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HomeMy WebLinkAbout1997-08-26 - AGENDA REPORTS - MTA PURCHASE (2)AGENDA REPORT CONSENT CALENDAR DATE: August 26, 1997 City Mana; Item to be T. Brad Therrien SUBJECT: RAILROAD AVENUE RECONSTRUCTION - PROJECT NO. 95-065 MTA PURCHASE AGREEMENT (RIGHT-OF-WAY ACQUISITION) DEPARTMENT: Transportation and Engineering Services KGROUND On June 11, 1996, the City Council approved in concept the Newhall Downtown Revitalization Plan. On April 8, 1997, the City Council adopted Revised Resolution No. 97-33, which approved the Negative Declaration for -the Railroad Avenue Reconstruction Project, pursuant to Section 15070 of CEQA. The City Council also authorized the City Manager to make deposits of investment funds in amounts totaling approximately $1,400,000.00 to acquire the land for the right-of-way necessary to construct the Railroad Avenue Reconstruction Project. On May 28, 1997, the Metropolitan Transportation Authority (MTA) Board authorized the sale of two parcels, which total approximately 29,167 square feet of railroad right-of-way, to the City of Santa Clarita for $263,000.00 to accomodate the widening of Railroad Avenue. Attached is the Sales Agreement for acquisition of partial takes of Assessor Parcel Nos. 2831-026-900,901, and 904 through 913 - Railroad Right -of -Way between 4th Street and 11th Street. The appraised value of this right-of-way is approximately $9.00 per square foot. The acquisition price totals $263,000.00, plus $21,662.00 in severance damages to compensate MTA for MTA's lost lease revenue under that portion of the Foster Lease assigned to the City. In addition, there are escrow fees, which are estimated to be $5,000.00. Funds are available in Account No. 52015106 for the acquisition of this property. City Council 1) approve the Sales Agreement with the Metropolitan Transportation Authority; 2) approve expenditures from Account No. -S2015106-8620 of $263,000.00, and authorize payment of $21,662.00 in severance damages and approximately $5,000.00 in escrow fees incurred by the sales transaction; 3) authorize the City Manager or his designee to execute all documents relating to the Sales Agreement and right-of-way acquisition. ATTACHMENTS MTA (Metropolitan Transportation Authority) Sales Agreement BEJ:vjj ..©1W.2001.b.Affffiffl Agenda Itermll:-. L-3 MTR REAL ESTATE Fax:213-922-2440 Aug 20 '97 1205 CONTRACT OF SALE AND TSCROW INSTRUCTIONS SELLER: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY BUYER: CITY OF SANTA CLARITA ASSESSOR'S PARCEL, NOS.: Por. of 2831-026-900, -901, -904, -906 & -907 P.02 This CONTRACT OF SALE AND ESCROW INSTRUCTIONS ("Contract") is made and entered into on 19_ by and between the LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, a public agency existing under the 'authority of the laws. of the State of California ("MTA') and the CITY OF SANTA, CLARITA, a general law city and mutual corporation duly organized and existing under the laws of the State of California ('Buyer") with reference to the following facts: RECITALS A. MTA owns certain railroad right -of --way and other real property in the City of Santa Clarita, currently ]mown as the MTA's Valley Subdivision and previously known as Southern Pacific Railroad's Saugus Lane (the "MTA Property"). B. Buyer desires to widen a certain portion of Railroad Avenue (the "Project'D, lying adjacent to the MTA Property within the City of Santa Clarita. C. Buyer desires to purchase that portion of the MTA Property defined below as the "Property" to accommodate the Project, and MTA agrees to convey the Property to B uyer for such purpose in accordance with the terns of this Contract. NOW, 'DIEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements contained herein and other valuable consideration, the adequacy of which is hereby aelmowledged, the MTA and Buyer agree as follows: 1. Property Included in Sale. MTA hereby agrees to sell and convey to Buyer and Buyer agrees to purchase from MTA, subject to terms and conditions set forth herein., the following: (a) That certain real property located in the city of Santa Clarita, county of Los Angeles, state of California, consisting of a portion of Assessor's Parcel Numbers 2831-026-900, -901, -904, -906 & -907, as is more particularly described on .Exhibit "A" attached hereto, and as is more MTA REAL ESTATE Fax:213-922-2440 Aug 20 '97 1206 P.03 particularly depicted on Exhibit "B" attached hereto (the "Real Property"); and (b) All rights, privileges and easements appurtenant to the Ileal Property, including, without limitation, all of MTA's right, title and mterest, if any, in all minerals, oil, gas and other hydrocarbon substances on and under the Real Property, as well as all development rights, air rights, .water, water rights and water stock relating to the .(Zeal Property and any other easements, rights of way or appurtenances used in connecton with the beneficial use and enjoyment of the Property (all of which are collectively referred to as the "Appurtenances"), and (e) All Improvements and fixtures owned by the MTA and located uu tlto Real Property, including without limitation, all structures and improvements presently located on the Real Property, all apparatus, equipment, and appliances used in connection with the operation or occupancy of the Real Property (all of which are collectively referred to as the "Improvements"). All of the items referred to in subparagraphs (a), (b), and (c) above are hereinafter collectively referred to as the "Property". 2. Total Compensation. Buyer shall pay MTA total compensation of TWO HUPvDRBD EIGHTY FOUR THOUSAND SIX HUNDRED S1X1'Y TWO DOLLARS ($284,662) ("Total Compensation") consisting of. (a) TWO HUNDRED SIXTY THREE THOUSAND DOLLARS ($263,000) for Buyer's purchase of the Property ("Pin -chase Price"), and (b) TWLNTY ONE T14OUSAND SIX HUNDRED SIXTY TWO DOLLARS ($21,662) in severance damages to compensate NITA for MTA's lost lease revenue under that portion of the Foster Lease assigned to Buyer but lying outside of the Property Pursuant to Section 22 hereof ("Severance Damages'). The Total Compensation shall be deposited into the Escrow as provided herein. 3. Deposit. Upon the Opening of Escrow, Buyer shall deposit into Escrow a check payable to the Los Angeles County Metropolitan Transportation Authority for the sum of TWENTY EIGHT THOUSAND FOUR HUNDRED SI.XTY SIX DOLLARS ($28,466). - Such check shall be a deposit on account of the Total Compensation to be paid to MTA. .Except as specifically set forth herein, this deposit shall be non refundable and shall be retained by MTA in the event of default of this Contract by Buyer. 4. Escrow. Within ten (10) days of the execution of this Contract, Buyer and MTA shall open an escrow (the "Escrow) with an escrow company ("Escrow Holder") selected by Buyer and agreed to by MIA to consummate the purchase and sale of the Property ni accordance with this Contract. Prior to opening the Escrow, DITA shall concur, in writing, with Buyer's selection of Escrow Holder. As such, Buyer shall provide .MTA with written notification of the name, address, telephone number and facsimile number of the Escrow Bolder which Buyer wishes to use along with the name of the escrow officer 2 MTA REAL ESTATE Fax:21s-922-2440 Aug 20 197 12:06 P.04 5. handling the Escrow, for MTA's concurrence. Buyer and MTA shall execute such instructions as escrow Holder may request which are not inconsistent with the provisions of this Contndct (the "Escrow Instructions"). Escrow shall be deemed open upon receipt by Escrovr Holder of a copy of this Contract signed by Buyer and WA (the "Opening of Bscicr ), and shall close on or before ninety (90) days after such opening (the "Close of Escrow"). Buyer and iv1TA agree that the MTA -approved Escrow Holder is authorized to act pursuant to this Contract. Buyer's Obligations. Buyer hereby agrees to the following: A. Buyer will deposit into Escrow upon request by Escrow Holder, but no Iater than five (5) days prior to the Close of Escrow, the Total Compensation, plus the amoumt necessary to cover any other costs associated with the purchase and We of the Property, including, but not limited to, Buyer's portion of closing costs for its purchase of the Property. B. Buyer will be responsible for all costs associated with the purchase and sale of the Property, including, if applicable, all real property taxes, any penalties and interest thereon, and any delinquent or nondelinquent assessments or bonds against the Property which are liens and ox/unpaid as of the close of escrow. C. Buyer will execute the Assignment and Assumption Agreement defined in Section SB, below. MIA's Obligations. MTA hereby agrees to the following: A. MTA agrees to execute and deliver to Escrow Holder a deed conveying MTA's interest in the Property to Buyer pursuant to this Contract, and any other instruments necessary to convey the Property to the Buyer. B. MTA agrees to pxepare, execute and deliver to Escrow Holder an assignment and assumption agreement (the "Assignment and Assumption Agreement') conveying MIA's right, title and interest in and to the Leases and Other Agreements pursuant to the provisions of Sections 21 and 22, herein. 7. Escrow Holder Obligations. Escrow Holder shr11 comply with the following: A. All disbursenxents shall be made in readily available funds by cashier's check issued by Escrow Holder or by w=ire transfer. B. All fLLLrds reecived in the Uscrow shall be deposited with other escrow funds in a general escrow account(s) of Escrow Holder with a State or National bank or savings and loan doing business in the State of California and approved by the MTA and Buyer, and, once deposited, may be transferred to any other general escrow account(s) meeting the foregoing requirements. MTA REAL ESTATE a 9. Fax:213-922-2440 Aug 20 '97 1207 P.05 C. All adjustments and prorations, except for taxes and assessments, are to be made on the basis of a 30 -day month. D. Recording of any instrument delivered through the Escrow is authorized, including any required deeds, if such action is necessary to place record title in condition to comply with the terms of the Contract. E. Any amendments of, or supplements to, this Contract or the Escrow Instructions must be agreed to in writing by MTA and Auyer. MTA and Baer Authorizations. MTA and Buyer authorize Escrow Molder to do the following: A. Obtain from MTA documentation of actions Laken to place the title in the condition necessary to enable conveyance pursuant to this Contract. B. Charge Buyer for any and all costs incurred in this transaction, including, but not limited to, any escrow and .recording fees or charges. C. Disburse funds, record documents of conveyance and distribute the Assignment and Assumption Agreement when conditions of the Escrow have been fulfilled by MTA and the Buyer. Conditions to Closinc. The following conditions are conditions precedent to Buyer's obligation to purchase the Property: A. All of the requirements set forth in Sections 5 and G above lxavc been met. B. Buyer agrees to the condition of the Property's title, pursuant to the provisions of Section IOA. C. Buyer agrees to the Property's environmental condition, ptrrsudat to the provisions of Section l OB. D. Except as otherwise provided herein, if any condition stated in this Contract has not been eliminated or satisfied pursuant to the provisions of this Contract, within the time limits set forth herein, then the Buyer, as its sole and exclusive remedy, shall have the right to either waive the condition in question and proceed with the purchase or, in the alternative, terminate this Contract. In the event the Buyer elects to terminate this Contract pursuant to this section, all documents and funds shall be returned to the party providing them, less escrow cancellation fees and costs and title company charges, if applicable, which shall be charged to Buyer, and neither party shall have any further rights or obligations under this Contract. 4 MTA REAL ESTATE Fax:21�-922-2440 Aug 20 '97 1207 P.05 10. Representations :,a Warranties of MTA. MTA hereby represents and warrants to Buyer that as of the cl=e hereof the the Property is being sold to Buyer in "As Is" condition, without warranty of any kind on the part of NiTA, subiect to the Teases and Other Agreements and any encroaching uses, including, butnot limited to, Mountain Motors cncroachit,.g use and tho encroaching parking by various users. Notwithstanding the foregoag, Buyer shall have the.following rights: A. Buyer shall have thirty (30) days from the Opening ofFscrnw to notify MTA of any condition of the Property's title to which Buyer takes exception. If Buyer dues tuke c=:ptivn. to certaiu canditious of title, bfTA shall then have fixe option, but not the obligation, to eliminate any such exceptions to title prior to the Close of Escrow. If NITA elects not to eliminate any such exceptions, then the Escrow shall bP cAnc-,Med and all fimrls depnsited with MTA or F.cnrow Hnldox, leis escrow cancellation fees and costs and title company ehnrges, if applicable, shall be returned to Buyer, carless Buyer Qicn elects Lu waive its prior exutptiva acrd continue with its purchase of the Property. Buyer is solely responsible for the condition of the Property's title, and any preliminary title reports or policies of title insurance which Buyer requires in connection with its purchase of the Property shall be procured, at Buyer's sole cost and expense. Failure of Buyer to take exception with the condition of the Property's title within the time period noted herein shall be deemed to be an approval of the condition of the Property's title. B. Buyer shall have thirty (30) days from the Opening of Escrow to evaluate the environmental condition of the Property, determine whether or not the same is suitable for Buyer's intended use of the same, and notify MTA of any environmental condition on the Property to which Buyer takes exception (the "Environmental Evaluation Period'). If Buyer docs take exception to certain environmental conditions on the Property, then (i) Buyer may perform any corrective action deemed necessary which is approved in writing by MTA, (ii) Buyer may proceed with the purchase of the. Property subject to such environmental conditions, with Buyer being solely responsible for the remediation and clean-up of the same, or (iii) MTA or Buyer may elect to terminate this Contract by deliverng written notice to the other party and to Escrow Holder of such election within text (10) days after the end of the Environmental Evaluation Period, and upon such termination neither MTA nor Buyer shall have any further Iiabi.lity hereunder, except that the Buyer shall be entitled to the prompt return of all funds deposited with MTA or Escrow Holder, less escrow cancellation fees and costs and title company charges, if applicable. Buyer is solely responsible for the environmental condition of the Property, and airy environmental investigation, assessment or report required by Buyer to evaluate the environmental condition of the Property which Buyer requires in connection with its purchase of the Property shall be procured, at Buyer's sole cost and expense. Copies of any and all such assessments and reports shall be furnished to MTA immediately upon Buyer's receipt of the same. Failure of Buyer to take exception with the condition of the 5 MTA REAL ESTATE Fax:213-922-2440 Rug 20 '97 1208 P.07 Property's environmental condition within the time period noted herein shall be deemed to be an approval of the Property's environmental condition. 11. Proration of Taxes. Real property taxes, rentals, premiums on insurance accepted by Buyer, interest on encumbrances, and operating expenses, if any, shall be prorated as of the date of recordation of the deed to Buyer. Buyer shall pay the cost of any documentary transfer tax required by any Iawful authority. 12_ Assi�ynrnent. Neither this Contract nor any interest herein shall be assignable by Buyer without MTA's prior written consent 13. Entire Agreement/Amendment, This Contract constitutes the entire agreement between Buyer and MTA.regarding the Property and the Foster Lease, and supersedes all prior discussions, negotiations and agreements between Buyer and MTA, whether oral or written regarding the same. Neither Buyer nor MTA shall be bound by any understanding, agreernrnt, pmmi�e., represPntatinn nr ctipnlafinn rnnrrxning the Property or the Foster Lease, express or implied, not specified herein. This Contract may not be altered, changed or amended except by an instrument in writing signed and dated by both parties hereto. 14. Toss by Fire or Other Casualty. In the event that, prior to Closing, the Property, or any part thereof, is destroyed or materially damaged, the Buyer shall have the right, exercisable by giving notice of such decision to NITA within fifteen (15) days after receiving written notice of such damage or destruction, to terminate -this Contract. 15. Time of the Essence. Time is of the essence of this Contract. 16. Notices. Any notice required or permitted to be given under this Contract shall be m writing and shall be deemed to have been delivered, if hand delivered or deposited with a reputable overnight courier marked for "next day" delivery, postage prepaid, return receipt required, or three business days after deposit' into U. S. nail, certified or registered, postage prepaid and retum receipt requested, and shall be addressed as follows: If to MTA: Metropolitan Transportation Authority Real Estate Dcpattment One Gateway Plana, Mail Stop 99-14-1 Los Angeles, CA 90012 Attn: Greg S. Angr..lo, Searinr Rra1 FOAM t MMI - If to Buyer: City of Santa Clarita 23921 Valencia Boulevard, Suite 300 Santa Clarita, California 91355-2196 Attn: Anthony Nisich, City F.naineer MTA REAL ESTATE Fax:213-922-2440 Aug 20 '97 1209 P.08 17. Exhibits. Exhibits "A" and "B" attached hereto shall be deemed to be a part hereof. 18. FIRPTA. The Foreign Investment in Real Property Tax Act (FIRPTA), IRC 1445, requires that every purchaser of U.S. real property must, unless an exemption applies, deduct and withhold from MTA's proceeds ten percent (10%) of the gross sales price. The primary exemptions which might be. applicable are: (a) NITA provides Buyer with an affidavit under penalty of perjury that MTA is not a "foreign person" as defined in FIRPTA, or (b) IATA provides Buyer with a "qualifying statement," as defined in FIRPTA, issued by the Internal Revenue Service. MTA and Buyer agree to execute and deliver as appropriate, any instrument, affidavit and statement, and to perform any acts reasonably necessary to carry out the provisions of FIRPTA and regulations promulgated thereunder. 19. Brokers. MTA.and Buyer each warrant that they have not dealt with any real estate brokers in connection with this transactiori, and, as such, no real estate brokerage commission is due to any party involved with the purchase and sale of the Property, 20. Ctuveiui„a Laws. The parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances and administrative orders having jurisdiction over the parties, the Property or the subject matter of this Contract, including, but not limited to, the 1964 Civil Rights Act incl all amendments thereto, the. Foreign Investment in .Real Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, and the Americans With Disabilities Act. The validity, interpreration, enforceability, and performance of this Contract shall be governed by and construed in accordance with the laws of the State of California. 21. Assignment of Leases and Otber A eements. MTA shall assign to Buyer and Buyer shall assume tiom MTA; all of MiA's right, title and interest in and to: (i) any leases which affect all, or any portion of the Property (the "Leases"), and (ii) any licenses, permits, easements and other agreements which affect all or arty portion of the. Property and are not of record (collectively, the "Other Agreements'). Except as noted in Section 22, below, IN,IWs assignment and Buyer's assumption shall be only to the extent that such Leases and Other Agreements pertain to the Properly. 22_ Assignment of Foster Lease. Buyer acknowledges that one of the Leases is that certain Iease (the "Foster Lease") dated Oclubcr 15, 1980 by and between Bill Foster dba Dill's Muffler Service ("Tenant"), and the MTA, as successor in interest to Southern Pacific Transportation Company. (Said Foster Lease was previously referred to as Southern Pacific Lease Audit No. 206335 and is now romninnly rrferred to as MTA Contract No. RVAL002217.) MTA understands that Buyer desires to remove the Tenant from the MTA Property to accommodate the Project and a sidcwaA, huidscaping and lighting project Buyer intends to construct in the future on MTA Property lying northeasterly of the Project (the "Future Project"). Therefore, in addition to MTA's assigmnent of that portion of the Foster Lease lying within the Property pursnant to Rmfon 21, WA shall assign, and Buyer shall assume, all of MTA's right, title and interest in and to the Foster Lease lying outside MTA REAL ESTATE Fax:213-922-2440 Aug 20 '97 1209 P.09 of the Property; provided that, such assignment shall be for the purpose of allo Aing Buyer to terminate the Foster Lease and remove the Tenant from the MTS. Property, and.fiuther provided that, should Buyer not accomplish such termination and removal witbin one hundred eighty (180) days after the Close of Escrow, such assignment shall be null and' void. 23. Relocation Assistance/Loss of tioodwill. Buyer shall provide relocation assistance to, and pay for loss of goodwill, moving expenses and other payments incurred by Tenant or any business operating on the Property (individually, a `Business", and collectively, "Businesses") which arise as a result of the Project or the Future Project. Such relocation assistance and loss of goodwill, moving expense and other payments ;hall be made in accordance with the provisions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. § 4601 el sem., and/or the California Relocation Assistance Law, as amended, Government Code § 7260 cgt s, M (as appliesblc). 24. Displacement Indemnity. Buyer, on behalf of itself and its successors and assigns, agrees to indemnify, defend (by counsel satisfactory to MTA), and hold harmless MTA, and its subsidiaries, officers, commissioners, employees, agents, attorneys, consultants, contractors, invitees, licensees, customers, visitors, successors and assigns (individually and collectively, "Indemnitees"), to the maximum extent allowed by law, from and against any and all loss, liability, claims, demands, suits, liens, claims of lien, damages (including consequential damages), costs and expenses (including, without limitation, any fines, penalties, judgements, litigation expenses, and experts' and attorneys' fees), that are incurred by or asserted against Indemnitees (individually and collectively, the "Claims"), arising out of or connected in any manner with: (I) the displacement of Tenant or any Business from the Property or MTA's adjoining property; (ii) any termination, by Buyer, of the Foster Lease (or any portion thereof) or any right to operaw any Busincss on the Property or MTA's adjoining property; (iii) Buyer's assumption of MIA's rights under the Foster Lease; (iv) Buyer's acquisition and assumption of the Tenant's rights under the Foster Lease, or any Business' nght to operate on the Property; and (v) the adequacy of the Consequential Costs, as defined in Section 25 paid to any third parties by Buyer. Without limiting the provisions of the previous paragraph, Buyer, on behalf of itself and its successors and assigns, agrees to indemnify, defend (by counsel. satisfactory to I ITA), and hold harmless Indemnitees, to the maximum extent allowed by law, from mid against any and all Claims that are incurred by or asserted against Indemnitees, or any indemnitee, by the Tenant or any Business, including, but not limited to Claims arising as a result of (i) any expectation of such Tenant and/or any Business that such Tenant and/or Business would be able to remain on the MTA Property or would be entitled to continue to receive rental and/or other revenues, (ii) any relocation expenses incurred by such Tenant and/or any Business, (iii) any relocation assistance, relocation assistance payments, or other payments to which such'1'enant andlor any Business may be legally entitled, (iv) any loss, or alleged loss, of business, goodwill or profits by such Tenant and/or any Business, and (v) 13 MTR RERL ESTRTE Fax:213-922-2440 Rug 20 '97 1210 P. i0 any improvement located on the Property that is owned by the Tenant and/or any Business (including the payment of compensation for the same)_ The indemnities set forth in the preceding two paragraphs shall, in each case, be effective (I) whether occurring during the term of this Contract or thereafter, and/or (irl) whether or not. the event, occurrence or condition which resulted in the Claim, or the Claim's assertion, was authorized pursuant to this Contract, or otherwise, by MTA or any other indemnitee_ The indemnities set forth in the preceding two paragraphs shall, in each case, (i) be effective regardless of any negligence (whether active, passive, derivative, joint, concurring or comparative) on the part of Indemnitees or any Indemnitee, except to the extent caused by the gross .negligence or willful misconduct of Indemnitees or any Indemnitee; (ii) survive termination of this Contract; and (iii) be in addition to any other rights or remedies which Indemnitees, or any Indemnitee, way have under the law or under this Contract. 9.5 ComMnential Costs. Buyer agrees to pay any and all costs or expenses resulting from, or arising out of, the displacement of Tenant or any Business from the Property or MTA's adjuiuinb pivperry (individually and collectively, the "Consequential Costs"), including, but not limited to, costs or expenses arising out of, or relating to: (i) acquisition of the Tenants rights under the Foster Lease, or any Business' right to operate on the MTA Property; (ii) appraisal of nny portion of the Property, or any Tenant or Business right; (iii) any improvement or personal property located on the MTA Property that is owned by the Tenant and/or any Business (including Qin payment. of compensation fol the same), (iv) any expectation of such Tenant and/oz any Business that such Tenant and/or any such Business would be able to remain on the MA TA Property or would be entitled to continue to receive rental and/or other revenues; (v) any relocation of such Tenant and/or any Business; (vi) any relocation assistance or other assistance to which such Tenant and/or any Business may be legally entitled; (nn) any loss, or alleged loss, of business, goodwill or profits by such Tenant and/or any Business; (viii) any loss, or alleged loss, of rent or revenue by Tenant; (ix) demolition or removal of any improvement (including, but not limited to, any hazardous Materials) located on the Property; and (x) loss, damage or destruction of any property of Tenant or any Business. Buyer hereby expressly aclmowledges that, to the extent any Consequential Costs must be paid to the Tenant and/or any Business, such Consequential Costs shall be paid by Buyer, and neither 1v1TA, SCRRA nor any Indemnitee shall be required to reimburse Buyer therefor or contribute any amount to Buyer in respect thereof. 26. Release. Buyer hereby acknowledges that MTA has conveyed to Buyer the rights to the Property set forth in thiG Contract without any representation or warranty except as May, expressly be set forth herein, and Buyer, on behalf of itself, its successors and assigns, hereby forever releases and dibuhurbes Iudeinuitees from any and all Claims that Duyer, may sustain or incur, or may be able to bring or assert against any Indemnitee, by reason of the Property being unsuitable for any use contemplated by Buyer, or by reason of any characteristic m featum of the Property rendering the cost of my -use contemplated by the Buyer being greater than the cost originally contemplated by Buyer. Without limiting the PITA REAL ESTATE Fax:213-922-2440 Aug 20 '97 1211 P.11 foregoing, Buyer, on behalf of itself, its successors and assigns, hereby forever releases and discharges each of the Indemnitees ftom any Claims that Buyer may sustain or incur, or may be able to bring or assert against any of the Indemnitees, by reason of (i) the acts or omissions of Buyer, (n) the Foster Lease and/or any termination, relocation or wudeuivatiuu tLnrevl', DL (iii) any Othet Occupancy (including any occupaucy.by Tenant and/or any Business) and'or any temaination, relocatiou and/or condemnation thereof. It is the intention of MTA and Buyer that the foregoing release shall be effective as a bar to all Claims past and present, lcaovum azul unknown, wTod i and arNing frnm nr in any way relating to any characteristic or feature of, or the condition of 1v1TA's title to, the Property, or any other of the foregoing matters- In furtherance of this intention, Buyer hereby expressly waives any and all rights and benefits conferred upon Buyer by California Civil Code Section 1542, which provides as follows: "A GENERAL. RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CKED11UR L)UhS NUI KNOW OF, SUSPECT 10 EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH If, I{NO't N BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." MTA and Buyer acknowledge that the foregoing waiver of California Civil Code Section 1542 was separately bargained for. 10 11TA REAL ESTATE Fax:213-922-2440 Aug 20 '97 1211 P.12 IN WITNESS WHEREOF, this Contract has been duly executed as of the date this Contract is made and entered into. i1ITA LOS ANGELES COUNTY i1IDTROPOLITAN TRANSPORTATION AUTHORITY By: VELMA C. MARSHALL Director of Real Estate Date: F9111-10 THE CITY OF SANTA CLARITA By: Name: Title: Dale: II Approved as to. Form DEWITT CLINTON AY: Deputy EXHIBIT A(1) LEGAL DESCRIPTION SANTA CLARII'A - RAILROAD AVENUE THAT PORTION OF THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY RIGHT OF WAY, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF THE TOWN OF NEWHALL RECORDED IN BOOK 53, PAGES 21 AND 22 OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF 4TH STREET WITH THE NORTHEASTERLY LINE OF RAILROAD AVENUE, SAID LINE ALSO BEING THE SOUTHWESTERLY LINE OF THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY RIGHT OF WAY; THENCE S 32015'53" E 298.40 FEET ALONG SAID LINE TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF SAN FERNANDO ROAD, SAID POINT BEING THE WESTERLY TERMINUS OF THAT CERTAIN COURSE WHICH BEARS "S62030'24"E 183.80"' AS SHOWN ON STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAP No. P4068-1-1, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE S 620 18'45" E 27.96 FEET ALONG SAID LINE TO A LINE WHICH IS PARALLEL WITH AND DISTANT NORTHEASTERLY 14.00 FEET FROM THE NORTHEASTERLY LINE OF RAILROAD AVENUE; THENCE N 32015'33" W 912.52 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 509.72 FEET; THENCE NORTHERLY 119.60 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13026'36" TO A POINT ON THE NORTHEASTERLY LINE OF RAILROAD AVENUE, A RADIAL LINE THROUGH SAID POINT BEARS N 44'16'32" E; THENCE S 32015'53" E 1006.81 FEET ALONG SAID LINE TO THE TRUE POINT OF BEGINNING. AREA =13,682 SQ FT = 0.314 ACRES EXHIBIT A(2) LEGAL DESCRIPTION SANTA CLARITA - RAILROAD AVENUE THAT PORTION OF THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY RIGHT OF WAY, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF THE TOWN OF NEWHALL RECORDED IN BOOK 53, PAGES 21 AND 22 OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE EASTERLY CORNER OF BLOCK 9 OF SAID TOWN OF NEWHALL; THENCE N 5703657" E 60.00 FEET ALONG THE NORTHEASTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID BLOCK TO A POINT ON THE NORTHEASTERLY LINE OF RAILROAD AVENUE AS SHOWN ON THE MAP OF SAID TOWN OF NEWHALL; THENCE S 32 °21'59" E 731.68 FEET ALONG SAID NORTHEASTERLY LINE TO A POINT ON A NON -TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS ON 509.72 FEET, TO WHICH POINT A RADIAL LINE BEARS N 71005'36" E, SAID POINT BEING ALSO THE TRUE POINT OF BEGINNING; THENCE NORTHERLY 119.74 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13 02735" TO A POINT ON A LINE PARALLEL WITH AND DISTANT 14.00 FEET NORTHEASTERLY FROM THE NORTHEASTERLY LINE OF SAID RAILROAD AVENUE; THENCE N 32021'59" W 896.63 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1394.35 FEET; THENCE NORTHERLY 158.10 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0602948" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 1394.35 FEET, A RADIAL LINE THROUGH SAID POINT OF REVERSE CURVE BEARS N 51'08'13" W; THENCE NORTHWESTERLY 11.38 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 00028'03" TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY LINE OF RAILROAD AVENUE, SAID LINE BEARS "N 57°31'45" E 5.00"' AS SHOWN ON STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAP No. P4068-1-7, TO WHICH POINT A RADIAL LINE BEARS S 51 °36'16" W; THENCE S 57038'01" W 3.80 FEET ALONG SAID RIGHT OF WAY LINE TO AN ANGLE POINT ON SAID LINE; THENCE S 32021'59" E 1184.34 FEET ALONG SAID NORTHEASTERLY LINE TO THE TRUE POINT OF BEGINNING. AREA = 15,446 SQ FT = 0.355 ACRES IZTH STREET BIH STREET 9084+01 0 M q IIEIHX3 rzD �e5ew +�fa • 0 M q IIEIHX3