Loading...
HomeMy WebLinkAboutTESORO REFINING AND MARKETING COMPANY LLCCommonwealth Land Title Company When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, MJO Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER C.Ov ERNMPUT rOr,F QPCTlnw AIIR Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder IIitII II111I IRII IIIIIIIIIIIII1111IIIII 111111I I1IIIIII1I111 NO FEE + $ R 0 0 1 0 7 2 7 2 7 7 $ 20190000980..4495198 am 03/28/19 MVN6R1 G0c2 A& 6 , 0.00 0.00 0.00 0.00 15.00 0.00 0.000.000.00 0.00 CITY c: A kJ71 CL`' lily SPACE ABOVE THIS LINE FOR RECORDER'S USE -- - ----- - -*­z?Urz- CANCEL TAXES Z I APPROVED AS TO FORM BY ATTY. 1 APPROVED BY DIRECTOR I DESCRIM011 "n' BY DERCR"014 CHECKED-Oi. A. P. NIDIBER 463-141-OS R MAP MWER PROJECT NUMBER 2243 S..1h NW. S..d. Sam. A. CA 92707 DEED NDAMER 4172!r 97011 Uf (AN f DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company ("Grantor), does hereby grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California ("Grantee"), for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, commonly known as 2245 South Main Street, and more particularly described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. This conveyance is made by Grantor and accepted by Grantee subject to all matters of record, including but not limited to (a) the Environmental Restrictions setforth in that certain Grant Deed and Environmental Restrictions recorded on May 31, 2013, in the Official Records of Orange County as Document#2013000331571, aswelt as (b) the Additional Environmental Restrictions set forth in Exhibit "B" attached hereto and by this reference made a part hereof. ,, Grantor: Tesoro Refining & Mar eting Company LLC Adam, Dated : ; d-V i 9 By: nt ony R. Kennr LT Its: President Grantee: City of Santa Ana DatedBy: Its: A-C (v-'A(-i'f i MCWVAaW STL'vb)'ft• MEWg,2_A Page 1 of 3 IT; UN{i)iCENOTRwOUM D WORK MAY PFUEED Cl.'eliK OF COUNCIL L A.NC, cA"at When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE. CANCEL APPROVED APPROVED BY DESCRIPTION DESCRIPTION A. P. NUMBER TAKES AS TO DIRECTOR WRDTEN BY CHECKED -OK 403-141-08 g FORM BY AM. 2245 South Mein SUCOL Santa Ann. CA 92707 GRANTDEED RAWMM PROJECT NUMBER I NVAIBER DEED NUN®ER A-2019-010-01 FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company ("Grantor"), does hereby grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California ("Grantee"), for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, commonly known as 2245 South Main Street, and more particularly described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. This conveyance is made by Grantor and accepted by Grantee subject to all matters of record, including but not limited to (a) the Environmental Restrictions setforth in that certain Grant Deed and Environmental Restrictions recorded on May 31, 2013, in the Official Records of Orange County as Document #2013000331571, as well as (b) the Additional Environmental Restrictions set forth in Exhibit "B" attached hereto and by this reference made a part hereof. Grantor. Tesoro Refining & Marjteting Company LLC Dated /l/i`/ / �'; ? , a.i �(;j gy; nt ony R. Kenn Its: President ® _ Grantee: City of Santa Ana Dated : �2 h` I �7 By: Its: Y�C-ky1n C.l H NAO-wt4pY Page 1 of 3 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 Orange ) On March 25, 2019 before me, Rosa A. Flores, Notary Public (insert name and title of the officer) personally appeared Steven A. Mendoza, who proved to me on the basis of satisfactory evidence to be the person(,s'j whose name(s) is /afe subscribed to the within instrument and acknowledged to me that he/ehe/they executed the same in his/hw-Aiieif authorized capacity(iee), and that by his/her/their signatureA on the instrument the person(, or the entity upon behalf of which the person(,s'jacted, 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. ROSA A. FLORES p Notary Public - California Orange County }t!" Commission 42228450 My Comm, Expires Feb 7. 2022 Signature r=�l�� �l • � (Seal) Exhibit "A" to 4rUrt Deed LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOTS 21, 22, 23, 24 AND THE SOUTHERLY 7 FEET OF LOT 20, IN BLOCK "B" OF TRACT NO, 638, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. Parcel Number: 403-141-08 Page 2 of 3 Exh1kk:@:.jaaat peed Additional Environmental Res;rictlons 1. These Additional Environmental Restrictions shall be binding on Grantee and all successive owners of any fee interest in the real property described in Exhibit " " to this Grant Deed (said real property being hereinafter referred to as the "Real Property"). Every person who now or hereafter owns, occupies or acquires any right, title or interest in or to the Real Property is and shall be conclusively deemed to have consented and agreed to these Additional Environmental Restrictions, whether or not any reference to this Grant Deed or these Additional Environmental Restrictions Is contained in the instrument by which such person acquires an interest in the Real Property. 2. So long as any of Grantor's environmental monitoring and/or remediation wells exist at, on or within 100 feet of the Real Property, no such wells shall not be destroyed, damaged, covered, moved, removed, closed or capped, except by Grantor or one of its corporate successors -in - interest (or a contractor undertaking the same at the request of Grantor or one of its corporate successors -in -Interest). Page 3 of 3 STATE OF OHIO ) SS. COUNTY OF CLARK BEFORE ME, a Notary Public in and for said State of Ohio personally appeared the above named Anthony R. Kenney, President, Tesoro Refining & Marketing Company, who acknowledged that he did sign the foregoing instrument and that the same is the free act and deed of said company, and the free act and deed of him personally and as such officer, IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of �!G( �rlr� , 2019. `1a111111111' IAL _Z ; �'• JANA R, CROSBY Notary Signature sJOTARY PUBLIC ° STATE OF OHIO Hec on:W in Clark County .01 Ayowan1-nissionexpires Aug. 22.2023 My Commission Expires `', r e o a �9111111100% CERTIFICATE OF ACCEPTANCE This is to certify that the interest in the real property conveyed by the Grant Deed dated March 8, 2019, from Tesoro Refining & Marketing Company LLC, a Delaware limited liability company to the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws for the State of California, is hereby accepted by the undersigned officer or agent on behalf of the City Council pursuant to authority conferred by Ordinance No. NS- 2352 and Section No. 33-55 of the Santa Ana Municipal Code adopted by the City Council on June 1, 1988, in the compliance with California Government Code Section 27281 and the grantee consents to recordation thereof by its duly authorized officer. For the City of Santa Ana: 3 /Z� l 7 ate City Manager A-2019-010 • u i JAN 2 4 2013 ® When recorded, please mail this 0� �e strument and tax statements to: 1 tikw,o Clerk of the Council L City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. Exhibit "B" Form of Grant Deed EUOp� SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL APPROVED AS TO APPROVED BY DESCRD'TION DESCR@TION AP.NMIBER RAV MAP PROTECT TAXES FORMBYATTY. DIX TOR WRIITENBY CBECRE om 403-141-08 NOFIDER NOMBER 2245 South Main Sheet, Santn Am, CA 92707 n NUMB R 7d GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company ("Grantor'), does hereby grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California ("Grantee"), for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, commonly known as 2245 South Main Street, and more particularly described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. This conveyance is made by Grantor and accepted by Grantee subject to all matters of record, including but not limited to (a) the Environmental Restrictions set forth in that certain Grant Deed and Environmental Restrictions recorded on May 31, 2013, in the Official Records of Orange County as Document #2013000331571, as well as (b) the Additional Environmental Restrictions set forth in Exhibit "B" attached hereto and by this reference made a part hereof. Dated : Dated : 1 ' Zd' 2U I q Grantor: Tesoro Refining & Marketing Company LLC By: Its: Grantee: City of Santa Ana By: Its: Gc�, k Page 9 of 18 t U _ f' Exhibit "A" to Grant Deed LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOTS 21, 22, 23, 24 AND THE SOUTHERLY 7 FEET OF LOT 20, IN BLOCK "B" OF TRACT NO. 638, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. Assessor's Parcel Number: 403-141-08 Page 10 of 18 Exhibit "B" to Grant Deed Additional Environmental Restrictions 1. These Additional Environmental Restrictions shall be binding on Grantee and all successive owners of any fee interest in the real property described in Exhibit "A" to this Grant Deed (said real property being hereinafter referred to as the 'Real Property"). Every person who now or hereafter owns, occupies or acquires any right, title or interest in or to the Real Property is and shall be conclusively deemed to have consented and agreed to these Additional Environmental Restrictions, whether or not any reference to this Grant Deed or these Additional Environmental Restrictions is contained in the instrument by which such person acquires an interest in the Real Property. 2. So long as any of Grantor's environmental monitoring and/or remediation wells exist at, on or within 100 feet of the Real Property, no such wells shall not be destroyed, damaged, covered, moved, removed, closed or capped, except by Grantor or one of its corporate successors -in -interest (or a contractor undertaking the same at the request of Grantor or one of its corporate successors -in -interest). Page 11 of 18 EXHIBIT "C" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any 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 affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. Page 12 of 18 Exhibit "D" Access Agreement This Access Agreement ("Access Agreement") is made and effective as of the last date of signature below ("Effective Date") and is by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("Licensee"), and the City of Santa Ana ("Licensor"), with respect to certain real property commonly known as 2245 S. Main Street, Santa Ana, California as more particularly described on Exhibit "A" attached to this Access Agreement and incorporated herein by reference ("Propert '). Licensor and Licensee are hereafter sometimes singularly referred to as a "Party" and collectively referred to as the "Parties." Recitals A. Whereas, the Parties are parties to a Purchase and Sale Agreement for Acquisition of Real Property and Bilateral Escrow Instructions ("Purchase and Sale Agreement") regarding the Property; B. Whereas, one of the conditions to closing escrow under the Purchase and Sale Agreement is the full execution of this Access Agreement. Terms & Conditions NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree as follows: 1. Condition Precedent. This Access Agreement shall not take effect, nor have any force or effect, unless and until escrow closes under the Purchase and Sale Agreement and the Licensor acquires Licensee's fee interest in the Property as a result of the same. 2. Grant of License. Licensor, for itself and all successors -in -interest to its interest in the Property, and on behalf of all present and future tenants and occupants of the Property, hereby grants to Licensee and Licensee's parent, affiliated and subsidiary companies, and all of their employees, consultants, contractors, representatives, and agents (collectively, "Designated Representatives"), as well as any of their assigns, an irrevocable, non-exclusive license ("License") for the Term (as defined below), at no charge or rent, to access and enter onto the Property and perform any and all Corrective Action(s) (as that term is defined below) on, under, and at the Property that Licensee desires or is required to undertake or cause at the Property. Nothing in this Access Agreement shall be construed as requiring or obligating Licensee to undertake or cause any Corrective Action. The "Term" of this Access Agreement commences on the date Licensor first acquires fee title to the Property from Licensee and continues until one (1) year after Licensee obtains a "No Further Action" letter from the governmental agency with jurisdiction for issuing the same with respect to the Property. 3. Notice. Except in the event of an emergency, and except for any routine, "turnkey" activities, Licensee (or Licensee's Designated Representatives) will provide Licensor a minimum of 48 hours' notice prior to entering the Property via telephone, electronic mail, or facsimile transmission using the telephone number, electronic mail address or facsimile number designated by Licensor below. 4. Performance of Corrective Actions. Licensee shall perform any Corrective Actions (defined herein) it performs at the Property pursuant to this Access Agreement as follows: (a) Licensee shall conduct all Corrective Action in a manner so as to minimize any inconvenience or disruption to any business activities at the Property. Subject to the indemnity granted below for death, bodily injury, and property damage, Licensee and its Designated Representatives shall not be liable or responsible for any direct, special, consequential or incidental economic damages or harm resulting from its exercise of the License granted Page 13 of 18 hereunder, including, but not limited to, any lost profits, lost rents, lost income, lost sales, construction delays, and any other costs, expenses, and economic damages; and Licensor hereby waives, releases, acquits, and discharges the Licensee and its Designated Representatives from the same. (b) For all activities at the Property pursuant to the License granted herein, Licensee shall acquire all applicable permits and other authorizations required by any Agency (defined herein) for any Corrective Action under any applicable laws and regulations. (c) Licensee shall not allow any lien to encumber the Property as a result of any of its activities at the Property pursuant to this Access Agreement, and Licensee agrees to cause the removal or release of any such lien within thirty (30) days after notice thereof. (d) Licensee shall keep the Licensor informed of the progress of all Corrective Action at the Property conducted pursuant to the License granted herein by providing Licensor with copies of any and all reports and written communications to any Agency regarding such Corrective Action. (e) Licensee will properly maintain and repair any and all equipment and improvements installed and/or used at the Property pursuant to the License granted herein, and will also keep all portions of the Property where any such Corrective Action occurs in good, clean, and sanitary condition. Licensee will also promptly repair, at Licensee's sole cost and expense, any damage to the Property caused by its activities pursuant to the License granted herein. Upon completion of its activities at the Property pursuant to the License granted herein, Licensee will restore the Property to the condition in which the Property existed prior to Licensee's activities under the License granted herein, including, but not limited to, removing any equipment and improvements it installed and/or used at the Property (except that with respect to any monitoring wells installed at the Property, Licensee may close or cap such wells in compliance with all applicable laws and regulations). 5. Notice. Except for notice of access given in accordance with Section 3, all notices, demands, and requests required or given by a Party pursuant to this Access Agreement shall be in writing, and shall be deemed delivered on the earlier of (i) the posting of the notice, designated for delivery via United States Postal Service, registered or certified mail, return receipt requested, or United States Priority Mail with delivery confirmation, addressed to the addressee at its address set forth below or at such other address as such Party may have previously specified by notice delivered in accordance with this section, or (ii) actual receipt by the addressee: If to Licensee: Tesoro Refining & Marketing Company LLC 301 Ocean, Suite 1600 Long Beach, California 90802 Attn: Real Estate Department With a copy to: Tesoro Refining & Marketing Company LLC 19100 Ridgewood Parkway San Antonio, Texas 78259 Attn: Legal Department (Real Estate) If to Licensor: City of Santa Ana. 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Executive Director, Public Works Agency Page 14 of 18 With a copy to: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Clerk of the Council 6. Governing Law: Venue. This Access Agreement shall be governed by and construed in accordance with the laws of the State of California. 7. Successors and Assigns. This Access Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Parties, including, but not limited to, any successors -in -interest to Licensor's interest in the Property. Licensor shall provide prompt notice to Licensee of any assignment of this Access Agreement. Licensor represents, warrants, and covenants that it will not sell or transfer its interest in the Property unless the buyer or transferee agrees to an assignment of this Access Agreement to such buyer or transferee without modification, amendment, or alteration. In the event of any such assignment, Licensor shall not be released from any obligations or duties hereunder that arise or accrue after any assignment. Furthermore, Licensor shall not lease the Property after the Effective Date without disclosing this Access Agreement to the tenant, obtaining a written acknowledgement from the tenant that it has read and understands this Access Agreement, and securing written confirmation from the tenant that it also agrees to be bound by all terms and provisions of this Access Agreement that are applicable to the Licensor (which shall not in any way release Licensor from any of its duties and obligations under this Access Agreement). 8. Definitions. (a) Agency. The term "Agency" shall mean all local, state, and federal governmental agencies with jurisdiction over the Property. (b) Corrective Action(s). The term "Corrective Action' or "Corrective Actions" shall mean any assessment, corrective, remedial, removal, and monitoring activities of any petroleum products, toxic substances, hazardous wastes, hazardous materials, hazardous substances and the like on, under, and/or at the Property, including, but not limited to (a) the placement, installation, retention, operation, use, repair, replacement, maintenance, and removal of equipment, tools, and related facilities; (b) the temporary storage of investigation or remediation-derived wastes; (c) sampling, testing, monitoring, injecting, inspection, equipment operation, maintenance, and other investigative and remedial work; (d) the installation, drilling, monitoring, maintenance, and abandonment of wells, trenches, and other equipment used to facilitate any Corrective Action; (a) treatment, including landfarming of soils; and (f) other related environmental activities as may be desired by Licensee. 9. Counterparts. This Access Agreement may be executed in counterparts, which counterparts shall constitute a single, integrated agreement, and may be delivered by facsimile. 10. Modification: Waiver. This Access Agreement cannot be modified, amended or altered, or any of the terms hereof waived, except by an instrument in writing (referring specifically to an intent to modify, amend, or alter this Access Agreement) signed by the Party against whom enforcement of the modification, amendment, alteration or waiver is sought. 11. Recording. This Access Agreement shall not be recorded. However, at the option of Licensee, a memorandum of this Access Agreement may be recorded by Licensee in the office of the county recorder in which the Property is located and/or at such other appropriate location or place as may be determined by Licensee. Licensor agrees to promptly execute in recordable form any such memorandum requested by Licensee, provided that the form and substance thereof is acceptable to Licensor in its reasonable discretion. 12. No Admission of Liability or Responsibility. By entering into this Access Agreement, Licensee makes no admission of liability or responsibility regarding the environmental condition of the Property, and Page 15 of 18 neither this Access Agreement nor any acts performed pursuant thereto may be introduced into evidence to establish such liability or responsibility. 13. Severability. If one or more provisions of this Access Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Access Agreement, and the balance of the Access Agreement shall be interpreted as if such provision(s) was/were so excluded, and shall be enforceable in accordance with its remaining terms. 14. Entire Agreement; No Amendment to Purchase and Sale Agreement. There are no oral representations, stipulations or warranties, express or implied, with respect to the subject matter of this Access Agreement which are not fully set forth herein. Except for all of the terms and conditions of the Purchase and Sale Agreement and any other agreements and documents executed pursuant thereto (none of which are amended, modified, or deleted by this Access Agreement), all prior oral or written or contemporaneous promises, representations, agreements or understandings, express or implied, regarding the subject matter of this Access Agreement are expressly merged herein and superseded hereby. 15. Headings. The headings in this Access Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise affect the interpretation of any provision of this Access Agreement; and the masculine, feminine or gender neutral, as well as the singular and plural, shall be deemed to include the other gender and numbers whenever the context so indicates or requires. 16. Further Assurances. Licensor and Licensee agree to execute and deliver such other documents and to take such other actions as may reasonably be required to effectuate the purpose and subject matter of this Access Agreement. 17. Waiver. No purported waiver by either Party hereto of any term or provision of this Access Agreement or of any breach thereof shall be deemed to be a waiver of such provision or breach unless such waiver is in writing and signed by the Party making such waiver. No such waiver shall be deemed to be a subsequent waiver of such provision or a waiver of any subsequent breach of the same or any other provision hereof. 18. No Joint Venture. The Parties acknowledge and agree that this Access Agreement shall not be construed to create a partnership, joint venture, employment or agency relationship between the Parties. 19. Indemnification. Licensee shall indemnify, defend, and hold Licensor (and its officers, managers, representatives, agents, and employees) harmless from and against any and all liabilities, claims, suits, judgments, actions, investigations, proceedings, costs, and expenses (including attorneys' fees and costs) arising out of any death, bodily injury, or property damage caused by any act and/or omission by Licensee or its Designated Representatives at the Property in connection with Licensee's exercise of its rights under this Access Agreement. IN WITNESS WHEREOF, the Parties have duly entered into this Access Agreement on the dates set forth below. Licensee: Tesoro Refining & Marketing Company LLC Date: 2019 M Licensor: City of Santa Ana Date: 2019 Raul Godinez II City Manager Page 16 of 18 Attest: Maria D. Huizar Clerk of the Council Approved as to Form: John M.Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Date: 2019 Date: 2019 Date: 2019 Page 17 of 18 Exhibit "A" to Access Agreement LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOTS 21, 22, 23, 24 AND THE SOUTHERLY 7 FEET OF LOT 20, IN BLOCK "B" OF TRACT NO. 638, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. Assessor's Parcel Number: 403-141-08 Page 18 of 18 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in the real property conveyed by the Grant Deed dated from Tesoro Refining & Marketing Company LLC, a Delaware limited liability company, to the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws for the State of California, is hereby accepted by the undersigned officer or agent on behalf of the City Council pursuant to authority conferred by Ordinance No. NS- 2352 and Section No. 33-55 of the Santa Ana Municipal Code adopted by the City Council on June 1, 1988, in the compliance with California Government Code Section 27281 and the grantee consents to recordation thereof by its duly authorized officer. Z4, 20 Date For the City of Santa Ana: City Manager ACKNOWLEDGMENT 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 Orange ) On January 24 2019 before me, Rosa A. Flores, Notary Public (insert name and title of the officer) personally appeared Steven A. Mendoza, who proved to me on the basis of satisfactory evidence to be the personK whose names) is -/are subscribed to the within instrument and acknowledged to me that he/stmIthey executed the same in hisftmn*heir authorized capacity(ie , and that by his/her/their signature(sf on the instrument the person(', 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. 4 Signature a. (Seal) ROSA A. FLORES Notary Public California z �(sp 27 Orange County Commission a 2228450 My Comm. Expires Feb 7, 2022 '