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HomeMy WebLinkAboutItem 15 - Land and Street Easement Sale AgreementsPublic Works Agency www.santa-ana.org/pw Item # 15 o`7, City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 20, 2021 TOPIC: Land and Street Easement Sale Agreements AGENDA TITLE Approve a Land Sale Agreement and Easement Sale Agreement in the Amount of $0 for a Real Property Sale to Orange County Transportation Authority in exchange for the cost of Water Facility Improvements At SR-55 / Ritchey Street and Pullman Street (Project Nos. 19-6438, 19-6439 and 19-6440) (Non -General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute a Land Sale Agreement with the Orange County Transportation Authority for the partial property located east of Ritchey Street and north of Warner Avenue (APN 403-072-02) in the amount of $0 in lieu of the project cost for the water facility improvements at SR-55 / Ritchey Street, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute an Easement Sale Agreement with the Orange County Transportation Authority for a portion of Pullman Street right-of-way located north of Dyer Road and south of Warner Avenue in the amount of $0 in lieu of the project cost for the water facility improvements at SR-55 / Ritchey Street, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Orange County Transportation Authority (OCTA) is the lead agency for the proposed State Route 55 (SR-55) freeway -widening project from Interstate 405 to Interstate 5. The project will add general purpose and high -occupancy vehicle lanes in each direction between 1-405 and 1-5, and will also add auxiliary lanes between interchanges to reduce traffic congestion and improve mobility. In order to move forward with the proposed widening, OCTA needs to acquire City properties and easements, which were appraised at $1,950 and $1,000, respectively. The appraisal reports are on file with the City. The recommended property acquisition at SR-55 and Ritchey Street (Exhibit 1) and easement replacement along Pullman Street from Dyer Road to Warner Avenue (Exhibit 2) are necessary to accommodate the freeway improvements. The property interests Approve Land and Street Easement Sale Agreements July 20, 2021 Page 2 conveyed by documents for Parcel Nos. 103739-1, 103739-2, 103739-3 (Exhibit 3) and 104104 (Exhibit 4) are in accordance with the "Cooperative Agreement No. C-0-2201 between Orange County Transportation Authority and City of Santa Ana for State Route 55 Improvement Project", which was adopted by City Council on May 5, 2020. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The City is exchanging one asset (land and easements) for another (improvements to the water facilities). OCTA will fund the water facility improvements with an estimated cost of $6.6 million, which has been included in the FY21-22 budget. The recommended action is expected to increase the asset value on the City's ledger by the estimated $6.6 million for improvements other than buildings, less the historical value of land to be determined by staff. EXHIBIT(S) 1. Ritchey Location Map 2. Pullman Location Map 3. Sale Agreement — APN 403-072-02 4. Easement Agreement — Document No. 104104 Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager NO SCALE O O 'QI Tcy v► 403-072-02 CITY 0 6.5'FEE ACQUISITION SANTM EaseFOR seFr 3' TCE POTABLE WATER 1 ,--103739-3 I SALE PROPERTY TT71 03739-2 1.5'HIGHWAY EASEMENT 103739-1 SB ROUTE 55 PROPOSED R/W PARCEL LIMITS E:::� FEE ACQUISITION TEMPORARY CONSTRUCTION EASEMENT C� PERMANENT EASEMENT ctiF Y s� NO SCALE R/W 7 I LEGEND: Exist ROW ,' EXISTING SCE EASEMENT � �1 I 9 PARCEL LINELA i ;�� A vv " i"v i J �II �i I \ \ ri i r i coxc. 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LONC�_/�- _r 5_�®_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ LONC-----------�--------------❑/lI ITr 5G®SiA MESA LWY.---------------------------�-------- ASP -- --- - - - - --- --- ----25------------ ---- �8 - - - -9- - - �430--------------�Y---k�9�--fi------'r---d---d4�r--fr---% o—�— _ - - - - - Asrx - - - - - - - - - - - - - - ss - C 0 6 T A 11 E 51 P W Y - - - - - - - - - - - - - - - - - - - - - - - 10 410 4 - - - - - - - - - - - - - - - - - - - - - - - - - _ PX PX. ----------------------- - - - - - - - - - - - - - - - - - - - - ----------------- --AS PN - - - - - - - - - -PROPOSED SCE EASEMENT N, ---- - - -- - -----,° ------ ------ a-a-E�------------------------- --- --- UP ------------ -- 45,381 SOFT FT -TAT -- -- RRR/V_ P/P =---- ------ ------ -- --- -- _ -- - - - -- ii ...�. p /i PN ~ ---------------- --- r I I II � II II � � II I r NI II II >II II '- II sa I -- - lip tl \ \ III; L Il II IQI �4, 9 � L-- --- • i__-___ s �.\\ b Q - - - - _III �I AI AV II_ I H II I SANTA ANA / A o Ij 1"h I� y� I xsa ___-- - - _ I II - ----- - II q I 4 ; � 6 -- - - iU I_ l �I A = - - o II r- L�r-II------- - yr P/L P/L �N ORAoVo 2 � eco 3 � 0 1 SR-551 PULLMAN STREET LOCATION MAP ibui EXHIBIT 2 ORANGE COUNTY TRANSPORTATION AUTHORITY RIGHT OF WAY CONTRACT SR-55 IMPROVEMENT PROJECT Vacant land, East side of Ritchey Street adjacent 103739-1 to SR-55, North of Warner Avenue, Santa Ana, 103739-2 CA 92705 103739-3 Property Address 6071029 CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 403-072-02 Parcel Nos. APN 09205630-920-CMM-CM8 Federal Project No. Escrow No. Title Order No. RIGHT-OF-WAY CONTRACT The City of Santa Ana, a Municipal Corporation (hereinafter, "Grantor"), owns the real property located on the east side of Ritchey Street, adjacent to SR-55, north of Warner Avenue, Santa Ana, CA in the County of Orange, Assessor Parcel Number 403-072-02 (the "Property"). Portions of the Property are needed for construction of the SR-55 Improvement Project, a public project designed to accommodate the widening of the SR-55, increase freeway capacity, improve traffic and interchange operations and enhance road safety (the "Project"). Document No. 103739-1 in the form of a Grant Deed (Exhibit Document No. 103739-2 in the form of a Highway Easement Deed (Exhibit "2") and Document No. 103739-3 in the form of a Temporary Construction Easement Deed (Exhibit "Y) to the Orange County Transportation Authority ("OCTA"), covering the property interests as described in Exhibit "A" attached to Exhibit 1, Exhibit "B" attached to Exhibit 2 and Exhibits "C1" and "C2" attached to Exhibit "Y (collectively, the "Property Interests") have been executed and delivered to Dan Akins, Right -of -Way Agent for Paragon Partners, Ltd., agent for OCTA. In consideration of which, and the other considerations hereinafter set forth, it is mutually agreed as follows: (A) The parties have herein set forth the whole of their agreement ("Agreement"). The performance of this Agreement constitutes the entire consideration and shall relieve OCTA of all further obligations or claims on this account, or on account of the location, grade or construction of the proposed public improvement. (B) OCTA requires said Property Interests described in Document Nos. 103739-1, 103739-2 and 103739-3 for the Project, a public use for which OCTA has the authority to exercise the power of eminent domain. Grantor is compelled to sell, and OCTA is compelled to acquire the Property Interests. (C) Both Grantor and OCTA recognize the expense, time, effort, and risk to both parties in determining the compensation for the Property Interests by eminent domain litigation. The compensation set forth herein for the Property Interests is in compromise and settlement, in lieu of such litigation. (D) It is agreed that OCTA shall open an escrow in accordance with this Agreement at an escrow company of OCTA's choice ("Escrow Agent"). This Agreement constitutes the joint escrow instructions of OCTA and Grantor, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to perform all acts reasonably necessary to close this escrow within sixty (60) days following the opening of escrow. 1477543.1 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 2. (A) OCTA shall pay the undersigned Grantor the sum of Zero Dollars and Zero Cents ($0.00) for the Property Interests conveyed by Document Nos. 103739-1, 103739-2 and 103739-3 in accordance with the "Cooperative Agreement No. C-0-2201 between Orange County Transportation Authority and City of Santa Ana for State Route 55 Improvement Project" in lieu for the project costs to acquire property rights in favor of Grantor, when title to said Property Interests vests in OCTA free and clear of all liens, deeds of trusts, encumbrances, assessments, easements and leases (recorded and/or unrecorded). (B) OCTA will pay all usual escrow and recording fees incurred in this transaction, and if title insurance is desired by OCTA, the premium charged therefore. Due to OCTA's status as a public agency, no recording fees will be payable (pursuant to Government Code Section 27383) and no documentary transfer tax will be payable (pursuant to Revenue & Taxation Code Section 11922). This transaction may be handled through an external escrow with Commonwealth Land Title Company or another selected escrow company to be determined. 3. FULL AND COMPLETE SETTLEMENT. Grantor hereby acknowledges that it is the sole and lawful owner of the Property and the compensation paid to Grantor through this Agreement constitutes the full and complete settlement of any and all claims against OCTA and the State of California, Department of Transportation (hereinafter, individually and collectively, "Releasee") by reason of the Project and/or acquisition of the Property Interests, including, but not limited to, any and all rights or claims that Grantor had, currently has or may in the future have under Article 1, Section 19 of the California Constitution, the Eminent Domain Law, or any other law or regulation, except as provided herein. Grantor, on behalf of itself and its successors and assigns, further knowingly and voluntarily waives and expressly releases and discharges Releasee and any and all of Releasee's employees, agents, officers, servants, representatives, contractors, attorneys, partner agencies and assigns, from liability in regard to any claims for the following: pre -condemnation damages, inverse condemnation, lost business goodwill, lost profits, lost rents, severance damages, mitigation damages, compensation for the construction and use of the Project in the manner proposed, damage to or loss of improvements pertaining to the realty, machinery, fixtures, inventory, equipment and/or personal property, interest, any right to repurchase, leaseback, or receive any financial gain from, the sale of any portion of the Property, any right to challenge the adoption of a resolution of necessity, any right to receive any notices pursuant to Code of Civil Procedure section 1245.235, any right to enforce any obligation pursuant to the Eminent Domain Law, any other rights conferred upon Grantor pursuant to the Eminent Domain Law, and claims for litigation expenses, attorney's fees, statutory interest and/or costs. Grantor further consents to the dismissal of any Eminent Domain proceeding that is filed pertaining to the Property Interests and further waives all attorney's fees, costs, claims to money on deposit, disbursements and expenses in connection with the dismissal of said proceeding. 4. The parties intend that this Agreement will result in a full, complete and final resolution and settlement of any and all claims, causes of action or disputes which exist, or may exist, between them as to the acquisition, possession and/or use of the Property Interests, except as expressly provided herein. It is therefore understood that the waiver, under this Agreement, of any rights, damages, compensation or benefits to which Grantor is, or may be, entitled is intended to be full and complete. Accordingly, except as provided herein: 1477543.1 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. (A) Pursuant to the releases set forth in this Agreement, Grantor specifically waives the provision of section 1542 of the Civil Code of the State of California which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." (B) Grantor represents and warrants that it understands the effect of this waiver of section 1542 and has had the opportunity to discuss the effect of this waiver with counsel of its choice. 5. Any monies payable under this Agreement up to and including the total amount of unpaid principal and interest on note(s) secured by mortgage(s) or deed(s) of trust, if any, and all other amounts due and payable in accordance with the terms and conditions of said deed(s) of trust or mortgage(s), shall upon demand(s) be made payable to the mortgagee(s) or beneficiary(ies) entitled thereunder; said mortgagee(s) or beneficiary(ies) are to furnish Grantor with good and sufficient receipt showing said monies credited against the indebtedness secured by said mortgage(s) or deed(s) of trust. 6. Grantor represents and warrants that it is the fee simple owner of the Property and that it has the right to convey the Property Interests. Grantor will defend and indemnify OCTA, its successors and/or assigns against any and all claims, demands, causes of action filed against OCTA, its successors and/or assigns by someone claiming a legal interest in or right to the Property, or any portion thereof. Grantor represents and warrants that it will defend and indemnify OCTA, its successors and/or assigns in the amount of any due and unpaid liens and any penalties and delinquencies on the Property. Grantor represents and warrants that it has made no assignment of any interest in the Property. 7. Grantor represents and warrants that there are no oral or written leases on all or any portion of the Property exceeding a period of one month. Grantor agrees to defend and indemnify and hold OCTA harmless and reimburse OCTA for any and all of its losses and expenses occasioned by reason of any lease of said Property held by any tenant of Grantor for a period exceeding one month. Grantor acknowledges that a general release or quitclaim deed will be required from any lessee that has a lease term exceeding one month. Said general release or quitclaim deeds are to be provided to Commonwealth Land Title Company, other selected escrow company, or OCTA by Grantor, prior to the close of escrow. The provisions of this paragraph shall apply to current leases on Grantor's Property as well as future leases, if any, that are entered into after the execution of this Agreement. 8. It is understood and agreed by and between the parties hereto that included in the amount payable under Clause 2(A) above is payment in full to compensate Grantor for the purchase of the following improvements: None. Grantor agrees that it is not entitled to compensation for any other improvements located within the areas of the Property Interests being purchased pursuant to this Agreement. Improvements located on the Property will be addressed by a separate agreement. 9. It is understood and agreed by and between the parties hereto that the following improvements within the areas of the Property Interests will be protected in place: None. It is further understood and agreed to by and between the parties hereto that the following improvements within the areas 1477543.1 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. of the Property Interests will be relocated: the pressure reducing station, pursuant to separate agreement. 10. OCTA shall not take actual/physical possession of the Property Interests until thirty (30) day advance notice by OCTA or OCTA's contractor is given to Grantor of OCTA's taking actual/physical possession of the Property Interests. Prior to OCTA's actual/physical possession of the Property Interests, Grantor agrees to hold harmless, defend and indemnify OCTA its officers, directors, employees and agents against any and all claims including property damage or injuries resulting from the use of the areas within the Property Interests by Grantor and/or Grantor's guests, invitees, or any other person. OCTA shall not be deemed to have control of the areas within the Property Interests nor duty to maintain the areas within the Property Interests in a safe condition prior to the time OCTA or OCTA's contractor take actual/physical possession of the areas within the Property Interests. Grantor agrees to name OCTA as an additional insured under its current insurance policy. Grantor further agrees to notify OCTA in writing within thirty (30) days of any potential claim relating to the areas within the Property Interests prior to OCTA taking actual/physical possession of the areas within the Property Interests. 11. It is understood and agreed by and between the parties hereto that payment as provided in Clause 2(A) includes, but is not limited to, payment for any and all past, present, and/or future damages, which have accrued or may accrue to Grantor's remaining property by reason of its severance from the Property Interests conveyed herein and/or the construction and use of the proposed Project, including, but not limited to, any expense which Grantor may incur in restoring the utility of the remaining property. This release is not intended to extend to unanticipated physical damage caused by construction. 12. The Temporary Construction Easement ("TCE") shall be for a period of sixty (60) months ("TCE Term"). The TCE Term shall commence upon the date the amount of funds as specified in Clause 2(A) herein are deposited into the escrow controlling this transaction. Grantor shall be provided at least thirty (30) days written notice prior to commencement of work within the Temporary Construction Easement area. Grantor agrees to keep the Temporary Construction Easement area free and clear of all materials, shrubbery, crops, improvements and debris during the TCE Term. Grantor further agrees that cost of removal of any materials, shrubbery, crops, improvements or debris that are installed during the TCE Term shall be the sole responsibility of Grantor. 13. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the right of possession and use of the Property Interests by OCTA, including the right to remove and dispose of improvements within the Property Interests, shall commence on the date the amount of funds as specified in Clause 2(A) herein are deposited into the escrow controlling this transaction. The amount shown in Clause 2(A) herein includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. 14. Any notice either party may or is required to give the other shall be in writing and shall be either personally delivered or sent by registered or certified mail, return receipt requested. If by mail, service shall be deemed to have been received by such party at the time the notice is delivered to the following addresses: To Grantor: The City of Santa Ana 1477543.1 ORANGE COUNTY TRANSPORTATION AUTHORITY RIGHT OF WAY CONTRACT 20 Civic Center Plaza Santa Ana, CA 92701 To OCTA: 550 South Main Street Orange, CA 92863-1584 Attn: Joe Gallardo CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 15. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, subsequent purchasers, successors, and/or assignees. OCTA may freely assign any or all of its interests or rights under this Agreement. 16. Grantor represents and warrants that, other than organochlorine pesticides (OCPs) and arsenical herbicides, during the period of Grantor's ownership of the Property, there have been no disposals, releases or threatened releases of hazardous substances or hazardous wastes on, from, or under the Property. Grantor further represents and warrants that, other than organochlorine pesticides (OCPs) and arsenical herbicides, Grantor has no knowledge of any disposal, release, or threatened release of hazardous substances or hazardous wastes on, from, or under the Property which may have occurred prior to Grantor taking title to the Property. The acquisition price of the Property Interests being acquired in this transaction reflects the full and complete settlement of the Property Interests without the presence of contamination. If the Property Interests being acquired are found to be contaminated by the presence of hazardous waste which requires mitigation under Federal or State law, OCTA may elect to recover its clean-up costs from those who caused or contributed to the contamination including, but not limited to, Grantor. 17. It is understood and agreed that the fully executed Grant Deed, Highway Easement Deed and Temporary Construction Easement Deed may be recorded in the Recorder's Office for the County of Orange. 18. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and may not be modified except by an instrument in writing signed by the party to be bound thereby. 19. If any term or provision of this Agreement shall be held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. 20. Each individual executing this Agreement on behalf of an entity represents and warrants that he or she has been authorized to do so by the entity on whose behalf he or she executes this Agreement and that said entity will thereby be obligated to perform the terms of this Agreement. 21. This Agreement may be executed in counterparts, including by facsimile and/or electronic mail, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 1477543.1 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 22. OCTA reserves the right to cancel escrow and terminate this Agreement if at any time OCTA determines that the Property Interests are no longer needed for the Project. 23. This Agreement may be subject to approval by OCTA's governing Board of Directors. In Witness Whereof, the parties have executed this Agreement on the day and year set forth below. GRANTOR THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION By: DATE Its: in DATE Its: APPROVED AS TO FORM Jomm. Punt. Assistant City Asm" ORANGE COUNTY TRANSPORTATION AUTHORITY go James G. Beil DATE Executive Director, Capital Programs APPROVED AS TO FORM: By: C4&.- T- I +W 06/28/21 James Donich DATE General Counsel Orange County Transportation Authority 1477543.1 ORANGE COUNTY TRANSPORTATION AUTHORITY RIGHT OF WAY CONTRACT Exhibit "1" Grant Deed (Document No. 103739-1) CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 1477543.1 RECORDING REQUESTED BY WHEN RECORDED RETURN TO: Clerk of the Board ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 FREE RECORDING: This instrument is for the benefit of the Orange County Transportation Authority and is entitled to be recorded without fee or tax. (Gov. Code, §§ 6103, 27383; and Rev. & Tax. Code, § 11922.) Written by: TK Checked by: VTD EA: OJ340 Space above this line for Recorder's Use R/W Map No.: E120133-21 APN: 403-072-02 GRANT DEED District County Route Postmile Number 12 ORA 55 8.6 103739-1 The City of Santa Ana, a municipal corporation, hereinafter called GRANTOR, hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity, hereinafter called OCTA, all that real property in the City of Santa Ana, County of Orange, State of California, described as follows: See Exhibit "A" attached. The GRANTOR further understands that the present intention of the OCTA is to construct and maintain a public highway on the lands hereby conveyed and the GRANTOR, for itself and its successors and assigns, hereby waive any and all claims for damages to GRANTOR's remaining property contiguous to the property hereby conveyed by reason of the location, construction, landscaping or maintenance of the highway. Dated: Its: Grantor: The City of Santa Ana, a municipal corporation, ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ) On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) EXHIBIT "A" LEGAL DESCRIPTION Parcel 103739-1 - FEE That portion of the Southeast quarter of the Southwest quarter of Section 20, Township 5 South, Range 91est. San Bernardino Meridian, in the City of Santa Ana, County of Orange, State of California, as described in a Deed recorded April 8, 1964 in Book 6990, Page 445 of Official Records in the office of the Counter Recorder of said Counter, lying southeasterly of the following described line: BEGINNING at a point on that certain course described as having a bearing of North 49°20'46" Nest and a length of 01-13 in the southwesterly Iine of the land described in said Deed, distant thereon South 49°21'02" East 44.59 feet from the northwesterly terminus of said certain course; thence leaving said southwesterly line, North 40°6'08" East 42-8 feet: thence North 9°46'05" East 2.74 feet to the northeasterly line of the land described in said Deed. This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the GRANTEE any and all abutter's rights including access rights, appurtenant to GRANTOR's rernaining property, in and to the freeway - The bearings shown herein are based on the California Coordinate System of 1983, Zone VI, North American Datum of 1983 (1991.35 epoch)_ The distances shown herein are grid distances_ Ground distances may be obtained by dividing grid distances by the combination factor of 0.99997834. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors' Act. f f- p�L- to Af S i natu rep 9 , -7 Vincent T- Davis: PL Date: 21 Apr 2020 a 0::; .�r No. 8496 # k LSti� �h ,fri CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated 20, from The City of Santa Ana, a municipal corporation, to the Orange County Transportation Authority ("OCTA"), a public entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2018-050 adopted on May 14, 2018, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: James G. Beil Executive Director, Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY RIGHT OF WAY CONTRACT Exhibit "2" Highway Easement Deed Document No. 103379-2 CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 1477543.1 RECORDING REQUESTED BY WHEN RECORDED RETURN TO: Clerk of the Board ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 FREE RECORDING: This instrument is for the benefit of the Orange County Transportation Authority and is entitled to be recorded without fee or tax. (Gov. Code, §§ 6103, 27383; and Rev. & Tax. Code, § 11922.) APN: 403-072-02 Space above this line for Recorder's Use R/W Map No.: E120133-21 APN: 403-072-02 EASEMENT DEED HIGHWAY District County Route Postmile Number 12 ORA 55 8.6 103739-2 The City of Santa Ana, a municipal corporation, hereinafter called GRANTOR, hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity, hereinafter called OCTA, an easement for the right of way and incidents thereto for a public highway upon, over and across that real property, in the City of Santa Ana, County of Orange, State of California, described as follows: See Exhibit "B" attached. The GRANTOR hereby further grants to OCTA all trees, growths (growing or that may hereinafter grow) and road building materials within the right of way including the right to take water, together with the right to use same in such manner and at such location as the OCTA may deem proper, needful or necessary for the construction, reconstruction, improvement or maintenance of the highway. The GRANTOR, for itself and its successors and assigns, hereby waives any and all claims for damages to GRANTOR's remaining property contiguous to the right of way conveyed by reason of the location, construction, landscaping or maintenance of the highway. Date: Its: GRANTOR: The City of Santa Ana, a municipal corporation, ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) EXHIBIT "Bjr LEGAL DESCRIPTION Parcel 103739.2; HIGHWAY EASEMENT That portion of the Southeast quarter of the Southwest quarter of Section 20, Township 5 South, Range 9West, San Bernardino Meridian, in the City of Santa Ana, County of Orange, State of California, as described in a Deed recorded April 8, 1964 in Book 6995, Page 445 of Official Records in the office of the County Recorder of said County. Iying southeasterly of the following described line: BEGINNING at a point on that certain course described as having a bearing of North 49°20'48" Vilest and a length of 51-13 in the southwesterly line of the land described in said Deed, distant thereon South 4W2V0 " East 43,09 feet from the northwesterly termhus of said certain course; thence leaving said southwesterly fine, North 40°38'58" East 42.27 feet, thence North 39°46'05" East 2.75 feet to the northeasterly line of the land described in said Deed. EXCEPTING THEREFROM that portion lying southeasterly of the following described line; BEGINNING at a point on that certain course described as having a bearing of North 49°2048" West and a length of 51,13 in the southwesterly line of the land described in said Deed, distant thereon South 49° 1'42" East 44.59 feet from the northwesterly terminus of said certain course; thence leaving said soutFrwvesterly line, North 40°38'58" East 42.28 feet; thence North 39046'05" East 2,74 feet to the northeasterly line of the land described in said Deed. The bearings showwn herein are based on the California Coordinate System of 1983, Zone V1, North American Datum of 1983 (1991,35 epoch)_ The distances shown herein are grid distances_ Ground distances may he obtained by dividing grid distances by the combination factor of 0,99997834. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors' Act_ r LAND Signature,a 7 1linoent T. Davis, RLS 1 . Date: ��2020 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Highway Easement Deed dated 20, from The City of Santa Ana, a municipal corporation, to the Orange County Transportation Authority ("OCTA"), a public entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2018-050 adopted on May 14, 2018, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: James G. Beil Executive Director, Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. "Exhibit 3" Temporary Construction Easement Deed (Document No. 103739-3) 1477543.1 RECORDING REQUESTED BY WHEN RECORDED RETURN TO: Clerk of the Board ORANGE COUNTY TRANSPORTATION AUTHORITY 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 FREE RECORDING: This instrument is for t] Transportation Authority, without fee or tax. (Gov. Tax. Code, § 11922.) APN: 403-072-02 ie benefit of the Orange County and is entitled to be recorded Code, §§ 6103, 27383; and Rev. & Above Space for Recorder's Use District County Route Post Number 12 Oran a SR-55 8.57 103739-3 GRANT OF EASEMENT (Temporary Construction Easement) THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION (hereinafter, "Grantor"), is the owner of that certain real property located in the City of Santa Ana, County of Orange, State of California, designated as Assessor's Parcel Number 403-072-02 ("Grantor's Property"). FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Grantor hereby grants to the ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity, ("Grantee"), its employees, agents, representatives, contractors, successors and assigns, a temporary easement for construction of the SR-55 Improvement Project, in, on, over, under, and across that portion of Grantor's Property more particularly described in Exhibit "C1", depicted in Exhibit "C2" and incorporated herein by this reference. The term of the easement described herein will commence on the date of the deposit of funds into escrow and expire sixty (60) months thereafter. DATED: GRANTOR: THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION 20_ By: Its: ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ) On before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) EXHIBIT "1'° LEGAL DESCRIPTION CALTRANS PARCEL NO. 103739-3 TEMPORARY CONSTRUCTION EASEMENT THAT PORTION OF THE LAND, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED IN THE GRANT DEED RECORDED APRIL 8, 1964 IN BOOK 6995, PAGE 415, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS = COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF RITCHEY STREET, 60.00 FEET WIDE, AND THE EASTERLY TRACT BOUNDARY OF TRACT NO. 3638, PER MAP FILED IN BOOK 131, PAGES 36 AND 37. OF MISCELLANEOUS MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNT`: THENCE ALONG SAID CENTERLINE SOUTH 88'30'43" EAST, 31.44 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 499.99 FEET; THENCE EASTERLY AND NORTHEASTERLY ALONG SAID CENTERLINE AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 200545" AN ARC LENGTH OF 205.80 FEET; THENCE LEAVING SAID CENTERLINE ON A LINE RADIAL TO SAID CURVE SOUTH 22'05'45" EAST, 34.28 FEET TO THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF SAID RITHEY STREET, SAID POINT BEING THE MOST WESTERLY CORNER OF SAID LAND: THENCE LEAVING SAID SOUTHEASTERLY RIGHT-OF-WAY LINE AND ALONG THE SOUTHWESTERLY LINE OF SAID LAND SOUTH 49"21'0 " EAST, 43.10 FEET TO THE TRUE POINT OF BEGINNING: THENCE LEAVING SAID SOUTHWESTERLY LINE NORTH 40'38'58" EAST, 42.27 FEET; THENCE NORTH 39"46'05" EAST, 2.75 FEET TO THE NORTHEASTERLY LINE OF SAID LAND; THENCE ALONG SAID NORTHEASTERLY LINE NORTH 49°21'02" WEST, 3.00 FEET; THENCE LEAVING SAID NORTHEASTERLY LINE SOUTH 39°46'06" VEST, 2.79 FEET: THENCE SOUTH 40'38'58" WEST. 42.25 FEET TO SAID SOUTHWESTERLY LINE-1 THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 49"21'02" EAST, 3.00 FEET TO THE TRUE POINT OF BEGINNING_ THE ABOVE DESCRIBED PARCEL CONTAINS A GRID AREA 135 SQUARE FEET OR 0.03 ACRES, MORE OR LESS. THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTION ARE CALIFORNIA COORDINATE SYSTEM (CCS83), ZONE VI: NAD 83 (1991.35 EPOCH OCS ADJUSTMENT), ALL DISTANCES SHOWN ARE GRID. TO OBTAIN GROUND DISTANCES DIVIDE BY 0.99997834_ Page I of 2 ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT 'C ,ATTACHED HERETO AND MADE A PART HEREOF. THIS DOCUMENT HAS BEEN PREPARED BY ME OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYOR'S ACT 211m2O ��e . ■� - �i ■� �����k� 4 No. 7S42 « 5 �� Page 2 oE2 PLAT TO ACCOMPANY EAR PREPARED BY 9E OR UNDER MY DIRECTION, GAL DESCRIPTION % T: k �, ' NO2 J/ E SHEET 2 FOR HOB Y . FEII mE% 42 OAT DETAIL 'A' AND \ LINE TABLE ® r&t/ \ ------------- , � ----- � P 3 5���3� SAq E DETAIL'' ` TP08 ON SHEET 2 m L " T � INST.NO.2013000004058 O.R. un � 2 R[[.1/03/2013 � � � | � I | WARNER AVENUE SHEET OF 2 THE BEARINGS AND DISTANCES SHOWN ARE EXHIBIT T 2' CALIFORNIA COORDINATE SYSTEM 1983 (CES83). 1 _ ZONE VI, NAD 83 (i§gt35 EPOCH GPS ADJUSTMENT)- 25 5 75 | @ ALL DISTANCES SHOWN ARE GRID a STAND DIVIDE THE GRID DISTANCES SHOWN BY 0,99997834 TO OBTAIN GROUND DISTANCES. -- 50. \\ \ TCE 103739I E 1sO E995/4I5 O.R. REE.4/08/1964 API 4 -072- V � L9 DETAIL 'A' NO SCALE LINE TABLE Na BE ARING LENGTH 5 :580'43" E 3E4 L2 S *04 / E 3 ' L3 S 2 EO E . L4 N '38'58` E 4 27' L5 N 3 %r 'E 2-75' N 4 % $ DO' L7 5'O * ate' LB 1 5 58SB W 4 ' S 4 2(O E 00' L O 5 2 EO E 9 a1 N '38'58`E .DO' U 2 N 47 ' - $ DO' L RA D. lr� SHEET 2 OF 2 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Temporary Construction Easement Deed dated , 20 , from THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION, to the Orange County Transportation Authority ("OCTA"), a public entity, by the within instrument, the provisions of which are incorporated by this reference as though fully set forth in this Certification, is hereby accepted by the undersigned officer(s) on behalf of the OCTA pursuant to authority conferred by the OCTA Board of Directors Resolution No. 2018-050 adopted on May 14, 2018, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: an James G. Beil Executive Director, Capital Programs ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. SR-55 IMPROVEMENT PROJECT Portion of the Pullman Street right of way located north N/A (portion of of Dyer Road/south of Warner Avenue Pullman Street right Santa Ana, California 104104 of way) Property Address Parcel No. APN. 6071(129) N/A Federal Project No. Escrow No. Title Order No. RIGHT-OF-WAY CONTRACT The City of Santa Ana, a municipal corporation (hereinafter, "Grantor"), owns a portion of the Pullman Street right of way located north of Dyer Road and south of Warner Avenue, in the City of Santa Ana, California, in the County of Orange, Assessor Parcel Number N/A (portion of Pullman Street right of way) (the "Property"). A portion of the Property is needed for construction of the SR-55 Improvement Project, a public project designed to accommodate the widening of the SR-55, increase freeway capacity, improve traffic and interchange operations and enhance road safety (the "Project"). Document No. 104104 in the form of a Public Utility Easement Deed (Exhibit "1") to the Orange County Transportation Authority ("OCTA"), covering the property interest as described and depicted in Exhibits "A" and "A1" attached to Exhibit "1" (the "Property Interest"), has been executed and delivered to Jesse Ortiz, Senior Right -of -Way Agent for Epic Land Solutions, Inc., agent for OCTA. In consideration of which, and the other considerations hereinafter set forth, it is mutually agreed as follows: (A) The parties have herein set forth the whole of their agreement ("Agreement"). The performance of this Agreement constitutes the entire consideration and shall relieve OCTA of all further obligations or claims on this account, or on account of the location, grade or construction of the proposed public improvement. (B) OCTA requires said Property Interest described in Document No. 104104 for the Project, a public use for which OCTA has the authority to exercise the power of eminent domain. Grantor is compelled to sell, and OCTA is compelled to acquire the Property Interest. (C) Both Grantor and OCTA recognize the expense, time, effort, and risk to both parties in determining the compensation for the Property Interest by eminent domain litigation. The compensation set forth herein for the Property Interest is in compromise and settlement, in lieu of such litigation. (D) It is agreed that OCTA shall open an escrow in accordance with this Agreement at an escrow company of OCTA's choice ("Escrow Agent"). This Agreement constitutes the joint escrow instructions of OCTA and Grantor, and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to perform all acts reasonably necessary to close this escrow within sixty (60) days following the opening of escrow. 2. (A) OCTA shall pay the undersigned Grantor the sum of Zero Dollars and Zero Cents ($0.00) in accordance with the "Cooperative Agreement No. C-0-2201 between Orange Page 1 of 6 1584010.1 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. County Transportation Authority and City of Santa Ana for State Route 55 Improvement Project" in lieu for the project costs to acquire property rights in favor of Grantor, for the Property Interest conveyed by Document No. 104104 when title to said Property Interest vests in OCTA free and clear of all liens, deeds of trusts, encumbrances, assessments, easements and leases (recorded and/or unrecorded). (B) OCTA will pay all usual escrow and recording fees incurred in this transaction, and if title insurance is desired by OCTA, the premium charged therefore. Due to OCTA's status as a public agency, no recording fees will be payable (pursuant to Government Code Section 27383) and no documentary transfer tax will be payable (pursuant to Revenue & Taxation Code Section 11922). This transaction may be handled through an external escrow with Golden State Escrow or another selected escrow company to be determined. 3. FULL AND COMPLETE SETTLEMENT. Grantor hereby acknowledges that it is the sole and lawful owner of the Property and the compensation paid to Grantor through this Agreement constitutes the full and complete settlement of any and all claims against OCTA and the State of California, Department of Transportation (hereinafter, individually and collectively, "Releasee") by reason of the Project and/or acquisition of the Property Interest, including, but not limited to, any and all rights or claims that Grantor had, currently has or may in the future have under Article 1, Section 19 of the California Constitution, the Eminent Domain Law, or any other law or regulation, except as provided herein. Grantor, on behalf of itself and its successors and assigns, further knowingly and voluntarily waives and expressly releases and discharges Releasee and any and all of Releasee's employees, agents, officers, servants, representatives, contractors, attorneys, partner agencies and assigns, from liability in regard to any claims for the following: pre -condemnation damages, inverse condemnation, lost business goodwill, lost profits, lost rents, severance damages, mitigation damages, compensation for the construction and use of the Project in the manner proposed, damage to or loss of improvements pertaining to the realty, machinery, fixtures, inventory, equipment and/or personal property, interest, any right to repurchase, leaseback, or receive any financial gain from, the sale of any portion of the Property, any right to challenge the adoption of a resolution of necessity, any right to receive any notices pursuant to Code of Civil Procedure section 1245.235, any right to enforce any obligation pursuant to the Eminent Domain Law, any other rights conferred upon Grantor pursuant to the Eminent Domain Law, and claims for litigation expenses, attorney's fees, statutory interest and/or costs. Grantor further consents to the dismissal of any Eminent Domain proceeding that is filed pertaining to the Property Interest and further waives all attorney's fees, costs, claims to money on deposit, disbursements and expenses in connection with the dismissal of said proceeding. 4. The parties intend that this Agreement will result in a full, complete and final resolution and settlement of any and all claims, causes of action or disputes which exist, or may exist, between them as to the acquisition, possession and/or use of the Property Interest, except as expressly provided herein. It is therefore understood that the waiver, under this Agreement, of any rights, damages, compensation or benefits to which Grantor is, or may be, entitled is intended to be full and complete. Accordingly, except as provided herein: (A) Pursuant to the releases set forth in this Agreement, Grantor specifically waives the provision of section 1542 of the Civil Code of the State of California which provides: Page 2 of 6 1584010.1 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." (B) Grantor represents and warrants that it understands the effect of this waiver of section 1542 and has had the opportunity to discuss the effect of this waiver with counsel of its choice. 5. Any monies payable under this Agreement up to and including the total amount of unpaid principal and interest on note(s) secured by mortgage(s) or deed(s) of trust, if any, and all other amounts due and payable in accordance with the terms and conditions of said deed(s) of trust or mortgage(s), shall upon demand(s) be made payable to the mortgagee(s) or beneficiary(ies) entitled thereunder; said mortgagee(s) or beneficiary(ies) are to furnish Grantor with good and sufficient receipt showing said monies credited against the indebtedness secured by said mortgage(s) or deed(s) of trust. 6. Grantor represents and warrants that it is the fee simple owner of the Property and that it has the right to convey the Property Interest. Grantor will defend and indemnify OCTA, its successors and/or assigns against any and all claims, demands, causes of action filed against OCTA, its successors and/or assigns by someone claiming a legal interest in or right to the Property, or any portion thereof. Grantor represents and warrants that it will defend and indemnify OCTA, its successors and/or assigns in the amount of any due and unpaid liens and any penalties and delinquencies on the Property. Grantor represents and warrants that it has made no assignment of any interest in the Property. 7. Grantor acknowledges that there are no tenants on the Property. Grantor represents and warrants that there are no oral or written leases on all or any portion of the Property exceeding a period of one month. Grantor agrees to defend and indemnify and hold OCTA harmless and reimburse OCTA for any and all of its losses and expenses occasioned by reason of any lease of said Property held by any tenant of Grantor for a period exceeding one month. Grantor acknowledges that a general release or quitclaim deed will be required from any lessee that has a lease term exceeding one month. Said general releases or quitclaim deeds are to be provided to Golden State Escrow, other selected escrow company, or OCTA by Grantor, prior to the close of escrow. The provisions of this paragraph shall apply to current leases on Grantor's Property as well as future leases, if any, that are entered into after the execution of this Agreement. 8. It is understood and agreed by and between the parties hereto that included in the amount payable under Clause 2(A) above is payment in full to compensate Grantor for the purchase of the following improvements: None. Grantor agrees that it is not entitled to compensation for any other improvements located within the areas of the Property Interest being purchased pursuant to this Agreement. 9. It is understood and agreed by and between the parties hereto that the following improvements within the areas of the Property Interest will be protected in place: None. It is further understood and agreed to by and between the parties hereto that the following improvements within the areas of the Property Interest will be relocated: None. Page 3 of 6 1584010.1 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. 10. OCTA shall not take actual/physical possession of the Property Interest until thirty (30) days advance notice by OCTA or OCTA's contractor is given to Grantor of OCTA's taking actual/physical possession of the Property Interest. Prior to OCTA's actual/physical possession of the Property Interest, Grantor agrees to hold harmless, defend and indemnify OCTA, its officers, directors, employees and agents against any and all claims, including property damage or injuries resulting from the use of the areas within the Property Interest by Grantor and/or Grantor's guests, invitees, or any other person. OCTA shall not be deemed to have control of the areas within the Property Interest nor duty to maintain the areas within the Property Interest in a safe condition prior to the time OCTA or OCTA's contractor take actual/physical possession of the areas within the Property Interest. Grantor agrees to name OCTA as an additional insured under its current insurance policy. Grantor further agrees to notify OCTA in writing within thirty (30) days of any potential claim relating to the areas within the Property Interest prior to OCTA taking actual/physical possession of the areas within the Property Interest. 11. It is understood and agreed by and between the parties hereto that payment as provided in Clause 2(A) includes, but is not limited to, payment for any and all past, present, and/or future damages, which have accrued or may accrue to Grantor's remaining property by reason of its severance from the property conveyed herein and/or the construction and use of the proposed Project, including, but not limited to, any expense which Grantor may incur in restoring the utility of the remaining property. This release is not intended to extend to unanticipated physical damage caused by construction. 12. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this contract, the right of possession and use of the Property Interest by OCTA, including the right to remove and dispose of improvements within the Property Interest, shall commence on the date the amount of funds as specified in Clause 2(A) herein are deposited into the escrow controlling this transaction. The amount shown in Clause 2(A) herein includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. 13. Any notice either party may or is required to give the other shall be in writing and shall be either personally delivered or sent by registered or certified mail, return receipt requested. If by mail, service shall be deemed to have been received by such party at the time the notice is delivered to the following addresses: To Grantor: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Kenny Nguyen To OCTA: 550 South Main Street Orange, CA 92863-1584 Attn: Joe Gallardo 14. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, Page 4 of 6 1584010.1 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. subsequent purchasers, successors, and/or assignees. OCTA may freely assign any or all of its interests or rights under this Agreement. 15. Grantor represents and warrants that during the period of Grantor's ownership of the Property, there have been no disposals, releases or threatened releases of hazardous substances or hazardous wastes on, from, or under the Property. Grantor further represents and warrants that Grantor has no knowledge of any disposal, release, or threatened release of hazardous substances or hazardous wastes on, from, or under the Property which may have occurred prior to Grantor taking title to the Property. The acquisition price of the Property Interest being acquired in this transaction reflects the full and complete settlement of the Property Interest without the presence of contamination. If the Property Interest being acquired is found to be contaminated by the presence of hazardous waste which requires mitigation under Federal or State law, OCTA may elect to recover its clean-up costs from those who caused or contributed to the contamination including, but not limited to, Grantor. 16. It is understood and agreed that the fully executed Public Utility Easement Deed may be recorded in the Recorder's Office for the County of Orange. 17. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and may not be modified except by an instrument in writing signed by the party to be bound thereby. 18. If any term or provision of this Agreement shall be held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. 19. Each individual executing this Agreement on behalf of an entity represents and warrants that he or she has been authorized to do so by the entity on whose behalf he or she executes this Agreement and that said entity will thereby be obligated to perform the terms of this Agreement. 20. This Agreement may be executed in counterparts, including by facsimile and/or electronic mail, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 21. OCTA reserves the right to cancel escrow and terminate this Agreement if at any time OCTA determines that the Property Interest is no longer needed for the Project. 22. This Agreement may be subject to approval by OCTA's governing Board of Directors. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS Page 5 of 6 1584010.1 ORANGE COUNTY TRANSPORTATION AUTHORITY RIGHT OF WAY CONTRACT CONFIDENTIAL This document contains personal information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. In Witness Whereof, the parties have executed this Agreement on the day and year set forth below. GRANTOR: THE CITY OF SANTA ANA, a municipal corporation as DATE Its as 0L`119:1 Its: APPROVED AS TO FORM IaK6IL Pact. ORANGE COUNTY TRANSPORTATION AUTHORITY M James G. Beil DATE Executive Director, Capital Programs APPROVED AS TO FORM: By James Donich DATE General Counsel Orange County Transportation Authority Page 6 of 6 1584010.1 ORANGE COUNTY TRANSPORTATION AUTHORITY CONFIDENTIAL This document contains personal RIGHT OF WAY CONTRACT information, and pursuant to Civil Code section 1798.21, it shall be kept confidential in order to protect against unauthorized disclosure. Exhibit "1" Public Utility Easement Deed (Document No. 104104) 1584010.1 RECORDING REQUESTED BY SOUTHERN CALIFORNIA EDISON COMPANY WHEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY 2 INNOVATION WAY, 2ND FLOOR POMONA, CA 91768 ATTN: TITLE & REAL ESTATE SERVICES GRANT OF EASEMENT Location: City of Santa Ana A.P.N.: Pullman Street V&LM File No.: ACQ203698698 SCE Doc No.: 523392 SPACE ABOVE THIS LINE FOR RECORDER'S USE DOCUMENTARY TRANSFER TAX $ COMPUTED ON FULL VALUE OF PROPERTY CONVEYED Serial No. 73051A Service Order No. 801843918 APPROVED OR COMPUTED ON FULL VALUE LESS LIENS AND Vegetation 8 Land ENCUMBRANCES REMAINING AT TIME OF SALE Management SO. CALIF. EDISON CO. BY SF DATE 06/22/2021 SIGNATURE OF DECLARANT OR AGENT DETERMINING TAX FIRM NAME THE CITY OF SANTA ANA, a municipal corporation, hereinafter called "Grantor", hereby grants to SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, its successors and assigns, hereinafter called "Grantee", all those certain permanent easements and rights of way to construct, operate, use, maintain, alter, add to, reconstruct, enlarge, repair, renew, replace, inspect, and/or remove, at any time and from time to time, underground electrical systems and communication systems, hereinafter referred to as "systems" consisting wires, underground conduits, cables, vaults, manholes, handholes, and including above -ground enclosures, markers and concrete pads and other appurtenant fixtures and equipment necessary or useful for conveying electric energy to be used for light, heat, power, and for transmitting intelligence by electrical means and/or other purposes, in, under, on, over, along and across a strip of land, of varying width, hereinafter described and designated as "Right of Way Strip," lying within that certain real property of the Grantor, situated in the City of Santa Ana, County of Orange, State of California, described as follows: The said Right of Way Strip is more particularly described on the Exhibit "A" and more particularly shown on the Exhibit "A-1", both attached hereto and by this reference made a part hereof. Grantor further grants, bargains, sells and conveys unto the Grantee the right of assignment, in whole or in part, to others, without limitation, and the right to apportion or divide in whatever manner Grantee deems desirable, any one or more, or all, of the easements and rights, including but not limited to all rights of access and ingress and egress granted to the Grantee by this Grant of Easement. Grantor hereby also grants to Grantee, its successors and assigns, and its and their contractors, agents, and employees, the right to clear and to keep clear said Right of Way Strip, free from explosives, buildings, equipment, brush, combustible material and any and all other obstructions of any kind (except for those herein provided) and the right to trim or remove any tree or shrub which in the opinion of Grantee, may endanger said electric lines or any part thereof or interfere with the exercise of the rights herein granted. Grantor shall not excavate or change, nor permit the excavation or changing of the surface of the ground of the above described real property without the previous written consent of the Grantee, which consent shall not be unreasonably withheld. The terms, covenants and conditions of this Grant of Easement shall bind and inure to the benefit of the successors and assigns of Grantor and the successors and assigns of Grantee. Grant of Easement The City of Santa Ana to S.C.E. Co., a corp. Serial No. 73051A V&,LM File No.: ACQ203698698 IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its officers thereunto duly authorized, this day of , 20 The City of Santa Ana, a municipal corporation By — Name: Title: By Name: Title: -2- Grant of Easement The City of Santa Ana to S.C.E. Co., a corp. Serial No. 73051A V&,LM File No.: ACQ203698698 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ) On before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ) On before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature -3- EXHIBIT "A" LEGAL DESCRIPTION SERIAL NO: 73051A Parcel 104104: UNDERGROUND TRANSMISSION EASEMENT Those portions of Lots 97 and 106 in Block 9 of Irvine's subdivision, in the City of Santa Ana, County of Orange, State of California, as shown on a map filed in Book 1, Page 88 Miscellaneous Maps, in the Office of the County Recorder of said County, more particularly described as follows: COMMENCING at the centerline intersection of Pullman Street and Carnegie Avenue, both being 60 feet wide, as shown on a map filed in Book 210, Pages 39 through 41, inclusive, of Miscellaneous Maps, in the Office of the County Recorder of said County; thence S49°21'14"E, 12.14 feet along the centerline of said Carnegie Avenue to the POINT OF BEGINNING; thence leaving said centerline the following courses: 1) South 39°01'08" West, 172.52 feet; 2) South 39011'33" West, 484.40 feet; 3) South 38018'16" West, 55.23 feet; 4) South 39°09'41" West, 117.81 feet to the beginning of a curve, concave southeasterly and having a radius of 383.38 feet; 5) Southwesterly, 220.14 feet along said curve through a central angle of 32°54'00" to a point of reverse curve, concave northwesterly and having a radius of 15.50 feet, a radial line to said point bears South 83°44'19" East; 6) Southwesterly, 13.95 feet along said reverse curve through a central angle of 51 °34'56"; 7) South 57050'37" West, 28.93 feet to the beginning of a curve, concave northwesterly and having a radius of 15.50 feet; 8) Southwesterly, 4.71 feet along said curve through a central angle of 17°24'03" to the northeasterly line of that particular Right of Way easement to Southern California Edison as described in a document recorded in Book 11113, Page 54 of Official Records in the Office of said County Recorder; 9) North 29009'50" West, 6.33 feet along said northeasterly line to the beginning of a curve, concave northwesterly and having a radius of 9.50 feet, a radial line to said point bears South 05012'40" East; 10) Leaving said northeasterly line, northeasterly, 4.47 feet along said curve through a central angle of 26°56'43"; 1 of 4 WO#:801843918 NOT#:203698698 SERIAL NO. 73051A 11) North 57050'37" East, 28.93 feet to the beginning of a curve, concave northwesterly and having a radius of 9.50 feet; 12) Northeasterly, 8.55 feet along said curve through a central angle of 51 °34'56" to a point of reverse curve, concave southeasterly and having a radius of 389.38 feet, a radial line to said point bears North 83'44'19" West; 13) Northeasterly, 223.59 feet along said reverse curve through a central angle of 32°54'00"; 14) North 39°09'41" East, 117.76 feet; 15) North 38°18'16" East, 36.41 feet; 16) North 50055" 2" West, 3.60 feet; 17) North 39004'48" East, 18.83 feet; 18) South 50'55'12" East, 3.35 feet; 19) North 39011'33" East, 484.41 feet; 20) North 50°58'48" West, 2.76 feet; 21) South 40°38'58" West, 223.81 feet; 22) South 39°49'51" West, 360.19 feet; 23) South 39034'26" West, 203.78 feet; 24) North 50025'34" West, 1.33 feet to a point on the northwesterly line of hereinbefore mentioned Pullman Street, said point also being on a curve concave southeasterly and having a radius of 429.99 feet, a radial line to said point bears North 68032'56" West; 25) Northeasterly, 132.49 feet along said curve and said northwesterly line through a central angle of 17°39'14"; 26) Continuing along said northwesterly line, North 39°06'18" East, 212.03 feet; 27) Leaving said northwesterly line, North 39°49'48" East, 221.59 feet; 28) North 40038'58" East, 692.49 feet; 29) North 49021'02" West, 2.50 feet; 30) North 40038'57" East, 158.52 feet; 31) South 49°21'02" East, 4.09 feet to the beginning of a non -tangent curve, concave southeasterly and having a radius of 349.05 feet, a radial line to said point bears North 40°45'06" West; 32) Northeasterly, 25.14 feet along said curve through a central angle of 04007'37" to a point of non -tangent curve, concave southeasterly and having a radius of 421.99 feet, a radial line to said point bears North 33°26'29" West; 33) Northeasterly, 4.51 feet along said non -tangent curve through a central angle of 00036'43"; 2 of 4 WO#:801843918 NOT#:203698698 SERIAL NO. 73051A 34) North 40°38'58" East, 25.66 feet to a point on the northerly line of hereinbefore mentioned Pullman Street, said point also being on a non - tangent curve, concave southeasterly and having a radius of 429.99 feet, a radial line to said point bears North 29°33'00" West; 35) Northeasterly, 52.66 feet along said non -tangent curve and said northerly line through a central angle of 07°01'01 "; 36) Leaving said northerly line, South 49'19'48" East, 4.18 feet; 37) South 40°38'58" West, 76.50 feet; 38) South 49°21'02" East, 0.42 feet to the beginning of a non -tangent curve, concave southeasterly and having a radius of 393.00 feet, a radial line to said point bears North 32°18'28" West; 39) Northeasterly, 99.08 feet along said non -tangent curve through a central angle of 14°26'41" to the cusp of a curve, concave northeasterly and having a radius of 15.50 feet, a radial line to said point of cusp bears South 35'13'30" West; 40) Northerly, 9.96 feet along said curve through a central angle of 36°50'06", 41) North 17°56'24" West, 23.59 feet to a point on the northerly line of hereinbefore mentioned Pullman Street, said point also being on a non - tangent curve, concave southeasterly and having a radius of 429.99 feet, a radial line to said point bears North 18°15'24" West; 42) Northeasterly, 6.00 feet along said non -tangent curve and said northerly line of Pullman Street, through a central angle of 00°47'58"; 43) Leaving said northerly line, South 17°56'24" East, 23.58 feet to the beginning of a curve, concave northeasterly and having a radius of 9.50 feet; 44) Southeasterly, 14.62 feet along said curve through a central angle of 88°09'30" to a point of reverse curve, concave southerly and having a radius of 393.00 feet, a radial line to said point bears North 16°05'54" West; 45) Easterly, 184.05 feet along said reverse curve through a central angle of 26°50'00" to a point of reverse curve, concave northwesterly and having a radius of 9.50 feet, a radial line to said point bears South 10°44'06" West; 46) Northeasterly, 14.82 feet along said reverse curve through a central angle of 89°22'25"; 47) North 11'21'41" East, 23.83 feet to the northerly line of hereinbefore mentioned Pullman Street, said point also being on a non -tangent curve, concave southerly and having a radius of 429.99, a radial line to said point bears North 11'47'43" East; 3 of 4 WO#:801843918 NOT#:203698698 SERIAL NO. 73051A 48) Southeasterly, 10.38 feet along said curve and said northerly line through a central angle of 01 °23'00"; 49) Leaving said northerly line, South 11 °21'41" West, 2.25 feet; 50) North 78038'19" West, 4.38 feet; 51) South 11'21'41" West, 21.38 feet to the beginning of a curve concave northwesterly and having a radius of 15.50 feet; 52) Southerly, 24.18 feet along said curve through a central angle of 89022'25" to a point of reverse curve, concave southerly and having a radius of 387.00 feet, a radial line to said point bears North 10044'06" East; 53) Westerly, 355.00 feet along said reverse curve through a central angle of 52°33'29"; 54) South 40°38'58" West, 120.55 feet; 55) South 40°37'14" West, 137.26 feet; 56) South 40°33'59" West, 26.71 feet; 57) South 39°01'08" West, 131.47 feet to the POINT OF BEGINNING. The above described parcel contains a grid area of 45,381 square feet or 1.042 acres, more or less. All found monument descriptions and basis of bearings are as shown on Exhibit "A1" attached hereto and made a part hereof. This description is not intended for use in the conveyance of land in violation of the Subdivision Map Act of the State of California. The bearings shown herein are based on the California Coordinate System of 1983, Zone VI, North American Datum of 1983 (1991.35 epoch). The distances shown herein are grid distances. Ground distances may be obtained by dividing grid distances by the combination factor of 0.99997834. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors' Act. Signature: i l Vincent T. Davis, PLS Date: 14 Jun 2021 C-D GENT T 44/ 9L L O un mG a No. 8496 �° 4 of 4 �TF OF cA\F0 WO#:801843918 NOT#:203698698 P.O.C. (CL INTERSECTION) NORTHWESTERLY LINE PULLMAN STREET (RSB 258124-34) PARCEL 104104 UNDERGROUND TRANSMISSION EASEMENT (45,381 SQFT �0 /n EXISTING CALTRANS R/W (RSB 258124-34) �\ \ N ' \ 'IVIV `' \ \C \ v� S05`121.40"E. - I R). - \ LI8 \ : ................ \ \............... NORTHEASTERLY LINE OF \\ EXISTING EASEMENT TO SCE I I (IIII3/54 O.RJ \ SEE PAGE 2 FOR CONTINUATION \\Y / P.O.B. 4--- • �9 4 �4'N UNDERGROUND TRANSMISSION 104104 P EASEMENT (45,381 SOFT +) P 4�i 430-032-10 I P�Oo�P RNe 430-032-2 e � Q0 EXHIBIT "Al " COUNTY: ORA NOT TO SCALE RTE: 55 (Page 1 of 3) P.M.: 8.3 DATE: JUN 2021 PARCEL: 104104 SERIAL N0. 75051A P� APNe 430-012-03 �450-012-04 4„ W ( R-) Nl1°47 43"E (R) N18°15 2 ....- C17 �p L26 ��,G13 v L30 L32 L29 C15 11) Cl6 L33 332�2..8•Cl2C9 C14 N.• L24 Cl8 G 19 L28 \� 1 EXISTING ,:� \ � ; lR • CALT RAN 4 S R/ W ��� \\\ p6i �F? \; :' : p5 Sq�N• . 6 lRl AO- \\\ 6'0 � ° ,Zak.....: ° ,3�'`?'�.•• \\L- \ ,` APNe 430 0/l 04 \\ Q� UNDERGROUND TRANSMISSION 104104 EASEMENT P.O.C. (45,381 SOFT +) (q� INTERSECTION) 'IV o� P.O.B. o� � C' APNe 430-0/1-03 qP o "Al COUNTY: ORA NOT TO SCALE PARCEL: EXHIBITA l RTE: 55 104104 P.M.: 8.3 DATE: JUN 2021 (Page 2 OF 3) SERIAL N0: 73051A LINE DATA: CURVE DATA: NO. BEARING DISTANCE L l S39°011O8"W 172.52' L 2 S39°11133"W 484.40' L 3 S38°18116"W 5523' L 4 S39'09141"W 117.81' L 5 S57°50'37"W 28.93' L 6 N29°09150"W 6.33' L 7 N57°5037"E 28.93' L 8 N39°0914/"E 117.76' L 9 N38°18116"E 36.41' L 10 N50°55112"W 3,60' L 11 N39°04148"E 18.83' L121 S50°55112"E 3.35' L 13 N39'11133"E 484.41' L 14 N50°58148"W 2.76' L 15 S40°38158"W 223.81' L 16 539°49111"W 360.19' L 17 S39°34126"W 205.78' L l 8 N50°25134"W 1.53' L l 9 N39°06118"E 212.03' L26 N39'49148"E 221.59' L 2 / N40°38158"E 692- L 2 N49°21102"W 2.50' L2j N40°38157"E 158.52' L 2 4 549'21102"E 4.09' L 2 5 N40'38158"E 25.66' L261 S49°19148"E 4.18' L 27 540°38158"W 76.50' L 2 8 549'21102"E 0.42' L 2 9 N17°56124"W 23.59' L 3 0 S17°56124"E 25.58' L 31 N11'2/141"E 23.83' L 32 S11°2/141"W 2.25' L3j N78°38119"W 4.38' L 3 4 S11°2/141"W 21.38' L55 S40°38158"W 120.55' L 3 6 S40°37114"W 137.26' L37 S40°33'59"W 26.71' L 3 8 S39°01108"W 131.47' NO. RADIUS LENGTH TANGENT C l 32°54100" 383.38' 220.14' 113.20' C2 51°34156" 15.50' 13.95' 7.49' C 3 17°24103" 15.50' 4.71' 2.37' C 4 2656143" 9.50' 4.47' 2.28' C 5 51'34156" 9.50' 8.55' 4.59' C 6 32°54100" 589.58' 223.59' 114.97' C 7 /7°39114" 429.99' 132.49' 66.77' C81 04'07137" 349.05' 25.14' 12.58' C 9 00°36143" 421.99' 4.5/' 2.25' C l 0 07'01101" 429.99' 52.66' 26.36' C 11 14°26141" 393.00' 99.08' 49.80' C 12 36'50106" 15.50' 9.96' 5.16' C l 3 04'47158" 429.99' 6.00' 3.00' C 14 88°09130" 9.50' 14.62' 9.20' C l 5 26°50100" 393.00' 184.05' 95.75' C l 6 89°22125" 9.50' 14.82' 9.40' C 17 01'23'00" 429.99' 10.58' Sl3' C l 8 89°22125" /5.50' 24.18' 15.33' C 19 52°33129" 387.00' 355.00' 191.09' LEGEND: P.O.B. = POINT OF BEGINNING P.O.C. = POINT OF COMMENCEMENT R/W = RIGHT OF WAY == EASEMENT AREA SCE - SOUTHERN CALIFORNIA EDISON LAND co� o VINCENT T. DAVIS o 1 No. 8496 ��9TF OF VINCENT T. DAVIS 21 Jun 2021 DATE DATUM: NAD83 EPOCH 1991.35 ORANGE COUNTY SURVEYOR ADJUSTMENT COORDINATE SYSTEM: CCS83 ZONE 6, COORDINATES, BEARINGS, DISTANCES COMBINED FACTOR: 0.99997834 (GROUND = GRID/COMBINED FACTOR) /� COUNTY: ORA NOT TO SCALE PARCEL: EXHIBIT A IRTE: 55 104104 P.M.: 8.3 DATE: JUN 2021 (Page 3 of 3) SERIAL N0: 73051A