equipment: tubing, casing, wellheads, pumping units, production units, compressors, valves, and meters (collectively, "Producing Facilities") on the Property, in accordance with the CHB Lease, the provisions of this Agreement and applicable Environmental 12261N0002\660621.9 -4- Laws (as defined herein), including the Public Resources Code, and the regulations and guidelines of the California Division of Oil and Geothermal Resources ("DOGGR") and the City of Huntington Beach Fire Department ("HBFD"). Any other related personal property, fixtures, facilities and equipment on the Surface Property may be removed by KJ prior to the Abandonment Completion Date (the "Remaining Lease Equipment"). Additionally, KJ will cut and cap all pipelines and flowlines extending from the CHB Lease at the point that they exit the Northeasterly side of the flood control channel and shall remove those portions of lines up to the Deeble Lease boundary line. b. KJ will submit the applicable programs, notices and applications for the plugging and abandonment of the Producing Facilities (including the CHB No.1 Well) [collectively, the "Applications"] for approval to the DOGGR, the HBFD, and to Michael Heineke of the City (at the address set forth in Section 13 below) by no later than the Closing Date. (The date of the approval of the Applications by both the DOGGR and the HBFD is referred to herein as the "Approval Date".) KJ will provide the City with copies of the approval of such Applications by the DOGGR and the HBFD within five (5) days of the Approval Date. C. KJ will complete the plugging, abandonment and removal of all of the Producing Facilities on the Property and will obtain and deliver to the City all regulatory notices, certifications and verifications thereof from the DOGGR and HBFD by no later than forty-five days (45) following the Approval Date or August 30, 2001, whichever date is earlier. Such date by which such plugging, abandonment and removal operations shall be completed is referred to hereinafter as the "Abandonment Completion Date". Provided, however, that in no event shall the Abandonment Completion Date be later than August 30, 2001. d. KJ will ensure that the plugging and abandonment activities will not interfere with City's ongoing construction activities of the beach maintenance facility at the Property. The City will work cooperatively to provide the appropriate space required to KJ for the plugging and abandonment operations. e. Upon the City's timely receipt on or prior to the Abandonment Completion Date of (a) the notices and verifications from the DOGGR and the HBFD witnessing and approving the abandonment of the CHB No.1 Well in accordance with all applicable Environmental Laws and the Public Resources Code, and the regulations, orders and guidelines of the DOGGR and the HBFD, and this Agreement; and (b) notices and verifications from the appropriate regulatory agency, confirming and approving that KJ has properly cut and capped and abandoned all pipelines and flowlines extending from the Northeasterly side of the Orange County Flood Control Channel to the Deeble Lease boundary line, the City will direct the Escrow Company to disburse to KJ an additional amount of Fifty Thousand Dollars ($50,000) [the "Abandonment Payment"]. L KJ will also be entitled to salvage and to the salvage value of any of its Producing Facilities removed from the Property on or before September 8, 2001. g. If the plugging and abandonment of CHB No. 1 Well and the removal of related Producing Facilities is not completed, approved and certified, as provided herein, on or 12261\0002\660621.9 -5- before the Abandonment Completion Date, then the City will have the option to complete the plugging and abandonment itself and the $50,000 Abandonment Payment provided in subsection (e) above will no longer be due or payable to KJ. If the City does not give notice to the Escrow Company to disburse the Abandonment Payment to KJ by close of business on the Abandonment Completion Date, the Escrow Company will immediately disburse the Abandonment Payment and all other funds in the Escrow to the City upon the City's request without the necessity of any notice or agreement by KJ. KJ hereby waives any claim against the Escrow Company relating to the release of the Abandonment Payment after the Abandonment Completion Date. h. If KJ does not fully complete the plugging and abandonment of the Producing Facilities in the manner provided herein by the Abandonment Completion Date, the City shall also have the option to take title to all such Producing Facilities and Remaining Lease Equipment remaining on the Surface Property only after September 8, 2001, and upon exercise of such option, such Producing Facilities and Remaining Lease Equipment will be considered the property of the City, and the City will have the right to remove, use, salvage or dispose any and all Producing Facilities and Remaining Lease Equipment on the Surface Property thereafter and to retain the proceeds from the salvage or sale of any such Producing Facilities and Remaining Lease Equipment without any right to reimbursement or other payment to KJ. KJ will promptly execute any documents requested by the City confirming transfer of ownership of any such Producing Facilities and Remaining Lease Equipment. i. The City agrees to be responsible at its own expense and without any right of reimbursement for KJ for the remediation of any soil impacted by Contaminants located on the Surface Property only, to the extent required by applicable Environmental Laws (as defined herein). Provided, however, the City shall not have any responsibility for the remediation of any groundwater or surface water, whether located on the Surface Property or any other portion of the Property, or the "OCFCD Parcel" (as defined below), or offsite, nor shall the City have any responsibility for the remediation or removal of any soil which is not located on the Surface Property. j. The City further agrees to fill that portion of Us flowline extending from the boundary of the Surface Property with the "OCFCD Parcel" to the Northeasterly side of the Orange County Flood Control Channel. Notwithstanding any other provision of this Agreement, nothing is this Agreement is intended, nor shall this Agreement be construed, to transfer ownership of or responsibility for any pipelines or flowlines which are not located on the Surface Property. 5. Quiet Title Action a. KJ and its attorney of record in the Action shall sign and shall deliver to the City's attorneys by no later than 5:00 p.m. on Monday, July 16, 2001, the "Stipulation For Entry Of Judgment Pursuant To Settlement Agreement", with the attached "Stipulated Judgment", both of which are attached hereto as Exhibit "B", which shall be filed in the Action promptly following the Closing Date. 1226110Q021660621.9 -6- b. KJ's attorney of record in the Action shall sign and shall deliver to the City's attorneys by no later than 5:00 p.m. on Monday, July 16, 2001, a dismissal of the KJ Cross - Complaint, with prejudice, in the form attached hereto as Exhibit "C". The foregoing dismissal shall be as to all claims and causes of action and shall list all parties named in such Cross -Complaint, and shall be filed and served on each of the other parties promptly following the Closing Date. However, KJ will reserve all rights it has as to Terra. c. KJ's attorney of record in the Action shall sign and shall deliver to the City's attorneys by no later than 5:00 p.m. on Monday, July 16, 2001, a stipulation requesting the dissolution or vacation by the Court in the Action of any and all orders restraining the City's construction of the Beach Maintenance Facility on the Property and other operations by the City on the Property, including but not limited to the Temporary Restraining Order entered by the Court on May 31, 2001 and the minute order entered on June 7, 2001, restraining such construction activities. Such Stipulation will be in the form attached hereto as Exhibit "D". d. Each of the parties to this Agreement shall bear their own costs, attorneys' fees, and related expenses with respect to the Action and in connection with the preparation, signing and implementation of this Agreement or the transactions contemplated hereby. e. The City will proceed to complete the Action to quiet title as to all other defendants and to remove all other encumbrances or clouds on the City's title to the Property, the Mineral Rights or with respect to the CHB Lease. KJ will cooperate with the City in completing the Action as to other defendants. To the extent any other defendants in the Action and any other person or entity who claims an interest in or to the CHB Lease do not voluntarily quitclaim their interests to the City, KJ will assist the City in completing the quiet title action for the purpose of obtaining a judicial declaration clearing the City's title to the Property and determining that the CHB Lease has been terminated. However, said cooperation will not require KJ to waive rights against Terra. f. It is the intent of the Settling Parties and each agrees that the provisions of this Agreement, including the release of KJ set forth herein, shall not be considered or interpreted as a ratification of the CHB Lease, nor as a waiver or an estoppel of any type, nor as an agreement or acknowledgement that the CHB Lease remains in effect at time this Agreement is executed or that the CHB Lease has not terminated by its own terms. g. The City agrees to take all pending motions off -calendar in the Action, upon execution of a stipulation by counsel for the parties and entry by the Court of an order extending the time for the City to respond to KJ's Cross -Complaint until July 30, 2001. h. Should this Agreement not be fully executed by July 18, 2001, KJ may post the required preliminary injunction bond by no later than July 20, 2001, and the City may re -notice the any motions, provided that KJ waives any and all claims it has or may have in connection with the City's construction activities on the Property between June 7, 2001 and July 20, 2001, the last day by which KJ may post the bond. 12261\0002\660621.9 -7- 6. Release a. With the exception of the rights and obligations created by this Agreement or as otherwise expressly provided herein, the City does fully and forever release and discharge KJ and its members, employees, former employees, attorneys, as well as the spouses of any of the foregoing identified parties, from any and all rights, claims, demands, obligations, causes of action, liens, debts, costs, expenses, compensation, liabilities and, which the City has or may have at this time, or at any time heretofore have had against KJ, which arise out of or are related to the claims with respect to the CHB Lease set forth in the Complaint in Action, through the date of this Agreement, including any claims against KJ for unpaid royalties with respect to the CHB Lease and the City Tax Claim. Provided, however, it is the intent of the parties hereto that the releases and discharges set forth herein shall not directly or indirectly release or discharge any other claims of the City. b. With the exception of the rights and obligations created by this Agreement or as otherwise expressly provided herein, KJ and its respective parent, subsidiary and affiliated corporations and companies, and its past and present officers, members, directors, and owners of an interest in the company, including but not limited to Richard Kelter and Bob Grayson, and Grayson Well Service (collectively referred to as the "KJ Parties"), hereby forever release and discharge the City and each of its past or present elected or appointed officials, council members, employees, servants, agents, attorneys, accountants, representatives, heirs, beneficiaries, trustees, trustors, successors, assigns, independent contractors, consultants, insurers, and expert witnesses, and Rosemarie Stinnett, as well as the spouses or former spouses of any of the foregoing identified parties (the "City Parties") from any and all past or present claims, damages, expenses, attorneysO fees, obligations, costs or demands of whatever nature through the date of this Agreement, including any claims for contribution or indemnity, whether or not anticipated, inspected, known or claimed, which they have or may have against the City Parties in any way arising out of the claims or causes of action alleged in the Action or in the Cross -Complaint filed by KJ. With the exception of the rights and obligations created by this Agreement or as otherwise expressly provided herein, the KJ Parties further specifically waive any claim, right or cause of action against the City Parties (i) for any alleged violation of or failure to comply with, or any liability arising under any statute, regulation, rule, order, notice, guideline, plan, or other directive of any federal, state, or local governmental entity; or (ii) any alleged breach of any express or implied contractual or other obligation to any third parties relating to the Property, of every kind and nature whatsoever, including any claim, right or demand for indemnity, contribution or subrogation, whether known or unknown, existing or future, including, but not limited to any related to the Property; and (iii) any claim for past or future royalties or other monies relating to the CHB Lease; and (iv) any claim for any breach of the CHB Lease. C. In connection with the release of the specified matters herein, the Settling Parties and anyone acting by, under or through them, hereby waive any and all rights which they may have under the provisions of Section 1542 of the Civil Code of the State of California, or similar statute of any jurisdiction. Section 1542 of the Civil Code of the State of California provides: 12261\0002\660621.9 -8- A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him, must have materially affected his settlement with the debtor. d. Neither this Agreement nor this waiver is intended to affect any right or claim on the part of the City against KJ related to any damage or claims related to other matters not raised in the Action, or any claims relating to the operation of the oil and gas leases referred to in the KJ Assignment as the "Deeble Leases" (the "Deeble Leases") or on any property other than the Surface Property, nor does it affect any other claims for assessments, fees or taxes (other than the City Tax Claim), nor any violations of any ordinance or regulation of the City, if any. e.. It is also the intent of the parties hereto that, except as expressly set forth herein, the releases and discharges set forth herein shall not directly or indirectly release or in any way discharge any other claims of the City may have against any other party to the Action, or their respective successors, assigns, corporate affiliates, subsidiaries or parent corporations, or any party claiming an interest in the Property on the CHB Lease, or their respective officers, directors, shareholders of such entities, whether arising out of the facts and incidents involved in the Action or otherwise. The parties hereto expressly acknowledge that such other persons and entities are not parties to this Agreement nor are they beneficiaries thereof. Further, this Agreement shall not release or discharge any cause of action or claim which the City has against any other person or entity other than KJ, whether arising out of the facts and incidents involved in the Action or otherwise, and the parties hereto expressly acknowledge that such other persons and entities are not parties to this Agreement nor beneficiaries thereof. f. The Settling Parties represent that they have not heretofore assigned or transferred or purported to assign or transfer to any party not named herein any released matter or claim or any part or portion thereof. g. It is understood by.the Settling Parties that claims may exist in their favor, individually or collectively, or against the parties released herein which are released as provided in this Agreement and which are not presently known, suspected or understood by them, and which, if known, suspected or understood by them, would have materially affected the existence, form or extent of the releases provided for in this Agreement; the Settling Parties assume the risk of discovery of such claims subsequent to the execution of this Agreement by them. h. Except as expressly provided herein, the KJ Parties and the City further agree that the releases set forth in this Agreement shall be effective in all respects and not subject to termination, rescission, alteration or reformation as a result of claims discovered subsequent to the execution of this Agreement by them or as a result of or in connection with any such subsequently discovered facts (except with respect to any resulting from the breach or failure of any representation or warranty set forth herein). 12261\0002\660621.9 -9- i. In the event that any waiver of the provisions of Section 1542 of the California Code provided for in this Agreement shall be judicially determined to be invalid, voidable or unenforceable, for any reason, such waiver to that extent shall be severable from the remaining provisions of this Agreement, and the invalidity, voidability or unenforceability of the waiver shall not affect the validity, effect, enforceability or interpretation of the remaining provisions of this Agreement. j. As further consideration for the payment and this Agreement, each of the KJ Parties represents and covenants to the City and agrees that, with the exception of any rights which they may have under this Agreement, none of them, individually or collectively, will ever institute or file any suit, complaint, or action at law or otherwise against the City or its successors or assigns in connection with or relating to the CHB Lease, the Property or the Mineral Rights, or in connection with any operations by the City or its successors or assigns on the Property, or in connection with any operations on or in the proximity of the Property or the construction of any buildings, structures, improvements, pipelines, fixtures, valves, facilities, vessels and equipment on the Property, or to the use the Property for any purposes by the City or its successors or assigns, and including any claims regarding the amount of the surface of the Property used, or any claims of environmental contamination of the Property. KJ further warrants, represents and covenants that they will not at anytime sue or assert any type of claim against the City Parties challenging any interest held by the City in the Property, the CHB Lease or the Mineral Rights. 7. No Admission of Liability or Waiver The parties hereto expressly recognize that the terms and conditions of this Agreement constitute a compromise and settlement of disputed claims and an accord and satisfaction of contested matters. This Agreement shall not be construed in any manner as an admission by any party hereto of any liability of any kind to the other party, nor shall be it considered or interpreted as an assumption of any liability under applicable law by the City. This Agreement is executed by the Parties hereto for the sole purpose of settling the disputes which serve as the bases for this Action. It is expressly understood and agreed, as a condition hereof, that this Agreement is not to be construed as, not does it constitute, an admission, evidence, or indication, in any degree, of liability by any party for any claim asserted or unasserted in this Action. S. Indemnity a. The City agrees to forever indemnify, defend, and hold the KJ Parties free and harmless, to the fullest extent permitted by law, and to protect, defend and hold each of the KJ Parties free and harmless from and against all losses, liabilities, damages, and claims resulting from the disposal or release of any Contaminants (as defined herein) resulting from the City's removal of soil from the Surface Property prior to the Effective Date and the storage or disposal of such soil at a site in the vicinity of the Surface Property or the violation of any Environmental Laws relating to such removal or disposal of such soil and from any claims arising out of the City's remediation of the soil on the Surface Property as set forth in paragraph 4(i). 12261\0002\660621.9 -10- b, Except as to any and all claims arising out of the City's obligation to remediate at its sole expense the soils on the Surface Property, KJ agrees to forever indemnify, defend, and hold the City Parties free and harmless, to the fullest extent permitted by law, and to protect, defend and hold each of the City Parties free and harmless from and against all losses, liabilities, damages, and claims resulting from or attributable to acts, omissions or conditions occurring or existing at the CHB Lease, or the use or operation of any Producing Facilities by the KJ Parties, including any claims arising out of or based on the following: (1) The operation of the CHB Lease or the Producing Facilities; (2) The plugging and abandonment of the CHB No.1 Well or other Producing Facilities located on the Property; (3) Any violation of any Environmental Laws as the result of the presence, storage, discharge or release of a Contaminant on the surface or subsurface of any portion of the adjoining Orange County Flood Control District property, more particularly described in the Grant Deed to the Orange County Flood Control District, Recorded June 19,1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-15 (the "OCFCD Parcel"), or any other property other than Surface Property, including but not limited to the Deeble Leases, or the transportation to or from the CHB Lease of any Contaminant produced by or used by the KJ Parties at or in connection with operations at the CHB Lease; (4) Any claims or matters arising in connection with ownership or production, or sale of hydrocarbons from the CHB Lease or any other lease operated by KJ, including the adjoining Deeble Leases; (5) Any claims by any persons or entities associated or affiliated with KJ, including but not limited to Grayson Well Service, including any oil and gas or mechanics liens, and any claims for payment of any billings or other costs, operating expenses, related charges or liabilities, whether accruing, incurred, billed or paid before or after the Effective Date; (6) Any claims for any production or overriding royalty payments and similar payments relating to the sale of hydrocarbons produced from the CHB Lease or the Deeble Leases; or (7) Any claims, liens or encumbrances relating to the Property or the CHB Lease by a person whose interest or claimed interest was created or allowed to be created by through or under KJ. c. In addition to the indemnity of the City Parties under Section 8(b), KJ agrees to forever indemnify, defend, and hold the City Parties free and harmless, to the fullest extent permitted by law, and to protect, defend and hold each of the City Parties free and harmless from and against all losses, liabilities, damages, and claims, including cross -complaints, third party complaints, claims for contribution and indemnity, or the like, filed or asserted by any of the defendants in the Action, including but not limited to Terra or Rosemarie Stinnett, arising out of the subject matter of the 12461100021660621.9 -11- Complaint or the Cross -Complaint in the Action. Nothing in this Section 8(c) is intended to abrogate any other obligations of KJ under this Agreement. d. Without limiting, the generality of any of the foregoing, the indemnifications provided herein also cover all costs which may be incurred by the indemnified party, including investigation and remedial work or environmental expenses required by any Environmental Law, or otherwise necessary to respond to any of the claims, described herein, as well as all attorneys' fees and consultants' and expert witnesses' fees incurred by the indemnified party in responding to any such claims. The indemnified party shall have the right to select attorneys to represent it at the indemnitor's expense, subject to the indemnitor's good faith approval. e. Except for the contractual indemnity obligations of the City set forth in subsection (a) above, the City Parties shall have no equitable or common law contribution or indemnity obligations to the KJ Parties, and specifically, but without limitation, the City Parties shall have no obligations to the KJ Parties with respect to any claims, environmental liabilities and obligations, any environmental claims, or any claims with respect to the plugging and abandonment of any wells or any Producing Facilities. f. As used in this Agreement, the terms "hazardous substance" and "Contaminant" mean any substance, or constituent, chemical or waste, whether solid, liquid, semisolid, or gaseous in nature, and any product, waste, or other material of any nature that is or becomes listed, regulated or addressed under any Environmental Law. The terms "hazardous substance" and "contaminant" also include oil, gas or any other hydrocarbon substance or petroleum product or fraction thereof, and drilling fluids and wastewater or oil field or other waste or debris or material, or any other substance the presence of which requires investigation, treatment, mitigation, removal or remediation under any environmental law or the investigation, mitigation, treatment, removal or remediation of which is required by any governmental agency. g. As used in this Agreement, the term "Environmental Laws" means any state, federal or local law, regulation, order, directive, guideline, or permit condition, or requirement or local ordinance, or other rule concerning Contaminants or relating to pollution, the protection of the environment, or the release or disposal of Contaminants. 9. Recommencement of Operations KJ hereby confirms its authorization of July 10, 2001 to the City to recommence its construction operations on the Property on July 10, 2001, and its further authorization of the City to proceed with construction on the Property, beginning July 10, 2001. KJ further agrees not to post the preliminary injunction bond ordered by the Court in the Action. 10. Time Is Of The Essence Time is of the essence with respect to this Settlement Agreement. If this Agreement is not fully executed by July 17, 2001, the City reserves the right to cancel this Agreement and proceed with the Action. 12261\0002\660621.9 -12- 11. Representations and Warranties a. The KJ Parties' Representations The KJ Parties hereby represent and warrant to the City as of the Effective Date and the Closing Date, as follows: (1) Kl's title to the CHB Lease is free and clear of any claims, liens or encumbrances created or allowed to be created by through or under KJ, and the right to the transfer and to sell such interests is fully and exclusively vested in KJ. (2) All litigation and any civil or administrative proceedings of which the KJ Parties have knowledge affecting the Property or the CHB Lease have been disclosed to the City in writing. (3) None of the KJ Parties has previously made any gift, assignment, transfer, encumbrance or other conveyance or lien of any interest in such Property or the CHB Lease and no person or entity holds or claims to hold any interest or lien in either the Property or the CHB Lease, nor have any of the KJ Parties placed their interest in any trust for any third parties, and none of the KJ Parties, other than KJ, claims any right, title, interest, lien or encumbrance on or with respect to the CHB Lease, the Mineral Rights, the Surface Property or any other right or interest relating to the Property. (4) No third party has any preferential right to purchase, nor have the KJ Parties entered into any agreement which might impair their ability to convey and transfer or quitclaim of the CH13 Lease and all of the Mineral Rights and other rights relating to the Property which will be transferred pursuant to this Agreement. (5) KJ has received all approvals or consents necessary (including all necessary corporate or LLC actions, resolutions or approvals) to enter into this Agreement on behalf of such party and the person(s) signing this Agreement on behalf of the KJ Parties is fully authorized to sign this Agreement and to commit and bind the KJ Parties to each and all the terms and conditions hereof. (6) The KJ Parties are unaware of any reason which would preclude, prohibit or prevent them from making a full and complete transfer or quitclaim of the CHB Lease, the Mineral Rights and all related rights and interests to the City as contemplated herein as of the Effective Date and the Closing Date, (7) All federal, state or local taxes (including real property taxes), assessments, fees, penalties, interest or other governmental charges or fees or costs relating to the CHB Lease (with the exception of the City Tax Claim) have been paid by KJ to the extent that the same have accrued or have become due and payable prior to or as of the Closing Date. 12-61100021660621.9 -13- (8) THE KJ PARTIES ACKNOWLEDGE THAT EACH HAS BEEN REPRESENTED BY LEGAL COUNSEL THROUGHOUT ALL THE NEGOTIATIONS WHICH PRECEDED THE EXECUTION OF THIS AGREEMENT, AND EACH FULLY UNDERSTANDS EACH OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. (9) THE KJ PARTIES FURTHER WARRANT AND REPRESENT THAT EACH OF ITS MEMBERS HAVE READ THIS AGREEMENT AND THE RELEASE CONTAINED HEREIN, AND HAVE CONSULTED WITH THEIR COUNSEL REGARDING ITS TERMS, CONDITIONS AND COVENANTS AND THE EFFECT OF SIGNING THIS AGREEMENT AND THE RELEASE CONTAINED HEREIN, AND FULLY UNDERSTAND AND AGREE TO THE TERMS HEREOF. (10) The KJ Parties hereto warrant that they freely enter into this Agreement and are not entering into this Agreement because of any duress, fear, or undue. influence. (11) In executing this Agreement, the KJ Parties hereto have not relied upon any statement or representation of any other party hereto nor of any officer, agent, employee, representative, or attorney for any other party hereto regarding any facts not expressly set forth within this Agreement. b. The City's Representations The City represents and warrants as of the date of this Agreement and the Closing Date, as follows: (1) The City is a municipal corporation, duly organized, validly existing and in good standing under the laws of the State of California and has all requisite power and authority to own, operate and acquire properties and to carry on its business as now conducted. (2) Upon execution of this Agreement on behalf of the City, the execution, delivery and performance of this Agreement, and the execution of any documents relating thereto or contemplated by this Agreement, have been duly and validly authorized and approved by all necessary action (including City Council action, if required), and consummation of the transactions contemplated hereby will not violate or be in conflict with any provision of the charter of the City. C. Joint Representations of the Parties The Settling Parties hereto represent and warrant to each other as of the Effective Date and the Closing Date, as follows: (1) The Settling Parties agree that this Agreement and all documents and instruments relating thereto are, or, upon execution and delivery will be, valid and binding obligations, enforceable against them in accordance with their respective terms. 1:261100021660621.9 -14- (2) Neither party has incurred any obligation or liability, contingent or otherwise, nor made any agreement with respect to any brokers of finder's fees arising out of or in any way related to the transactions contemplated by this Agreement. (3) All Settling Parties have cooperated in the drafting and preparation of this Agreement and in any construction or interpretation to be made of this Agreement, the same shall not be construed against any such Settling Party. (4) Each Settling Party hereto has made such investigation of the facts pertaining to this settlement and this Agreement as it deems necessary. (5) It is agreed that this Agreement is being entered into in good faith by all Settling Parties and without fraud, coercion, duress or undue influence. (6) Each of the Settling Parties represents to the other that, prior to the execution of this Agreement, it had an opportunity to seek the benefit of independent legal counsel of its own selection regarding the substance of this Agreement. (7) This Agreement is the product of bargained for and arms length negotiations between the Settling Parties and their counsel. This Agreement is the joint product of the Settling Parties and their counsel and shall not be construed for or against any party or its representatives. d. Survival of Warranties The representations and warranties of both the City and the Kl Parties set forth in this Section 12 and elsewhere in this Agreement will survive the Closing Date and the closing and termination of this Agreement. 12. Notices Any notice, communication, request, instruction or other document required or permitted to be sent under this Agreement shall be in writing and deemed given when hand -delivered or sent by confirmed facsimile or overnight mail, return receipt requested, or by overnight, confirmed express delivery service to the other party at the following addresses: To the City: City Clerk City of Huntington Beach P.O. Box 190 2000 Main Street Huntington Beach, CA 92648 Telephone: (714) 536-5527 Facsimile: (714) 374-1557 12261100021660621.9 -15 - With a copy to: /;R: ff i, City Attorney City of Huntington Beach P.O. Box 190 2000 Main Street Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 John J. Harris, Esq. Richards, Watson & Gershon 333 S. Hope Street, 38th Floor Los Angeles, California 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 To the KJ Parties: Mr. Richard Kelter KJ Enterprises LLC 518 Oceanhill Drive Huntington Beach, CA 92648 Telephone: Facsimile: With a copy to: Douglas L. Mahaffey, Esq. Mahaffey & Associates 18881 Von Karman Avenue, Suite 1200 Irvine, CA 92612 Telephone: (949) 833-1400 Facsimile: (949) 263-8736 Either party may change the place where or the person to whom notices under this Agreement will be given by giving notice to the other in the manner set forth above. 12261100021660621.9 -16- 13. Attorney's Fees; Venue a. Should any party bring any lawsuit or file a claim in arbitration arising out of or relating to the terms and provisions of this Agreement, the losing party in such action shall pay to the prevailing party, in addition to any other relief ordered by the court or arbitrator, the prevailing partyds costs and expenses in connection with that action or litigation, including reasonable attorneysO fees and expert witness fees. The provisions of this section shall apply with equal force to any appeal of any decision rendered by a lower court, and any enforcement efforts undertaken in connection with such decision. b. Any action on this Agreement will be brought exclusively in Orange County Superior Court and the parties agree that such Court has personal jurisdiction over each of them and that venue is proper in such Court. 14. Choice of Law All matters pertaining to this Agreement shall be governed and determined in accordance with the laws of the State of California. 15. Further Cooperation The K3 Parties and the City Parties agree to execute any and all further agreements, documents or other instruments (with acknowledgment if necessary for recording purposes) as may reasonably be necessary in order to fully effectuate the agreements and covenants of the parties contained in this Agreement, and to accomplish the purchase, sale and transfer contemplated by this Agreement, or to evidence this Agreement or any portion thereof. 16. Terms Used Whenever the context requires, words used in the singular shall be construed to mean or include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender. 17. Amendments; No Waiver a. This Agreement and the exhibits hereto, and the documents referred to herein, embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, oral or written, relative to said subject matter. b. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. 12261\0002\660621.9 -17- C. Except to the extent that a party hereto may have otherwise agreed in writing, no waiver by that party of any condition of this Agreement or breach by the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by the other party, nor shall any forbearance by the first party to seek a remedy for any noncompliance or breach by the other party be deemed to be a waiver by the first party of its rights and remedies with respect to such noncompliance or breach. 18. Successors and Assigns This Agreement and the rights and obligations arising hereunder shall inure to the benefit of and be binding upon the City, its successors and assigns, and to the KJ Parties and their respective heirs, trustees, administrators, executors and successors. 19. Counterpart Execution This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 12261\0002\660621.9 -18- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. ATTEST: City Clerk a-- 9s" APPROVED AS TO FORM: By=�.., City Adz inistrator By: /7.,2,P-r e/City Attorney Gr�le APPROVED AS TO FORM: 12261\0002\660621.9 THE CITY OF HUNTINGTON BEACH RICHARDS, WATSON & GERSHON ACH KJ ENTERPRISES By: RICHARD KELTER Member By: `J BOB GRAYSON Member FEY A SOCIATES By: ouglas Maha a l Attorneys for KJ terprises, LLC -19- RESOLUTION NO. 3200 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE MAYOR•AND CITY CLERK TO EXECUTE CITY DOCUMENTS BY USE OF FACSI!+TILE SIGNATURES WHEREAS, the Mayor and City Clerk of the City of Huntington Beach, as part of their administrative duties, are required to sign numerous papers and documents, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that it does hereby authorize the Mayor, or in the absence from the State of the Mayor, the Mayor Pro Tempore and the City Clerk of this city to sign all papers and documents required to be executed by them by use of facsimile signature. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the Ord day of August , 1970. ATTEST: yor ro Tem City Qllr6rk APPROVED AS TO FORM: Don P . Bonfa City Attor y Res. tio.3?Op STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, PAUL C. JONES, the duly elected, qualified and acting City Clerk of the City of Huntington Beach, and ex- officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular. meeting thereof held on the Ord day of ^August , 19_ _70 by the following vote: AYES: Councilmen: Greer, Bartlett, MCCracken, Matney, Coen NOES: Councilmen: None ABSENT: Councilmen: I Gibbs., Shipley of the City. Council of the City of Huntington Beach, California The forag ft in umeo W a aww OWY of tho odlk* on fk h We of ca. Att•n 4ZrZ4-e__ . 6._ ao D/ Councl of the My of HurokVton Beach, By Deputy EXHIBIT A 2 3 4 5 6 7 8 9 10 12 13 GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and RICHARDS, WATSON & GERSHON A Professional Corporation JOHN J. HARRIS (93 84 1) LISA BOND ([72342) 333 South Hope Street, 38`h Floor Los Angeles, CA 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 Attorneys for Plaintiff and Cross -Defendant CITY OF HUhrTINGTON BEACH SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE 14 15 CITY OF HUNTINGTON BEACH, a municipal corporation, 16 Plaintiff, 17 V. 18 KJ ENTERPRISES, LLC, et al., 19 Defendants. 20 21 22 23 24 25 26 27 1 28 RICHARDS, WATSON h GaERSHON Attorneys at Law AND RELATED ACTION. Case No. 01 CC04184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. [KOLA, DEPARTMENT CX-105] STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT AND STIPULATION OF FACTS; 1PROPOSED1 ORDER [C.C.P. § 664.61 Exempt from Filing Fees Pursuant to Govt. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: Oct. 29, 2001 LAW & MOTION AND DISCOVERY CUTOFF DATE: Sept. 29, 2001 THIS STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT AND STIPULATION OF FACTS is made and entered into by and between Plaintiff and Cross -defendant, the City of Huntington Beach (the "City") and STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12261100021660986.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON Q GERSNON Attorneys at Law Defendant and Cross -complainant, KJ Enterprises, LLC ("U'), and by and through their respective attorneys of record. NOW, THEREFORE, the City and KJ hereby stipulate and agree, pursuant to Code of Civil Procedure §§ 283 and 664.6, as follows: l . On March 28, 2001, the City filed a complaint (the "Complaint") herein, against Defendant, KJ Enterprises, LLC, and other defendants seeking, among other things, to quiet the City's title as to the property and the oil and gas lease described below. 2. KJ subsequently filed an answer and a cross -complaint (the "Cross -Complaint") against the City. 3. On May 30, 2001, this Court entered an "Order To Show Cause Re Preliminary Injunction and Temporary Restraining Order" (the "TRO"), directed to the City on the ex parte application of KJ, which among other things, enjoined the City from engaging in certain acts specifically described therein. 4. On June 7, 2001, this Court entered an minute order granting KJ's motion for a preliminary injunction and Temporary Restraining Order" (the "TRO") directed to the City, which among other things, enjoined the City from engaging in certain acts specifically described therein upon the filing of a bond with a specified amount with the Court. However, KJ has not yet filed such bond and the preliminary injunction has not yet been entered by this Court. 5. On June 21, 2001, the City filed a demurrer to the Cross -Complaint filed by KJ and a motion to strike certain allegations in the Cross -Complaint. 6. Subsequent to the filing of the demurrer, the City and KJ have engaged in settlement discussions and the parties have agreed, among other things, and hereby stipulate that (i) a separate judgment may be entered in the City's favor against KJ on the Complaint; and (1i) the TRO and the Preliminary Injunction Order entered by this Court, and all orders relating thereto should be vacated and dissolved. 7. In order to implement their agreement, the parties hereto further stipulate and agree that the following facts are undisputed and may be treated by the Couh as facts proven in open court and binding upon such parties: -2- STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12261%0002!660986.2 2 3 4 5 6 7 8 9! 10� 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 tICHARDS, WATSON a G$RSHON Attorneys at Law A. The City is the fee simple owner of the following described property, located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (1) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D 1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (2) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SW/4SE/4) of Section 13, Township 6 South, Range 1 l West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights") (The Surface Property and the Mineral Rights are referred to collectively as the "Property") B. The basis of the City's title to the Property is a grant deed granting the Property in fee to the City, dated April 2, 1935 and recorded in the Official Records of Orange County, California on April 20, 1935, in Book 744 at Page 389 as Instrument No. 9252. C. On or about January 15, 1952, the City entered into an oil and gas lease with George C. Atha, covering and affecting the Property, which was recorded in the -3- STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; 1PROPOSEDI ORDER 122 61 `.0002\ 66098 6.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 iIGHARDS, WATSON a GERSHON AUarneys at Law Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587. A true and correct copy of such lease is attached to the Complaint as Exhibit "A" and incorporated by this reference. D. On or about July 27, 1953, the City executed an instrument entitled "Modification and Extension of Oil And Gas Lease", modifying the foregoing described oil and gas lease in certain particulars (the "Modification"). The Amendment was recorded on April 14, 1954 in the Official Records of Orange County, California in Book 2709 at Page 459 as Instrument No. 27747. A true and correct copy of such Modification is attached to the Complaint as Exhibit "B" and is incorporated herein by this reference. E. On or about December 21, 1953, the City executed an instrument entitled "Extension [sic] of Oil And Gas Lease", extending the foregoing described oil and gas lease in certain particulars (the "Extension"). The Extension was recorded in the Official Records of Orange County California on April 14, 1954 in Book 2709 at Page 463 as Instrument No. 27748. A true and correct copy of such Extension is attached to the Complaint as Exhibit "C" and is incorporated herein by this reference. F. On or about March 21, 1956, the City executed an instrument entitled "Amendment to Oil And Gas Lease", amending the foregoing described oil and gas lease in certain particulars (the "Amendment"). The Amendment was recorded in the Official Records of Orange County, California, on March 6, 1957 in Book 3827 at Page 265 as Instrument No. 29791. A true and correct copy of such Amendment is attached to the Complaint as Exhibit "D" and is incorporated herein by this reference. In the Amendment, the then lessees of the CHB Lease quitclaimed all right, title and interest to the surface of the Property except for the East 300 feet of the North 200 feet, and the East 100 feet. G. On or about October 10, 1961, the City executed a second amendment of the CHB Lease, entitled "Amendment to Oil And Gas Lease", amending such oil and gas -4- STIPC:LATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12261':00021..660986.2 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK DEED CERTIFICATION CITY OF HUNTINGTON BEACH CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Deed dated JULY 17, 2001 from K.J. Enterprises, LLC, a California limited liability company is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach pursuant to the authority conferred by Resolution No. 3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof by its duly authorized officer. Dated: July 25, 2001 CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CIVIC CITY CLERK By: Deputy Crtp'Clerk g:1fo1Iowupldeedcert2001.doc Govemment Code § 27281 (Telephone: 714-538.5227 ) of the Southeast quarter (SWASEA) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). (The Surface Property and the Mineral Rights are collectively referred to hereinafter as the "Property"); and WHEREAS, K.J. is the assignee named in an instrument entitled "Assignment of Oil and Gas Lease," dated as of April 1, 1999 from Terra Exploration & Production Company ("Terra"), as the assignor, and recorded in the Official Records of Orange County, California on June 21, 1999 as Document No. 1990458937 (the "KJ Assignment"); and WHEREAS, KJ is prepared to surrender and quitclaim to the City all of its right, title and interest, if any, in and to the Property, the CHB Lease and the CHB Leasehold in accordance with the terms of the Lease and this Deed. WITNESSETH NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, K.J. ENTERPRISES, LLC, a California limited liability company ("K.J.") hereby sells, grant, transfers, assigns and conveys to the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City"), the CHB Lease, and further quitclaims, releases, remises, relinquishes and surrenders to the City, KJ's entire right, title and interest in and to the :Mineral Rights, the Surface Property, the CHB Lease, the CHB Leasehold and the Property, if any. A. By way of enumeration, the property and interests sold and transferred to the City hereunder include: (1) All oil, gas and mineral rights, privileges, easements, rights of access, leases, licenses, and permits held by KJ and relating to or benefiting the Property, the Surface Property, the CHB Leasehold, or the CHB Lease in any way, and the ownership and operation thereof; (2) All property, whether tangible or intangible, and all rights incident to the Property, the CHB Leasehold and the CHB Lease relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, or gases, liquids or fluids, or other minerals, and all buildings, structures, improvements, pipelines, fixtures, valves, facilities, vessels and equipment of every kind, character and description used or useful in connection with such operations, whether or not such operations are conducted on the CHB Leasehold or the Property; 12261\0002\660989.1 2 - (3) All leases, agreements, royalty interests or contracts pertaining to the Property, the CHB Leasehold or the CHB Lease; (4) Any appurtenant agreements or easements affecting or benefiting the CHB Lease or the CHB Leasehold or the operation thereof; (5) The benefit of the right to enforce any covenants, indemnities or warranties which KJ is entitled to enforce against any person or entity with respect to the Property or the CHB Lease; and (6) All other rights relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, gases, liquids or fluids, or other minerals, whether or not the same is produced or recovered on or from the Property or the CHB Leasehold, and including but not limited to all rights of surface or subsurface entry or access rights, rights of way, easements, covenants, and other appurtenances and interests relating to such rights or necessary to take full advantage of such rights, including but not limited to the right to produce or inject water or wastewater, or to store water, oil, gas or other hydrocarbon substances on the surface or subsurface of the Property, and to use the Property or the CHB Leasehold for any purposes. B. As a result of this Deed, KJ will have no further rights or interest whatsoever in the Property, the Surface Property, the Mineral Rights, the CHB Leasehold or the CHB Leasehold under the CHB Lease, or to use the Property, the Surface Property, the Mineral Rights or the CHB Leasehold for any purpose. C. KJ and the City agree that this Deed, and the transfer and quitclaim of the CHB Lease and any real or personal property or other interests described herein, covers all of KJ`s right, title and interest in and to the Mineral Rights, the Property, the Surface Property, the CHB Leasehold and the CHB Lease, and such other real and personal property and interests therein, regardless of whether the same is specifically described in any of the instruments of conveyance, as are necessary to carry out the terms of this Deed. D. KJ hereby represents and warrants to the City as of the Effective Date as follows: (1) KJ's title to the CHB Lease is free and clear of any claims, liens or encumbrances created or allowed to be created by through or under KJ, and the right to the transfer and to sell such interests is fully and exclusively vested in KJ. (2) All litigation and any civil or administrative proceedings are pending or threatened of which the KJ Parties have knowledge affecting the Property or the CHB Lease, 12261\0002\660989.1 3 - (3) KI Parties has not previously made any gift, assignment, transfer, encumbrance or other conveyance or lien of any interest in the Property or the CHB Lease and no person or entity holds or claims to hold any interest or Iien in either the Property or the CHB Lease or the CHB Leasehold, nor has KJ Parties placed its interest in any trust for any third parties, and no person who is a member of or affiliated with KJ claims any right, title, interest, lien or encumbrance on or with respect to the C14B Lease, the CHB Leasehold the Mineral Rights, the Surface Property, or any other right or interest relating to the Property. (4) No third party has any preferential right to purchase, nor has KJ entered into any agreement which might impair its ability to convey and transfer or quitclaim of the CHB Lease and all of the Mineral Rights and other rights relating to the Property which will be transferred pursuant to this Deed. (5) KJ has received all approvals or consents necessary (including all necessary corporate or LLC actions, resolutions or approvals) to execute this Deed and the person executing this Deed on behalf of KJ is fully authorized to sign this Deed and to commit and bind KJ to each and all the terms and conditions hereof. (6) KJ Parties is not aware of any reason which would preclude, prohibit or prevent them from making a full and complete transfer or quitclaim of the CHB Lease, the CHB Leasehold, the Mineral Rights and all related rights and interests to the City as contemplated herein as of the Effective Date and the CIosing Date. (7) All federal, state or local taxes (including real property taxes), assessments, fees, penalties, interest or other governmental charges or fees or costs relating to the CHB Lease or the CHB Leasehold have been paid by KJ to the extent that the same have accrued or have become due and payable prior to or as of the Effective Date. IN WITNESS WHEREOF, KJ has executed this Deed, Assignment, Quitclaim And Surrender Of Oil And Gas Lease as of the Effective Date. K3 ENTERPRISES, LLC By. Rie ARD P. KELTER Member By: 2'�Z6 BOB GRAYSON Member 12261100021660999.1 - 4 - CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of _g5S. On = X / , before me. Rood ez27 4Z/;yA/!!pyi4�+Qy�U,(�(/+!` oats Name and Title of Olicar (e g_, Jane Doe. Notary Publie) personally appeared /�r�f.� [] /��LT� IJ Ze"a Names) of Sigr"Is) ❑ personally known to me ,< proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that #ewe/they executed the same in der/their authorized capacity(ies), and that by 4kh%er/their signature(s) on the instrument the person(s), or ROBERT W®$ the entity upon behalf of which the person(s) Commkdon * 119UN acted, executed the instrument. Notary RA tfc - catlfornfa MMCamm 16;20M WITNESS my hand and official seal. Plam Notay Sear Above'Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capaclty(les) Claimed by Signer Signer's Name: Individual Corporate Officer — Title(s): ❑ Partner -- ❑ Limited ❑ General ❑ Attorney in Fact Trustee Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: RIGHT THUMBPRINT OF SIGNER 0 1997 National NotaryAssociation • 9350 De Soto Ave- P.Q_ Box 2402 - Chatsworth. CA 91313.2402 Prod- No_ 5007 Reorder. Call Toll -Free 1-600-876.6827 �:�:n:3�i:3 ATTORNEY OR PARTY WITHOUT ATTORNEY (Name and Address): TELEPHONE NO: DOUGLAS L. MAHAFFEY, SB #125980 (14) 833-1400 MAHAFFEY & ASSOCIATES 18881 VCN KAPNAN, SUI^_E 1200 IRVINE, CALIFORNIA 9201.2 AT'C-RNEYFOR °ti'a,rne), KJ ENTERPRISES, -:LC I^sen name o` court amd name of .udicia1 c.stric: antl ranch co n. if any SUPER -OR COURT 0-7THE COUNTY CF ORANGE CENTRAL .:USTICE ..ENTER PLAINTIFF/PETITIONER: CITY OF FUNTIZ`GTON BEACH, a municipal corporazicr- DEFENDANTrRESPONDENT: K.J. Et`TERPR-SES, LIC REQUEST FOR DISMISSAL CASE NUMBER Personal Injury, Property Damage, or Wrongful Death n 1 CC 0 418 4 r— Motor Vehicle Other X Family Law X Eminent Domain � Other (sniecifv): BREACH OF CONTRACT, ET-1-1. FOR COURT USE ONLY — A conformed copy will not be returned by the clerk unless a method of return is provided with the document. — 1. TO THE CLERK: Please dismiss this action as follows: a. (1) X With prejudice (2) :X Without prejudice b. (1) C Complaint (2) _ Petition (3) X Cross -complaint filed by (name): KJ EN"TERPRI SES, 1,LC (4) Cross -complaint filed by (name): (5)! Entire action of all parties and all causes of action (6) Other (specify):' Date: JULY ZC) , 2001 N'7AHAF EY DOUGLAS L. MAHAFFEY (TYPE OR PRINT NAME OF XATTORNEY F PARTY WITHOUT ATTORNEY) Attorney or pa LLC on (date): MAY 21, 2'001 on (date): Ag-SOC LATE S ;SIGNATURE) afforneyfor: KJ ENTERPRISES, - if dismissal requested is of specified parties only, of specified causes of Plaintiff/Petitioner C Defendant/Respondent action only of of specified cross -complaints only, so state and identify tie parties. causes of action. or cross -complaints to be dismissed- X i Cross -complainant 2. TO THE CLERK: Consent to the above dismissal is hereby given." Date: --'JLY 64, 2001 , JOHN J. HARRIS _ SIGNATURE) (TYPE OR PRINT NAME OF X ATTORNEY _PARTY WITHOUT ATTORNEY) Attorney or p rty wit ut orney for: CITY OF •' If a cross -complaint - or Response (Family Law) seeking affirmative FUNT11rN` ON B/c- A relief - is on file, the attorney for cross -complainant (respondent) I X PI . tiff/Petitir�r J Defendant/Respondent must sign this consent If required by Code of Civil Procedure section 581r) or 0). ross-complainant (To be completed by cleric) 3. Dismissal entered as requested on (date): 4. Dismissal entered on (date): as to only (name): 5. Dismissal not entered as requested for the following reasons (specify): 6. C a. Attorney or party without attorney notified on (date): b. Attorney or party without attorney not notified. Filing party failed to provide = a copy to conform C means to return conformed copy Date: Clerk, by , Deputy Fors r' Adopted h he Code of Civil Procedure 5a1 a1 sea. P J,.tl:ual of CaliforniaCalifo�a REQUEST FOR DISMISSAL :du.91t7�a Cat Rues of Cc..n- r,les 363 -233 982'a;(51[Rey January 1, 1997] Mandatory Form 11 EXHIBIT C 21 3 4 5 6 7 8 9 10 i1% 13 14 15 16 17 18 19 20 %40 22 1 23 24 25 26 27 28 i1CHARDS. WATSON & G6RSHON Attorneys at Law GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and RICHARDS, WATSON & GERSHON A Professional Corporation JOHN J. HARRIS (93841) LISA BOND (172342) 333 South Hope Street, 38' Floor Los Angeles, CA 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 Attorneys for Plaintiff and Cross -Defendant CITY OF HUNTINGTON BEACH SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, v. KJ ENTERPRISES, LLC, et al., Defendants. AND RELATED ACTION. Case No. 01 CC04184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENT CX-1051 STIPULATION TO VACATE AND DISSOLVE TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION; [PROPOSED] ORDER Exempt from Filing Fees Pursuant to Govt. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: Oct. 29, 2001 LAW & MOTION AND DISCOVERY CUTOFF DATE: Sept. 29, 2001 THE PARTIES HERETO, BY AND THROUGH THEIR RESPECTIVE ATTORNEYS OF RECORD, HEREBY STIPULATE AND AGREE AS FOLLOWS: 111 STIPULATION TO VACATE AND DISSOLVE TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION: 1226 110002':66098 5.1 1 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 31CHAROS. WATSON & GERSHON A,Rorneya at Law 1. On May 30, 2001, this Court entered an Order To Show Cause Re Preliminary Injunction and Temporary Restraining Order" (the "TRO") directed to Plaintiff and Cross - defendant, the City of Huntington Beach (the "City") on the ex parte application of Defendant and Cross -complainant, KJ Enterprises, LLC ("KJ"), which among other things, enjoined the City from engaging in certain acts specifically described therein 2. On June 7, 2001, this Court entered an minute order granting KJ's motion for a preliminary injunction (the "Preliminary Injunction Order") directed to the City, which among other things, enjoined the City from engaging in certain acts specifically described therein upon the posting of a bond by KJ in the amount specified in the Preliminary Injunction Order. 3. Subsequent to the entry of such orders, the parties have engaged in settlement discussions and KJ has not posted the bond specified in the Preliminary Injunction Order, and has dismissed its Cross -Complaint with prejudice against the City, and KJ has agreed to confirm and hereby stipulates that the TRO and the Preliminary Injunction Order, and all orders relating thereto, should be immediately vacated and dissolved 4. Facsimile signatures may be used for all purposes in place of originals, including for filing, and this stipulation can be executed in counterparts. DATED: July !�X, 2001 [Signatures continue on next page.] GAIL C. HtiTTON CITY ATTORNEY CITY OF HUNTrNGTON BEACH and RICHARDS, WATSON & GERSHON A Professional Corporation JOHN J. HARRIS LISA BOND By 1 J a S tornr Plaintiff and Cross -Defendant, ITY UNTINGTON BEACH -2- STIPULATION TO VACATE AND DISSOLVE TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION 1226 15.0002 \ 66098 5.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 t ICHAROS, WATSON ar 43ERSHON Attorneys at Law DATED: July, 2001 MAHAFFEY & ASSOCIATES DOUGL . AHAFFEY By: DO AS I MAHAFFEY Attorneys for Defendant and Cross -complainant, KJ ENTERPRISES, LLC ORDER Upon stipulation of the parties hereto, and good cause appearing therefor, IT IS SO HEREBY ORDERED THAT: 1. This Court's May 30, 2001 "Order To Show Cause Re Preliminary Injunction and Temporary Restraining Order" (the "TRO"), directed to Plaintiff and Cross - defendant, the City of Huntington Beach (the "City"), and enjoining the City from engaging in certain acts specifically described therein, is hereby dissolved and vacated. 2. This Court's June 7, 2001 minute order granting a preliminary injunction directed to the City and enjoining the City from engaging in certain acts specifically described therein, and any related orders, are hereby dissolved and vacated. DATED: July ____, 2001 HONORABLE RAYMOND J. IKOLA JUDGE OF THE SUPERIOR COURT -3- STIPULATION TO VACATE AND DISSOLVE TEMPORARY RESTRAINING ORDER AND PRELIMINARY I\]UNCTION; 12261\0002\660985.1 EXHIBIT D RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Office of the City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 This document Is solely for the official business of the City of Huntington Beach, as contain- APNt 1 4 t3-1 2 1 -1 7 plated under Government Code Sec. 6103 and should be recorded frea of charge. Tax. Excnlpt-Co!:ernr,ent Agency CITY OF 11 NTI GTON ' BEACH By: ........... ..... . ................... C-Puty ity Clerk DEED, ASSIGNMENT, QUITCLAIM AND SURRENDER OF OIL AND GAS LEASE THIS DEED, ASSIGNMENT, QUITCLAIM AND SURRENDER OF OIL AND GAS LEASE (the "Deed"), is entered into at Huntington Beach, California, and effective this 17'` day of July, 2001 (the "Effective Date"), from K.J. ENTERPRISES, LLC, a California limited liability company ("K.J."), to the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City"). RECITALS WHEREAS, the City entered into an oil and gas lease with George C. Atha, dated January 15, 1952, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587 (hereinafter referred to as the "CHB Lease") which affected certain real property located in Orange County, California, described therein (the "CHB Leasehold"); and WHEREAS, the City is the fee owner of the real property more particularly described as: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official- Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S12NW14SEI4) and all that portion of the Southwest quarter 12261\0002\660989.1 - 1 - UCAT SETTLEMENT AND TRANSFER AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT (hereinafter, the "Agreement") is made and entered into as of July 17, 2001(the "Effective Date") between the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City") and KJ ENTERPRISES, LLC, a California limited liability company ("KJ"). [The parties to this Agreement are sometimes collectively referred to as the QSettling PartiesO.] RECITALS WHEREAS, the City is the fee simple owner of the following described property located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land,145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19,1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SWASE/4) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13,1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral. Rights"). WHEREAS, the Surface Property and the Mineral Rights are referred to collectively as the "Property"; WHEREAS, on or about January 15, 1952, the City entered into an oil and gas lease with George C. Atha, covering and affecting the Property, which was recorded in the Official Records of Orange County, California on February 28,1952 in Book 2294, page 587, and the described Oil and Gas Lease, as amended, modified and extended by the instruments attached as Exhibits A, B, C, D and E to the Complaint in the Action (as those terms are defined herein), is referred to hereinafter as the "CHB Lease"; WHEREAS, KT Enterprises is the assignee named in an instrument entitled "Assignment of Oil and Gas Lease," dated as of April 1, 1999 from Terra Exploration & Production Company ("Terra"), as the assignor, and recorded in the Official Records of Orange County, California on June 21, 1999 as Document No. 1990459937 (the "KJ Assignment"); 12261\0002\660621.9 -1- WHEREAS, a dispute arose between the City and KJ over their rights and obligations under and with respect to the CHB Lease; WHEREAS, in March 2001, the City filed a complaint (the "Complaint") in the Superior Court for the County of Orange, entitled City of Huntington Beach v. KJ EnteEprises, LLC et al. [Orange County Superior Court Case No. 01CC04184] (the "Action") seeking, among other things, to quiet its title to the Property and the CHB Lease; WHEREAS, KJ filed a Cross -Complaint in the -Action (the "Cross -Complaint") seeking, among other things, injunctive relief to enjoin the City's construction of a beach maintenance facility on the Surface Property; WHEREAS, the Settling Parties have agreed to settle the Action, and the respective claims of the City and KJ set forth in the Complaint and the Cross -Complaint, and to provide for a release of all such claims, on the terms and conditions of this Agreement; WHEREAS, as part of such settlement, KJ also desires to sell to the City and the City wishes to acquire any right, title and interest which KJ may have in and to the CHB Lease and acquired pursuant to the KJ Assignment, on the terms and conditions set forth herein; and WHEREAS, the City has deposited the sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) in Escrow Account No. 80672-CE with North American Title Company, located at 505 S. Main Street, Suite 101, Orange, CA 92868 (the "Escrow Company") to fund the settlement provided herein. WITNESSETH NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged, KJ and the City hereby agree, as follows: 1. Closing a. The parties understand and agree that the execution and implementation of this Agreement requires the approval of the City Council of the City and is of no force and effect absent such approval. Provided, however, the approval of this Agreement will be considered by the Council on Monday, July 16, 2001. Accordingly, the Closing Date for this Agreement shall be the day following Council approval of this Agreement (the "Closing Date"), subject only to such extensions as the parties may agree in writing. b. KJ shall execute and deliver to the Escrow Company by no later than 5:00 p.m. on Monday, July 16, 2001, fully executed and, as applicable, acknowledged, duplicate original copies of (i) this Agreement; and (ii) the Deed attached hereto as Exhibit "A". Counsel for KJ shall execute and deliver to John J. Harris of Richards, Watson & Gershon, Counsel for the City, by no later than 5:00 p.m. on Monday, July 16, 2001, fully executed original copies of (iii) the dismissal of KJ's Cross -Complaint, in the form attached hereto as Exhibit "B"; (iv) the Stipulation for Judgment, 12261\0002\660621.9 -2- in the form attached hereto as Exhibit "C"; and (iv) the Stipulation dissolving any injunctions or restraining orders entered in the Action, in the form attached hereto as Exhibit "D". KJ will also deliver to the Escrow Company photocopies of the executed versions of Exhibits B, C and D. c. On the Closing Date, KJ will also deliver to the Escrow Company any other documents or other instruments, duly executed and acknowledged, necessary to transfer all of KJ's right, title and interest in the Mineral Rights, the Property and the CHB Lease. d. The City shall execute and deliver to the Escrow Company fully executed duplicate original copies of this Agreement by 5:00 p.m. on the Closing Date.. 2. Quitclaim of the CHB Lease. a. KJ will deliver to the Escrow Company, at the time and in the manner set forth in Section 1(a) above, a Deed in the form attached hereto as Exhibit "A" (the "Deed") and approved by the City, and effective as of the Effective Date, by which KJ will sell, grant, transfer, quitclaim, assign and convey to the City, the CHB Lease and KJ's entire right, title and interest in and to the CHB Lease, the Mineral Rights, and the Property, if any. By way of enumeration, the property sold to the City hereunder includes (i) all oil, gas and mineral rights, privileges, easements, rights of access, leases, licenses, and permits held by KJ and relating to or benefiting the Property or the CHB Lease in any way, and the ownership and operation thereof; (ii) (except as expressly provided herein) all property, whether tangible or intangible, and all rights incident to the Property and the CHB Lease relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, or gases, liquids or fluids, or other minerals, and all buildings, structures, improvements, pipelines, fixtures, valves, facilities, vessels and equipment of every kind, character and description used or useful in connection with such operations, whether or not such operations are conducted on the Property; (iii) all leases, agreements, royalty interests or contracts pertaining to the Property or the CHB Lease; (iv) any appurtenant agreements or easements affecting or benefiting the CHB Lease or the operation thereof; (v) the benefit of the right to enforce any covenants, indemnities or warranties which KJ is entitled to enforce against any person or entity with respect to the Property or the CHB Lease; and (vi) all other rights relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, gases, liquids or fluids, or other minerals, whether or not the same is produced or recovered on or from the Property, and including but not limited to all rights of surface or subsurface entry or access rights, rights of way, easements, covenants, and other appurtenances and interests relating to such rights or necessary to take full advantage of such rights, including but not limited to the right to produce or inject water or wastewater, or to store water, oil, gas or other hydrocarbon substances on the surface or subsurface of the Property, and to use the Property for any purposes. However, while as a result of this Agreement and the Deed, KJ will have no further rights or interest whatsoever in the Property, the Surface Property, the Mineral Rights or the CHB Lease, or to use the Property, the Surface Property, the Mineral Rights or the CHB Lease for any purpose, nothing herein is intended to transfer any easements, rights, access or interest which KJ may have in any other property (such as the "Deeble Leases"). KJ will warrant in the Deed that it acquired all of the working and other interests in the CHB Lease, including all interests in the CHB Lease of Terra Exploration & Production Company 12261\0002\660621.9 -3- ("Terra"), and that KJ has made no transfers or encumbrances of any interest in the CHB Lease since its acquisition from Terra, and that there are no liens, encumbrances or financing statements affecting or encumbering the CHB Lease or any interest therein or any of the Producing Facilities (as defined herein). b. All instruments of conveyance described herein will be in a form satisfactory to the City. The instruments conveying title shall be in a recordable form and shall be properly acknowledged and shall be consistent with the warranties by KJ as set forth herein. C. KJ and the City agree that the transfer and quitclaim of the CHB Lease and any real or personal property or other interests described herein shall cover all of KJ's right, title and interest in and to the Mineral Rights, the Property, the Surface Property and the CHB Lease, and such other real and personal property and interests therein, regardless of whether the same is specifically described in any of the instruments of conveyance, as are necessary to carry out the terms of this Agreement, provided however, that no personal property not located on the Surface Property shall be transferred to the City. d. All risk of loss with respect to the Property and the property conveyed pursuant to this Agreement will remain with KJ until the Closing Date, and the risk of loss with respect to the City's operations on the Surface Property shall pass to the City after July 10, 2001, except as provided herein (for example, any risk of loss relating to KJ's plugging and abandonment operations pursuant to Section 4 of this Agreement shall remain with KJ). 3. Payment a. On the Closing Date, and following confirmation by the Escrow Company of its receipt and of the receipt by Counsel for the City of the documents described in Section 1 above, the Escrow Company will disburse the sum of Two Hundred Thousand Dollars ($200,000.00) [the "Settlement Proceeds"] to KJ. b. Promptly following the Closing Date, the City will pay on KJ's behalf the past City oil production taxes due from KJ through the Effective Date with respect to the CHB No. 1 Well (API No. 059-05856) only [the "City Tax Claim]. c. As of the Closing Date, the City will forgive the payment by KJ of any and all royalties, whether past, present or future, due under the CHB Lease from KJ on hydrocarbons produced from the CHB Lease. 4. Plugging and Abandonment a. Promptly following the Closing Date, KJ will commence and will complete the plugging and abandonment of the CHB No. 1 Well and the removal of the following personal property, fixtures, facilities and equipment: tubing, casing, wellheads, pumping units, production units, compressors, valves, and meters (collectively, "Producing Facilities") on the Property, in accordance with the CHB Lease, the provisions of this Agreement and applicable Environmental 12261\0002\660621.9 -4- Laws (as defined herein), including the Public Resources Code, and the regulations and guidelines of the California Division of Oil and Geothermal Resources ("DOGGR") and the City of Huntington Beach Fire Department ("HBFD"). Any other related personal property, fixtures, facilities and equipment on the Surface Property may be removed by KJ prior to the Abandonment Completion Date (the "Remaining Lease Equipment"). Additionally, KJ will cut and cap all pipelines and flowlines extending from the CHB Lease at the point that they exit the Northeasterly side of the flood control channel and shall remove those portions of lines up to the Deeble Lease boundary line. b. KJ will submit the applicable programs, notices and applications for the plugging and abandonment of the Producing Facilities (including the CHB No.1 Well) [collectively, the "Applications"] for approval to the DOGGR, the HBFD, and to Michael Heineke of the City (at the address set forth in Section 13 below) by no later than the Closing Date. (The date of the approval of the Applications by both the DOGGR and the HBFD is referred to herein as the "Approval Date".) KJ will provide the City with copies of the approval of such Applications by the DOGGR and the HBFD within five (5) days of the Approval Date. C. KJ will complete the plugging, abandonment and removal of all of the Producing Facilities on the Property and will obtain and deliver to the City all regulatory notices, certifications and verifications thereof from the DOGGR and HBFD by no later than forty-five days (45) following the Approval Date or August 30, 2001, whichever date is earlier. Such date by which such plugging, abandonment and removal operations shall be completed is referred to hereinafter as the "Abandonment Completion Date". Provided, however, that in no event shall the Abandonment Completion Date be later than August 30, 2001. d. KJ will ensure that the plugging and abandonment activities will not interfere with City's ongoing construction activities of the beach maintenance facility at the Property. The City will work cooperatively to provide the appropriate space required to KJ for the plugging and abandonment operations. e. Upon the City's timely receipt on or prior to the Abandonment Completion Date of (a) the notices and verifications from the DOGGR and the HBFD witnessing and approving the abandonment of the CHB No.1 Well in accordance with all applicable Environmental Laws and the Public Resources Code, and the regulations, orders and guidelines of the DOGGR and the HBFD, and this Agreement; and (b) notices and verifications from the appropriate regulatory agency, confirming and approving that KJ has properly cut and capped and abandoned all pipelines and flowlines extending from the Northeasterly side of the Orange County Flood Control Channel to the Deeble Lease boundary line, the City will direct the Escrow Company to disburse to KJ an additional amount of Fifty Thousand Dollars ($50,000) [the "Abandonment Payment"]. f. KJ will also be entitled to salvage and to the salvage value of any of its Producing Facilities removed from the Property on or before September 8, 2001. g. If the plugging and abandonment of CHB No. 1 Well and the removal of related Producing Facilities is not completed, approved and certified, as provided herein, on or 12261=02%660621.9 -5 - before the Abandonment Completion Date, then the City will have the option to complete the plugging and abandonment itself and the $50,000 Abandonment Payment provided in subsection (e) above will no longer be due or payable to KJ. If the City does not give notice to the Escrow Company to disburse the Abandonment Payment to KJ by close of business on the Abandonment Completion Date, the Escrow Company will immediately disburse the Abandonment Payment and all other funds in the Escrow to the City upon the City's request without the necessity of any notice or agreement by KJ. KJ hereby waives any claim against the Escrow Company relating to the release of the Abandonment Payment after the Abandonment Completion Date. h. If KJ does not fully complete the plugging and abandonment of the Producing Facilities in the manner provided herein by the Abandonment Completion Date, the City shall also have the option to take title to all such Producing Facilities and Remaining Lease Equipment remaining on the Surface Property only after September 8, 2001, and upon exercise of such option, such Producing Facilities and Remaining Lease Equipment will be considered the property of the City, and the City will have the right to remove, use, salvage or dispose any and all Producing Facilities and Remaining Lease Equipment on the Surface Property thereafter and to retain the proceeds from the salvage or sale of any such Producing Facilities and Remaining Lease Equipment without any right to reimbursement or other payment to KJ. KJ will promptly execute any documents requested by the City confirming transfer of ownership of any such Producing Facilities and Remaining Lease Equipment. i. The City agrees to be responsible at its own expense and without any right of reimbursement for KJ for the remediation of any soil impacted by. Contaminants located on the Surface Property only, to the extent required by applicable Environmental Laws (as defined herein). Provided, however, the City shall not have any responsibility for the remediation of any groundwater or surface water, whether located on the Surface Property or any other portion of the Property, or the "OCFCD Parcel" (as defined below), or offsite, nor shall the City have any responsibility for the remediation or removal of any soil which is not located on the Surface Property. j. The City further agrees to fill that portion of KJ's flowline extending from the boundary of the Surface Property with the "OCFCD Parcel" to the Northeasterly side of the Orange County Flood Control Channel. Notwithstanding any other provision of this Agreement, nothing is this Agreement is intended, nor shall this Agreement be construed, to transfer ownership of or responsibility for any pipelines or flowlines which are not located on the Surface Property. 5. Quiet Title Action a. KJ and its attorney of record in the Action shall sign and shall deliver to the City's attorneys by no later than 5:00 p.m. on Monday, July 16, 2001, the "Stipulation For Entry Of Judgment Pursuant To Settlement Agreement", with the attached "Stipulated Judgment", both of which are attached hereto as Exhibit "B", which shall be filed in the Action promptly following the Closing Date. 12261\0002\660621.9 -6- b. KJ's attorney of record in the Action shall sign and shall deliver to the City's attorneys by no later than 5:00 p.m. on Monday, July 16, 2001, a dismissal of the KJ Cross - Complaint, with prejudice, in the form attached hereto as Exhibit "C". The foregoing dismissal shall be as to all claims and causes of action and shall list all parties named in such Cross -Complaint, and shall be filed and served on each of the other parties promptly following the Closing Date. However, KJ will reserve all rights it has as to Terra. c. KJ's attorney of record in the Action shall sign and shall deliver to the City's attorneys by no later than 5:00 p.m. on Monday, July 16, 2001, a stipulation requesting the dissolution or vacation -by the Court in the Action of any and all orders restraining the City's construction of the Beach Maintenance Facility on the Property and other operations by the City on the Property, including but not limited to the Temporary Restraining Order entered by the Court on May 31, 2001 and the minute order entered on June 7, 2001, restraining such construction activities. Such Stipulation will be in the form attached hereto as Exhibit "D". d. Each of the parties to this Agreement shall bear their own costs, attorneys' fees, and related expenses with respect to the Action and in connection with the preparation, signing and implementation of this Agreement or the transactions contemplated hereby. e. The City will proceed to complete the Action to quiet title as to all other defendants and to remove all other encumbrances or clouds on the City's title to the Property, the Mineral Rights or with respect to the CHB Lease. KJ will cooperate with the City in completing the Action as to other defendants. To the extent any other defendants in the Action and any other person or entity who claims an interest in or to the CHB Lease do not voluntarily quitclaim their interests to the City, KJ will assist the City in completing the quiet title action for the purpose of obtaining a judicial declaration clearing the City's title to the Property and determining that the CHB Lease has been terminated. However, said cooperation will not require KJ to waive rights against Terra. f. It is the intent of the Settling Parties and each agrees that the provisions of this Agreement, including the release of KJ set forth herein, shall not be considered or interpreted as a ratification of the CHB Lease, nor as a waiver or an estoppel of any type, nor as an agreement or acknowledgement that the CHB Lease remains in effect at time this Agreement is executed or that the CHB Lease has not terminated by its own terms. g. The City agrees to take all pending motions off -calendar in the Action, upon execution of a stipulation by counsel for the parties and entry by the Court of an order extending the time for the City to respond to KJ's Cross -Complaint until July 30, 2001. h. Should this Agreement not be fully executed by July 18, 2001, KJ may post the required preliminary injunction bond by no later than July 20, 2001, and the City may re -notice the any motions, provided that KJ waives any and all claims it has or may have in connection with the City's construction activities on the Property between June 7, 2001 and July 20, 2001, the last day by which KJ may post the bond. 12261\0002\660621.9 -7- 6. Release a. With the exception of the rights and obligations created by this Agreement or as otherwise expressly provided herein, the City does fully and forever release and discharge KJ and its members, employees, former employees, attorneys, as well as the spouses of any of the foregoing identified parties, from any and all rights, claims, demands, obligations, causes of action, liens, debts, costs, expenses, compensation, liabilities and, which the City has or may have at this time, or at any time heretofore have had against KJ, which arise out of or are related to the claims with respect to the CHB Lease set forth in the Complaint in Action, through the date of this Agreement, including any claims against KJ for unpaid royalties with respect to the CHB Lease and the City Tax Claim. Provided, however, it is the intent of the parties hereto that the releases and discharges set forth herein shall not directly or indirectly release or discharge any other claims of the City. b. With the exception of the rights and obligations created by this Agreement or as otherwise expressly provided herein, KJ and its respective parent, subsidiary and affiliated corporations and companies, and its past and present officers, members, directors, and owners of an interest in the company, including but not limited to Richard Kelter and Bob Grayson, and Grayson Well Service (collectively referred to as the "KJ Parties"), hereby forever release and discharge the City and each of its past or present elected or appointed officials, council members, employees, servants, agents, attorneys, accountants, representatives, heirs, beneficiaries, trustees, trustors, successors, assigns, independent contractors, consultants, insurers, and expert witnesses, and Rosemarie Stinnett, as well as the spouses or former spouses of any of the foregoing identified parties (the "City Parties") from any and all past or present claims, damages, expenses, attorneysO fees, obligations, costs or demands of whatever nature through the date of this Agreement, including any claims for contribution or indemnity, whether or not anticipated, inspected, known or claimed, which they have or may have against the City Parties in any way arising out of the claims or causes of action alleged in the Action or in the Cross -Complaint filed by KJ. With the exception of the rights and obligations created by this Agreement or as otherwise expressly provided herein, the KJ Parties further specifically waive any claim, right or cause of action against the City Parties (i) for any alleged violation of or failure to comply with, or any liability arising under any statute, regulation, rule, order, notice, guideline, plan, or other directive of any federal, state, or local governmental entity; or (ii) any alleged breach of any express or implied contractual or other obligation to any third parties relating to the Property, of every kind and nature whatsoever, including any claim, right or demand for indemnity, contribution or subrogation, whether known or unknown, existing or future, including, but not limited to any related to the Property; and (iii) any claim for past or future royalties or other monies relating to the CHB Lease; and (iv) any claim for any breach of the CHB Lease. C. In connection with the release of the specified matters herein, the Settling Parties and anyone acting by, under or through them, hereby waive any and all rights which they may have under the provisions of Section 1542 of the Civil Code of the State of California, or similar statute of any jurisdiction. Section 1542 of the Civil Code of the State of California provides: 12261\0002\660621.9 -8- A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him, must have materially affected his settlement with the debtor. d. Neither this Agreement nor this waiver is intended to affect any right or claim on the part of the City against KJ related to any damage or claims related to other matters not raised in the Action, or any claims relating to the operation of the oil and gas leases referred to in the KJ Assignment as the "Deeble Leases" (the "Deeble Leases") or on any property other than the Surface Property, nor does it affect any other claims for assessments, fees or taxes (other than the City Tax Claim), nor any violations of any ordinance or regulation of the City, if any. e. It is also the intent of the parties hereto that, except as expressly set forth herein, the releases and discharges set forth herein shall not directly or indirectly release or in any way discharge any other claims of the City may have against any other party to the Action, or their respective successors, assigns, corporate affiliates, subsidiaries or parent corporations, or any party claiming an interest in the Property on the CHB Lease, or their respective officers, directors, shareholders of such entities, whether arising out of the facts and incidents involved in the Action or otherwise. The parties hereto expressly acknowledge that such other persons and entities are not parties to this Agreement nor are they beneficiaries thereof. Further, this Agreement shall not release or discharge any cause of action or claim which the City has against any other person or entity other than KJ, whether arising out of the facts and incidents involved in the Action or otherwise, and the parties hereto expressly acknowledge that such other persons and entities are not parties to this Agreement nor beneficiaries thereof. f. The Settling Parties represent that they have not heretofore assigned or transferred or purported to assign or transfer to any party not named herein any released matter or claim or any part or portion thereof. g. It is understood by the Settling Parties that claims may exist in their favor, individually or collectively, or against the parties released herein which are released as provided in this Agreement and which are not presently known, suspected or understood by them, and which, if known, suspected or understood by them, would have materially affected the existence, form or extent of the releases provided for in this Agreement; the Settling Parties assume the risk of discovery of such claims subsequent to the execution of this Agreement by them. h. Except as expressly provided herein, the KJ Parties and the City further agree that the releases set forth in this Agreement shall be effective in all respects and not subject to termination, rescission, alteration or reformation as a result of claims discovered subsequent to the execution of this Agreement by them or as a result of or in connection with any such subsequently discovered facts (except with respect to any resulting from the breach or failure of any representation or warranty set forth herein). 12261100021660621.9 -9- i. In the event that any waiver of the provisions of Section 1542 of the California Code provided for in this Agreement shall be judicially determined to be invalid, voidable or unenforceable, for any reason, such waiver to that extent shall be severable from the remaining provisions of this Agreement, and the invalidity, voidability or unenforceability of the waiver shall not affect the validity, effect, enforceability or interpretation of the remaining provisions of this Agreement. j. As further consideration for the payment and this Agreement, each of the KJ Parties represents and covenants to the City and agrees that, with the exception of any rights which they may have under this Agreement, none of them, individually or collectively, will ever institute or file any suit, complaint, or action at law or otherwise against the City or its successors or assigns in connection with or relating to the CHB Lease, the Property or the Mineral Rights, or in connection with any operations by the City or its successors or assigns on the Property, or in connection with any operations on or in the proximity of the Property or the construction of any buildings, structures, improvements, pipelines, fixtures, valves, facilities, vessels and equipment on the Property, or to the use the Property for any purposes by the City or its successors or assigns, and including any claims regarding the amount of the surface of the Property used, or any claims of environmental contamination of the Property. KJ further warrants, represents and covenants that they will not at anytime sue or assert any type of claim against the City Parties challenging any interest held by the City in the Property, the CHB Lease or the Mineral Rights. 7. No Admission of Liability or Waiver The parties hereto expressly recognize that the terms and conditions of this Agreement constitute a compromise and settlement of disputed claims and an accord and satisfaction of contested matters. This Agreement shall not be construed in any manner as an admission by any party hereto of any liability of any kind to the other party, nor shall be it considered or interpreted as an assumption of any liability under applicable law by the City. This Agreement is executed by the Parties hereto for the sole purpose of settling the disputes which serve as the bases for this Action. It is expressly understood and agreed, as a condition hereof, that this Agreement is not to be construed as, nor does it constitute, an admission, evidence, or indication, in any degree, of liability by any party for any claim asserted or unasserted in this Action. 8. Indemnity a. The City agrees to forever indemnify, defend, and hold the KJ Parties free and harmless, to the fullest extent permitted by law, and to protect, defend and hold each of the KJ Parties free and harmless from and against all losses, liabilities, damages, and claims resulting from the disposal or release of any Contaminants (as defined herein) resulting from the City's removal of soil from the Surface Property prior to the Effective Date and the storage or disposal of such soil at a site in the vicinity of the Surface Property or the violation of any Environmental Laws relating to such removal or disposal of such soil and from any claims arising out of the City's remediation of the soil on the Surface Property as set forth in paragraph 4(i). 12261\0002\660621.9 -10- b. Except as to any and all claims arising out of the City's obligation to remediate at its sole expense the soils on the Surface Property, KJ agrees to forever indemnify, defend, and hold the City Parties free and harmless, to the fullest extent permitted by law, and to protect, defend and hold each of the City Parties free and harmless from and against all losses, liabilities, damages, and claims resulting from or attributable to acts, omissions or conditions occurring or existing at the CHB Lease, or the use or operation of any Producing Facilities by the KJ Parties, including any claims arising out of or based on the following: (i) The operation of the CHB Lease or the Producing Facilities; (2) The plugging and abandonment of the CHB No.1 Well or other Producing Facilities located on the Property; (3) Any violation of any Environmental Laws as the result of the presence, storage, discharge or release of a Contaminant on the surface or subsurface of any portion of the adjoining Orange County Flood Control District property, more particularly described in the Grant Deed to the Orange County Flood Control District, Recorded June 19,1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-15 (the "OCFCD Parcel"), or any other property other than Surface Property, including but not limited to the Deeble Leases, or the transportation to or from the CHB Lease of any Contaminant produced by or used by the KJ Parties at or in connection with operations at the CHB Lease; (4) Any claims or matters arising in connection with ownership or production, or sale of hydrocarbons from the CHB Lease or any other lease operated by KJ, including the adjoining Deeble Leases; (5) Any claims by any persons or entities associated or affiliated with KJ, including but not limited to Grayson Well Service, including any oil and gas or mechanics liens, and any claims for payment of any billings or other costs, operating expenses, related charges or liabilities, whether accruing, incurred, billed or paid before or after the Effective Date; (6) Any claims for any production or overriding royalty payments and similar payments relating to the sale of hydrocarbons produced from the CHB Lease or the Deeble Leases; or (7) Any claims, liens or encumbrances relating to the Property or the CHB Lease by a person whose interest or claimed interest was created or allowed to be created by through or under KJ. c. In addition to the indemnity of the City Parties under Section 8(b), KJ agrees to forever indemnify, defend, and hold the City Parties free and harmless, to the fullest extent permitted by law, and to protect, defend and hold each of the City Parties free and harmless from and against all losses, liabilities, damages, and claims, including cross -complaints, third party complaints, claims for contribution and indemnity, or the like, -filed or asserted by any of the defendants in the Action, including but not limited to Terra or Rosemarie Stinnett, -arising out of the subject matter of the 12261100021660621.9 -11- Complaint or the Cross -Complaint in the Action. Nothing in this Section 8(c) is intended to abrogate any other obligations of KJ under this Agreement. d. Without limiting the generality of any of the foregoing, the indemnifications provided herein also cover all costs which may be incurred by the indemnified party, including investigation and remedial work or environmental expenses required by any Environmental Law, or otherwise necessary to respond to any of the claims, described herein, as well as all attomeys' fees and consultants' and expert witnesses' fees incurred by the indemnified party in responding to any such claims. The indemnified party shall have the right to select attorneys to represent it at the indemnitor's expense, subject to the indemnitor's good faith approval. e. Except for the contractual indemnity obligations of the City set forth in subsection (a) above, the City Parties shall have no equitable or common law contribution or indemnity obligations to the KJ Parties, and specifically, but without limitation, the City Parties shall have no obligations to the KJ Parties with respect to any claims, environmental liabilities and obligations, any environmental claims, or any claims with respect to the plugging and abandonment of any wells or any Producing Facilities. f. As used in this Agreement, the terms "hazardous substance" and "Contaminant" mean any substance, or constituent, chemical or waste, whether solid, liquid, semisolid, or gaseous in nature, and any product, waste, or other material of any nature that is, or becomes listed, regulated or addressed under any Environmental Law. The terms "hazardous substance" and "contaminant" also include oil, gas or any other hydrocarbon substance or petroleum product or fraction thereof, and drilling fluids and wastewater or oil field or other waste or debris or material, or any other substance the presence of which requires investigation, treatment, mitigation, removal or remediation under any environmental law.or the investigation, mitigation, treatment, removal or remediation of which is required by any governmental agency. g. As used in this Agreement, the term "Environmental Laws" means any state, federal or local law, regulation, order, directive, guideline, or permit condition, or requirement or local ordinance, or other rule concerning Contaminants or relating to pollution, the protection of the environment, or the release or disposal of Contaminants. 9. Recommencement of Operations KJ hereby confirms its authorization of July 10, 2001 to the City to recommence its construction operations on the Property on July 10, 2001, and its further authorization of the City to proceed with construction on the Property, beginning July 10, 2001. KJ further agrees not to post the preliminary injunction bond ordered by the Court in the Action. 10. Time Is Of The Essence Time is of the essence with respect to this Settlement Agreement. If this Agreement is not fully executed by July 17, 2001, the City reserves the right to cancel this Agreement and proceed with the Action. 12261100021660621.9 -12- 11. Representations and Warranties a. The KJ Parties' Representations The KJ Parties hereby represent and warrant to the City as of the Effective Date and the Closing Date, as follows: (1) KJ's title to the CHB Lease is free and clear of any claims, liens or encumbrances created or allowed to be created by through or under KJ, and the right to the transfer and to sell such interests is fully and exclusively vested in KJ. (2) All litigation and any civil or administrative proceedings of which the KJ Parties have knowledge affecting the Property or the CHB Lease have been disclosed to the City in writing. (3) None of the KJ Parties has previously made any gift, assignment, transfer, encumbrance or other conveyance or lien of any interest in such Property or the CHB Lease and no person or entity holds or claims to hold any interest or lien in either the Property or the CHB Lease, nor have any of the KJ Parties placed their interest in any trust for any third parties, and none of the KJ Parties, other than KJ, claims any right, title, interest, lien or encumbrance on or with respect to the CHB Lease, the Mineral Rights, the Surface Property or any other right or interest relating to the Property. (4) No third party has any preferential right to purchase, nor have the KJ Parties entered into any agreement which might impair their ability to convey and transfer or quitclaim of the CHB Lease and all of the Mineral Rights and other rights relating to the Property which will be transferred pursuant to this Agreement. (5) KJ has received all approvals or consents necessary (including all necessary corporate or LLC actions, resolutions or approvals) to enter into this Agreement on behalf of such party and the person(s) signing this Agreement on behalf of the KJ Parties is fully authorized to sign this Agreement and to commit and bind the KJ Parties to each and all the terms and conditions hereof. (6) The KJ Parties are unaware of any reason which would preclude, prohibit or prevent them from making a full and complete transfer or quitclaim of the CHB Lease, the Mineral Rights and all related rights and interests to the City as contemplated herein as of the Effective Date and the CIosing Date. (7) All federal, state or local taxes (including real property taxes), assessments, fees, penalties, interest or other governmental charges or fees or costs relating to the CHB Lease (with the exception of the City Tax Claim) have been paid by KJ to the extent that the same have accrued or have become due and payable prior to or as of the Closing Date. 12261\0002\660621.9 -13 - (8) THE KJ PARTIES ACKNOWLEDGE THAT EACH HAS BEEN REPRESENTED BY LEGAL COUNSEL THROUGHOUT ALL THE NEGOTIATIONS WHICH PRECEDED THE EXECUTION OF THIS AGREEMENT, AND EACH FULLY UNDERSTANDS EACH OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. (9) THE KJ PARTIES FURTHER WARRANT AND REPRESENT THAT EACH OF ITS MEMBERS HAVE READ THIS AGREEMENT AND THE RELEASE CONTAINED HEREIN, AND HAVE CONSULTED WITH THEIR COUNSEL REGARDING ITS TERMS, CONDITIONS AND COVENANTS AND THE EFFECT OF SIGNING THIS AGREEMENT AND THE RELEASE CONTAINED HEREIN, AND FULLY UNDERSTAND AND AGREE TO THE TERMS HEREOF. (10) The KJ Parties hereto warrant that they freely enter into this Agreement and are not entering into this Agreement because of any duress, fear, or undue influence. (11) In executing this Agreement, the KJ Parties hereto have not relied upon any statement or representation of any other party hereto nor of any officer, agent, employee, representative, or attorney for any other party hereto regarding any facts not expressly set forth within this Agreement. b. The City's Representations The City represents and warrants as of the date of this Agreement and the Closing Date, as follows: (1) The City is a municipal corporation, duly organized, validly existing and in good standing under the laws of the State of California and has all requisite power and authority to own, operate and acquire properties and to carry on its business as now conducted. (2) Upon execution of this Agreement on behalf of the City, the execution, delivery and performance of this Agreement, and the execution of any documents relating thereto or contemplated by this Agreement, have been duly and validly authorized and approved by all necessary action (including City Council action, if required), and consummation of the transactions contemplated hereby will not violate or be in conflict with any provision of the charter of the City. C. Joint Representations of the Parties The Settling Parties hereto represent and warrant to each other as of the Effective Date and the Closing Date, as follows: (1) The Settling Parties agree that this Agreement and all documents and instruments relating thereto are, or, upon execution and delivery will be, valid and binding obligations, enforceable against them in accordance with their respective terms. 12261\0002\660621.9 -14- (2) Neither party has incurred any obligation or liability, contingent or otherwise, nor made any agreement with respect to any brokers of finder's fees arising out of or in any way related to the transactions contemplated by this Agreement. (3) All Settling Parties have cooperated in the drafting and preparation of this Agreement and in any construction or interpretation to be made of this Agreement, the same shall not be construed against any such Settling Party. (4) Each Settling Party hereto has made such investigation of the facts pertaining to this settlement and this Agreement as it deems necessary. (5) It is agreed that this Agreement is being entered into in good faith by all Settling Parties and without fraud, coercion, duress or undue influence. (6) Each of the Settling Parties represents to the other that, prior to the execution of this Agreement, it had an opportunity to seek the benefit of independent legal counsel of its own selection regarding the substance of this Agreement. (7) This Agreement is the product of bargained for and arms length negotiations between the Settling Parties and their counsel. This Agreement is the joint product of the Settling Parties and their counsel and shall not be construed for or against any party or its representatives. d. Survival of Warranties The representations and warranties of both the City and the KT Parties set forth in this Section 12 and elsewhere in this Agreement will survive the Closing Date and the closing and termination of this Agreement. 12. Notices Any notice, communication, request, instruction or other document required or permitted to be sent under this Agreement shall be in writing and deemed given when hand -delivered or sent by confirmed facsimile or overnight mail, return receipt requested, or by overnight, confirmed express delivery service to the other party at the following addresses: To the City: City Clerk City of Huntington Beach P.O. Box 190 2000 Main Street Huntington Beach, CA 92648 Telephone: (714) 536-5527 Facsimile: (714) 374-1557 12261\0002\660621.9 -15- With a copy to: And to: City Attorney City of Huntington Beach P.O. Box 190 2000 Main Street Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 John J. Harris, Esq. Richards, Watson & Gershon 333 S. Hope Street, 38th Floor Los Angeles, California 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 To the KJ Parties: Mr. Richard Kelter KJ Enterprises LLC 518 Oceanhill Drive Huntington Beach, CA 92648 Telephone: Facsimile: With a copy to: Douglas L. Mahaffey, Esq. Mahaffey & Associates 18881 Von Karman Avenue, Suite 1200 Irvine, CA 92612 Telephone: (949) 833-1400 Facsimile: (949) 263-8736 Either party may change the place where or the person to whom notices under this Agreement will be given by giving notice to the other in the manner set forth above. 12261\0002\660621.9 -16- 13. Attorney's Fees; Venue a. Should any party bring any lawsuit or file a claim in arbitration arising out of or relating to the terms and provisions of this Agreement, the losing party in such action shall pay to the prevailing party, in addition to any other relief ordered by the court or arbitrator, the prevailing party0s costs and expenses in connection with that action or litigation, including reasonable attorneys0 fees and expert witness fees. The provisions of this section shall apply with equal force to any appeal of any decision rendered by a lower court, and any enforcement efforts undertaken in connection with such decision. b. ' Any action on this Agreement will be brought exclusively in Orange County Superior Court and the parties agree that such Court has personal jurisdiction over each of them and that venue is proper in such Court. 14. Choice of Law All matters pertaining to this Agreement shall be governed and determined in accordance with the laws of the State of California. 15. Further Coo eration The KJ Parties and the City Parties agree to execute any and all further agreements, documents or other instruments (with acknowledgment if necessary for recording purposes) as may reasonably be necessary in order to fully effectuate the agreements and covenants of the parties contained in this Agreement, and to accomplish the purchase, sale and transfer contemplated by this Agreement, or to evidence this Agreement or any portion thereof. 16. Terms Used Whenever the context requires, words used in the singular shall be construed to mean or include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender. 17. Amendments; No Waiver a. This Agreement and the exhibits hereto, and the documents referred to herein, embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, oral or written, relative to said subject matter. b. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than by performance), in whole or in part, except by a writing executed by the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. 12261\0002\660621.9 -17- C. Except to the extent that a party hereto may have otherwise agreed in writing, no waiver by that party of any condition of this Agreement or breach by the other party of any of its obligations or representations hereunder or thereunder shall be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by the other party, nor shall any forbearance by the first party to seek a remedy for any noncompliance or breach by the other party be deemed to be a waiver by the first party of its rights and remedies with respect to such noncompliance or breach. 18. Successors and Assigns This Agreement and the rights and obligations arising hereunder shall inure to the benefit of and be binding upon the City, its successors and assigns, and to the KJ Parties and their respective heirs, trustees, administrators, executors and successors. 19. Counterpart Execution This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 12261\0002\660621.9 -18- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. ATTEST: City Clerk off- =' APPROVED AS TO FORM: By: _ `�iP�-►�� _ City Adreinistrator By: ,2f oiCity Attorney APPROVED AS TO FORM: THE CITY OF HUNTINGTON BEACH RICHARDS, WATSON & GERSHON for the 'INGTON BEACH KJ ENTERPRISES, LLL By: c RICHARD KELTER LIM 12261\0002\660621.9 -19- Member BOB GRAYSON' Member CIATES Attorneys for KJ &terprises, LLC Res. No. 3200 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, PAUL C. JONES, the duly elected, qualified and acting'City Clerk of the City of Huntington Beach, and ex - off icio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the 3rd day of August , 19_70 , by the following vats: AYES: Councilmen: Green'.9 Bartlett, McCracken, Matney, , Coen NOES: Councilmen: None ABSENT: Councilmen: Gibbs., Shipley City Clerk an k-officio Clerk of the. City. Council of the City of Huntington Beach, California The famooN h*w e t k a awma copy of tfw odghw on f m In this office. Atte 5 20 O/ Council of tho My of HurntkVM Bewh, By I aopvq RESOLUTION NO. 3200 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE MAYOR -AND CITY CLERK TO EXECUTE CITY DOCUMENTS BY USE OF FACSIMILE SIGNATURES WHEREAS, the Mayor and City Clerk of the City of Huntington Beach, as part of their administrative duties, are required to sign numerous papers and documents, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that it does hereby authorize the Mayor, or in the absence from the State of the Mayor, the mayor Pro Tempore and the City Clerk of this city to sign all papers and documents required to be executed by them by use of facsimile signature. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 3rd day of August^ , 1970. 1 yor Pro Tem ATTEST: City Ga6rk APPROVED AS TO FORM: 2 R11 4 5 6 7 8 01 l0 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 21CHARGS, WATSON d GERSHON Attorneys at Law lease in certain particulars (the "Second Amendment"). The Second Amendment was recorded in the Official Records of Orange County, California on December 15, 1961 in Book 5945 at Page 570 as Instrument No. 10894. A true and correct copy of such Second Amendment is attached to the Complaint as Exhibit "E" and is incorporated herein by this reference. H. The foregoing described Oil and Gas Lease, dated January 15, 1952, as amended, modified and extended by the foregoing instruments, attached to the Complaint as Exhibits A, B, C, D and E, is referred to hereinafter as the "CHB Lease." 1. KJ contends that it is the current lessee under the CHB Lease pursuant to an instrument entitled "Assignment of Oil and Gas Lease," dated as of April 1, 1999 from Terra Explorations Production Company, as the assignor, and recorded in the Official Records of Orange County, California on June 21, 1999 as Document No. 1990458937 (the "KJ Assignment"). J. The CHB Lease provides that the term of such lease will only extend for so long as oil, gas and other hydrocarbons are produced from the Property in paying quantities, that is, quantities of oil or gas, the proceeds of which are sufficient to pay all operating costs, royalties and related costs and expenses, and yield a profit. K. The City contends in the Complaint that the CHB Lease terminated by its own terms and under California law and is no longer in effect. L. KJ has executed a Deed to the City effective as of July 17, 2001, in which KJ sold, granted, transferred, quitclaimed, assigned and conveyed to the City, the CHB Lease and KJ's entire right, title and interest in and to the CHB Lease, the Mineral Rights, and the Property, if any. By way of enumeration, the property sold to the City in the Deed included (i) all oil, gas and mineral rights, privileges, easements, rights of access, leases, licenses, and permits held by KJ and relating to or benefitting the Property or the CHB Lease in any way, and the ownership and operation thereof; (ii) all property, whether tangible or intangible, and all rights incident to the Property and the CHB Lease relating to the exploration, production, -5- STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGRE£y1ENT; [PROPOSED] ORDER 12261100021660986.2 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 111 28 /!/ storage, treatment or transportation of oil, gas or other hydrocarbon substances, or gases, liquids or fluids, or other minerals, and all buildings, structures, improvements, pipelines, fixtures, valves, facilities, vessels and equipment of every kind, character and description used or useful in connection with such operations, whether or not such operations are conducted on the Property; (iii) all leases, agreements, royalty interests or contracts pertaining to the Property or the CHB Lease; (iv) any appurtenant agreements or easements affecting or benefitting the CHB Lease or the operation thereof; (v) the benefit of the right to enforce any covenants, indemnities or warranties which KJ is entitled to enforce against any person or entity with respect to the Property or the CHB Lease; and (vi) all other rights relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, gases, liquids or fluids, or other minerals, whether or not the same is produced or recovered on or from the Property, and including but not limited to all rights of surface or subsurface entry or access rights, rights of way, easements, covenants, and other appurtenances and interests relating to such rights or necessary to take full advantage of such rights, including but not limited to the right to produce or inject water or wastewater, or to store water, oil, gas or other hydrocarbon substances on the surface or subsurface of the Property, and to use the Property for any purposes. KJ also warranted in the Deed that it acquired all of the working and other interests in the CHB Lease, including all interests in the CHB Lease of Terra Exploration & Production Company ("Terra"), and that KJ had made no transfers or encumbrances of any interest in the CHB Lease since its acquisition from Terra, and that there are no liens, encumbrances or financing statements affecting or encumbering the CHB Lease or any interest therein or any of the producing facilities on such lease. -1ICAARDS, WATSON II -6- a GERSHON Attorneys at Law STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12261 `,0002`•.660986.2 1 2 3 4 5 6 7 8 9 10 11 12 13' 14 15 16 17 18 19 20 21 22 23 24 25 26 27 1 28 iICHAROS, WATSON h GER.N Attornoye at Law M. As a result of the Deed and this Stipulation, KJ has no further rights or interest whatsoever in the Property, the Surface Property, the Mineral Rights or the CHB Lease, or to use the Property, the Surface Property, the Mineral Rights or the CHB Lease for any purpose. N. KJ and any persons or entities claiming by, through or under KJ have no right, title, or interest in either the Property, the Surface Property, the Mineral Rights or the CHB Lease. O. The interests, if any, of KJ and any persons or entities claiming by, through or under it, if any, in or under the CHB Lease, expired and terminated upon the quitclaim of the CHB Lease by KJ and upon termination of such lease by operation of law, and they have no right to produce or sell any oil, gas or other hydrocarbon substances from the Property or to use the Property or the CHB Lease for any purpose, or have any right of access or entry to the same. P. The City is the owner of all oil, gas and other hydrocarbon substances produced from the Property since July 17, 2001, and of the proceeds from the sale of such substances. 8. K.J. admits Paragraphs I through 11, 14 through 17 and 21, 30 through 45, 50 through 52 and 128 through 132 of the Complaint. 9. Pursuant to C.C.A. § 763.030(b), K.J. hereby disclaims any right, title, estate, lien, or interest in and to the Property, the CHB Lease, the Surface Property or the Mineral Rights described in the Complaint adverse to the City's title. 10. KJ has filed a Request for Dismissal of its Cross -Complaint against the City with prejudice. 11. The parties have entered into and submitted to the Court a separate stipulation that the TRO and the Preliminary Injunction Order, and all orders relating thereto, should be immediately vacated and dissolved ill -7- STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 1226 V0002\660986.2 1 2 3 4 5, 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS. WATSON & GFFISHON Attorneys at Law Based on the foregoing stipulated facts, the parties hereto further stipulate and agree, as follows: l . The Court may treat the facts stipulated to herein as proven in open court and binding upon the parties hereto. -2. The Stipulated Separate Judgment in the form attached hereto as Exhibit "A" and incorporated herewith by this reference may be immediately entered by the Court without further notice or hearing. 2. The Stipulated Judgment shall be final upon entry and KJ hereby waives any right to a hearing or to any appeal, review or any other consideration or reconsideration thereof. 3. This Stipulation may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. DATED: July 2s, 2001 I ATTEST: CITY OF HUNTINGTON BEACH By:dM W, � O—W--4 By %A m {�cul�art. City Clerk 0-1- T7`1 Mayor APPROVED AS TO FORM: By: City Attorney, ld -8- STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 122611,00021:660986.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 L ICHAROS. WATSON & GERSHON Attarneye at Law DATED: July �f 2001 DATED: July I � , 2001 DATED: July `D, 2001 RICHARDS, WATSON & GERSHON A Professional Corporation V A ome s f Plaintiff and Cross -Defendant, TY QEj4UNTlNGTON BEACH KJ ENTERPRIS S, LLC- B �l Y RICHARD p: K LTER Member By ?_;k IMMAnnn=Z BO GRAYSON Member MAHAF &-\ASSOCIATES DOUG AS,L. MAHAFFEY Attorneys for Defendant and Cross -complainant, KJ ENTERPRISES, LLC ORDER Upon stipulation of the parties hereto, and good cause appearing therefor, IT IS SO ORDERED. The Cleric of the Court is hereby directed to immediately enter the Stipulated Separate Judgment in the form attached hereto as Exhibit "A" and incorporated herewith by this reference. DATED: July _, 2001 HONORABLE RAYMOND J. IKOLA JUDGE OF THE SUPERIOR COURT sm STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT: [PROPOSED] ORDER 12261 `%.0002`:660986.2 RESOLUTION NO. -�200 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE CITY DOCUMENTS BY USE OF FACSIMILE SIGNATURES WHEREAS, the Mayor and City Clerk of the City of Huntington Beach, as part of their administrative duties, are reauired to sign numerous papers and documents, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that it does hereby authorize the Mayor, or in the absence from the State of the Mayor, the Mayor Pro Tempore and the City Clerk of this city to sign all papers and documents reauired to be executed by them by use of facsimile signature. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the �r- day of August , 1970.- ATTEST: APPROVED AS TO FORM: yor Pro Tem City rk ; t. hltilSJ. {:- F"].. :r: -r 1�.? i. - .a• Res. No.3200 STATE OF CALIFORNIA } COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, PAUL C. JONES, the duly elected, qualified and acting City Clerk of the City of Huntington Beach, and ex- officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the _ _3rd day of _ August 19 70 -, by the following vote: AYES: Councilmen: Greer., Bartlett, r_cCracker_, irlatney, Coen NOES: Councilmen: None ABSENT: Councilmen: Gibbs., Shipley City Clerk an x-officio Clerk of the City Council of the City of Huntington -Beach, California. The- farQoinp Wwwnm r a co , copy ct th• or" on fas h thk off". An•at 2 2001 �on411 &-_��ack w�.y x ITS aanoN of the Olty of Hunt ftW Baaah, Deputy 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 11CHAROS, WATSON a, GERSHON Attorneys at Law GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and RICHARDS, WATSON & GERSHOti A Professional Corporation JOHN J. HARRIS (93841) LISA BOND (172342) 333 South Hope Street, 38`h Floor Los Angeles, CA 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 Attorneys for Plaintiff and Cross -Defendant CITY OF HUNTINGTON BEACH SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, V. K.J. ENTERPRISES, LLC, et at., Defendants. AND RELATED ACTION. Case No. 01 CC04184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENT CX-1051 STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC Exempt from Filing Fees Pursuant to Govt. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: Oct. 29, 2001 LAW & MOTION AND DISCOVERY CUTOFF DATE: Sept. 29, 2001 In the above entitled case, Plaintiff and Cross -defendant, the City of Huntington Beach ("Plaintiff') and Defendant and Cross -complainant, K.J, Enterprises, LLC ("KJ"), having stipulated and agreed as between themselves, and by and through their respective attorneys of record, that a separate judgment may be entered, pursuant to Code of Civil Procedure § 664.6, as STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT ICJ ENTERPRISES, LLC 12261"0002',660987.1 l 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 iJCHARDS, WATSON h GERSHON AttOrneyt at Law set forth herein in accordance with the "Stipulation For Entry of Judgment Pursuant to Settlement Agreement and Stipulation of Facts" (the "Stipulation") filed herein, and the Court having reviewed and considered the Stipulation and the stipulated facts set forth in the Stipulation, and having entered an order thereon, as requested by such parties, and such parties having waived any right to notice or a hearing or to any appeal or other review or consideration or reconsideration of the judgment; and Defendant, K.J. Enterprises, LLC, having entered into such Stipulation, disclaiming any right, title or interest in the property of Plaintiff described below, and having quitclaimed any such interest, pursuant to C.C.P. §761.030(b); and Defendant and Cross -Complainant, K..J.. Enterprises, LLC, having filed a dismissal with prejudice of its cross -complaint against Plaintiff; and The Court having determined that a separate and final judgment may be entered in favor of Plaintiff against Defendant K.J. Enterprises, LLC, in accordance with C.C.P. §§578 and 579; and Upon good cause being shown therefor, IT IS HEREBY ADJUDGED, ORDERED AND DECREED that Plaintiff and Cross -defendant, the City of Huntington Beach (the "City") shall have judgment against Defendant and Cross -complainant, KJ Enterprises, LLC ("K.J."), as follows: JUDGMENT IS HEREBY ENTERED in favor of Plaintiff and Cross - defendant, the City of Huntington Beach on its First Cause of Action to Quiet Title and Ninth Cause of Action for Declaratory Relief, against Defendant K.J. Enterprises, LLC, as follows: 1. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the following described property, located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base'and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, -2- STIPULATED SEPARATE 1UDG1vIENT QUIETING TITLE AGAINST DEFENDANT K1 ENTERPRISES, LLC 12261\0002\660987.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 1511 lti 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON A GERSHON Attorneys al Law 145.00 feet wide, described as Parcel D 1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE,'4) and all that portion of the Southwest quarter of the Southeast quarter (SW/4SE/4) of Section 13, Township 6 South, Range 1 I West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights") (The Surface Property and the Mineral Rights are referred to collectively as the "Property"); 2. That certain oil and gas lease, dated January 15, 1952, between the City and George C. Atha, covering and affecting the Property, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587, as amended, modified and extended by the instruments attached as Exhibits A, B, C, D and E to the Complaint in the Action, and referred to hereinafter as the "CHB Lease", expired and terminated on or prior to July 17, 2001, and is of no further force and effect. 3. All working interests, royalty interests, liens, or other interests in and to the CHB Lease of K.J., or in any way related to such lease, and all interest of all persons or entities claiming by, through, or under K.J., whether recorded or unrecorded, also expired or terminated on or prior to July 17, 2001, and are of no further force or effect. 4. K.J. and any person claiming by, through or under K.J. neither has, nor owns any right, title, estate, lien or interest in either the Property, the Surface Property, or the Mineral Rights, more particularly described above, or in the CHB Lease, nor do they have the -3- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC 12261100021660987.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS. WATSON & GERSMON Altornays at Law right to use or have any right of entry or access of the Property, the Surface Property or the Mineral Rights. 5. Except as expressly provided herein, Second, Third, Fourth, Fifth, Sixth, Seventh, and Eighth Causes of Action set forth in the Complaint, are hereby dismissed without prejudice as to Defendant K.J. Enterprises, LLC only. 6. As between the Plaintiff and K.J., such parties shall each bear their own costs, attorney's fees and other expenses in connection with this action and this judgment. 7. All orders previously issued by the Court against Plaintiff are hereby vacated and dissolved. 8. The Clerk is directed to enter this judgment forthwith. 9. This separate judgment shall be considered final upon entry, and may be immediately recorded in the Official Records of Orange County, California. DATED: July _, 2001 HONORABLE RAYMOND J. IKOLA JUDGE OF THE SUPERIOR COURT -4- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC 1226 1%00021660987.1 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Office of the City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 This document Is solely for the Tax-Excr;»t-Go,er;:rnent Agency official business of the City CITY OF HVitMiNIGITON BEACH of Huntington Beach, as content- APNt 148_17.1 _ 1 7 plated under Government Code Sec. 6103 and should be recorded By:.......... --------••-•---•----•--- free of charge. epuClerk DEED, ASSIGNMENT, QUITCLAIM AND SURRENDER OF OIL AND GAS LEASE THIS DEED, ASSIGNMENT, QUITCLAIM AND SURRENDER OF OIL AND GAS LEASE (the "Deed' ), is entered into at Huntington Beach, California, and effective this 17'' day of July, 200I (the "Effective Date"), from K.J. ENTERPRISES, LLC, a California limited liability company ("K.J."), to the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City"). RECITALS WHEREAS, the City entered into an oil and gas lease with George C. Atha, dated January 15, 1952, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587 (hereinafter referred to as the "CHB Lease") which affected certain real property located in Orange County, California, described therein (the "CHB Leasehold"); and WHEREAS, the City is the fee owner of the real property more particularly described as: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel DI-106 in the Grant Deed to the Orange County Flood Control District, Recorded .tune 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter 12261\0002\660989.1 - 1 - of the Southeast quarter (SWASE/4) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights") - (The Surface Property and the Mineral Rights are collectively referred to hereinafter as the "Property"); and WHEREAS, K.J. is the assignee named in an instrument entitled "Assignment of Oil and Gas Lease," dated as of April 1, 1999 from Terra Exploration & Production Company ("Terra"), as the assignor, and recorded in the Official Records of Orange County, California on June 21, 1999 as Document No. 1990458937 (the "KJ Assignment"); and WHEREAS, KJ is prepared to surrender and quitclaim to the City all of its right, title and interest, if any, in and to the Property, the CHB Lease and the CHB Leasehold in accordance with the terms of the Lease and this Deed. WITNESSETH NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, K.J. ENTERPRISES, LLC, a California limited liability company ("K.J.") hereby sells, grant, transfers, assigns and conveys to the CITY OF HUNTINGTON BEACH, a municipal corporation (the "City"), the CHB Lease, and further quitclaims, releases, remises, relinquishes and surrenders to the City, KJ's entire right, title and interest in and to the Mineral Rights, the Surface Property, the CHB Lease, the CHB Leasehold and the Property, if any. A. By way of enumeration, the property and interests sold and transferred to the City hereunder include: (1) All oil, gas and mineral rights, privileges, easements, rights of access, Ieases, licenses, and permits held by KJ and relating to or benefiting the Property, the Surface Property, the CHB Leasehold, or the CHB Lease in any way, and the ownership and operation thereof; (2) All property, whether tangible or intangible, and all rights incident to the Property, the CHB Leasehold and the CHB Lease relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, or gases, liquids or fluids, or other minerals, and all buildings, structures, improvements, pipelines, fixtures, valves, facilities, vessels and equipment of every kind, character and description used or useful in connection with such operations, whether or not such operations are conducted on the CHB Leasehold or the Property; 12261\0002\660989.1 - 2 - (3) All leases, agreements, royalty interests or contracts pertaining to the Property, the CHB Leasehold or the CHB Lease; (4) Any appurtenant agreements or easements affecting or benefiting the CHB Lease or the CHB Leasehold or the operation thereof; (5) The benefit of the right to enforce any covenants, indemnities or warranties which KJ is entitled to enforce against any person or entity with respect to the Property or the CHB Lease; and (6) All other rights relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, gases, liquids or fluids, or other minerals, whether or not the same is produced or recovered on or from the Property or the CHB Leasehold, and including but not limited to all rights of surface or subsurface entry or access rights, rights of way, easements, covenants, and other appurtenances and interests relating to such rights or necessary to take full advantage of such rights, including but not limited to the right to produce or inject water or wastewater, or to store water, oil, gas or other hydrocarbon substances on the surface or subsurface of the Property, and to use the Property or the CHB Leasehold for any purposes. B. As a result of this Deed, KJ will have no further rights or interest whatsoever in the Property, the Surface Property, the Mineral Rights, the CHB Leasehold or the CHB Leasehold under the CHB Lease, or to use the Property, the Surface Property, the Mineral Rights or the CHB Leasehold for any purpose. C. KJ and the City agree that this Deed, and the transfer and quitclaim of the CHB Lease and any real or personal property or other interests described herein, covers all of KJ`s right, title and interest in and to the Mineral Rights, the Property, the Surface Property, the CHB Leasehold and the CHB Lease, and such other real and personal property and interests therein, regardless of whether the same is specifically described in any of the instruments of conveyance, as are necessary to carry out the terms of this Deed. D. KJ hereby represents and warrants to the City as of the Effective Date as follows: (1) KJ's title to the CHB Lease is free and clear of any claims, liens or encumbrances created or allowed to be created by through or under KJ, and the right to the transfer and to sell such interests is fully and exclusively vested in KJ. (2) All litigation and any civil or administrative proceedings are pending or threatened of which the KJ Parties have knowledge affecting the Property or the CHB Lease. 12261\0002\660989.1 3 - (3) KJ Parties has not previously made any gift, assignment, transfer, encumbrance or other conveyance or lien of any interest in the Property or the CHB Lease and no person or entity holds or claims to hold any interest or lien in either the Property or the CHB Lease or the CHB Leasehold, nor has KJ Parties placed its interest in any trust for any third parties, and no person who is a member of or affiliated with KJ claims any right, title, interest, lien or encumbrance on or with respect to the CHB Lease, the CHB Leasehold the Mineral Rights, the Surface Property, or any other right or interest relating to the Property. (4) No third party has any preferential right to purchase, nor has KJ entered into any agreement which might impair its ability to convey and transfer or quitclaim of the CHB Lease and all of the Mineral Rights and other rights relating to the Property which will be transferred pursuant to this Deed. (5) KJ has received all approvals or consents necessary (including all necessary corporate or LLC actions, resolutions or approvals) to execute this Deed and the person executing this Deed on behalf of KJ is fully authorized to sign this Deed and to commit and bind KJ to each and all the terms and conditions hereof. (6) KJ Parties is not aware of any reason which would preclude, prohibit or prevent them from making a full and complete transfer or quitclaim of the CHB Lease, the CHB Leasehold, the Mineral Rights and all related rights and interests to the City as contemplated herein as of the Effective Date and the Closing Date. (7) All federal, state or local taxes (including real property taxes), assessments, fees, penalties, interest or other governmental charges or fees or costs relating to the CHB Lease or the CHB Leasehold have been paid by KJ to the extent that the same have accrued or have become due and payable prior to or as of the Effective Date. IN WITNESS WHEREOF, KJ has executed this Deed, Assignment, Quitclaim And Surrender Of Oil And Gas Lease as of the Effective Date. KJ ENTERPRISES, LLC �.. By: "RICHARD P. KELTER Member • Z .. t" 30 Member 12261\0002\6609B9.1 - 4 - CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of — Q� iq-1V6-45 On before me, �0.05)1 7'4/,_i/U�i�iQy�!/,(� _e Date _ _ Name and TWO of Officer (e g_, Jane Doe. Notary Public') personally appeared I Lola, • {{f r Place Notary seal Above Name(e) of Signer(e) C personally known to me proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that heMh /they executed the same in *+efiterltheir authorized capacity(ies), and that by 4Wherltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. 'Signature of Notary Publ.e OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual n Corporate Officer — Tttle(s): C Partner — Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: RIGHT THUMBPRINT OF SIGNER 0 1997 Nat oval Notary Ae506(ktiOn • 9350 De Soto Ave., P 0- Box 2432 • Chaswodh, CA 913' 3.2402 Prod. No. 5907 Reorder: Cac Toll -Free 1-WO.676.6827 CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK DEED CERTIFICATION CITY OF HUNTINGTON BEACH This is to certify that the interest in real property conveyed by the Deed dated JULY 17, 2001 from K.J. Enterprises, LLC, a California limited liability company is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach pursuant to the authority conferred by Resolution No. 3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof by its duly authorized officer. Dated: July 25, 2001 CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CITY CLERK By: Deputy G`ity'Clerk g1followupldeedcert2041.doc Govemment Code § 27281 (Telephone: 7 t 4-53"227) EXHIBIT B ATTORNEY OR PARTY W17HOUT ATTORNEY (,Nat-e and Address)' TELEPHONE NO: i FOR COURT USE ONLY DOUGLAS L. MAHAFFEY, SB #125980 (714) 833-1400 _ MAHAFFEY & ASSOCIATES 18881 VON KARMAN, SUITE 1200 IRVINE, CALIFORNIA 92612 ATTORNEYFOR (tia.me) KJ ENTERPRISES LLC I^se^, narna of ccu!! and name cf iudicial cstr:n and branch ccur...f ary- . SUPERIOR COURT OF THE COUNTY OF ORANGE CENTRAL JUSTICE CENTER PLAINTIFF/PETITIONER: CITY OF HUNTINGTON BEACH, a )rur.icipal corporation DEFENDANTIRESPONDENT: K.J. ENTERPRISES, LT-C REQUEST FOR DISMISSAL. CASE NUMBER: Personal InJury, Property Damage, or Wrongful Death 01CC0418 4 C Motor Vehicle Other Family Law I�l Eminent Domain j K Other (specify): BREACH OF CONTRACT ETC. — 'A confonmed copy witl not be returned by the clerk unless a method of return Is provided with the document. — 1. TO THE CLERK: Please dismiss this action as follows: a. (1) XC� With prejudice (2) C Without prejudice b. (1) Complaint (2) C Petition (3) Cross -complaint filed by (name): KJ ENTERPRISES, LLC on (date): MAY 21, 2001 (4) C Cross -complaint filed by (name): on (date): (5) =.Entire action of all parties and all causes of action (6) = Other (specify):* Date: JULY 2Q , 2001 MAHVlvz ATES DOULAS L. MAHAFFEX (SIGNATURE) (TYPE OR PRINT NAME OF ATTORNEY =PARTY WITHOUT ATTORNEY) Attorney orpartywihoutattorney for: KJ ENTERPRISES, LLC * If dismissal requested Is of specified parties only, of specified causes of action only, or or specified cross -complaints only, so state and Identify C Plaintiff/Petitioner (J Defendant/Respondent the parties, causes of action. or cross -complaints to be dismissed. - ® Cross -Complainant 2. TO THE CLERK: Consent to the above dismissal is hereby given.`* Date: JULY 41 2001 . JOHN J. HARRIS SIGNATURE) (TYPE OR PRINT NAME OF ATTORNEY PARTYwITHOUTATTORNEY) Attorney orp rtywit ut orneyfor: CITY OF *" if a cross -complaint - or Response (Family Law) seeking affirmative HUNT N ON A relief - is on file, the attorney for cross -Complainant (respondent) XX I tiff/Petiti r 0 Defendant/Respondent must sign this consent if required by Code of Civil Procedure section 581(i) or o). 0 ross-complainant (To be completed by Clerk) 3. Dismissal entered as requested on (date): 4. Dismissal entered on (date): as to only (name): 5. Dismissal not entered as requested for the following reasons (specify): 6. C] a. Attorney or party without attorney notified on (date): b. Attorney or party without attorney not notified. Filing party failed to provide a copy to conforrin Q means to return conformed copy Date: Clerk, by Deputy Fora' Adopled by Me REQUEST FOR DISMISSAL Code of Civil Procedure, § 581 at seq Judicial Council of Califomia kO' TOO Cal. Rulas of Court, rules 383. 1233 982(a)(St (Rev January 1, 19971 Mandatary Form e • • EXHIBIT C 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 t ICHARDS, WATSON h GERSHON Attorneys at Law GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and RICHARDS, WATSON & GERSHON A Professional Corporation JOHN J. HARRIS (93841) LISA BOND (172342) 333 South Hope Street, 38' Floor Los Angeles, CA 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 Attorneys for Plaintiff and Cross -Defendant CITY OF HUNTINGTON BEACH SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, V. KJ ENTERPRISES, LLC, et al., Defendants. AND RELATED ACTION. Case No. 01 CC04184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENT CX-105] STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT AND STIPULATION OF FACTS; [PROPOSED) ORDER [C.C.P. § 664.61 Exempt from Filing Fees Pursuant to Govt. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: Oct. 29, 2001 LAW & MOTION AND DISCOVERY CUTOFF DATE: Sept. 29, 2001 THIS STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT AND STIPULATION OF FACTS is made and entered into by and between Plaintiff and Cross -defendant, the City of Huntington Beach (the "City") and STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12261100021660%6.2 2 7'' 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON & GERSHON Attorneys at Lew Defendant and Cross -complainant, KJ Enterprises, LLC ("KJ"), and by and through their respective attorneys of record. NOW, THEREFORE, the City and KJ hereby stipulate and agree, pursuant to Code of Civil Procedure §§ 283 and 664.6, as follows: 1. On March 28, 2001, the City filed a complaint (the "Complaint") herein, against Defendant, KJ Enterprises, LLC, and other defendants seeking, among other things, to quiet the City's title as to the property and the oil and gas lease described below. 2. KJ subsequently filed an answer and a cross -complaint (the "Cross -Complaint") against the City. 3. On May 30, 2001, this Court entered an "Order To Show Cause Re Preliminary Injunction and Temporary Restraining Order" (the "TRO"), directed to the City on the ex parte application of KJ, which among other things, enjoined the City from engaging in certain acts specifically described therein. 4. On June 7, 2001, this Court entered an minute order granting KJ's motion for a preliminary injunction and Temporary Restraining Order" (the "TRO") directed to the City, which among other things, enjoined the City from engaging in certain acts specifically described therein upon the filing of a bond with a specified amount with the Court. However, KJ has not yet filed such bond and the preliminary injunction has not yet been entered by this Court. 5. On June 21, 2001, the City filed a demurrer to the Cross -Complaint filed by KJ and a motion to strike certain allegations in the Cross -Complaint. 6. Subsequent to the filing of the demurrer, the City and KJ have engaged in settlement discussions and the parties have agreed, among other things, and hereby stipulate that (i) a separate judgment may be entered in the City's favor against KJ on the Complaint; and (ii) the TRO and the Preliminary Injunction Order entered by this Court, and all orders relating thereto should be vacated and dissolved. 7. In order to implement their agreement, the parties hereto further stipulate and agree that the following facts are undisputed and may be treated by the Court as facts proven in open court and binding upon such parties: -2- STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12 261 \0002`• 660986.2 l 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17 Its 19 20 21 22 23 24 25 26 27 28 ICHARO5, WAT9oN e GERsHot4 AtlCrneye at Law A. The City is the fee simple owner of the following described property, located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (1) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, 145.00 feet wide, described as Parcel D 1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (2) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SW/4SE/4) of Section 13, Township 6 South, Range 1 I West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the "Mineral Rights"). (The Surface Property and the Mineral Rights are referred to collectively as the "Property"). B. The basis of the City's title to the Property is a grant deed granting the Property in fee to the City, dated April 2, 1935 and recorded in the Official Records of Orange County, California on April 20, 1935, in Book 744 at Page 399 as Instrument No. 9252. C. On or about January 15, 1952, the City entered into an oil and gas lease with George C. Atha, covering and affecting the Property, which was recorded in the -3- STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 1226110002!660986.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 UCHARDS, WATSON 3 GERSHON Attorneys at Law Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587: A true and correct copy of such lease is attached to the Complaint as Exhibit "A" and incorporated by this reference. D. On or about July 27, 1953, the City executed an instrument entitled "Modification and Extension of Oil And Gas Lease", modifying the foregoing described oil and gas lease in certain particulars (the "Modification"). The Amendment was recorded on April 14, 1954 in the Official Records of Orange County, California in Book 2709 at Page 459 as Instrument No. 27747. A true and correct copy of such Modification is attached to the Complaint as Exhibit "B" and is incorporated herein by this reference. E. On or about December 21, 1953, the City executed an instrument entitled "Extension [sic] of Oil And Gas Lease", extending the foregoing described oil and gas tease in certain particulars (the "Extension"). The Extension was recorded in the Official Records of Orange County Califomia on April 14, 1954 in Book 2709 at Page 463 as Instrument No. 27748. A true and correct copy of such Extension is attached to the Complaint as Exhibit "C" and is incorporated herein by this reference. F. On or about March 21, 1956, the City executed an instrument entitled "Amendment to Oil And Gas Lease", amending the foregoing described oil and gas lease in certain particulars (the "Amendment"). The Amendment was recorded in the Official Records of Orange County, California, on March 6, 1957 in Book 3827 at Page 265 as Instrument No. 2979 L' A true and correct copy of such Amendment is attached to the Complaint as Exhibit "D" and is incorporated herein by this reference. In the Amendment, the then lessees of the CHB Lease quitclaimed all right, title and interest to the surface of the Property except for the East 300 feet of the North 200 feet, and the East 100 feet. G. On or about October 10, 1961, the City executed a second amendment of the CHB Lease, entitled "Amendment to Oil And Gas Lease", amending such oil and gas -4- STiPULATION FOR f:NTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12261100021660986.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 oz,I 25 26 27 28 RICHARD,, WATaON h GERSHON AttnrnayS at Lew lease in certain particulars (the "Second Amendment"). The Second Amendment was recorded in the Official Records of Orange County, California on December 15, 1961 in Book 5945 at Page 570 as Instrument No. 10894. A true and correct copy of such Second Amendment is attached to the Complaint as Exhibit "E" and is incorporated herein by this reference. H. The foregoing described Oil and Gas Lease, dated January 15, 1952, as amended, modified and extended by the foregoing instruments, attached to the Complaint as Exhibits A, B, C, D and E, is referred to hereinafter as the "CHB Lease." I. KJ contends that it is the current lessee under the CHB Lease pursuant to an instrument entitled "Assignment of Oil and Gas Lease," dated as of April 1, 1999 from Terra Explorations Production Company, as the assignor, and recorded in the Official Records of Orange County, California on June 21, 1999 as Document No. 1990458937 (the "KJ Assignment"). J. The CHB Lease provides that the term of such lease will only emend for so long as oil, gas and other hydrocarbons are produced from the Property in paying quantities, that is, quantities of oil or gas, the proceeds of which are sufficient to pay all operating costs, royalties and related costs and expenses, and yield a profit. K. The City contends in the Complaint that the CHB Lease terminated by its own terms and under California law and is no longer in effect. L. KJ has executed a Deed to the City effective as of July 17, 2001, in which KJ sold, granted, transferred, quitclaimed, assigned and conveyed to the City, the CHB Lease and KJ's entire right, title and interest in and to the CHB Lease, the Mineral Rights, and the Property, if any. By way of enumeration, the property sold to the City in the Deed included (i) all oil, gas and mineral rights, privileges, easements, rights of access, leases, licenses, and permits held by KJ and relating to or benefitting the Property or the CHB Lease in any way, and the ownership and operation thereof; (ii) all property; whether tangible or intangible, and all rights incident to the Property and the CHB Lease relating to the exploration, production, _5_ STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12261 \0002\660986.2 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 21 22 23 24 25 26. 27 1 111 28 111 storage, treatment or transportation of oil, gas or other hydrocarbon substances, or gases, liquids or fluids, or other minerals, and all buildings, structures, improvements, pipelines, fixtures, valves, facilities, vessels and equipment of every kind, character and description used or useful in connection with such operations, whether or not such operations are conducted on the Property; (iii) all leases, agreements, royalty interests or contracts pertaining to the Property or the CHB Lease; (iv) any appurtenant agreements or easements affecting or benefitting the CHB Lease or the operation thereof; (v) the benefit of the right to enforce any covenants, indemnities or warranties which KJ is entitled to enforce against any person or entity with respect to the Property or the CHB Lease; and (vi) all other rights relating to the exploration, production, storage, treatment or transportation of oil, gas or other hydrocarbon substances, gases, liquids or fluids, or other minerals, whether or not the same is produced or recovered on or from the Property, and including but not Iimited to all rights of surface or subsurface entry or access rights, rights of way, easements, covenants, and other appurtenances and interests relating to such rights or necessary to take full advantage of such rights, including but not limited to the right to produce or inject water or wastewater, or to store water, oil, gas or other hydrocarbon substances on the surface or subsurface of the Property, and to use the Property for any purposes. KJ also warranted in the Deed that it acquired all of the working and other interests in the CHB Lease, including all interests in the CHB Lease of Terra Exploration & Production Company ("Terra"), and that KJ had made no transfers or encumbrances of any interest in the CHB Lease since its acquisition from Terra, and that there are no liens, encumbrances or financing statements affecting or encumbering the CHB Lease or any interest therein or any of the producing facilities on such lease. i1CHAR03, WATSON II _6y 11 e Gsti•sxoK - nt orneya at Law STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12261\0002\660986.2 1 2 3 4 5 6 7 8 L'l 10 15 Tell 17 18 19 20 21 22 23 24 25 26 27 28 ICHAROS, WATSON S GERSHON Attorneys at Law M. As a result of the Deed and this Stipulation, KJ has no further rights or interest whatsoever in the Property, the Surface Property, the Mineral Rights or the CHB Lease, or to use the Property, the Surface Property, the Mineral Rights or the CHB Lease for any purpose. N. KJ and any persons or entities claiming by, through or under KJ have no right, title, or interest in either the Property, the Surface Property, the Mineral Rights or the CHB Lease. O. The interests, if any, of KJ and any persons or entities claiming by, through or under it, if any, in or under the CHB Lease, expired and terminated upon the quitclaim of the CHB Lease by KJ and upon termination of such lease by operation of law, and they have no right to produce or sell any oil, gas or other hydrocarbon substances from the Property or to use the Property or the CHB Lease for any purpose, or have any right of access or entry to the same. P. The City is the owner of all oil, gas and other hydrocarbon substances produced from the Property since July 17, 2001, and of the proceeds from the sale of such substances. 8. K.J. admits Paragraphs I through 11, 14 through 17 and 21, 30 through 45, 50 through 52 and 128 through 132 of the Complaint. 9. Pursuant to C.C.P. § 763.030(b), K.J. hereby disclaims any right, title, estate, lien, or interest in and to the Property, the CHB Lease, the Surface Property or the Mineral Rights described in the Complaint adverse to the City's title. 10. KJ has filed a Request for Dismissal of its Cross -Complaint against the City with prejudice. 11. The parties have entered into and submitted to the Court a separate stipulation that the TRO and the Preliminary Injunction Order, and al] orders relating thereto, should be immediately vacated and dissolved 111 -7- STiPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 12261 \0002%660996.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RICHARDS, WATSON 3 GERSHON Allurneys at Law Based on the foregoing stipulated facts, the parties hereto further stipulate and agree, as follows: 1. The Court may treat the facts stipulated to herein as proven in open court and binding upon the parties hereto. -2. The Stipulated Separate Judgment in the form attached hereto as Exhibit "A" and incorporated herewith by this reference may be immediately entered by the Court without further notice or hearing. 2. The Stipulated Judgment shall be final upon entry and KJ hereby waives any right to a hearing or to any appeal, review or any other consideration or reconsideration thereof. 3. This Stipulation may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. DATED: July 2S, 2001 ATTEST: CITY OF HUNTTINGTON BEACH By: By `4M f�utilCasc, City Clerk o-i- 25—ax Mayor APPROVED AS TO FORM: By: _ A�� CityAttorney ��- —$— STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; [PROPOSED] ORDER 122611000T.660986.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 fail 21 22 23 24 25 26 27 28 '•LCHARDS, WATSON A GERSHON A"ameyS at Law DATED: July fy, 2001 RICHARDS, WATSON & GERSHON A Professional Corporation 1. J. 0,KAJARIS4 /Atiomeys fbit Plaintiff and Cross -Defendant, TY OEFOUNTfNGTON BEACH DATED: July , 2001 KJ ENTERPRISE By f i RIC# RD . KELT R Member By k hdMAnnc�:J O Member DATED: July 2C, 2001 MAHAFF &ASSOCIATES A DOUG S,L. MAHAFFEY Attorneys for Defendant and Cross -complainant, KJ ENTERPRISES, LLC Upon stipulation of the parties hereto, and good cause appearing therefor, IT IS SO ORDERED. The Cleric of the Court is hereby directed to immediately enter the Stipulated Separate Judgment in the form attached hereto as Exhibit "A" and incorporated herewith by this reference. DATED: July ,, 2001 HONORABLE RAYMOND J. IKOLA JUDGE OF THE SUPERIOR COURT -9- STIPULATION FOR ENTRY OF JUDGMENT PURSUANT TO SETTLEMENT AGREEMENT; (PROPOSEDI ORDER 12261 \00021660986.2 RESOLUTION N0. 3200 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE CITY DOCUMENTS BY USE OF FACSIMILE SIGNATURES' WHEREAS, the Mayor and City Clerk of the City of Huntington Beach, as part of their administrative duties, are required to sign numerous papers and documents, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that it'does hereby authorize the Mayor, or in the absence from the State of the Mayor, the Mayor Pro Tempore and the City Clerk of this city to sign all papers and documents required to be executed by them by use of facsimile signature. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the '�rd day of August , 1970. y yor Pro Tem ATTEST: City rk APPROVED AS TO FORM: Res. No.320C STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, PAUL C. JONES, the duly elected, qualified and acting City Clerk of the City of Huntington Beach,. and ex- officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the rd day of _ August , 19 ?0 T, by the following vote: AYES: Councilmen: Green, Bartlett, McCracken, Matney, Coen NOES: Councilmen: None ABSENT: Councilmen: Gibbs_, Shipley City Clerk an x-officio Clerk of the City Council of the City of Huntington Beach, California. The forpokp kwum•nt p a comas aopyr of the orbKw an fie in thh aflb•. Ana 24 Ll _ AJ My Ci• and Ex-offft Mrk oft the My QWTWN of the 0" of iiuMnow tfrah, N. Deputy 2 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and RICHARDS, WATSON & GERSHON A Professional Corporation JOHN J. HARRIS (93841) LISA BOND (172342) 333 South Hope Street, 38'h Floor Los Angeles, CA 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 Attorneys for Plaintiff and Cross -Defendant CITY OF HUNTINGTON BEACH SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, V. K.J. ENTERPRISES, LLC, et al., Defendants. AND RELATED ACTION. Case No. 01 CC04184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENT CX-105] STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT. KJ ENTERPRISES, LLC Exempt from Filing Fees Pursuant to Govt. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: Oct. 29, 2001 LAW & MOTION AND DISCOVERY CUTOFF DATE: Sept. 29, 2001 In the above entitled case, Plaintiff and Cross -defendant, the City of Huntington Beach ("Plaintiff') and Defendant and Cross -complainant, K.J, Enterprises, LLC ("KJ"), having stipulated and agreed as between themselves, and by and through their respective attorneys of record, that a separate judgment may be entered, pursuant to Code of Civil Procedure § 664.6, as TICHAR08, WATSON 6 GBRHHON Attorneys at Caw STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC 12261\0002\660987.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SCNARDS, WATSON 6 GERSHON AISGfneya at Law set forth herein in accordance with the "Stipulation For Entry of Judgment Pursuant to Settlement Agreement and Stipulation of Facts" (the "Stipulation") filed herein, and the Court having reviewed and considered the Stipulation and the stipulated facts set forth in the Stipulation, and having entered an order thereon, as requested by such parties, and such parties having waived any right to notice or a hearing or to any appeal or other review or consideration or reconsideration of the judgment; and Defendant, K.J. Enterprises, LLC, having entered into such Stipulation, disclaiming any right, title or interest in the property of Plaintiff described below, and having quitclaimed any such interest, pursuant to C.C.P. §761.030(b); and Defendant and Cross -Complainant, K..J.. Enterprises, LLC, having filed a dismissal with prejudice of its cross -complaint against Plaintiff; and The Court having determined that a separate and final judgment may be entered in favor of Plaintiff against Defendant K.J. Enterprises, LLC, in accordance with C.C.P. §§578 and 579; and Upon good cause being shown therefor, IT IS HEREBY ADJUDGED, ORDERED AND DECREED that Plaintiff and Cross -defendant, the City of Huntington Beach (the "City") shall have judgment against Defendant and Cross -complainant, KJ Enterprises, LLC ("K.J."), as follows: JUDGMENT IS HEREBY ENTERED in favor of Plaintiff and Cross - defendant, the City of Huntington Beach on its First Cause of Action to Quiet Title and Ninth Cause of Action for Declaratory Relief, against Defendant K.J. Enterprises, LLC, as follows: 1. Plaintiff, the City of Huntington Beach, is the sole owner in fee of the following described property, located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue, in the City of Huntington Beach: (a) That portion of the East 500.00 feet of the North 200.00 feet of the South Half of the Northwest Quarter of the Southeast Quarter of Section 13, Township 6 South, Range 11 West, San Bernardino Base'and Meridian ("S.B.B.&M."), lying southerly and southwesterly of a strip of land, -2- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAnti'ST DEFENDANT KJ ENTERPRISES. LLC 12261 \0002\660987.1 1 2 3 4 5 6 7 8 9 10 it 12 13 14 15 I[I 17 18 19 20 21 W 23 24 25 26 27 28 ZICHARDS, WATBON 8 GERSHON Attorneys at Law 145.00 feet wide, described as Parcel D1-106 in the Grant Deed to the Orange County Flood Control District, Recorded June 19, 1961 in Book 5757, Page 811 of Official Records of Orange County, California, and further described as Assessor's Parcel No. 148-121-17 (the "Surface Property"); and (b) The oil, gas and mineral rights beneath the South half of the Northwest quarter of the Southeast quarter (S/2NW/4SE/4) and all that portion of the Southwest quarter of the Southeast quarter (SW/4SE/4) of Section 13, Township 6 South, Range 11 West, S.B.B.& M. lying north of the southerly line of the land conveyed by Willow Land. Co. to A.C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of Orange County, California north of Pacific Coast Highway and east of Newland Avenue in the City of Huntington Beach (the ":Mineral Rights"). (The Surface Property and the Mineral Rights are referred to collectively as the "Property"); 2. That certain oil and gas lease, dated January 15, 1952, between the City and George C. Atha, covering and affecting the Property, which was recorded in the Official Records of Orange County, California on February 28, 1952 in Book 2294, page 587, as amended, modified and extended by the instruments attached as Exhibits A, B, C, D and E to the Complaint in the Action, and referred to hereinafter as the "CHB Lease", expired and terminated on or prior to July 17, 2001, and is of no further force and effect. 3. All working interests, royalty interests, liens, or other interests in and to the CHB Lease of K.J., or in any way related to such lease, and all interest of all persons or entities claiming by, through, or under K.J., whether recorded or unrecorded, also expired or terminated on or prior to July 17, 2001, and are of no further force or effect. 4. K.J. and any person claiming by, through or under K.J. neither has, nor owns any right, title, estate, lien or interest in either the Property, the Surface Property, or the Mineral Rights, more particularly described above, or in the CHB Lease, nor do they have the -3- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KJ ENTERPRISES, LLC 12261 N0002\660987.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 2I 22 23 24 25 26 27 28 11CHAROS. WATSON & GERSHON Attorneys at Law right to use or have any right of entry or access of the Property, the Surface Property or the Mineral Rights. 5. Except as expressly provided herein, Second, Third, Fourth, Fifth, Sixth, Seventh, and Eighth Causes of Action set forth in the Complaint, are hereby dismissed without prejudice as to Defendant K.J. Enterprises, LLC only. 6. As between the Plaintiff and K.J., such parties shall each bear their own costs, attorney's fees and other expenses in connection with this action and this judgment. 7. All orders previously issued by the Court against Plaintiff are hereby vacated and dissolved. 8. The Cleric is directed to enter this judgment forthwith. 9. This separate judgment shall be considered final upon entry, and may be immediately recorded in the Official Records of Orange County, California. DATED: July ,, 2001 HONORABLE RAYMOND J. IKOLA JUDGE OF THE SUPERIOR COURT -4- STIPULATED SEPARATE JUDGMENT QUIETING TITLE AGAINST DEFENDANT KI ENTERPRISES, LLC 12261100021660997.1 EXHIBIT D 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IGMARD5, W4 T80N a GeRswoN Attorneys at Law GAIL C. HUTTON (57372) CITY ATTORNEY CITY OF HUNTINGTON BEACH 2000 Main Street, 4th Floor Huntington Beach, CA 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 and RICHARDS, WATSON & GERSHON A Professional Corporation JOHN J. HARRIS (93841) LISA BOND (172342) 333 South Hope Street, 38' Floor Los Angeles, CA 90071-1469 Telephone: (213) 626-8484 Facsimile: (213) 626-0078 Attorneys for Plaintiff and Cross -Defendant CITY OF HUNTINGTON BEACH SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF HUNTINGTON BEACH, a municipal corporation, Plaintiff, V. KJ ENTERPRISES, LLC, et at., Defendants. AND RELATED ACTION. Case No. 01 CC04184 [ASSIGNED FOR ALL PURPOSES TO THE HONORABLE RAYMOND J. IKOLA, DEPARTMENT CX-105] STIPULATION TO VACATE AND DISSOLVE TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION; [PROPOSED] ORDER Exempt from Filing Fees Pursuant to Govt. Code §6103 COMPLAINT FILED: March 28, 2001 TRIAL DATE: Oct. 29, 2001 LAW & MOTION AND DISCOVERY CUTOFF DATE: Sept. 29, 2001 THE PARTIES HERETO, BY AND THROUGH THEIR RESPECTIVE ATTORNEYS OF RECORD, HEREBY STIPULATE AND AGREE AS FOLLOWS: 111 STIPULATION TO VACATE AND DISSOLVE TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION 12261\0002\660985.1 1 2 3 4 5' 61 7 8 9 10 11 12 13 14 15 16' 17 18 19' 20 21 22 23 24 25 h17 27 28 11CHARDS. WATSON a GERSHON Attorneys at Law 1. On May 30, 2001, this Court entered an Order To Show Cause Re Preliminary Injunction and Temporary Restraining Order" (the "TRO") directed to Plaintiff and Cross - defendant, the City of Huntington Beach (the "City") on the ex parte application of Defendant and Cross -complainant, KJ Enterprises, LLC ("KJ"), which among other things, enjoined the City from engaging in certain acts specifically described therein. 2. On June 7, 2001, this Court entered an minute order granting KJ's motion for a preliminary injunction (the "Preliminary Injunction Order") directed to the City, which among other things, enjoined the City from engaging in certain acts specifically described therein upon the posting of a bond by KJ in the amount specified in the Preliminary Injunction Order. 3. Subsequent to the entry of such orders, the parties have engaged in settlement discussions and KJ has not posted the bond specified in the Preliminary Injunction Order, and has dismissed its Cross -Complaint with prejudice against the City, and KJ has agreed to confirm and hereby stipulates that the TRO and the Preliminary Injunction Order, and all orders relating thereto, should be immediately vacated and dissolved 4. Facsimile signatures may be used for all purposes in place of originals, including for filing, and this stipulation can be executed in counterparts. DATED: July !_2�1 2001 [Signatures continue on next page.] GAIL C. HUTTON CITY ATTORNEY CITY OF HUNTINGTON BEACH and RICHARDS, WATSON & GERSHON A Professional Corporation JOHN J. HARRIS LISA BOND 0 Byr_ _ :{Ss r Plaintiff and Cross -Defendant, MGTON BEACH -2- STIPULATION TO VACATE AND DISSOLVE TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION _,1226110002l660985.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 17 18 19 20 21 22 23 24 25 26 27 28 SICMARDS, WATSON C GEASNON Attorneys at Lew DATED: July%, 2001 MAHAFFEY & ASSOCIATES DOUGL . AHAFFEY By: 4 DO AS L. MAHAFFEY Attorneys for Defendant and Cross -complainant, KJ ENTERPRISES, LLC ORDER Upon stipulation of the parties hereto, and good cause appearing therefor, IT IS SO HEREBY ORDERED THAT: 1. This Court's May 30, 2001 "Order To Show Cause Re Preliminary Injunction and Temporary Restraining Order" (the "TRO"), directed to Plaintiff and Cross - defendant, the City of Huntington Beach (the "City"), and enjoining the City from engaging in certain acts specifically described therein, is hereby dissolved and vacated. 2. This Court's June 7, 2001 minute order granting a preliminary injunction directed to the City and enjoining the City from engaging in certain acts specifically described therein, and any related orders, are hereby dissolved and vacated. DATED: July _, 2001 HONORABLE RAYMOND J. IKOLA JUDGE OF THE SUPERIOR COURT -3- STIPULATION TO VACATE AND DISSOLVE TEMPORARY RESTRAINItiG ORDER AND PRELIMINARY INJUNCTION 12261100021660985.1 (TO BE TRANSM=D AS A LATE COMMUNICATION) ATTACHMENT #4 CITY CLERK'S CERTIFICATE I, Connie Brockway, City Clerk of the City of Huntington Beach, County of Orange, State of California,`dohereby certify that this "Quitclaim and Surrender of Oil and Gas Lease" from Rosemarie Stinnett`ohto the City of Huntington Beach was presented to the City Council of the City of Huntington Beachat a regular meeting held on the 16`n day of July 2001, and that said Council did thereupon approve said Quitclaim Deed and accept it on behalf of the City of Huntington Beach. \ IN WITNESS WHEREOF, I have 2001. SF-1001 Misc_ Clerk's Ceniticaie 7-9 R!S 2001-0489 Ap"d4C:.e. adly — tu4-5 Al o T CITY OF HUNTINGTON BEACH LI) INTERDEPARTMENTAL COMMUNICATION HLMM"GTON BFACH I Rw.. TO: Gail Hutton, City Attorney Honorable Mayor and City Council Members Ray Silver, City Administrator FROM: Connie Brockway, City Clerk DATE: July 2, 2 001 SUBJECT: RLS Oil & Gas Lease (1952) City Property Near Edison Plant (A Recent Closed Session Item) Attached is the ORIGINAL Quitclaim and Surrender of Oil and Gas Lease that was recorded on June 11, 2001 by the Real Estate Division of the Administrative Services Department rather than by the City Clerk's Office. I understand that the City Attorney's Office and the Real Estate Division received, handled and recorded this document because there was urgency and they determined the City Clerk's Certificate of Acceptance was unnecessary. However, it is my understanding that the recorded document is to be submitted to the City Council for the official action. I believe this document pertains to a recent closed session item. I would appreciate an RCA being prepared by the City Attorney and/or the Administrative Department for placement on the July 16, 2001 City Council Agenda. Action by the City Council will allow this document to be filed in the City Clerk's Office. It would be appreciated if the following items would be addressed for the City Clerk's Office: 1- Please approve as to form the Quitclaim and Surrender of Oil and Gas Lease. I do not know who prepared the document. 2. (a) Please approve as to form the Release document by the City of Huntington Beach releasing Rosemary Stinnett from any obligation relating to plugging and abandonment of the CHB Number 1 Well. Cbmemo/2000-2jc (b) The Release is attached to a copy of the Conformed copy of the document that the Real Estate Division provided to me, but the Release is not a part of the actual Recorded Document. Is it necessary to re- record the document to include the Release? If so, re -acknowledgement of Ms. Stinnett's signature is necessary. 3. In the RCA would you please request Council approval of Mike Heineke signing the Release? Is it necessary to have Mike Heineke's title after his name? 4. Please confirm that the City Clerk's Certificate of Acceptance is not necessary. I was informed it is not because real property is not involved as the City is the fee owner. However, on the deed there is reference to valuable consideration given to Ms. Stinnett. Is Council action needed to approve the valuable consideration, or is this just a phase used in all deeds? Page #13 of the Stinnett Lease states that the Lessee will cover wells. If this portion of the Lease is still valid, I believe the Release should be approved by Council. Please ensure that this document is placed on the July 16, 2001 Agenda for City Council acceptance of this Quitclaim and Surrender of Oil and Gas Lease. All Quitclaims are recorded with the City Clerk's Certificate of Acceptance, yet this Quitclaim was not. I believe the correct process can be followed even though it requires more paperwork. Note: Attached is the printout from the City Clerk's Record Information Program which shows Stinnett, Roy L. (formerly R. B. Watkins) as the Lessee. Is this file to be changed to R. J. Enterprises? If so, is there documentation to show the change of Lessees? Or is this Lease file not connected to R. J. Enterprise? Attachments: 1. Original Quitclaim and Surrender of Oil and Gas Lease 2. Conformed Copy Including Release 3. Printout of City Clerk's Records Database 4. Copy of Lease File (Attached for City Attorney only) Cbmemo12000-2jc a J� City of Huntington Beach P. O. Box 190 - 2000 Main Street Huntington Beach, California 92648 HUNTINGTON BEACH Vnl JUL 23 Pik 4* 01 From the desk of: Liz Ehring P.1:-LRVED Deputy City Clerk CITY ATTORNEY r Telephone: (714) 374-1559 101TINGTON BEAC14 Fax: (714) 374-1557 7 jz 3 /v f la'�' � 0-ae" n r ` REQUEST FOR ACTION MEETING DATE: July 16,2001 DEPARTMENT ID NUMBER: AS 01-022 Release, subject to the approval of the final form of the Agreement by the City Administrator and. the City Attorney.' The Agreement shall incorporate the "deal points" set forth in the July 16, 2001 Request for Council Action and shall further provide that KJ Enterprises shall -defend and indemnify the City as to any environmental contamination relating to Parcel APN 148-121 5. The City Administrator is further authorized to extend the escrow for APN 121- 17 as is necessary to implementthis.approval. S 4. Approve the Quitclaim Deed from KJ Enterprises, LLC to the City of Huntington Beach, authorize the City Clerk to sign the Certificate of Acceptance and record the Quitclaim Deed and Certificate of Acceptance. Alternative Action(sl: Do not approve the Quitclaim Deeds, Releases and Settlement Agreement and direct the City Attorney to continue with the Quiet Title action filed with the Orange County Superior Court as Case No. 01 CC04184. Analysis: The City is the fee simple owner the property located at 8669 Edison Way, north of Pacific Coast Highway and East of Newland Avenue in the City of Huntington Beach. On or about January 15, 1952, the City entered into an oil and gas lease with George C. Atha, covering and affecting the Property. The lease grants the lessee not only oil and gas rights below the surface, but surface access for oil and gas well -related equipment and storage rights above the surface. The tease limits the City's surface rights to horticultural, agricultural and grazing purposes. The lease was repeatedly assigned. KJ Enterprises is the current assignee . The City is currently constructing a Beach Maintenance Yard on the Property. The City designed the Beach Yard to avoid any existing oil and gas operations on the surface. However, after construction began, K J Enterprises, through its attorney, has asserted Mat the City's actions are in violation of its lease rights. Although the City was desirous of co -existing on the site with KJ Enterprises, the attorney for KJ Enterprises threatened the City with litigation, on several occasions, if the City did not cease construction. On March 16, 2001, the City demanded that KJ Enterprises surrender its leased property and remove the oil well and related structures from the site. When KJ Enterprises refused to do so, the City, on March 28, 2001, sued it for, among other remedies, quiet title, ejectment and trespass. The City's principal ground for claiming title was that the lease had terminated under its own terms for lack of production in "paying quantities." In due course, KJ Enterprises filed a cross -complaint against the City for an injunction and damages. KJ did not file a tort claim with the City. OP`A V 1 --- RECEIVED FROM AND MADE A PART OF TH M AT THE COUNC4L MEETING OF OFFICE OFTHE CITY CLERK CONNIE BROCKWAY, CITY CLERK n70401A4 T.ne nu Tb Mld'mfpn V4� jb11s "IffJJ HUNTINGTON BEACH CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION Brander D. Castle To Assistant Administrator Paul C. Jones City Clerk Subject Sale of Oil Well "CHB" #1 Located on City Property by R. B. Watkins, et al From Herb Day Oil Field Superintendent Date May 109 1972 This office has been notified (a copy is attached) that the above subject well located on City proppytI& neal the Edison plant has been sold by R. B. Watkins, et al t Roy L. Stinnet 45 Pacific Coast 962%. According to my interpretation of paragraph 11 of the origi- nal lease, made to George Atha in January 1952, gives the lessee the right to transfer or convey without the permission of the lessor. On the surface this appears to be another instance of a "Suede Shoe" boy coming to town for the nuisance value involved, but it also ainears that the City will have no recourse. If you wish to peruse the oil and gas lease on the subject �. City property, you will find it in the City Clerk's office filed undeth• R. B. Watkins, Operations. a1, / Cc; IV CLc. 5,a Al �A) Iy�S RECEIVED 2863 WALNUT AVENUE LONG BEACH, CALIFORNIA 90805 PHONES: 427-8991 NEVADA 6-4879. May 4, 1972. City of Huntington Beach Oil Division, City Hall Huntington Beach, California. Re: Gentlemen: m AY 1 0 1972 DfP;. U v;L ; :_ n CONTROL C-H„B. Lease Please be advised that on the �` day of April, 1972 the Estate of F. E.-Fairfield, uss-ell B. Watkins, Atlantic Oil Company, J. W.'-Wood, Les -Cal Company and Les -Cal Trust operating as I'R. B. Watkins Operations" assigned all their right, title and interest to Roy Stinnett in that certain Oil and Gas Lease dated January 15, 1952, by and between City of Huntington Beach as Lessor and George C. Atha as Lessee, recorded in Book 2294, Page 587, Official Records of Orange County. Yours truly, R. B. WATK�,N OPERATIONS C. D. Howe. CDH/j OFFICE MEMORANDA Doyle tililler, City Administrator To Attention: Bud. Belcito Date March 4, 1969 From Lou Ann Marshall In Re R. B. Watkins Assistant City Attorney Oil and. Gas Lease The original oil and gas lease was entered on January 15, 1952. Such lease was extended. in 1953 and in 1954, and. was amended in 1a56, at which time the city and. lessees acknowledged. that the wells had. been drilled. as required. by the lease. All the amendments to the lease recite that all the terms and. conditions of the original lease shall apply to the lease as amended. This would of course include the provision that the lease is operative and effective so long as oil or gas or casinghead gas or other hydrocarbon substances, or either or any of them, is produced from the land.. Unless it can be shown that none of the above substances is being produced from the land, or that some other term of the lease is being breached by the lessees,.such as nonpayment of royalty, failure to drill additional wells under specified circumstances, failure to produce logs on demand of city, or failure to pay the monthly payments if any of the provisions of the lease have been suspended, or failure to pay taxes as agreed. by the lease, the city would have no basis for terminating this lease. To determine whether any of the above conditions have been breached, we would. of course require additional information. LAM: : nn T I-A117 4 Yrr ifirat iu n of �nsurun . r r * To CITY OF HUNTINGTON BEACH P. 0. BOX 190s HUNTINGTON BEACH, CALIFORUTA We, the undersigned, hereby certify that the following described insurance is in force at this date issued for EMPLOYERS' SURPLUS LINES INSURANCE CO. - Name of Assured: RUSSELL B. WATKI NS DBA PAC I FI C DR LL1 NG COMPANY Address of Assured:-2863 WALNUT AVE. I LONG BEACH, CALIFORNIA Location of Risk: STATE OF CALIFORNIA Kind of Insurance: BODILY INJURY AND PROPERTY DAMAGE Policy or Certificate No. E-512803 Period THREE YEARS from 4-30-67 to 4-30-70 Limits of Liability Bodily Injury ) COMBINED SINGLE LIMIT OF Property Damage ) $500,000.00 This document is furnished to you as a matter of information only. The issuance of this document does not make the person or organization to whom it is issued an ad- i ditional assured, nor does it modify in any manner the contractof insurance between the Assured and the Underwriters, Any amendment, change or extension of such con- tract can only be effected by specific endorsement attached thereto. For particulars concerning the limitations, conditions and terms of the coverage you are referred to the original Policy or Policies in the possession of the Assured. �l The undersigned will have no responsibility !to give notice of cancellation of this insurance except to the extent specifically provided herein, nor are we Insurers, however Insurance has been effected by the Signer Corporation. Dated & LOS ANGELES CAL I FORN I A APR I L 27 . ..._. 19 67 W. B. BRANDT & CO., INC., S & TOSO, INC. By * CITY OF HUNTINGTON BEACH ADDED AS ADDI ONAL INSURED? --a^ SAN FRANCISCO, CALIFORNIA DENVER, COL_ORADO LOS ANGELES, CALIFORNIA CHICAGO, ILLINOIS SEATTLE, WASHINGTON KANSAS CITY, M1550URI PORTLAND, OREGON NEW YORK, NEW YORK W. E. TESCH, CORRESPONDENT, HOUSTON. TEXAS FORM SZ4--13 (7-61) 1 J- . 1 I _ f � CITY OF HUNTINGTON BEACH ENGINEERING DEPARTMENT Huntington Beach, California November 14, 1962 Honorable Mayor and City Council City of Huntington Beach Gentlemen: We have made an inspection of the location of R. B. Watkins Operations well City of Huntington Beach #3, located 1120 ft. East and 760 feet South from intersecting center line of Hamilton and Newland Streets, and found they have complied with the clean up ordinance, The Travelers Indemnity Company Bond No. 1043363 should be termi- nated in accordance with Section 2448.1 of the Ordinance Code. Attached is a sub -surface survey of the above named well in accordance with Section 2427.3 of the Ordinance Code and a request for termination of the drilling bond, if approved, this Travelers Indemnity Company bond No. 1043364 should also be terminated and the owners notified. JRW: a Att. Very truly yours, 5�4 ames R. Wheeler City Engineer SOUTHERN CALIFORNI-A, EMSOlti COM- Pk1%-V EDISON BUILDING • P.O. BOX 351 LOS ANGELES 53. CALIFORNIA FIGHT OF WAY ANo LAND DEPT. P. 6. PEECOOK MANAGER G. L- HARVEY A5GIS--A.NT k.ANAGIZR August 7� 1962 City of Huntington Beach Huntington Beach, California Attention: Mr. Doyle Miller City Manager Subject: Amendment to Oil and Gas Leases Edison Acquisition from City of Huntington Beach et al Dear Doyle: Enclosed are the original of the "Amendment to Oil and Gas Lease" and Consents by surface Lessee's concerning our 1961 acquisition of the 1.99,acres of City property lying east of our Huntington Beach Steam Station. 1 believe these originals should be a part of your archives as they affect property rights still owned by the City. Cordially, fen 4ri a Vof son 7.S i Way Agent WCR:kb Enclosure 7.AW OPFICL"19 rCITCHELL -&N. D IIIBBERT DAMES H. Ml7CHELL MAURICE e.HIBSERT 333 ROOSEVELT BUILDING S_ H. MITCHELL,.:R_ 7" WEST SEVENTH STRE97 LO6 A_\'[inLps 17, CAI TFORN7IA MADISON 1371 July 11, 1952 Mr, C. A. Bauer, City Attorney City of Huntington Beach 1121 Main Street Huntington Beach, California Dear Mr, Bauer: This refers to our conversation of July 8 regard- ing the Oil and Gas Lease dated January 15, 1952 between City of Huntington Beach, as lessor, and George C. Atha, as lessee, covering the Si of the NWi of the SEk and a portion of the SWJ of the SE;,- of Section 13, Township 6 South, Range 11 West. An Assignment was executed on March 7, 1952 by George C. Atha and Gladys Atha, as assignors, in favor of Glen Dial and George C. Atha, as assignees, covering the entire lessee's interest, which Assignment was recorded June 24, 1952 as Instrument 31834 in Book 2347, Page 316, Official Records, Orange County. Under this Assignment, Glen Dial acquired an undivided 75% and George C. Atha an undivided 25% of the lessee's interest, subject to an over- riding royalty of 6-1/6% reserved to George C. Atha. A further Assignment was executed on June 2, 1952 by Glen Dial, Edna Dial, George C. Atha and Gladys Atha, as assignors, in favor of Pacific Supply Cooperative and George C. Atha, as assignees, which Assignment was recorded on June 24, 1952 as Instrument 31835 in Book 2347, Page 319, Official Records, Orange County. Under this Assignment, Pacific Supply acquired an undivided 75% interest and George C. Atha an undivided 25% of the lessee's interest, subject to 2-21% overriding royalty reserved to Glen Dial and further subject to the 6-1/6% overriding royalty previously reserved to George C. Atha. The lessee's interest is now held by Pacific Supply Cooperative, as to an undivided 75%,and George C. Atha, as to an undivided 25%, subject to overriding roy- alties of 212% reserved to Glen Dial and 6-1/6% reserved to George C. Atha. • • Mr. C. A. Bauer July 11, 1952 Page Two. I thought that I had extra copies of these two Assignments in my file which I could send you, but I find that such is not the case. I wi1-1 make copies and send them to you upon your request, if the foregoing in- formation is not deemed sufficient. Yours very truly, - MWITO-MVIS MAURICE E. HIBBERT H. S r i March 2, 1956 Rueliell B. Watkins 1�02 E. Burnebt'St. Long Heao.h 6,_'Cal,it.-- _ Dear -Sir, ' At an adjourned meeting of the-Gity Council held at'7100 o' clock P. M. , Thursday, Nae►roh' 1, 1956, the folloiAryg motion was made and oarrieds - • "On motion. by Bartlett seconded bar Loakett• natice� be -'givers to Rueeeli'B. Watkins and Associates that the City Council extends until April 1, 1956 the period to cure' the' default under the gas and oil lease with the City; to commence drilling the second Drell." �. Very truly yours, J. L. Henrloksen, ' City Clerk JLH 3bd • i f ' November 14,,1955 t Russell B. Watkins • • 1502 E. Burnett Street Rat Oil and Gas Lease Long Beach, California dated 1-15-52. betun City of -Huntington Beach & Oeo. C: Atha Dear Ve, Watkins, At a regular meeting held on November 7. 1955, the City Council directed that you be given a' 90 day, notice to comply with the . provisions of the above subject lease that has been assigned , to you. ; The drilling provisions call for one well to be drilled each 90-days after the first well has been -placAn production, - �+ The lease calls for a minimum of one'well for each ten acres = of the lease. t This letter constitutes the 90 day notice as directed by the City Council.. Very truly yours. r J. L. Henricksen. ` Administrative Officer ° JLH tbd • r , s • • OIL DIVISION D PACIFIC SUPPLY COOPERATIVE 714 WEST OLYMPIC BOULEVARD PRODUCERS bu BUlra 917. 91S PSTROI.6UM BUILDING AND MARKETERS Los ANGELES 15, CALIFORNIA OHNRRAL OPFIC$6 WALLA WALLA. WASHINGTON RICHNOND 7.0291 January h, 1954. 1 City of Huntington Beach City Clerk Huntington Beach, California Dear Sir: We are enclosing our check # 3931 in the mount of $ 220.00 to cover the first months renewal rental under the terms of the attached extention. j We note that the extention was not notarized on page 2 and would appreciate it if you have this done and return same to us for filing in the enclosed self-addressed stamped nvelope. �7 1' LEM/hh Yours very truly, PACIFIC UPPLY CO i'E L. E. MARTIN Office Manager IF MEMBER OF NATIONAL CC -OPERATIVES, INC. MAURiCE E. HISBERT ATTORNEY AT LAW 935 I. N. VAN NUYS SUILbfNG 210 `lfES- SEVEN-i 3`R7ET LOS ANGELES f4 WC- GAN 9301 March 10, 1952 City Clerk City of Huntington Beach Huntington Beach, Calif. Dear .Sir: I enclose herewith Check No. 521 of George C. Atha, dated March 10, 1952, drawn on Ambassador Branch of Security -First National Bank of Los Angeles, payable to City Clerk, City of Huntington Beach, in the amount of $220.00. This check is to be applied to the payment of the rentals due March 15, 1952 under the provisions of the Oil and Gas Lease dated January 15, 1952 between City of Huntington Beach, lessor, and George C. Atha, lessee. This rental is computed at $5.00 per acre for the 44 acres covered by the lease. Yours very tPuly, MAURICE E. HIBBERT H.S Enc. cc: George C. Atha 'Glen Dial F+.1 kLh "IfT.h Made 66.. Telith (10) - _ play ,•f- i usu3t, 1942 `. c "I %.-.lr of 5:.i 1 md, aar dint and niur hundlyd forty two- - - ,• - . r - +li c_• 1yiY��I - - - - - - - - - - - - - - - - - - w - - - - - ' Y - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 y �l> 5n1•t�r - ni I41r firer art F P ---------------------------------- - - - - - - - - - - - - - - - - - - - - - - - - .parts .,Ff the serund p.m. +rnrr _^;�1. `t .f F,r-nd i^ _r.!r i.+r.: af,.. ..f .f.w •,+-t of w.� ...tr� N{-�V - - - - - - - w - r - - - - -C - - w r w - r 1...11n i+, • ' , .� L L i��ffit�-�raYY111. is !T]rnl p1Td Ito 1hr .aid Plrt •5f thr.),TFZd earl. thr rrrrllll Mhrrmf IA hrrrl,ti acknowledged. the mid first J - - ..f Ih.•3�42L r„rr d. e3 ha [hr.r nr.-•rl,l• rrmla•. rrlrha•, a`u1 (..eMrr 1prit.•la:m 5+n1n !fr wi.l ! Lirt ? d -;:c ,Pre -.ref part. sad 1•r - -i is - - - - - - - - heir* and a..i:zn. fnrrr.•r 1' o i ri•,n rrpuin Inr or parry! ..t 1:n4 sauate in the ,'tall• of (alifornla. and hnun,W and par tcularly dr.crihcd a:+`.,_ r.na-:calf (� ) of v::a :'orG: :, .-vast gttartdr of Li^ Zioath-east quartor (Sr,) nd all that tyC.-. o" f the Soot -e3t �••a_ te1. Oft.' ) of Om- 301101! i �I R^_r.t ,'rcrter (Sn' ) of11apic#�+r•r. :'alrteen� (13), To%mahip '1:. (C) 3outh, Range Elever (11) West, 3.i3.�3.t: U., • lyl:tr- `:girth of the 5outheri-r IL -in of the land conveyod , f 'I-- );:?nd Co'..7'pan7 tb A. 7. � " ��`� @ by diDe4 recorded Y J-inq I.Z9%. 1917 in Boot. 30w, paro of :)--eds, and cnn- b t^ in'-r7 fort; -four (44) ncres :turn nr leas: ' J S i n0i all -nd 1n;;ul3r. the lcnements. hetedileutrntG un.l ,ppurtrnanrr, thcrrul ". hrinnyie;`, nr 41 - r-; ;x;+.slnln^. •:rd Tl:^ rrlcr-ion:•nd n•vrr-iom, rrrtlalndre sr:l rrrklifiefl'rF. rt•ntt, i•,ut'Q and proflPl thrrr\rf. Crd 071 rld .11 zd HR-7ilar. the mid prrml!kee t rrhrr "i}h the. appurtenancm unto th^ -Ad >l f l+ .F Ft ...) �� - t. r ., -� t ,l - - r - - - hri[9 fad tl.=_1hi1 . fmm~4. 1 C YeI �+.-y� �i�—!ram a+.•�J T.�e a� c <c.L,�a �_,.�� AcG //ro A�-✓�-�� d� rfS3 ------1 -� -- ems_- -- — -- Ile E I ' E � • I `* a�i7�f �i�1 M�l�:itt,��• YF� �i{E•1li�Yf".�.s „ �.:��ib.}''��� �A .�i a o r � i �l• � w ' - :f[ii• n► dfr• d3v nhf] j.+.r NMI atv+r wniScn.1h mfsnln %A%, i 41a Car¢ffTatr iia*p to Isr aubwAbod-a" !Fill ml acs wdIcy 1. — ►'repslrssS ar..l a e ,• 4c:resary, S t�unS.l stity of ,Fi _ t+. wai3+w+�1 +d in Mari of Diminrr, • ri y i ? r sx• • 1ou2 dad . AU —" ta� ttrors: r tJ sxvz r.ar hay rr�9 r rn axd f..r +,�I a oc) Rom:- r�: rx�t « - - - - - - - - . - • f - '�Tud1 . �'��:.."�..•�i r � s f f. � f � �^� o r � G� i 7 ��C+'..' � � . � � � �bes>bfltfr?. +�-•.ii...SC- - - ,r - - - - - ��,r-.ice :� =� i.7 I..y CL..- i cS, �x=lzxs tiC] ►ra t t i .� y: -:at_ a i dc.s NFer rw-- w! the r:t ='1-c _.'::''-'r-f n r_s E!:.. KU h eago:9;3h ' :< � tT1!!� �+ ._.. ),:,,,•i 4_._3 cra: f�i t�+ �--3 frn � f' ,'.cr.:. � [cam d'i+to mr,�as j • __4i C: -" -. a� - lots 44 COP E r i J• l , •' - rr � r,, y�y r3 , , �, � I 1 n�j �4•��.i x'�'Z I]j����E(, fj�•�'' ry. tPlry SA I{; i I k Oil Age Form S&C—Rev[eed i OIL AND GAS LEASE THIS AGREEMENT, made and entered into thisl5tb day of ------- January ___ v_-__________1 19__52_-, by and between ------------------- C-ITY_.QF__-RIM114GTM_MACi 9,__,&--muninipal__-orpnrationq-------------- --------- --------------------- -------- ---- ---------------------------- ------------ - ---------- ------- ----_party of the first part, herein styled "Lessor," and -------- -Gr QR E _-gyp-- ----------------- - --—--- ----- ---- ----------------- ----------------------------------"------------- --------------------- party of the second part, herein styled "Lessee." WITNESSETH: That for and in consideration of_822-0.QQ- -------------------- Dollars lawful money of the United States of America, to the Lessor paid., and of other valuable considerations, the receipt of'all of which is hereby acknowledged, and in consideration of the covenants and agreements hereinafter contained by the Lessee to be kept and performed, the Lessor has granted, leased, let and demised, and by these presents does grant, lease, let and demise unto the Lessee, its grantees, successors and assigns, the land and premises hereinafter described, with the sole and exclusive right to the Lessee to drill for, produce, extract, take and remove oil, gas, asphaltum and other hydrocarbons (and water without cost for its operations) from, and to store the same upon, said land during the term hereinafter provided, with the right.of " entry thereon at all times for said purposes, and to construct, use, maintain, erect, repair and replace thereon and to remove therefrom all pipe lines,'telephone and telegraph lines, tanks, machinery, buildings and other structures which the Lessee may desire in carrying on its business and operations on said land, or adjoining or neighboring premises operated by Lessee, with the.further right to the Lessee or any of its subsidiaries to erect, maintain, operate and remove a plant with all necessary appurtenances, for the extraction of gasoline from gas produced from said land and/or other premises in the vicinity of said land, including all rights necessary or convenient thereto, together with rights -of -way' for passage over, upon and across, and ingress and.egress to and from, said Iand, for any or all of the above mentioned pur- poses. The possession by the Lessee of said land shall be sole -and exclusive, excepting only that the Lessor reserves the right to occupy said land or to lease the same for agricultural, horticultural, or grazing uses,.which uses shall be carried on subject to, and with no interference .with, the rights or. operations of the Lessee hereunder. The land which is the subject of this lease is situated in the County of_________ ------------------ __------- ----------- _--- _------ -- ---- _-------- State of California and is described as follows, to -wit: The Si of the W'i of the SE4 and all that portion of the SW* of the SE-J of. Section 13, Township 6 South, Range 11 blest i .S.B.B.& M., lying north of the southerly line of the.land conveyed by- Willow Land Co. to -A. C. Thorpe by deed •recorded June 13, 1917, in Book - 3021 page 69, of Deeds 'Records -of Orange County Californian SUBJECT TO easement for road purposes of record, and SUBJECT TO"the surface lease between Lessor and Georgian W, Garrish, 44 and contains -------------_—_-_'----------____--acres, more or less. TO HAVE AND TO BOLD the same for a term of_____Qnfl_---------- (.1.____) yeals from and after the date hereof and so long thereafter as oil or gas, or casinghead gas, or other hydrocarbons substances, or either or any of them, is produced therefrom. I consideratio a remises it is hereby tually agreed as follows: fteep as prov�i a �n paragraph . Lessee shall'pay Lessor as royalty on oil eJqual_ __.____, QIl. !-9�$ht l__� _ ______________________part of the proceeds of all oil produced, saved and sold from the leased premises, after making the customary deductions for temper- ature, water and b. s. at the posted available market price in the district in which the premises are located for oil of like gravity the day the oil is run into purchaser's pipe line or storage tank, and • settlement shall be made by Lessee on or before the 25th day of each month for accrued royalties for the preceding calendar month. At Lessor's option exercised not oftener than once in any one calendar year upon__Hixt3L_------- ____:-------- days' previous written notice; Lessee shall deliver into Lessor's tanks on the leased premises, or at mouth of well to pipe line designated by Lessor free of cost, Lessor's royalty oil, provided that Lessee may at any time purchase and take Lessor's royalty oil at said posted available market price. No royalty shall be due to the Lessor for or on account of oil lost through evaporation, leakage or otherwise prior to the marketing of the same or delivery to Lessor if royalty oil is being taken in kind. 2. For all gas produced, saved and sold from said land by Lessee, the Lessee shall pay as royalty part of the net proceeds from the sale of such gas, but nothing herein contained shall be deemed to obligate the Lessee to produce, save, sell or otherwise dispose of gas from said land. For the purpose of having gasoline extracted from gas pro- duced from said land, the Lessee may transport, or cause to be transported, to a gasoline extraction plant located either on said land or on other lands, all or any portion of such gas where it may be commingled with gas from other properties. Lessee shall meter such gas so transported and such meter readings, together with the results of content tests by recognized methods made at approximately regular intervals, at least once every month,•shall furnish the basis for computation of the amounts of gasoline and residue gas to be credited to this lease. Gas used or consumed, or lost in the operations of any such plant, shall be free of charge, and Lessee shall not be held accountable to the Lessor for the same or for any royalty thereon. Lessee shall not be required to pay royalty for. or on account of any gas used for repressuring any oil-bearing formation which is being produced from by a well or wells on the leased premises, even though such repressuring is done by injecting such gas into wells not situated on the leased premises. The Lessor shall be entitled to gas free of charge from any gas wells on the Ieased premises for all stoves and inside lights in the principal dwelling houses on said land by making his own con- nections at a point designated by Lessee, the taking and use of. said gas to be at the Lessor's sole risk and expense.at all times. & Any casinghead gasoline extracted from gas produced from said land shall, at the option of the Iessee, be returned to the oil produced therefrom and shall be treated as a part thereof; otherwise the Lessee shall pay to the Lessor as royalty for such extracted gasoline the equal --------- ___:_____________._part of the net proceeds of the sale thereof after deducting transportation and extraction costs, or of *- Lessee's portion thereof if extracted on a royalty basis. I€ there shall be no available market and/or no public or ope-,'sharket price for the gasoline at the place of extraction, then the Lessee shall be entitled to sell and/or dispose of all the ,Asoline for the best price and on the best terms obtainable, but in no.case shall settlement of royalty•be at a less price -.Ian that obtained by the Lessee for its portion of the gasoline. 4. The Lessee shall not be required to account to the Lessor for, or pay royalty on, oil, gas or water produced by the Lessee from said land and used by it in._-s operations hereunder, but it may use such oil, gas and water free of charge. 5. Commencing with thel th__d> _- of__I4.rjoh-.jogHof, if the Lessee has not theretofore com- menced drilling operations on.said land oterminated this lease as herein provided, the Lessee shall pay or tender to the Lessor ------ P th1Y___________-___in advance, as rental, the sum of____ Five___ per acre per __- ---------- ----- _�___—__for so mucl of said land as may then still be held under this lease, until drilling operations are commenced or this lease terminated? s herein provided. 6. The Lessee agrees to commence drilling operations on said land within ------- months ---- ------- from the date here- of (unless the Lessee has sooner commenaA the drilling of an offset well on said land as herein provided) and to prosecute the same with reasonable diligence until'S'.-'i or gas is found in paying quantities, or to a depth at which further drilling would, in the judgment of the Lessee, be ullt�t- -ofitable; or it may at any time within said period terminate this lease and surrender said land as hereinafter provided', To implied covenant shall be read into this lease requiring the Lessee to drill or to continue drilling on said land, or fixing iie measure of diligence therefor. The Lessee may elect not to commence or prosecute the drilling of a well on said land as above provided, and thereupon this lease shall terminate. 7.' If the Lessee shall elect to drill on said land, as aforesaid, and oil or gas shall not be obtained in paying quantities in first well drilled, the Lessee shall, after the completion or abandonment of the first well, commence on said land drilling operations for a second well, and shall prosecute the same with reasonable dili- gence until oil or gas is found in paying quantities, or until the well is drilled to a depth at which further drilling would, in the judgment of the Lessee, be unprofitable; and the Lessee shall in like manner continue its operations until oil or gas in paying quantities is found, but subject always to the terms and conditions hereof and with the rights and privileges to the Lessee herein given. �� l 8. If oil ' or gas is found in paying quantities in any well so drilled by the Lessee on said land,_ the Lessee, subject to the provisions hereof and to the suspension privileges hereinafter set forth, shall continue to drill additional wells on said land as rapidly as -one string of tools working with reasonable diligence can complete the same, until there shall have been completed on said land as many wells as shall equal the total acreage then held under this lease divided by__Ia-___.; where- upon the Lessee shall hold all of the land free of further drilling obligations; provided, that the Lessee may defer the. com- mencement of drilling operations for the second or any subsequent well for a period not to exceed three months from the date of completion of the well last preceding it. Except as herein otherwise provided, it is agreed that the Lessee shall drill such wells and operate each completed oil well with reasonable diligence and in accordance with good oil field practice so long as such wells shall produce oil in paying quantities while this lease is in force as to the portion of said land on which such well or wells are situated; but in conformity with any reasonable conservation- or curtailment pro- gram affecting the drilling of wells or the production of all oil and/or gas from said land, which the Lessee may either voluntarily or by order of any authorized governmental agency subscribe to or be subject to. Drilling and -producing operations hereunder may also be suspended while the price offered generally to producers in the same vicinity for oil of the quality produced from said land is___.0evefitwY_._-five(_75) cents or less per barrel at the well, or when there is no available market for the same at the well. 9. If the Lessee shall complete a well or wells on said land which shall fail to produce oil in paying quantities but which produces gas in paying quantities, the Lessee, shall either sell so much of said gas as- it may be able to fixed a market for, and pay the Lessor the royalty -provided herein on the volume of gas so sold, or Lessee may, if it so elects, suspend the operation of such gas well or wells from time to time and during the period of such suspension pay or tender to the Lessor as rental-_-_----__. ___-.month% --------_ equal to___. Five _Dollsrs__-- _ _&P ___________ _ _____m advance, a sum e _ _ � � a______.____ per acre for so mucks of the acreage then held under this lease, such rental to continue until producing operations are re- sumed and royalties are paid to the Lessor for gas sold as above provided. It is further understood and agreed that if the Lessee shall complete a well which shall fail to produce oil in,pay_ing quantities, but which produces. gas in paying quan- tities, it shall not be obliged to conduct any further drillind operations on 'said -land (except "the drilling" of offset wells as hereinafter provided) unless and until, in its judgment, the drilling of such additional wells under the provision of this lease is warranted in view 'of existing or anticipated market requirements. 14. If it should hereafter appear that the Lessor at the time of making this lea_ se owns a less interest in the leased land No than the fee simple estate or the entire interest in the oil and gas under said land, then the rentals and royalties accruing hereunder shall be paid to the Lessor in the proportion which his interest bears to the entire fee simple estate or to the entire.estate in said oil and gas. ikk a 11.fThere is hereby expressly reserved to the Lessor, and as well to the Lessee, the right and privilege to convey, trans- k a l fer-or-assign in whole or in part its interest in this lease or in the leased premises or in the oil and/or gas therein or pro- kf duced therefrom, but if the Lessor shall sell or transfer any part or parts of the leased premises or any interest in the oil and/or gas under any part or parts thereof the Lessee's drilling obligations shall not thereby be altered, increased or en- larged, but the Lessee may continue to operate the leased premises ar�ct�a and settle rents and royalties as an entirety. 12. In the event a well is drilled on adjoining property within- _--- (300) feet of the exterior Iimits of any land at the time embraced in this lease and oil or gas is produced therefrom in paying quantities and the drilling require- ments as specified in paragraph 8 hereof are not fully complied with, and the owner of -such well shall operate the same and market the oil or gas produced therefrom, then the Lessee agrees to offset such well by the commencement of drilling operations within ninety days after it is ascertained that the production of oil or gas from such well is in paying quanti- ties and that the operator thereof is then producing and marketing oil or gas therefrom. For the purpose of satisfying obli- gations hereunder such offset well or wells shall be considered as other wells required to be drilled hereunder. 13. The obligations of the Lessee hereunder shall be suspended while the Lessee is prevented from complying there- with, in whole or in part, by strikes, lockouts, actions of the elements, accidents, rules and regulations of any Federal, State, Municipal or other governmental agency, or other matters or conditions beyond the control of the Lessee, whether similar to the matters or conditions herein specifically enumerated or not. 14. The Lessee shall pay all taxes on its improvements and all taxes on its oil stored on the leased premises on the first Monday of March in each year, and_________________of the taxes levied and assessed against the petroleum mineral rights. Lessor agrees to pay all taxes levied and assessed against the land as such and________ Ve ------- of the taxes levied and assessed against the petroleum mineral rights. In the event the State, United States or any muni- cipality levies a license, severance, production or other tax on the oil produced hereunder, or on the Lessee's right to oper- ate, then and in that event the Lessee shall pay__.-_____-__`lI8_—--- ____________________________________________--- said tax and Lessor shall pay --------- ----- 1/0--------------__-___ of said tax. ---------------------------------- 15. The Lessee agrees not to drill any well on said land within____ 94e__ hundred- f i.f tV___ {-15Q feet of the now existing building thereon without the written consent of the Lessor. The Lessee agrees to pay all damages directly oc- casioned by its operations to crops on said land. - 16. The Lessor may at all reasonable times examine said land, the work done and in progress thereon, and the produc- tion therefrom, and may inspect the books kept by the Lessee in relation to the production from said land, to ascertain the production and the amount saved and sold therefrom. The Lessee agrees, on written request, to furnish to the Lessor copies of logs of all wells drilled by the Lessee on said land. 17. All the labor to be performed and material to be furnished in the operations of the Lessee hereunder shall be at the cost and expense of the Lessee, ae Lessor shall not be chargeable with 'liable for, any part thereof; and the Lessee shall protect said Iand against of every character arising from its opellons thereon. t r 31. �essee' a&ie/ es to abide by, be controllea'�by� and conform to the provisions of paragraph 11 of the surface lease between the Lessor and Georgiana W. Garrish, dated January 1, 1946 4hich'paragraph r6ads as follows: "That the right of entry upon said premises for purposes of prospecting and drilling for oils gas, asphaltum naptha,, and all other minerals, together with reasonable right of way for roadways over -which supplies may be hauled to or products from any and all wells that may be operated as well as the right to lay and maintain any and all necessary pipe lines ing on or over said premises is hereby reserved to the -City. Provided, however, that no derrick shall be erected more than 100 feet south of the north lime' or-100 feet north of the south line of said property herein demised without written consent of Lessee first had and obtained, and provided that the City or Lessee in any oil and gas lease shall agree to .remove any oil well derrick within ninety days after said well is on settled production, provided the roadways shall not cross runwaysq and pipe lines shall not cross ramways unless other arrangement is impractical:" 32. Notwithstanding any other terms and conditions of this lease, the royalties provided for herein shall be based on the average daily.produc- tion of each well during the month. The royalty payable on each well producing 50 bbls. or less shall be 1/8. The royalty payable on each well producing at least 51 bbls. but not more than 200 bbls. shall be 1/6. In the event.the average daily production shall be 201 bbls. or more, the royalty shall be 1/5. In the event that Lessee shall not ex- ercise his option to return to the oil produced and treated as a part thereof the casinghead gasoline extracted from the gas produced, as provided in paragraph 3,' then the royalty on said casinghead gasoline shall be'the applicable part as above set forth. " 18. Upon the written request of the e l Lessee agrees to lay all pipe Iines which it constructs through culti- vated fields, below plow depth, and u &1,1a_ •,)request agrees to fence all sump s or other excavations to safeguard livestock on said land. 19. The Lessee shall have the righi_ any time to remove from said land all machinery, rigs, piping, casing, pumping g stations and other property and improvemE!nts belonging to or furnished by the Lessee, provided that such removal shall fibe completed �nwithin a reasonable time after the to nation of this le Lessee a r es aft r )egination of this lease to pl S'�5�.�t$1�m}`�t�argan�e3nscgg000ao1d�eaUrn eirLems�� 20. If royalty oil is payable in cash, Lessee may deduct therefrom a proportionate part of the cost of treating unmerch- m antable oil produced from said premises to render same merchantable. In the event such oil is not treated on the leased ::; premises, Lessor's -cash royalty shall also bear a corresponding proportionate part of the cost of transporting the oil to the m treating plant. Nothing herein contained shall be construed as obligating Lessee to treat oil produced from the herein des- .I-S cribed premises. If Lessor shall elect to receive royalty oil in kind, such royalty oil shall be of the same quality as that R removed from the leased premises for Lessee's own account, and if Lessee's own oil shall be treated before such removal, Lessor's oil will be treated therewith before delivery to Lessor and Lessor in such event will "pay a proportionate part of the c+ cost of treatment. cD 21. Upon the violation of any of the terms or conditions of this lease by the Lessee and the failure to begin to rem- edyS -------- after written notice from the Lessor so to do, then, at the option of the Lessor, this °p terminate, and all rights of the Lessee in and to -said land be at an end, save and excepting the same within._ -__d8� lease shall forthwith cease and ter • t�10 ____ (_2__) acres surrounding each well producing or being drilled and in respect to which Lessee shall not be in default, and saving and excepting rights -of -way necessary for Lessee's operations, provided, however, that the Lessee may at any time after such default, and upon payment of the sum of_____-Ten-� �_ �_-__..(.10.) Dollars to the Lessor as and for fixed and liquidated damages quitclaim to the Lessor all of the right, title and interest of Lessee in and to the leased lands in respect to which it has made default, and thereupon all rights and obligations of the parties hereto one to the other shall thereupon cease and terminate as to the premises quitclaimed. 22. All royalties and rents payable in money hereunder may be paid to the Lessor by mailing or delivering a check therefor to. ---City Cle -- HLult----- ri HeaChl--_California __sank its successors and assigns, herein designated by the Lessor as depositary, the Lessor hereby granting to said depositary full power and authority on behalf of the Lessor, his heirs, executors, administrators, successors and assigns, to collect and receipt for all sums of money due and payable from the Lessee to the Lessor hereunder. No change in the ownership of the land or minerals covered by this lease, and no assignment of rents or royalties shall be binding on the Lessee until it has been furnished with satisfactory written evidence thereof. 23. Lessor hereby warrants and agrees to defend title to the land herein described, and agrees that the Lessee, at its option, may pay and discharge any taxes, mortgages, or other liens existing, levied or assessed on or against the above des- cribed land; and, in the event it exercises such option, it shall be subrogated to the rights of any holder or holders thereof and may reimburse itself by applying to the discharge of any such mortgage, tax, or other lien, any royalty or rentals accruing hereunder. 24. If and when any oil produced from the demised premises shall for any reason be unmarketable at the well at the price mentioned in paragraph 8 hereof, the Lessor agrees in such case to take and receive his royalty in kind, and should he fail or refuse so to do, then the Lessee may sell the same at the best price obtainable, but not less than the price `which the Lessee may be receiving for its own oil of the same quality. t i A 25. The words "drilling operations" as used herein shall be held to mean any work or actual operations undertaken or commenced in good faith for the purpose of carrying out any of the rights, privileges or duties of the Lessee under r this lease, followed diligently and ih due course by the construction of a derrick and other necessary structures for the drilling of an oil or gas well, and by the actual operation of drilling in the ground. 26. On the expiration or sooner termination of this lease, Lessee shall quietly and peaceably surrender possession of the premises to Lessor and deliver to him a good and sufficient quitclaim deed, and so far as practicable cover all sump holes and excavations made by Lessee. Before removing the casing from any abandoned well Lessee shall notify Lessor of the intention so to do, and if Lessor withinifA©A -_ i5} days thereafter shall inform Lessee in writing of Les- sor's desire to convert such well into a water well, and for that purpose to retain and purchase casing therein, Lessee will leave therein such amount of casing as Lessor may require for said purpose, provided such procedure is lawful and will not violate any rule or order of any official, commission or authority then having jurisdiction in such matters, and provided further that Lessor pay to Lessee__ 4A ___ (. 50 ) per cent of the original cost of the casing on the ground. 27. Lessee may at any time quitclaim this lease in its entirety or as to part of the acreage covered thereby, with the Vrivilege of retaining __---- ____tvC) (_ ? ) acres surrounding each producing or drilling well, and thereupon Lessee shall be released from all further obligations and duties as to the area so quitclaimed, and all rentals and drilling require- ments shall be reduced pro rata. All lands quitclaimed shall remain subject to the easements and rights -of -way herein - above provided for. Except as so provided, full right to the land so quitclaimed shall revest in Lessor, free and clear of all claims of Lessee, except that Lessor, his successors or assigns, shall not drill any well on the land quitclaimed within one hundred fifty X' -) feet 'of any producing or drilling well retained by Lessee. - 28. If this lease shall be assigned as to a particular part or as to particular parts of the leased premises, such division or severance of the lease shall constitute and create separate and distinct holdings under the lease of and according to the several portions of the leased premises as thus divided, and the holder or owner of each such portion of the leased prem- ises shall be required to comply with and perform the Lessee's obligations under this lease for, and only to the extent of, his portion of the leased area, provided that nothing herein shall be construed to enlarge or multiply the drilling or rental obligations, and provided further that the commencement of the drilling operations and the prosecution thereof, as pro- vided in paragraph six hereof, either by the Lessee or any assignee hereunder, shall protect the lease as a whole. t 29. This lease and all its terms, conditions and stipulations shall extend to and be binding upon the heirs, executors, administrators, grantees, successors and assigns of the parties hereto. 30, Any no ice from the Lessor to the Le she must be given by, sending the same by registered mail addressed to the L[�as�@Yat �0. H:- --'--Hill St. Am. y�V'+ ___—___-�_- ��3 —, and any notice from the Lessee to the Lessor must be given by sending the-same-byregistered-mail, addressed to the Lessor C�O City clerks .Hunti.ngton Beach. Calif, _- - 3+ - - - ;IN. WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the date first hereinabove written. . ` LESSOR = _ LESSEE - -= - - CIY -ar-xurr?rr-Torr__ - 1 - -------------------------------- ----------- ------------- - Ma. r ---------- - --- — - e - - — - - - --------- ---------- ------- ----------- ---------- -- -- --- -- _---- ------- --- _ ------------------+'t' - '�`'------- - r -- ------------------------------------------------- -— f-77C tye 1 STATE OF---Q ss. County of------- ORANGE On this of­-!!§LIU—E��Y_ ------ --,in the year nineteen hundred and--lifty-two before me,­-----------Da1,.9�L-1. --- a Notary Public in and for the County of_-_-_.............raise__—___—_—State of California, residing therein, duly commissioned and sworn, personally — --- ---------- -- known to me to b6 the person___ whose name---i S __subscribed to the within instrument, and acknowl- edged to me that--.---4Q - ___._-.-__._executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed m official seal th a and year first above written. Notary Public in and for the 4ty of.---­Qr-qDzg.­-------- State of California - STATE OF ss. County i MY 0014MISnION EXPIRK9 MAY 1. IWAS On this ----------day in the year nineteen hundred and before me,---- a Notary Public in and for the County of—- State of California, residing therein, duly commissioned and sworn, P'" personally appeared — known to me to be the person----- whose name_ .__.-_.....______subscribed to the within instrument, and acknowl- edged to me that— ------executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the County of State of California W 01 0 g W 0 0 �� 0 9$ 0 0 0 > , Cr 4 W nj 014 M n R4 tz (D rD M STATE OF-------- -- _ .... - - -- ss. Countyof---------- — .__ _ _.------ 3 t4 0 Onof - -- — ------------­--------------- - --- - - - -------------------------- - - ------- - - - A. D., 19--, before — ---- - - ----- - --- — -- - -------------- - - --- - ------------ a Notary Public in and for the County of__-...____._.---__..__.._.-_-___.___-.____.-__—_____________- State of California, residing therein, duly commissioned and sworn, personallyappeared.-_-_-___-..______ __________.__ .- ---- - ------ - ----- - ------ - ----- -------------- - - ------------------------ ------------------------------------- ---------- - - known to me to be the----------------------------------------.-------------------------------------------- ofthe — -------- ------ ----- - ----- -------------------- --------- ------------- ----------------- ----------------- - - the_____executed the within instrument, known to me to be the persons who executed the within instru- ment on behalf of the ---------- --------------------- -therein named, and acknowledged to me that such -------------- - ----------- ----- executed the same. 11 IN WITNESS WHEREOF, I have h unto set my hand and affixed my official seal the day and year first above written. Notary Public in and for said County and State. b ` 0 AS , . , VIFY3REAS, can the 15th day of January$ 9521 a certain Cif and Gays lease vas rade and entered into by and 'between City of Huntington Baachq a nunic3i.pal corporation, as lessor# and George Co Atha* as lessee $ covering the lands situated in. the County of Orange, Mate of Califorr ,a$ described as followst The St of the M . of the SIC-1 and all that portion of the SWI of the SE , or Section 13 t Township d South, Range 11 'Nest, S#B.B*& 14#1lying north of the southerly line of the, land conveyed by Willow ik:nd Co # to A* C . Thorpe by deed recorded June 14 l9l7t in Book 302, pace b9 of needs, ecords iot Orange County, Califorr6 a; CU=CT TO ea.serent for road purposes of records and SUBJECT to the surface lease between Lessor and Georgiana V1 # Garri'shy said lease having- been recorded on February 28 t 1952 in Brook 2294,t at page 587 of Official Records of Orange County,. Cali- fornia I and waREnt the jesseers interest under said lease has been assigned to Pacific Supply. Cooperative t an Oregon corpor- ation, and said. Lease and all rights thereunder or incident thereto are now rimed by said Pacific Supply Cooperative t and VIMEM 1t said lease T ar extended for period iYF+4 six nths# and it is now the desire of the parties hereto to extend said lease for an additional period of six months and to modify the terms thereof to subordimte said lease to certain surface easements, leases and conveyances rade by the City of Huntington VbW T E S} OM, it is imutually agreed by and betveen the .es.;orl City, of Huntington Beach,a. municipal eorporationt and the assignee and. owner of the l ssee+s interestf pacific 10 Sqpp2,y Cooperatives that said lease shall be arA is hereby extended. to olanuary 159 1q, IT S FURTHER AGREED that 'said lease it 'heroby sub-- ordinated and made subject to that certain easement fog surer Commencing at a point Which is the eo n corner to sections 13 and 24 of Township 6 South Ran. e 11 West alto Sections 18 end 19 of Townsh +6 Rou'th, Ran95, 0 16 '�°hest, E,B,B.& 11 proceeding Nort Orly L", 6o .Ol" v- 0 �' � foot, thence proceeding Vlosterl h - 3 07 06 o to a point vaich is on the lesterl boundary of the East U%f of the C E,* of Section 13 � Touths 6 South, Range 11 Vlest# r Me) lAch is the true point of beginning# A 20 foot easement for seer purposes 'being 10 meet on either side of the following described centerlines From the true point of be inni proceeding � ester No W> 6e 49" Vlo t 148 o feetj. more or lc ss to the intersection vith the South pro arty line of the pro ov ed by County Sanitation District No# 11 described : the deed to that District recorded 1 1953 in Rook page ISO s. Tb.e a r d.escrib 'Property contains 0#68 across r-toro or less as followst I# That certain surface let -so between the City of Huntington. Reach and John Gararish and. Henri Carrish corer property described as follows:: Beginning at a point 1C7� feet South of th center of Section 13: Township 61 South 3 Range 11 West S,oRa13 & 11 said point being on the Vorth and Louth q rter'-se t1Gn lino if said Section 13 thence East 236 feet on a line Which. is perpeR f.0aur to said quarter-seetion line to a points said° point being the true point of beginning -of this description,* Thence East 200 feet along the prolongation of this last aforesaid line to a poi,uti thence South. 120 feet on a line vhich is perpendiculir to the last aforesaid .ire to a point thence Nest. 200 feet on a line vihich is perpendicular to the st aforesaid line.to a point: thence North 1 C feet on a line Which is orperid.i ular to the last aforesaid live to the trite paint of begf,nni 20 24 That tertain SUrfU00 lease between the City of Huntington Beach and Southwozet Sandblasting Company covering property described as follovrst Beginving at a point 685 feet South of the center of section 13, Township 6 Southt Rance 11 West, 140t sa16 point being on - the north and south quarter -section line, of said Section -131 thence east 525 feet on a line w1hich Is perpendicular -o said quarter -section line, to a point, said point being the trim point of be- ginning of this description. Thence east 100 feet alona the prolom-ation of this last afore -said line to e point- thonee vouth 100 feet on a line iihich Is perpendicuiar to the last aforesaid line to a point; thence west �100 feet on a line which, is yerpendiculfir to the Ust aforestid line to a point- thenee her 100 feet on:ft line which is perpendictilar to the' last aforesaid line to the true point of beginning* IT IS FURTHER MMUALIX AGRF�W that said lease Shan be Subordinate and zub4eet to a conveyance by the City, of Runt ington Beach to County Sanitation District Voo"ll of its interest in the property hereinafter described, with reservation of mineral riChts to the City but vithout right of surface entry. The proporty so conveyed is Adeseribed as follows. -ca r ncing at a point 'vdlich is the center of Section 13# ToWnship ioout� Range 11 VJIest, S,B*B*& 1-1## rote din Southerly S,* 00 )+1 0 11 E, r- distence of 660.4� feet] thenco procesdine. Easterly ho 890 25# 51+" E#1 21*5 feet to P. point on'the Easterly RAI line of Newland Street which is the true point of beginning; from, this point of be-ginnir4m, proceeding Btsterly V, 890 251 5411 Ro-190 feet theneehence rooeeding Southerly , O'D34t0611L-v 6 feet; proccedine Wetterly Se &-go 251 54ft 141#$ 150 feet, to the LasterlR/W line of It"ofelah,61 Street- thence proteeding Fortherly alons this RAT line, NO 60 31+1 06tt V'., 60 foot back to the true; point of boginning, The above described property. contains 0#21 acres, acre or less-P Except as heroin provided, said lease and all the term, conditions and agreemonts thoroin ooritainiod, shaall continue. in ruin force and effect ATTSM DATED: CITY W, a raunicipal corporation mayor PACIPIC SUPPLY COOPERATIVE ASSIGNEE OfL85 STATE OF CALITFOR141A County of Orange 0n thie day of 1953, before : a Notary Public in ant, for County an;T%t 0 :personally appeared RCY SFABRD t L-murl to .M to be, the ;Mayor. and OHN. .L. HEWRI E111. know to mo �tv 'b � the City Cleri, ;. f ue un eilpal ' corp6ration that ezeauted� the' v' lthln instruu nt f and ackn a 'leded- that suchcorpora- tion executed the sameo IlMiFPublic in any i` (MALL County and State STATE OF C L OiW County o On this, day 'Or 1953s before m a Votary Public in and, for =sa County z Statefleroonally appeared known to me Ito be the person whose nameis subse"RTR q ,� n stmmai wy �s attorney � j,. /�,+► ne +� yre act ct o j'-^ �y eifie Lipp er . ACC A A63 �+M�.il r/.i�.id V��•Ill.iii� R:i�F 4w. Ar {�r4✓ei. yi+�w�_ Mrd� �S�V� iA i.Y A �+ Cc per .tive t, a corporation and .cknOwled . ed tt� that h r exeduted the same on, bohalf of said corporation as such attorney 'fin fact* ' Notary w •. CountyIT k State 140DIF12 TION M EXTE.481gl dT Q ND JAS SASE WIZRE.AS j on the 15th day of January, 1952, a certain Oil and Gas Lease was made and entered into by and between City of Huntington Beach, a municipal corporations as lessor, and George C. Atha, as lessee, covering the lands situated in the County of orange, State of California, described as follows: The S j of the MIf of the SEA and a.11 that portion of the SWJ of the SEJ of Section 1.3 * Tovmship b South$ Range 11 'tests S.B.B. ; . 1 'ing north. of the southerly line of the iZa conveyed by Willow Land Co. to A. C. Thorpe by deed recorded June 1.3, 19 7 s in Book 302, page 69 of Deeds a Records of grange County, California; SUBJECT TO easement for road purposes of record, and SUBJECT to the surface lease between Lessor and Geargiana W. Garrishs said lease having been recorded on February 28, 1952 in Book 2294, at Page 587 of official Records of Orange County,# Cali- f ornia s and WHEREAS, the lessee's :interest under said lease has been assigned to Pacific Supply Cooperatives an Oregon +torpor- ation, and said lease and all rights thereunder :or incident thereto are now owned by said Pacific supply Cooperatives and WBEREAS O said lease was extended for a period of six months, and it is now the desire of the parties hereto to extend said lease for an additional period of sic months and to modify the terms thereof to subordinate said lease to certain surface easements$ leaser and conveyances made by the City of Huntington Beach, NMI THEREFQREt it is mutually agreed by and between the lessors City of Huntington Beach, a municipal corporations and the assignee and owner of the lessee's interests Pacific 14i Supply Cooperative $ that said lease shall be and is hereby extended to January 15 1954, IT IS FURTHER AGREED that said lease is hereby sub- ordinated and made subject to that certain easement for sewer line purposes, said easement being described as follows: Commencing at a 'paint which . is the common corner to sections 13 and 24 of Township 6 South Range 11 West and Sections 18 and 19 of Townsh p 6 South$ Range 16 West $ S.B.B.& X. proceeding Northerly No 00 351 Olff W ,322. 51+ fe;1; thence proceeding Westerly N. 63 071 06" V, to a point which is on the llesterly boundary of the East Ralf of the S.E. of Section 130 Township 6 South, Range 11 West $ S.B.B,& No $ which is the true point of beginning* A 20 foot easement for sewer Purposes being 10 Feet on either side of the following described centerlines From the true paint of beg innin L' proceeding Westerly No 510 56, 49" W. f 1+80* feet, more or less, to the intersection with the South property line of the property ovmed by County Sanitation District No. 1.1 described in the deed to that District recorded r 1953 in. Book page of :Deeds The above described property contains 0,68 acres$ more or less. IT IS FURTHM DUALLY' AGREED that said lease shall be subordinate and subject to certain surface leases described as fol.lows's 1. That certain surface abase between the City of Huntington Beach and John Carri.sh, and Henri Garrish covering property described as follows Beginning at a point 14?7 feet South . of the center of Section 13 Township 6 South, Range 11 Wiest S.B.B.& M.s said point being on the,North and huth quarter -section line of said Reotion 13• thence East 236 feet on a line which is perpenaiaular to said quarter -section line to a points said point being the true point of beginning of this description* Thence East 200 .feet along the prolongation of this last aforesaid line to a point thence South 1.20 feet can a line which is perpendicular to the last aforesaid line to a point; thence hest 200 feet. on ,a line which is perpendicular to the.last aforesaid line to a point; thence North 120 feet on a line which is perpendicular to the last aforesaid line to the true point of beginning, 2. 2. That certain surface lease between the City of ,Huntington Beach and,Southwest Sandblasting Company covering property described as'follows: Beginning -at a point 885 feet South of the center of Section 13, Township 6 South, Range 11 West, S.B.S.& K. a said point being on the north and South quarter -section line of said ;Section 13 thence east 525 Feet can a line which is perpendicular to said quarter'section'line to a Point, said ' point being the true point of be- ginning of this description. Thence east 100 feet along the prolongation of this last aforesaid lino to a point thence south 100 feet on aline which is perpendicular to the last aforesaid line to a point; thence west 100 feet on a sine which is perpendicular to the last aforesaid line to a. point- thence north 100 feet on a line which 10 perpendicular to the last aforesaid line to the true point of beginning IT IS FURTHER MUTUALLY AGREED that said lease shall be subordinate and subject to a conveyance by the City of Huntington Reach to County Sanitation District No,, 11 of its interest in the property hereinafter described, with reservation of mineral rights to the City but without right of surface entry, The property so conveyed is described as followse Commencing at a point which is the center of Section 13t Township 6 Soot Ranga 11 b ests S,B.B,& t11 roceeding Southerly S. 0 �� 0fa a distance of 66 . 5 feet; thence proceeding Easterly K. 890 251 " E $ 21,5 feet, to a point on the Easterly R/%4 line of Howland Street which is the true point of beginning; from: this point of beginning proceeding Easterly N* $90 251 ; B* 150 feetl thence proceeding +Southerl. S. 0 31+1 06" E 1 b feet; thence.proceeding westerly S . 89a 251 " 4 * 1 150 feet, to the Easterly RAf line of Newland Street• thence proceeding Vortherly along this ..M. `line X. 60 34# 00" w., Era feet$ back to the true point of beginning. The above described property contains 0.21 acres$ more or less, Except as herein provided$ said lease and'all`the terms, conditions and agreements therein contained shall continue in ASSIGNEE OF LESSEE STATE OF DALTFORNZA County of Orange On this 27th day of �'u'ly W3, before pare $ a Notary Public, in and for said County and State t personally appeared ROY S .%IDGB � ,known to ` me to be the Mayor and. JOHN LipNRICKSEN, mown to ii6- to be the City Clerk, of the ' municipal corporation that executed, the within instruments and acknowledged that such corpora-. tion executed the same. NotayY Public in a for said (SEAL) County and State NY COMMiSS10n Expires June 4,1955 STATE OF CAMP NTA � s s �oun,ty of �� D On this o? day of y 1953, before me a Not 17 Public, i and for sa d Count S to personally appeared known to me to be the person whose name is subscr be o the'witn instrument as attorney in fact of Pacific Supper Cooly ratives a corporation, and acknowledged to me that he executed the, Is on behalf of said corporation as such attorney in fact. tary Public in and ,for said (SEAL) County and State W EXTENSION OIL OIL AND GAS LEASE WHEREAS, on the 15th day of January, 1952, a certain Oil. and Gas Lease was made and entered into by and between City of Huntington. Beach, a municipal corporation, as ,lessor, and George C. Atha, as lessee, covering the lands situated in the County of Change, State of California, described as follows, to wits The S1 of the NWJ,of the SEJ and all than portion of the SI-11 of the SEJ, of Section 13, Township 6 ,South, Range 1:1 West, S.B.B. & M., lying north of the southerly line of the land conveyed by Willow hand Co. to A. C. Thorpe by deed recorded June 13, 1917, in Book 302, page 69, of Deeds, Records of orange County, California; SUBJECT TO easement for road purposes of record, and SUBJECT TO the surface lease between Lessor and Georgiana W. Garrish, said lease having been recorded on February 28, 1952 In Book 2294, at page 587 of Official Records of Grange County, Cali- fornia, and "WHEREAS, the lessee's interest under said lease has been assigned to Pacific Supply Cooperative, an Oregon corpor- ation, and said lease and all rights thereunder or -incident thereto are now owned by said Pacific Supply Cooperative, and WHEREAS, the term of said lease is one year from the 15th day of January, 1952 and the parties hereto do now desire to extend said term. NOW, 'THEREFORE.. it is mutually agreed by and between the lessor, City of Huntington Beach, and the assignee and owner of the lessee's interest, Pacific Supply Cooperative, 1.. that said lease shall be and hereby is extended for the additional term of six (6) months from the 15th day of January, 1953. Save and except as herein provided,said lease and all the terms, conditions and agreements therein contained shall continue. in full force and effect. DATED: January 8, 1953. CITY bF HUNTINGTON BEACH, 'A,Municipal Corporation, ,ATTEST BYS�� ayor LESSOR City Clerk PACIFIC UPPLY CO *RATIVE By Its Attorney in Fac ASSIGNEE OF LESSEE STATE OF CALIFORNTJi. } )COUNTY OF OPANGE 3�3 Can this day of January, 1953 before `tie, a Notary Public in an said Cotmty and State personally appeared. BOX' SKrr BRIDGE t known to me to be the Mayor, a JOHN L. HENR,a CKSEN 9 known to me to be the City Clerk, of the 2 unicipal 'Corporati.on which executed the within Instrument, and acknowledged to me that such corporation executed the same. WITNESS my hand and official seals Mary ublic and said (SEAL) County and State My Commission Expires June 4,1955 STATE OF- CALIFORNIA 8$ COUNTY OF On this day of January t 1953 f before met a Votary Public in an said County and Stater personally appeared. GLEN DIALl known to me to be the person Vao a name is subscribed to the .thin instrument as attorney in fact of Pacific Supply Cooperative a corporation and acknowledged to tape that he executed the sane on behalf of said corporation as such attorney in fact. WITNESS my hand and official seal* Ole le J/ Xotary ub i11 A;A's f said ounty and State ( SEAL) My Commission Expires June 4,1955 M 3 d C� MENTION OF OIL AND GAS LEASE WHEREAS,.on the 15th day of January, 1952, a certain Oil and. Gas Lease vas made and entered into by and between City of Huntington Beach, a municipal corporation, as lessor, and George C. Atha, as lessee, covering the lands situated in.the County of Orange, State of California, Described as follows= The Sj of the of the SEj and all that portion -of the SW',- of the SO of Section 13, Township 6 South, Range 11 West, S.B.B.& M., lying north'of the southerly line of the land conveyed by Willow Land Co, to..A. G. Thorpe by deed recorded June 13, 1917, in Book' 302i-page'-% of -Deeds, Records of Orange County, California) SUBJECT to easement for road purposes of record, and SMJECT to surface leases and reservations of record, said lease having been recorded on February 28, 1952 in Book 2294, Page 587 of Official Records of Orange County, California, and WHEREAS, the lessee's interest under -said lease has been assigned to Pacific Supply Cooperative, an Oregon Corporation, and said lease and all rights thereunder or incident thereto are now owned by said Pacific Supply Cooperative, and- tv�REAS, said lease was extended to January i5, 1954,.and it is'now the es thereto to extend said )sued for an additional period desire of the pirti of six months. NOVI THEREFORE, it is mutually agreed by and between the lessor, City of Huntington Beach, a municipal corporation, and the assignee and owner of the 'lessee's interest, Pacific Supply Cooperative, that said lease shall be and is hereby extended to July 15, 1954. DATEDs CL� _�.!. , 195.6 . CITr OF HUNTINf3TON BEACH, a municipal.corporation � ayor ATTESTi . LESSOR w - City Clerk PACIFIC S. 'LY COOPERA , an Ore corporation BY 44 I s A torney in Fact ASSIGNEE OF LE�SSEB , ..N 1. STATE OF CALIFORNIA ) ' ss. C©UNTY OF ORANGE j On this ...� :day of . 195 ., before me, a' rotary Public.in.and'for said'County and State] personally appeared known to me to be the Mayor, and' known to me to be the City Clerk, of the municipal corrporation that executed the within instrmnent, and acknowledged that such corporation wwouted, same,' o rq Mic in an or se County and State STATE OF CA A ) !18 • COUNTY OF On this I day of 4, 195 before me, a Notary Public in and for said County and State, Personally appeared GLEN DIALl known to me to be the person Whose name Is subscribed to the within inetiumnt as Attorney in Fact of Pacific Supply Cooperative , an Oregon corporation' and acknowledged to me that he eizeduted the same on behalf of said corporation as such attorney in fact. '- 3 GaryPublic in and for Said County and State My Commissicvn Expires January 24,1955 T 'A • Ll r SANDBLAST & METALLIZING co, 21732 Newland Ave. P. O. Box 441 Huntington Beach, California DONALL) li. RAMPTON. 0.kncr December 13, 196O Lexingmn 6.2597 Mayor Zrnest H. Gisler City Council City Hall Huntington Beach, Calif. Dear Sirst Ret Lease of Land tot Donald H. aampton DBA Sandblast and Metallizing Co. Edison Avenue M,y present five year lease with the City of Huntington Beach expires on June], 1961. I would like to request that my lease be renewed for another period of five years on substantially the same basis. I understand that the parcel of land lying next to and east of my lease is designated as a drilling island. I further realize that a sizable portion of this drilling island has been lost due to the County Flood Control ditch cutting across the oorner. (Please see attached sketch) I believe that the remaining area of this island is still amply large for whatever drilling might be planned. During the latter part of October, 1960, I heard rumors that my lease was in jeopardy due to sale of certain lands on the east side of the Edison plant to the Edison Co.. Because of these rumors, I went to Mr. Doyle Miller, Ci+.,v Administrator, tn inquire about the future of my lease. Mr. Miller confirmed that the sale of land had been made to the Edison Co. and that since the area of the drilling island had been reduced by the Flood Control ditch, he would have to consult with Mr. Russ Watkins regarding the drilling rights. *ir. Yiller sent a letter to Mr. Watkins (copy enclosed) to arrange a meeting "with Attorney Bauer, Engineer Wheeler, Mr. Rampton and myself in an attempt to determine whether or not it will be advisable to renew this lease." ~ On DecemhAr 9, 1.960, I telephoned Mr. Miller to inquire as to what progress had been made to arrange the meeting. He informed me that the meeting had 91ready been held. (I had not been notified.) I was told that it had been determined that my leased-rn.ild not be renewed, but that I mir,'ht continue on a month -to -month basis after April. As a result of this conversation with Mr. PIiller, I am dee;.Jy concerned about my investment. I a.m certain the Council realizes that I h-ive a considerable investment in equipment and buildings rand that such a business as m:.ne rxnnot be eon - ducted on i month -to -month basis. Nor can it be quickly or chea.r.ly moved to another location. I respectfully request that the Council consider the above facts in renewing Ttiv lease. As further noin.t,s ir this matter, may I make the following observations: ') Yv rrasPnt nr-^at=on9 do not interfere with an�,one and I am providing nscesngry service to Orange County lniustrles. 2) Due to the turmoil of building the Edison Plant and the tearing up of Newland Ave, for Pipelines, etc.. achess to m;.- lease h-is been greatly ,:-aired .-ind clast,^mers lost.. Consequently, I have not been nbl.e to make the best use of my lease during the first three of the five years. In ?act, these first three years averaged, out as a loss. Only dnri-q- tY- rAst two years hr-q my business been able to operate without undue interference and to bring me a satisf?story return on my investment. ?) In view of the above, failure to renew my lease at this time would cause me n serio-zs financi7�1 logs. Respectfully submitted, Donald. H. 3amptin i r LF/ V L Cl N it i CIA 10 ";over!1, or 1 111-1 -2 9, fo;rA(i re e "Ong "!%Ic'!.. :.)ear 7 lu s s ha:. ap inm,ity fro!,.; ',,.Ir. Donald Rximrton who r-p^raiea *htm I-letallizing CompanY :e, of --,oursa- 1:3 concerats-1 PAiInf!t the rellf".A! Of 1.'JS lea -le t,.j:jUh n1QJL?,P.!7 in April.. 1961. 01int the of "tuntington reach has fi� ebll-vt ion o nvr "r. T'aaptor, In thow veep fmfiao i oul J , -nr"! 1 ev! lag e-.- Ituaw t'i"in WfjAlj 'Vot) r tj "r ,.ngin,,ger In an attempt to i to e t errii r, e cor :-tot it will alvisalble to "his oIt fts 'Miller City 1 2 3 4 5 6 7 8 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Al, LVA, S E "fhIS AMM—W1'10 OLL NEW, GUk; LVASE is tmndennnd October entered iutc� t1as 101b any of by and bc4immail Crilf OF �,W A-• 11"'carm Loj"'tm." � a am, I&Ssor, mud j'7AjRFmjr) C'mid FAZETT, i'D" hust"'and, mod viEc- VViTrU!"43, an'd Wk�ONICA ATIAUTIC OIL C01--por- CO., co-pn-rLuarchip; awd 4-nd Of 01vt ccrtaiv �a cis 71--us-t dated, july 17, 19415 rev-ewded 4h 1(�56P in E001i.. 3437' page 3 of offic-11SI RCCO!rds' Cs ra.'Imcgeed by t rust, ArjT t ,t,r.6m—ent Eo, I to Lester CtIVIM13, 1," date d 11 1941s record-d 1�Avch 14, 1956,, iri t�uollt 34372 Officit-1 1%.ecordo' bo-11-1 in the office of the Cvunty 1"'Coozaery County of Oremp -,y Assigramit 1r, .�o vtate of Califuruinj es Lessees U vnaixx,wos the CitY 04C _C111 C, j-jLn-)j,,cjpa1 carporn,,tiwn. ce Lossor, and G-BOTCC AtIm er", 16svao- alch Vy,-x VcvOrdcd , did evter irtto n-ru Oil end Gas Lease V 28, 1942, jr, Bool,-. 22914, page 5847 of Offtcisl cords A. -C Stow of Ccnruty k7ecorder, Cownty rq' Cn1ifo=iao C-nde Tao'Viz'EAS2 Lessees by individ-arally alnd 11--a hey G-i7rn c ex Lvece tar is any: V=MT-It t , t t -, - 11 -- '-0 interact in ra."Ld lensohold estatep subject only to Cet-unin wuz- Stm'Adimk-; avo-crid'ing. royaltics 09- wec'owd' cmd" 1-1�g- recorded ,�%, r,, t 6 0 d t 05 ,�r�,pt by all jo at J i10 27o N 3v w 4-5o 9 f Of ficitl FCC0'-'dS i'z,', tl`C April 14, MD5490 page , it' L100h 270 office of the Coixrhty E,,acordar of said Orange C lntYs OXCCutcd LY UIC. Caty o:[-' Huntington Beach oxid PacifiC SUPPlY COOPC,,nti'�TO, naid, CM md Gas Lease 1-73S Mdificd vx-- axtended* cnd, wmT'AS:' by Agree rst dated Docember 21., 1953;- re-ccmdod April 14�,- 1954s im Dooh, 27s 463 of said Officin-1. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 AumMent to-bil and Gas lease City of Huntungton Beach F e Ot act x6emAn U. Fairfield, i�cocsx:dwav OIL'. cmxl cav L�b.ntre' v S ezt-t"eud"ed-"' vmud� by *41cili'Lazit to OU nvZ C<40 1"em"w'O dnted 1151001 lilt 1956, reacoded, 19awall (--,$ 1 5* prq'Wo" 265, Oz wd GEMAI LetOWS., cntvw�lt& Q W City 01: il Um&Uc; &=h� az Lessano end Weeman L. VAA&Ldi Ot al,, on Lmseq, va�id did Wpm e4d quitclopm to LOOV01 014 wkwo witym, tocpthmw w1th all suam'u to c Qzw. of DON flat b"t-l-Lus, V"v�" p-�"-cz a, vurfma cc ttlh."'-s zaal. petvarty lhoweinaftoue dwaadniWN S Pe1;Y�pUbWcdaqCarel14nd.t-wnz AavI aoeculmecred'`fAvmrJ'jem! ismwprvily dnib,ne KA.z-., M AS 20J Act A the Last, WO Autwi' t4o Nownhe 209 AN OSC6 "'El"with L�If` of the k"mt1w n' Ot US Wtheam 09 QxQ'&':'A 00111010; (6 wongs 11 Aimattl in thy Qnshm Lzrin q DOLS'St %mm ACV= up a IMMO 2 Oupdad to Back 51 "Mim" III the OEM= 01 thz me at' MWO Ilene coldn', my A0101der Of Gurt WKSC Runty. 104"N'� 0 It in laytwnla�y agreed by 4�nd LQM�=-' the varties heroto that the uthm voleasod alwo. , ; 04, Vat'ap:'n""Ah, I of said last nutimed mmonfzkzam vwo berob"', rwored to the Wams Napfav ON Ouly OWN as Ond appl'y to t i'e '� r'aa'l polarty WoNabove scribed mad devisrawed vv oxympt nz horek plundS, all AS termst cowbows md OWNS= ai vaid Oil utavdE Gas 1'evret AM Anunvy 11i L1520 x'tu tlle'- has, tr"m'elndvei' shall rumst, W fall fomc mv61' el"! Q t;. i4i 111'LO'..'.'-401��'; t""'Wm�"XXY "; Ou, p"a' c'tes tK=x1to 1"!! va- this pluiud""i "; t�� QU tomd Cnal& iievn-va to 60 MY exaMON on 0:� tbooOxy ps year Wet above-VA&M. Was USSR". W, 244 &aen&-nznt* to Oil and Gas Lc4se City of Htwatinston Beach Us- rairf ic 1d, et al. , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 UD& 4,TIMUIC GIL COMPAXY, a corporation xay� -XIS st&m­ 7ecrctary 1XIIIS"Is"I"s 7� 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Amev4aent to Oil and. Gas Lease Cite o .0 at; nj,!;t o-n Beech Free -man V. Fair i id 9 tit al. STATE OF UMNY e 0n tla 100 day of 0ctoher. , b,- fore as the w cr . e a � � � :� l � � County and Stater Personally { edgy �y ww a....•.3 bX w *k.a to Z i*�r* #+ 5 r- 'FF5 '' oi,t . bees x, e iuni is i l c or porat on ce State of alifvrni g gn Paul C. Jones A la try tae t be MFT, t 1 �° o �+ r � :, —n7f 64 � � Bar g the, City that executed he X ithiv Cud foregoirar. iust"- Wan Aud 11MMia to D.Me to be the-, pe of vfho executed the within tis wa , m behalf of 1 City of Huntington De ch.. and ackocKeledged to me, t1vat theCity executed the "Same,� ITIM " my haiie and. off iciral seal. ' or m ,<� C A ntbti. f 4e ERNGSTINDI FA 10 • ' In and for the County of Orange, State of California 965 STATE OF �q pg + �.,y+.yw, � MY Commission Expires June , "f' I.FS,`" 1�S+A'4 sty Hall -Huntington Beach, SUE. COUM. OF LOS ANGELES 03ahio lith day of See tember . before Me e e iv URM .rt d etc rsaual iv� appeared Fee n n Bute infield, �►€ m to me to the °swigs to a c v&-uela are subs-Wr b d to the vri.0 -instru- maint, and ac%a m-i: de to me that they e e uted the some. 141TIXSS mar k r , and o4-icial seal.. STATE OF CALIFORNIA camay 0 , r befare me110r peso. —'ally aiwed Lussell o be the ve one, io nam cn - e ledges to IU711£ S my hand you ty sect bitate .� M9111 t'uhkiY` .. MY t n iH t'x19I11 20> I965 ete ubG 'a berg o hat -they xecuted e 4f-icizal Seal. *04- n 6 70 w t-1 t0 knl to me vith n imstrw Cau ei State 1 2 4 5 6 7 8 9 `10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Amendment to Oil and Gas Lease Fro",�City of Huntingurn Beach n,E. Fa�rf eld et &I., STME Or, IFURV-IL& COMITY dry ,0� } before m, off: l ifi F: z� t, i EFE y Peromially a l-w-md a. W. 'sod, knm o e to 6 the person iiho viz 4 � ubzcri r d to ilthi. instrument, vX4 clva- V AIMmy hand and offi,cial seal... Y Cc--ty end State VIRGIRIA. M. TIW, 'STATE �, � lYlyCo,nnaiei�pExpirss Ntay,�Sl�$��, Off' CA.LI CIA S. COMITY or�04 On this day of, before Me,a s TM i T -a�; . .. x personally e� � oi�.,e � Imcm to eo be the Oil yCcap.a y,, the oarp°orat crzi that +,�xeca ed dies withinE� ' t �:, I=A acuted the within trutnerit a behalf of the corporation herein P . md., and, acklo led .4 to e that c corpo i executed the 1, pursuant to -1mu or a resolution by its oar of Directors. WITIMS my haud and official seam C t 4v ZEE SUM Cwz �� &nd Stt.t Alus PM My Commission Expires January 23, 1M STATE -OF CALIKiVIA r On this day of kn,',i~i to ne is be the co-r-r1 ner of Lcs-Cal C o., the co -partner- ship that execut d the within Ivatrweriti and aelmow ed d to that such co-r4mmership executed the sme. i` '� S my Itand and official ea. Y County and State VIROINIA m. TiEDr ��' C®+aa:tieEionrxpirec lVtrty a$, 1964 -5- 2 3 4 5 6 7 8 9 10 11 12. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Amondmeut to Oil and Gas Leasv City of HuntingtonBeach Freemn E. Fairfield, et all.$ STATE OF CIALUMMIA COUKY (lay of 1961 On thic 'alve Notary Pub before me thle, un C011"Itz ar, Trustees under the provisions of Vint certain CALum M!n P peclar4ttlan df Trust dated Jul, 1.7 191119 mid woos ch 14, 19S6 1t Boa 3437, page 3 off: 1 1a1 " co ds in al' office of tee- 0UPty e ox der of I S*aid County, as mended by Amdx4ont 111o. Leater Trust dato D c& b 290 1941 and recorded tl4rch 14. 1 , 1 boob, 3 '37 j, page 121 of O ' 1c 1a i Rcmcls ;W the Office of the 'County kecordex :ofsaid Co -wit Ir. , � to ^ to be the _pera v'vose am are sU' vcribed to t e foregoing stru- m3 nm1 : � . ge t e thatthey ex-d tha atM rVea � Cwn d State VIRGI IA M. TIhI)f iriy Caxtrxumsiosa>Lxpizea lriay �$15t6� 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 i i 21 22 23 24 25 26 27 28 29 30 31 32 CONSENT TO LMENDUMNT OF OIL MU) CAS LEASE CEOROE v1. Sur -joys as the owner of leasehold interests in and to the land situated in the County of Orange, State of Calif- ornia, affected by that certain breendment to Oil, and Gas Lease entered into by and between City of Huntington Beach, Lessor and Freeman E. F"airfiel.d et al, lessees, recorded in boar page of Official Records, in the office of the County Recorder of said County, does hereby consent to said amendment end agrees to subordinate his Interest thereto and to observe the restrictions therein contained. The hereinabove referred to leasehold interests of George W. Saxt on were acquired under and by,virtue of an unrecorded Lease dated December 22, 1,959 from city Of" Huntington Beach, Lessor to George W. Sutton, Lessee* TTi Ufi .T% "S wliEREOF9 this instrumont has been executed this s day of October � l « tt + STATE, OF CALIF'OU41 C0"tiNTY OF On this 6tb day of October 1 b1$ before me,, a Notary Public in and for said County and State, personally appeared George W. Sutton, lmo to me to be the person v&ose name is subscribed to the foregoing ustr rients- and acknowledged to me that he executed the saw. WITMSS rry hand and official sear y Not : IC n &n or said. Ctty and State. : ERNESTINA Dl FABIO - NOTARY PUBUC In and for the County of Orange, State cUCallfern;st My Commission Expires ,June 26.'1965 City Hall - Huntington Beach, Calif. C42"SENT `On ,fill EI DI -MET OF OIL .AND GAS LEASE LOYD GAGEt doing business as SANDBLAST AND METALLIZING CO, PANYt as the ovmer of leasehold interests in and to the land situated in the County of Orange t State of Calforni.at affected by that certain Amendment to Oil and Gas Lease entered into by and betu*een City of Huntington Beach, ,Lessor, and Freeman E. Fairfield, et nit Lessees, recorded in Book Page of Official Records, in the office of the County Recorder of said Countyf does hereby consent to said Amendment and agrees to subordinate his interest thereto and to observe the restrictions therein contained. The hereinabove referred to leasehold interests of Lbyd Gage were acquired under and by virtue of an unrecorded Lease dated. July lstj .1961 from the City of Huntington Beachf Lessor, to Loyd Gage, doing business as Sandblast and Metallizing Company, Lessee. IL WITI ESS VUREC t this instrument has been executed this 5t day of October 1961. C} A GAGE STATE Cr CALIFCRIZIA Sr couNTY aT GRANGE On thi s s�f day of ' ,.. 1961, before me, a Notary Public in and for sad County and State t personally appeared LOYL GAGE d o i.ng busi.ne s s as Sandblast ;M Metalling Company, known to rye to be the person whose name is sub eri.bed to the fore -- going instrument and eeknmiledged that he executed the same, ERNBS'r1NA DI FABiO - NOTARY PUBLIC jn and (oc the CountY of orange, State of C Orr" My Commission Expires June 26,�• oty Hall- Huntington Beach, OIL AND GAS LEASE THIS AGREEMENT, made and entered into this day of JANUARY, 1955, in the City of Huntington Beach, County of Orange, State of California, BY AND BETWEEN CITY OF HUNTINGTON BEACH, a municipal corporation, as Lessor, AND FREEMAN E. FAIRFIELD, RUSSELL B. WATKINS, and JOSEPH A. BALL, as Lessee. WITNESSETH; That for and in consideration of the sum of Ten Dollars •($10. 00) lawful money of the United States of America, in hand paid by Lessee to Lessor, and other valuable consideration, the receipt and adequacy of all of which is hereby acknowledged, and in consideration of the covenants and agreements hereinafter contained to be kept and performed, Lessor hereby grants, leases, lets, and demises, and by these presents does grant, lease, let, and demise to Lessee, its grantees, heirs, successors, or assigns, the sole and exclusive right to drill wells for oil, gas, or other hydrocarbon substances under the demised premises and the sole 1. and exclusive right to produce, extract, take, and remove oil, gas, and other hydrocarbon substances under the demised premises and the sole and exclusive right to produce, extract, take, and remove oil, gas, and other hydrocarbon substances from the demised premises; such rights may'be exercised only by means of wells drilled from the surface of a "drilling island"; which is described by metes and bounds in Exhibit "A" which is attached hereto and made a part hereof. The Lessee may construct, use and maintain tanks and machinery used in carrying on its operations on said land only upon the "drilling island". The real property which is the subject of this lease, sometimes herein referred to for convenience as the "demised premises", is situated in the County of Orange, State of California, and is described in Exhibit "A" which is attached hereto and made a part hereof. TO HAVE AND TO HOLD the same for a term of nne (1) year from and after the date hereof and so long thereafter as oil, gas, casinghead gas, or other hydrocarbon substances, or either or any of them, is produced therefrom or drilling operations are being conducted thereon. In consideration of the premises and of the mutual covenants and agreements of the parties hereto to be hereinafter kept and performed, it is hereby mutually agreed as follows: 2. 1. Royalty: (a) Lessee shall pay Lessor as royalty on oil forty-seven and one-half percent .(47. 5%) of the proceeds of all oil produced, saved and sold from the leased premises after making the customary deductions for temperature, water and b. s. at the posted available market price in the district in which the premises are located for oil of like gravity the day the oil is run into purchaser's pipe line or storage tank, and settlement shall be made by Lessee on or before the 25th day of each month for accrued royalties for the r preceding- calendar month. At Lessor's option exercised not oftener than once in any one calendar year upon thirty (30) days' previous written notice, Lessee shall deliver into Lessor's tanks on the leased premises, or at mouth of well to pipe line designated' by Lessor free of cost, Lessor's royalty oil, provided that Lessee may at any time purchase and take Lessor's royalty oil at said posted available market price. No royalty shall be due to the Lessor for or on account of oil lost through evaportation, leakage or otherwise prior to the marketing of the same or delivery to Lessor if royalty oil is being taken in kind. (b) For all gas produced, saved and sold from said land by Lessee, the Lessee shall pay as royalty forty"seven and one-half percent (47. 516) of the.net proceeds from the sale of such gas, but nothing herein contained shall be deemed to obligate the Lessee to produce, save, sell or otherwise dispose of gas'from said land. For the purpose of having gasoline extracted from gas produced from said land, the Lessee may transport, or cause to be transported, to a gasoline -extractiDn plant located either on said land or on other lands, 3. all or any portion of such gas where it may be commingled with gas from other properties. Lessee shall meter such gas so transported and such meter readings, together with the results of content tests by recognized methods made at approximately regular intervals; at least once every month, shall furnish the basis for computation of the amounts of gasoline and residue gas to be credited to this lease. Gas used or consumed, or lost in the operations of any such plant, shall be free of charge, and Lessee shall not be held accountable to the Lessor for the .same or for any royalty thereon. Lessee shall not be required to pay royalty for or on account of any gas used for repressuring any oil+ -bearing formation which is being produced from by a well or wells on the leased premises, even though such repressuring is done by injecting such gas into wells not situated on the leased premises. (c) Any casinghead gasoline extracted from gas produced from said land shall, at the option of the Lessee, be returned to the oil produced therefrom and shall be treated as a part thereof; otherwise the Lessee shall pay to the Leasor'as.royalty for such extracted gasoline forty—seven and one�ohalf percent (47. 576) of the net proceeds of the sale thereof after deducting transportation and extraction costs, or of the Lessee's portion thereof if extracted on a -royalty basis. 4. If there shall be no available market and/or no public or open market price for the gasoline at the place of extraction, then the Lessee shall be entitled to sell and/or dispose of all the gasoline for the best price and on the best terms obtainable, but in no case shall settlement of royalty be at a less price than that obtained by the Lessee for its portion of the gasoline. (d) The Lessee shall not be required to account to the Lessor for, or pay royalty on, oil, gas, or water produced by the Lessee from said land and used by it in its operations. hereunder, but it may use such oil, gas, and water free of charge. (e) All royalties and rents payable in money hereunder may be paid to the Lessor by mailing or delivering a check therefor to the City Clerk, Huntington Beach, California. No change in the ownership of the land or minerals covered by this lease, and no assignment of rents' or royalties shall be binding on the Lessee until it has been furnished with satisfactory written evidence thereof. (f) If and when any oil produced from the demised premises shall for any reason be unmarketable at the well, the Lessor agrees in such case to take and receive its royalty in kind, and should it fail or refuse so to do, then the Lessee may sell the same at the best price obtainable, but riot less than the price which the Lessee may be receiving for its own oil of the same quality. 5. W 2. Drilling Obligations : (a) On or before thirty (30) days from the date hereof, Lessee agrees to commence operations for the drilling of a well for oil or gas, (the surface location of which shall be on the "drilling island"' and the producing interval of which shall be bottomed under any part of the demised premises) and prosecute the drilling thereof with reasonable diligence and dispatch until oil or gas is found in paying quantities, or to a depth at which further drilling would, in the judgment of the Lessee, be unprofitable, impossible, or impractical; � or Lessee may at any time within said period terminate this lease and surrender the demised premises as hereinafter provided. -No implied covenant shall -be read into this lease requiring the Lessee to drill or to continue drilling on said demised premises or fix the measure of diligence therefor. (b) If oil or gas ,shall not be - obtained in paying quantities in the first well drilled, the Lessee shall, within sixty (60) days after the completion or abandonment of the first well, commence on said land drilling operations for a second well, and shall prosecute the s ame with reasonable diligence until oil or gas is found in paying quantities, or until the well is drilled to a depth at which further drilling would, in the judgment of the Lessee, be unprofitable; and the Lessee shall in like manner continue its operations until oil or gas in paying quantities is found, but .subject always to the terms and conditions hereof and with the rights and privileges to the Lessee herein given. 6. (c)• if oil or gas is found -in paying quantities in any well so drilled by the -Lessee on said land, the Lessee, subject to the provisions hereof and to the sus pension, privileges hereinafter set forth, shall continue to drill additional wells on said land, as'rapidly as one string of tools working with reasonable diligence can complete the same, until there shall have been completed on said land as many wells as shall equal the total acreage then held under this lease divided by five (5). The total acreage covered by this lease shall be computed by, actual survey. (d) The Lessee may defer the commencement of drilling operations for the second or any subsequent well for a period not to :exceed sixty (60) days from the date of completion of the well last preceding it. Except as herein otherwise provided, it is agreed that the Lessee shall drill such wells and operate each completed oil well with reasonable diligence and in accordance with good oil, field practice d. long as such wells shall produce oil in paying quantities while this lease is in force as to the portion of said land on which such well or wells aresituated; but in conformity with any reasonable curtailment program affecting the drilling of wells or the production of all oil and/or gas from said land, which the Lessee may either voluntarily or by order of any authorized governmental agency subscribe to or be subject to. (e) The words "drilling operations" as used herein shall be held to mean any work or actual operations undertaken or 7. commenced in good faith for the purpose of carrying out any of the rights, privileges or duties of the Lessee, under this lease, followed diligently and in due course by the construction of a derrick and other necessary structures for the drilling of an oil or. gas well, and .by the actual operation of drilling in the ground. f 3. Offset Oblisation: In the event a well is drilled on adjoining property within one hundred fifty (150) feet of the exterior limits of any land at the time embraced in this lease and oil or gas is produced therefrom in paying quantities and the drilling requirements as specified in paragraph 2 hereof are not fully complied with, and the owner of such well shall operate the same and market the oil or gas produced therefrom, then the Lessee agrees to offset such well by the commencement of drilling operations within ninety (90) days after it is ascertained that the production of oil or gas from such well is in paying quantities and that the operator thereof is then producing and marketing oil or gas therefrom. - For the purpose of satisfying obligations hereunder such offset well or wells shall be considered as other wells required to be drilled hereunder. 4. Excuse from Performance: The obligations of the Lessee hereunder shall be suspended while the Lessee is prevented from complying therewith, in whole or in part, by strikes, lockouts, actions of the elements, accidents, rules and regulations of any Federal, State, Municipal or other governmental agency, or other matters or conditions beyond the control of the Lessee, whether -similar to the 8. matters or conditions herein specifically enumerated or not. Drilling and producing operations hereunder may be suspended while the price offered generally to producers in the same vicinity for oil of the quality produced from said land is seventy-five cents (. 75t) or less per barrel at the well, or when there is no available market for the same at the well. 5. Taxes: The Lessee shall pay all taxes on its' improvements and all taxes on its oil stored on the leased premises on the first Monday of March in each year, and,fifty-two and onewhalf percent (52'. 516) of the taxes levied and assessed against the petroleum mineral rights. If taxes are levied and assessed against the interest of the Lessor, its successors or assigns, in the real property or against the petroleum mineral rights, the Lessor agrees to pay such taxes as are levied and assessed against the land as such and forty-seven and one-half percent (47. 5%) of the taxes assessed against the petroleum mineral rights. In the event the State, United States, or any municipality levies a license, severance, production or other tax on the oil produced it�1 112! hereunder, or on the Lessee's right to operate, then and in that event ilpt. the Lessee shall pay fifty-two and one-half percent (52. 516) of said tax and Lessor, its successors or assigns, shall pay forty-seven and one-half percent (47. 5%) of said tax. 6. Lessor Reserves Right to Use of Surface: (a) Nothhg X` in this- lease shall be construed to give Lessee any, right to use the surface of the demised premises for any purpose whatsoever, except that portion 9. of the dernised premises herein designated, referred to and described as the "drilling island", and Lessor hereby specifically reserves the right to use and occupy the surface of the demised premises (except the "drilling island") for any purpose which is not inconsistent with the rights herein granted. (b) The Lessor did heretofore convey real property .by deed recorded September 4, 1952, in Book 2379, Page 30, Official Records of Orange County, California. The description of said parcel of land is hereby incorporated herein by deed reference. The Lessor expressly reserves- the right to locate a well on the surface of the demised premises, including the surface of the "drilling island", and the right to drill such a well into the parcel of the deeded land described in this subdivision, and the right to produce oil and gas from -said parcel of deeded land through such a well. The rights so reserved may be assigned, set over, conveyed or exercised by any lessee or assignee of the Lessor. 7. Lessee Shall Protect the Land from Liens: All the labor to be performed and material to be furnished in the operations of the Lessee hereunder shall be at the cost and expense of the Lessee, and the Lessor shall not be chargeable with, or liable for, any part thereof; and the Lessee shall protect said land against liens of every character arising from its operations thereon. 8. - Right of Inspection: The Lessor may at all reasonable times examine said land, the work done and in progress thereon, and the production therefrom, and may inspect the books kept by the Lessee in 10. 0 relation to the production from said land, to ascertain the production and the amount saved and sold therefrom. The Lessee agrees, on written request, to furnish to the Lessor copies of logs of all wells drilled by the Lessee on said land. 9. Lessee Shall Indemnify Lessor: Lessee hereby agrees to indemnify Lessor against and to hold Lessor free and harmless from any and all liability loss, public liability, property damage, litigation, attorneys' fee, and all costs of every kind and nature arising out of any action brought against the Lessor, either jointly.or alone, regardless of the outcome of such suit incurred by reason of Lessee's operations hereunder. 10. LandscaRing of Drilling Island: Lessee agrees that no derrick shall remain standing on the "drilling island" after= drilling operations are completed, and that all surface structures which are essential to the production of oil or gas from the wells herein provided for which are located on the "drilling island" shall be adequately landscaped in accordance with a plan of landscaping to be submitted .by Lessee and approved by Lessor. 11. Removal of Machinery: The Lessee shall have the right at any time to remove from said land all machinery, rigs, piping, casing, pumping stations and other property and improvements belonging to or furnished by the Lessee, provided that such removal shall be completed within a reasonable time after the termination of 11, this lease. Lessee agrees after termination of this lease to fill all sump holes and other excavations made by it. 12. Dehydration Charges: If royalty oil is payable in cash, Lessee may deduct therefrom a proportionate part .of the cost of treating unmerchantable oil produced from said premises to render same merchantable. In the event such oil is not treated on the leased premises, Lessor's cash royalty shall also bear a corresponding proportionate pact of the cost of transporting the oil to the treating plant. Nothing herein contained shall be construed as obligating Lessee to treat oil produced from the herein described premises. If Lessor shall elect to receive royalty oil in kind, such royalty oil shall be of the same quality as that removed from the leased premises for Lessee's own account, and if Lessee's own oil shall be treated before such removal, -Lessor's oil will be treated therewith before delivery to Lessor and Lessor in such event will pay a proportionate part of the cost of treatment. a 13. Default Notice: Upon the violation of any of the terms- or conditions of this lease by the Lessee and the failure to begin to remedy the same within thirty (30) days after written notice from the Lessor so to do, then, at the option of the Lessor, this lease shall forthwith cease and terminate, and all rights of the Lessee in and to said land be at an end, save and excepting five (5) acres .surrounding each well producing or being drilled and in respect to which Lessee shall not .be in default, and saving and excepting rights of way necessary for Lessee'.s operations; provided, however, that the Lessee may, at any time after such default, and upon payment of the sum of Ten Dollars 12. ($10. 00) to the Lessor as and for fixed and liquidated damages, quitclaim to the Lessor all of the right, title and interest of Lessee in and to the leased lands in respect to. which it has made default, and thereupon all rights and obligations of the parties hereto one to the other shall thereupon cease and terminate as to the premises quitclaimed. 14. 92itclaim Upon Termination of ,Lease: On the expiration or sooner termination of this lease. Lessee shall quietly and peaceably surrender possession of the premises to Lessor and deliver to him a good and sufficient quitclaim deed, and so far as practicable cover all sump holes and excavations made by Lessee. 15. - Right of Quitclaim: Lessee may at any time y quitclaim this lease in its entirety or as to part of the.acreage covered thereby, with the privilege of retaining five (5) acres surrounding each producing or drilling well, .and thereupon Lessee shall be released f rom all further obligations and duties as to the area so quitclaimed, and all rentals and drilling requirements shall be reduced prorata. All lands quitclaimed shall remain subject to the easements and rights of way hereinabove provided for. Except as so provided, full right to the land so quitclaimed shall revest in Lessor, free and clear of all claims .of Lessee, except that -Lessor, its .successors or assigns, shall not establish a producing interval in any well on the land quitclaimed within one hundred fifty (150) feet of the producing. interval of any well retained by the Lessee. 0 13. 16. ' Subsurface Ri�ht of Way: (a) The Lessor grants to the Lessee, its successors, assigns, licensees or permitees, a right of way through the subsurface of the demised premises for wells which are surfaced upon lands outside the boundaries of the demised premises and are drilled into and through the demised premises so as to produce oil and gas from lands lying outside the vertical boundaries of the demised premises, (whether said lands from which oil and gas is being produced are uplands or lands beneath the marginal sea). (b) The term of any easement established as herein provided shall be for the term of this lease or for so long as oil, gas or other hydrocarbon substances are produced from and through any well using said subsurface right of way, whichever is the longer. (c) The Lessee, its successors, assigns, licensees or permitees, shall pay to the Lessor two percent (20/6) of all oil and two percent (256) of the proceeds received for gas, gasoline and other hydrocarbon substances produced, saved or sold from any well using said subsurface right of way. Said royalty shall be computed and paid as provided above in paragraph 1. 17. Use of the Surface for Drilling Wells into Other Lands; (a) The Lessor grants and conveys to the Lessee the right to drill wells from the surface of the "drilling island", which is described in Exhibit "A" attached hereto, into lands other than the demised premises so as to produce, oil, gas and other hydrocarbon 14. substances from lands lying outside the vertical boundaries of the demised premises; together with the right to construct, use and maintain on the surface of the "drilling island" tanks, machinery and other structures which are required to produce oil, gas and other hydrocarbon substances from lands lying outside the vertical boundaries of the demised premises, (whether said lands from which oil and gas is being produced are uplands or lands beneath the marginal sea). (b) The above described right to surface wells on the "drilling island", which produce oil, gas and other hydrocarbon substances from lands lying outside the vertical boundaries of the demised premises, shall continue for the term of this lease or for so . long a time as oil, gas or other hydrocarbon substances are being produced, saved or sold through wells so drilled, whichever term is the longer. (c) The Lessee shall pay to the Lessor a royalty of six percent (65o) of all oil and six percent (656) of the proceeds received for, gas, gasoline and other hydrocarbon substances produced, saved or sold from any well drilled and maintained with its surface location on the demised premises and its producing interval beneath lands lying outside of the vertical. boundaries of the demised premises, (whether said lands from which oil and gas is being produced are uplands or lands beneath the marginal sea). Said royalty shall be. computed and } paid as provided above in paragraph 1. 15. 14W . 18. Paragraph Headings; The headings of the paragraphs of this agreement are inserted for convenience only and are not to be considered in construing this agreement. , 19, Restriction on Unitization: The Lessee shall not pool the demised premises with other lands for operation under a community lease or unit agreement, unless compelled to do so by governmental authority, without the written consent of the Lessor. 20. Covenants are Continous: This lease and all its terms, conditions and stipulations shall extend to and be binding upon the heirs, executors, administrators, grantees, successors and assigns of the parties hereto. 21, -Notice: Any notice from the Lessor to the Lessee must be given by sending the same by registered mail addressed to the Lessee, c/o Russell B. Watkins, 1502 E. Burnett Street, Long' Beach 6, California, and any notice from the Lessee to the Lessor must be given by sending the same by registered mail addressed to the Lessor, c/o City Clerk, Huntington Beach, California. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the date first hereinabove written. LESSOR LESSEE 16. s STATE OF CALIFORNIA, ) SS: COUNTY OF LOS ANGELES, ) On this 24th day of JANUARY, 1955, before me, GLADYS GUEST, a Notary Public in and for said County and State, residing therein, -duly commissed and sworn, personally appeared FREEMAN E. FAIRFIELD, RUSSELL B. WATKINS and JOSEPH A, BALL, known to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same. WITNESS my hand and official seal. Notary lic in and for aid County and Sta My Commission Expires ay 21, 1955.-, STATE OF CALIFORNIA, ) SS: COUNTY OF ORANGE, ) On this day of JANUARY, 1955, before me, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared known to me to be the and ' known to me to be the.' of the City of Huntington Beach, the municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same. WITNESS my hand and official seal. Notary Public in and for said County and State. My Commission Expires: 17. EXHIBIT "A" That portion of the South Half of the Northeast Quarter of Section 14, Township 6 South, Range 11 West, S. B. B. & M., described as follows: PARCEL I: Beginning at a point in the Northeasterly line of the right of way of the Southern Pacific Railroad Company as granted by deed recorded December 20, 1905, in Book 123, Page 96 of Deeds, which point is 20 chains South of the North line of Section Fourteen, Township Six South, Range Eleven West, S. B. B. & M, ; thence East along a line that intersects the East line of said Section Fourteen at a point 20 chains South of the Northeast corner thereof, 2426. 53 feet to the East line of said Section Fourteen; thence South along the East line of said Section Fourteen to a point in the Northeasterly line of said right of way of the Southern Pacific Railroad Company; thence Northwesterly along said Northeasterly line of said right'of way to the point of beginning. Excepting therefrom that portion described as follows: Beginning at a point at the East line of said Section Fourteen, 1056. 69 feet South of the Southeast corner of the Northeast quarter of the Northeast quarter of said Section Fourteen; thence South 890 16f West 100 feet, more or leas, to a point in a line parallel with and 100 feet West of the East line of said Section Fourteen and being the true point of beginning of this description; thence continuing South 89 . IV West 347. 14 '� EXHIBIT "A"-l. i feet;- thence South 360 54' West 347. 14 feet to a point North 360 541 East 40 feet from the Northeasterly line of the 60 foot highway conveyed to the City of Huntington Beach by deed recorded February 16, 1931, in Book 455, Page 400 of Official Records; thence South 530 061 East, along a line parallel to and distant 40 feet Northeasterly from said Northeasterly line, and along a line parallel to and distant 50 feet from the Northeasterly line of Parcel 2 as described in the deed to the State of California, recorded June 11, 1936, in Book 826, Page 379 of Official Records, 604. 31 feet to the beginning of a curve .concave to the Northwest having a radius of 50 t ! feet and a central angle of 1270 381; thence Northeasterly along said curve 111.38 feet to a point in a tangent, which is parallel to and 50 feet Westerly of the Westerly line of Parcel 1, as described in the deed to the State of California, � recorded June-11, 1936, in Book 826, Page 379 :of Official Records; thence North 00 441 West along said -parallel line and along a line parallel to and 50 feet Westerly from the Westerly line of the parcel of land described as Parcel 1. in the deed to the State of California, recorded June 31 1936, in Book 825, Page 475 of Official Records, .604. 31 feet to the true point of beginning. Said land is shown on a Map filed in Book 17, Page 35 of Record of Surveys in the office of the County Recorder of Orange County, California. SUBJECT TO: 1. The easement for roads, aqueducts, ditches, pipe lines or other conduits of water over a strip of land 20 feet wide alone, adjoining EXHIBIT' "A"--2. each. side of the Section and Quarter Section lines. 2. The easement for street purposes over that portion of said land included in Hampshire Avenue 60 feet wide on the East. 3. The right of way and incidents thereto for State Highway purposes over.a strip of land 20 feet wide, being adjacent.to and contiguous with the West die of Hampshire Avenue, 60 feet wide, and over a strip of land 90 feet wide adjoining and northeasterly of said right of way of the Sbuthern Pacific Railroad Company, as conveyed to the State of California by deed recorded June 3, 1936, . in Book 825, Page 475 of Official Records, and by deed recorded June 11., 1936, in Book 826, Page 379 of Official Records. ' 4. The right of way and easement for construction and maintenance of a drainage district pipe line as conveyed by deed -from City of Huntington Beach, a municipal corporation, to Talbert Drainage District, recorded October 13, 1950, in Book 2087, Page 385 of Official Records. Said easement being 20 feet wide, the center line of which is described as follows: Beginning at a point in the East line of the Northeast Quarter of Section Fourteen, Township Six South, Range Eleven West, S. B. B. & M., said point being located 1986.00 feet South of the Northeast corner of said Section Fourteen running thence West 945. 00 feet along a line parallel to EXHIBIT "A"-3. the North line of said Section Fourteen; thence North 666 feet, more or less, along a line parallel to the said East line of Section Fourteen to a point in the North line of the Southeast Quarter of the Northeast Quarter of said Section Fourteen, the side lines of said strip being prolonged and/or shortened to make a full 20. 00 foot wide easement. 5. The right of way and incidents thereto for State Highway purposes as- conveyed to the State of California by deed recorded July 1, 1952, in Book 2351, Page 5 of Official Records, Said easement is located within the following described parcel: Beginning at the intersection of the Northeasterly line of State Road VH-Ora-60•HtnB., 90.00 feet wide, with the West line of Hampshire Avenue, 100. 00 feet wide, said West line being 50.00. feet Westerly from the East line of said Section; thence along said West line, North 0°.401 00" West, 45.00 feet; thence South 740 381 34" West 45.03 feet to said. Northeasterly line; thence along said Northeasterly line, South 530 021 30" East, 55. 00 feet to the point of beginning. Drillin Island: THAT PORTION OF THE SURFACE OF PARCEL I, which is referred to in this lease as a "drilling island", is described as follows: Beginning at a point on the East line of said Section 14, said point being the Southeast Corner of the Northeast Quarter of the Northeast Quarter of said Section 14; EXHIBIT "A "-4. i -. thence Westerly on a line which has a course of S. 890 431 W. 480.00 feet to a point; thence Southerly on a line which has a course of S. 00 441 E. 30.00 feet to the true point of beginning of this description; thence Southerly on a line which has a course of S. 00 44' E. 250. 00 feet to a point; thence Westerly on a line which has a course of S. 890 431 W. 803. 84 feet to a point; thence Northerly on a line which has a course of N. 00 441 W. 250. 00 feet to a point; thence Easterly on a line which has a course of N. 890 431 E. 803.84 feet to the true point of beginning, PARCEL II: All right, title and interest which the City of Huntington'Beach may have in that portion of State Highway 101 beginning at its intersection with First Street, in the City of -Huntington Beach; thence Southeasterly along the .course of said State Highway 101 to the Northerly boundary of PARCEL I. PARCEL III: All right, title and interest which the City of .Huntington Beach may have in the right of way of the Southern Pacific Railroad Company lying Southerly from PARCEL I, beginning -with the Easterly boundary of Section 14, Township 6 South, Range 11 West; thence Northwesterly along the course of said Southern Pacific Railroad Company right of way to the Northerly boundary of PARCEL I. EXHIBIT "A"-5. 00 i PARCEL IV; Beach frontage lying adjacent to and Southerly of a part of the Southern Pacific Railroad Company right of way which was acquired by the- City of Huntington Beach by deed from Mills Land and Water Company, as grantor, recorded in Book 945, Page 577, Official Records of Orange County, California. EXHIBIT "A"M6. ap'RTakes .41,15 OAS LZASE TO OIL ikM GA5 LEAM is =&d* an'll entews,,.-2 lut'v ZY �A'TY OF HM4TINGV'3; ZLACHm As LeSsers W-AMINIs ATLAIIMC OIL COMVANYo CO, As Ltsitseos by tsmlgrau"t in V008*4610%, JKLMAL-95-, A0 0, a jauvary ISO It ,, We city of I'luotigswu Beacht a mmicipal, corporation,, &* I*ssov. and Oeorst C. tWAs aft lassos did **ter into a� OU bud Gas beast: which wa* recorded., an F ebruarr ze4, 19SI. Irt Book, 2294# gage 587# Official Rocards of Oraugo Comety,4 California. cav*rjug cortato real proporty io tho County of Oranp, $text* of ca1tion,44,4 'demeribed x* "aws. 1# TL(I �uttb t%e,,,r oV, � '*rthV'-'cr,;t Pvarter of the Southklezrit r arrar and rill Vvi*741 ptrtlo-v. of 4e 63oa3mica quarter of the cy"rtcr of Ity '0 f 'I'l -it- Wu UUt 'a I 1'3,c,acL# vntv pf Orau"CO, $tZat"'c" of California. lying ?Vort?h of tht Southerly linv. *C tho land v'i llow Land C."Orapf-mv to A, CS Thoq,c, by doe"d recortlod Ar,�.o 13. I()IT# in rook $U's c.r C;rzm.,-p', jItTBJVI2k'C,T TO tastwoeut for road purpolso's (af f0cord; au'd VUDI�,'.CrV T;,") tho WW','�4CO U460 b4twoon 11,*900V wA G�,,,orgiwnA�. roarritti, arO CcatalrAng 44 awrest, mvire or loov. r,. by W3vIdU*Uy "d e*U.64UV*Iyp reproseat "6 warmat that emy, own., all of les",,ols interest iu $44d leapd estates subjvet ovily tocertafn outidanding *verriding royalties of retarc 6w!, ow tt,,vy b.*vv eriu,*4� orm wer. or the pirop(wor wbich is p"ductus oil tvd 00600 Go ;,6*06#0 by assiatracut arm not in dvfa **4 "Id OU and Oat Leave is bri fult farce and cffact. Z. NOW* THERMFOREs soil. 011 06, Lo so i ::. * 4 : ,:y,.K. ti: i. 3. .. r, .. � ..� A E. �. yS � ::.::r' �" w .. y;:✓ � T't. � •°.'., tha her er said puragr&fhs ohfAl Ue &%*4cct to the following 7�-:Imp:. a Promises# or wMin SOOthe of apronAsoso Y or to 14060c,g x o -( p: Wp4krty .p *10 Lost WMI01%t .. F: Y Audga.o from th the de is+ r ea the * apoos tv Ouset ough a Well by tea 4'=W-,.L-Airn gaa is ii7G.44,c,I Parairra-A. 47 a *aid OU o4.1 GALS �Lt,&Ce. Ir., r "or ta a %,74144144 om adjolrAc;& propm-W to thr. rAst to oil zr4d gav froxna bouvaU thc prerrAves" I*SSQ4z b., at thoir ohr.0 wit'lAn 10 ci;�ya u(tior writ -too marcr., from to la2vor, zerved *mar varaou&Uy or U'v uuL 0�- U-my Ots 0tue leaseca by avalluVlc, tt�' the juspoctien, of tha 1646ors 0-* arq of its dcalcmated zzonts *I- employ#aO# ",-Pfos of, 1089 oxd oa.-Ii)-wing 4a", coucerain,4 tLe dav$%,uu*d, volts tLw j�rv,4ur1q; in-torval ce, which lio witkin 300 fiaO cAstarly frozi the taut to=,.Alary of the domistd Prom!"acg. In the Oveat, tLe lonsor to not Sattoria'a vith tact infvrmmiou mzti ro rvc; cf o-ne" �'axuileacd b;rVac Ic-cuass, the lovcir, at it cwn omponae, obMI tt to,comrt =4 *tUar d4ta fram onginzars gooW$tats r4e Its ch=lcc, valairr, to thc peciati4hIt drulns�gc of *U Lx.4 joss; arota cnoa-tb- the pror-n4ust Should tL4c rckcirta futzisbml try the ta.vacca an-,-4 thosit socuroe L,;- tLtu Zcvcor�a ir. ACtual 4raluu,gc, tare tlic lcrcr omt: tho lcas4ov vzmy emplor getIoglot ave. t4o reports O.nd 01"Infr-au e, C-=4 angir.com or gacicgist so Omployod ;till Lc blu1ir,4j; upo:m butt, thv Itcaar urd, Me 1046008 iti posstuiota hcreir. cof an mgwear or gooloost so mr-0,cyad by the losoor and tb* t+ IYA + i�m shall be bore y by "id parties. Zo The; lesso" by assigmimom# WiMusuy provent surface of the following destribed i Y the County of 0. '.p » stato Of Wiforalao herd H fl J acquired them ,Under #. torMs OJI Cat Lo"e'o qi o 4 Wed 3 } r:'.. e 94forred 40* towit, southeast q"rtar &ad a diat Porter of the Sauthwest after of tho rates st quarter of V.4"Oeto SOL. Z, & Mo it he City of Huttinvan » ur Comty a rs stato o1 Camersiat lying North of the southerly U09 of the Uad touvey*41 W WillowCompauy tv& C. Thorpe by, doh, recor4od fuse IS* 19170 in Book SUN 141,0 690 D00440 rocov4s of, Orr n'o GOWAY# ZX iC T14M ETROM the rAst 300 ! of I f the North ZOO fagA IwWs abovo 4a xrl c i1i V'4� M1 f 1 . _ 0 IXTW " v.-mo the easterly �ib �x.yt' � 1010 feet lying wuw,atd along the Eaot bomdary So hOVOW a# :y, *Adaouftieusv Oil andx to the e has been s 8 x <,remain t ,r tug Amendmentto OU and C40 Lease to be duly c as of the y aud year first above W rItte . (corporate Zzl) A: M U • . .. -.. .. fy 'Fr •r, •:s: •^f^R r'-,"ti 1• i:'f:J 4d �r'` .. - - - - - . _. - .. '„i�lc}.�r'���iL,�. �ai��a Ciw ." .:..:oi..�:: r, �" �li�►�I.a�.: - _ r6speq.tiOlys do ho r6by coTxgem( : a ; aa- ta; rati'�'. and- q�7?!r� �ba `fyr+vt�s�isS ` ' ' Aymipodwrtea" to i - a2:4 Hai t;2sa-bj cad b6tarada city : . ~'o��iu�tiii��c�x ���c�:,� a x�ief���.c���so�at���e,• �� #���or,• �ied• - - _ 3i'saen un r. " rfw 8 , cia e31 At; 10916oh 'A' : ladus ti mt3e oil convauv a s r a: .ffi s f o t; yr , : and, L. r : t Poo a le,aaev 1:Z q . . , , .., - . . ., - - - _ . • , • 1 _-. • - - - - . r • - 1. ' r r •`r - : . i ��. - • �.�. •m�, -- - ` , - COUNTY Or 0KANGf;. sst 01m, this day Of Wore mat tU- r I o a 116taFF"v",2'7 and State* porvou4ly appeared k"Wit to we to be the city' clerks � the tiCi i torporalotl tumt exozint, � tho within inn rumn tz a tmovm to ewe to bo the parsons who euecuttd the withim instrumaut an ImWf of said e '*:ival rr�4d to trm 'tl-;:a : Suth Munkipal Corporation . utthe ells. ' rRESS y haud and official t (Notary ) 1=77NOTIC in rn'TV' r * My COmmission Expires March 10, 1959 STATZO A. V o COUNTY OF LOS AWGZLZ,o �5,04 On tus 1• Wore tueo tht uwIiir-vIp*7Z-,-4 Vasafr r- 731 h �-AfCounty WA t t o persomur appeared vit tu.,wwri" rimniviLp ami, vouTH, subocribod to the vithin Wgru ackoovIodged` t the *X001464 the C ame. (Nourial F441) MAITE Or CALIFORNIA* I On tittr . Am—� and SW*. perronaftyuppoa " d and VLM,0XICA ` `ATIUNSo k ws% W tao to U* the persons wlioss nines are svbscrhoel to the *Mira i utw%=i nt and thal th-ey weocutad the tT4%" Seat batid ugd_pfficWeat. _® wourial soat) 01% this 41L'y Of appeared 4,,, 0,41A. Azd E-1-INOXIBALLt 'ho rites to tue WSW* iustrumout and acknouloasee, that t r c:X04-Ate '.^"r Qc a rt V%'*O*A ft-f-I tK ft.9st 'MmItt_ n +,rh Wor Seal:) couh"r y 0 L-Cxs Aw;a=tea gs Ora . comty &ud state„µ$': �yrsorA l p aa� p .�. M M4r: ,'I$ ',,. , : �;i,)�+/y .'� o ;.���..:. wt y to ar��°y:e too tho gF. J d ��ae E.e C§. �p Qi . k rvry .i i . m. a* 4 Y Sh✓'�' b+ E S., � 1E � ya x Im A.-'Y'S'r o M. "A. W ,? o t Ei 9d'• (a t 1 M'SV ' A"n? 1� � Y .t '� � NR Ws 1� that executeil Ch 'ItIll az�� � Un,,, o va bi-,the persons Who *xecuted. the v 4Wut hu s onb-chalf v.0 and AIC-W104'" to mo that Ouch, ttrp" rt'Alo i cao'cuttZ, the VP * 7 ,7 f .v lmm� - rf t i mp w "A AT OffP C"-L%r4XkN* Wore mo, Rho nv. r * c*ty ant, porsomlly zgyp ar v, 1 oc- me to bo the that he exacut*4the *gym► . Y hand d O9'f i "lo S i7, iS56 no STATL OF before zee, te w awl sots, persorally appeared _ _ _ katma to rns V., bo ono of the that oxecuted thot within Instrumeritt and &cknowlodgod that such d) c officiba "6i k�� M�e.SiM=¢+�Q�LMt- lllfiU�.'v'"M6�*NWi ce _7 P, --- ---- (to10894 C 0 M, AD I Y I 351 AMENDMENT TO OIL AND GAS LEASE LOS A1",',(!__-1ES 53, CAL11-:, 1 THIS AMENDMENT TO OIL AND GAS LEASE is made and 2 entered into this ---Iotb day of October 1961, 3 by and between CITY OF HUNTINGTON BEACH., a municipal corporation, 4 as Lessor, and -FREEMAN E. FAIRFIELD and RUTH FAIRFIELD, husband 5 and wife; RUSSELL B. WATKINS and DELORES-". WATKINS, husband and 6 wife; J. W. WOOD, a single man; ATLANTIC OIL COMPANY, a corpor- 7 ation;1 LES-CAL CO., a co -partnership; and LESTER CALIAHAN and 8 RUBY CALLAHAN, as Trustees under the provisions of that certain 9 Declaration of Trust dated July 17, 1941, recorded March 14, s. 10 1956, in Book.3437, page 3 of Official Records, as amended by 11 Amqndment No. 1 to Lester Callahan Trust, dated December 29, 12 19412 recorded March 14, l9S6-,---in__Book 3437, page 21 of Official 13 Records, both in the office of the County Recorder, County of 14 Orange, State of California, as Lessees by Assignment in 15 Possession. 16 WHEREAS, an January 15, 1952, the City of Huntington 17 Beach, a municipal corporation, as Lessor, and George C. Atha, 18 as Lessee, did enter into an Oil and Gas Lease which was recorded 19 on February 28, 1952, in Book 2294, page 587 of Official Records 20 in the office of the County Recorder, County of Orange, State of 21 California, and, 22 WHEREAS, Lessees by assignment, individually and 23 collectively, represent and warrant that they own all of Lessee's 24 interest in said leasehold estate, subject only to certain out- 25 standingpverriding royalties of record, and, 26 WHEREAS, by an instrument dated July 27, 1953, recorded 27 April 14,1 1954, in Book 2709, page 459 of Official Records in the 2& office o:f;the County Recorder of said Orange County, executed by 29 the City o: Huntington Beach and Pacific Supply Cooperative, said Oil and GasJ..ease was modified and extended, and., by an Agreement dated December 21, 1953, 32 recorded Apr L 1954, in Book 2709, page 463 of said Official t 1 2 3 4 5 6 7 8, 9 10 11 12 13 14 15 16 17 18 19 i 20 21 22 a 23 24 Amendment to Oil and Gas Lease City of Huntington Beach Freeman E. Fairfield, et al., t $ooK 5945 PA.vE 571 Records, said Oil and Gas Lease was extended, and, WHEREAS, by Amendment to Oil and Gas Lease dated March 211, 1956, recorded March 6, 1957, in Book 3827, page 265 of said Official Records, executed by the City of Huntington Beach, as Lessor, and Freeman E. Fairfield, et al., as Lessees, said Lessees did release and quitclaim to Lessor all surface rights, together with all subsurface rights to a depth of 500 feet below the present surface of the real property hereinafter described and designated as Parcel 1, and other lands, which said Parcel 1 is more particularly described as follows: The West 200 feet of the East 500 feet of the North 200 feet of the South half of the Northwest quarter of the Southeast quarter of Section 13, Township 6 South, Range 11 West, in the Rancho Las Bolsas as shown on a map recorded in Book 51, page 14 of Miscellaneous Maps in the office of the County Recorder of said Orange County. NOW THEREFORE, it is mutually agreed by and between the parties hereto that the rights released and quitclaimed under Paragraph 2 of said last mentioned amendment are hereby restored to the Lessees insofar and only insofar as said rights apply to the real property hereinabove described and designated as Parcel 1. Except as herein provided, all the terms, covenants - and conditions of said Oil and Gas Lease, dated January 15, 19522 as the same has been amended and extended, shall remain in full force and effect. 25 IN WITNESS WHEREOF, the parties hereto have caused 26 this, Amendment to Oil and Gas Lease to be duly executed as of 27 the .' day , .and year first above written. 1 28 } + CITYAP HUNT INGTON AC d .. n r �,. 29<� By amayor 3pY . ATTEST � , l E er 32` ` LESSOR l -2- 1� 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 i 20 i I 21 22 23 24 25 26 27 1 28 29 ! 30 31 32 Amendment to Oil and Gas Lease `a City of Huntington Beach �', bo%5945 ?A.a 5 72' Freeman E, Fairfield, et al., - - - reeman h. Fairlield tu, air ie usse B. WatKInS Watkins Wood ATLANTIC OIL COMPANY a corpora 3. orb" By '0.0 r„ es •e o ey,- red• t L7 D.--BjL, st 1S to Secretary LESSEES -3- Amendment to Oil and Gas Lease City of Huntington Beach Freeman E. Fairfield, et al., I STATE OF CALIFORNIA ss' 2 COUNTY OF ORANGE .3 On this IOVI day of October 19612 before me the undgrsipea—,a Notary Public in and for sa 4 County and State, personally appeared Ernest H. Gisler known to me to Se.the Mayor of the CiFy 5 of Huntington Reach,- -a municipal corporation of the State of California, and Paul C. Jones ra known to me to bete City Clerk oE sa1Z City of ffu_ntingtFn_" Beach, the City that executed the within and foregoing instru- 7 ment, and known to me -to be the persons who executed the within instrument on behalf of said City of Huntington Beach, and 8 acknowledged to me that the City executed the same. .. ............... WITNESS my hand and official seal. Notary is in an or saia County and State TARY PUBLIC ERNE�TINA DI FAR!0 - NO ........ In and for the County of Orange,'State of California 13 STATE', OF CALIFORNIA MY Commission Expires June 26, 1965 Pty Hall - Huntington heath, Calif;,, ss., 14 COUNTY OF LOS ANGELES 15 On this Ith day of §EPTELSAEPA 19612 before me, a Notary lic in and lor said G ountLand State, 16 personally appeared Freeman and Ruth Fairfield, own tome to be the persons whose names are subscribed to the within instru- 17 ment,, and acknowledged to me that they executed the same. r WITNESS my hand and official seal. L& otary is in and for said County and State .7' No'cry Pubile, 2 22" STATE OF CALIFORNIA ')1!' 0, 1965 23 24 25 26 27 28 29 30 31 32 sso COUNTY OF O'. this day of d y Irub before me, Notarlic in and for 59 personally a�pQared Russell B. and Veron to be the pe sobs "whose ' names are subscr ment, and acknowledged to me that they e WITNESS my 'Z and official s -4- X` -S 1961, ;ounty and State, Watkins, known to me I tp, the within instr mdd the same. County and State S 1 2 3 4 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Amendment to Oil and Gas Lease City of Huntington Beach ti Freeman E. Fairfield,, et al., t8q0_ K,5945 STATE OF CALIFORNIA COUNTY 01 Z4-;74 ss. . On this day of '64,/­ J.�F04 before me, a Notary,Public in and for raid/ County and State, personally appeared J. W. Wood, known to me to be the person whose namesis subscribed to the within instrument, and acknow- I "'Iedged tome that he executed the same. I WITNESS my hand and official seal. A X, -No-' ty lic in and for said County and State STATE OF CALIFORNIA COUNTY OF �'�JG=` ss .. i On this day of 19 i6 I., before me, a Notary C in and f5rseld County and State, personally appe BC eLst rF,.rDolley, known to me to be the A President , and Isolf, Assistant Secretary of Atiantic Oil Company, the corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of the corporation herein named,, and'' acknowledged to me that such corporation executed the same, pursuant to its by-laws or a resolution by its Board of Directors. WITNESS my hand and official seal. % Notilty Public in and .,paid County and Stife.,1. ALMA S. Afy Comioission Expires Jarivari Z; STATE OF CAL PORNIA. sse COUNTY 0 On this1_/_d day of s 1961, before me, a Notary -TMic in an=or'saild County ana=tate, personally appeared Lester Callahan and Lester Callahan, Jr., known to me to be the co- partners of Les -Cal Co., the co -partner- ship that executed the within instrument, and acknowledged to me that such co -partnership executed the same. WITNESS my hand and official seal. t"71tary ic rm and for said County and State -5- VIRGINIA M. TIF=DT MY Amendment to Oil and Gas Lease City of Huntington Beach Freeman E. Fairfield, et al., •eooK 5945 PnE 575' STATE OF CALIFORNIA ) COUNTY 0 s s On this r' /f day of 1961 before me, the un ersigned, a Notary PubX is in and f3r_ said County and State, personally appeared LESTER CALLAHAN and 'RUBY CALLAHAN, as Trustees under the provisions .of that certain Declaration of Trust dated July 17, 1941, and recorded March 14, 1956, in Book 3437, page 3 of Official Records in the office of the County Recorder of said County, as.amended by Amendment No. 1 to Lester Callahan Trust dated December 29, 1941, and recorded - March 14, 1956, in Book 3437, page 21 of Official Records in the office of the County Recorder of said County, known to me to be the persons whose names are subscribed to the foregoing instru- ment, and acknowledged to me that they executed the same as such trustees. 11x 12: 15 16 17 18 19 20 21 22 23 2510, 29 30 31 32 WITNESS my hand and official seal. 7ary PUBlic and for said County and State LL61NIAM. TIEDT 7 Ca=aa i� "#o Expjtca May 28, I964 STATE OF CALIFORNIA ss. COUNTY OF , On this day of .�°�$ , 196 , before me, a Notary Public 0- in-3 for said County and State, personally appeared Russell B. Watkins and Delores Watkins, known to me to be tbb persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same. WITNESS my hand and official seal. '"R3 ary`Tublic �n�d or said �l�(ARJORIE K. TA County and State nmisson Expires Feb 14, 194'1 RECORDED AT REQUEST OF ORANGE COUNTY TITLE CO. IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 19:01 01 DEC 15 1961 [RUBY WFAELAND, County Recorder - 6- When Roco-r6y,Wt7 SOUTHERN Qt1IFOP P.0.1, LOS ANGEL ATTMIM e A 1 2 3 4 5 6 7 i l `v- 8 r.. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 rn to PA EDISON COMPANY 10895 X 351 JS CALIF.53, DEff. CONSENT TO v�� AMENDMENT OF OIL AND GAS LEASE GEORGE W. SUTTON, as the owner of leasehold interests in and to the land situated in the County of Orange, State of Calif-1 ornia, affected by that certain Amendment to oil and Gas Lease 1 entered into by and between City of Huntington Beach, Lessor and 1 Freeman E. Fairfield et al, lessees, recorded December 15.E 1961 in Book 5945 , page , 570 of Official Records, in the office of the County Recorder of said County, does hereby consent to said Amendment and agrees to subordinate his interest thereto and to observe the restrictions therein contained. The hereinabove referred to leasehold interests of George W.1 Sutton were acquired under and by virtue of an unrecorded Lease dated December 22, 1959 from City of Huntington Beach, Lessor to George W. Sutton, Lessee. IN WITNESS WHEREOF, this instrument has been executed this 61h day of Ogtaber , 19,-. �rlisl♦I� George W. _ -Sutton STATE OF CALIFORNIA ss. COUNTY OF Orange On this 6th day of October , 1961i before me, a Notary Public in and for said County and State, personally appeared George W. Sutton, known to me to be the personwhose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same. WITNESS my hand and official seal. RECORDED AT REQUEST OF ORANGE COUNTY TIst,F c^O, IN OFFICIAL RECORD.1i OF ORANGE COUNTY, CALIF,, 9.01 AM DEC 15 1961 RUBY MCFARLAKD, Coah,- Notary Public in and tQr,,' a County and State. •' ERNESTINA DI FABiO - NOTARY PUBLIC" ti and for the County 'of Orange; tatc. of CahEorma My Commission Ex- ires )une 26 : 1965 City Hall - Huntington Beach Calif: \ v When Recorded T Return to SOUTH RN GAUFORN!A EDISSON COMPANY . "• -F. 'O. BOX 351 LOS ANGELES 53, CALIF. ATTEKTiON --- R/W & LAND DEPT. 10896 B01594:5577 CONSENT TO AMENDMENT OF OIL AND GAS LEASE LOYD GAGE, doing business as SANDBLAST AND METALLIZING COMPANY, as the owner of leasehold interests in and to the land situated in the County of Orange, State of California, affected by that certain Amendment to Oil and Gas Lease entered into by and between City of Huntington Beach, Lessor, and Freeman E. Fairfield, et al, Lessees, recorded December 15, 1961 in Book 5945 , page 570 of Official Records, in the office of the 1 - o County Recorder of said County, does hereby consent to said n Amendment and agrees to subordinate his interest thereto and to 0 _ observe the restrictions therein contained. The hereinabove referred to leasehold interests of Loyd Gage were acquired under and by virtue of an unrecorded Lease dated July lst, 1961 from the City of Huntington Beach, Lessor, to Loyd Gage, doing business as Sandblast and Metallizing Company, Lessee. IN WITNESS WHEREOF, this instrument has been executed this 51b day of October , 1961. mat STATE OF CALIFORNIA ) ss COUNTY OF ORANGE On this � day of % �C��, 1961, before me, a Notary Public in and for said County and State, personally appeared LOYD GAGE, doing business as Sandblast and Metalling Company, known to me to be the person whose name is subscribed to the fore- going instrument and -acknowledged that he executed the_ same.. RECORDED AT REQUEST OF ORANGE COUNTY TITLE CO. IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 9;01 AM DEC 15 1961' $2.00 RUBY McFARLAND, County Recorder ERNEST1,14A DI FAD:O - NOTARY PURUlC - ' I{ end for die County of Orange, State of Cali6 ni& My Commission Expires June 26, 1965 Gtr mat z Hundwton Bench. Calif: 0 l