HomeMy WebLinkAboutMCDONNEL REALTY - 1998-08-177 08/17/98 - Council/Age V A enda - Pa e 7
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E-11. (City Council) Approve Agreement For Land Purchase For Peck Water Reservoir
Expansion — South Of Existing Peck Reservoir On Springdale Street — Authorize Public
Works Director To Sign Escrow Instructions — Authorize Acceptance Of Deed (600.10) —
1. Approve the Agreement for Purchase, Sale and Escrow Instructions between McDonnell
Realty Company and the City and authorize execution by the Mayor and City Clerk and authorize
the opening of an escrow; and 2. Authorize the Public works Director to sign escrow instructions
upon approval as to form by the City Attorney and 3. Authorize the City Clerk to affix the City's
acceptance certificate to the deed and to record same upon City's receipt of deed (property
located south of existing Peck Reservoir on Springdale Street.) Submitted by the Public Works
Director and Deoutv Citv Administrator -Administrative Services
[Approved 7-0]
F. Administrative Items
F-1. (City Council) Approve Cooperative Agreement Between The Citv And The Citv Of Costa
Mesa - Santa Ana River Crossing Cooperative Study & Approve Budget Appropriation
(600.10)
Communication from the Public Works Director informing the City Council that a Cooperative
Agreement with the City of Costa Mesa is required to proceed with the Santa Ana River Crossing
Cooperative Study (SARCCS) Environmental Impact Report (EIR). Funding for the City of
Huntington Beach share of costs must be provided.
Recommended Action: Motion to:
1. Approve the "Cooperative Agreement Between the City of Costa Mesa and the City of
Huntington Beach" pertaining to the Santa Ana River Crossing Cooperative Study (SARCCS)
Environmental Impact Report, and authorize the Mayor and City Clerk to execute the
agreement;
and
2. Appropriate $15,000 from the unencumbered General Fund for the City's contribution to the
Santa Ana River Crossing Cooperative Study (SARCCS) Environmental Impact Report.
[Approved 7-01
F-2. (City Council) Approve Professional Services Contract With The Ferguson Group. LLC For
Intergovernmental Affairs Support Services & Approve Waiver For Professional Liability
Insurance (600.10)
Communication from Administration transmitting a proposed professional services contract
between the City and Ferguson Group for the purpose of assisting the City with the development
and implementation of an Intergovernmental Affairs Program designed to increase the amount of
Federal and State monies coming back to the City in the form of State and Federal grants, budget
allocations, and/or special projects.
Recommended Action: Motion to:
1. Approve and authorize execution of a Professional Services Contract Between the City of
Huntington Beach and the Ferguson Group, LLC to Assist the City in It's Intergovernmental
Affairs Program in the preparation and implementation of an Intergovernmental Affairs Program
designed to increase the amount of Federal and State funds received by the City.
and
2. Based upon the March 11, 1998 recommendation of the Settlement Committee approve the
waiver for Professional Liability Insurance.
[Approved 7-01
(7)
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CR OF HUNTINGTON BEACH •
MEETING DATE: August 17, 1998 DEPARTMENT ID NUMBER: AS 98-010
Council/Agency Meeting Held:
V
erred/Continued to:
pproved El Conditionally Approved ❑ Denied
'7 n
Council Meeting Date: August 17, 1998
/t?C
bzAa Citv Clerk's Signature
Department ID Number: AS 98-010
CITY OF HUNTINGTON BEACH
REQUEST FOR ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City Administrator0d?/
PREPARED BY: ROBERT BEARDSLEY, Director of Public Work
ROBERT J. FRANZ, Deputy City Administrator r
SUBJECT: APPROVE LAND PURCHASE FOR PECK WATER RESERVOIR
EXPANSION
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: The City Council previously approved negotiations for the acquisition
of the site for the Peck Reservoir Expansion Project (November 17, 1998). Following this
authorization, City staff met with Douglas Reality Company, Inc. and have agreed to terms to
recommend for acquisition of the expansion parcel with the purchase price exceeding the
City Council's previously approved amount of $1,240,000 (revised recommendation is
$1,345,625).
Funding Source: Public Works, Water Division Account #EW-PW-952-6-1-00.
Recommended Action: Motion to:
1. Approve the Agreement for Purchase, Sale and Escrow Instructions between
McDonnell Realty Co. and the City and authorize execution by the Mayor and City Clerk
and authorize the opeing of an esrow.
2. Authorize the Public Works Director to sign escrow instructions upon approval as to
form by the City Attorney.
3. Authorize the City Clerk to affix the City's acceptance certificate to the deed and to
record same upon City's receipt of deed (property located south of existing Peck
Reservoir on Springdale Street). l 1
Peck RCA.dot -2- 08/13/98 3:12 PM
,REQUEST FOR ACTION •
MEETING DATE: August 17, 1998 DEPARTMENT ID NUMBER: AS 98-010
Analysis: The approved Water Master Plan includes construction of greater reservoir
capacity. The property being acquired adjacent to and south of the City's existing Peck
Reservoir Facility is ideal with regards to location and the City established water distribution
system expansion at this site will be more cost effective than acquiring a separate site for
construction of a similarly sized reservoir. The projected facility to be constructed on the
property (9± million gallons) to be acquired will add to the City's water reservoir capacity.
The purchase price of $1,345,625 ($12.50 per square foot) represents an increase of 8.7
percent of the amount previously authorized for negotiations by the City Council. Land
values have increased in excess of that percentage since the date of the City's appraised
value, which is approximately one year old. City staff believes the increase is justifiable
based on the changed market conditions.
A summary of the terms of the acquisition agreement is as follows:
1. Size of property: 2.47 acres±.
2. Cost to City: $1,345,625 ($12.50 per square foot) Land Acquisition.
3. Usual escrow costs and fees.
4. City's liability for unknown HazMat problems is capped at $100,000. Unknown HazMat
problems in excess of $100,000 will require the City to pursue legal remedy against the
seller.
Environmental Status: Soil studies including a Phase II Environmental Assessment have
been completed and no HazMat concerns have been found on the site.
Attachment(s):
1
2
Agreement for Purchase, Sale and Escrow Instruction
Plat Map and
RCA Author: Paul Larkin/Gary Dysart
al Description
RCAMOT -3- 08/13/98 2:47 PM
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ATTACHMENT #1
•
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AGREEMENT FOR PURCHASE AND
SALE OF PROPERTY AND ESCROW INSTRUCTIONS
BY AND BETWEEN
DOUGLAS REALTY COMPANY, INC.
�RI
CITY OF HUNTINGTON BEACH
BRUHBOTY/SALU AGR 1 1
08/12/98 0 )
1 • •
TABLE OF CONTENTS
Page
RECITALS .................................................... 1
ARTICLE I AGREEMENT AND PURCHASE PRICE ...................... 2
1.1
Purchase and Sale of the Property ................:........
2
1.2
Purchase Price .......................................
2
1.3
Terms of Payment .....................................
3
1.4
Grant Deed .........................................
3
1.5
Buyer's Right to Purchase Reservoir Easement ..................
3
1.6
Buyer's Obligations Regarding Property . .....................
3
1.7
Removal of Property From CC&R's .........................
3
ARTICLE II
BUYER'S INVESTIGATION OF THE PROPERTY ................
4
2.1
Preliminary Title Report .................................
4
2.2
Property Investigation ..................................
5
(a) Continuing Access to Property .......................
5
(b) Review of Documents .............................
5
2.3
Right to Terminate ....................................
6
2.4
Seller's Review and Comment ............................
6
2.5
Buyer's Contemplated Improvements .......................
6
ARTICLE III REPRESENTATIONS AND WARRANTIES ..................... 7
3.1 Seller's Representations and Warranties ...................... 7
(a) Organization ................................... 7
(b) Authority ...................................... 7
(c) FIRPTA ....................................... 7
(d) Material Information ............................... 7
3.2 Buyer's Representations and Warranties ..................... 7
(a) Sole Reliance ................................... 8
(b) As Is ......................................... 8
(c) Defaults ....................................... 8
(d) Authority ...................................... 8
3.3 Limitation on Enforcement of Rights ........................ 9
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Page
ARTICLE IV ESCROW ........................................... 9
4.1
Opening of Escrow ....................................
9
4.2
Closing of Escrow .....................................
9
4.3
Deliveries by Buyer Prior to the Closing .....................
9
4.4
Deliveries by Seller Prior to the Closing .....................
10
4.5
Costs and Prorations...................................
10
(a) Escrow and Title Fees ............................. 10
(b) Proration Schedules ............................... 10
(c) Expenses of the Property ........................... 11
4.6 Recordation of Documents and Delivery of Purchase Price and
Documents ......................................... 11
4.7 Title Policy ......................................... 11
4.8 Termination ......................................... 11
4.9 IRS Form 1099....................................... 11
ARTICLE V OTHER AGREEMENTS OF SELLER AND BUYER ............... 12
5.1 Maintenance of Property ................................ 12
5.2 Further Documents and Acts ........................ 12
5.3 Mutual Notification of Change in Conditions .................. 12
5.4 Assignment ......................................... 12
ARTICLE VI REMEDIES .......................................... 13
6.1 Time of Essence and Defaults ............................. 13
6.2 Seller's Failure ....................................... 13
ARTICLE VII MISCELLANEOUS PROVISIONS ........................... 13
7.1 Waiver and Consent ................................... 13
7.2 Attorneys' Fees ....................................... 13
7.3 Broker's Commission .................................... 13
7.4 Notices ............................................ 14
7.5 Gender and Number ................................... 15
7.6 Entire Agreement ..................................... 15
7.7 Captions ........................................... 15
7.8 Governing Law ........................................ 15
7.9 Invalidity of Provision .................................. 15
7.10 Amendments ........................................ 15
7.11 No Recorded Memorandum ............................. 15
7.12 Resolution of Disputes ................................. 16
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Page
(a) Reference of Dispute .............................. 16
(i) Procedure for Appointment .................... 16
(ii) Standards for Decision ........................ 16
(b) Cooperation .................................... 16
(c) Allocation of Costs ............................... 17
7.13
Counterparts ........................................
17
7.14
Survival of Covenants ..................................
17
7.15
Successors and Assigns .................................
17
7.16
Objective Construction .................................
17
7.17
Acquisition Under Threat Of Condemnation . ............. ....
17
7.18
Certain Seller Post -Closing Obligations .......................
18
BRUHBCITY/SALE7.AGR
08/12/98 (1)
LIST OF EXHIBITS
EXHIBIT A DEPICTION OF PROPERTY
EXHIBIT B GRANT DEED
EXHIBIT C GENERAL ASSIGNMENT
EXHIBIT D CERTIFICATE OF NON -FOREIGN STATUS (AND SELLER'S STATE
TAX WITHHOLDING CERTIFICATE)
EXHIBIT E 1099 DESIGNATION
IV
BRGHBOTY/SALETAGR
08/12/98 (1)
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AGREEMENT FOR PURCHASE AND SALE OF
PROPERTY AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE OVOPERTY AND
ESCROW INSTRUCTIONS (the "Agreement") is made as of 1998 ("Effective
Date") by and between DOUGLAS REALTY COMPANY, INC., a California corporation
("Seller"), and THE CITY OF HUNTINGTON BEACH ("Buyer"), based upon the
following facts:
RECITALS
A. Seller is the owner of approximately 107,650 square feet (approximately
2.471 acres) of land located north of Skylab Road and west of Springdale Street in the
City of Huntington Beach (in its governmental role other than as Buyer hereunder, the
"City"), County of Orange (the "County"), State of California, being (a) fee title in and to
the northerly 180 feet of Parcels 2 and 3 of Parcel Map 93-202, a copy of which is
attached hereto as Exhibit "A" and incorporated herein by this reference, together with
all easements (except the Reservoir Easement, as hereafter defined) and other rights
appurtenant thereto and all improvements thereon (collectively, the "Property"), and
(b) a twenty (20) foot wide easement over a portion of Parcel 2 of Parcel Map 93-202
which is outside and adjacent to the Property, as described on Exhibit "A" attached
hereto for the purposes described in Section 6 of that certain Water Facilities Agreement
dated March 18, 1997, as amended by that certain Amendment to Water Facilities
Agreement executed on July 11, 1997 (collectively, the "Water Facilities Agreement"),
between Buyer, McDonnell Douglas Corporation and McDonnell Douglas Realty
Corporation ("Reservoir Easement"). Seller is successor in interest to the rights and
obligations of McDonnell Douglas Corporation and McDonnell Douglas Realty
Corporation under the Water Facilities Agreement.
B. Buyer has stated its intention and desire to acquire the Property through
the exercise of its eminent domain powers for purposes of extending and expanding the
existing Peck water reservoir owned by the Buyer and contiguous to the northerly
boundary of the Property.
C. Seller desires to sell the Property to Buyer, and Buyer desires to purchase
the Property from Seller, as an involuntary conversion under threat of condemnation
pursuant to Internal Revenue Code Section 1033 and other applicable laws concerning
Buyer's eminent domain powers, on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of these premises and the conditions
and covenants set forth in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, Seller and Buyer agree as
follows:
BRC1HBCITY/SALE7.AGR
1 08/12/98 (1)
ARTICLE I
AGREEMENT AND PURCHASE PRICE
1.1 Purchase and Sale of the Property. Seller hereby agrees to sell the
Property to Buyer, and Buyer hereby agrees to purchase the Property from Seller, upon
the terms and conditions set forth in this Agreement. Buyer and Seller acknowledge that
the Property does not yet exist as a separate legal parcel, and that therefore Buyer and
Seller shall proceed in accordance with Government Code § 66428 and local ordinances
and procedures to cause creation of the Property as a separate legal parcel pursuant to
said provision of the Subdivision Map Act ("Condemnation Procedure"); provided,
however, that the Condemnation Procedure may only proceed to the extent that the Title
Company has committed to insure that those portions of Parcels 2 and 3 of Parcel Map
93-202 not included within the Property ("Remainder Parcels") are legal and insurable
distinct legal parcels thereafter and comply with the Subdivision Map Act. The
Condemnation Procedure will involve moving the northerly boundary(ies) of said two
parcels parallel and to the south in order to create the Property with an area of
approximately 2.471 acres, all as shown on Exhibit "A" attached hereto and incorporated
herein by this reference. Upon execution of Agreement, Buyer shall use diligent, best
efforts to process and complete the Condemnation Procedure as soon as possible, and
Buyer shall issue a Certificate of Compliance regarding the Remainder Parcels in
compliance with all laws. Seller shall (at its cost) cause to be prepared a metes and
bounds description of the Property and the Remainder Parcels in form and content
sufficient to permit the Title Company to issue a CLTA owner's title policy with respect
to the Property and the Remainder Parcels. Buyer and Seller agree to diligently,
promptly and reasonably cooperate in the processing and consummation of the
Condemnation Procedure at the earliest possible time. Seller and Buyer acknowledge
and agree that the conveyance of the Property from Seller to Buyer is expressly
conditioned upon completion of the Condemnation Procedure as described herein, and
that Buyer shall not be in default for failure to complete the Condemnation Procedure, so
long as Buyer has employed diligent, best efforts at all times to do so. If the
Condemnation Procedure has not been completed on or before August 30, 1998 despite
best efforts to do so, then either party may terminate this Agreement by written notice to
the other party.
1.2 Purchase Price. The purchase price for the Property shall be $12.50 per
square foot of area of the Property (which excludes by definition the Reservoir Easement)
(the "Purchase Price"), which results in a Purchase Price of One Million Three Hundred
Forty -Five Thousand Six Hundred Twenty -Five and No/100 Dollars ($1,345,625.00),
based upon 107,650 square feet of Property area.
1.3 Terms of Payment. Buyer's payment of the Purchase Price shall be all
cash at the Closing (if any).
B RC1H B C I TY/SA L E 7. AG R
2 08/12/98 (1)
1.4 Grant Deed. Seller's conveyance of the Property shall be made by a grant
deed in the form attached hereto as Exhibit "B" (the "Grant Deed") and a General
Assignment in the form attached hereto as Exhibit "C" (the "General Assignment").
1.5 Buyer's Purchase of the Reservoir Easement. Seller agrees to sell, and
Buyer agrees to buy, the Reservoir Easement for a purchase price of Forty -Three
Thousand One Hundred Eleven and 14/100 Dollars ($43,111.14) ("Easement Price").
Conveyance of the Reservoir Easement shall be by recordation of a Grant of Easement
reasonably acceptable to Buyer. Buyer's payment of the Easement Price and purchase of
the Reservoir Easement shall occur (if at all) at or prior to Closing, at Buyer's option. To
the extent that Buyer has paid Seller prior to the Closing more than the Easement Price
(due to the Buyer's purchase of the Reservoir Easement and an extension thereof over a
portion of the Property), Seller shall credit against the Purchase Price at the Closing the
amount of such excess (if any).
1.6 Buyer's Obligations Regarding Property. Buyer shall be solely responsible
(at Buyer's sole cost and expense) to: (i) fence and landscape the southerly and westerly
borders of the Property in compliance with the McDonnell Centre Business Park Specific
Plan and in a manner sufficient to provide a visual screening of the Property, and (ii) to
cause the City to grant a curb cut or other reasonable access to and from Springdale
Street for the Remainder Parcels at or near the northeast corner of that portion of Parcel
3 not being purchased by Buyer hereunder, all in accordance with the McDonnell
Centre Business Park Specific Plan, all governmental planning and other legal
requirements.
1.7 Removal of Property From CC&R's. Seller and Buyer acknowledge that
the Property will not be part of McDonnell Centre Business Park and will not be subject
to nor be entitled to any benefits under the Declaration of Easements, Covenants,
Conditions and Restrictions for McDonnell Centre Business Park recorded on December
30, 1993 as Instrument No. 93-0913143 in the Official Records of Orange County, as
thereafter amended, a copy of which Buyer acknowledges receipt or any other
covenants, conditions or restrictions now or hereafter affecting the McDonnell Centre
Business Park or any portion thereof (collectively, the "CC&R's"). Seller shall take such
steps as may be necessary or appropriate (in Seller's sole judgment) to remove the
Property from the CC&R's at Buyer's sole cost and expense.
ARTICLE II
BUYER'S INVESTIGATION OF THE PROPERTY
2.1 Preliminary Title Report. Escrow Holder shall deliver to Seller and Robert
Franz, as Buyer's representative, within five (5) business days after Opening of Escrow
hereunder, a Preliminary Title Report (the "Title Report") issued by Chicago Title
Company (the "Title Company"), purporting to disclose the condition of title to the
Property, together with complete and legible copies of all documents of record
referenced therein as exceptions. Buyer shall have until the date thirty (30) days after
BRUHBOTY/SALETAGR
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receipt of the Title Report and copies of such record exceptions to notify Seller in writing
of Buyer's approval of any matters disclosed in the Title Report. In the event the Title
Company issues any supplements to the Title Report during the period of the Escrow,
Buyer shall have ten (10) days following delivery of the supplement(s) to approve in
writing any exception(s) contained therein and not disclosed in the Title Report or prior
supplement thereto. If Buyer fails to approve an exception in writing within the time
period specified above, the exception or matter shall be conclusively deemed to be
disapproved by Buyer. Buyer shall exercise its rights of approval under this Section in its
sole and absolute discretion. If Buyer disapproves of an exception or matter as permitted
above, Seller shall have five (5) days after receipt of Buyer's disapproval to inform Buyer
in writing whether or not Seller will cause the disapproved exception(s) or matter(s) to be
removed on or before the Closing Date. If Seller does not so inform Buyer that Seller
will cause the removal of the disapproved exception(s) or matter(s), then this Agreement
shall terminate unless, within the following five (5) days, Buyer waives its prior
disapproval in a writing delivered to Seller. All matters shown in the Title Report or any
supplement thereto or in any survey that may be obtained, which matters are approved
by Buyer or as to which Buyer has waived its disapproval in writing, together with such
additional matters as Buyer may approve, cause, suffer or permit, shall be considered to
be "Permitted Exceptions." Buyer acknowledges and agrees that, with the exception of
the covenants set forth in this Section or made by law under the Grant Deed and the
representations and warranties specifically set forth in Section 3.1, (i) nothing in this
Agreement shall be construed as a warranty or representation by Seller concerning
Seller's title to the Property, and Seller makes no such warranty or representation and (ii)
Buyer will be relying solely upon Buyer's Title Policy and Buyer's own investigations
respecting the condition of title to the Property.
2.2 Property Investigation.
(a) Continuing Access to Property. Through and including the
Contingency Date (as defined in Section 2.3), Buyer shall have the right, at Buyer's sole
expense and risk, to have its representatives, employees, contractors and agents enter
upon the Property, at reasonable times after giving at least twenty-four (24) hours' oral or
written notice to Seller, and to conduct any and all tests, inspections and studies as
Buyer may deem necessary and desirable provided that (i) such activities shall not impair
the current use, operation, maintenance or intended development of the Property, (ii) at
Seller's option, any such entry shall be in the company of Seller's representative(s), and
(iii) Buyer shall be responsible for any damage caused thereby to any person, property or
to the Property. Notwithstanding the foregoing, Buyer may only conduct such Phase
and/or Phase II environmental assessments of the Property as Seller has reasonably
approved in advance, which Seller approval shall not be unreasonably withheld or
delayed. Seller hereby consents to Buyer's proposed environmental assessment of the
Property as set forth in that certain scope of work proposed from Converse Consultants
dated July 6, 1998. Buyer agrees to indemnify, defend and hold harmless Seller from
any and all losses, damages, costs, liabilities and expenses, including, without limitation,
attorneys' fees (to the extent a condemnor would be liable for such attorneys' fees
incurred by a condemnee in connection with a condemnation), disbursements and court
BRUHBCITY/SALE7.AGR
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costs actually and reasonably incurred by Seller, due to any act or omission of Buyer or
Buyer's agents, representatives, contractors or subcontractors during any of their entries
on the Property either prior to or after the execution of this Agreement. As a condition
precedent to the license to enter provided in the paragraph, Buyer shall cause to be
maintained commercial general liability insurance covering each such entry, which
insurance may be obtained by Buyer or the contractor or other party making such entry.
Such insurance shall provide coverage in the amount of not less than $1,000,000 for .
injury or death to any number of persons in any one accident or occurrence, shall name
Seller as an additional insured and shall be issued by an insurance company, and on
terms, reasonably acceptable to Seller. At Seller's request, Buyer shall deliver to Seller
certificates of insurance in such form as Seller may reasonably require evidencing
Buyer's compliance with provisions of this paragraph.
(b) Review of Documents. Seller shall deliver to Buyer within five (5)
business days after the Opening of Escrow hereunder Seller's "standard" disclosure
package furnished by Seller to other purchasers of real property in the McDonnell Centre
Business Park (provided that Buyer first pays Seller any and all copying costs incurred by
Seller in making such copies), and in addition thereto, Buyer shall have the right (for ten
days after the Opening of Escrow) to review at Seller's offices during normal business
hours, and to make copies of (at Buyer's sole expense), true and complete copies of all
material, non -privileged documents or copies of documents pertaining to the Property
that are in Seller's possession, including, without limitation, the approved Specific Plan
for the McDonnell Centre Business Park ("Specific Plan"), all soils reports, environmental
reports, property tax bills, topographical maps and similar data respecting the Property
(specifically, excluding, however, any and all market studies, appraisals, and/or
valuations concerning the Property).
2.3 Right to Terminate. If Buyer disapproves of any matter pertaining to the
Property in Buyer's sole and absolute discretion, Buyer shall have the right to terminate
this Agreement by failing to deliver written notice of Buyer's approval of the Property (in
Buyer's sole and absolute discretion) to Seller and Escrow Holder on or before
5:00 p.m., California time, on or before August 27, 1998 (the "Contingency Date"), in
which event the provisions of Section 4.8 shall apply. Buyer's failure to so approve the
Property in writing to Seller on or before 5:00 p.m., California time, on the Contingency
Date shall conclusively constitute Buyer's election and exercise of its right to terminate
this Agreement pursuant to this Section. If Buyer has not terminated this Agreement on
or before the Contingency Date, Buyer acknowledges and agrees that Buyer shall no
longer have the right to terminate this Agreement pursuant to this Section or any right to
delay or impede the Closing as a result of Buyer's obtaining, failure to obtain or delay in
obtaining any other documents or materials (provided Seller has not committed a
material default of its obligations under Section 2.2(b)).
2.4 Seller's Review and Comment. Seller shall have the right to review and
comment upon all proposed plans and specifications pertaining to Buyer's Contemplated
Improvements, including, but not limited to, Buyer's site plans, elevations, architectural
and construction plans, landscape plans, working drawings (including architectural,
BRCIHBCITY/sALE7.AGR
5 08/12/98 (1)
mechanical, electrical, etc.), civil engineering plans (including all utilities hook-ups) and
all construction specifications and materials. Seller agrees not to unreasonably withhold
or delay its review and comment to such items.
2.5 Buyer's Contemplated Improvements.
Seller and Buyer acknowledge that Buyer shall acquire and use the
Property solely for the development and operation (at Buyer's sole expense) of an
expansion and/or extension of the existing Peck reservoir, which is currently adjacent to
the Property ("Buyer's Contemplated Improvements"). Therefore, if Buyer ever.
abandons and/or ceases to use the Property solely for the development and operation of
an expansion and/or extension of existing Peck reservoir, then Seller shall have a right of
first refusal (exercisable by Seller by thirty (30) days after receipt of written notice from
Buyer) to purchase the Property at the price and terms upon which Buyer is hereafter
willing to sell the Property in a bona fide transaction to a third party. No permit,
approval or other action that would impose any exaction or condition against, or alter
the current land use entitlements or approvals pertaining to, the Property or any other
property of Seller shall be given or taken prior to the Closing (as defined in Section 4.2)
unless made expressly contingent upon the occurrence of the Closing. Notwithstanding
the foregoing, Buyer's obtaining of permits and approvals for Buyer's Contemplated
Improvements shall not be a condition to Closing.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Seller's Representations and Warranties. Seller warrants and represents
that the statements set forth in this Section are true and correct as of the date of this
Agreement. Seller's allowing the Closing to occur shall constitute additional
representations and warranties that the statements set forth in this Section remain true
and correct as of the Closing, except as may be disclosed in writing by Seller to Buyer
prior to the Closing (provided, however, that Seller hereby agrees to cause the
representations and warranties set forth in Section 3.1(i), (j) and (1) to remain true and
correct as of the Closing), and the truth and accuracy of the representations and .
warranties made in this Section shall constitute a condition to the Closing solely for
Buyer's benefit. Seller shall indemnify, defend and hold harmless Buyer and its property
and assets from all losses, liabilities, damages, costs and expenses (including attorneys'
fees, disbursements and court costs actually and reasonably incurred) to the extent
arising from the inaccuracy of the representations and warranties made in this Section.
For purposes of this Section, "to Seller's knowledge" shall mean the present, actual and
personal knowledge of Steve Barker, Philip W. Cyburt and Gary Powley (without any
independent investigation, research, review or inquiry concerning the Property, any of
Seller's business records, or any other matter(s)). Seller hereby represents and warrants
that the foregoing named individuals are the employees of Seller who are charged with
direct responsibility for the Property and are persons, individually or collectively, would
BRUHBOTY/SALU AGR
6 08/12/98 (1)
be likely to have actual knowledge of the matters addressed in this Section or an officer
or employee of Seller to have actual knowledge of such matters.
(a) Organization. To Seller's knowledge, Seller is a corporation duly
organized and validly existing and in good standing under the laws of California, with
full authority to enter into this Agreement and perform its obligations pursuant hereto.
(b) Authority. To Seller's knowledge, the execution and delivery of this
Agreement by Seller has been duly authorized and approved by all requisite corporate
action, and no other authorizations or approvals, whether of governmental bodies or
otherwise, are necessary in order to enable Seller to enter into or to comply with the
terms of this Agreement.
(c) FIRPTA. To Seller's knowledge, Seller is not a "foreign person"
within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.
(d) Material Information. To Seller's knowledge, Seller has or shall
have disclosed or made available to Buyer all material and nonprivileged information
actually known to Seller concerning the Property.
3.2 Buyer's Representations and Warranties. Buyer warrants and represents
that the statements set forth in this Section are true and correct as of the date of this
Agreement. Buyer's allowing the Closing to occur shall constitute additional
representations and warranties that the statements set forth in this Section remain true
and correct as of the Closing, except as may be disclosed in writing by Buyer to Seller
prior to the Closing, and the truth and accuracy of the representations and warranties
made in this Section shall constitute a condition to the Closing solely for Seller's benefit.
After the Closing, Buyer shall indemnify, defend and hold harmless Seller and its
property and assets from all losses, liabilities, damages, costs and expenses (including
attorneys' fees, disbursements and court costs actually and reasonably incurred) to the
extent arising from the inaccuracy of the representations and warranties made in this
Section.
(a) Sole Reliance. Except for reliance upon the express representations
and warranties of Seller set forth in this Agreement, Buyer is relying solely upon its own
inspections, investigations and analyses of the Property in purchasing the Property and is
not relying in any way upon any representations, statements, agreements, warranties,
studies, reports, descriptions, guidelines or other information or material furnished by
Seller or its representatives, whether oral or written, express or implied, of any nature
whatsoever regarding any of the foregoing matters.
(b) As Is. Except for reliance upon the express representations and
warranties of Seller set forth in Section 3.1, Buyer agrees, represents and warrants that: (i)
Buyer is acquiring the Property "AS IS," "WHERE IS," and without any representations or
warranties by Seller, McDonnell Douglas Corporation, The Boeing Company, or any of
their respective shareholders, subsidiaries, affiliates, officers, directors, agents, employees,
BRC/HBCITY/SALE7.AGR
7 08/12/98 (1)
predecessors, successors or assigns, express or implied. Buyer represents and warrants as
of the Closing that it shall have thoroughly inspected the Property and shall have
thoroughly investigated all laws, regulations and other matters impacting development
and/or construction on or near the Property and that Buyer accepts same in their
condition existing as of the close of escrow hereunder. Notwithstanding any contrary
provision hereof, Buyer shall have and retain after Closing any and all rights for
indemnity, reimbursement and/or other recourse against Seller which Buyer would have
had against Seller under any applicable federal or state environmental laws, but only to
the extent that Buyer would have had and retained any such rights of indemnity,
reimbursement and/or other recourse against Seller if Buyer had acquired the Property
from Seller through a condemnation lawsuit; provided, however, that Buyer shall not
seek indemnity, reimbursement or other recourse against Seller after the Closing for
environmental contamination on or about the Property disclosed to or discovered by
Buyer prior to the Contingency Date if Buyer elects to close Escrow hereunder; and
further provided, however, that Buyer may only seek indemnity, reimbursement or other
recourse against Seller to the extent that the environmental remediation costs relating to
such environmental contamination unknown to Buyer as of the Contingency Date
exceeds one hundred thousand dollars ($100,000) (i.e., Buyer shall be liable for the first
one hundred thousand dollars ($100,000) of remediation costs for such unknown
environmental contamination). In the event that any environmental contamination on or
about the Property is disclosed to or discovered by Buyer prior to the Contingency Date,
Buyer shall promptly disclose such contamination to Seller, and Buyer may request a
reduction in the Purchase Price hereunder prior to the Contingency Date by reason of
such environmental contamination, but Seller shall not be obligated to agree to same. If
Seller and Buyer do not agree to a reduction in the Purchase Price by reason of such
environmental contamination, then Buyer may terminate this Agreement in accordance
with Section 2.3 hereof and proceed with any and all other rights and remedies at law or
in equity (including exercise of any and all rights of eminent domain).
(c) Defaults. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not result in any breach of
the terms of, conditions of, or constitute a default under, any instrument or obligation by
which Buyer is bound, or violate any order, writ, injunction or decree of any court in
any litigation to which Buyer is a party.
(d) Authority. The execution and delivery of this Agreement by Buyer
has been duly authorized and approved by all requisite partnership and corporate action,
and no other authorizations or approvals, whether governmental, quasi -governmental or
otherwise, are necessary in order to enable Buyer to enter into or to comply with the
terms of this Agreement.
3.3 Limitation on Enforcement of Rights. The representations and warranties
of Seller and Buyer set forth in Section 3.1 and 3.2 shall survive the Closing. In the
event either party has actual knowledge of any breach of any representation or warranty
of the other party prior to the Closing and fails to notify that party thereof in reasonable
detail and in writing prior to the Closing, the party with knowledge of such breach shall
BRGHBOTY/SALETAGR
8 08/12/98 (1)
•
•
be deemed to have waived any such breach and shall thereafter be estopped from
bringing any action with respect to such breach.
ARTICLE IV
ESCROW
4.1 Opening of Escrow. Within two (2) business days after execution of this
Agreement by Seller and Buyer, Seller and Buyer shall open an escrow (the "Escrow")
with Chicago Title Company, 16969 Von Karman Avenue, Irvine, California 92614, Attn:
Lorri Beasley, Escrow No. (the "Escrow Holder") by delivering a fully
executed copy of this Agreement to Escrow Holder. Escrow Holder will execute copies
of this Agreement and return fully executed copies hereof to Buyer and Seller when
Escrow has opened. Escrow shall be deemed open when Escrow Holder and the parties
have executed this Agreement (the "Opening of Escrow"). In addition, the parties agree
to be bound by the standard escrow General Provisions of Escrow Holder. In the event
of any discrepancy between such General Provisions and the other provisions of this
Agreement, such other provisions of this Agreement shall prevail.
4.2 Closing of Escrow. Provided all conditions to the Closing have been
satisfied or waived by the benefitted party, the delivery of funds and recordation of
documents to be completed by Escrow Holder pursuant to Section 4.6 (the "Closing")
shall occur on or before the later of (a) the date which is five (5) days after the
Contingency Date, unless Buyer has then terminated this Agreement as provided herein;
or (b) three (3) days after consummation of the Condemnation Procedure (the "Closing
Date"). If the Escrow is not in a condition to close by the agreed Closing Date, Escrow
Holder shall continue to comply with the instructions contained herein until a written
demand for cancellation of the Escrow has been made by the non -defaulting party or, in
the event neither party is in default, the party for whose benefit any unfulfilled and
unwaived condition to the Closing has been created. Escrow Holder shall notify the
other party of any such demand and shall immediately cancel the Escrow without any
further instructions from any party.
4.3 Deliveries by Buyer Prior to the Closing. Prior to the Closing, Buyer shall
deposit or cause to be deposited with Escrow Holder all of the following:
(a) In immediately available funds, the full amount of the Purchase
Price and all other amounts payable by Buyer hereunder, including without limitation
the amount of costs and prorations payable by Buyer pursuant to Section 4.5;
(b) A counterpart of the 1099 Designation, as described in Section 4.9,
properly executed by Buyer;
(c) Evidence satisfactory to Escrow Holder that the Remaining Parcels
are legal and insurable parcels; and
BRGHBOTY/SALU AGR
9 08/12/98 (1)
•
•
(d) All such other documents and instruments as may be reasonably
required of Buyer by Escrow Holder to allow the Closing to occur.
4.4 Deliveries by Seller Prior to the Closing. Prior to the Closing, Seller shall
deposit or cause to be deposited with Escrow Holder all of the following:
(a) The Grant Deed, as described in Section 1.4, executed and
acknowledged by Seller and in recordable form;
(b) The General Assignment, as described in Section 1.4, executed by
Seller;
(c) Certificate of Non -Foreign Status and Seller's State Tax Withholding
Certificate in the forms attached hereto as Exhibit "D" executed by Seller;
(d) A counterpart of the 1099 Designation, as described in Section 4.9,
executed by Seller;
(e) All such other documents and instruments as may be reasonably
required of Seller by Escrow Holder to allow the Closing to occur.
4.5 Costs and Prorations.
(a) Escrow and Title Fees. Buyer shall pay for any and all of (i) the
Escrow Holder's fee, (ii) recording and filing costs, city and county documentary and/or
transfer taxes, (iii) the Title Policy, and (iv) all other closing costs and expenses.
(b) Proration Schedules. All current real property taxes and all
payments on general and special bonds and assessments on the Property which
constitutes Permitted Exceptions shall be prorated by Escrow Holder between Buyer and
Seller as of Closing Date based upon the latest available tax information, using
customary escrow procedures.
(c) Expenses of the Property. Seller shall pay all costs and expenses
pertaining to the use or operation of the Property attributable to the period of Seller's
ownership of the Property prior to the Closing Date, and Buyer shall pay all such costs
and expenses attributable to the period on or after the Closing Date.
4.6 Recordation of Documents and Delivery of Purchase Price and
Documents. When all required funds and instruments have been deposited into Escrow
by the appropriate parties and when all other conditions to Closing have been fulfilled,
Escrow Holder shall cause the Grant Deed (with documentary transfer tax information to
be filed separately) to be recorded in the Official Records of Orange County, California.
Buyer shall be entitled to possession of the Property immediately upon the Closing.
Upon the Closing, Escrow Holder shall deliver (i) to Seller, the Purchase Price (plus any
other amounts payable by Buyer hereunder, and less prorations and credits provided for
BRGHBOTY/SALU AGR
10 08/12/98 (1)
herein and charges payable by Seller hereunder) and a conformed copy of the recorded
Grant Deed, and (ii) to Buyer, a conformed copy of the recorded Grant Deed, the
General Assignment, the documents described in Section 4.4(e) and 4.4(f), and the Title
Policy.
4.7 Title Policy. It shall be a condition to the Closing for Buyer's benefit that
the Title Company be committed to deliver to Buyer a CLTA Standard Coverage Owner's
Policy of Title Insurance dated as of Closing, insuring Buyer in an amount equal to the
Purchase Price and showing title vested in Buyer subject only to the Title Company's
standard printed exclusions and exceptions and the Permitted Exceptions (the "Title
Policy"). Buyer may at its sole cost and expense arrange with the Title Company to have
the Title Policy issued as an ALTA Extended Coverage Policy and with such
endorsements as Buyer may desire, provided that such arrangements shall not constitute
a condition to, or impede or delay, the Closing.
4.8 Termination. If Buyer or Seller elects to terminate this Agreement as
permitted pursuant to this Agreement, such terminating party shall send written notice
thereof to the other party and may send written demand to Escrow Holder for
cancellation of the Escrow. Upon receipt of such demand, Escrow Holder shall return all
funds deposited into Escrow (and interest thereon) to the party entitled (in accordance
with Section 1.3(a) hereof) and any documents held by Escrow Holder to the party
depositing same. In the event that the Escrow shall fail to close by reason of the default
of either party under this Agreement, the defaulting party shall be liable for all escrow
and title cancellation charges (in addition to any other liability by reason of such breach).
In the event that the Escrow shall fail to close for any other reason, each party shall be
liable for one half (1/2) of all escrow and title cancellation charges. Upon any
termination of this Agreement, Buyer shall return to Seller all originals and copies of any
studies, reports and other documents previously supplied to Buyer by Seller, and shall
deliver to Seller without charge any and all such documents which Buyer shall have
obtained with respect to the Property at any time prior to such termination.
4.9 IRS Form 1099. For purposes of complying with Section 6045 of the
Code, as amended by Section 1521 of the Code, Escrow Holder shall be deemed the
"person responsible for closing the transaction," and shall be responsible for obtaining
the information necessary to file with the Internal Revenue Service an appropriate Form
1099. In connection therewith, Seller, Buyer and Escrow Holder shall execute a written
designation in the form attached hereto as Exhibit "E" the ("1099 Designation").
ARTICLE V
OTHER AGREEMENTS OF SELLER AND BUYER
5.1 Maintenance of Property. Seller agrees that, during the period of the
Escrow, Seller shall not (i) enter into any leases or occupancy agreements or service,
maintenance, management, brokerage, consulting, operating, advertising or other
agreements any of which will affect the Property after the Closing (except for
BRUHBOTY/SALETAGR
1 1 08/12/98 (1)
governmental agreements approved in advance by Buyer), or 00 enter into any
agreement, instrument or obligation under which the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby will result in
any breach or default.
5.2 Further Documents and Acts. Each of the parties hereto agrees to
cooperate in good faith with each other, and to execute and deliver such further
documents and perform such other acts as may be reasonably necessary or appropriate
to consummate and carry into effect the transactions contemplated under this Agreement.
5.3 Mutual Notification of Change in Conditions. Each party shall promptly
notify the other of any material change in any condition with respect to the Property or
of any event or circumstance which makes any representation or warranty of such party
under Article III untrue or misleading, or any covenant of such party under this
Agreement incapable or less likely of being performed, it being understood that such
party's obligation to provide notice to the other party shall in. no way relieve such party
of any liability for a breach by such party of any of such party's representations,
warranties or covenants under this Agreement.
5.4 Assignment. Buyer shall have no right to assign any of its rights or
interests under this Agreement. Any attempted assignment in violation of this Section
shall be void and shall constitute a material default under this Agreement by Buyer.
ARTICLE VI
REMEDIES
6.1 Time of Essence and Defaults. Time is of the essence of every provision of
this Agreement of which time is an element.
6.2 Seller's Failure. If Seller commits any default under this Agreement, then,
subject to any specific provisions to the contrary contained in this Agreement, Buyer may
pursue any rights or remedies that Buyer may have under applicable law, including the
right to sue for damages or specific performance.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 Waiver and Consent. Each provision of this Agreement to be performed
by either party shall be deemed both a covenant and a condition and shall be a material
consideration for the other party's performance hereunder and any breach thereof by
either party shall be deemed a material default hereunder. Either party may specifically
and expressly waive in writing any portion of this Agreement or any breach thereof, but
no such waiver shall constitute a further or continuing waiver of any preceding or
BRGHBOTY/SALV AGR
12 08/12/98 (1)
succeeding breach of the same or any other provision. No waiver or consent shall be
found or implied from silence or any act or failure to act of a party, except for a written
waiver executed by such party.
7.2 Attorneys' Fees. In the event of any action or proceeding instituted
between Seller, Buyer or Escrow Holder in connection with this Agreement, then the
prevailing party shall be entitled to recover from the other party all of its costs and
expenses, including, without limitation, court costs, costs of appeals, attorneys' fees and
disbursements actually and reasonably incurred (to the extent a condemnor would be
liable for such attorneys' fees incurred by a condemnee in connection with a
condemnation).
7.3 Broker's Commission. Seller represents and warrants to Buyer and Buyer
represents and warrants to Seller that no broker or finder has been engaged by Seller or
Buyer, respectively, in connection with any of the transactions contemplated by this
Agreement, and that no broker or finder is in any way connected with any of such
transactions. In the event of any claim for broker's or finder's fees or commissions in
connection with the negotiation, execution or consummation of this Agreement or the
transactions contemplated hereby, Buyer shall indemnify, hold harmless and defend
Seller from and against such claim if it shall be based upon any statement or
representation or agreement made by Buyer, and Seller shall indemnify, hold harmless
and defend Buyer from and against such claim if it shall be based upon any statement,
representation or agreement made by Seller.
7.4 Notices. Any notice, demand, approval, consent, or other communication
required or permitted hereunder or by law shall be validly given or made only if in
writing, properly sent by mail, courier or telecopy, and addressed to the party for whom
intended, as follows:
If to Seller: DOUGLAS REALTY COMPANY, INC.
4060 Lakewood Boulevard, 6th Floor
Long Beach, California 90808-1700
Attn: Collette Temmink
Telephone: (562) 627-3200
Telecopy: (562) 627-3109
With a copy to: Guttenberg & Rapson LLP
101 California Street, 22nd Floor
San Francisco, CA 94104
Attn: Alan B. Guttenberg, Esq.
Telephone: (415) 834-2060
Telecopy: (415) 834-2070
BRGHB0TY/SALE7.AGR
13 08/12/98 (1)
EXHIBIT "1"
LEGAL DESCRIPTION
PECK RESERVOIR EXPANSION
AP. NUMBER 195-1.12-06 & 07
Acquisition of property which is defined as that portion of the northwest one -quarter of
Section 9, Township 5 South, Range 11 West, SanBetnadino Base and Meridian, in the
City of Huntington Beach, County of Orange, State of California as shown on the Parcel
Map No. 93-202 recorded is Book 281, Pages 3 and•4, of Parcel Maps, in the office of the
County Recorder of said County described as follows:
Commencing at the centerline intersection of Bolsa Avenue and Springdale Street as
shawa on a Parcel Map No. 93-202 recorded in Book.281, Pages 3 and 4, of Parcel Maps
in the office of said County Recorder; thence North 00° 16' 04" Fast, 1,475.00 feet along
the centerline of said Springdale Street; thence North 89° 43' 56" West, 50.00 feet;
thence along aline parallel to the centerline of Springdale Street North 00° 16' 04" East,
401.02 feet to the TRUE POINT OF BEGINNING; thence North 890 28' 56" West,
326.05 feet to a point on the westerly line of Parcel 3 of said Parcel Map 93-202; thence
continuing North 89° 28' 56" West, 272.00 Feet to a point on the westerly line of Parcel 2
of said Parcel Map 93-202; thence along a line parallel to the centerline of Springdale
Street North 000 16' 04" East, 180.00 feet to the northwesterly corner of Parcel 2 of said
Parcel Map 93-202; thence South 89' 28' 56" East, 272.00 f st to the northwesterly
comes of Parcel 3 of said Parcel Map 93-202; thence South 89° 28' 56" East, 326.05 feet
to the: northeasterly corner of Parcel 3 of said Parcel Map 93-202; thence along a line
parallel to the centerline of Springdale Street South 00° 16' 04" West, 180.00 feet to the
TRUE POINT OP BEGINYNING.
Contaizu•;ng an area or: 2.47 Acres, more or less.
' i
EXHIBIT "D"
CERTIFICATE OF NON -FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended, provides
that a transferee of a U.S. real property interest must withhold tax if the transferor is a
foreign person. To inform CITY OF HUNTINGTON BEACH ("Transferee"), that
withholding tax is not required upon the disposition of title to the property described on
Exhibit 1 attached hereto and by this reference incorporated herein, the undersigned
hereby certifies the following on behalf of DOUGLAS REALTY COMPANY, INC., a
California corporation ("Transferor"), under penalty of perjury:
1. Transferor is not a "foreign person, foreign corporation, foreign
partnership, foreign trust or foreign estate" as those terms are defined in the Internal
Revenue Code of 1986, as amended, and the Income Tax Regulations.
2. The U.S. employer identification number of Transferor is
95-2408299.
3. Transferor's office address is 4060 Lakewood Boulevard, 6th Floor,
Long Beach, California 90808-1700.
4. The undersigned has full knowledge of the facts and circumstances
set forth herein.
Transferor understands that Transferee intends to rely on the foregoing
representations in connection with the United States Foreign Investment in Property Tax
Act.
Transferor understands that this certification may be disclosed by Transferee
to the Internal Revenue Service and that any false statement made by Transferor
contained herein could be punished by fine, imprisonment, or both.
Transferor understands that Transferee may face federal income tax
liabilities and penalties if any statement in this certificate is false. Transferor hereby
agrees to hold Transferee harmless from any liability or cost which Transferee may incur
as a result of (i) Transferor's failure to pay any U.S. federal income tax which Transferor
is required to pay, or (ii) any false or misleading statement contained herein.
BRUHBOTY/SALU AGR
D-1 08/12/98 (1)
. CS 0 • •
Under penalty of perjury, the undersigned hereby declares that Transferor
has examined this certification and, to the best of its knowledge and belief, it is true,
correct and complete.
DATED: , 1998.
D-2
DOUGLAS REALTY COMPANY, INC.,
a California corporation
Its:
BRC/HBCITY/SALE7.AGR
08/12/98 (1)
•. •
SELLER'S STATE TAX WITHHOLDING CERTIFICATE
Seller hereby certifies to CITY OF HUNTINGTON BEACH ("Buyer"), that
withholding of tax under Sections 18805, 18815 and 26131 of the California Revenue
and Taxation Code (collectively, the "Act") will not be required:
CHECK ALL APPLICABLE ITEMS:
[_] 1. Seller is a resident of California. Seller's address is 4060 Lakewood
Boulevard, 6th Floor, Long Beach, California 90808-1700.
[_] 2. Seller is a corporation qualified to do business in California.
[_] 3. Seller is a partnership as determined in accordance with Subchapter K of
Chapter 1 of Subtitle A of the Internal Revenue Code.
[_] 4. Seller has received a homeowner's property tax exemption for the Property.
[_] 5. Seller is a bank acting as a trustee other than a trustee of a deed of trust.
If none of the above apply, Seller certifies that Seller has filed Form 597-A
with the California Franchise Tax Board ("FTB") for the purpose of obtaining a Certificate
from the FTB that Seller is not required to pay to the FTB the amount of tax otherwise
required to be withheld and paid under the Act, or Seller is required only to pay a
reduced amount of such tax.
Seller understands that this Certificate may be disclosed to the FTB by
Buyer.
Under penalty of perjury, the undersigned declares that this Certificate is
true, correct and complete.
DATED: , 1998.
D-3
DOUGLAS REALTY COMPANY, INC.,
a California corporation
LE
Its:
BRUHBOTY/sALETAGR
08/12/98 (1)
EXHIBIT "E"
1099 DESIGNATION
In order to insure compliance with the information reporting requirements of Section
6045 of the Internal Revenue Code and the regulations promulgated pursuant thereto,
the parties hereto enter into this Written Designation Agreement on this day
of , 199_, and agree as follows:
. Section 1. Reporting Person. In accordance with Regulation Section
1.60454(e)(5)(iii), the parties hereby designate the following person to act as the
"reporting person" for the purpose of preparing, filing and maintaining any and all
information returns required by Section 6045 in connection with this transaction:
Name of Reporting Person: Chicago Title Company
Address of Reporting Person: 16969 Von Karman Avenue, Irvine, CA 92614
The parties agree and acknowledge that the reporting person herein
identified is an eligible person under Regulation Section 1.6045-4(e)(5)(ii). The reporting
person hereby covenants and agrees to fully comply with all reporting and other
requirements of Internal Revenue Code Section 6045 and the regulations promulgated
thereunder. The reporting person specified herein agrees to file the forms between the
end of the calendar year in which the transactions contemplated herein occur and
February 28 of the following calendar year.
Section 2. Transferor and Transferee.
Name of Transferor: Douglas Realty Company, Inc., a California corporation
Address of Transferor: 4060 Lakewood Boulevard, 6th Floor, Long Beach
California 90808-1700
Name of Transferee: CITY OF HUNTINGTON BEACH
Address of Transferee:
Section 3. Subject Property. The real property which is the subject of this
Agreement is fully described in the legal description attached hereto as Exhibit "1" and
incorporated herein by this reference.
Section 4. Retention of Agreement. Each of the parties to this Agreement
agrees to retain a copy of this Agreement for at least four (4) years after the Closing Date.
Upon request by the Internal Revenue Service or any person involved in the subject
BRUHBOTY/SALETAGR
E-1 08/12/98 (1)
• 0
transaction, other than the parties hereto, each party agrees to provide copies of this
Agreement for inspection as required by Regulation 1.60454(e)(5)(iii).
IN WITNESS WHEREOF, the parties hereto have executed this Written
Designation Agreement as of the date first above written.
TRANSFEROR:
DOUGLAS REALTY COMPANY, INC., a
California corporation
By:
Its:
TRANSFEREE:
CITY OF HUNTINGTON BEACH
By:
Its:
CHICAGO TITLE COMPANY
By:
Its: Attorney -in -Fact
Its: Attorney -in -Fact
"Reporting Person"
E-2
BRUHBOTY/SALETAGR
08/12/98 (1)
If to Buyer: CITY OF HUNTINGTON BEACH
Attn:
Telephone:
Telecopy:
With a copy to: Arthur Delaloza, Esq.
Deputy City Attorney
Office of the City Attorney
2000 Main Street
Huntington Beach, CA 92648
Telephone: (714) 536-5620
Telecopy: (714) 374-1590
If to Escrow Chicago Title Company
Holder: 16969 Von Karman Avenue
Irvine, California 92614
Attn: Lorri Beasley
Escrow No.
Telephone: (714) 263-2544
Telecopy: (714) 752-8043
Any party may from time to time, by written notice to the other, designate a different .
address which shall be substituted for that specified above. Each such notice, demand,
approval, consent, or other communication shall be deemed effective and given (i) three
(3) days after deposit in the United States mail in the State of California, if sent by
certified mail with postage prepaid, return receipt requested, or (ii) upon receipt if
delivered or sent in any other way. Buyer and Seller hereby agree that notices may be
given hereunder by the parties' respective counsel and that, if any communication is to
be given hereunder by Buyer's or Seller's counsel, such counsel may communicate
directly with all principals as required to comply with the provisions of this Section.
7.5 Gender and Number. In this Agreement (unless the context requires
otherwise), the masculine, feminine and neuter genders and the singular and the plural
shall be deemed to include one another, as appropriate.
7.6 Entire Agreement. This Agreement and its exhibits constitute the entire
agreement between the parties hereto pertaining to the subject matter hereof, and the
final, complete and exclusive expression of the terms and conditions thereof. All prior
agreements, representations, negotiations and understandings of the parties hereto, oral
or written, express or implied, are hereby superseded by and merged into this
Agreement.
BRUHBOTY/SALU AGR
14 08/12/98 (1)
7.7 Captions. The captions used herein are for convenience only and are not a
part of this Agreement and do not in any way limit or amplify the terms and provisions
hereof. All uses of the words "Article(s)" and "Section(s)" in this Agreement are
references to articles and sections of this Agreement, unless otherwise specified.
7.8 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California.
7.9 Invalidity of Provision. If any provision of this Agreement as applied to
either party or to any circumstance shall be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the same shall in no way affect
(to the maximum extent permissible by law) any other provision of this Agreement, the
application of any such provision under circumstances different from those adjudicated
by the court, or the validity or enforceability of this Agreement as a whole.
7.10 Amendments. No addition to or modification of any provision contained
in this Agreement shall be effective unless fully set forth in a writing signed by both
Buyer and Seller.
7.11 No Recorded Memorandum. Buyer shall not, without the prior written
consent of Seller, which consent may be withheld in Seller's sole discretion, record this
Agreement or a short form or memorandum hereof, or take any other action which
would materially and adversely affect the marketability of Seller's title to the Property
except in good faith pursuit of a remedy for a breach by Seller under this Agreement.
Failure of Buyer to comply with this Section 7.11 shall be a material default by Buyer
under this Agreement and, at the election of Seller, shall automatically and immediately
terminate all of Buyer's rights under this Agreement, and thereafter Buyer shall not have
any right, title, or interest in or to the Property whatsoever.
7.12 Resolution of Disputes. Seller and Buyer have agreed on the following
mechanisms in order to obtain prompt and expeditious resolution of all controversies,
claims or disputes arising out of or in connection with the performance or
non-performance of any terms of this Agreement and on the equitable and fair allocation
as to the parties' obligations hereunder.
(a) Reference of Dispute. Any dispute seeking damages, interpretation
of this Agreement and any dispute seeking equitable relief, such as but not limited to
specific enforcement of any provision hereof, shall be heard and determined by a referee
pursuant to California Code of Civil Procedure Section 638, subdivision 1. The venue of
any proceeding hereunder shall be in Orange County, unless changed by order of the
referee.
(i) Procedure for Appointment. The party seeking to resolve
the dispute shall file in court and serve on the other party a complaint describing the
matters in dispute. Service of the complaint shall be as prescribed by California law. At
any time after service of the complaint, any party may request the designation of a
15
BRUHBOTY/SALETAGR
08/12/98 (1)
referee to try the dispute. Thereafter Seller and Buyer shall use their best efforts to agree
upon the selection of a referee from among the available referees at Judicial Arbitration
and Mediation Service ("JAMS"). If Seller and Buyer are unable to agree upon a referee
within ten days after a written request to do so by any party, then either may petition the
judge of the Superior Court to whom the case is then assigned to appoint a referee from
JAMS. For the guidance of the judge making the appointment of said referee, Seller and
Buyer agree that the person so appointed shall be a retired judge from JAMS experienced
in the subject matter of the dispute.
(ii) Standards for Decision. To the extent consistent with the.
terms of this Agreement, the provisions of California Code of Civil Procedure, Sections
642, 643, 644 and 645 shall be applicable to dispute resolution by a referee hereunder.
In an effort to clarify and amplify the provisions of California Code of Civil Procedure,
Sections 644 and 645, Seller and Buyer agree that the referee shall decide issues of fact
and law submitted by the parties for decision in the same manner as required for a trial
by court as set forth in California Code of Civil Procedure, Sections 631.8 and 632, and
California Rules of Court, Rule 232. The referee shall try the dispute and decide the
dispute according to all of the substantive and procedural law of the State of California,
unless Seller and Buyer stipulate to the contrary. When the referee has decided the
dispute, the referee shall also cause the preparation of a judgment based on said
decision. The judgment to be entered by the Superior Court of Orange County,
California will be based upon the decision of the referee. Seller and Buyer agree that the
referee's decision shall be appealable in the same manner as if the judge signing the
judgment had tried the case.
(b) Cooperation. Seller and Buyer shall diligently cooperate with one
another and the person appointed to resolve the dispute, and shall perform such acts as
may be necessary to obtain a prompt and expeditious resolution of the dispute. If any
party refuses to diligently cooperate, any other party, after first giving notice of its intent
to rely on the provisions of this Section 7.12(b), incurs additional expenses or attorneys'
fees solely as a result of such failure to diligently cooperate, the referee may award such
additional expenses and attorneys' fees to the party giving such notice, even if such party
is not the prevailing party in the dispute.
(c) Allocation of Costs. The cost of the proceeding shall initially be
borne equally by Seller and Buyer, but, subject to Section 7.12(b), the prevailing party in
such proceeding shall be entitled to recover, in addition to reasonable attorneys' fees and
all other costs, its contribution for the reasonable cost of the referee as an item of
recoverable costs.. The referee shall include such costs in his judgment or award.
7.13 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute but one and the same instrument.
16
BRCIH BCITY/SALE7.AGR
08/12/98 (1)
7.14 Survival of Covenants. All covenants set forth in this Agreement and not
required by this Agreement to be performed prior to the Closing shall survive the
Closing, subject to the limitations set forth in Section 3.3.
7.15 Successors and Assigns. Without limiting the restrictions on transfer set
forth in this Agreement, every provision of this Agreement shall be binding upon, and
shall inure to the benefit of, the successors (by merger or dissolution) and permitted
assigns of the parties, but not other transferees of any right or interest in the Property.
Except to the extent specifically described in this Section, there are no third party
beneficiaries to this Agreement.
7.16 Objective Construction. This Agreement reflects the negotiated agreement
of the parties. Accordingly, this Agreement shall be construed as if both parties jointly
prepared this Agreement and no presumption against one party or the other shall govern
the interpretation or construction of any of the terms of this Agreement.
7.17 Acquisition Under Threat Of Condemnation. Buyer and Seller
acknowledge and agree that Buyer is acquiring the Property, and Seller is selling the
Property, under threat of condemnation by the Buyer, and that therefore the disposition
of the Property by Seller pursuant hereto shall be subject to the provisions of Internal
Revenue Code § 1033 and any comparable provisions of California state income and/or
franchise tax law(s). Buyer and Seller agree to take any and all reasonable actions as
may assist Seller in qualifying for tax treatment of this transaction as an "involuntary
conversion" under said tax laws.
BRGHBOTY/SALETAGR
08/12/98 (1)
17
7.18 Certain Seller Post -Closing Obligations. After the Closing (if any), Seller
agrees to disconnect and remove any and all existing water lines from the Property
within sixty (60) days after receipt of written notice to do so received by Seller from the
Buyer's Department of Public Works in connection with Buyer's Contemplated
Improvements, and release or quitclaim to Buyer any easements or property interests
owned by Seller and related to said water lines.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written, and such date shall be considered for all purposes to be the
date of this Agreement.
I AND APP ED:
�r
//7 1
irector of Public Works
REVIEWED AND APPROVED;
City Ad istrator
Seller:
DOUGLAS REALTY COMPANY, INC.,
a C;kIifnrnia rnrnnmtinn
Its:
DIRECTOR -BUSINESS OPERATIONS
Buyer:
CITY OF HUNTINGTON BEACH
By:
Mayor
ATTEST:
Clerk-i�'9br /
APPROVED AS TO FORM:
City Attorney
V-1,
BRUHBOTY/SALETAGR
18 08/12/98 (1)
s 89' 2a' 56" E S98.05'
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PECK RESER VOIR
EXPANSION SITE
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PARCEL MAP
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SCALE: 1 "-100'
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wai 1 ur WlfUC'vT W/7' 1 0 .b Ter_ or1• tnlSa9 ==
N 2,119,104.000
E 3.022.280.383
EXHIBIT "A"
CITY OF HUNTINGTON - BEACH
DEPARTMENT of PUBLIC WORKS
•
EXHIBIT ."A'
LEGAL DESCRIPTION
PECK RESERVOIR EXPANSION
A.P. NUMBER 195-1-12-06 & 07
AcquW ion of property which is defined as that portion of the northwest one -quarter of
Section 9, Township 5 South Range 11 West, San Bernadiao Base and Meridian, in the
City of Huntington Beach, County of Orange, State of California as shown on the Parcel
Map No. 93-202 recorded in Book 281, Pages 3 and.4, of Parcel Maps, in the office of the
County Recorder of said County described as follows:
Commencing at the centerline intersection of Bolsa Avenue and Springdale Street as
shown on a Parcel Map No. 93-202 recorded in Book 281, Pages 3 and 4, of Parcel Maps
in the office of said County Recorder; thence North 00° 16' 04" Bast, 1,475.00 feet along
the centerline of said Springdale Street; thence North 89' 43' 56" West, 50.00 feet;
thence along aline parallel to the centerline of Springdale Street North 000 16' 04" East,
401.02 feet to the TRUE POINT OF BEGINNING; thence North 890 28' 56" West,
326.05 feet to a point on the westerly line of Parcel 3 of said Parcel Map 93-202; thence
continuing North 891128' 56" West, 272.00 feet to a point on the westerly line of Parcel 2
of said Parcel Map 93-202; thence along a line parallel to the centerline of Springdale
skeet North 00° 16' 04" East, 180.00 feet to the northwesterly comer of Parcel 2 of said
Parcel Map 93-202; thence South 99' 28' 56" East, 272.00 feet to the narthwesterly
cornea of Parcel 3 of said Parcel Map 93-202; thence South 89° 28' 56" East, 326.05 feet
to the northeasterly corner of Parcel 3 of said Parcel Map 93-202; thence along a line
parallel to the centerline of Springdale Street South 00° 16' 04" West, 180.00 feet to the
TRUE POINT OF BEGINNING.
Containing an area of 2.47 Acres, more or less.
u'
- lig:-Iyo
ny A. Folaron
R.C.E. 13343, Exp. 12/31/01
29168.01
EXHIBIT "B"
GRANT DEED
RECORDING REQUESTED BY
WHEN RECORDED, MAIL TO:
Attention:
MAIL TAX STATEMENTS TO ADDRESS ABOVE
(Space above for Recorder's Use Only)
Parcel No.
CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA
[Statement Of Tax Due and Request that Stamps not be Made Part of the Permanent
Record to be filed separate from the Grant Deed.]
FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, DOUGLAS REALTY COMPANY, INC., a California corporation
("Grantor"), hereby GRANTS to City of Huntington Beach ("Grantee"), the real property
in the City of Huntington Beach, County of Orange, State of California, described as
follows:
Parcel A: See Exhibit "1" attached hereto and incorporated herein by this
reference.
SUBJECT TO:
1. Current Taxes and Assessments.
2. All other covenants, conditions, restrictions, reservations, rights,
rights -of -way, easements and title exceptions of record as well as any matters that are
apparent from an inspection of the property described herein or which could be
ascertained from inquiry of party(ies) in possession.
IN
BRC1HBCITY/SALE7.AGR
08/12/98 (1)
r
3. Grantor has reserved a right of first refusal concerning the real
property conveyed hereby as set forth in that certain Agreement for Purchase and Sale
and Escrow Instructions between Grantor and Grantee dated , 1998.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of the date indicated.
DATED: 1998 DOUGLAS REALTY COMPANY, INC.,
a California corporation
37
Its:
BRGHBCITY/SALE7.AGR
08/12/98 (1)
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CITY OF HUNTINGTOW BEACH
DEPARTMENT OF PUBLIC WORKS
EXHIBIT "1"
LEGAL DESCRIPTION
PECK RESERVOIR EXPANSION
AP. NUMBER 195-112-06 & 07
Acquisition of property which is defined as that portion of the northwest one -quarter of
Section 9, Township 5 South, Range 11 West, San Bernadino Base and Meridian, in the
City of Huntington Beach, County of Orange, State of Califorai , as shown on the Parcel
Map No. 93-202 recorded in Book 281, Pages 3 and.4, of Parcel Maps, in the office of the
County Recorder of said County described as follows:
Commencing at the centerline intersection of Bolsa Avenue and Springdale Street as
shown on a Parcel Map No. 93-202 recorded in Book 281, Pages 3 and 4, of Parcel Maps
in the office of said County Recorder, thence North 00° 16' 04" fast, . 1,475.00 feet along
the centerline of said Springdale Street; thence North 89° 43' 56" West, 50.00 feet;
thence along aline parallel to the centerline of Springdale Street North 00° 16' 04" East,
401.02 feet to the TRUE POINT OF BEGINNING; thence North 890 28' 56" West,
326.05 feet to a point on the westerly line of Parcel 3 of said Parcel Map 93-202; thence
continuing North 89128' 56" West, 272.00 feet to a point on the westerly line of Parcel 2
of said Parcel Map 93-202; thence along a line parallel to the centerline of Springdale
Street North 000 16' 04" East, 180.00 feet to the northwesterly corner of Parcel of said
Parc.e: Map 93-202; thence South 89' 28' 56" East, 272.00 feet to the northwesterly
comes of Parcel 3 of said Parcel Map 93-202; thence South 89° 28' 56" East, 326.05 feet
to the northeasterly corner of Parcel 3 of said Parcel Map 93-202; thence along a line
parallel to the centerline of Springdale Street South 00° 16' 04" West, 180.00 feet to the
TRUE POINT OF BEGINNING. ' -
Containing as arrs of 2.47 Acres, more or less.
Anth,&y A_ Folaron R. C.E. 12343, Exp. 12,03 1101
29168.01
EXHIBIT "C"
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (the "Assignment") is made and entered into
as of , 199_, by and between DOUGLAS REALTY COMPANY, INC., a
California corporation ("Assignor") and City of Huntington Beach ("Assignee"), effective
as of the date hereof.
1. For value received, Assignor hereby assigns and transfers to Assignee
all of Assignor's right, title and interest, if any, in and to the following: .
(a) all appraisal, engineering, soils, environmental ground water,
grading, architectural, remediation and other reports, studies and plans relating to the
real property described in Exhibit "1" attached hereto (the "Real Property") or
contemplated development thereof in the possession of Assignor; and
(b) all other tangible and intangible personal or other property
rights and appurtenances, including all warranties, guarantees and indemnities relating to
the Real Property or other items of the personal property, including, without limitation,
all development rights, drawings, mineral rights, interests, privileges and appurtenances
and all business licenses, permits and certificates pertaining to the Real Property, which
Assignor has the right and power to assign.
2. This Assignment shall be binding on and inure to the benefit of the
parties hereto, their heirs, executors, administrators, successors -in -interest and assigns.
3. In the event of any controversy arising out of or in connection with
this Assignment, the prevailing party in any such action or proceeding shall be entitled to
receive from the other party all costs and expenses, including actual attorneys' fees,
disbursements, and court costs reasonably incurred by the prevailing party in connection
with such action or proceeding.
4. This Assignment shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State of California applicable
to agreements made and to be performed wholly within the State of California.
5. This Assignment may be executed in counterparts, each of which
shall constitute an original, but all of which shall collectively constitute one Assignment.
C-1
BRGHBOTY/SALETAGR
08/12/98 (1)
. IN WITNESS WHEREOF, this Assignment has been executed effective as of
the date first above written.
ASSIGNOR:
DOUGLAS REALTY COMPANY, INC., a
California corporation
LIM
Its:
ASSIGNEE:
CITY OF HUNTINGTON BEACH, a
California corporation
Its:
C-2
BRUHBCITY/sALE7.AGR
08/12/98 (1)
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SCALE: 1'=100'
BOLSA AV. _
SE CORNER SECS. TSS. R11W. FD. CITY OF HUNTINGTON BEACH
WELL MONUMENT W/2'.I.P. as TAG RCE 10655•PER --�
P.M.B. 159/11-13 O.CS. CPS POINT NO. 5129,
N 2.219.104.000
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EXHIBIT "7"
CITY OF HUNTINGTON BEACH
DEPARTMENT OF PUBLIC WORKS
M
RCA ROUTING SMEET
INITIATING DEPARTMENT:
Administrative Services
SUBJECT:
PECK WATER RESERVOIR EXPANSION
COUNCIL MEETING DATE:
August 17, 1998
nvr� M;: r r�:v n Sri i� r v
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution (w/exhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Attached
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attorney)
Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attorney)
Not Applicable
Certificates of Insurance (Approved by the City Attorney)
Not Applicable
Financial Impact Statement (Unbudget, over $5,000)
Not Applicable
Bonds (If applicable)
Not Applicable
Staff Report (If applicable)
Not Applicable
Commission, Board or Committee Report (If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
<EXPLANATION FOR RETURN OF ITEM
RCA Author: Paul Larkin
ATTACHMENT #2
AWN
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POINT OF BEGINNING---_
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SCALE: 1 "=100'
SE CORNER SECS, T5S, R11W, F0. CITY OF HUNTINGTON BEACH
WELL MONUMENT W/2"I.P. & TAG RCE 10655 PER
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a oQROFESS
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EXH/BI T "B"
AP# 195-112-6&7
PECK RESERVOIR EXPANSION
CITY OF HUNTINGTON BEACH
0 L91
ol mj
DEPARTMENT OF PUBLIC WORKS
EXHIBIT ."A"
LEGAL DESCRIPTION
PECK RESERVOIR EXPANSION
A.P. NUMBER 195-1-12-06 & 07
Acquisition of property which is defined as that portion of the northwest one -quarter of
Section 9, Township 5 South, Range 11 West, San Bemadino Base and Meridian, in the
City of Huntington Beach, County of Orange, State of California as shown on the Parcel
Map No. 93-202 recorded in Book 281, Pages 3 and 4, of Parcel Maps, in the office of the
County Recorder of said County described as follows:
Commencing at the centerline intersection of Bolsa Avenue and Springdale Street as
shown on a Parcel Map No. 93-202 recorded in Book 281, Pages 3 and 4, of Parcel Maps
in the office of said County Recorder; thence North 00016' 04" East.,-1,475.00 feet along
the centerline of said Springdale Street; thence North 890 43' 56" West, 50.00 feet;
thence along a line parallel to the centerline of Springdale Street North 00° 16' 04" East,
401.02 feet to the TRUE POINT OF BEGINNING; thence North 89° 28' 56" West,
326.05 feet to a point on the westerly line of Parcel 3 of said Parcel Map 93-202; thence
continuing North 89° 28' 56" West, 272.00 feet to a point on the westerly line of Parcel 2
of said Parcel Map 93-202; thence along a line parallel to the centerline of Springdale
Street North 00' 16' 04" East, 180.00 feet to the northwesterly comer of Parcel 2 of said
Parcel Map 93-202; thence South 89° 28' 56" East; 272.00 feet to the northwesterly
corner of Parcel 3 of said Parcel Map 93-202; thence South 89° 28' 56" East, 326.05 feet
to the northeasterly comer of Parcel 3 of said Parcel Map 93-202; thence along a line
parallel to the centerline of Springdale Street South 00° 16' 04" West, 180.00 feet to the
TRUE POINT OF BEGINNING.
Containing an area of 2.47 Acres, more or less.
Also shown on Exhibit "B" attached hereto and by this referance made a part hereof.
An ny A. Folaron
R.C.E. 23343, Exp. 12/31/01
29168.01
CONNIE BROCKWAY CITY CLERK This document W lectronically recorded by
' CITY OF HUNTINGTON BEACH
r http://www.ci.huntington-beach.ca.us • cago Title
P O BOX 190 - 2000 MAIN STREET
HUNTINGTON BEACH CA 92648 Recorded in the County of Orange, California
Recording Requested by ) Gary L. Granville, ClerklRecorder
City of Huntington Beach > ' IIIII 1111111111111111111111111111111111111111111 No Fee
When recorded, mail to ) 19980619770 04:30PM 09/15/98
City Clerk ) 004 20016620 20 63
City of Huntington Beach ) G011104 0.00 6.00 30.00 0.00 0.00 0.00 0.00
2000 Main Street )
Huntington Beach, CA 92648 ) 0.000.00
� DR(lo�nH�- IP�E�.oR,.foe0
boe.0 MBnr i r1 tDS 1= «e r 4 Ow rvT
So (% 77� U � [SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY)
�b
GRANT OF EASEMENT FOR WATER LINES
Preamble and Recitals
� This Agreement is entered into as of
10 1998, by and
between Douglas Realty Company, a California corporation (hereinafter referred to as
4
"Grantor"), and City of Huntington Beach, a municipal corporation (hereinafter referred
This document Is solely for the
to as "Grantee"). official business of the City
of Hunt ngton Beach, as contem-
M Plated under Government Code
Sec. 6103 and should be recorded
free of charge.
A. Grantor is the owner of certain real property situated in the City of
Huntington Beach (hereinafter referred to as the "Servient Tenement"), and more
particularly described as follows:
Parcel 2 of Parcel Map 93-202, as recorded at Pages 3 and 4,
Book 281, of Parcel Maps Records of Orange County,
California
B. Grantee is the owner of certain real property known as the Peck Reservoir,
and situated in the City of Huntington Beach (hereinafter referred to as the "Dominant
Tenement"), and more particularly described collectively as follows:
The southerly 150 feet of Block 3202 excepting therefrom the
easterly 150 feet thereof; northerly 324 feet of Block 3101
hX*,-atnpt4*oa mmentA9"i CVnd 3102; and the easterly 21 feet of the south half of Block
0" OF HUNTINGTON Bi;ACV3201, all in the East Side Villa Tract as shown on the map
le Brockway, CI Clerk
3� BRC\HBCITY\EASEMENT.WL4
-1- 08/28/98 (1)
puty City Clerk
il
r
recorded in Book 4, page 65, Miscellaneous Maps, Orange
County; and
that certain real property described on Exhibit A attached
hereto and incorporated herein by this reference.
C. Grantee desires to acquire in and over a portion of the Servient Tenement
an easement for the installation, operation and maintenance of a subterranean reservoir
drain line and a subterranean well water line to serve the. Dominant Tenement;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is acknowledged, Grantor and Grantee hereby agree as follows:
1. Grantor hereby grants to Grantee a permanent easement
("Easement") over that portion of the Servient Tenement being a twenty (20) foot wide
strip of land as described on Exhibit "B" attached hereto and incorporated herein by this
reference ("Easement Area") to construct, reconstruct, maintain, operate, repair, remove,
and replace a subterranean drain line, a subterranean well water line, and subterranean
appurtenances and/or improvements reasonably necessary thereto in and under the
Easement Area to serve the Dominant Tenement. The lines, pipes, appurtenances and/or
improvements may be installed by Grantee at any time (at Grantee's sole cost and
expense). Said Easement includes the right to temporarily stage equipment and vehicles
on the surface of the Easement Area for purposes of constructing and maintaining the
aforesaid well water line, reservoir drain line, appurtenances and/or improvements.
Grantee agrees to provide the Servient Owner (as hereafter defined) with reasonable
advance notice of the Grantee's intent to enter the Easement Area and/or exercise its
rights under this Agreement, except in the event of emergency.
2. 1 Grantor and Grantee agree that the Easement is being granted upon
the following terms:
BRC\HBCITIIEASEMENT.W L4
-2- 08/28/98 (1)
i
r
a. Grantor and its successors, assigns and transferees may use
the Easement Area as a driveway or vehicular or pedestrian travelway, provided however
that Grantee may excavate any such improvements now or hereafter installed over the
Easement Area for the purpose of maintaining the well water line, reservoir drain line,
appurtenances and/or improvements permitted hereunder, but only if it repairs or repaves
such improvements and provides at all times reasonable alternate access to and from the
Servient Tenement.
b. Grantor, on behalf of itself and each and all future owner(s)
of all or any portion of the Servient Tenement or any interest therein (each respectively,
a "Servient Owner") hereby grants to Grantee the right of ingress and egress with any
vehicles and construction equipment reasonably necessary or appropriate for the
maintenance and repair of the water line, drainage line, appurtenances and/or
improvements permitted hereunder.
C. Servient Owner agrees not to construct building(s) or
structure(s) or permit parking over the Easement Area; provided, however that Servient
Owner may construct and install landscaping and/or planter(s) at and over the
northernmost twenty (20) feet of the Easement Area. Further, Servient Owner shall
submit, in advance, all plans for installation and construction or reconstruction of any
improvements on the Easement Area to Grantee for review and written approval, which
approval shall not be unreasonably withheld or delayed. In the event that Servient
Owner requests Grantee's approval or consent under this Agreement, if Grantee fails to
respond to such request(s) within sixty (60) days, then such Grantee approval and/or
consent shall be conclusively deemed given as to such matter(s); provided, however, that
B RC\H BCITIIEASEM E NT.W L4
-3- 08/28/98 (1)
ni
no such Grantee approval and/or consent shall excuse or affect any permit requirements
which otherwise may affect the Servient Owner's proposed action(s).
d. Servient Owner shall not change the existing grade or
otherwise modify the topography of the Easement Area without the prior written consent
of Grantee, which consent shall not be unreasonably withheld or delayed. In the event
that Servient Owner requests Grantee's approval or consent under this Agreement, if
Grantee fails to respond to such request(s) within sixty (60) days, then such Grantee
approval and/or consent shall be conclusively deemed given as to such matter(s);
provided, however, that no such Grantee. approval and/or consent shall excuse or affect
any permit requirements which otherwise may affect the Servient Owner's proposed
action(s).
e. Grantee's access over and across the Easement Area shall be
reasonably maintained by Servient Owner during the term of this Easement.
f. Grantee shall be obligated to maintain, repair and restore the
Easement Area, inclusive of any compaction failures, and/or any well water line,
reservoir drain line, appurtenances and/or improvements connected therewith and
permitted hereunder, and shall be liable for any damages caused to the Servient Owner
by reason of Grantee's possession or use of the Easement Area or exercise of its rights
hereunder.
3. This Agreement shall be recorded and shall be construed to be a
covenant running against the Servient Tenement and in favor of the Dominant Tenement
(and, with respect to Servient Owner's rights, in favor of the Servient Tenement), and
shall be enforceable by Servient Owner, Grantee, and their successors, assigns, and
transferees. Each Servient Owner shall only be liable hereunder during its period of
B RC\H B CITI SEAS EM E NT. W L4
-4- 08/28/98 (1)
ownership of all or any portion of the Servient Tenement or any interest herein and such
respective Servient Owner shall in no event be liable for any acts or omissions of any
other Servient Owner occurring prior to or after the respective Servient Owner's period
of ownership.
4. If any legal action or proceeding arising out of or relating to this
Agreement is brought by either party to this Agreement, the prevailing party shall be
entitled to receive from the other party, in addition to any other relief that may be
granted, the reasonable attorneys' fees, costs and expenses incurred in the action or
proceeding by the prevailing party.
5. This Agreement constitutes the entire agreement between Servient
Owner and Grantee relating to the above Easement. Any prior agreements, promises,
negotiations or representations not expressly set forth in this Agreement are of no force
and effect. Any amendment to this Agreement shall be of no force and effect unless it is
in writing and signed by Servient Owner and Grantee.
B RC\H B CITY\EAS EM E NT. W L4
-5- 08/28/98 (1)
if-
6. This Agreement shall be binding on and shall inure to the benefit of
the heirs, executors, administrators, successors, and assigns of Servient Owner and
Grantee, except as otherwise provided in this Agreement.
icl..
Executed on Aagust' ° 1998.
GRANTOR
DOUGLAS REALTY COMPANY, INC.
a California corporation
pa
boa
ATTEST:
L/-'�O.Czz- L . � �, 4'� � -
City Clerk
1)
REVIEWED AND APPROVED AS TO
FORM AND CONTENT:
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
APPROVED AS TO FORM:
By: Rt
{City Attorney
f4w( bA/cssnndy,
Print Name
REV ND APPROVE
By:
Director of Public Works
F. ce'4'w,rle y
Print Name
REVIEWED AND APPROVED:
City AdAiTnistrator
• /vc
Print Name
APPROVED AS TO FORM.-i
GAIL HUTTON' , City Attorney
By:; Deputy City Attorney
`i�q�
IRI
BRC1HBCIT1 WEMENT.WL4
08/28/98 (1)
•
•
State of California
County of Los Angeles
On September 10, 1998 before me, Dely De Leon, Notary Public, personally appeared Philip W.
Cyburt personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal
DELY DE LM
Cm MWM • 1107178
Notary MW - C **rdO
Los Ang" CCU* L
My Comm. Exptres Jul 31, =1
Document: Grant of Easement for Water Lines - Huntington Beach
L-PURP02 ACKNOWLEDGMENT •
CALIFORNIA
ORNI A A
State of L���li2GGi
County of ytlr��
On �Qf ���� before me, C� �• ���°-�
Date // Naman Title of Officer (e.g., "Jane Doe, Notary Pu ")
personally appeared SN�y/ey 7)'aH a Pe pr!` ;e— �'jrac�c�tr —
Name(s) of Signer(s)
, qS rsonally known to me - - 7 proved to me a to be the person
whose name Qft re ubscribed to the within instrument
and acknowledged to me that ftetft%fD executed the
same in Nmie<gRauthorized capacity(�s , and that by
the) signature) on the instrument the persoro
LAURA a NELSON or the entity upon behalf of which the person Dacted,
CommWon r 1066263
-� Notary Pubpc — Confornia executed the instrument.
Orange County
MY Comm. Expires JU23, IM WITNESS m nd and official seal.
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 / QQ
Title or Type of Document: l.T/" & Se er ��. Lt`ceS - iegl: 1e4eJ'ei'vo;i
Document Date: `�� / / a
Signer(s) Other Than Named Above: /l"i) W- eyhur °
Serf
Capacity(ies) Claimed by Signer(s)
Signer's Name: S1_✓ !eV Z)efflo�C^
Individual
C Corporate Officer
Title(s):
❑ Partner — ❑ Limited
C Attorney -in -Fact
C Trustee
❑ General
Guardian or Conservator
`z Other: 'Lilt r-/d-r Top of thumb here
Signer Is R
Number of Pages: 5 �7ZUs
inG/udc GLl�wt4
ra-
Signer's Name: ngn;e
Individual
Corporate Officer
Title(s):
Partner — ❑ Limited
Attorney -in -Fact
Trustee
❑ General
Guardian r Conservator - -
Other: Cr t, G&i"here
Signer Is
Representing: "''lam'`'
01995 National Notary Association • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309.7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827
01995 National Notary Association • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309.7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827
EXHIBIT "A"
LEGAL DESCRIPTION
LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE AND
DESCRIBED AS FOLLOWS:
THE NORTH 180 FEET OF PARCELS 2 AND 3 OF PARCEL MAP 93-202, IN THE CITY
OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 281, PAGES 3 AND 4 OF PARCEL MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL
OIL, GAS, CASINGHEAD GAS, AND OTHER HYDROCARBON OR MINERAL
SUBSTANCES (ALL THEREOF HEREAFTER REFERRED TO AS "RESERVED
SUBSTANCES") IN, UNDER OR THAT MAY BE PRODUCED FROM SAID LAND,
TOGETHER WITH ALL RIGHTS INCIDENT THERETO, INCLUDING THE EXCLUSIVE
RIGHT OF INGRESS AND EGRESS AT ALL TIMES FROM THE PURPOSE OF MINING,
DRILLING AND EXPLORING SAID LAND FOR SAID RESERVED SUBSTANCES AND
FOR THE PURPOSE OF REMOVING SUCH RESERVED SUBSTANCES THEREFROM,
PARTICULARLY INCLUDING THE RIGHT OF ENTRY AT ANY AND ALL TIMES UPON
AND INTO ANY AND ALL PARTS OF THE SAID LAND, BELOW A DEPTH OF 500
FEET FROM ITS SURFACE, BY SLANT OR DIRECTIONAL DRILLING FROM OTHER
LAND INTO AND PENETRATING THE SAID LAND BELOW SUCH DEPTH OF 500
FEET FROM THE SURFACE THEREOF, BUT NOT INCLUDING ANY RIGHT (AND
THERE SHALL BE NO RIGHT UNDER SUCH EXCEPTION AND RESERVATION) OF
ENTRY UPON OR USE OF THE SURFACE, OR OF THE SUBSURFACE ABOVE A
DEPTH OF 500 FEET BELOW THE SURFACE OF ANY SAID LAND, AS RESERVED BY
DOROTHY T. PECK FLYNN ET AL., IN THE DEED RECORDED JANUARY 18, 1966 IN
BOOK 7811, PAGE 645 OF OFFICIAL RECORDS.
EXHIBIT "B"
LF-GAL DESCRIPTION
RBSERVOIR EASEMENT
A.P. NUMBER 195-112-06
The easterly 20.00 feet of the westerly 50.00 feet of Parcel 2 of Parcel Map No. 93.202
in the City of Huntington Beach, County of Orange, State of California, as shown on a
map filed in Book 281, Pages 3 and 4, of Parcel Maps, in the office of the County
Recorder of said County.
Excepting therefrom the northerly 180.00 feet.
Containing an area of 0.184 acres, more or less.
Also shown on Exhibit °B-1° attached hereto and by this reference made a part hereof.
C
n r
Rory S. illiams
L.S. No, 6654
My License Expires 12/31/99
Rory S. Williams ;a
E.y, IMI'99
No.6654
4/1611996
04527
30'
50'
20'
EXHIBIT I'B-111
Sketch to Accompany LegaL Descriptim
--- - NB9'28'56'W 598.05'-------
PECK RESERVOIR
a .
to EXPAN51ON SITE 03 m
c-- - N89-28-56-W 59a.05' ----- 50'
n _ 272.79' -- - 325,26'
�� r :A R f c � � �•, ',ri
ti �� C •Cr 1�
z tb
Z `�44 Q. v,•�
SKy AB WAY Ir------- N89.2424•rr (aRivar oalvE) 598.
N
C
a
Ln
Ix
LLI
r-'
�dlk,
C-
HUNSAKER & ASSOCIATES RESERVOIR EASEMENT
I A V I N E , I N C .
PLANNING ■ ENGINEERING 9 SURVEYING
TMw Hugh" • mine, CA 9161e • PH: V14) se -W4 • PX: M0 56 CM IN THE CftY OF HUP(nNGTON BEACH, COUNTY OF ORANGE$ STATE OF CALIFORNIA
4-16-98 0 r None s� H. Foss a ° V. Edge SCALE: 1'-150' W.O. 2143-4
!: \SUMMIT3C\SCRATCH !" NONE H&A LEGAL NO. 45271 SHEET 1 OF 1
This document w*ago
lectronically recorded by
Title
CONNIE BROCKWAY CITY CLERK
CITY OF HUNTINGTON BEACH
P O BOX 190 - 2000 MAIN STREET
HUNTINGTON BEACH CA 92648
RECORDING REQUESTED BY
WHEN RECORDED, MAIL TO:
CONNIE BROCKWAY CITY CLERK
CITY OF HUNTINGTON BEACH
P 0 BOX 190 - 2000 MAIN STREET
HUNTINGTON BEACH CA 92648
Recorded in the County of Orange, California
GRANT DEEDGaryL. Granville, Clerk/Recorder
Illll�lllllllllllllllllllllllllllllllllllllllllllllll No Fee
19980619769 04:30PM 09/15/98
004 20016620 20 63
G02 5 04 NonDis 6.0012.00 0.00 0.00 NonDis
0.00 0.00 0.00
MAIL TAX STATEMENTS TO ADDRESS ABOVE 'DOevMp�7"
(Space above for Recorder's Use Only)
Pao�aE,e',-'Y zo�NTFx,
CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA
/n( De- sos F1Le.
Parcel No. 195-112-06, 07
[Statement Of Tax Due and Request that Stamps not be Made Part of the Permanent
Record to be filed separate.from the Grant Deed.]
FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, DOUGLAS REALTY COMPANY, INC., a California corporation
("Grantor"), hereby GRANTS to City of Huntington Beach ("Grantee"), the real property.
in the City of Huntington Beach, County of Orange, State of California, described as
follows:
Parcel A: See Exhibit "1" attached hereto and incorporated herein by this
reference.
SUBJECT TO:
1. Current Taxes and Assessments.
2. All other covenants, conditions, restrictions, reservations, rights,
rights -of -way, easements and title exceptions of record as well as any matters that are
This document is solely for the
official business of the City
of Huntington Beach, as contem-
plated under Government Code
Sec. 6103 and should be recorded
free of chargiL
Tax-Exempt-Goverhment Agency
CITY OF HUNTINGTON BEACH
,,eo1 Ie Brockway, City Ci
B
eputy City Clerk
BRC\HBC1MCL0SED0X\GRNTDEED.1
08/21 /98 (1)
' • •
apparent from an inspection of the property described herein or which could be
ascertained from inquiry of party(ies) in possession.
3. Grantor has reserved a right of first refusal concerning the real
property conveyed hereby as set forth in that certain Agreement for Purchase and Sale
and Escrow Instructions between Grantor and Grantee dated August 27, 1998.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of the date indicated.
DATED: b"�!, 1998 DOUGLAS REALTY COMPANY, INC.,
a California corporation
By:
PHILIP W. BURT
Its: VICE (DENT
APPROVED AS TO FOR11:1
GAIL HUTTO11v City Attorney
By-. Deputy City Attorney
�-�
y�41
BRCW BCIT11CL05EDOX\GRNTDEED.1
2 08/21/98 (1)
f
EXHIBIT "1"
LEGAL DESCRIPTION
LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE AND
DESCRIBED AS FOLLOWS:
THE NORTH 180 FEET OF PARCELS 2 AND 3 OF PARCEL MAP 93-202, IN THE CITY
OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER.
MAP RECORDED IN BOOK 281, PAGES 3 AND 4 OF PARCEL MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL
OIL, GAS, CASINGHEAD GAS, AND OTHER HYDROCARBON OR MINERAL
SUBSTANCES (ALL THEREOF HEREAFTER REFERRED TO AS "RESERVED
SUBSTANCES") IN, UNDER OR THAT MAY BE PRODUCED FROM SAID LAND,
TOGETHER WITH ALL RIGHTS INCIDENT THERETO, INCLUDING THE EXCLUSIVE
RIGHT OF INGRESS AND EGRESS AT ALL TIMES FROM THE PURPOSE OF MINING,
DRILLING AND EXPLORING SAID LAND FOR SAID RESERVED SUBSTANCES AND
FOR THE PURPOSE OF REMOVING SUCH RESERVED SUBSTANCES THEREFROM,
PARTICULARLY INCLUDING THE RIGHT OF ENTRY AT ANY AND ALL TIMES UPON
AND INTO ANY AND ALL PARTS OF THE SAID LAND, BELOW A DEPTH OF 500
FEET FROM ITS SURFACE, BY SLANT OR DIRECTIONAL DRILLING FROM OTHER
LAND INTO AND PENETRATING THE SAID LAND BELOW SUCH DEPTH OF 500
FEET FROM THE SURFACE THEREOF, BUT NOT INCLUDING ANY RIGHT (AND
THERE SHALL BE NO RIGHT UNDER SUCH EXCEPTION AND RESERVATION) OF
ENTRY UPON OR USE OF THE SURFACE, OR OF THE SUBSURFACE ABOVE A
DEPTH OF 500 FEET BELOW THE SURFACE OF ANY SAID LAND, AS RESERVED BY
DOROTHY T. PECK FLYNN ET AL., IN THE DEED RECORDED JANUARY 18, 1966 IN
BOOK 7811, PAGE 645 OF OFFICIAL RECORDS.
State of California
County of Los Angeles
On September 10, 1998 before me, Dely De Leon, Notary Public, personally appeared Philip W.
Cyburt personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal
MY DE LM
Comn-ftW • 1107178
-i - Notary Pu do — W t ria
my � JU 3n 200D
Document: Grant Deed - Huntington Beach
;,"j& CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CRY CLERK
DEED CERTIFICATION
CITY OF HUNTINGTON BEACH
This is to certify that the interest in real property conveyed by the Deed dated
September 10, 1998 from Douglas Realty Company, Inc., 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: September 15,1998
CITY OF HUNTINGTON BEACH
CONNIE BROCKWAY, CMC
CITY CLERK
By: "O/Ao &I'o )
elle Case
eputy City Clerk
gAfollowup\deedcerUdeed
(Telephone: 714-536-52271
Document No.
Date
Statement of tax due and request that stamps not be made a part of the permanent record in the
office of the County Recorder.
To: Orange County Recorder
Request is hereby made in accordance with the provisions of the Documentary Stamp Act, that
stamps be affixed to this form for later affixing to the accompanying document which names:
Douglas Realty Company, Inc
( Name of one grantor or lessor )
and
City of Hungtington Beach
( Name of one grantee or lessee )
The property described in the accompanying document is located in:
City of -Aluntington Beach
( Name of City or unincorporated area )
Documentary Transfer Tax due on the accompanying document is: S
The tax is is computed on: x Full value of property conveyed
M
Full value less liens and encumbrances
remaining at time of sate
TITLE
Signature of D�Iarant or Agent and Firm name )
•
•
j, II& CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
DATE:
�G4L.1-Y �20 ATTENTION: 8I1Ptf2
Nam
RD to D / '[�JDUp BLIA0. �o R064 DEPARTMENT:
Streej_
�Dllr. 18e444 22. /DIID -17od REGARDING: /)U,peS� OF t..jvr0
City, State, Zip
%0�2 P�G� �P�R voice GI//3-TPa2�
�i°fhV�Sion/
See Attached Action Agenda Item Date of Approval
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item.
Remarks:
�t�zzeA&T
Connie Brockway
City Clerk
/ 0R/6/NfYL
Attachments: Action Agenda Page ✓ Agreement
/ RCA
CC:
L �154 � dot D�ar0 ent / R rA/
Name Department RCA
Bonds
Insurance
Deed
Other
t9 0- 7-2
Agreement
Insurance Other
Agreement
Insurance Other
Name Department RCA Agreement Insurance Other
Nate _ Department RCA Agreement Insurang¢" Other
Risk Management Dept. Insurance
Received by Name - Company Name - Date
G:Fol lowup/coveritr
( Telephone: 714-535-5227 )
t
L
•
•
;, W CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CRY CLERK
c
September 15, 1998
Chicago Title Company
16969 Von Karman
Irvine, California 92606
Enclosed please find Grant Deed No. 5689 and Grant of Easement for Water Lines
No. 5690 to be recorded and returned to the City of Huntington Beach, Office of the City
Clerk, 2000 Main Street, Huntington Beach, CA 92648.
Please conform the enclosed copies of the documents and return to this office in the
enclosed self-addressed stamped envelope.
�& e4
Connie Brockway, CMC
City Clerk
Enclosure: Grant Deed No. 5689 and Grant of Easement for Water Lines No. 5690
Between Douglas Realty Company, Inc., and the City of Huntington Beach
(Telephone: 714-536-5227)
t SEP-14-1998 13:09 HICAGO TITLE C&I ESCROW • 949 752 8043 P.02i10
C--2LdM )VV INb I HUG.: I IL)NS
TO: CHICAGO TITLE COMPANY, licensed by the California Department of Insurance
16969 VON KARMAN, IRVINE, CA 92606
(949)263.0123 Fax (949)752-8043
Escrow No. 8301464 - Mi 9 Escrow Officer Lord Beasley
1 • On or before the TIME LIMIT DATE of September 18, 1998
Date September 11, 1998
2.
3• The undersigned hands you a copy of an executed copy of "AGREEMENT FOR PURCHASE AND SALE OF
4. PROPERTY AND ESCROW INSTRUCTIONS", hereinafter the Agreement, dated as of July _, 1998, executed by
5. DOUGLAS REALTY COMPANY, INC., a California corporation, as Seller, and THE CITY OF HUNTINGTON BEACH,
E. as Buyer. Seller and Buyer hereby instruct Escrow Holder for the purposes of this escrow to consider the copy of the
7. Agreement as delivered to Escrow Holder as an originally executed copy of same
e.
9, You as Escrow Holder, are instructed to act in accordance with the terms and conditions of said Agreement insofar
10. as is required to close this escrow. Specifically, you are to be concerned only with the following paragraphs of the
11, Agreement: Sections 1.1 through 1.5, 1.7 (as called for herein), 2.1, 2.3, Article IV, Sections 5.2, 6.1, 7.1, 7.4 through
12. 7.10, and 7.13. Further, the Additional Instructions attached hereto are hereby incorporated herein, and by execution
13. of these instructions, the undersigned agree to same.
14,
Is. All other terms, conditions and provisions of the Agreement affect the principals only, and you, as Escrow Holder, are
1s. not to be concerned or liable therefore, The undersigned, as principals of the Agreement, hereby agree as a
17. condition of your acceptance of the limited agency, to be bound by the General Provisions attached hereto and
18. incorporated herein by this reference.
19,
20.
21.
22.
23. CHI AG LE COMP
24.
2s.�
2
27. rr) Beasle
28, Senior Co mercial Escrow Officer
29.
30,
31.
32,
33.
34.
35.
35.
37,
38.
39.
40,
41,
42.
43.
44.
45.
46.
47.
48.
49.
MISh .•10(11(8@EN
(Page 1)
SEP-14-1998. 13:09 RGO TITLE C&I ESCROW 949 752 6043 P.03i10
0 •
ESCROW INSTRUCTIONS (Continued)
TO: CHICAGO TITLE COMPANY
2,
3•
4,
c
E.
7,
2,
5.
t 0-
ti.
12.
13,
14.
1 9.
16.
17,
18.
19.
20.
21,
22.
23,
24.
25.
26.
27.
28,
29.
30.
31,
32.
33.
34.
35,
3s.
37.
38.
39.
40.
41.
42.
43,
44.
45.
46.
47.
ADDITIONAL INSTRUCTIONS:
Escrow No. 8301464 - M19
Date September 11, 1998
A. The date of the "Opening of Escrow" as referenced in Section 4;1 of the Agreement is September 3, 199B.
For purposes of the Agreement, the Effective Date shall be considered to be August 17, 1998.
B. The exact legal description of subject property shall be determined upon recordation of the Lot Line Adjustment
Escrow Holder Is hereby instructed to attach the final Legal Description to the Grant Deed upon concurrent
recordation of the Lot Line Adjustment and over all signatures thereon.
C. Escrow Holder is instructed to debit Buyer's account and credit Seller's account at closing with the Easement
Price as referenced In Section 1.5 of the Agreement.
D. Seller shall deliver or caused to be delivered to Escrow Holder the documents as required to remove the property
from the CC&R's as referenced in Section 1.7 of the Agreement. Escrow Holder is instructed to debit Buyer's
account for any recording fees in connection with same.
E. Escrow Holder is hereby advised that Buyer has approved the Property as referenced in Section 2.3 of the
Agreement. Escrow Holder shall not be further concerned with same.
F. Escrow Holder is instructed to prorate the real property taxes affecting subject property based on the percentage
of subject property to the total assessed parcels, based on the latest available tax bill, crediting Buyer's account and
debiting Seller's account for same at closing. Escrow Holder shall not be further concerned with same.
G. Pursuant to the provisions of Section 4.5 (a) of the Agreement, Buyer shall each pay $2,261.40 representing the
Escrow Fee.
H. Escrow Holder is instructed to consider that Buyer is NOT requesting the issuance of the ALTA Extended Owner's
Policy of Title Insurance, and Escrow Holder shall cause the CLTA Owner's Policy of Title Insurance to be issued in
connection with the closing of this transaction.
1. Buyer shall furnish Escrow Holder with a completed Preliminary Change of Ownership Report required by the
County Assessor, to be attached to the Grant Deed recording herein. If Escrow Holder is not in receipt of the form
prior to the close of this escrow, or if the form Is not complete or acceptable to the County Recorder, Buyer agrees to
pay an additional recording fee of $20.00 through and at the closing of this escrow.
Chapter 598, Statutes of 1989, effective January 1, 1990, mandates certain hold periods for any type of check
(including Cashier's Checks) being deposited in this escrow prior to disbursement being able to take place. Delays in
closing and/or delays in releases of funds prior to closing will occur if funding is by other than a bank wire. PLEASE
BE ADVISED THAT THESE WIRE INSTRUCTIONS SUPERSEDE ANY WIRE INSTRUCTIONS THAT MAY HAVE
BEEN INCLUDED IN YOUR PRELIMINARY TITLE REPORT. Our wire instructions areas follows:
Wired in funds are to go to:
UNION BANK 2001 Michelson Drive, Irvine, CA 92714
for deposit into:
BEIICSH-10/14/99bk
(Page 2 )
SEP-14-1999 13:10
0 CAGO TITLE C& I ESCROW • 949 752 e043 P. 04i10
ESCROW INSTRUCTIONS (Continued)
TO: CHICAGO TITLE COMPANY
1.
2.
3.
4.
5.
6.
7.
8.
s,
10.
11.
12.
13.
14.
15.
16.
17,
18,
19.
20.
21.
22.
23,
24,
25.
26,
27.
28.
29.
30.
31.
32.
33.
34.
35,
36.
37.
38,
39.
40.
41.
42.
43,
44,
45.
46,
47.
Escrow No. 8301464 - M19
Date September 11, 1998
Chicago Title Company -Irvine C&I/Subdivislon - Account Number 9120052915
for credit of Escrow No. (INSERT YOUR ESCROW NUMBER HERE)
The ABA routing number is: 1 2 2 0 0 0 4 9 6
In the event Escrow Holder is requested to transmit funds by wire transfer, provided that funds are wired in
accordance with written instructions, Chicago Title shall not be liable for any act or omission of any financial
institution or any other person, nor shall Chicago Title have any liability for loss of funds or interest thereon. Should
Chicago Title Company fail to follow said written instructions then, in no event will damages exceed interest at a rate
equal to Fed Funds rate, adjusted daily, for the number of days that such funds are unavailable. CHICAGO TITLE
COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL
DAMAGES, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT WHETHER THE
LIKELIHOOD OF SUCH DAMAGE WAS KNOWN TO CHICAGO TITLE. The undersigned shall indemnify and hold
harmless Chicago Title, its successors or assigns, from any loss, liability and cost incurred as a result of any incorrect
information supplied. The party being debited for said disbursement agrees to pay Escrow Holder a fee of $25.00 for
each wire.
Parties to this transaction are aware and understand that as a result of the passage of the Tax Reform Act of
1986 which added Section 6045(e) to the Internal Revenue Code, the closing of this transaction will be delayed in the
event Seller(s) to this escrow should refuse to remit to Escrow Agent/Holder, prior to close of escrow, "Seller's
Certification for Compliance with Real Estate Reporting Requirements," with all necessary information fully completed
and duly executed.
Escrow Holder shall not be concerned with, or liable for payment, adjustment or proration of, Supplemental
Taxes assessed pursuant to Chapter 498, Statutes of 1983, State of California, unless specifically reflected on the Tax
Assessor's rolls. All assessments not shown on the tax rolls are to be adjusted outside of escrow. The title policy will
contain an exception for the lien of any assessment of Supplemental Taxes assessed pursuant to Chapter 498,
Statutes of 1983.
SEIICSH-10/14/99bk
(Page 3 )
SEP-14-1999 13t10 AGO TITLE C&I ESCROW
of rnvviomiryJ
Ily49 752 8043 P.05i10
TO: CHICAGO TITLE COMPANY
Eacrow No, 8301464 - ,M19
Data September 11, 1998
1. Time is of the essence of these instructions. If this escrow is not in a condition to close by the TIME LIMIT DATE as provided for herein and
written demand for cancellation Is received by you from any principal to this escrow after said date, you shall act in accordance with paragraph
7 of the General Provisions. If no conflicting instruction or demand for cancellation is made, you will proceed to close this escrow when the
principals have complied with the escrow instructions. In the event one or more of the General Provisions are held to be invalid in judicial
proceedings, those remaining will continue to be operative. Any -amendments of or supplements to any instructions affecting escrow must be
in writing. You are authorized to order demands for, and pay at the close of escrow any encumbrances of record necessary to place title in the
condition called for without further authorization. You are further authorized, prior to the close of escrow, to pay from funds on deposit any
fees necessary to obtain any demand and/or report as may be required In this escrow and at the close of escrow charge the parties as
appropriate. The principals will hand you any funds and instruments required from each respectively to complete this escrow. Interest on any
new financing may begin to accrue on the date loan funds/proceeds are disbursed by the now lender, and borrower agrees to pay same in
accordance with lender's instructions.
2. You are instructed to deliver and/or record all documents and disburse all funds when you can comply with these instructions and issue any
title insurance policy as called for herein. These instructions, together with any amendments and/or supplements, may be executed in
counterparts and together shad constitute one and the same document. If these instructions relate to a sale, buyer agrees to buy and seller
agrees to sell upon the terms and conditions hereof. All documents, balances and statements due the undersigned are to be mailed to the
respective addresses shown herein, unless otherwise directed. In the event that any party to this escrow utlllzes facsimile transmitted signed
documents, all parties hereby agree to accept and hereby instruct the escrow holder to rely upon such documents as if they bore original
signatures. Buyer and sailor further acknowledge that any documents to be recorded bearing non original (facsimile) signatures will not be
accepted for recording by the county recorder.
3. The phrase 'close of escrow" (or COE) as used in this escrow means the date on which documents are recorded, unless otherwise specified.
4. Assume a 30 day month in any proration herein provided, and unless otherwise instructed, you are to use the information contained in the
latest available tax statement; including any supplemental taxes of record, rental statement as provided by seller and beneficiary's or
association statements delivered into escrow for proration purposes,
5. Upon close of escrow you are Instructed to charge our respective accounts the costs attributable to each, including but not limited to costs as
provided for herein and/or in accordance with our respective estimated statements attached hereto and made a part hereof.
S. Recordation of any instruments delivered through this escrow, if necessary or proper for the issuance of the policy of title insurance called for,
is authorized. No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested.
7. If demand to cancel Is submitted after the Time Limit Date, any principal so requesting you to cancel this escrow shall file notice of demand to
cancel in your office in writing. You shall within three (3) workir:g days thereafter mail by certified mail one copy of such notice to each of the
other principals at the address stated in this escrow. Unless written objection thereto is filed in your office by a principal within fifteen (15)
calendar days after the data of such mailing, you are instructed to cancel this escrow. If this is a sale escrow, you may return the lender's.
papers and/or funds upon lender's demand.
a. In the event that this escrow is canceled, any fees or charges due Chicago Title Company including cancellation fees and any expenditures
incurred or authorized shall be paid from funds on deposit unless otherwise specifically agreed to or determined by a court of competent
jurisdiction. Upon payment thereof, return documents and mcnies to the respective parties depositing same, or as ordered by the court, and
void any executed Instruments,
9. If there is no written activity by a principal to this escrow within any six-month period after the Time Limit Date set forth herein, Chicago Title
Company may, at its option, terminate its agency obligation and cancel this escrow, returning all documents, monies or other items held, to
the respective parties entitled thereto, less any fees and charges as provided herein.
continued
BB(SPISH -06/21/97bk
SEP=14-1993 13:11 ICAGO TITLE C&I ESCROW
949
752 6043
P.06i10
TO: CHICAGO TITLE COMPANY
Escrow No.
8301464 -
M19
Date
September
11, 1998
10. If, for any reason, funds are retained or remain in escrow after the closing date, you may deduct therefrom a reasonable charge as custodian,
of not less than $25.00 per month, unless otherwise specified.
1 t. In the event that you should receive or become aware of conflicting demands or claims with respect to this escrow, or the rights of any of the
parties hereto, or any money or property deposited herein, you shall have the absolute right at your option to discontinue any or all further acts
until such conflict Is resolved to your satisfaction.
12. In the event that any Offer to Purchase, Deposit Receipt, or any other form of Purchase Agreement is deposited in this escrow, it is understood
that such document is effective only as among the parties signing said document. You, as escrow holder, are not to be concerned with the
terms of such document and are relieved of all responsibility In connection therewith. The foregoing is not applicable in any transaction in
which Chicago Title has specifically agreed to accept an Offer to Purchase, Deposit Receipt or other form of Purchase Agreement as escrow
instructions. In any event, you are not to be concerned or liable for items designated as "memoranda" in these escrow instructions nor with any
other agreement or contract between the parties.
13. The parties hereto, by execution of these instructions acknowledge that the escrow holder assumes no responsibility or liability whatsoever for
the supervision of any act or the performance of any condition which is a condition subsequent to the closing of this escrow.
14, In the absence of instructions to the contrary, you are hereby authorized to utilize wire services, overnight, next day, or other expedited
delivery services (as opposed to the regular U.S. Mail) and to charge the respective party's account accordingly,
15. Concerning any real property involved In this transaction you are released from and shall have no liability, obligation or responsibility with
respect to (a) withholding of funds pursuant to Section 1445 of the Internal Revenue Code of 1986 as amended, and to Sections 18662 and
18668 of the California Revenue and Taxation Code, (b) advising the parties as to the requirements of said Section 1445, (e) determining
whether the transferor is a foreign person or a non-resident under such Section, nor (d) obtaining a non foreign affidavit or other exemption
from withholding under said Sections nor otherwise making any inquiry concerning compliance with such Sections by any party to the
transaction.
16. If you pay a demand to pay in full a revolving line of credit or equityllne loan, you are hereby instructed on my behalf and for my benefit, to
request that the lender issuing said demand cancel said revolving line or equltyllne of credit.
17. You are authorized to furnish to any affiliate of Chicago Title Company, any attorney, broker or lender identified with this transaction or any
one acting on behalf of such lender any information, instructions, amendments, statements, or notices of cancellation given in connection with
this escrow. If any check submitted to escrow is dishonored when presented for payment, you are authorized to notify all principals and/or
their respective agents of such non payment,
18. All notices, change of instructions, communications and documents are to be delivered in writing to the office of Chicago Title Company, as
set forth herein, in a timely manner.
19. All funds received in this escrow shall be deposited with other escrow funds in one or more escrow (demand) accounts of Chicago Title.
Company in any state or national bank. You shall have no obligation to account for the value of any escrow related accounting services and
incidental benefits that may be provided to the Company or paid for by the depository Bank. Incidental benefits may include, but are not
limited to all forms of banking services and accommodations permitted to banks under Federal Reserve regulations and opinions applicable
to banking activity. All disbursements shall be made by your check, unless otherwise instructed. You shall not be responsible for any delay in
closing if funds received by escrow are not available for immediate withdrawal. Chicago Title Company may, at its option, require concurrent
instructions from all principals prior to release of any funds on deposit in this escrow.
20. You are authorized to destroy or othewwiss dispose of any and all documents, papers; instructions, correspondence and other material
pertaining to this escrow at the expiration of six (8) years from the close of escrow or cancellation thereof, without liability and without further
notice.
continued
6E)I MSM —05121 /e7bk
SEP-34-1998 13:12 CAGO TITLE C&I ESCROW 949 752 e043 P.07i10
41=rIAL rMUV151UN, UUN I INUO
TO: CHICAGO TITLE COMPANY Escrow No. 8301464 - M19
Date September 11, 199a
IMPORTANT NOTICE
Except for wire transfers, funds remitted to this escrow are subject to availability requirements Imposed by Section 12413.1 of the California
Insurance Code. CASHIER'S, CERTIFIED or TELLER'S checks, payable to CHICAGO TITLE COMPANY are generally available for
disbursement on the next business day following the date of deposit.
Other forms of payment may cause extended delays in the closing of your transaction pursuant to the requirements Imposed by State Law.
Wire transfer information available upon request)
ALL PARTIES TO THIS ESCROW ACKNOWLEDGE THAT CHICAGO TITLE COMPANY DOES NOT PROVIDE
LEGAL ADVICE NOR HAS IT MADE ANY INVESTIGATION, REPRESENTATIONS OR ASSURANCES
WHATSOEVER REGARDING THE LEGAL ASPECTS OR COMPLIANCE OF THIS TRANSACTION WITH ANY
TAX, SECURITIES OR ANY OTHER STATE OR FEDERAL LAWS. IT IS RECOMMENDED THAT THE PARTIES
OBTAIN INDEPENDENT LEGAL COUNSELAS TO SUCH MATTERS.
THE FOREGOING ESCROW INSTRUCTIONS AND GENERAL PROVISIONS HAVE BEEN READ AND ARE
UNDERSTOOD AND AGREED TO BY EACH OF THE UNDERSIGNED.
S-VLI,ER :
DOUGLAS REALTY COMPANY, INC.,
a California corporation
BY:
Name
Title
Current Address:
4060 Lakewood Boulevard
6th Floor
Long Beach, CA 90808-1700
BUYER:
CITY OF INGTON BEACH
BY.
Name A? 6 ., C4 of
Title
Attest:
Name
Title _/fl
APPROVED AS TO FORM:
GAIT, HUTTON,,-. City Attorney
By:. Deputy City Attorney
Current Address:
2000 Main Street
Huntington Beach, CA 92648
Telephone: Telephone:
BOGMH—10/29/BUbk
•
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
September 10, 1998 from Douglas Realty Company, Inc., 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: September 15, 1998
CITY .OF HUNTINGTON BEACH
CONNIE BROCKWAY, CMC
CITY CLERK
By:
24")
elle Case
C jpueputyity it,
Clerk
g:\fol I owup\deedcert/deed
(Telephone: 714-536-5227 )
•
•
CONNIE BROCKWAY CITY CLERK
CITY OF HUNTINGTON BEACH
P O BOX 190 - 2000 MAIN STREET GRANT DEED
HUNTINGTON BEACH CA 92648
RECORDING REQUESTED BY
WHEN RECORDED, MAIL TO:
CONNIE BROCKWAY CITY CLERK
CITY OF HUNTINGTON BEACH
P O BOX 190 - 2000 MAIN STREET
HUNTINGTON BEACH CA 92648
MAIL TAX STATEMENTS TO ADDRESS ABOVE
(Space above for Recorder's Use Only)
CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA
Parcel No. 195-112-06, 07
[Statement Of Tax Due and Request that Stamps not be Made Part of the Permanent
Record to be filed separate from the Grant Deed.]
_A'5bg
FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, DOUGLAS REALTY COMPANY, INC., a California corporation
("Grantor"), hereby GRANTS to City of Huntington Beach ("Grantee"), the real property.
in the City of Huntington Beach, County of Orange, State of California, described as
follows:
Parcel A: See Exhibit "1" attached hereto and incorporated herein by this
reference.
SUBJECT TO:
1. Current Taxes and Assessments.
2. All other covenants, conditions, restrictions, reservation, rights,
rights -of -way, easements and title exceptions of record as well as any matters that are
This document Is solely for the
official business of the City
of Huntington Beach, as contem-
plated under Government Code
Sec. 6103 and should be recorded
free of charge.
Tax -Exempt -Government Agency
CITY OF HUNTINGTON BEACH
,,"le Brockway, CRy CI
B
eputy City Clerk
BRC\H BCITY\CLOSEDOX\G RNTDEED.1
08/21/98 (1)
•
•
apparent from an inspection of the property described herein or which could be
ascertained from inquiry of party(ies) in possession.
3. Grantor has reserved a right of first refusal concerning the real
property conveyed hereby as set forth in that certain Agreement for Purchase and Sale
and Escrow Instructions between Grantor and Grantee dated August 27, 1998.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of the date indicated.
DATED: b! 1998 DOUGLAS REALTY COMPANY, INC.,
a California corporation
By:
pi1W. 6URT
Its: YHA1LtP P 1DENI
IPPROVED AS TO FOR:4:1
GAIL HUTTON, City Attorney
By: Deputy City Attorney
f--e, 4
y��yJq s
BRC HBOMCLOSEDOMNTDEED.)
2 08/21/98 (1)
•
•
EXHIBIT 111"
LEGAL DESCRIPTION
LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE AND
DESCRIBED AS FOLLOWS:
THE NORTH 180 FEET OF PARCELS 2 AND 3 OF PARCEL MAP 93-202, IN THE CITY
OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER.
MAP RECORDED IN BOOK 281, PAGES 3 AND 4 OF PARCEL MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL
OIL, GAS, CASINGHEAD GAS, AND OTHER HYDROCARBON OR MINERAL
SUBSTANCES (ALL THEREOF HEREAFTER REFERRED TO AS "RESERVED
SUBSTANCES") IN, UNDER OR THAT MAY BE PRODUCED FROM SAID LAND,
TOGETHER WITH ALL RIGHTS INCIDENT THERETO, INCLUDING THE EXCLUSIVE
RIGHT OF INGRESS AND EGRESS AT ALL TIMES FROM THE PURPOSE OF MINING,
DRILLING AND EXPLORING SAID LAND FOR SAID RESERVED SUBSTANCES AND
FOR THE PURPOSE OF REMOVING SUCH RESERVED SUBSTANCES THEREFROM,
PARTICULARLY INCLUDING THE RIGHT OF ENTRY AT ANY AND ALL TIMES UPON
AND INTO ANY AND ALL PARTS OF THE SAID LAND, BELOW A DEPTH OF 500
FEET FROM ITS SURFACE, BY SLANT OR DIRECTIONAL DRILLING FROM OTHER
LAND INTO AND PENETRATING THE SAID LAND BELOW SUCH DEPTH OF 500
FEET FROM THE SURFACE THEREOF, BUT NOT INCLUDING ANY RIGHT (AND
THERE SHALL BE NO RIGHT UNDER SUCH EXCEPTION AND RESERVATION) OF
ENTRY UPON OR USE OF THE SURFACE, OR OF THE SUBSURFACE ABOVE A
DEPTH OF 500 FEET BELOW THE SURFACE OF ANY SAID LAND, AS RESERVED BY
DOROTHY T. PECK FLYNN ET AL., IN THE DEED RECORDED JANUARY 18, 1966 IN
BOOK 7811, PAGE 645 OF OFFICIAL RECORDS.
•
•
State of California
County of Los Angeles
On September 10, 1998 before me, Dely De Leon, Notary Public, personally appeared Philip W.
Cyburt personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal
DH.v DE LEON
ccmmhslon • 1107178
l as AnOVW Count,
my comrn des .>ul 91.2000
Document: Grant Deed - Huntington Beach
U
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
September 10, 1998 from Douglas Realty Company, Inc., 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: September 15, 1998
CITY OF HUNTINGTON BEACH
CONNIE BROCKWAY, CMC
CITY CLERK
B
Janelle Case
Deputy City Clerk
g:\fol lowup\deedcert/deed
( T e l e p h o n e: 714-536-5227 )
CONNIE BROCKWAY CITY CLERK •
CITY OF HUNTINGTON BEACH
http://www.ci.huntington-beach.ca.us
P O BOX 190 - 2000 MAIN STREET
HUNTINGTON BEACH CA 92648
Recording Requested by )
City of Huntington Beach )
When recorded, mail to )
City Clerk )
City of Huntington Beach )
2000 Main Street )
Huntington Beach, CA 92648 )
[SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY]
GRANT OF EASEMENT FOR WATER LINES
Preamble and Recitals
This Agreement is entered into as of /0 , 1998, by and
between Douglas Realty Company, a California corporation (hereinafter referred to as
"Grantor"), and City of Huntington Beach, a municipal corporation (hereinafter referred
This document Is solely for the
to as "Grantee"). official business of the City
of Hunt ngton Beach, as contem-
puated under Goies.-n meat Code
Sec. 6103 and should be recordec
free of charge.
A. Grantor is the owner of certain real property situated in the City of
Huntington Beach (hereinafter referred to as the "Servient Tenement"), and more
particularly described as follows:
Parcel 2 of Parcel Map 93-202, as recorded at Pages 3 and 4,
Book 281, of Parcel Maps Records of Orange County,
California
B. Grantee is the owner of certain real property known as the Peck Reservoir,
and situated in the City of Huntington Beach (hereinafter referred to as the "Dominant
Tenement"), and more particularly described collectively as follows:
The southerly 150 feet of Block 3202 excepting therefrom the
easterly 150 feet thereof; northerly 324 feet of Block 3101
�mA43osrsmwntAa8' nGVnd 3102; and the easterly 21 feet of the south half of Block
MW()FHUNTINGT0NBEAGi`t201, all in the East Side Villa Tract as shown on the map
Is Brockway, C Clerk
3Y BRCUHBCITY\EASEMENT.WL4
-1- 08/28/98 (1 )
putt' City Clerk
0 . 0
recorded in Book 4, page 65, Miscellaneous Maps, Orange
County; and
that certain real property described on Exhibit A attached
hereto and incorporated herein by this reference.
C. Grantee desires to acquire in and over a portion of the Servient Tenement
an easement for the installation, operation and maintenance of a subterranean reservoir
drain line and a subterranean well water line to serve the. Dominant Tenement;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is acknowledged, Grantor and Grantee hereby agree as follows:
1. Grantor hereby grants to Grantee a permanent easement
("Easement") over that portion of the Servient Tenement being a twenty (20) foot wide
strip of land as described on Exhibit "B" attached hereto and incorporated herein by this
reference ("Easement Area") to construct, reconstruct, maintain, operate, repair, remove,
and replace a subterranean drain line, a subterranean well water line, and subterranean
appurtenances and/or improvements reasonably necessary thereto in and under the
Easement Area to serve the Dominant Tenement. The lines, pipes, appurtenances and/or
improvements may be installed by Grantee at any time (at Grantee's sole cost and
expense). Said Easement includes the right to temporarily stage equipment and vehicles
on the surface of the Easement Area for purposes of constructing and maintaining the
aforesaid well water line, reservoir drain line, appurtenances and/or improvements.
Grantee agrees to provide the Servient Owner (as hereafter defined) with reasonable
advance notice of the Grantee's intent to enter the Easement Area and/or exercise its
rights under this Agreement, except in the event of emergency.
2. Grantor and Grantee agree that the Easement is being granted upon
the following terms:
-2-
BRCIHBOMEASE 8E 8 8 (1
•
•
a. Grantor and its successors, assigns and transferees may use
the Easement Area as a driveway or vehicular or pedestrian travelway, provided however
that Grantee may excavate any such improvements now or hereafter installed over the
Easement Area for the purpose of maintaining the well water line, reservoir drain line,
appurtenances and/or improvements permitted hereunder, but only if it repairs or repaves
such improvements and provides at all times reasonable alternate access to and from the
Servient Tenement.
b. Grantor, on behalf of itself and each and all future owner(s)
of all or any portion of the Servient Tenement or any interest therein (each respectively,
a "Servient Owner") hereby grants to Grantee the right of ingress and egress with any
vehicles and construction equipment reasonably necessary or appropriate for the
maintenance and repair of the water line, drainage line, appurtenances and/or
improvements permitted hereunder.
C. Servient Owner agrees not to construct building(s) or
structure(s) or permit parking over the Easement Area; provided, however that Servient
Owner may construct and install landscaping and/or planter(s) at and over the
northernmost twenty (20) feet of the Easement Area. Further, Servient Owner shall
submit, in advance, all plans for installation and construction or reconstruction of any
improvements on the Easement Area to Grantee for review and written approval, which
approval shall not be unreasonably withheld or delayed. In the event that Servient
Owner requests Grantee's approval or consent under this Agreement, if Grantee fails to
respond to such request(s) within sixty (60) days, then such Grantee approval and/or
consent shall be conclusively deemed given as to such matter(s); provided, however, that
B RC\H B C ITIIEAS EM E NT. W L4
-3- 08/28/98 (1)
no such Grantee approval and/or consent shall excuse or affect any permit requirements
which otherwise may affect the Servient Owner's proposed action(s).
d. Servient Owner shall not change the existing grade or
otherwise modify the topography of the Easement Area without the prior written consent
of Grantee, which consent shall not be unreasonably withheld or delayed. In the event
that Servient Owner requests Grantee's approval or consent under this Agreement, if
Grantee fails to respond to such request(s) within sixty (60) days, then such Grantee
approval and/or consent shall be conclusively deemed given as to such matter(s);
provided, however, that no such Grantee approval and/or consent shall excuse or affect
any permit requirements which otherwise may affect the Servient Owner's proposed
act ion(s).
e. Grantee's access over and across the Easement Area shall be
reasonably maintained by Servient Owner during the term of this Easement.
f. Grantee shall be obligated to maintain, repair and restore the
Easement Area, inclusive of any compaction failures, and/or any well water line,
reservoir drain line, appurtenances and/or improvements connected therewith and
permitted hereunder, and shall be liable for any damages caused to the Servient Owner
by reason of Grantee's possession or use of the Easement Area or exercise of its rights
hereunder.
3. This Agreement shall be recorded and shall be construed to be a
covenant running against the Servient Tenement and in favor of the Dominaht Tenement
(and, with respect to Servient Owner's rights, in favor of the Servient Tenement), and
shall be enforceable by Servient Owner, Grantee, and their successors, assigns, and
transferees. Each Servient Owner shall only be liable hereunder during its period of
�_ BRCIHBCITY\EAs08 N . (1
•
•
ownership of all or any portion of the Servient Tenement or any interest herein and such
respective Servient Owner shall in no event be liable for any acts or omissions of any
other Servient Owner occurring prior to or after the respective Servient Owner's period
of ownership.
4. If any legal action or proceeding arising out of or relating to this
Agreement is brought by either party to this Agreement, the prevailing party shall be
entitled to receive from the other party, in addition to any other relief that may be
granted, the reasonable attorneys' fees, costs and expenses incurred in the action or
proceeding by the prevailing party.
5. This Agreement constitutes the entire agreement between Servient
Owner and Grantee relating to the above Easement. Any prior agreements, promises,
negotiations or representations not expressly set forth in this Agreement are of no force
and effect. Any amendment to this Agreement shall be of no force and effect unless it is
in writing and signed by Servient Owner and Grantee.
_5_ BRC\HBCITY As 08/28% 8 L4
•
•
6. This Agreement shall be binding on and shall inure to the benefit of
the heirs, executors, administrators, successors, and assigns of Servient Owner and
Grantee, except as otherwise provided in this Agreement.
1",
Executed on August- 1998.
GRANTOR REVIEWED AND APPROVED AS TO
DOUGLAS REALTY COMPANY, INC. FORM AND CONTENT:
a California corporation
4VBy:
Its.
EIF VWT I LIU K I
. VICE PRESIDENT
P•?a
ATTEST:
City Clerk
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
APPROVED AS TO FORb1:
It
By: ?-t
{City Attorney
& K / 64
Print Name
REV ND APPROVE
By.
7
Director of Public Works
R606w --I- 'or 45ew w /ty
Print Name
REVIEWED AND APPROVED:
City Ad inistrator
/vc
Print ame
APPROVED AS TO FORM:1
GAIL HUTTON.,, City Attorney
By:; Deputy City Attorney
/ '-0
�/tql qf,
BRCHSCIPAEASEMENT.WL4
08/28/98 (1)
•
•
State of California
County of Los Angeles
On September 10, 1998 before me, Dely De Leon, Notary Public, personally appeared Philip W.
Cyburt personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal
myMMN
Comrdsslon i 1107178
Notary Pu1Ao — Wftfrha
Los r n E4 a County
My Comm. Expires Jul 31, 2000
Document: Grant of Easement for Water Lines - Huntington Beach
CALIFORNIA ALL-PURPOSPACKNOWLEDGMENT
State of
County of _✓Z
On _(�g074P4t�� /rl��' before me,
Date / Name an Title of Officer (e.g., "Jane Doe, Notary Pu ")
personally appeared SN�eY �effl a HH`e 6,-Dek
Name(s) of Signer(s)
,f�rsonally known to me — —+ prove o me a to be the person
whose name(Qis re ubscribed to the within instrument
and acknowledged to me that executed the
same in hisA 4et authorized capacity, and that by
Kk�jhei signature) on the instrument the person&,
LAURAA. NELSON or the entity upon behalf of which the person&acted,
cart' Pubic 1r 1066263 executed the instrument.
.� Notary Pubic — CaBfornla
Orange County
MyCornm, Expires Jul23, 1999 WITNESS m nd and official seal.
Sionature 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: Gr o� Se �er.�.f ,%t &ar"_bKeS -
Document Date: `/ / a Number of Pages
Signer(s) Other Than Named Above: ail'• W
Bert
Capacity(ies) Claimed by Signer(s)
Signer's Name: Sh i ✓ /e �e_fflojq
❑
Individual
❑
Corporate Officer
Title(s):
❑
Partner — ❑ Limited
❑
Attorney -in -Fact
❑
Trustee
❑ General
❑ Guardian or Conservator
IK Other: N&q&r "thlu',mb
Signer Is R
Ulf,- `a, U l� �Gtta,+o�a
S: Ale. -
Qc� 2fei'va
5_pdwS7lrs
Signer's Name: C ozyn ie
❑
Individual
El
Corporate Officer
Title(s):
❑
Partner — ❑ Limited
❑
Attorney -in -Fact
❑
Trustee
❑ General
El Guardian�Qr Conservator
� Other: (.{ � G&rL Top of thumb here
Signer Is
Representing: "`' o
40
0 1995 National Notary Association • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309.7184 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827
•
•
EXHIBIT "A"
LEGAL DESCRIPTION
LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE AND
DESCRIBED AS FOLLOWS:
THE NORTH 180 FEET OF PARCELS 2 AND 3 OF PARCEL MAP 93-202, IN THE CITY
OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 281, PAGES 3 AND 4 OF PARCEL MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL
OIL, GAS, CASINGHEAD GAS, AND OTHER HYDROCARBON OR MINERAL
SUBSTANCES (ALL THEREOF HEREAFTER REFERRED TO AS "RESERVED
SUBSTANCES") IN, UNDER OR THAT MAY BE PRODUCED FROM SAID LAND,
TOGETHER WITH ALL RIGHTS INCIDENT THERETO, INCLUDING THE EXCLUSIVE
RIGHT OF INGRESS AND EGRESS AT ALL TIMES FROM THE PURPOSE OF MINING,
DRILLING AND EXPLORING SAID LAND FOR SAID RESERVED SUBSTANCES AND
FOR THE PURPOSE OF REMOVING SUCH RESERVED SUBSTANCES THEREFROM,
PARTICULARLY INCLUDING THE RIGHT OF ENTRY AT ANY AND ALL TIMES UPON
AND INTO ANY AND ALL PARTS OF THE SAID LAND, BELOW A DEPTH OF 500
FEET FROM ITS SURFACE, BY SLANT OR DIRECTIONAL DRILLING FROM OTHER
LAND INTO AND PENETRATING THE SAID LAND BELOW SUCH DEPTH OF 500
FEET FROM THE SURFACE THEREOF, BUT NOT INCLUDING ANY RIGHT (AND
THERE SHALL BE NO RIGHT UNDER SUCH EXCEPTION AND RESERVATION) OF
ENTRY UPON OR USE OF THE SURFACE, OR OF THE SUBSURFACE ABOVE A
DEPTH OF 500 FEET BELOW THE SURFACE OF ANY SAID LAND, AS RESERVED BY
DOROTHY T. PECK FLYNN ET AL., IN THE DEED RECORDED JANUARY 18, 1966 IN
BOOK 7811, PAGE 645 OF OFFICIAL RECORDS.
EXHIBIT "B"
LEGAL DESCRIPTION
RESERVOIR EASEMENT
A.P. NUMBER 195-112-06
The easterly 20.00 feet of the westerly 50,00 feet of Parcel 2 of Parcel Map No. 93.202
in the City of Huntington Beach, County of Orange, State of California, as shown on a
map filed in Book 281, Pages 3 and 4, of Parcel Maps, in the office of the County
Recorder of said County.
Excepting therefrom the northerly 180.00 feat.
Containing an area of 0,184 acres, more or less.
Also shown on Exhibit °B-i° attached hereto and by this reference made a part hereof.
C
n r
Rory S. i(liams
L.S. No. 6654
My License Expires 12/31/99
Rory S. Williams �
Exp,12131199
iVo.6654 \�
CA1.�F��
4/16/1998
04527
EXHIBIT "B-1'I
Sketch to Acccnnpany Legal Description
w9m
-- - N89'28'56'W 598.05'-------
4
PECK RESEKvOIR
o,
EXPAN51ON SITE m
ev
c1 _ -- - N89'28'56'W 598.05, ----- 50'
n - 272.79' ---- 32US'
30'
50'
f-,
o
l.; r
20'
Ln
o
o
k.{.
i
-
SKYt.AB
WAY
-------
N89'242a W
c ssa.o5' ------
PRIVA �� DRIVE
I--
fun
L LL)
-J
U
Z
c�
a
HUNSAKER & ASSOCIATES RESERVOIR EASEMENT
I R V I N E , I N C .
PLANNING 2 ENGINEERING SURYYIING
ihN Wg}+n Irw+4 U 97613 • ►rr. CM4) se 10% • M 014) S&S-C 9 IN THE CITY OF HUN(TINGTON BEACH, COUNTY OF ORANGE STATE OF CALIFORNIA
GAM 4-16-98 0 rg None e� H. Foss or° V. Edge SCALE 1"=150' W.O. 2143-4
f: \SU1AmIT3C\SCRATCH �°C NONE H&A LEGAL No. 4527 1 SHEET 1 OF 1
• � (a9198 i—����o�a
CITY OF HUNTINGTON BEACH
MEETING DATE: June 29, 1998
DEPARTMENT ID NUMBER: CA 98-15
Council/Agency Meeting Held: L /a 9/9 S
Deferred/Continued to:
66ApqTveed ❑ Conditionally Approved ❑ Denied
City Clerk's Signature
Council Meeting Date: June 29, 1998
Department ID Number: -CA 98-15
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City AdministratorR9J n�
PREPARED BY: DARYL SMITH, Acting DirectorQf Public Work , a d
GAIL HUTTON, City Attorney
SUBJECT: Peck Reservoir Easement Purchase
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: On July 21, 1997, the City Council approved Amendment No. `1 to
Water Facilities Agreement between McDonnell Douglas Corp. ("MDC"), McDonnell Douglas
Realty Co. ("MDRC"), and the City, wherein a certain 15-foot easement was to be dedicated
to the City by MDC and MDRC.
The deadline to exercise the right to the easement is June 30, 1998. MDC and MDRC have
been unwilling to extend such date and therefore there was a need to exercise the City's
rights to the easement this month. On June 15, 1998, the City Council identified and funded
the design work on the easement along Astronautics and Skylab to the southern border of
the site south of the Peck Reservoir expansion site (Parcel 2 of Parcel Map 93-202). We
now need to purchase the remaining easement through Parcel 2 of Map 93-202 by June 30,
1998, to preserve our right to buy at the agreed price of $62,500 (see Map, Attachment 2).
The Amended Water Facilities Agreement with MDRC at Section 6 provides that: "MDRC's
offer to sell the easement shall expire on June 30, 1998."
Therefore, this action is intended to complete the City's Peck Reservoir expansion water line
easements.
If this action is not taken, MDC and MDRC may take the position that we are no longer
entitled to the easement purchase under the express terms of the Agreement.
98-15MOC -2- 06/19/98 12:30 PM \
• •
REQUEST FOR COUNCIL ACTION
MEETING DATE: June 29, 1998
DEPARTMENT ID NUMBER: CA 98-15
Funding Source: Payment authorized in 1997-1998 Budget adopted by City Council;
EW-PW-952-6-10.
Recommended Action: That the City Council authorize the City Administrator to purchase
the easement described in Attachment No. 2 and appropriate the sum of $62,500 to
purchase the pipeline easement described therein and direct the City Clerk to affix the City's
deed acceptance and record with the Orange County Recorder.
Alternative Action(s): Do not approve recommended action and advise staff on how to
proceed.
Analysis: Please see statement of the issue above.
Environmental Status: N/A
Attachment(s):
RCA Author:
1 Amendment No. 1 to Water Facilities Agreement between
MDC, MDRC, and City of H.B.
2 Map of City Reservoir Easement
Art Del-al-oza, Deputy City Attorney
98-15.DOC -3- 06/24/98 10:46 AM
Recording requested by, and
when corded, mail to: )
City' Clerk )
City of Huntington Beach )
2000 Main Street )
`Huntington`Beach, CA 92648 )
Y
I)
• AMENDMENT TO
WATER FACILITIES AGREEMENT -
WHEREAS, McDONNELL DOUGLAS CORPORATION, a Maryland corporation
("MDC"), McDONNELL DOUGLAS REALTY COMPANY, INC., a California corporation
("MDRC"), and the CITY OF HUNTINGTON BEACH, a municipal corporation and charter city of
the State of California ("City") previously entered into a Water Facilities Agreement ("Agreement")
as of March 18,1997; and
The parties desire to enter into this Amendment to the Water Services Agreement (the
"Amendment'); and
MDC is the fee owner of certain real property located within the City depicted on Exhibit
attached hereto and incorporated herein by this reference (the "MDC Property"), and MDRC is the
fee owner of certain real property located within the City also depicted on Mibit A (the "MDRC
Property"); and
1
S F/s:PCD:Agree:W FAAmend
(SF -Douglas)
6/11/97 - U2
AMENDMENT
NOW, THEREFORE, in consideration of the covenants and agreements contained herein
and other valuable consideration; the sufficiency and receipt of which is hereby acknowledged by
the parties hereto, the parties covenant and agree to amend the Water Facilities Agreement as
follows:
Section I. Section 4 of the Water Facilities Agreement is amended to read as follows:
Section 4. Water Transmission Tine. Upon execution of this Agreement, or
within a reasonable time thereafter, MDC and/or MDRC will make an irrevocable
offer of dedication, and the City will accept a 15 foot wide easement to be used to
- transport well water running from the well site to Peck Reservoir. The pipeline
-easement shall be dedicated to the City no later than when the Huntington Beach
City Council identifies and funds the work necessary to design the pipeline, provided
that the City shall not accept the offer of dedication it if decides to transport well
water from the well site to Peck Reservoir via the Navy Railroad Right -of -Way.
The pipeline easement shall be located within a vehicular travelway (no parking).
The surface of the easement shall be paved with an all-weather road, of which MDC
and/or MDRC shall be responsible for the construction and maintenance thereof,
until such time as it may be dedicated as a public road to the City. The easement
shall be generally located in Astronautics Drive and Skylab Road and extend in a
reasonably direct route northerly to abut the -well site, and southerly and easterly to
the proposed 20-foot wide Reservoir Easement on the western side of Parcel 2 of
Parcel Map 93-202 as shown on Exhibit A as provided in Section 6 of this
Agreement. The easement shall be in the form ofExhibit- E. In addition, subject to
obtaining all land use entitlements for the property adjacent thereto, it is agreed that
MDRC shall have the option to widen said Water Transmission Line easement to 20
feet to accommodate a potable water line to serve MDRC's future development.. , r.
The City shall be responsible for building the well water line at a me of its choosing
and shall make suitable arrangements to route traffic during con• ction and restore
the base and the surface of the street. The City shall slurry seal'to the full street
width any street that it excavates. MDC and/or MDRC shall be responsible for 5
construction of any potable water line to serve the MDC and/or MDRC Property. A�
The City may extend the potable water line to serve the Vegas Tract (City of
Huntington Beach Tract Map No. 4370). y �!
2
SF/s:PCD:Agree:W FAAmend
(SF -Douglas)
6/11/97 - g2
Section II. Section 5 of the Water Facilities Agreement is amended to read as follows:
Section 5. Navyy Railroad Right -of -Way. City shall use its best good faith efforts
to negotiate an easement to construct the well -water line within the Navy railroad
right-of-way. The City at its sole discretion may decide to build the pipeline within
the Navy right-of-way in which case MDC's and MDRC's obligation under Section
4 of this Agreement shall cease. Further, in such event where the City constructs the
i elin in the Navy railroad right-of-way, MDRC agrees to dedicate an easement for
a Peck Reservoir gravity flow drain line to connect to the storm water drain located
in Skylab Road. Notwithstanding the above, the City's obligation to obtain an
alignment within the Navy right-of-way and MDRC's offer to dedicate an easement
shall expire on June 30, 1998.1
Section III. Section 6 of the Water Facilities Agreement is amended to read as follows:
-Section 6. Reservoir Easement. In the event the City does not acquire an
easement from the Navy as is provided in Section 5 of this Agreement, MDRC shall
sell to the City for Sixty-two Thousand Five Hundred Dollars ($62,500.00) a 20-foot
easement for construction, operation and maintenance by the City of a 24-inch drain
line and a 16-inch well water line from Skylab Road to Peck Reservoir. The
easement shall be 20 feet wide and located within Parcel 2 of Parcel Map 93-202.
The easement shall be used and maintained by the owner of Parcel 2 as a driveway or
vehicular travelway and no parking, landscaping or structures shall be placed upon it.
The roadway will not be used to provide access to Peck Reservoir. MDRC's offer to
sell the easement shall expire on June 30, 1998. The easement shall be in the form of
Exhibit F.
Section IV. Authority. Each signatory hereto warrants to the other party its authority
to sign on behalf of the party for whom it purports to sign.
Section V. Entire Amendment. This Amendment sets forth the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations,
undertakings or agreements relating thereto.
Section VI. No Oral Modification. It is mutually understood and agreed that no
alteration or variation of this Amendment shall be valid or binding unless made in writing and
signed by the parties hereto.
3
SF/s:PCD:Agree: WFAAmend
(SF -Douglas)
6111/97 - az
Section VII. Counteroarts. This Amendment may be executed in any number of
counterparts each of which shall be deemed an original and all of which when executed shall
constitute one and the same instrument.
Section VIII. Notices. Any notices shall be in writing and shall be sent postage
prepaid, by a nationally recognized overnight courier service or by fiist-class or registered or.
certified mail, return receipt requested, or by facsimile, addressed as follows:
To City: City of Huntington Beach
2000 Main Street
• P.O. Box 190
-Huntington Beach, California 92648
� Attn: Les M. Jones, II
To MDRC:
c/o McDonnell MDRC Company
4060 Lakewood Boulevard, 6th Floor
Long Beach, California 90808
Attn: Stephen J. Barker
To MDC:
McDonnell Douglas Corporation
5301 Bolsa Avenue, Dept. 700, Bldg. 28
Huntington Beach, California 92647
Attn: Cody Burton/Tom Atkins
or to such other address as City or MDRC may from time to time designate by written notice to the
other. Notice shall be deemed given upon delivery or refusal to accept delivery as indicated by
return receipt or, in the case of a nationally recognized overnight courier service, by such similar
document, or in -the case of delivery by facsimile, upon confirmation of receipt by the stated
addressee.
Section IV. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal representatives,
successors and assigns, including, without limitation, subsequent owners.
4
SF/s:PCDAgree:W FAAmend
(SF -Douglas)
6/11/97 - #2
Section X. Attorneys' Fees. In the event suit is brought by either party to enforce
the terms and provisions of this Amendment or to secure the performance hereof, the prevailing
party shall bear awarded its attorney's fees.
Section M. Q6verriina Law. This Amendment shall be construed in accordance
with and governed by the laws of the State of California.
Section)GI. Recordation. This Amendment shall be recorded against the following
property, legally described in Exhibit A.
Balance of page intentionally left blank
,,
5
SF/s:PCD:Agrcc: WFAAmcnd
(SF -Douglas)
6/11/97 - 02
•
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the
date first written above.
ATTEST:
4w;o
City Clerk • - / 91
REVIE APPROVED:
City Administrator
6
S F/s:PCD:Agree: WFAAmend
(SF -Douglas)
&11197 - #2
"CITY"
CITY OF HUNTINGTON BEACH,
a municipal corporation of the
State of California
By
Mayor
APPROVED �A, S TO FORM:
;r City Attorney
INI D PROVED:
Director of PbWorks
"MDRC"
McDONNELL DOUGLAS REALTY
COMPANY, INC.,
a California corporati
By:
STEPHEN I BARKER
D1RFCMR RiiSiNESS nen,. 10
(print name)
Its: (circle one) Chairman/PresidentNice President
s
By:
(print name)
Its: (circle one) Secretary/Chief Financial Officer/
Asst. Secretary -Treasurer
.41hMC,)
McDONNELL DOUGLAS CORPORATION
a Maryland corporation
(print name)
Its: (circle one) Chairman/PresidentfVice President
By:
(print name)
Its: (circle one) Secretary/Chief Financial Officer/
Asst. Secretary -Treasurer
7
SF/s:PCD:Agree:W FAAmend
(SF -Douglas)
6/11/97 - #2
:NI.IUl• 11
HUNTINGTON BEACH
PLOT PLAN
WATER 14ELL SITE UTILITY EASEMENT
WATER WELL SITE ACCESS EASEMENT WATER WELL SITE 012
"
P•,,`'• • CITY RESERVOIR EASEMENT
u �� ASTRONAUTICS •
c; a DRIVE PARCEL 2 Or
0� ,,,_ PARCEL MAP 93-202
%s C• Oat:
••i4,,90] u, tss Rorfroo.d ftoelt
3� ❑Otlr
CITY WATER
Ito/ tseU �� 46N � RESERVOIR
r»
4 6N
-..t �v 39 `b EMI
woo )0 44w t1__ ANNCX
(] L2 (� 153 d t�tit 0 _ 45 s 01tso d
�lttao r 30� 41 q6S Qafs9
O tt.. 143
to 2 t 22 16 11 "� �r• 12 SKYLAB ROAD
10 Y •
40
la
% 0
• Z RICrrOt lrn
• Ar r • SHARP
o PARCEL
�7OC�
Belt* %,WIAYr Drtto AvInve
MDC PROPERTY MllRC
wc
- — — PROPERTY '"
•
•
ATTACH
MENT`
EXIl7"'T A
HUNTINGTON BEACH
PLOT PLAN
WATER WELL SITE
ACCESS EASEMENT
WATER WELL SITE UTILITY EASEMENT
WATER WELL SITE q12
o
• / P
!� ?,° ASTRONAUTICS
ram •
�� !� DRIVE
v. 'o`c �.. dot
o` 4` �q% j �iIa `A 49 (]fit �Ilf
' O
37 1>a0 .to
�,• t ro/ C3 4 6N
' 39 t`b E71 " 46N
� VIO tt0 ,e ttw its -_ .t NNl.x
El U rs3 i d
ttt� if Ottt 4$ 1 01130 d
l �tt:au t 30� 39
41 A6S 0�
.too o,43
—�U
0
a
e f
• C==G
L yu.
=cD1
Bello Avtnvt
• MDC PROPERTY
CITY RESERVOIR EASEMENT —
PARCEL 2 Or
PARCEL MAP 93-202
Aotltood 11001
CITY wATCR
SKYLAD ROAD --�
m — -------- all
J \Y
At�Atttt.n SHARP
PARCEL
Belie Avsnmt
I.— I KDRC
T7nrinr, n•r..
0
0
0
Attachment 2 to RCA
Peck Reservoir Easement Purchase
EXHIBIT "A"
NOTE: This Legal Description relates to the south portion of the easement to be
purchased.
The north 180-foot section within the expansion site is depicted in the attached
map diagram.
rca\1998\MDCexhA
jUN 22 '98 08:41AM BOEINGOLTY CORP (562)6273109
P.2/3
EXHIBIT "A"
LEGAL DESCRIPTION
RESERVOIR EASEMENT
A.P. N UMBER 195-112-06
The easterly 20.00 feet of the westerly 50,00 feet of Parcel 2 of Parcel Map No. 93.202
in the City of Huntington Beach, County of Orange, State of California, as shown on a
map filed in Book 281, Pages 3 and 4, of Parcel Maps, in the office of the County
Recorder of said County.
Excepting therefrom the northerly 180.00 feet.
Containing an area of 0.184 acres, more or less.
Also shown on Exhibit "B" attached hereto and by this reference made a part hereof.
14
Rory S.Wiilliarnls
L.S. No. 6654
My License Expires 12/31/99
0
f Rory S. Williams
Exp.12J31199
A1o.6654 `�
.OF CA�.1F
4/16/1968
04327
.ten. .—s.-. • . �o— i ra rrOe^ 4.7 1
C;a i HT' IMC�H R N3A8SNnH SR:Eti 866T-9T-Nn:
06-22-98 08:57Ab, P02
jUN 22 '99 08:41AM BOEIN*ALTY CORP (562)6273109
J V-VW
• P.3/3
30'
EXH I BIB' "B"
Sketch to Accompany Legal Description
--- - N89'28'55'W 598.05'-------
PECK RESERVOIR
EXPAN5ION SITE m
-- - N89'28'56'W 598.05' -----
- 272.79' ---- 325,26'
50'
;.�
0
4;A
°o
g
�1
SKYLAB WAY
272.00' _ _ _ 326.05'
------ N89'° 4 24 W (PRiVA?E DRIVE)
598.
30'
50'
IN
Ln
Ln
®HUNSAKER & ASSOCIATES RESERVOIR EASEMENT
I R V I N E , I N C .
PLANNING m ENGINEERING 9 SURVEYING
Thra� w,in., • 11440A a M18 - PH: CnQ Se}7CI0 - PX' O'I4I 5INUM IN TFIE CITY OF HUI/TINGTON BEACH, COUNTY OF ORANGE; STATE OF CALIFORNIA
°ATE 4-16-98 o�iE None; a H. F053 ar° v. Edge SCALE 1"�150' W.O. 2143-4
1: \SUµMIT3C\SCRATCH°C NONE L No. 4527 SHEET 1 OF 1
CIA ie,A'A C,CJ.A rAC bTl. S311:1I3OSSd '8 ?MUSNnH T£:£T 866T-9T—Nnf
06-22-:-8 3c:57AM F031
•
Pi
RCA ROUTING SHEET
INITIATING DEPARTMENT:
City Attorney/Public Works
SUBJECT:
Peck Reservoir Easement Purchase
COUNCIL MEETING DATE:
June 29, 1998
....... .... ...
RCA ATTACHMENTS
........ .......... .
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution (w/exhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Attached
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attorney)
Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attorney)
Not Applicable
Certificates of Insurance (Approved by the City Attorney)
Not Applicable
Financial Impact Statement (Unbudget, over $5,000)
Not Applicable
Bonds (If applicable)
Not Applicable
Staff Report (if applicable)
Not Applicable
Commission, Board or Committee Report (If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
I Not Applicable
. ............ ...........
..... .... _ -.. ........ .......... . .......
EXPLANATION fOR RETURN OF:ITEM.
RCA Author:
•
0� CITY OF HUNTINGTON BEACH
z
INTER -DEPARTMENT COMMUNICATION
HUNTINGTON BEACH
G_ ; n
__4 M
TO: Honorable Mayor Shirley Dettloff and City Council Members N
IOU pd'
FROM: Scott Field, Acting City Attorney D >-''c
DATE: June 23, 1998 L. j D
SUBJECT: Added Agenda Item - June 29, 1998, City Council Meeting
This is to advise you that, on June 29, 1998, there will be an added agenda item «hich must be voted upon
prior to June 30, 1998. The item involves the purchase of a north/south water line/drain line easement
between Peck Reservoir and Skylab (see attached Amendment to Water Facilities Agreement, Section 6).
McDonnell Douglas Corp. ("MDC") and McDonnell Douglas Realty Co. ("MDRC") have a contractual
duty to sell this easement to us at a specified price of $62,500 if we purchase it prior to June 30, 1998.
This easement purchase was to be part of a larger purchase and sale contract of the Peck Reservoir
expansion site. However, we learned last week that Boeing (successor to MDC and MDRC), in selling the
underlying fee to a third party, Master Developer, is unwilling to guarantee that we will be able to enforce
our right to buy after June 30, 1998.
Until last week we had strong indications from Boeing that the easement would be included as part of the
sale or that we would be granted an extension. Both of those options may still be available but only on
condition we accept the risk of site cleanup costs after close of escrow. Our professionals are not willing to
recommend we accept that risk until we have completed our due diligence analysis, which will occur well
after the June 30, 1998, deadline.
This action is therefore necessary on June 29, 1998, to avoid placing the City in an unacceptable
bargaining position ,%vith respect to the larger land sale purchase contract with Boeing.
RECOMMENDED ACTION: Accept the offer of MDC and MDRC to sell the easement to the City of
Huntington Beach pursuant to Section 6 of Amendment to Water Facilities Agreement.
SCOTT FIELD
Acting City Attorney
ADL/ab
cc: Mike Dolder, Acting City Administrator
Daryl Smith, Acting Dir. of Public Works
r Gary Dysart, Public Works
ad1'\98Memos\Peck0622 /
6/23/98
� ACTZON �
AGENDA
CITY COUNCIL/REDEVELOPMENT AGENCY
CITY OF HUNTINGTON BEACH
ADJOURNED REGULAR MEETING
MONDAY, JUNE 29, 1998
6:00 P.M. - Council Chamber
Civic Center, 2000 Main Street
Huntington Beach, California
6:00 P.M. - Council Chamber
Call City Council/Redevelopment Agency Meeting To Order
Roll Call Julien, Harman, Green, Dettloff, Bauer, Sullivan, Garofalo
[Present - Sullivan: arrived 6:01 p.m.]
Public Comments
[(1) Opposition .to release of city employees names and addresses
(2) Several speakers in support of firefighters salary increase]
1. (City Council) Approve Peck Reservoir Easement Purchase - (Relative To Amendment
Communication from the Acting Public Works Director recommending that Council authorize
the City Administrator to purchase the pipeline easement described in Attachment No. 2 to
the Request for Council Action dated June 29, 1998 and appropriate the sum of $62,500 to
purchase the pipeline easement described therein. Communication from the City Attorney
dated June 23, 1998 regarding this agenda item is included.
Recommended Action:
1. Accept the offer of McDonnell Douglas Corporation and McDonnell Douglas Realty
Company to sell the easement to the City of Huntington Beach pursuant to Section 6
of amendment to Water Facilities Agreement and authorize the purchase. of Peck
Reservoir Easement as described in Attachment No. 2 to the Request for Council
Action dated June 29, 1998, and
2. Approve an appropriation of $62,500 to purchase the pipeline easement -as described
in Attachment No. 2 to the Request for Council Action dated June 29, 1998, and
3. Direct the City Clerk to affix the city's deed acceptance and record with the Orange
County Recorder.
[Approved 7--01