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Home My WebLink AboutItem 19 - Warner Avenue Street Improvements (Oak Street to Grand Avenue)Public Works Agency https://www.santa-ana.org/pw Item # 19 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 6, 2021 TOPIC: Warner Avenue Street Improvements (Oak Street to Grand Avenue) AGENDA TITLE Authorize a Purchase Agreement in the Amount of $898,000 for Partial Real Property Acquisition for Warner Avenue Improvements Phase 2 (Property Owner: SPS Technologies, LLC) (Project No. 18-6901) (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute a purchase agreement with property owner SPS Technologies, LLC, a Delaware limited liability company, successor by merger to Cherry Aerospace LLC, a Delaware limited liability company, for the partial property acquisition and goodwill (if any) for the real property located at 1224 E. Warner Avenue (APN 016- 150-09) in the amount of $898,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Warner Avenue is classified as an East-West Major Arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving the one -mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening the street from a four -lane roadway to a six -lane arterial to address safety issues and provide adequate vehicular capacity; and installing parkways, raised median landscaping, storm drains, protected bike lanes, sound walls, street lights, and traffic signals. The City is acquiring properties for the development of Phase 2 of the Warner Avenue Improvements project, bounded by Oak Street and Grand Avenue. Construction is anticipated to begin in winter 2021. The proposed improvements for the project originated as a mitigation measure for the Tustin Legacy project, which involves the redevelopment of the former Tustin Marine Corps Air Station as a mixed -use commercial, residential, and industrial project. As such, the City of Tustin agreed to partially fund the improvements on Warner Avenue between Main Street and Grand Avenue. The recommended partial property acquisition (Exhibit 1) is necessary to accommodate the street improvements for Phase 2. The purchase offer was determined based on the Real Property Purchase Agreement — Warner Avenue Improvements, Phase 2 July 6, 2021 Page 2 appraised value prepared by a California State licensed appraiser and accepted by the property owner (Exhibit 2). ENVIRONMENTAL IMPACT On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT Funds in the amount of $898,000 are budgeted and available in the Warner Avenue Improvements Project (No. 18-6901) for property acquisition expenditures in FY 2021-22 as follows: Fiscal Accounting Accounting Unit, Year Unit —Account Fund Description Account No. Amount No. Description 2021-22 03217663-66100 Measure M- Measure M2 Competitive $673,500 Street Construction Street, Land Select Street Warner Ave -Tustin 2021-22 05917668-66100 Construction Community Facilities $224,500 (City of Tustin District, Land Contribution) TOTAL $898,000 EXHIBIT(S) 1. Location Map 2. Purchase Agreement — APN 016-150-09 Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager EXHIBIT 1 I 016-133-29 016-133-47 j I L 016-133-43 j I j 'o W I I � I I EVERGREEN ST c N I I I I I MW I i 016-150-09 224 E. WARNER AVE W i a w z ry 1! 1. I j I ILA ! I I I � EVERGREEN ST STANDARD AVE MATCHLINE LEGEND: SEE TOP RIGHT -SUBJECT PROPERTY -ACQUIRED PROPERTIES MATCHLINE SEE BOTTOM LEFT �016-150-74 i EXHIBIT 1 W i a LL.I z Q 9i v In a w- o I'M j Ln a I - o 3. N a HATHAWAY ST SANTA ANA TITLE P W A PURCHASE AGREEMENT FOR WARNER AVENUE IMPROVEMENTS (PROJECT NO.18-6= PUBLIC CORKS AGENCY NONGENERAL FUND) EXHIBIT 2 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on , 2 0 2 1 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and SPS Technologies, LLC, a Pennsylvania limited liability company, successor by merger to Cherry Aerospace LLC, a Delaware limited liability company (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and on and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, (a) fee title to that certain real property legally described on attached Exhibit A and shown as an area consisting of 6,801 square feet on the plat map attached as Exhibit B (the "Right of Way Fee Acquisition Area") and (b) a one hundred eighty (180) day temporary construction easement ("Temporary Easement") on, over, and above that certain real property described on attached Exhibit A-1 and shown as an area consisting of 8,503 square feet on the plat map attached as Exhibit B-1 (the "Easement Area"). The Right of Way Fee Acquisition Area and the Easement Area are a portion of the real property commonly known as 1224 E. Warner Avenue, Santa Ana CA) (APN 016-150-09) The Right of Way Fee Acquisition Area and the Easement Area are sometimes referred to herein together as "Said Real Property". Said purchase and sale of fee title to the Right of Way Fee Acquisition Area and the Temporary Easement on, over, and above the Easement Area shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: Conveyance by Seller; Grant by Seller. A. At Closing on the Closing Date (described below), Seller agrees to convey the Right of Way Fee Acquisition Area to City, by Grant Deed in form attached as Exhibit D (the "Grant Deed"). Closing shall be through escrow at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California,. B. At Closing on the Closing Date, Seller and City agree to enter into a Temporary Construction Easement Agreement in form attached as Exhibit E (the "Temporary Easement Agreement") pursuant to which Seller shall grant to City a one hundred eighty (180) day temporary easement on, over and above the Easement Area. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, at Closing on the Closing Date, the Right of Way Fee Acquisition Area shall be conveyed by Seller to City, as aforesaid, by Grant Deed, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title, except those exceptions shown in Paragraph 15 below. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 110933392.4 0060972-00016 3. Title Insurance. It shall be a condition to City's obligation to close the transactions contemplated by this Agreement that the above mentioned title company shall have committed at or before Closing to issue a policy of title insurance, with the City therein named as the insured, in the amount of the Purchase Price (described below) insuring the title of the City to the Right of Way Fee Acquisition Area is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as are listed as exceptions in the title report. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title as required in this Agreement. 4. Escrow; Closing Date. City agrees to open an escrow at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. This transaction shall be closed "(Closing" or "Close of Escrow") on or before the day that is sixty (60) days after the mutual execution and delivery of this Agreement by Seller and City (the "Closing Date"). If escrow is not in a condition to close by the Closing Date, and failure to close is due to unforeseen conditions of title or interest of third parties in said Real Property that cannot be resolved in Escrow on or before the Closing Date, then Buyer may, at its option, prior to Closing on the Closing Date, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is timely made, Escrow shall be closed on the Closing Date. If this transaction is not closed on the Closing Date due to no fault of Seller, all liabilities and obligations of Seller under this Agreement shall cease and terminate. Buyer shall be entitled to possession of the Right of Way Fee Acquisition Area immediately upon close of escrow, and to the temporary construction easement on, over, across the Easement Area upon a 48-hour written notification to Grantor. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "C" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of the Right of Way Fee Acquisition Area, and the granting of the Temporary Easement on, over, and above the Easement Area, to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "C" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on the Right of Way Fee Acquisition Area for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on the Right of Way Fee Acquisition Area for said fiscal year which have been paid prior to the date the deed conveying the Right of Way Fee Acquisition Area to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying the Right of Way Fee Acquisition Area to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or 110933392.4 0060972-00016 assessments attributable to the Right of Way Fee Acquisition Area, Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for the Right of Way Fee Acquisition Area, the above described Temporary Easement on, over, and above the Easement Area, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Eight Hundred Ninety -Eight Thousand and no/100 Dollars ($898,000.00). The full purchase price under this Section 6 is referred to in this Agreement as the "Purchase Price". City agrees to deposit said Purchase Price in escrow with the Escrow Agent on or before Closing on the Closing Date, and the Escrow Agent is hereby authorized and instructed to pay the same to Seller upon and after: (a) Conveyance of the Right of Way Fee Acquisition Area by the Grant Deed executed by Seller to City, and acceptance by City of the Grant Deed, as hereinabove provided; (b) Execution by Seller and City of the Temporary Construction Easement Agreement, granting to City the Temporary Easement on, over, and above the Easement Area; (c) Commitment by Escrow Agent to deliver to City the policy of title insurance as hereinabove provided; (d) Recordation of the Grant Deed conveying the Right of Way Fee Acquisition Area to City and recordation of the Temporary Construction Easement Agreement . 7. Possession. Seller agrees to deliver to City, on the date the Grant Deed conveying the Right of Way Fee Acquisition Area to City is recorded, quiet and peaceful possession of the Right of Way Fee Acquisition Area, which shall be made free by Seller of all personal property. 8. Rental and Occupancy By Seller. INTENTIONALLY DELETED 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said Purchase Price is just compensation at fair market value for fee title to the Right of Way Fee Acquisition Area and the Temporary Easement on, over, and above the Easement Area and includes payment for fixtures & equipment (if any) (improvements pertaining to the realty), goodwill (if any), and severance damages. 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of itself, its heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of fee title 110933392.4 0060972-00016 to the Right of Way Fee Acquisition Area and of the Temporary Easement on, over, and above the Easement Area by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Right of Way Fee Acquisition Area, or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of fee title to the Right of Way Fee Acquisition Area and of the Temporary Easement on, over and above the Easement Area by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire fee title to the Right of Way Fee Acquisition Area and of the Temporary Easement in the Easement Area through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire fee title to the Right of Way Fee Acquisition Area and the Temporary Easement on, over and above the Easement Area or to construct the works of improvement on the Right of Way Fee Acquisition Area, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. C. Seller hereby acknowledges that it either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Seller acknowledges that it may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect. This acknowledgment and release shall survive the Close of Escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 1224 E. Warner Avenue, Santa Ana, CA 92705. 15. Exceptions. City agrees to accept title to said real property by the Grant Deed subject to the following: the non -monetary encumbrances and matters listed in the title report. 110933392.4 0060972-00016 16. Entire Aqreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. AS -IS PURCHASE. Buyer is purchasing fee title to the Right of Way Fee Acquisition area and the Temporary Easement in the easement area "as is", subject to all matters known, unknown and unsuspected. Except as expressly set forth herein, Seller makes no representations or warranties, express or implied, with respect to the title to or condition of said real property the suitability of said real property for Buyer's intended use, or the presence of any hazardous substances or materials in any media on said real property. Buyer represents that it has the necessary sophistication in real estate to assume the risk of unknown and unsuspected matters. 18. BUYER'S RELEASE OF SELLER. AT THE CLOSING, SUBJECT TO SELLER'S REPRESENTATIONS AND WARRANTIES HEREIN, BUYER SHALL ASSUME THE RISK OF ALL ADVERSE MATTERS RELATING DIRECTLY OR INDIRECTLY TO SAID REAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, PHYSICAL CONDITIONS AND ENVIRONMENTAL CONDITIONS, WHETHER SUCH MATTERS HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS OR NOT. IF BUYER CLOSES ON THE PURCHASE OF THE FEE TITLE TO THE RIGHT OF WAY FEE ACQUISITION AREA AND OF THE TEMPORARY EASEMENT ON, OVER AND ABOVE THE EASEMENT AREA, THEN BUYER'S CLOSING SHALL CONSTITUTE A RELEASE AND DISCHARGE OF, AND BUYER SHALL BE DEEMED TO HAVE RELEASED, SELLER AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES AND AGENTS ("SELLER PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT AND STATUTORY CLAIMS), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) ("CLAIMS") OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, PRESENT OR FUTURE, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST ANY SELLER PARTY AT ANY TIME BY REASON OF OR ARISING OUT OF ANY PHYSICAL OR ENVIRONMENTAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING SAID REAL PROPERTY, INCLUDING ANY ACTS OR OMISSIONS OF SELLER OTHER THAN CLAIMS ARISING FROM ANY BREACH OF AN EXPRESS REPRESENTATION OR WARRANTY OF SELLER HEREIN, OR SELLER FRAUD (COLLECTIVELY, "RESERVED CLAIMS"). BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF ANY HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON SAID REAL PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF, AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF, BUYER AND THAT SUBJECT TO RESERVED CLAIMS, BUYER SHALL HAVE NO CLAIM, INCLUDING, WITHOUT LIMITATION, ANY STATUTORY CLAIMS OR CLAIMS FOR CONTRIBUTION OR JOINT LIABILITY, AGAINST ANY SELLER PARTY. THE FOREGOING RELEASES INCLUDE, WITHOUT LIMITATION, ANY CLAIMS BUYER MAY NOW OR HEREAFTER HAVE AGAINST ANY SELLER PARTY UNDER ANY FEDERAL OR STATE LAW STATUTE OR REGULATION RELATING TO HAZARDOUS SUBSTANCES, AS THE SAME MAY BE AMENDED. THE FOREGOING RELEASES, COVENANTS, REPRESENTATIONS AND WARRANTIES INCLUDE, WITHOUT LIMITATION, ANY CLAIMS SELLER MAY NOW OR HEREAFTER SUFFER UNDER ANY FEDERAL OR STATE LAW STATUTE OR REGULATION RELATING TO HAZARDOUS SUBSTANCES, AS THE SAME MAY BE AMENDED. SUBJECT TO THE FOREGOING, AND SUBJECT TO THE RESERVED CLAIMS, UPON CLOSING BUYER RELEASES AND FOREVER DISCHARGES EACH SELLER PARTY FROM ANY AND ALL CLAIMS OF EACH AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, PRESENT OR FUTURE, RELATING DIRECTLY OR INDIRECTLY TO THE TITLE TO OR CONDITION OF SAID REAL PROPERTY, THE SUITABILITY OF SAID REAL PROPERTY FOR BUYER'S INTENDED USE, REGARDLESS OF FAULT OR NEGLIGENCE OF SELLER. THE RELEASES IN THIS PARAGRAPH SHALL SURVIVE THE CLOSE OF ESCROW AND SHALL NOT BE DEEMED MERGED INTO THE GRANT DEED FROM SELLER TO BUYER. 19. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 110933392.4 0060972-00016 20. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 21. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 22. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 23. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 24. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 25. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 27. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 28. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA. 29. Construction Contract and Curative Work. (a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 6 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: NONE All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the value of the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: NONE 110933392.4 0060972-00016 (c) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement does not include the value of the cost to relocate the SCE vault located within the Right of Way Fee Acquisition Area. Seller takes full and sole responsibility for the relocation of the SCE vault, which shall be completed in a timely manner. Seller shall work in good faith with City and SCE for the relocation of the SCE vault so that it does not interfere with or delay the City's Project. City will fully reimburse Seller for the actual cost of the SCE vault relocation through a relocation reimbursement agreement. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS 110933392.4 0060972-00016 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: SPS Technologies, LLC, a Delaware limited liability company, successor by merger to Cherry Aerospace LLC, a Delaware limited liability company By: Name: Its: City/Buyer City of Santa Ana Kristine Ridge City Manager Attest: Daisy Gomez City Clerk Approved as to Form: John M. Funk Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba, PE, PLS Executive Director Public Works Agency Date: 2021 Date: 2021 Date: 2021 Date: June 4 , 2021 Date: 12021 110933392.4 0060972-00016 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: SPS Technologies, LLC, a Pennsylvania limited liability company, successor by merger to Cherry Aerospace LLC, a Delaware limited liability company Date: 611Z11Z6Z1 , 2021 By: Nh% d Name: yzg- eresJP,4 9 Ae4cal uG"afler Its: City/Buyer City of Santa Ana Date: 2021 Kristine Ridge City Manager Attest: Date: , 2021 Daisy Gomez City Clerk Approved as to Form: Date: , 2021 John M. Funk Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL: Date: , 2021 Nabil Saba, PE, PLS Executive Director Public Works Agency 110933392.4 0060972-00016 EXHIBIT "A" (PART TAKE FEE) LEGAL DESCRIPTION HUIMMLLARS HUrrT-24LLARS. INC. • 2803 Main &heel , Suite 400, Irvine, CA 92514.4250 & 949.9138.5615 phone • 949.9B8.502fl fax 4 huitt-xoliars.00m R307513.19 05-14-20 REVISED 05-15-20 EXHIBIT "A" LEGAL DESCRIPTION FLIGHT OF WAY FEE AQUISTION APN 016-150-09 That portion of the land allotted to James McFadden, as described in the Final Decree of Partition of the Rancho Santiago de Santa Ana, which was entered September 12, 1868 in Book B, Page 410 of Judgments of the district court of the 17th Judicial District in and for Los Angeles County, in the City of Santa Ana, County of Orange, State of California, more particularly shown on the Record of Survey filed in Book 25, Page 3, of Records of Survey, in the office of the County Recorder of said county, described as follows: Beginning at the intersection of the Westerly Southern Pacific Railroad Company Right of Way line as described in that certain Grant Deed recorded in Book 210, Page 33, of Deeds, in said office of the County Recorder, as shown on said Record of Survey and the Southerly line of the easement for street purposes described in that certain Deed, recorded April 5, 1966, in Book 7890, Page 714, of Official Records, in said office of the County Recorder, being the Southerly Right of Way line of Warner Avenue, 40.00 feet wide as now established; thence along said Westerly Right of Way line South 01°23'57" West 12.50 feet to a line parallel with and 12.50 feet Southerly of said Southerly easement line; thence leaving said Westerly line along said parallel line North 88029'43" West 126.31 feet to the beginning of a curve concave Northerly, having a radius of 6,085.00 feet; thence leaving said parallel line Westerly 231.92 feet along said curvet through a central angle of 02°11'O1" to the beginning of a reverse curve having a radius of 7.00 feet; thence Westerly and Southwesterly 5.38 feet along said curve through a central angle of 44°02'03" to the beginning of a revcrsc curve having a radius of 23.00 feet; thence Southwesterly and Westerly 17.93 feet along said curve through a central angle of 44°39'33" to the beginning of a reverse curve having a radius of 22,526.00 feet; thence Westerly 124.53 feet along said curve through a central angle of00°19'00"; thence non - tangent North 88°23'57" West 81.60 feet to the Easterly lute of Emmett's Addition of South Santa Ana, per map filed in Book 8, Page 13, of Miscellaneous Maps, in said office of the County Recorder, as shown on said Record of Survey; thence along said Easterly line North 01°20'34" East 9.79 feet to said Southerly Right of Way line of Warner Avenue; thence along said Southerly Right of Way line the following two (2) courses: South 88°30'26" East 30.39 feet and South 88'2943" East 555.20 feet to the Point of Beginning. 111 glii310362.011UV0 .10/'QC INS 6100 EXHIBIT "A" (PART TAKE FEE) LEGAL DESCRIPTION EXHIBIT A R307513.19 LEGAL DESCRIPTION -CONTINUED 05-14-20 PAGE 2 DF 2 REVISED 05-15-2.0 Containing an area of 6,80I square fect, more or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and casements, if any, of record. All as shown on Exhibit "B" attached hereto and by this reference made a part hereof. DAVID W. 1ViACKEY, PLS 8912 NO. 5912 �r� of cr,titi�Q�� EXHIBIT "B" (PART TAKE FEE) PLAT MAP EXHIBIT A R30751119 LEGAL DESCRIPTION -CONTINUED 05-14-20 PAGE 2 OF 2 REVISED 05-15-20 Containing an area of 6,801 square feet, more or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements, if any, of record_ All as shown on Exhibit "B" attached hereto and by this reference made a part hereof. o�G' o � DAVID W. MACKEY, PLS 9912 NQ 6912 sl1A. OF CAL1F EXHIBIT "B" (PART TAKE FEE) PAGE 2 OF 2"'__ _.v.. -, _.• - -- PLAT MAP REVISED 05-15-20 Containing an area of 6,801 square feet, more or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements, if any, of record. All as shown on Exhibit "B" attached hereto and by this reference made a part hereof. DAVID W. MACKEY, PLS 8912 �1 p o 0. X7 NO. $912 J ;: CAOL EXHIBIT "A-1" (TEMPORARY CONSTRUCTION EASEMENT) LEGAL DESCRIPTION HUIIT 2fXLA HUITT-ZOLLARS. INC. • 2603 Main Street • Suite 400 • Irvine. CA 92614-425C • 949.988.5815 phone • 949 988.5820 fax • huitt-zollars.com R307513.19 05-14-20 REVISED 05-15-20 EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT APN 016-150-09 That portion of the land allotted to James McFadden, as described in the Final Decree of Partition of the Rancho Santiago de Santa Ana, which was entered September 12, 1868 in Book B, Page 410 of Judgments of the district court of the 17th Judicial District in and for Los Angeles County, in the City of Santa Ana, County of Orange, State of California, more particularly shown on the Record of Survey filed in Book 25, Page 3, of Records of Survey, in the office of the County Recorder of said county, described as follows: Beginning at the intersection of the Westerly Southern Pacific Railroad Company Right of Way line as described in that certain Grant Deed recorded in Book 210, Page 33, of Deeds, in said office of the County Recorder, as shown on said Record of Survey and the Southerly line of the easement for street purposes described in that certain Deed, recorded April 5, 1966, in Book 7890, Page 714, of Official Records, in said office of the County Recorder, being the Southerly Right of Way line of Warner Avenue, 40.00 feet wide as now established; thence along said Westerly Right of Way line South 01°23'57" West 12.50 feet to a line parallel with and 12.50 feet Southerly of said Southerly easement line, also being the TRUE POINT OF BEGINNING; thence leaving said Westerly line along said parallel line North 88°29'43" West 126.31 feet to the beginning of a curve concave Northerly, having a radius of 6,085.00 feet; thence leaving said parallel line Westerly 231.92 feet along said curvet through a central angle of 02°11'0V to the beginning of a reverse curve having a radius of 7.00 feet; thence Westerly and Southwesterly 5.38 feet along said curve through a central angle of 44°02'03" to the beginning of a reverse curve having a radius of 23.00 feet; thence Southwesterly and Westerly 17.93 feet along said curve through a central angle of 44039133" to the beginning of a reverse curve having a radius of 22,526.00 feet; thence Westerly 124.53 feet along said curve through a central angle of 00°19'00"; thence non -tangent North 881123'57" West 81.60 feet to the Easterly line of Emmett's Addition of South Santa Ana, per map filed in Book 8, Page 13, of Miscellaneous Maps, in said office of the County Recorder, as shown on said Record of Survey; thence along said Easterly line South 01020'34" West 21.49 feet; thence leaving said Easterly line South 88°23'57" East 47.95 feet; thence South 02°25'13" West 9.96 feet; thence South 88°29'43" East 216.10 feet; thence North 01°30'17" East 25.69 feet; thence South 88°39'35" East 321.64 feet to said Westerly Southern Pacific Railroad 11C EXHIBIT "A-1" (TEMPORARY CONSTRUCTION EASEMENT) LEGAL DESCRIPTION EXHIBIT A R307513.19 LEGAL DESCRIPTION -CONTINUED 05-14-20 PAGE 2 OF 2 REVISED 05-15-20 Company Right of Way line; thence along said Westerly line North 01 °23'57" East 2.22 feet to the TRUE POINT OF BEGINNING. Containing an area of 8,503 square feet, more or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements, if any, of record. All as shown on Exhibit "B" attached hereto and by this reference made a part hereof. DAVID W. MACKEY, PLS 8912 p ❑ -c O NO. 8912 s OF CAl1F0R EXHIBIT "B-1" (TEMPORARY CONSTRUCTION EASEMENT) PLAT MAP SHEET 1 OF 2 WARAER A VENUE ]126.31' N8829'43'W N887943"W - 7EASEMENT FOR STREET PURPOSES PER BOOK 2339, PAGE 255, OREASEMENT FOR STREEt PURPOSES`PER GOOK 7890 PAGE 714, OR—~-------P.O.C. 01"R=fiD$SOu' Nor*235JEL=231.92' N88*2943_ 12.50' N88'3935"�v .i21.84' T.P.O.B 8,503 SO FT. NOF' J 57 € 1 70' IL � a pip wct n N 79A 9 0 do MA N FA e 99Aq� f ILI 70' NO. 8912 O F CAtlfv.. REWSED: 511512020 S H UITT-ZOLLkRSKETCH TQ ACC°MPANY'-_¢°' A LEGAL DESCRIP77ON DRAW er DW__ 2eW Man Street Suite 400. M'vlrw, CA 92614 h1T 18' cwogd a RHH Phan (t9) 856 =5 Fax NNO) OWSBW TFAI9PORARY DA7r 511412020 , C►W BY CONSMOTAM EASEISNT 5115/2020 R307513.19 R. \R307513i9jCADDjMAPP;NG\DWGkEX\3075f3T9XX12.DWG EXHIBIT "B-1" (TEMPORARY CONSTRUCTION EASEMENT PLAT MAP _ a WARNER A VEJVUE _—Jr N88 2J31' 9 '43"W N8879'43"W— �% CASEMENT FOR STREET PURPOSES PER BOOK 2339, PAGE 255, OREASEMENT FOR sTREET PURPOSESPER GOOK 7890, PAGE 714, OR.P.Q.C. A-02'1101 R=6 5OD' N012357E L=231.92' $79'43"W 1 N88 :39 `.35 "W J21. 84' T p 0.8: 8,503 SQ.F7. 2.22'357.F 1 f go 704L � a 2 cc � mmmac do SANTA AMA 70' * NO. 8912 OF m- REVISED. 51151.2020 � H _L.I ITT ��LLRS KETCH TO ACCOMPANY 1-=40` _ A LEGAL DESCRIP17ON DRANN BY 0"d Huld28M Main 3tref, Sul!• AGO, k vkvk 2CA B14 E)(hW 18' cwow BY RHH Phone (00) e&-SM Fax ($W*) SWSM iEM PORARY nA7r 511412020 AP%WOWo gY CONSTRIICTfON EASEMENT f�f� 511512420 A.P.N 016-150-09 " No. R307513 19 R. \R307513 19\CADDjoTAPPING\DWC�EX\3O7513T9XX12.OWG 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. 110933392.4 0060972-00016 EXHIBIT "D" (GRANT DEED) 110933392.4 0060972-00016 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 TAXES X APPROVED AS TO FORM BY ATTY, APPROVED BY DIRECTOR DESCRIPTION WRITTEN BY DESCRIPTION CHECKED-O.K A. P. NUMBER 016-150-09 RIW MAP NUMBER PROJECT NUMBER 1224 E. Wanier Avenue, Santa Ana, CA 92705 DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SPS Technologies, LLC, a Pennsylvania limited liability company, successor by merger to CherryAerospace LLC, a Delaware limited liability company Does Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized underthe Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 1224 E. Warner Avenue, Santa Ana, CA 92705, described as follows: SEE EXHIBIT "A" and °B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; This grant is made expressly subject to all items listed on attached Exhibit C. Grantor: SPS Technologies, LLC, a Pennsylvania limited liability company, Successor by merger to Cherry Aerospace LLC, a Delawarelimited liability company Dated: Name: AVJl 'el c, qt'o Its: 110933392.4 0060972-00016 CALWOR I L ALL- PURPOSE CERTIFICATE OF ° CKNOY4LEDGM ENT A notary public or other officer completing this certificate verities 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_(OR D,t�� } On l ,�n�,� a before me,Lxa�'� Here insert name and title of the Ricer) personally appeared who proved to me on the basis ofsati factory vidence to be the p on(*whose name4)@�afe-subscribed to the within instrument and acknowledged to me that /sWtha�Fexecuted the same in( rhegthe r authorized capacity(ri@&), and that by hethaif signatures} on the instrument the person(tT,, or the entity upon behalf of which the person(e) acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. OANIELA BDRBE Notary Public - California WITNESS my hand and official seal. prangs County i z Z Commission # 2227659 My Comm. Expires Jan 31, 2022 No ary Public Signature (Notary Public Seal) ADDITIONAL OPTIONAL 1NF®RfilATl®IV INSTRUCTIONS FOR COMPLETING THIS FORM This foriaa complies with current Calfoi'atia statutes r•egardin,, notary tvoi•dirag mad, DESCRIPTION OF THE ATTACHED DOCUMENT i needed, should be completed and attached to the document. llckraoivlealgments from other states may he completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary lmv. (Title or description of attached document) • State and County information must be the State and County where the document signei(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be, the date that the signer(s) personally appeared ""'hich (Title or description of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears 'within his or her Number of Pages Document Dato - commission followed by a comma and then your title (notary public). • Print the nanie(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/the-y,— is /are) or circling the correct fortes. Failure to correctly indicate this ❑ Individual (s) infonnationmay lead torejection ofdocumentrecording. ❑ Corporate Officer a The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. if seal impression smudges, re -seal if a (Title) sufficient area pen -nits, otherwise complete a different acknowledgment form, s a Signature of the notary public must match tho signature on file with the office of I-] Partnerthe county clerk. ❑ Attorney -in -Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. Other Indicate title or type of attached document,f number opages and date. er ❑ . Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer indicate the title (i.e. CEO CFO, Secretary). 2015 Version wuniw.NolaryClasses.corn 800873-9865 Securely attach this docuunent to the signed document with a staple. EXHIBIT A HURT-2DLMS HUrri-26LLARS_ INC. - 2603 Win Sireet, Suite 400 , Irvine, CA 92514-4250 , 949.988.5815 phone - 949.9158.5820 fax � huitt-milm.com R307513.19 05-14-20 REVISED 05-15-20 EXHIBIT "A" LEGAL DESCRIPTION RIGHT OF WAY FEE AQUISTIGN APN 016-150-09 That portion of the land allotted to James McFadden, as described in the Final Decree of Partition of the Rancho Santiago de Santa Ana, which was entered September 12, 1868 in Book B, Page 410 of Judgments of the district court of the 17th Judicial District in and for Los Angeles County, in the City of Santa Ana, County of Orange, State of California, more particularly shown on the Record of Survey filed in Book 25, Page 3, of Records of Survey, in the office of the County Recorder of said county, described as follows: Beginning at the intersection of the Westerly Southern Pacific Railroad Company Right of Way line as described in that certain Grant Deed recorded in Book 21.0, Page 33, of Deeds, in said office of the County Recorder, as shown on said Record of Survey and the Southerly line of the easement for street purposes described in that certain Deed, recorded April 5, 1966, in Book 7990, Page 714, of Official Records, in said office of the County Recorder, being the Southerly Right of Way line of Warner Avenue, 40.00 feet wide as now established; thence along said Westerly Right of Way line South 01°23'57" West 12.50 feet to a line parallel with and 12.50 feet Southerly of said Southerly easement line; thence leaving said Westerly line along said parallel line North 88°29'43" West 12.6.31 feet to the beginning of a curve concave Northerly, having a radius of 6,085.00 feet; thence leaving said parallel line Westerly 231.92 feet along said curvet through a central angle of 02'11'01" to the beginning of a reverse curve having a radius of 7.00 feet; thence Westerly and Southwesterly 5.38 feet along said curve through a central angle of 44¢02'03" to the beginning of a revcrsc curve having a radius of 23.00 feet; thence Southwesterly and Westerly 17.93 feet along said curve through a central angle of 44°39'33" to the beginning of a reverse curve having a radius of 22,526.00 feet; thence Westerly 124.53 feet along said curve through a central angle of 00°19'00"; thence non - tangent North 88°23'57" West 81.60 feet to the )easterly line of Emmett's Addition of South Santa Ana, per map filed in Book 8, Page 13, of Miscellaneous Maps, in said office of the County Recorder, as shown on said Record of Survey; thence along said Easterly line North 01"20'34" East 9.79 feet to said Southerly Right of Way line of Warner Avenue; thence along said Southerly Right of Way line the following two (2) courses: South 88°30'26" East 30.39 feet and South 88829°43" East 555.20 feet to the Point of Beginning. EXHIBIT A R307513.19 LEGAL DESCR-LPTION-CONTINUED 05-14-20 PAGE 2 OF 2 REVISED 05-15-20 Containing an area of 6,801 square feet, more or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements, if any, of record. All as shown on Exhibit "B " attached hereto and by this reference made a part hereof. p, `^'vb h 'qo [y Icc 0 a DAVID W. MACKEY, PLS 8912 * No. 0912 *� CAL 110933392.4 0060972-00016 EXHIBIT B EXHIBIT A R307513.19 LEGAL. DESCRIPTION -CONTINUED 05-14-20 PAGE 2 OF 2 REVISED 05-15-20 Containing an area of 6,801 square feet, more or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements, if any, of record. All as shown on Exhibit "B° attached hereto and by this reference made a part hereof. `apt LAUD W . y 'sG 0 0 � o DAVID W. MACKEY, PLS 8912 * Na. 8912 �r�rF OF cAixVa�`�,� PAGE 2 OF 2 Y.. REVISED 05-15-20 Containing an area of 6,801 square feet, more or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements, if any, of record. All as shown on Exhibit "B" attached hereto and by this reference made a part hereof. It 011-10r 4 +b DAVID W. MACKEY, PLS 8 912 "o_ e4] 2 flu "36UZA uubUU1Z-uuu1b EXHIBIT C Permitted Exceptions 1. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: 2 3 Granted to: The City of Santa Ana Purpose: traffic signal purposes Recording Date: November 1, 1968 Recording No: in Book 8774, Page 527 of Official Records Affects: a portion of said land Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Southern California Edison Company, a Corporation Purpose: Public utilities Recording Date: June 3, 1981 Recording No: in Book 14084, Page 1389 of Official Records Affects: a portion of said land Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date Recording No: Affects: The City of Santa Ana ingress and egress March 5, 1986 as Instrument No. 86-088431 of Official Records a portion of said land 110933392.4 0060972-00016 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in the real property conveyed by the Grant Deed dated from SPS Technologies, LLC, a Pennsylvania limited liability company, successor by merger to Cherry Aerospace LLC, a Delaware limited liability company ("GRANTOR") 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"), 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 of Council on June 01, 1998, in compliance with California Government Code Section 27281, and the GRANTEE consents to recordation thereof by its duly authorized officer. Date For the City of Santa Ana: Kristine Ridge City Manager 110933392.4 0060972-00016 EXHIBIT "E" (TEMPORARY CONSTRUCTION EASEMENT DEED) 110933392.4 0060972-00016 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 SPACE ABOVE THIS LINE FOR RECORDER'S USE GOVERNMENT CODE SECTION 6103. CANCEL. TAXES x APPROVED AS TO FORM BYATTY. APPROVED BY DIRECTOR DESCRIPTION WRITTENBY DESCRIPTION CHECKED-O.K. A. P, NUMBER 016-1.50^09 R1W MAP NUMBER PROJECT NUMBER 1224 E, Wanner Avenue, Santa Ana, CA 92705 DEED NUMBBR TEMPORARY CONSTRUCTION EASEMENT AGREEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SPS Technologies, LLC, a Pennsylvania limited liability company, successor by merger to CherryAerospace LLC, a Delaware limited liability company ("Grantor") Does Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized underthe Constitution and laws of the State of California (the "City"), A temporary construction easement on, over, and County of Orange, State of California described "Temporary Easement Area"), which exhibits arE hereof, to use the Temporary Easement area (i) a: road improvements and (ii) for possible grading obligations herein. above that real property in the City of Santa Ana, in Exhibit `A-1' and shown in Exhibit `I3-1' (the attached hereto and by reference made a part an ingress/egress for the purpose of constructing nd landscaping pursuant to the City's restoration The temporary easement granted herein shall automatically expire and terminate (and be of no further force or effect without further action of the parties) (180) days after a 15 days written notice is given to at 11:59 p.m. on the date that is one hundred eighty Grantor by the City prior to commencement of work within TCE area, which shall be the start date of the TCE. Upon such termination, City shall, if requested in writing by Grantor, promptly execute and deliver to Grantor (for recording in the Records of Orange 110933392.4 0060972-00016 County, California) a termination of this Temporary Construction Easement Agreement in form and content reasonably acceptable to Grantor to confirm such termination. City shall keep the Temporary Easement Area and Grantor's adjacent property free from any and all liens arising out of any work performed by City or its contractors or employees on the property adjacent to the Easement Area or otherwise. Upon completion of City's use of the Temporary Easement Area pursuant to this Temporary Construction Easement Agreement, the City shall, prior to expiration of the temporary easement granted herein and at City's expense, remove all debris and restore the Temporary Easement Area to a condition equivalent to or better than that which existed prior to such disturbance. City shall defend, indemnify and hold Grantor harmless for, from and against any and all claims, demands, losses, damages, expenses and liabilities, including personal injury and for any damage to or loss or destruction of property, suffered by Grantor, its tenants, employees and invitees, arising out of or resulting from use, maintenance, repair or restoration of the Temporary Easement Area by City, its officers, employees, agents or contractors; provided however, that Grantor shall not be entitled to such indemnification for damage caused to Grantor or any third party by reason of the sole negligence or misconduct of Grantor or damage caused by the concurrent negligence of Grantor to the extent of such concurrent negligence. City's obligations under this paragraph shall survive the expiration or other termination of this Temporary Construction Easement Agreement. The temporary easement granted hereby is subject to all prior easements and encumbrances of record. The temporary easement granted hereby shall be non-exclusive and Grantor reserves the right to grant other easement rights in and to the Temporary Easement Area; provided that such easement rights shall not unreasonably interfere with the easement rights granted herein. IN WITNESS WHEREOF, the grantor hereto has caused this Temporary Construction Easement Agreement to be executed as of this day of 12021. Dated : G ` lq Z 6?, r r v Name: i�a��'e i 19 !b NJ Its V /Ac," 110933392.4 0060972-00016 G„ LWORMQ ALL- PURPOSE CERTIFICATE OF 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 f � 4-1 qtf } On ''I J L 2 o �- i beforeme, AA r! (Here insert name and ON 9r the 01cer) personally appeared (9S� f who proved to tree on the 'basis whose name (&Safe -subscribed to the within instrument and acknowledged to me that lslwalth-ay executed the same in &hwJthe +authorized capacity(4"), and that by is i:adthe}r signatures} -on the instrument the person(e); 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. 50 DANIELA BQRBE Notary Public - California WITNESS my hand and official seal. _ Orange county z z Commission # 2227659 M COMM. Expires ,tan 31, 2022 Notary Public Signature (Notary Public Seal) INSTRUCTIONS FOR COMPLETING THIS FORM ADDITIONAL OPTIONAL INFORMATION Thisforrnco,trplies,vith cut•rengCaliforniastatrriesregordingnotarywordingand, DESCRIPTION OF THE ATTACHED DOCUMENT if needed, should be completed and attached to the docunrew. AcInimpledgments front other states may be completed for documents being sent to that state so long as the wording -does not require the California notary la violate California notary law. (Title or description of attached document) a State and County information must be the State and County where the document sib ier(s) personally appeared before the notary public for acknowledgment. e bate of notarization must be the date that the signer(s) personally appeared which (Title or description of attached document continued) must also be die same date the acknowledgment is completed. a The notary public must print his or her name as it appears within his or her Number of Pages Document Date commission followed by a comma and then your title (notary public). a Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER a Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. lie/she/tkrey; is /are ) or circling the correct forms. Failure to correctly indicate this ❑ Individual (s) information may lead torejection ofdocumentrecording. ❑ Corporate Officer a The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seat impression smudges, re -seal if a (Title) sufficient area permits, otherwise complete a different acknowledgment form. a Sig iature of the notary public must match the signature on file with the office of ❑ Partner(s) the county clerk. ❑ Attorney -in -Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. Other Indicate title or type of attached document, number of pages and date. ❑ - Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer indicate the title (i.e. CEO, CFO, Secretary). 2016 Version wvwJ.NotaryClasses.corn 800-873-9865 a Securely attach this document to the signed document with a staple. EXHIBIT "A-1" HUITT MLIARS HUITT-ZOLLARS, INC. • 2603 Main Street • Suite 400 • Irvine, CA 92614-4250 •949.988.5815 phone • 949.988.5820 fax • hunt-zollars.com R307513.19 05-14-20 REVISED 05-15-20 EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT APN 016-150-09 That portion of the land allotted to James McFadden, as described in the Final Decree of Partition of the Rancho Santiago de Santa Ana, which was entered September 12, 1868 in Book B, Page 410 of Judgments of the district court of the 17th Judicial District in and for Los Angeles County, in the City of Santa Ana, County of Orange, State of California, more particularly shown on the Record of Survey filed in Book 25, Page 3, of Records of Survey, in the office of the County Recorder of said county, described as follows: Beginning at the intersection of the Westerly Southern Pacific Railroad Company Right of Way line as described in that certain Grant Deed recorded in Book 210, Page 33, of Deeds, in said office of the County Recorder, as shown on said Record of Survey and the Southerly line of the easement for street purposes described in that certain Deed, recorded April 5, 1966, in Book 7890, Page 714, of Official Records, in said office of the County Recorder, being the Southerly Right of Way line of Warner Avenue, 40.00 feet wide as now established; thence along said Westerly Right of Way line South 01'23'57" West 12.50 feet to a line parallel with and 12.50 feet Southerly of said Southerly easement line, also being the TRUE POINT OF BEGINNING; thence leaving said Westerly line along said parallel line North 88929'43" West 126.31 feet to the beginning of a curve concave Northerly, having a radius of 6,085.00 feet; thence leaving said parallel line Westerly 231.92 feet along said curvet through a central angle of 02°1 F01" to the beginning of a reverse curve having a radius of 7.00 feet; thence Westerly and Southwesterly 5.38 feet along said curve through a central angle of 44°02'03" to the beginning of a reverse curve having a radius of 23.00 feet; thence Southwesterly and Westerly 17.93 feet along said curve through a central angle of 44Q39'33" to the beginning of a reverse curve having a radius of 22,526.00 feet; thence Westerly 124.53 feet along said curve through a central angle of 00° 19'00"; thence non -tangent North 88°23'57" West 81.60 feet to the Easterly line of Emmett's Addition of South Santa Ana, per map filed in Book 8, Page 13, of Miscellaneous Maps, in said office of the County Recorder, as shown on said Record of Survey; thence along said Easterly line South 01°20'34" West 21.49 feet; thence leaving said Easterly line South 88°23'57" East 47.95 feet; thence South 02°25'13" West 9.96 feet; thence South 88°29'43" East 216.10 feet; thence North 01"30'17" East 25.69 feet; thence South 88°39'35" East 321.64 feet to said Westerly Southern Pacific Railroad EXHIBIT "A-1" EXHIBIT A R307513.19 LEGAL DESCRIPTION -CONTINUED 05-14-20 PAGE 2 OF 2 REVISED 05-15-20 Company Right of Way line; thence along said Westerly line North 01°23'57" East 2.22 feet to the TRUE POINT OF BEGINNING. Containing an area of 8,503 square feet, more or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements, if any, of record. All as shown on Exhibit "B" attached hereto and by this reference made a part hereof. DAVID W. MACKEY, PLS 8912 Lg \Np t a W � M s 00 -4`c a 0 NO. 8912 i 110933392.4 0060972-00016 EXHIBIT "B-1" I �y WARNER A VEAVE N8879430W WEASEMENT FOR STREET PURPOSES - W PER BOOK 2339, PAGE 255, OR a — EASEMENT FOR STREEt PURPOSESC,I i PER 800K 7890 PAGE 714, _O R. _ a 027101' R=6,A85.6u N01 357 rt L=231.92' N88:29'43"W 126.31' N 12.50' � N88'39'35"W 321.64' T P.0.B 8, 503 SO.F7. NO17,357E ,357€ 26 IS t 70' ti Z I SANT4A GO go SAMTA ANA 70' } NO, 8912 �f�xE aE cett��r REWSED., 511512020 HUITT-ZOLLARS SKETCH T4 ACCOMPANY SCALE r"-4o' A LEGAL DESCRIP77ON ORAW 3Y owu 26M Main Street Sidle AOO, Irvhe, CA 926I4 EXhW i V CWCKEV By RHH Pharm (949) -SMS Fox {940} 988--O;= TEMPORARY DA 7E 511412020 APPROWD aY 0ON87RUOTIaN EASEUMT % �e�• *-- 5/15/2020 A.PW 016-150-09 aos ova. R307813 t9 R.jR.307s1.3.19�CADDj,VAPP1NG\DAV\Ex\307513r9.Ex12DWG EXHIBIT "B-1" WARNER A VENUE ++++pppp Vy�y ,u _ N88294.3"W T Lu fASEMEN T FOR STREET Pf11?POSES PER .600K 2339, RAGE 255, OR i { EASEMENT FOR S7RE,-T PURPOSES V _ _PER GOOK 7890, PA_GE_714. OR.lu _ 0271 01 " R= 6, 085. 67 #� L=231.92' N8879'-0 3"GY 126.31 ' ti N88'39 35 "YY 321.64 8.503 all P } }t#lrJtll ff's lIL+Y![19F1�-a1L/DEb SANT i oo do SANT 1 ANA 4 �L lq,yp 4L, IT ow O NO. 8912 �f�rf GF CA�l�,r REVISED: 511512020 HUITT-ZOLV IRS Raiff-Zolam Ina. k'vhe 260:3 Main Street Suits 400, Irvhe, CA 92614 Phone (949) 988-W6 Fax (949) 988-5820 APPRO'ED 6 r !._ � �.� 511512020 N012357 E 12. 50' T.F oo.a N0i 23'S7 E 2.22' 70, Q I I •�- �' F�y a I DQ�q �u c I r �cQ �I 7D' I SKETCH TO ACCOMPANY' A LEGAL DESCHIP 17'ON EA! -S18' TEWORARY CONMU0770N EAEEWWT A.PJV 016-150-09 SCALE T"=4C3` OPAW 9r ow 04-rCKED 0 r RHH DA Fr 511412020 R307513.19 R.jR307513.19�CADD\MAPPING�DWG\EXk307513I9.AEX12.DWG CERTIFICATE OF ACCEPTANCE This is to certify that the interest in the real property conveyed by the Temporary Construction Easement Agreement Deed dated from SPS Technologies, LLC, a Pennsylvania limited liability company, successor by merger to Cherry Aerospace LLC, a Delaware limited liability company ("GRANTOR") 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"), 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 of Council on June 01, 1998, in compliance with California Government Code Section 27281, and the GRANTEE consents to recordation thereof by its duly authorized officer. Date For the City of Santa Ana: Kristine Ridge City Manager 110933392.4 0060972-00016