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HomeMy WebLinkAbout2014-09-23 - AGENDA REPORTS - MMP/I5 INTRCHG IMPV PRJ S1003 (7)CONSENT CALENDAR DATE: SUBJECT: DEPARTMENT: Agenda Item: 4 CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval: Item to be presented by:Damon Letz September 23, 2014 MAGIC MOUNTAIN PARKWAY/ INTERSTATE 5 INTERCHANGE PHASE II IMPROVEMENTS, PROJECT S1003 - ACQUISITION AND TRANSFER OF REAL PROPERTIES (PARCEL 14A AND 14B) Public Works RECOMMENDED ACTION City Council: 1. Authorize the acquisition of Excess Parcel 14A and 14B from the Los Angeles County Department of Public Works. 2. Approve the Purchase and Sale Agreement between the City of Santa Clarita (City) and Marquis Valley View LLC and authorize the transfer of Parcel 14A to Marquis Valley View LLC. 3. Authorize the transfer of the northern portion of Parcel 14B to Newhall Land and Farming Company. 4. Authorize the transfer of the southern portion of Parcel 14B to National Credit Tenant Investment, or its successor. 5. Authorize the City Manager or designee to complete, execute, record, and transfer the right-of-way documents, subject to City Attorney approval. BACKGROUND The City of Santa Clarita (City) is the lead agency for the construction phase of the Magic Mountain Parkway/Interstate 5 Phase I1 Improvements (Project). The Project included property in the following jurisdictions: the City, Los Angeles County (County), and the California Department of Transportation (Caltrans). The Project commenced in July 2006 and was successfully completed and accepted by the City Council on February 22, 2011. Since then, the City has transferred the maintenance of the Project in perpetuity to both the County and Caltrans. The Project reconstructed the interstate ramps, widened Magic Mountain Parkway from The Old Road to Tourney Road, realigned and widened The Old Road from approximately 1,800 feet south to 1,500 feet north of Magic Mountain Parkway, and relocated various utilities. The realignment of The Old Road by approximately 160 feet to the west from the original centerline created two surplus parcels, Parcel 14A and Parcel 14B, which are owned by the County in fee. Parcel 14A and 14B are 151,431 square feet and 97,898 square feet, respectively. A map depicting the location of the Parcels 14A and 14B is attached. The acquisition and transfer of these surplus parcels is the final action required of the City to close out the project. According to the County and City Cooperative Agreement (copy attached) executed on October 11, 2005, the County is required to transfer Parcels 14A and 14B to the City. The City will then sell them to the adjacent property owners at "fair market value" as determined to be acceptable by the County. On October 25, 2005, the City and Newhall Land and Farming Company (Newhall Land) entered into a Reimbursement, Indemnification, Construction and Funding Agreement for the Project, setting forth the obligations of the City and Newhall Land with regard to the Project, in particular the final disposition of Parcels 14A and 14B. A copy of the agreement (Newhall Land Agreement) is attached. Per the Newhall Land Agreement, these parcels are to be made available to the adjacent property owners first and then to Newhall Land if the adjacent property owner is not interested in purchasing the surplus properties. Parcel 14A is located adjacent to properties owned by Marquis Valley View LLC, and Parcel 14B is located adjacent to properties owned by National Credit Tenant Investment (NCTI), or its successor, for Marie Callender's restaurant and LVS Hospitality LLC for Hilton hotel. Over the last three years, City staff has worked closely with the County to prepare all the land appraisals and required right-of-way documents for the acquisition and transfer of Parcels 14A and 14B. The City has negotiated a purchase price of $1,402,000 for Parcel 14A and $866,000 for Parcel 14B with the County. County staff reviewed and approved the appraisals and other related documents. Parcel 14A The City has entered into a Purchase and Sale Agreement with Marquis Valley View LLC (copy attached) for the acquisition of Parcel 14A, and an escrow has been opened. The transaction will include a transfer of Parcel 14A from the County to the City, a transfer of Parcel 14A from the City to Marquis Valley View LLC, and payment by Marquis Valley View LLC of $1,402,000 into escrow, which will be paid to the County at the close of escrow. Parcel 14B The transaction will include a transfer of Parcel 14B from the County to the City, a transfer of the northern portion of Parcel 14B from the City to Newhall Land, a transfer of the southern portion of Parcel 14B from the City to NCTI or its successor. Parcel 14B will include easements to allow for the construction of a water pump station by Valencia Water Company. Newhall Land has agreed to pay the County $866,000 for Parcel 14B. The transfer of the southern portion of Parcel 14B to NCTI, or its successor, is pursuant to a judgment in the eminent domain action filed by the City to acquire from NCTI as property necessary for the widening of the Magic Mountain Parkway between the southbound off ramp and The Old Road. ALTERNATIVE ACTIONS Other action as determined by the City Council. FISCAL IMPACT None. ATTACHMENTS Location Map County and City Agreement City and Newhall Land Agreement City and Marquis Valley View LLC Agreement 7540.2. AGREEMENT FOR CONSTRUCTION OF MAGIC MOUNTAIN PARKWAY - PRASE 2 IMPROVEMENTS THIS AGREEMENT, ENTERED INTO EFFECTIVE ON 0C:T%U-' 11, 2005, is between the COUNTY OF LOS ANGELES, acting by and through its Department of Public Works, referred to herein as "COUNTY", and the CITY OF SANTA CLARITA, referred to herein, as "CITY". 5� /.. _..\ RECITALS . 1. CITY is the lead local agency for the design and construction of improvements to the Magic Mountain Parkway/Interstate 5 Interchange and adjoining highway facilities including bridge improvements, realignment of The Old Road and Magic Mountain Parkway, widening of the 1-5 freeway ramps at Magic Mountain Parkway, and intersection improvements at Magic Mountain Parkway and The Old Road. These improvements are to be constructed in three phases in cooperation with COUNTY and the State of California Department of Transportation (Caltrans) acting on behalf of the State of California (STATE). This Agreement is between COUNTY and CITY only for work to be done by CITY within COUNTY's jurisdiction under Phase 2 of that project and consisting of storm drain facilities. and appurtenant structures, and road. improvements, including realignment of The Old Road and Magic Mountain Parkway and intersection improvements at Magic Mountain Parkway and The Old Road, hereinafter referred to as "PROJECT". 2. CITY has entered into a separate agreement with Caltrans establishing terms related to the preparation of Plans, Specifications and Estimates (PS&E), construction, and other aspects of the aforementioned improvements including all three phases of the work. Unless otherwise provided, definitions under that agreement shall be the same •and apply to this Agreement. There shall be a presumption of consistency between these agreements, and any difference of interpretation shall be resolved with due deference to STATE. 3. This agreement is being entered into pursuant to Sections 6500, et seq. of the Goverment Code. 4. CITY desires to construct the PROJECT and is willing to fund one hundred percent (100%) of all capital outlay and staffing costs, except those costs of COUNTY's inspection and quality assurance of construction activities. 5. CITY will construct storm drain improvements under PROJECT for acceptance by COUNTY for subsequent transfer to the Los Angeles County Flood Control District (District). 6. CITY desires to prepare the contract documents, acquire the right of way, advertise, award, .and administer the construction contract for the PROJECT in order to bring about the earliest possible completion of PROJECT. 7. COUNTY is agreeable to CITY's proposal to prepare the contract documents, acquire the right of way, and advertise; award, and administer the construction contract for PROJECT. 8. The parties hereto intend to define herein the terms and conditions under which PROJECT is to be constructed, financed, and maintained. SECTION I CITY AGREES: To advertise, award, and administer the construction contract for PROJECT in accordance with requirements of the Local Agency Public Construction Act and the California Labor Code, including its prevailing wage provisions. Workers employed in the performance of work contracted for by CITY, and/or, performed under encroachment permit, are covered by provisions of the Labor Code in the same manner as are workers employed by COUNTY's Contractors, CITY shall obtain applicable wage rates from the State Department of Industrial Relations and the United States Department of Labor and shall adhere to the applicable provisions of the State Labor Code and the Code of Federal Regulations. Violations shall be reported to the State Department of Industrial Relations. The contract shall also include the Federal DEE requirements as contained in Title 49 CFR, Part 23. 2. In recognition that construction work. for PROJECT done on COUNTY's property will not be funded and paid by COUNTY, for the purpose of protecting stop notice claimants and the interests of COUNTY relative to the successful completion of PROJECT, CITY agrees to require the construction contractor furnish both a payment and performance bond naming CITY as obligee with both bonds complying with the requirements set forth in'Section 3-1.02 of STATE's'current Standard Specifications prior to performing any construction work for PROJECT. CITY stall defend, indemnify, and hold harmless COUNTY and all its officers and employees from all claims by stop notice claimants related to the construction of PROJECT under the payment bond. 3. To construct PROJECT in accordance with plans and specifications of CITY, to the satisfaction of and subject to the approval of COUNTY. 4. To be responsible, at CITY's expense, for the investigation of potential hazardous waste sites within and outside of the existing and future County highway right of way that would impact the PROJECT.' 5. To be responsible, at CITY's expense, for the development of the necessary remedy and/or remedial action plans and designs. Remedial actions proposed by CITY. shall be pre -approved by COUNTY and shall be performed in accordance with COUNTY's standards and practices and those standards mandated by the federal and State regulatory agencies with jurisdiction over the project. 6. That construction within the existing or ultimate County highway right of way shall comply with the requirements in STATE'S Standard Specifications and the Special Provisions for PROJECT and in conformance with methods and practices specified in STATE'S Construction Manual, Construction of storm drain improvements to be transferred to District shall comply with the requirements in the Standard Specifications for Public Works Construction, 2003 Edition (" Crreenbook") and COUNTY's Additions and Amendments to the Standard Specifications for Public Works Construction, 2003 Edition (" Oreybook" ). 3 Ir. 7. If CITY uses its own staff or hires another entity to perform surveys, such surveys 1 shall conform to the methods, procedures, and requirements . of STATE's Survey Manual and STATE's Staking Information Booklet. 8. Material testing and quality control shall conform to STATE'S Construction Manual and STATE'S Material Testing Manual, and be performed, at CITY's expense, by a certified material tester acceptable to COUNTY. Approval of the type of asphalt and concrete plants shall be by COUNTY. 9. To famish, at CITY's expense and subject to the approval of COUNTY, a field site representative, who is a licensed Civil Engineer in the State of California, to perform the functions of a Resident Engineer. The Resident Engineer shall be a public employee in accordance with Chapter 16 of the Local Assistance Procedures Manual. 10. To pay one hundred percent (100%) of the actual cost of construction required for satisfactory completion of PROJECT, including changes pursuant to contract change orders concurred with by COUNTY's representative and any "County -furnished material". 11. At CITY's expense, to furnish qualified support staff, subject to the approval of COUNTY, to assist the Resident Engineer in, but not limited to, construction surveys, soils and foundation tests, measurement and computation of quantities, testing of construction materials, checking shop drawings, preparation of estimates and reports, preparations of "As -Built" drawings, and other inspection and staff services necessary j to assure that the construction is being performed in accordance with the plans and specifications. Said qualified support staff shall be independent of the design engineering company and construction contractor, except that the designer of PROJECT may check the shop drawings, do soils foundation tests, test construction materials, and do construction surveys. . 12. To make progress payments to the contractor and pay all costs for required staff services as described in Articles 9 and 11 of this Section I. COUNTY does not assume responsibility for accuracy of itemization on progress pay schedules. 13. Within sixty (60) days following the completion and acceptance of the construction contract for PROJECT, to furnish COUNTY with a complete set of acceptable full- sized film positive reproducible "As -Built" plans and all contract records, including survey documents, Records of Surveys, signed Environmental Mitigation Monitoring Report Forms, and one set of the corrected original tracings of the structure plans. 14. CITY will maintain those portions of PROJECT located in the unincorporated territory of COUNTY until said portions have been approved and accepted by COUNTY. 15. If CITY terminates PROJECT prior to completion of the construction contract for PROJECT, COUNTY may require CITY, at CITY's expense, to return the right of way to its original condition or to a condition of acceptable permanent operation, as determined by COUNTY. If CITY fails to do,so, COUNTY reserves the right to finish PROJECT or place PROJECT in a condition of satisfactory permanent 0 operation. COUNTY will bill CITY for all actual expenses incurred and CITY agrees 1 to pay said expenses within thirty (30) days and/or to authorize COUNTY to act through the State Controller to withhold an equal amount from future apportionments due CITY from the Highway User Tax Fund, whichever COUNTY deems proper. 16. If cultural, archaeological, paleontological, or other protected materials are encountered during construction of PROJECT, CITY shall stop work in that area until a qualified professional can evaluate the nature and significance of the find and a plan is approved for the removal or protection of that material. . 17. COUNTY's quality assurance activities referred to in.Article 2 of Section II of this Agreement do not include performance of any engineering services required for PROJECT. All engineering services are to be performed by CITY. 18. Prior to commencing construction of the PROJECT, CITY shall secure approval from COUNTY as evidenced by COUNTY's approval of the PROJECT's PS&E and a letter of approval from COUN'T'Y establishing that all COUNTY requirements have been met. CITY shall give timely notice to COUNTY of the approximate date when construction will begin by providing a copy (ie, cc) of its Notice to Proceed given to. the PROJECT'S construction contractor at the time of issuance. Rlslit of Way: 19. To acquire all permanent and temporary right of way required for the PROJECT, including the right of way located in the unincorporated territory of COUNTY, in the name of the CITY and at no cost to the COUNTY and in conformance with applicable County, State, and federal laws and regulations. CITY and COUN'T'Y agree that CITY may exercise the power of eminent domain for these purposes, including with respect to property located in the unincorporated territory of COUNTY. 20. To convey to. COUNTY all rights, title, and interests in and to all the right of way acquired for PROJECT located within the unincorporated territory of COUNTY, free and clear of any encumbrances, and provide COUNTY with all necessary clearances from State Department of Health, and/or State Department of Toxic Substances Control to certify the right of way is free and clear of hazardous waste, upon completion of the PROJECT and prior to the COUNTY's acceptance of control and maintenance of those portions of the PROJECT located within the unincorporated territory of COUNTY. 21. To provide COUNTY with preliminary title reports and copies of all supporting documents; legal descriptions, calculations; right of way maps, and deeds for all parcels to be conveyed to COUNTY pursuant to paragraph 20 of this Section 1, above, for review and approval prior to COUNTY's formal acceptance of the deeds. 22, To provide COUNTY with a Proforma ALTA Owner's Policy of Title Insurance (Title Policy) in the name of the County of Los Angeles or the Los Angeles County �•A' Flood Control District, as determined by COUNTY, prior to COUNTY's formal acceptance of the deeds. 23. That portions of the existing The Old Road right of way will become surplus to the l COUNTY's needs as a result of the PROJECT. CITY agrees to assume maintenance, liability, and all associated costs thereof for those portions of the existing The Old Road right of way that become surplus as a result of the PROJECT including, but not limited to landscaping, driveways, and any other improvements constructed within the existing The Old Road right of way. 24. To conduct and deliver to COUNTY a Phase 1/II Environmental Site Assessment of the property to be conveyed to COUNTY pursuant to paragraph 20 of this Section I, above. The Phase I/II shall be prepared by a licensed civil engineer or engineering geologist registered with the State of California, in accordance with "E1527-00 Standard Practice for Environmental Site Assessment: Phase I Site Assessment Process" as published in July 2000 by the American Society for Testing and Materials and is accurate in all material respects. These reports should be sent to the attention of the Mapping and Property Management Division, County Department of Public Works. Based upon the findings of the Phase I/II Site Assessment Report, should the COUNTY determine that the property is not acceptable to COUNTY, the CITY shall remediate the property until the property is in a condition which COUNTY deems to be acceptable. 25. To provide for the permanent maintenance of all slopes to be graded in connection with the PROJECT and located outside COUNTY's future right of way, to COUNTY s satisfaction. Landscaping: 26, To provide a warranty for plant establishment and landscape maintenance, including irrigation, for a one year period from completion and acceptance of the PROJECT by COUNTY. CITY shall also provide for the permanent maintenance of PROJECT landscaping improvements, if additional maintenance is needed beyond that normally provided by COUNTY services, as determined by COUNTY. Engineering Design: 27. To have a Project Report (PR), including all necessary environmental documentation, and detailed PS&E prepared at no cost to COUNTY and to submit each to COUNTY for review and approval at appropriate stages of development. The PR, final plans, and standard special provisions shall be signed by a Civil Engineer registered in the State of California. 28. To provide for personnel, who prepare the PS&E and right of way maps shall be available to COUNTY, at no cost to COUNTY, through completion of construction of PROJECT to discuss problems which may arise during construction and/or to make design revisions for contract change orders. /,0 Survey: 1 29. To provide, at no cost to COUNTY, survey and mapping services necessary to perpetuate existing land net and alignment monumentation in accordance with Sections 8771 and 8765 of the Business and Professions Code; and to permanently monument the. location of all right of way acquisitions, All of the above are to be shown on a Record of Survey, filed with the County Surveyor. CITY shall deliver one copy of any field notes, filed Comer Records, and Record of Survey required for the execution of the above obligation, to COUNTY's office. Miscellaneous Transfer Drain: 30, To furnish COUNTY with a complete set of acceptable full-sized film positive reproducible "As -Built" plans for all proposed storm drain facilities and appurtenant structures per COUNTY's Miscellaneous Transfer Drain Plan No. 1764, hereinafter referred to as "MTD", including all contract records, survey documents, Records of Surveys, and Easements, as determined by COUNTY. CITY shall also furnish the COUNTY the original plans including all approved revisions to the Miscellaneous Transfer Drain prior to acceptance of PROJECT by COUNTY. 31. To obtain approval from COUNTY for any deviations from approved MTD plans prior to field construction. 32. To acquire all necessary right-of-way for the PROJECT prior to commencement of work and to quitclaim MTD easements as needed to the District prior to acceptance of PROJECT by COUNTY, to COUNTY's satisfaction. , Utility Coordination: _ 33. To notify utility companies of PROJECT and coordinating all utility relocations. Permits: 34. To request the right to plan check and inspect any proposed grading and to contact COUNTY and obtain any required permits whenever work will be performed on private property within COUNTY's jurisdiction. Traffic Control: 35. To inform COUNTY of any modifications and/or additions to the traffic controls within County right of way that are not shown on the approved traffic control plans. Traffic Signals: 36. To coordinate all necessary actions with the responsible agencies for any changes and implementation of traffic signal modifications and timing changes necessary for traffic control and completion of the PROJECT, SECTION II COUNTY AGREES: 1. To provide, at no cost to CITY, oversight of PROJECT, and to provide prompt reviews and approvals, as appropriate, of submittals by CITY or its consultants, and to cooperate in timely processing of PROJECT. 2. That City may acquire all permanent and temporary right of way required for the PROJECT, including the right of way located in the 'unincorporated territory of COUNTY, in the name of the CITY and at no cost to the COUNTY and in conformance with applicable County; State, and federal laws and regulations, and that CITY may exercise the power of eminent domain for these purposes, including with respect to property located in the unincorporated territory of COUNTY. 3. To convey the portions of the existing The Old Road right of way which will become surplus to the COUNTY's needs as a result of the PROJECT to CITY in accordance with California Government Code 25365 at fair market value as determined to be acceptable by COUNTY. 4. Upon proper application by CITY and by CITY's contractor, to issue, at no cost to CITY and to CITY's contractor, the necessary improvement and grading permits for required work within the County highway right of way, as more specifically defined in Articles 3; 4, 5, 6, and 7 of Section III of this Agreement. 5. To .provide at CITY's expense, any "County -furnished material" as shown on the plans for PROJECT and as provided in the Special Provisions for PROJECT. 6. To accept the transfer of the MTD into District's system of maintained storm drains upon completion of PROJECT, submittal of the final Notice of Completion from COUNTY's Construction Division, acquisition of all necessary right-of-way for PROJECT, and submittal of the original plans including all approved revisions. 7. To assign to CITY prior rights of COUNTY for purposes of utility relocation, . SECTION III IT IS MUTUALLY AGREED: All obligations of COUNTY under the terms of this Agreement are subject to the appropriation of resources by the Board of Supervisors. All applicable procedures and policies relating to the use of Federal funds or State gas tax funds shall apply notwithstanding other provisions of this Agreement. /J 3. Construction by CITY of improvements referred to herein which lie within the County. highway or Los Angeles County Flood Control District right of way or which affect COUNTY's facilities, shall not be commenced until CITY's original contract plans. involving such work and plan for utility relocations have been reviewed, approved, and accepted by signature of COUNTY's delegated agent. 4. CITY shall obtain aforesaid improvement and grading permit through the office of COUNTY's Main Permit Office and CITY's application shall be accompanied by six (6) sets of reduced construction plans of aforesaid COUNTY -approved contract plans and six (6) sets of specifications for PROJECT prior to any work proceeding within County highway right of way. CITY's authorization to proceed with said work shall be contingent upon.CITY's compliance with all provisions set forth in this Agreement. 5. CITY shall provide COUNTY an approved copy of right of way certification prior to starting work on the PROJECT, to certify that legal and physical control of right of way were acquired in accordance with applicable State and Federal laws and regula- tions, and County requirements. 6. CITY. shall require'its construction contractor to maintain in force, until completion and acceptance of the construction contract for PROJECT, a policy of Contractual Liability Insurance, including coverage of Bodily Injury Liability and Property Damage Liability, in accordance with Sections 7-3 and 7-4 of the Standard Specifications for Public Works Construction, 2003 Edition. Such policy shall contain an additional insured endorsement naming the County of Los Angeles and the Las Angeles County Flood Control, their officers, agents, and employees as additional insured. Coverage 'shall be evidenced by a Certificate of Insurance . in a form satisfactory to COUNTY, which shall be delivered to COUNTY before starting work on PROJECT. 7. Prior to award of the construction contract for PROJECT, CITY may terminate this Agreement by written notice. 8. During the construction of PROJECT, representatives of CITY and COUNTY will cooperate and consult with each other, and all work pursuant to, PROJECT shall be accomplished according to the approved plans, specifications, and COUNTY's applicable standards and practices. Satisfaction of these requirements shall be verified by COUNTY's representative. COUNTY's representative is authorized to enter CITY's property during. construction for the purpose of monitoring and coordinating construction activities. 9. Changes to the plans and specifications for PROJECT shall be implemented by contract change orders. All major changes as defined in STATE's Construction Manual and as determined by COUNTY shall require approval by COUNTY in advance of performing the work. All changes shall be shown on the "As -Built" plans referred to in Article 13 of Section I of this Agreement, as determined by COUNTY. 13 10. If any existing public and/or private utility facilities conflict. with the construction of PROJECT or violate COUNTY's encroachment policy, CITY shall make all necessary' arrangements with the owners of such facilities for their protection, relocation, or removal in accordance with COUNTY's policy and procedure for those facilities located within the limits of work providing for the improvement to the County highway and in accordance with CITY's policy for those facilities located outside of the limits of work for the improvement to the County highway, The cost of protection, relocation, or removal shall be apportioned between the owner of the utility facility and CITY. in accordance with COUNTY's policy and procedure. CITY shall require any utility owner performing relocation work in the County highway right of way to obtain an encroachment permit from COUNTY prior to the performance of said relocation work. The requirements of the most current version of STATE's "Policy on High and Low Risk Underground Facilities Within Highway Rights of Way" shall -be fully complied with. Any relocated or new facilities shall be correctly shown and identified on the "As -Built" plans referred to in Article 13 of Section I of this Agreement. Where a conflict exists with regard to existing public and/or private utilities facilities in relation to construction of the PROJECT or COUNTY's encroachment policy, for purposes of determining the priority of rights, CITY shall be deemed to hold the same rights as COUNTY for duration of the PROJECT including any and all superior rights held by the COUNTY, vis -&-vis existing public and/or private utilities facilities. 11. Any hazardous material or contamination of an HM -1 category found within the existing County highway right of way, during construction requiring remedy or remedial action, as defined in Division 20, Chapter 6.8 et seq. of the Health and Safety Code, shall be the responsibility of CITY. For the purpose of the Agreement, hazardous material of HM -1 category is defined as that level or type of contamination which State or Federal regulatory control agencies having jurisdiction have determined must be remediated by reason of its mere discovery regardless of whether it is disturbed by PROJECT or not. CITY shall sign the HM -1 manifest and pay all costs for remedy or remedial action within the existing County highway right of way. CITY will exert every effort to fund the remedy or remedial action for which CITY is responsible. In the event CITY is unable to provide funding, CITY will have the option to either delay fiuther. construction of PROJECT until CITY is able to provide funding or may proceed with the remedy or remedial action. at CITY's expense without any subsequent reimbursement. 12. The remedy or remedial action with respect .to any hazardous material or contamination of an HM -2 category found within and outside the existing County highway right of way during construction shall be the responsibility of CITY, at CITY's expense, as a result of proceeding with construction of PROJECT. Forthe purposes of this Agreement, any hazardous material or contamination of HM -2 category is defined as that level or type of contamination which said regulatory control agencies would have allowed to remain in place if, undisturbed or otherwise protected in place should PROJECT had not proceeded. CITY shall sign any HM -2 manifest if construction of PROJECT proceeds and HM -2 material must be removed in lieu of being treated in place. 10 13. If hazardous material or contamination of either FM -1 or IM -2 category is found during construction on new right of way acquired by or on account of CITY for PROJECT, CITY shall be responsible, at CITY's expense, for all required remedy or remedial action and/or protection in the absence of a generator or prior property owner willing and prepared to perform that corrective work. 14. Locations subject to remedy or remedial action and/or protection' include, but are not limited to, utility relocation work and site relocation work required for PROJECT. Costs for remedy and remedial action and/or protection shall include but not be limited to, the identification, treatment, protection, removal, packaging, transportation, storage, and disposal of such material. .15. The party responsible for funding any hazardous material cleanup shall be responsible for the development of the necessary remedy and/or remedial action plans and designs. Remedial actions proposed by CITY on the County right of way shall be pre -approved by COUNTY and shall be performed in accordance with COUNTY's standards and practices and those standard's mandated by the Federal and State regulatory agencies. 16. Pursuant to the authority contained in Section 591 of the Vehicle Code, COUNTY has determined that within such areas as are within the limits of PROJECT and are open to public traffic; CITY shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. CITY shall take all necessary precautions for safe operation of CITY's vehicles, the construction conttactor's equipment and vehicles and/or vehicles of personnel retained by CITY, and for the prptection of the traveling public from injury and damage from such'vehicles or equipment. 17. ' Unless otherwise provided, upon completion and acceptance of the construction contract for PROJECT by CITY to the satisfaction of COUNTY, COUNTY will accept control of and maintain, at its own cost and expense, those portions of PROJECT lying within the County right of way. is. Upon completion of all work under this Agreement, COUNTY will operate and maintain the traffic signals and highway safety lights within County highway right of way on The Old Road as installed and pay one hundred percent (100%) of the total operation and maintenance cost. 19. Upon completion of all work under this Agreement, ownership and title to materials, equipment, and appurtenances installed within the County right of way will automatically be vested in COUNTY, or District, as determined by COUNTY. No further agreement will be necessary to transfer ownership as hereinbefore stated. 20. Portions of the existing The Old Road right of way will become surplus to the COUNTY's needs as a result of the PROJECT. COUNTY agrees to proceed with the vacation of the said portions of the existing The Old Road right of way within 1 year from completion of PROJECT or acceptance of PROJECT and improvements by COUNTY, which ever is later. CITY agrees to pay COUNTY's actual costs to process the vacation. CITY shall assume maintenance, liability, and all associated ii kl costs thereof for those portions of the existing The Old Road right of way that become surplus as a result of the PROJECT including,, but not limited to landscaping, driveways, and any other improvements constructed within the existing The Old Road right of way until the vacation proceedings have been completed, and the conveyance of surplus right of way, pursuant to paragraph 4 of Section II, above, has occurred. 21. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not parties to this Agreement or affect the legal liability of either party to the Agreement by imposing any standard of care with respect to the development, design, construction, operation, or maintenance of County highways and public facilities different from the standard of care imposed by law. 22. Neither COUNTY nor any of its officers or employees is responsible for any damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CPPV under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless COUNTY -and all its officers and employees from all claims, suits or actions of every naive, kind and description brought for or in account of injury (as defined in Government Code Section 810:8) occurring by reason of, anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this Agreement. 23. Neither CITY norany of its officers or employees thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is understood and agreed that, pursuant to. Government Code Section 895.4, COUNTY shall fully defend, indemnify and save harmless CITY from, all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined in Government Code Section 810,8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement, 24, No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 25. Those portions of this Agreement pertaining to the construction of PROJECT shall terminate upon completion and acceptance of the construction contract for PROJECT by CITY with written concurrence of COUNTY. However, the ownership,. operation, maintenance, liability, and claims clauses shall remain in effect until terminated or modified in writing by mutual agreement. 26. Some or all storm and flood facilities to be built under this Agreement will eventually be transferred to the District. CITY will cooperate with COUNTY to accomplish such transfer. 12 27.. This Agreement, or any portions thereof, is not assignable. 28, , In the event CITY does not award a construction contract for PROJECT and/or does not proceed with construction of PROJECT, this agreement shall be null and void. 29. Official notices or correspondence related to this Agreement shall be in writing and sent to the following: COUNTY: Programs Development Division Department of Public Works County of Los Angeles P.O. Box 1460 Alhambra, CA 91802-1460 CITY: Mr. Robert Newman Department of Public Works City of Santa Clarita 23920 Valencia Blvd,, Suite 300 Santa Clarita, CA 91355-2196 1 . 13 17 i IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, duly authorized, by the City of Santa Clarita on 2005, and by the County of Los Angeles on d cso0&2 It 2005. CITY OF SANTA CLARYM COUNTY OF LOS ANGELES Approved as to Form and Procedure: By: r C Newton ity Attorney ATTEST: -�_- CITY CLERK DATE County CoopAgnt-071 B05.doo ADOPTED BOARD OFSUPERVISORS COUNTY Of LOS AN071.12^ air oard of Supervisors . Attest: I / 41-.. 6101 V Av+e -pl,tdeCi',Q,,d,� VIOLET VARONA-LUKENS Executive Officer of the Board of Supervisors # 67 OCT 1'i 2005 VIEXECUTIVS E OFFICER 14 Approved as to Form: RAYMOND G. FORTNER, JR, County Counsel By:r Deputy Date: /d' S' ATTEST: VIOLET VARONA-WKENS EXE ,�tJTIVE 0'rI R - CIER! F T C 60ARD F ' PE ISORS S Deputy (Magic Mountain/Interstate 5 Phase II) This Reimbursement, Indemnification, Construction and Funding Agreement for Street and Interchange Improvements ("AGREEMENT") is made and entered into by and between THE NEWHALL LAND AND FARMING COMPANY, a California Limited Liability Company, hereinafter referred to as "NEWHALL", and the CITY OF SANTA CLARITA, a municipal corporation, hereinafter referred to as "CITY," and collectively hereinafter referred to as the "Parties", effective as of 2S , 2005 (the "Effective Date"): RECITALS CITY and NEWHALL have agreed to cause the construction of certain street, freeway interchange and related improvements known as Magic Mountain Parkway/Interstate 5 Phase II, [PROJECT No. S10021, which improvements are more fully described on Exhibit "A" attached hereto and incorporated herein by this reference (the "PROJECT"). Although the actual PROJECT costs cannot yet be determined, the Parties currently estimate that the total costs for the PROJECT will be approximately $30,138,556. 2. Completion of the PROJECT will assist NEWHALL in satisfying its obligations to improve traffic patterns associated with various residential and commercial developments in which NEWHALL has been involved. NEWHALL therefore agrees that it is in its interest to fully assist CITY in implementing and completing the PROJECT promptly. 3. The City has entered into various agreements in order to design and construct the PROJECTto gain authorization from the Cal ifomiaTransportation Commission and State of California to permit the PROJECT to be funded and completed in a shorter time than It would otherwise which is a benefit to NEWHALL and as a result NEWHALL is agreeable to assuming the risks and liabilities which may arise pursuant to the CITY entering into the various agreements to complete the PROJECT, 4. The Valencia Bridge & Thoroughfare District (the "VALENCIA B&T DISTRICT") has been formed by the City of Santa Clarita and the County of Los Angeles "COUNTY" for the purpose of funding certain public improvements, including a portion of the costs for the PROJECT. The CITY has established a fee program for the VALENCIA B&T DISTRICT (the 'Valencia B&T Fee Program"), and the CITY has the authority and responsibility for administering the Valencia B&T Fee Program. Pursuant to the Valencia B&T Fee Program, developers of property within the area of benefit of the VALENCIA B&T DISTRICT are required to pay fees ("Valencia B&T Development Fees"). LA #4823.9206-0672 vi i9 5. NEWHALL and the COUNTY are in the process of forming another Bridge and Thoroughfare District to be known as the. proposed Westside Bridge & Thoroughfare District (the "WESTSIDE B&T DISTRICT"). The WESTSIDE B&T DISTRICT, if and.when formed, will include a portion of the costs forthe PROJECT. Pursuantto the Westside B&T Fee Program, developers of propertywfthin the area of benefit of the WESTSIDE B&T DISTRICT will be required to pay fees. 6. The VALENCIA B&T DISTRICT and the WESTSIDE B&T DISTRICT are sometimes collectively referred to herein as the "DISTRICTS." The Valencia B&T Development Fees and the Westside B&T Development Fees are sometimes collectively referred to herein as the "District Fees." The Parties wish to enter into this Agreement to set forth (i) certain commitments by the CITY to design and construct the PROJECT; (ii) the agreed fair share allocation of PROJECT costs and commitments by the CITY, VALENCIA B&T DISTRICT and the WESTSIDE B&T DISTRICT(or NEWHALL if for any reason the WESTSIDE B&T DISTRICT is not formed) to fund such fair share allocations of the PROJECT costs; (iii) certain commitments by NEWHALL to prepayfees to the VALENCIA B&T DISTRICT to fund such DISTRICT'S fair share allocation of PROJECT costs, (iv) certain commitments by NEWHALL to prepayfeesto the Westside B&T DISTRICT, if and when formed, -to fund sueh DISTRICT'S fair share allocation of PROJECT costs or to advance funds in lieu of such DISTRICT if such DISTRICT is not formed, (vi) NEWHALL'S commitment to pay to the CITY any monies that are not reimbursed to the CITY for the PROJECT by the Los Angeles County Metropolitan Transportation Authority (METRO), (vii) NEWHALL's agreement to assume all rights and duties associated with the CITY's Cooperative Agreements with CALTRANS and the COUNTY and (viii) CITY'S commitment to grant to NEWHALL credits. against future District Fees for moneys advanced by NEWHALL for the Valencia B&T District to cover the DISTRICT's fair share allocations of PROJECT Costs. SECTION 1 CITY AGREES: 1. CITY shall act as lead agency for the PROJECT. 2. CITY agrees to design and construct the PROJECT in exchange for the promises by NEWHALL to reimburse the CITY for all its Project Costs (as defined below) that are not reimbursed by METRO after the PROJECT is complete and reimbursement is requested by the CITY or for any other monies expended by the CITY in completion of the PROJECT. City agrees to assign its rights to reimbursement from METRO in the event that the CITY's reimbursement request is delayed or denied, 3. CITY shall acquire all necessary right-of-way for the PROJECT and shall apply for and obtain all necessary encroachment permits and approvals from the State of California Department of Transportation ("CALTRANS") for portions of the PROJECT within the right-of-way for Interstate 5. The manner in which the CITY LA #4823.9206-0672 vl C20 acquires the necessary right-of-way for the PROJECT will be in the soled iscretion of the City as to whether or natio condemn property or to abandon the. PROJECT. 4. CITY shall design and construct the PROJECT in substantial accordance with applicable CALTRANS and CITY standards and the PROJECT schedule attached hereto as Exhibit "B." 5. The construction contract for the PROJECT shall require the CITY to comply with applicable provisions of the California Labor Code, the California Government Code and the California Public Contract Code relating to public works projects. 6. After the award of the construction contract and once the Deposit (as defined in Section 2, Paragraph 1 below) has been exhausted, CITY shall on a monthly basis, submit billing invoices ("Project Fair Share Contribution Invoices") for Project Costs (as defined in Section 3, Paragraph 1 below) incurred by CITY through the date of such invoice. The PROJECT Fair Share Contribution Invoices shall set forth the Fair Share Allocations (as determined in accordance with Section 3, Paragraph 2 below) of such Project Costs to be paid by the VALENCIA B&T DISTRICT and the WESTSIDE B&T DISTRICT (or by NEWHALL if the WESTSIDE B&T DISTRICT has not been formed). CITY shall fund CITY's Fair Share Allocation of the Project Costs (pursuant to Section 3, Paragraph 2) below on a pro rata, pari passu basis. Such funding is being provided with the understanding that the CITY will be reimbursed pursuant to its agreement with METRO and that any amounts not reimbursementto the CITY by METRO will be reimbursed by NEWHALL. SECTION 2 NEWHALL AGREES; To deliver to CITY within thirty (30) calendar days following the Effective Date, a $2,000,000 deposit ("Deposit"), which Deposit shall be used to fund the initial Project Costs and shall be deemed a $560,000 advance against the Valencia B&T Fair Share Allocation (as defined in Section 3, Paragraph 2) of such Project Costs and a $1,340,000 advance against the Westside B&T Fair Share Allocation (as defined in Section 3, Paragraph 2) of such Project Costs. After the Deposit has been exhausted, to advance to CITY within thirty (30) calendar days after receipt of each City approved Project Fair Share Contribution Invoice, the Valencia B&T Fair Share Allocation and the Westside District B&T Fair Share Allocation of the Project Costs set forth in such invoice, which advance shall be deemed a prepayment and advance of fees pursuant to the Bridge and Thoroughfare District Fee Program. 3. If NEWHALL fails to timely make payments required pursuant to Section 2, Paragraph 2 above, CITY may deliver a delinquency notice (a "Delinquency Notice") to NEWHALL. If NEWHALL fails to cure a payment delinquency within five (5) LA #4323-9206-0672 vl ai business days after receipt of a Delinquency Notice or if NEWHALL has received Delinquency Notices with respect to more than three (3) Project Fair Share Contribution Invoices, CITY may require NEWHALL to immediately advance to CITY the entire estimated Fair Share Allocation of Project Costs for both DISTRICTS, less amounts previously funded by NEWHALL hereunder. 4. NEWHALL agrees and acknowledges thatthe CITY entered into an agreementwith METRO, for reimbursement for its Project Costs, in order to expedite the construction of and completion of the PROJECT, in exchange forthe promises and agreement provided herein by NEWHALL to reimburse the CITY for monies expended by the CITY which are not reimbursed by METRO. NEWHALL agrees that if the CITY's request for reimbursement Is denied, or delayed for an unreasonable time after the CITY submits its claim for reimbursement, that NEWHALL will reimburse the CITY for its Project Costs. The CITY will assign its reimbursement rights to NEWHALL to pursue with METRO. 5. NEWHALL agrees and acknowledges that the CITY entered in an agreement with the COUNTY for the completion of the PROJECT, in order to expedite the construction and completion of the PROJECT, in exchange for NEWHALL's promises and agreement provided herein that NEWHALL agrees to indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorneys fees), injuries, or liability, arising out of this Agreement and the COUNTY Agreement, or the CITY's performance except for CITY's sole active negligence. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement or the COUNTY Agreement, or the CITY's performance, NEWHALL will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. Further NEWHALL agrees to assume all other responsibilities for hononnthe terms and conditions of the COUNTY Agreement on behalf of the CITY.�This includes but is not limited to expenses or responsibilities which arise from any hazardous, materials or contamination within and outside the PROJECT site, and all maintenance and transfer responsibilities related to drainage facilities constructed by the PROJECT. until such facilities are accepted by the Los Angeles County Flood Control District NEWHALL agrees and acknowledges that the CITY entered into agreements with CALTRANS in order to expedite the construction and completion of the PROJECT, in exchange for NEWHALL's promises and agreement provided herein that NEWHALL consents to the CITY's assignment of all risks, obligations, and responsibilities set forth in the CITY's Agreement with CALTRANS No. 07-4725. NEWHALL further agrees that it will indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), Injuries, or liability, arising out of this Agreement and the CALTRANS Agreement, or the CITY's performance except for CITY's sole active negligence. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement LA #4823-9206.0672 A dX or the CALTRANS Agreements, or their performance, NEWHALL will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. SECTION 3 THE PARTIES HERETO MUTUALLY AGREE THAT: "PROJECT Costs" shall mean the out-of-pocket costs incurred by the CITY forthe design and construction of the PROJECT, including without limitation the costs described on Exhibit "C" attached hereto and incorporated herein bythis reference. PROJECT costs shall include but will not be.limited to construction management costs, City staff time (including legal fees), contract administration and enforcement, inspection, testing and engineering, and design support. 2. The respective Fair Share Allocation of PROJECT .Costs of CITY (the "City Fair Share Allocation"), the VALENCIA B&T DISTRICT (the "Valencia B&T Fair Share Allocation") and the WESTSIDE B&T DISTRICT (the "Westside B&T Fair Share Allocation") shall be as follows: 3. NEWHALL may freely transfer, subject to approval by the CITY, all or a portion of its rights and interest in any Fee Credits generated pursuantto this Agreementto a partywho acquires propertywithin the area of benefit ofthe applicable DISTRICT, provided that such assignment shall be pursuantto a written agreement that clearly identifies the dollar amount of Fee Credits so assigned, the applicable DISTRICT, the assignee, and the property which such assignee owns or is acquiring within the area of benefit of the applicable DISTRICT. A copy of any executed transfer of fee credits agreement will be sent to the CITY within 30 days of execution. 4. In any proceeding between the parties hereto seeking enforcement of or attempting to construe any of the terms and provisions of this Agreement, seeking legal, declaratory or other relief, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses and reasonable attorney's fees. LA #4823-9206-0672 A CITY VALENCIA B&T DISTRICT WESTSIDE B&T DISTRICT First $30,138,556 (percentage share/total) 34% - $10,435,000 22% - $6,502,173 44% - $13,201,383 Over $30,138,556 0% 33% 67% 3. NEWHALL may freely transfer, subject to approval by the CITY, all or a portion of its rights and interest in any Fee Credits generated pursuantto this Agreementto a partywho acquires propertywithin the area of benefit ofthe applicable DISTRICT, provided that such assignment shall be pursuantto a written agreement that clearly identifies the dollar amount of Fee Credits so assigned, the applicable DISTRICT, the assignee, and the property which such assignee owns or is acquiring within the area of benefit of the applicable DISTRICT. A copy of any executed transfer of fee credits agreement will be sent to the CITY within 30 days of execution. 4. In any proceeding between the parties hereto seeking enforcement of or attempting to construe any of the terms and provisions of this Agreement, seeking legal, declaratory or other relief, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses and reasonable attorney's fees. LA #4823-9206-0672 A 5. The PARTIES agree that any amounts submitted by the CITY for Project Costs for either reimbursement or pre -payment by NEWHALL to the CITY will be. deemed conclusive in the absence of manifest error, subject to audit by the firm of Delloite and Touche. 6. Any notice pursuant to this Agreement shall be in writing and given by delivering the same in person or by sending the same by registered, or certified mail, return receipt requested, with postage prepaid, by overnight delivery, or by facsimile to the respective mailing addresses, as follows: City: City of Santa Clarita 23920 Valencia Blvd., Suite 300 Santa Clarita, California 91355 Attention: Robert Newman Facsimile: (661) 259-8125 Copy to: Burke, Williams & Sorensen 611 West Sixth Street Los Angeles, California 90017 Attention: Carl Newton, Esq. Facsimile: (213) 236-2700 NEWHALL:The Newhall Land and Farming Company 23823 Valencia Blvd. Valencia, California 91355 Attention: Barbara Fortman Facsimile: (661) 255-2355 Copy to: Paul, Hastings, Janofsky & Walker, LLP 515 South Flower St., 25th Floor Los Angeles, California 90071 Attention:Robert I. McMurry, Esq. Facsimile: (213) 627-0705 Either City or Owner may change its mailing address at anytime by giving written notice of such change to the other in the manner provided herein at least ten (10) days prior to the date such change is effected. All notices under this Agreement shall be deemed given, received, made or communicated on the earlier of the date personal delivery is effected or on the delivery date or attempted delivery date shown on the return receipt, air bill or facsimile. 7. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. This Agreement shall be governed and interpreted in accordance with the laws of the State of California. U #4823-9206.0612 A 0 9. Within twenty (20) days after receipt of a written request from NEWHALL (or a successor to NEWHALL hereunder), CITY agrees to execute and deliver an estoppel certificate certifying to the knowledge of CITY: (a) that this Agreement has not been modified and is in full force and effect (or, if there have been modifications, that this Agreement is in full force and effect as modified, and stating the modifications); (b) whether or not, to the knowledge of the party executing such certificate, NEWHALL is in default under this Agreement and whether any notice has been received by or delivered to said party of any event of default which has not been cured, and if any such event of default exists or has been noticed, briefly describing such event of.default; and (c) if Fee Credits have been issued underthis Agreement, confirming the amount and availability of such Fee Credits. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their representative officers, duly authorized, effective as of the Effective Date. CITY OF SANTA CLARITA, a political THE NEWHALL LAND AND FARMING subdivision f he S ate of California COMPANY (a California limited partnership) By. By: NEWHALL MANAGEMENT LIMITED PARTNERSHIP, a California limited City M Hager partnership, its Managing General Partner ATTEST: By: NEWHALL MANAGEMENT LIMITED City Clerk Dated: PARTNERSHIP, a Califomia corporation partnership, its Managing Genral Partner n Approved as to Form: By. `1C Greg illiem5 tresfd�tt>r--- a. . By. By. STFViN, MMMER C(/ -j 4?�oon-ey a n4-8 ml*f n) LL -) Ex=1dve ice President U #4823-9206-0672 V1 a5 EXHIBIT "A" Description of PROJECT LOCATION: The PROJECT is located at the Interstate -5 (1-5) and the State Route 126 (SR -126) at the Magic Mountain Parkway interchange, on Magic Mountain Parkway from The Old Road to Tourney Road and on The Old Road from 160 meters south of Magic Mountain Parkway to 500 meters north. PROJECT DESCRIPTION: The PROJECT will construct the southbound auxiliary lane to the off -ramp, widen Magic Mountain Parkway at freeway to eight (8) lanes, and realign and widen The Old Road. This project proposes to enhance capacity in a vital trade corridor through the reconstruction of the 1-5/SR-126 (Magic Mountain Parkway) Interchange ramps and intersections, the widening of Magic Mountain Parkway from The Old Road to east of the northbound ramps, and realignment of The Old Road. The existing diamond interchange would be replaced with a diamond interchange with improved intersection spacing and Increased capacity. The nearby frontage road immediately to the west, The Old Road, would be realigned to the west to increase intersection spacing and provide adequate levels of service. The ramps would be reconstructed to provide additional capacity and to meet the lower grade of Magic Mountain Parkway under the 1-5. U #4823-9206-0671 vl 0?& PROJECT MILESTONES: Call for Bid Award Construction Contract Notice to Proceed Construction Completion EXHIBIT "B" PROJECT SCHEDULE May 2005 October 25, 2005 January 2006 January 2008 a.7 EXHIBIT "C PROJECT COSTS Right -of -Way $ 349,800* Construction $22,914,428 Construction Contingency $ 3,437,164 Construction Management $ 3,437,164 TOTAL PROJECT $30,138,556 *Right -of -Way costs of $349,800 represent direct costs the CITY will incur. Right -of -Way costs for the entire PROJECT are estimated at $5,000,000. NEW HALL will provide the CITY with B&T reimbursement requests for this amount. S:1PW1CPPWTA Cell 19991Magic 15 InterchangelFunding Agreement with Newhall.doc LA 114923.9206-0672 V1 I (,/.- U022j PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Joint Escrow Instructions ("Agreement") is entered into as of C_5D , 2014 ("Effective Date") by and between MARQUIS VALLEY'VMW LLC., a California Limited Liability Company ("Purchaser") and the CITY OF SANTA CLARITA, a municipal corporation ("Seller"). Recitals This Agreement is made with reference to the following facts and circumstances, which the parties agree are accurate and are a material part of this Agreement: A. Per the terms stated in the Option Agreement, attached hereto as Exhibit "A," Seller anticipates that County of Los Angeles Board of Supervisors ("County") will declare as excess, vacate from roadway purposes, and thereafter transfer to Seller certain real property located in the County of Los Angeles, State of California, bearing all or part of the original The Old Road, with frontage along Purchaser's adjacent property (Assessor's Parcels Numbered 2826-037-002, 006, 022 and 023) that is more particularly described in the attached Exhibit `B," and depicted in Exhibit "C," which exhibits are incorporated into this Agreement by reference. All said real property and all appurtenant rights related thereto is referred to herein as the "Property". B. An escrow ("Escrow") will be opened for the conveyance of the Property from County to Seller at First American Title Insurance Company, attention Brian Serikaku ("Escrow Agent"). C. In the same Escrow or another escrow using the sameEscrow Agent provided that both escrows close concurrently in the manner set forth in Section 6 below, the parties desire to transfer the Property from Seller to Purchaser via quitclaim deed immediately following the conveyance of the Property from the County to Seller, all on and subject to the terms and conditions set forth in this Agreement. For good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows: Section 1. Agreement to Sell and Purchase. Seller agrees to quitclaim all of its rights, title and interest in the Property to Purchaser on and subject to the terms and conditions contained in this Agreement. The parties hereto agree that execution of this Agreement by Purchaser shall constitute Purchaser's Exercise Notice under the Option Agreement; provided, however, that if this Agreement is terminated for any reason, the Option (as defined in the Option Agreement) shall be deemed to have not been exercised. This Agreement supplements and modifies the Option Agreement. If there are inconsistencies between this Agreement and the Option Agreement, this Agreement shall control: LA #4834-8391-8105 v14 of Section 2. Purchase Price. The total purchase price for the Property is the sum of $1,402,000.00 and that sum is referred to in this Agreement as the "Purchase Price". Section 3. Payment. The Purchase Price shall be payable at the Closing (as defined in Section 617). Section 4. Escrow. When fully executed by the parties hereto, a signed counterpart of this Agreement is to be delivered to the Escrow Agent and will serve as escrow instructions, subject to the provisions of the Escrow Agents standard conditions for acceptance of escrow, but only to the extent that the standard conditions impose no additional obligations or liabilities on the parties, and further subject to the terns and conditions in this Agreement, the latter to control in the case of conflict. Section 5. Title; Inspections. A. The parties agree that North American Title Company ("Title Company") has issued a preliminary report dated as of June 2, 2014 (the "Preliminary Report"). A copy of the Preliminary Report is attached hereto as Exhibit "D." The parties agree that the Property shall be transferred to Purchaser via quitclaim deed subject to those rights, restrictions, easements, impediments, encumbrances, liens, assessments or other security interests (collectively, "Encumbrances") identified on the document attached hereto as Exhibit `B" ("Title Exceptions'), and Seller shall not be required to remove the Title Exceptions or any other exceptions from title prior to or at any time after the Closing. It shall be a condition to the Closing that all of Seller's rights, title and interest in the Property shall be quitclaimed to Purchaser, subject solely to the Title Exceptions. County will be transferring the Property via quitclaim deed to Setter as one single parcel. Seller shall not record, cause to be recorded or permit to be recorded any liens, encumbrances or other items against or affecting the title of the Property from and after the Effective Date. Purchaser desires that Seller transfer the Property to Purchaser via quitclaim deed as up to six (6) separate parcels. Accordingly, if prior to the Closing Buyer delivers to Seller, or Seller is otherwise provided with, a revised legal description of the Property comprised of up to six (6) separate legal parcels which is certified by a licensed California surveyor as true and correct and as comprising in total no more or less than the Property described and depicted in Exhibits B and C hereto and which description is approved by Buyer (the "Separate Legal Descriptions"), then Seller shall cause such Separate Legal Descriptions to be attached to the quitclaim deed as the Property being conveyed to Buyer in lieu of the legal descriptions and depictions attached hereto as Exhibits B and C. The form of said quitclaim deed is attached hereto as Exhibit "F." At »2 - LA #4830.8391-8105 v14 ,?0 Buyer's election, subject to Buyer having first provided Seller with the Separate Legal Descriptions, Seller shall convey the Property to Buyer by two (2) or more separate quitclaim deeds rather than one single quitclaim deed. The precise form, manner of the quitclaim deed to be selected by Buyer pursuant to this paragraph, including the manner the description and depiction of the Property, shall be referred to herein as the "Quitclaim Deed(s)" Without limitation of the foregoing, Seller shall reasonably cooperate with Buyer in any efforts by Buyer to cause the Property to comprise up to six (6) separate legal parcels, including without limitation reasonably cooperating in efforts by Buyer to cause applicable certificates of compliance to be issued by the County of Los Angeles. Seller makes no representations, warranties or promises as to whether County or any other person or entity will acknowledge and/or accept the Property as up to six (6) separately divided legal parcels. B. Purchaser will have a period of thirty (30) days from execution of this Agreement by Purchaser (the "Inspection Period") to perform such title review and physical and other inspections as Purchaser elects in its sole discretion so that Purchaser can ascertain, among other things, whether it can use the Property for its purposes. If Purchaser determines in its sole discretion that it cannot use the Property for its purposes, or is otherwise dissatisfied with the results of its title review and inspections (in its sole discretion), Purchaser may terminate this Agreement by written notice to Seller given within five (5) days following the end of the Inspection Period. Failure to so give said written notice of termination shall conclusively be deemed to constitute Purchaser's election to proceed with the purchase of the Property. Purchaser and its representatives shall have the right to enter onto the Property for the purpose of conducting inspections. C. From and after the Effective Date and until the Closing, Seller shall not, without the prior written consent of Purchaser (which consent may be granted or withheld by Purchaser in its sole and absolute discretion): (i) enter into, be a party to or consent to any lease with respect to the Property or any portion thereof; or (ii) enter into or consent to any other agreement with respect to the Property or any portion thereof that would bind Purchaser or the Property after the Closing; or (iii) make any alterations to any portion of the Property. City cannot control the conduct of County, who is the current owner of the Property. In the event that County takes any of the actions (i) -(iii) identified above between the Effective Date and the Closing, then Purchaser may terminate this Agreement by written notice to Seller given within five (5) days following Purchaser's notice of any said action by County. Section 6. Closing. The following events are to occur prior to the Closing (as defined below) in the following order: A. First, Purchaser is to deposit the Purchase Price with Escrow Agent. -3- LA 94830-8391-8105 v14 3/ B. Following the deposit of the Purchase Price with Escrow Agent, County is to deposit the deed transferring the Property from County to Seller with Escrow Agent. C. Following the deposit of the deed transferring the Property from County to Seller with Escrow Agent, Seller is to deposit with Escrow Agent the Quitclaim Deed(s). D. Following the deposit of the Quitclaim Deed(s) with Escrow Agent, the Escrow Agent shall disburse to County the Purchase Price. E. On or prior to the Closing, the following must occur: (1) Escrow Agent must cause the Title Company to issue a CLTA Owner's Policy of Title Insurance ("Title Policy") in the amount of the Purchase Price, subject only to the Title Exceptions; and (2) Seller is to deposit with Escrow Agent on or prior to the Closing the following documents: a. Seller's affidavit of non -foreign status as contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA Affidavit"); and b. Seller's affidavit as contemplated by the Revenue and Taxation Code §§ 18805 and 26131 ("Withholding Affidavit"); F. The term "Closing" shall mean the conveyance of the Property to Purchaser consummated by the recording of the Quitclaim Deed(s). Immediately following the date that all requisite City Council and other approvals have been received and requirements have been satisfied for the transfer of the Property from the County to Seller via Quitclaim Deed(s) for the Purchase Price, Seller shall so notify Purchaser. The "Closing Date" shall be the date that is sixty (60) days after the date such notice is delivered to Purchaser, or such earlier date as Purchaser may elect by written notice to Seller. Purchaser shall have the right to extend the Closing Date from time -to -time by sixty (60) days or shorter periods as Purchaser may elect (each an "Extension Period"), but in no event to a date later than the first anniversary of the originally schedule Closing Date hereunder. Purchaser may exercise each such extension by delivering written notice to Seller, prior to the date which would have been the Closing Date but for such extension, of Purchaser's election to extend the Closing Date. On the Closing Date, Escrow Agent is to close Escrow in the following order: (1) Record the deed transferring the Property from County to Seller with the Los Angeles County Recorder or, if another escrow using the same Escrow Agent is being used for the transfer of the Property from County to Seller, confirm that the deed transferring the Property from County to Seller has been recorded with the Los Angeles County Recorder; -4- 1.A #4830-8391-8105 v14 3.2. (2) After the deed transferring the Property from County to Seller has been recorded with the Los Angeles County Recorder, record the Quitclaim Deed(s) (marked for return to Purchaser) with the Los Angeles County Recorder (which will be deemed to be delivery to Purchaser); (3) After recordation of the Quitclaim Deed(s), cause the Title Policy to be issued; (4) After issuance of the Title Policy, charge Seller for those costs, if any, to be paid by Seller as provided in Section 6G; (5) After charging Seller for those costs, if any, to be paid pursuant to Section 6.G, charge Purchaser for those costs and expenses to be paid by Purchaser pursuant to this Agreement; (6) After charging Purchaser for those costs and expenses as set forth in this Agreement, prepare and deliver to both Purchaser and Seller one signed copy of Escrow Agent's closing statement showing all receipts and disbursements of the Escrow; and (7) After delivering Escrow Agent's closing statement, deliver to Purchaser the FIRPTA Affidavit and the Withholding Affidavit. If Escrow Agent is unable to perform all of the foregoing instructions in the time and manner set forth above, Escrow Agent is to notify Purchaser and Seller and retain all funds and documents pending receipt of further written instructions jointly executed by Purchaser and Seller. G. Prorations. Escrow Agent is to prorate the following costs at the Closing: (1) Seller is to pay a. all governmental conveyance fees (e.g., documentary transfer tax), if any, due upon transfer of the Property. (2) Purchaser is to pay a. the premium for the Title Policy, and, b. the escrow fee charged by Escrow Agent, and c. the recording charges, if any, in connection with recordation of the Quitclaim Deed(s), and -5- I_4 04830.8391-8105 v14 33 d. Purchaser's costs related to title endorsements and Title Policy upgrades, if any, requested by Purchaser. (3) Real property taxes, if applicable, are to be prorated at the Closing based on the most current real property tax bill available, including any additional property taxes that may be assessed after the Closing but that relate to a period prior to the Closing, regardless of when notice of those taxes is received or who receives the notice. All installments of any bond or assessment that constitutes a lien on the Property at the Closing are to be paid by Purchaser. Section 7. Conditions to Purchaser's and Seller's Performance. A. Purchaser's obligation to perform under this Agreement and to complete the purchase of the Property is subject to the satisfaction, or express written waiver by Purchaser, of the following conditions: (1) Seller's representations and warranties, if any, in this Agreement being correct as of the date of this Agreement and as of the Closing Date: (2) Seller's performance of all obligations to be performed by Seller under this Agreement, and (3) The Title Company being prepared to issue the Title Policy on the Closing Date insuring fee title to the Property, subject to the Title Exceptions. (4) The transfer of the Property from the County to Seller. (5) Purchaser shall have approved all of the legal descriptions and depictions to be attached to the Quitclaim Deed(s). (6) Seller's deposit of the Quitclaim Deed(s) with Escrow Agent. B. Seller's obligation to perform under this Agreement and to complete the sale of the Property is subject to the satisfaction, or express written waiver by Seller, of the following conditions: (1) Purchasers representations and warranties in this Agreement being correct as of the date of this Agreement and as of the Closing Date; and (2) Purchaser's performance of all obligations to be performed by Purchaser under this Agreement. (3) Approval of the terms and conditions of this Agreement by the City Council and City Attorney. LA 44830-8391-8105 v14 (4) Purchaser's deposit of the Purchase Price with Escrow Agent as set forth in Section 6 of this Agreement. (5) County deposit of the deed transferring the Property from County to Seller with Escrow Agent as set forth in Section 6 of this Agreement. (6) Seller shall have approved all of the legal descriptions and depictions to be attached to the Quitclaim Deed(s). Section 8. Possession. On the Closing Date, Seller will deliver possession of the Property to Purchaser "AS -IS," subject only to the Permitted Exceptions. Section 9. — "AS -IS" Sale; No Representations, Warranties or Promises. A. "As -Is Sale." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE OPTION AGREEMENT, PURCHASER IS PURCHASING TIIE PROPERTY "AS IS WHERE IS, WITH ALL FAULTS." AND SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, (A) THE VALUE OF THE PROPERTY; (B) THE SIZE OF THE PROPERTY; (C) THE INCOME TO BE DERIVED FROM THE PROPERTY; (D) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH THE PURCHASER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (E) THE HABITABILITY, MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (G) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY AND ARCHEOLOGICAL RESOURCES ON THE PROPERTY; (H) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCE, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (T) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (J) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, CALIFORNIA HEALTH AND SAFETY CODE, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, ANY UNITED STATES ENVIRONMENTAL PROTECTION AGENCY REGULATIONS THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS -7.. 1„4;/4830-8391-8105 v 14 3,�r MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY AND ALL OF THE FOREGOING; (K) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR ADJACENT TO THE PROPERTY; (L) THE CONTENT OR ACCURACY OF ANY INFORMATIONAL DOCUMENTS PROVIDED TO OR OBTAINED OR REVIEWED BY PURCHASER; (M) THE CONFORMITY OF IMPROVEMENTS ON THE PROPERTY, IF ANY, TO ANY PLANS OR SPECIFICATIONS OF THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER; (N) THE CONFORMITY OF THE PROPERTY TO ANY PAST, CURRENT, OR FUTURE ZONING OR BUILDING REQUIREMENTS; (0) DEFICIENCY OF ANY DRAINAGE; (P) WHETHER ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; (Q) THE EXISTENCE OF VESTED LAND USE, ZONING, OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY; (R) THE LAND USE STATUS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO GENERAL PLAN STATUS, SPECIFIC PLAN STATUS, ZONING STATUS, SUBDIVISION STATUS UNDER THE CALIFORNIA SUBDIVISION MAP ACT OR THE COUNTY'S SUBDIVISION ORDINANCE, OR THE STATUS OF ANY OTHER GOVERNMENTAL ENTITLEMENT; (S) THE APPLICABILITY OF FEDERAL OR STATE ENDANGERED SPECIES ACTS AND THE EXISTENCE OF ENDANGERED OR THREATENED SPECIES ON THE PROPERTY; (T) THE AVAILABILITY OF WATER OR OTHER UTILITIES TO THE PROPERTY; (U) WITH RESPECT TO ANY OTHER MATTER; INCLUDING BUT NOT LIMITED TO SELLER'S PRIOR USE OF FERTILIZERS OR PESTICIDES; OR (V) THE PROPERTY FALLS WITHIN A FLOOD PLAIN AND ALL DRAINAGE CHARACTERISTICS OF THE PROPERTY, NATURAL OR MAN-MADE, AND SELLER DISCLAIMS AND RENOUNCES ANY SUCH REPRESENTATION OR WARRANTY. B. No Representations Warranties or Promises. Purchaser hereby affirms and acknowledges that neither Seller nor any of its officers, agents, employees, advisors and/or attorneys (collectively the "Exculpated Parties") have made nor has Purchaser relied upon any representation, warranty or promise whether oral or written, express or implied, by operation of law or otherwise, with respect to the Property, whether County or any other person or entity will acknowledge and/or accept Seller's conveyance of the Property as constituting six separately divided legal parcels, or any other subject matter of this Agreement except as otherwise expressly set forth in this Agreement. Without limitation, Purchaser acknowledges that, except as specifically set forth to the contrary in this Agreement, no warranties or representations, expressed or implied, of any kind whatsoever have been made by any of the Exculpated Parties, or will be relied upon, and Purchaser hereby releases the Exculpated Parties from any claims with respect to the general plan designation, zoning, value, use, tax status or physical condition of the Property, or any part thereof, including, without limitation, the flood elevations, drainage patterns, soil and subsoil composition and compaction level, and other conditions at such premises, or with respect to the existence or non-existence of Hazardous Materials (as defined below) in, on, under or around the Property, or with respect to the accuracy of 10 LA #4830.8391-8I05 v14 0 any title report or commitment, soils report or any other plans or reports, or otherwise in any way relating to the Property or the transactions contemplated hereby. Purchaser is acquiring the Property based solely on its own independent investigation and inspection of the Property and in no way in reliance on any information provided by Seller or any of the other Exculpated Partics other than the representations and warranties expressly contained herein. For purposes of this Agreement, the term "Hazardous Materials" shall mean any hazardous or toxic substances, materials or wastes, including without limitation petroleum oil and its fractions, as defined by any federal, state or local law, regulation or ordinance. Section 10. Authority of Parties. A. Seller represents and warrants that this Agreement: (1) Has been duly authorized, executed, and delivered by Seller; (2) Is the valid and binding obligation of Seller in accordance with its terms; (3) Does not violate the provisions of any agreement or instrument, or any judgment, order or decree, to which Seller is a party or by which Seller or the Property is bound. B. Purchaser represents and warrants that this Agreement; (1) Has been duly authorized, executed, and delivered by Purchaser; (2) Is the valid and binding obligation of Purchaser in accordance with its terms; and (3) Does not violate the provisions of any agreement or instrument, or any judgment, order or decree, to which Purchaser is a party or by which Purchaser is bound. C. Each party warrants and represents to the other that the persons executing this Agreement on its behalf are authorized to do so, and on execution of this Agreement, this Agreement shall be its valid and binding obligation, enforceable against it in accordance with its terms. Section 11. Brokers. Each party warrants and represents to the other that it has not retained or consulted with any brokers, realtors or finders in connection with this transaction. Each party agrees to defend, indemnify, protect and hold harmless the other party from any claims, expenses, costs, or liabilities arising in connection with a breach of that party's representations and warranties in this Section 11. The provisions of this Section shall survive the Closing and the recording of the Quitclaim Deed(s). RZ LA #4830-8391-5105 ve4 Section 12. Assignment. A. Purchaser and Seller, and each of them, do not have the right to assign, either in whole or in part, this Agreement or their respective rights and liabilities under this Agreement, without the express written consent of the other party. Notwithstanding the foregoing or anything in the Option Agreement to the contrary, in the event that Purchaser transfers all of the real property described as the Optionee's Property in the Option Agreement to another person, or such portion thereof that has not been transferred under B below, all of Purchaser's right, title and interest in this Agreement and in the Option Agreement shall be deemed to be automatically assigned to such person concurrently with such person taking title to the same. Further in the event that following any such assignment this Agreement is terminated, the Option Agreement shall nonetheless be deemed to have been assigned to such person. The provisions of this Section 12 shall survive the termination of this Agreement. B. Notwithstanding the provisions of Section 8 of the Option Agreement, the sale or transfer of less than all of the Optionee's Property (as defined in the Option Agreement) shall not result in the termination of the Option or the Option Agreement, provided that in such event the Option, the Option Agreement and Purchaser's rights under this Agreement are not transferred and are retained by Purchaser or Purchaser's assignee under Section 12 above. Section 13. Notices. A. The following notice provision replaces and supersedes the provisions of Section 13 of the Option Agreement. The provisions of this Section 13 shall survive the termination of this Agreement. All notices to be given under this Agreement must be in writing and sent to the respective party's notice addresses set forth below by: (1) First class mail, postage prepaid, in which case notice will be deemed delivered three (3) business days after deposit in the United States Mail, or (2) Personal delivery, or by commercial messenger or courier service, in each which case notice will be deemed delivered upon receipt. The notice addresses of the parties are as follows: Purchaser: City of Santa Clarita 23920 Valencia Boulevard, Suite 120 Santa Clarita, California 91355 Attention: City Clerk with a copy to: Joseph M. Montes, City Attorney Burke, Williams & Sorensen, LLP -10- LA #4830-8391-8105 vl4 444 South Flower Street, Suite 2400 Los Angeles, California 90071 Email: jmontes@bwslaw.com Seller: Marquis Valley View LLC c/o Marquis Property Company, Ltd. Pt. Dume Village, Suite 212 29169 Heathercliff Road Malibu, CA 90265 Office: 310457-3606 Mobile: 213-400-7747 Email: zan.marquis@gmail.com with a copy to: Richard D. Henick Appel & Henick LLP 1875 Century Park East, Suite 2230 Los Angeles, CA 90067 Office 310 286-0286x 107 Email: rhenick@appellaw.com or to such other address as Purchaser or Seller may respectively designate by written notice to the other given in the manner prescribed herein. Section 14. Entire Agreement. This Agreement and the Option Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings (whether written or oral) of the parties. This Agreement cannot be modified in any manner except by an instrument in writing executed by the duly authorized representatives of the parties or of their respective successors in interest. Section 15. Severability. if any term or provision of this Agreement is, to any extent, held invalid or unenforceable, the remainder of this Agreement shall not be affected. Section 16. Waivers. Any waiver of a breach of any covenant or condition in this Agreement is not to be deemed a waiver of any other covenant or condition in this Agreement, and no waiver is valid unless in writing and executed by the duly authorized representative of the waiving party. An extension of time for performance of any obligation or act is not to be deemed an extension of the time for performance of any other obligation or act. Section 17. Construction. 1.A ,#4830-9391-8105 Y14 3> The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement. The section headings, captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modify the terms and provisions of this Agreement. The singular form includes plural, and vice versa. This Agreement is not to be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to it and incorporated in it by this reference. Section 18. Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart is an original, but all counterparts arc the same instrument. This Agreement may be executed and transmitted by email and copies of the Agreement as so executed shall be deemed to have the same legal effect as an original signed Agreement. Section 19. Time of the Essence. Time is of the essence in this Agreement. Section 20. Successors. This Agreement inures to the benefit of and is binding upon the parties to this Agreement and their respective heirs, successors, and assigns. Section 21. Governing Law. This Agreement is to be governed and construed in accordance with California law without reference to provisions of California law concerning choice of law. Section 22. Survival. Except as otherwise expressly provided in this Agreement, the representations, warranties, covenants and indemnities of and by the parties contained in this Agreement survive the Closing and the delivery of the Quitclaim Deed(s) for a period of one (1) year. Section 23. Waiver of Claims Purchaser acknowledges and agrees that this Agreement and its terms and conditions have been the subject of negotiation between the parties and that the Purchase Price is fair and just compensation for all of Seller's interests in the Property. Purchaser, on behalf of itself and its agents, representatives, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries, hereby releases Seller from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitations those relating to just compensation, whether known or unknown, which any of them now have, have ever had, _12. LA #4830-8391-8105 v14 or might hereafter have by reason of any matters or things waived or released herein or arising out of or in any way relating to the Property; provided, however, that the foregoing release (a) does not apply to any of the Seller's obligations under this Agreement, (b) shall not release Seller from responsibility for any third party claim arising from personal injury or property damage occurring on the Property prior to the Closing and (c) shall be effective only upon the Closing. By initialing below, Purchaser acknowledges that it has read and understands, and hereby expressly waives, the benefits of California Civil Code Section 1542 which provides: Section 1542. 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. Psnitials Section 24. Cooperation Regarding Tax Deferred Fxchange Purchaser may assign its rights under this Agreement in order to consummate a tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, or otherwise. Seller shall cooperate in any such exchange provided that Seller's obligations under this Agreement are not increased as a result of any such cooperation, Seller is not obligated to take title to any other property, and there is no delay in the Closing as a result of such cooperation. -13- LA #4830-8391.8105 v14 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. MARQUIS VALLEY VIEW LLC: rr� By: J�/ I q,, Date 1 CIT 0 YOFS L Kenneth W Stripling City Manager Date ATTEST: By. ' ACnrine Chaparyan, Interim Uty Clerk APPROVED AS TO FORM: Joseph M. Montes, City Attor`ttcy -14- LA /4830-8391-8105 v14 D!7 L3 -1lia<«4 Date EXHIBIT "A" (Copy of Option Agreement) } OPTION AGREENUNT Tiffs Option Amw= (the 'Agmemesrt") is made on `ir ; Y` 120011 by . and betwee , the City of Santa Ciarita (the "Optionor') and Marquis Notley Vi"r, Lha, i - a California limited liability Company (the "Optmnec"), who agree as follows: - 1 1, IkeePAIS Tbis Agreement is made with referrnce to the following fact and circumsrmhces: a. 'Ilse Ccuuty, of Us Angeles ("County") is the pmaent owner of a-rimat mud property locat"i in Lues Angela, Cnonmy. Califnrnik and more particularly describui on Exhibit "A." attached to Oils AgrewnicaL 'Ire mat Pmpmty is referred Ie herein as the "Surphhs Property.". b. County is the current owner of the Surtilm Prapeity- Pursuant u, (j the Oembrr 11; 2005 AgremuCH its Conshuetinn of Magio Mountain Pmicwny-Phan: 2 t hapsevemcros between the City and the County, County intends to convey pnnione, of the 1 Surplus Property to City in acoudanes with California Govermusm Code section 25365 It feu mark" value as datermincd to be acaepNabic by County (the -'Faehango"), Thr, portions, of the Surplus Prupegy to be conveyed to City relevant to this Agreement azo referred m bercin as the "Conveyed Property'. Optioner agrees in use its best. efforts to promptly amtuire the Smplue Property from Cnomy. c. Optionce owns certain land directly adjacent to the Surplus Property, which is lamed at 27510, 27524 mad 27544 The Old Road, Valencia, CA ("Optionce's Property"), and more particularly deeaibod on Exhibit "n" Amehod to this Agreanent. it. Optimice desires to acquire an interest in the Conveyed Property. Optionee understands that, since the Cmweyed Property is located outside the City of Santa Ciaita, any and all approvals itaccssmy for the dvMopmmt mut use of the Conveyed Property Rota he of amcd from County. C. Option: desires to acquire the exclusive riglnto purchase, without boeaming obllgaW to puIebaee, the Conycya Property at so 4greod price and under terms and egndaions spoethod in this Agnomwt, and Optionor is willing to grant to y Optioneet such tight on aid subject to One terms and conditions specified in this Altm:mom. The size, shape, loutmon mid cimsbnints of interest in the Convoyed Property to be eon vcyed. to Optonee (`Optioned Pmp"iy") arc dcseribcd and dopictwl 3 within Exhibit "C"haeto (*c -U6 FW), 1.t of Omton. Optiow grants to Optonee the exclusive right mid option. (the "Optionn w purchase the Optioned Property m a porch", -price and under the ;. muss acid renditions set forth in this Agremnern. A memorandum of the Option in the farm of Exhibit "p" hcrcto wilt be recorded emuomomtly with "aution of this Agreement. 7 LA anaJPHN@ 29OZ H E -15- LA #4830.8391-8105 v14 �3 3. dation Pari, The Option avi71 Commence on the date "Ore Conv*a' Property is first conveyed to City and will rets in 01l , Mid wr inuc for a pctidd'ofS yasrs'thereafter ("Option Poriod'j. optionor -will providesvdtlennwico to Optioufte Option's acquisition of any portion of the "CiAF*tl ,ad 1'10,00Tt9 PMmPtiy: f rllpttt aY such acquisition, - 4. Coasidmatu The Option is granted in consideration of the payment by Optionee to Optionor of the sum of TEN 100WD AND AMIX il4ilars ($10,000.000) (the "Option Price"), payable by cxxl`ifted"Yit pA�it`Cu?a!9ta4ft `d#atVn ttrtha order of Optionor, subject to collection, receipt of Vrhi4t it *Vby,ndulawlulged by Optionor. 5. Retention of Option Price, if the Option is never exercised, if the Option ia. not exercised in accordance with the terms of this Agreement or if the Options 7.a. of this Agrestuat# ihrt the Option Petri Vrill be; mk isod by Optipaor in considaraiicn of the gmntitag of tins L?#kro»,,. extxpt. fAo (ipirNn Pride " he refunded it tiro eveta 00 000onpr fit7s 0, -tlddalaR 4v q#a`Propatty wadtip. the Option Period or falls to give notice to CYyrtt4rtx of Optitiiitk`s aegplii(tpo of *6 SurpliLc Propery within 30 days prior to the and ofthe _00oa'PaICUL Opftttuuraw retain the andira Uptiur f'tiye in rhe c eat the Qp0 — is'axerciscd and the pntelsmsc.:p>atit fir the 6. Method of I?km s . Optionee may exercise this option by giving of written notice of exmisc from Optionce to Optionor (the "Exercise Notice"). '£o be aieetly�, the E$emiso Notice miM be Perlod,,and must he accompanied bytwo (2) oopttx.:ofas lttatiataaeitt itt$le fid,- -W attached to ifiisAp'epnuatt: path ofwladtihas 4egt W If the 0.pNon has been ,proltody oxwrdded, Optumor well a 4n itMCtteeetda 64 deliver to Optioned one fully executed copy of the irs"meaL 7, : ,ng5a , + anfl iiatS of Rnml Prnoarty. ,in the event that the Option, exercises the option as provided For herein, Optionor agrees w sell and opttonec agrees to buy an interest in, the Conveyed Property and both parties agree to oxecute a connate dor an h -purchase, mid sale of the Premisos in aeoadance with the ""logtannoMa WASDIW, A #�`ffi pa i'UfGna$ �. #ass uppianuuMa v,z,.iwmrrn lora8nn and anistrafnts vfthe 5pttionedProperty die d�oritiod"ate 8opiez�l O.n ';8_".hereto. l?ppu eocctoese aP'Ifie'(3pii�r iw'�l Iraamap�-sea nfitdsty {30i ' from the date of ex0ciac oeo-'�+ W paJdumn "azrct4 aUa rcVirsv and, physical and mfits toxpectiena as opCfonoo eladta fia LJ8 sole disevefion so that Opdonee, Cal aseviam, among other tbmRlt, tvltagter" t;ratp. 4,* for ilpitioned Fropeny fon its purposed, If <Sptfen damomiuos Its Na auto dboreilan it namnot use aw Optionod: property fir its imposts, or is-o0tatwias 41[4 40 w`dlt:ihe ravuhs of its title Miaw. L to C454F7WU-3an2 0 -16- LA W30-8391-8103 v 14 4 i S S and inspections (in is mole discretion), Options may terminate in exerdseof the Option by written notice to Optionor given within five (5) days following the end of the - Inspection Period, Failure to so give said written notice of termination shall conclusively be domed to constitute Optionee's election to proceed with the purchase of the Optioned Property. . b. Purchase Pnee. The purchase price for doe Optioned Property shall be the fair market value of the Optioned Property as determined by the County of Los Angeles (as pari of the Exchange), but in no event shall the unit value (either per•squmre• foot or price-perracre) of Optioned Property exceed the tont value of the CDnkvycd ` Property sold to City pursuant to the Fxchango. If this-Option or any eaiension of it is exercised in accordance with its terms, then the. Option Price will apply towards the purchase price des¢nbed in this section. Chas _rk Costs. The Optionoe shall pay all escrowi title, and - transfir fees associated with ibis pumbase. d. Closing Date Decd. The closing date shall be 50 days fallowing the delivery of the Fxamise Notice, unless otherwise mutually extended by the parties in writing. The Optioned Property win be conveyed by the Optionor to the Optionee by i quitclaim deed. i e. Escrow. An escrow (the "Escrow') will be opened to cansimmtate the sale with an esenew agent to be selected by the parties to this Agreement (the "Escrow , Agent"). In the event the option is exercised, a. signed counterpart of this Agremnratt will be delivered to the Escrow Agent and will serve as escrow instructions, subject to the provisions of the Escrow Agent's standard conditions for acceptance of avcrow; but only to the extent that,the standard conditions impose no additional.obligations Or liabilities on the parties, and further subject to the terms and ccaditions in this Agreement, the lattor to control in the ease of conoid. I. Other Considerations. Optionoe is aware that the Optional Property area is estimated mid its true size and extent cannot bodetermined =61 atter the roadway improvements have been fully completed and the Cotmtyacceps the new Old Road. Option: is aware that the existing Old Road is ac existing utility corridor and all easements and improvemmn4 related to same will remain. Optionee acknowledges that certain areas of the Optioned Property will be designated as parkway and slopes as depicted an,Ahliitta "C" and "D*' harem and that certain areae of the Option Property will be otherwise anon nhercd. by mush abovo-grade facilities mud utilities as dopicted on Exhibits "C" and "D" hereto. OPTIONEE IS PURCHASING THE CONVEYED PROPERTY "AS IS WHERE IS, WITH ALL FAULTS" WITH NO RIGHT OF SET-OPF OR REDUCTION IN THE - PURCHASE PRICE, AND SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY RIND, EXPRESS OR IMPLIED (INCLUDING, ),VITHOUT LIMITATION, (A) THE VALUE OF THE REAL 3 LA #4840.7009.2802 vt LA 94930-8391-8105 v14 PROPERTY; (B) THE SIZE OF THE REAL PROPERTY; (C) TIE: INCOME TO BE DERIVED FROM THE REAL PROPERTY; (D) THE SUITABILITY OF TRE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH THE OPTIONED MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE REAL PROPERTY; (E) 'THE HABITABILITY, MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY; (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY; (G) THE NATURE, QUALITY OR,CONDITION OF THE REAL PROPERTY, INCLUDING, WITHOUT LV%41TATION, THE WATER, SOIL, AND GEOLOGY- AND ARCHEOLOGICAL RESOURCES ON THE REAL PROPERTY; (II) THE COMPLIANCE OF OR BY TILE REAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCE, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (1) THE A4ANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY; (p COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO TITTLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, CALIFORNIA HBALTH AND. SAFETY CODE,. THE FEDERAL WATER POLLUTION CONTROL ACT,• THE FEDERAI: RESOURCE CONSERVATION AND RECOVERY ACT, ANY UNITED STATES ENVIRONN113NTAL PROTECTION AGENCY REGULATIONS THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OP 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY AND ALL OF THE FOREGOING; (K) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR ADJACENT TO THE REAL PROPERTY; (D, THE CONTENT OR ACCURACY OF ANY INFORMATION.AI, DOCUMENTS PROVIDED TO OR OBTAINED OR REVIEWED BY OPTIONED; (M)IRE CONFORMITY OF I!%lPROVEMENTS ON THE RBAL PROPERTY, IF ANY, TO ANY PLANS OR SPECIFICATIONS OYTHE REAL PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN OR MAY BE PROVIDED TO OPTIONEE; (N) THE CONFORMITY OF TRE REAL PROPERTY TO ANY PAST, CURRENT, OR FUTURE. 70NING OR BUILDING REQUIREMENTS; (0) DEFICIENCYOF ANY DRAINAGE; (P) WHETHER ALL OR A PORTION OF THE REAL PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; (Q) THE EXISTENCE OF VESTED LAND USE, ZONING, OR BUILDING ENIT11.EMENTTS AFFECTING THE REAL PROPERTY; (R) THE LAND USE STATUS OF THE RBAI, PROPERTY, INCLUDING BUT NOT LIMITED T'0 GENERAL PLAN STATUS, SPECIFIC PLAN STATUS, ZONING STATUS, SUBDIVISION STATUS UNDER THE CALIFORNIA SUBDIVISION MAP ACTOR THE COUNTY'S SUBDIVISION ORDINANCE, OR THE STATUS OF ANY OTHER GOVERNMENTAL ENTITLEMENT; (51 THE APPLICABILITY OF FEDERAL OR STATE ENDANGERED SPECIES ACTS AND L 94840-7009.2807 vl m LA #4830-8391-8105 V14 THE EXISTENCE OF ENDANGERED OR THREATENED SPECIES ON THE REAL PROPERTY, M THE AVAILABILITY OF WATER OR OTHER UTILITIES TO THE REAL PROPERTY; (i) WITH. RESPECT TO ANY OTHER MATTER, INCLUDING EL"f NOT LIMITFS3 TO OP'rIONOR'S PRIOR USE OF FERTILIZERS OR PESTICIDES; OR (V) THB REAL PROPERTY FALLS WITHIN A FLOOD PLAIN AND ALL DRAINAGE CHARACTERISTICS OF THE REAL PROPERTY, NATURAL OR MAN-MADE, AND OPTIONOR DISCLALMS AND RENOUNCES ANY SUCK REPRESENTATION OR WARRANTY, S. Al.tomaSic 'Permination. If any of the following occurs. than this Agreement and the Option will automatically and immediately terminate without notice: (a; Optionee fails to exercise the Option in accordance with the twins contained in this Ap roment, or Ib' Option" sells or otherwise transfers to another party less than the entire portion of Optimm's Pioperty during the Option Period, In either c vdn, Optionee agrees to execute, acla owledgo and deliver to Optinnor, within five (5) days of request, a release, quitclaim dead or any other document required by Optionor or a tide insurance company to verify or confirm the termination of this Agreement Challenge To Transfix of Otnioned Primo tv. Release. (a) in the event any person or entity challenges, in writing, the transfer of the Optioned Property to Optionee pursuant to this Agreement on grounds that Opherier has not complied with any law, regulation or ordimmce, including, without limitation, the Surplus Property land Act (California Government Code §§ 54220 or seq.) (hereinafter, the "Chaltenge" or. "Challrnges"), this Agreement acrd ihe.. Option: will terminate unless Optionce elects to defend this Agreement and the Option against such Challenges as proyided hercia (b) Upon receipt of a Challenge, Optionor shall promptly provide written notice thereof to Optionee (the "Challenge Notice'). Optionee shall have twenty (20) days f2om receipt of the Challenge Notice to elect, by written notice to Optionor, to defend said Challenge (thc "Election Notice'). If Optionee elects to not defend the Cllaileage, this Agreement shall terminate. If Optionce fails to deliver rte Election Notice to Optionor, within said 2D -day period, Optiorim shall be deemed. to have elected to not defend the Challenge. If Optionee elects to defend the Challenge, Opionot and Optionee shall promptly enter into a separate atitten agreement which is reasonably acceptable in all respects to. Optionor and Optiona,. and that acts forth the terms of Option a's defense of this Agreement and tete Option against the Clhallenge (tire "Defense Agreement'). The Defense Agreement shag include, among other: things, an agreement 'that Optionee indemnify and hold Optionor harmless -for all damages, costs and responses, including attorneys fees, incurred by Optionor resulting from defending against the Challenge, and the name of the law firm which Optionor will use in =01 &-tease, which firm shall be ressonably acceptable to Optionor. If Optimise has not executed and delivered a Challenge Agerxnent in form reasonably acceptable to Optionor within sixty (60) days alter the delivery of the Election Notice, Opttonee shall be deemod to have elected not to defend the Challenge and this Agreement shall twtaimata. At any time LA 148467005-2802 .r a, LA 94830-9391-8105 v14 V7 during the detains of a Challvi go by Optionee, Oulaina may elect to :case such defense by written notice to Optionor, in which event this Agroancrd shall turnninam (c) in (de event ceylegal action regarding any Challoage results in -:a final judgment stating Miert ft Agromltem and this Option vielato any tmv, M ordinance, then this .Agreamolut and the Option will autcanaticaliy awl : y: terminate and ehalt be deemed void from the beginning. (d) upon temtinaboa of Abu Optioni: {hada *a ii 00 of the ,Agreement Optionce agrees to cxccutc� tttgld vw't4 PtiodQrtdititin live `(5) days of request, a release, quitclaim tinea ri€;any otfr€ristpanegXxvtZirimd byOinitutnr or a title insurance company, to verify or cnafinn the termination ofthis Agreement, (e) Without limiting any of the (amus or provisions of this Section of the Agreemerl, Optioneo relmas Optionor and OPdanor's empinycws, tenants, attotueys, mambers, officers, directors, ma agrsa, agents, invitas and licensees and their respective successors and assigns from any and all claims, damages, tiabililies andtor causes of notion Ofeaaeehaa, tray havoltadormary Wft ftmirchavo resulting from or in any war' rotaiad to tea rantoting ionto of this-Alpovmae or.ihc Option. In. that regard. Optionee acknowledges that it is fathtliav wish ibe porebilttptt of California Civil Code Section 1542, Web is cxpinsslyinsdcfslrrod by each PIM herfk0 to provide as follows: rs44• "A general release dol, not World io claims which the creditor docs not know or suspect to exist in his or'nes favor at the time of executing the release, which if known by him or her musthave materially affected his or her setdement with the debtor." s«4r♦ Optima being aware of said elide rection hereby expressly waives any and all rights it may have thereunder, as well as under any olha statute or «amnion taw principles of similar effect. 5]'tll7lAiS llk, . ti"ltltouitinnitinganyofthatmmorpnrviaiunsut'Sat9hm'9of' this Agrae;MM4. Opnlpi ft willindemnify and hold barnAtO 0010100, -#cel Qpilottdr°ls empin y . members, Officer& diroolis ; IRVIRM031, 49tad9.Vs and llsftueet and " rtelpoodw successors and' Win any aced: oaf tlwd patty v;n"vie, damages, liabilities amVor nrcruresulting or in any way ielata{ to tho entering into ofthis Agroament or the Option, il. t: gotomt to the pmvisidas is Scotion 8, above, this Aerwricnt and the option granted under it shall rue with tho Olttioam s Ptnpetiy. The Oftioocc may not assign, Muvey or in any other Maurer nronnsta or tr nmtbcr 41 or any part of this f 44840,7009 M2 rt -Z0- LA 94830.8391-8105 V14 rjcl 74 AgraancM, the rights and duties of Optioned trader this Agreement or the Option panted under this Agreement, without. prior written permission from Optionor which permission Opfionos b Notch' las OU00 0a to give.: It such an g*Swncrdi crmveywce or other transfer is attempted or :fie by 00(ow wiIwttt Prier 'Wr1liM permission from Optionor, Old Optiouedk riJ;hts-;retailer Odt Agreement ma#,the Option will automatically terminate without notice. 12 Taxes. Should this 006m be aceicised by Optio-nee, Opiionee agrees that Optionee will be tespdnsihle for dbe, payment of all taxes in regard to the Optioned Property, including, grocral and spceral cxnany taxes, from Oro date of the Exchange and thereafter. All notices and other conununications required or permitted to be ett by raw party to the tithe' shall be in writing addressed to the Adrimss-set jbnh� Blow aril: ahali be doe red to have been duly liveredpersonally (including by commercial courier or deliver° &e,kddu%L then Asdithethitc delivered for if delivery is refused, Party's Notice Address. A pal the foregoing form and manner. ofthe parties are as follows: Optionor Mn Robert Newman Director ofPublic 'Works City of samm Claris 23920 Valencia Blvd., Suite 300 Santa Clarita, CA 91355 Optioned Marquis Valley View t.LC 400 S. June Street Los Angeles, CA 90004 Atten0on: Mr. Zen Marquis with a copy to; Appel & Renick, LLP 1875 Century Park East, Suite 2230 I.os Angeles, CA 90067 Attention,! Richard Henick, Esq. 7 ]A 94840-7005-902 v: LA #4830-8391-8105 v14 �9 14. Other Pme7siona a II%is Agrearnmit shell be SOvcTned by end construed in accordance with the laws of the State of California Ilia teams of 8ua Agra mmi were Sealy end v0htotanlynopotiatod bdWOM the partim and nova of ft SWbrve anvtean or provision ¢artstroal agairst koolcly by reason of its havingdt0fted dr¢saase. b. I'his Amort and all exlubits a06bd to it constitute the antim agoemem of W¢ panics with fesport to tit¢ s"b oat mattrx hereof and supersede all prior or contcmparma ns agreernams, prouiiars, negotiarioas, eaitetrons or understandings (whorl %Titres or oral) with rw-pect thereto. ;l. IfoiP"haotobrings artaetionatanfarearhdtmwhmfor 6W= ri-hcreupda, do promllogpgay jn such adlon, on trlai or'..oppc4 Orad be d. No astendment of this Agresmast and no waiver of env term or condition of [bis Agreen ent sball be effeutive or ¢nfDrmble unless contained in a writing sipnsd by Optionor end Optionee. e. Eaeetst as othemm provided horoin,. lits Agrumnent shall inure to the bmofrt of and bo binding upon the partim hueto And :Abar zospWltvo stso con and Wigns. LA 44840.1009-2602 vi -22- LA #4830-8391-8105 vA 8 156 IN WITNESS WHEREOF, Optionor and Optionee Save execured this Agreemem as of the date wnm by their Opatim. Marquis Valley View Id:C ("Optioned: CM'()FS//A����NT�A LUUTA("Optionm"): ATTEST: 4 Title: C -I T l ct-cIt . Dated: �1�/oa_ u 94640-7008-2902 v! -23- IA 54830-8391-8105 vl4 9 )51 L Nd840-700D 2002 0 _24 - LA #4830-8391-8105 v14 ,a ';, suaw.us PrsaPenrv� it, Ig £ 1 k Ipi'$4fViW t` u� t uP t + {�1 gbi t 4F § PP 4 i +� PEW.0.9hMY- 902JEOT70 MWIFICFTION L Nd840-700D 2002 0 _24 - LA #4830-8391-8105 v14 EXAIHIT uEu LEGAL DESCRIPTION OF OPTTO.'VEE'S PROPERTY Pool property h the Coy of Santa ClaHta, County of Los Angeles State of CalftA , oesmbed at fo8owa: PARCEL A: (APN 2826-037-22) (UNDERLYING APN 287.6-037.003 AND PTN 2826-037-004) PARCEL 1 OF CERTIFICATE OF CDMPLTANOE FOR LOT UNE ADJUSTMENT NO. 100,222, RECORDED FEBRUARY 5, 1985 AS INSTRUMENT NO. 85-139640, OF OFFICLAL RECORDS, BEING PARCEL 3 TOGETHER WITH THAT PORTION OF PARCEL 4, AS SHOWN ON MAP OF PARCEL MAP NO. 15717, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 168 PAGES 74 AND 75 OF PARCEL MAPS, IN THE DEVICE OF THE COUNTY RECORDER OF SAID COUNTY; DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF SAID PARCEL 4; THENCE J. ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL 4.50U?H30 DEGREES O4' 10" EAST 40.00 FEET TO A POINT ON A LINE, BEING 40.00 FEET SOUTHEASTERLY OF, MEASURED AT RIGHT ANGLES, AND PARALLEL WITH THE NORTHWESTERLY Lit NE OF SAID PARCEL 4; THENCE. 2. ALONG SAID PARALLEL LINE NORM 59 DEGREES 5550- EAST 769-78 FEET TO THE NORTHEASTFRLY LINE OF SAID PARCEL 4; THENCE 3. ALONG SAID NORTHEASTERLY LINE NORTH 27 DEGREES 16137- WEST 23.55 FEET TO AN ANGLE POINT THEREIN, THENCE, - 4. CONTINUING ALONG SAID NORTHEASTERLY LINE AND ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 3 NORTH 29 DEGREES 36' 17° WEST 266.49 FEET TO THE MOST NORTHERLY+ CORNER OF SAID PARCEL 3; S. ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 3 SOUTH 59 DEGREES 55'50- WEST 173.09 FEET TO THE MOST WESTERLY CORNER Of SAID PARCEL 3; THENCE, 6. ALONG THE .SOUTHWESTERLY LINE OF SAID PARCEL 3 SOOTH 36 DEGREES 04'10" EAST 250.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCFSDERIVED FROM ANY OF THE FOREGOING, THAT MAY RE WITHIN DR UNDER THE PROPERTY, TOGETHER_ ATH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID PROPERTY OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECRONALLY DRILL AND MINE FROM LANDS OTHER THAN THE PROPERTY, OILOR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY, AND TO BOTTOM SUCH WHIP5TOCKEDOR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATHOR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAI7T AIN, REPAIR, DEEPEN AND OPERATE ANY S3CH WELLS OR MINES W'ITHOUTT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE OR OPERATE THROUGH OR ENTER UPON THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OFTHE PROPERTY, BY A DEED' RECORDED JANUARY 28, 2004 AS INSTRUMENT NO, 04.191131 OF OFFICIAL RECORDS. LA 946< 7000�28C2 0 -25- LA #4830-8391-8105 v14 1.1 5'3 ALSO EXCEPT ANY AND OR RELATING TO "HE I OR WFTH RESPECT TO' REIN APPLIRENANC CONNECTION WITH GRANTOR), WHETHER PARCEL Al: A FOR INGRESS, EGRESS AND PARIONG AS $T FORTH IN THAT PAKtMG EASEMENT AGREEMENT" RECORDED MAY 24, 2009 AS INSTRUMENTNO. 04.1311923. PARCEL C: (APN 2826-037-801, 2826-037.002? PAK= I AND.2 OPPARCEIMAPNIL 1571.7,IN THE COUNTY OF LOS ANGELES, ?ATE OF ��y A5 PER MAP RBEO IN BOOR 965 PAGES 74 AND 75 OF PARCEL MAP✓; IN THE .+� a OF, HE CCR.IHFHY NEWADMOF Wo COUNTY. EXCEPT FROM SAID PARR]. 1, THAT PORTION DESCRIBED AS FOLLOWS: CONTAINING 665.95 SQUARE METERS (7.179 SQUARE FEE,7, MM OR LESS. THE BEARINGS AND DISTANCES USED IN T1iE ABOVE OCSCRIPTION ARE BASED ON THE LA#484070WM3 Y1 -26- TA #4830-&391-6105 v14 12 -0 CALIFORNIA COORDINATE SYSTEM OT -1983 (1991.35), ZONE S. MULTIPLY ALL DISTANCES USED IN THE ABOVE DESCRIPTION BY 1.0%1140 TO OBTAIN GROUND LEVEL DISTANCES. MORE PARTICULARLY DESCRIBED IN AND SHOWN ON EXHIBIT •IP' ATTACHED TO AN INSTRUMENT RECORDED (TO BE DETERMINED) AS INSTRUMENT NO.05(TO BE DETERMINED). IXCEFT ALL OIL. OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, TOGETHER- WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID PROPERTY OR. ANY OTHER LAND, INCLUDING THL RIGHT TO WHIPST= OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THE PROPERTY, OB -OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYONDTHE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNN€L, EQUIP, MAINTAIN; REPAIR, DEEPEN AND OPERATE ANY MrJ/ WELLS`4OR'MSNIS'WETl1o(Wl NOWIEVE& THE RIGHT TO DRILL, MINE, SNORE, EXPLORE. OR OR ERATEIMOUM 09 PaTMAODO THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF T}( e';PROPERTY,HYA6MD RECORDED JANUARY 28, 20M AS INSTRUMENT NO. 04.191133 OF OFFICIAL REGARDS. ALSO EXCEPT ANY AND ALL WATER, WATER RIGHTS DR 19TERESTS THM- NAPPURTENANT OR RELATING 10 THE PROPERTY OR OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE PROPERTY (NO MATTER HOW ACQUIRED BY GRANTOR), WHETHER SUCH WATER RIGHT SHALL BE RIPARIAN, OVERLYING, AYPROPRIARVE, LITTORAL, PERCOLATING, PRESORTPTIVE, ADJUDICATED, STATUTORY OR CONTPACTJAL, TOGETHER WITH THE RIGHT AND POWERTO EXPLORE DRILL, REDRIU , REMOVE AND STORE THE SAME FROM OR IN THE PROPERTY OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY -GRIN TOR; BUT WITHOUT, HOWEVER ANY RIGHT TO TINTER UPON THE SURFACE 'OF THE PROPERTY IN THE EXERCISE OF SUGIJ RIGHTS, AS RESERVED BY THE NEWHALL LAND AND FARMING COMPANY ( A CALIFORNIA LIMITED PARTNERSHIP), ), A CALIFORNIA LIMITED PARTNERSHIP, BY TEED RETARDED JANUARY 28, 2004 AS INSTRUMENT NO. 04-191133i OFFICIAL RECORDS. PARCEL CA! NON-EXCLUSNBPASEMENTS FOR PARKING SPACES FOR AUTOMDBILES, VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS FOR SUCH PARKING SPACES AS SET POM AND DESCRIBED IN THAT CERTAIN INSTRUMENT ENT FILED'RECLPROCAL PARKING EASEMENT AGREEMENT" RECORDED MAY 24, 2004 AS INSTRUMENT N0.04.1311923, SUBJECT TO THE TERMS THEREIN PROVIDED. PARCEL D: (APV 2826.0374TN 423)(UNDERLYING APN 2826 -037 -ODS) PARCEL 5 OF PARCEL MAP NO.15717, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 168 OF PARCEL MAPS, PAGES 74 AND 75 OF PARCEL MAPS, INTHEOFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. EXCEPT ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS PIG[ ITS AND OTHER HYDROCARBONS By WHATSOEVER NAME KNOWN, GEOTHERMAL. STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT Wky BE WITHIN OR UNDER THE LA I48404W9-2802 cl -27- LA 44830-8391-8105 04 C 0 PROPEP.TY, TOGETHER Wil'H THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND i OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID PROPERTY OR ANY OTHER :AND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF T.4E PROPERTY, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECRONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND _I BENEATH OR BEYONDTHE EXTERIOR UH75 THEREOF, AND TO REORIU , RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR M114ES WITHOUT, HOINEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE OR OPERATE THROUGH OR ENTER UPON THE „ SURFACE OR THE'UPPER 500 FEET OF THE SUBSURFACE OF THE PROPERLY, BY A DEED RECORDED JANUARY 28, 20D4 AS INSTRUMENT NO. 04-191134 OF OFFICIAL REGARDS. ALSO EXCEPT ANY AND ALL :NATER, WATER RIGHTS OR INTERESTS THEREIN APPURTENANT OR RELATING TO THE PROPERTY OR OWNED OR USED BY OYLAT4TOR IN CONNECTION WITH OR WITH RESPECT TO 11M- PROPERTY (NO MATTER HOW ACQUIREO BY GRANTOR), WHETHER SUCH WATER RIGHT SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, " PERCOLATING, PRESMP[IVE, ADJUDICATED, STATUTORY or CONTRACTUAL TOGETHER WITH THE RIGHT AND POWER TO EXPLORE DRILL REDRI.LL, REMOVE AND STORE THE SAME FROM OR INT HE PROPERTY ORTO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR; BUT W!THOLTT, HOWEVER ANY RIGHT TO ENTER UPON THE SURFACE OF THE PROPERTY IN THE EXERCISE OF f SUCH RIGHTS, AS RESERVED BY THE 14EWRALL LAND AND FARMING COMPANY ( A CALIFORNIA UMI1TD PARTNERSHIP), A CALIFORNIA LIMITED PARTNERS U, BY DEED RECORDED JANUARY 28, 2004 AS INSTRUMENT NO. 04-191134; OFFICIAL RECORDS. i. 3 PARCEL D.1: (APR 282"37- PIN 023XUNDERLYING APN 2826-037-PTN OD4) PARCEL 2 AS DESCRIBED IN CERTIFIC},TE OF COMPLIANCE FOR LOT LINEACGUSTMENT NO. } 100,222, RECORDED FEBRUARY S, 1986, AS INSTRUMENT NO. SS -139W, OFFICIAL RECORDS OF LOS ANGELES COUNTY, BEING A PORTION OF PARCEL 4 OF PARCEL MAP NO, 15717,1N THE COUNTY OF LOS ANGELES, STATE OF CALIFORNG, AS PER MAP FILED IN BOOK 168 OF PARCEL MAPS, PAGE 75, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. i EXCEPTALLOIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBORS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE ; PROPERTY, TOGETHER WITH THC PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID PROPERTY' OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND j MINE FROM LANDS OTHER THAN THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS j INTO, THROUGH OR ACROSS ME SUBSURFACE OF THE PPCP£Rf, AND TO: BOTTOM SUCH i7 WHIPSTOCKEO OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SRAPTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRIU , RETUNNEL, EgUIC, MAINTAIN, REPAIR, -DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHTTO DRILL, MINE, STORE, EXPLORE. OR OPERATE THROUGH OR ENTER UPON THE ( SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE PROPFRTY, BY A DEED It RECORDED JANUARY 28, 20X4 AS INSTRUMENT NO. D4 -1910A OF OFFICIAL RECORDS, ALSO EXCEPT ANY AND AU- WATER, WATER RIGHTS OR INTERESTS THEREIN APPURTENANT OR RELATING TO THE PROPERTY OR OWNED OR USED BY GRANTOR IN CONNECTION WITH OR W:1H RESPECT TO THE PROPERTY (NO MATTER NOW ACQUIRED BY C aANTOR). WHETHER SUCH WATER RIGHT SHALL BE RIPARIAN, OVERLYING, APPROPRIATUYE, LTTORAL LA *4640-700[2002 0 _2$_ LA N4830-8391-8105 v14 14 PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR C NlTRALTUAL, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE DRTLL, REDRILL, REMOVE AND STORE THE SAME FROM OR IN THE PROPERTY OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTORS BUT WITHOUT, HOWEVER ANY RIGHT TO ENTER UPON THE SURFACE OF THE PROPERTY IN 'HE EXERCISE OF SUCH RIGHTS, AS RESERVED BY TME NEWHALL LAND AND FARMING COMPANY ( A CALIFORNIA LIMITED PARTNER"), A CALIFORNIA LIMITED PARTNERSHIP, BY DEED RECORDED JANUARY 28,20D4 AS INSTRUMENT 140.04-191134, OFFICIAL RECORDS. I,L!:TAa3Xw NON-EXCLUSLVE EASEMENTS FOR PARKING SPACES FOA AUTOMOBILES, VEHICWAR AND PEDESTRIAN INGRESS AND EGRESS FOR SUCH PARKING SPACES AS SET FORTH AND DESCRIBED IN THAT CERTAIN INSTRUMENT BVI TtEO'RECIPROCAL PARKING EASEMENT AGREEMENT' RECORDED May 24, 2004 AS INSTRUMENT NO, 04-1311923, SUBJECT TO THE TERMS THEREIN PROVIDED. U #4e lwo-M2 rl -29- LA 44830-8391-8105 v14 15 .S7 LA 948404069,2812 v I -30- LA 84830-8391-8105 vl4 5V LA 04810-7000.2002 N -31- LA 04830.8391-8105 v14 V EXUFRIT " D" UTILITY AND LANDSCAPE PLAN (Altuhed) i" iA 9464r7"-7.302 vl _32_ LA #4830-9391-6163 V14 w1b aausv�rawaaamn;a x: `daµm tt"m uX wi�m xwwiaw Hama rz.su uexaat+o'.Ham}m m m H S M M P T R NOTICE OF EXERCISE OF ornON To: City of Santa Cladla (the"Optionor"} NOTICE 13 HEREBY GIVEN that the undersigned Optionce czcrciscs its right to putehase the Conveyed Property as that terrr,ls defined in that certain Option Agreement, dated . between the nadersigned Opticnee and the City of Santa Clarits, in accordance with the provisimu of the Option Agreement. Marquis Vaheyview UccC Opdottea`l: By. Title: Dated: LA 948407009 28U 0 -34 LA 44830-8391-8105 v14 20 m EXHIBIT "F" RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Marquis Valley View, LLC 400 S. June $L"ea Los Angeles, CA 90004 Attention: Mr. Zaa Marquis MEMORANDUM OF OPTION This Memorandum of Option Aman for Purchase of Real Property ("Memorandum") is made and entered into as of . 200&, by and between the City of Santa Clarita ("Optionor'), aid Marquis Valley View, LLC ("OPitoneej. 1. Optionce is the owns of the reel property described in SchedWc i attached hereto (the "Optlonee's Property"). Optionor hereby grants to Optionce an option (the "Option') to purchase the real property and improvements adjacent to tate Opdonee's Property as depicted in Schedule "2" attached hereto (collecrively, the "Optkned Propetty'l on the terms and conditions set forth in that catain Option Agreement of even date herewith between Optionor and Options, and as mores specifically set forth therein (the "Option Agreement"). Capitalized terms not expressly defined herein shall have the meaning ser forth in the Option Agreement 2. Optionce shall have the right to exercise the Option in the manner provided in the Option Agreement at any time during the Tom (as defined m the Option Agrerntent). 3. The parties have executed and recorded this iasinnnent to give wbix, of the _ Option Agreement and the respective rights and obligations of Optionce and Dptionor. no price and other Latus ate in the un ecorded Option.Agream et which is incorporated by - mferance in its entirety in this Memorandum. in the event of any inconsistency between tons Memorandum and the Option Agreement the Option Agreement shall control. This Memorandum and the Option Agreement shall bind and inure to the bametit of the parties and their respective heirs, successors, and assigns, subject, however, to the provisions of the Option Agreement on assigmnem. , 4. This Manorandum and the Option Agreement are governed by California law. to r484e reos.zaozvt -35- LA 44630-83914105 v14 21 Z� !N WITNESS WHEREOF, the parties have executed Nis Memorandum as of the date first set ftmh. abum "Optionor" "optioned, By: Marquis Valley View, LLC, Name:_ - a California limited liability company Titin: BY Zm Marquis, Manager LA 04840.7000.2902 vI -36- LA #4830-8391-8105 v14 22 State of ) ) County of ) On _... bofora me, . Pe'monal y appeared personally known to me (or proved to on dw basis of setbhustory evidence) w be the poison(s) whose name([) mfm subscribed m the within manumant mid acknowledged to methal he(shc t executed the same in hieherNhcir au^tdorized capacity(ies), and that by his'ha9!hoir sigrumture(s) on the imm ma the person(s), or the c city upon behalf of which the pe person(l) Soled, oxcctaed the htsttunttla. I ratify Lader PENALTY OF PERJURY Ueda the laws of Uw Stale ofCali Imoia then the foregoing paragraph is men and correct, WNI,WS my hand and official seat (S—Ob sle Stale of ) Co sty of } On barom mo, . personally appeared — 'pasonallybuwn tome(orptoved tome oa the basis of =sfiwtay evidence) to ba the pason(s) whose mma(a) istare subscribed w the within jov went and acimowiedged tome that hwandthey exaculad the smi m hisAWtheir nuUmriud capscily(ics), sad that by bWh=Ahcir sigature(il or, the insNttnrni the pmon(s), or the entity upon behalf of which the pason(s) acted, executed the kwirumew. I ratify under PENALTY OF PERJURY vnda the laws of the State of California that the foregoing peragwph is toe and correct. RTTNESS my hang and 0%cW sea! {.;Sal) Signature to a4840�7009,2802 v' -37- LA 848304391-8105 v14 23 0 SCHEDULE "I"TO MEMORANDUM DESCRIPTION OF OPTIONEE'S PROPERTY t «840790828020 ?IRL LA #4830-8391-8105 v14 24 SCfIEDULE "2" TO MEMORANDUt DGPIC'TION OF OPTIONED PROPERTY LA 14040.10092802 vl -39- LA *4830-8391-8105 v14 25 it EXHIBIT `B" Legal Description of the excess Property 1".1 Kama: 7118 OLD ROAD I LSEYY.t Portion.171U UMRoad A4v}ainp: A,LK2826037-002, 006 022,023 &M 1'.0 4'Wfi3 U\1 2bd•M}1 R.)) 596 S.D 5 Lf'93 01M T ; a 7 PA R:'LT No } t-4ttXtl.i tY,4+tf'1: +� cf�i t 3 The} portio.4Mro01d R.J, w tha Unv,,porakd'rw,t r aP Ott Co ntv aJ Inv 6 Anplw. Jlnty of 0«d marded inGmk:-9881. Pxga 252 of fNYwhl R000rdn otmid Cow::y, duaiW4 a Wv%o : 5 t3ogionia6 m a }k+inl me 0x aouahav t dy It. orl'aaal 1 of Pucci %IV Nu, 15717, in 1 , : Iha (Jninav(por6t<d Tam(a,�-.1 L. Angela Comay.. at tnv maP (ikd in lka k. to$. pagoa 17 74 Rad 75 of NWI Map,,, Rvank .d aeid C.MY. dnM} lit --00 No, 29 loge- 52 13 miam« 2$ atr n+k Wool 9.852.4. t?232 rceq fmm G- noel *tiuihaty urma,'d wid 13 Pamul l: tk- o kering Yule so kh"wMY tiny S,n+0+57 de8r s 02 minas 18 ac.m 14 ., W o:6.SW2 A. (M 63 I.* tU.- tiadh 60 dsgro 07 n't-tot 16 eccanik \Vwt 15 : 2.A38 matmY (8.60 a dcg. :t2 mi w.17 tl.& %V..t 6.154 vn t , (20.19 Tc %0un.a Swnh 44 &1. SY Udlnd n 22 eacmde Wox 13.651 -0— (S 1 -41 (AAA) earn(51.-41(w() to the b:gimb"ofa xagea( aarvt, cmm' to *M +.Mh..tend h#-i-ga ,.e md}ae-(1(.668 vne 115.00 text): ahcv '.thw.roly 5.017m0m(1646(oct) alang n `xaidwrve tlavogb..1.1an,k-'126&.0. 56 ainuitm 37 tea.%n; ihanaa g-wh 71 20 'degrta 33 minden 59 xeoande Won 8, 157nwtcra t2b,M frac) to Ow bagim* ore ^.l ' (aepaul won, amaxva to the aowhcat Rad being a udnrs nl' Ifl.668 mans (35.00 k y; a2 thsaca xwOtuatx{yttl.4t0 mtteas(34.tRi'acR)ab,gaaiattac x(�aN(aa#oarx tbaupti 24 :Y.anW'aegla oPSSakgrcw 37mitaP:a.S aewiwh;ehcaoow antro-tevgwt8(x:.5wtl+ 34 02 dagrce A3 uPnhs 06 Yauaede t'rpt 9.68} ue(en 131.'17 f«t} W the beRlanin8 d' a n na+ia:tgeat aun'y vmaaaaa W }ng a i nim d' 1,075.217 me}e(e -40- LA #4830-8391-8105 V14 E'S i (3,527.6t feet) and to which beginning a radial line bears South 59 deg=1 02miatuca 40 2 1 acemidn {Vast; then" southeasterly 73.792 meters (242.10 feel) along said last mentioned 3 curva through a mmun t angle of 03 degrees 55 minutes 56 wounds to the beginning of a 4 raver,, curve, ceneave to the southwest and hafting a radius of 91.440 meters (300.00 5 feet); thence southeasterly 16.019 metals (52.56 feet) along said last mcnticmcd curve 6 3� through a eantmt supra of 10 degrees 02 minutes 14 seanrrds to the beginning of a revmxe 7 curve, eiaics+e to the northeast and having a radius of 93.269 meters 006.00 teat); t taste 8 southeasterly 19.528 metes (64.07 feet) along said last mentioned curve through a central 9 angle of 11 degrees 59 minutes 47 seconds to the beginning of a non-tangcnt curve. to concave to the noithcaxt, having a radius of 1,078.570 meacns 0,538.61 feet) and to It 11which beginning a radial line boars South 53 degrees 13 minutes 57 seconds West; thcacc 12 1 gorthenaterly 11.713 metas (38-43 fact) along said last mentioned curve through a oentral -13 angle ol'00 degrees 37 minutes 20 secortds; Orence on a non -tangent lute, South 72 14 {j3j' degre 45 minutes 40 seaonds Past 6.562 meters (21.53 feet); thence South 38 degrees 15 t4t� 48 minutes 37 seconds East 16.207 meters (53.17 reek); thence South 02 degrees 49 16 1i minutes 35 amooda Cast 6.801 maters (22311 feet) to the begiuting of a u0n,tafgent 17 corm concave to thc northeast., having a radius of 1,078.570 meters (3,538.61 tett) anal 18 - to which beginning a radial line beam South 51 Jugrocs< 10 minutes 04 seumds Neat; 19 thence southeasterly 72.109 maters (236.58 feet) along said last mentioned curve through 20 a central angle of 03 degrees 49 minutes 50 seconds to the beginning of a reverse curve, 21 coaeave to the southwtat and (saving a radius of 1,115.760 meters (3,660.63 fatty, thence 22 southeaaterly 47,900 remten (157,L5 fact) along said last mcruieued curve, through a 23 central angle of 02 degrees 27 minutes 35 seconds; diene my, u nota -tangent line, South 78 24 dogrecs 18 minuets 06 seumds !vast 13,711 meteor (44.98 feet); thence South 46 degrees 25 3 34 minutes 07 seconds East 14.200 motors (46.59 rut); thence South 06 degrees ."s7 26 miswtes 59 scenoda Fsst 12.832 meters (4110 fent) to the beginnmS of a nou-tangent 2' I "me, concave to the southweet, having a malas of 1,119.261 meters (3,672.11 feet) and 28 ! to which beginning a radial rite basis North 51 degrees 37 minutes 09 seeouds Fa V' 29 thence southeasterly 55.094 maters (180.75 feet) along said last mentioned curve through Sheet 2 of 4 g;{paaauamaaen inlerciw;rtte 6ieslsmveKlaga(etrttrnp_tot!pwud 11-Saxf.l.Jnc Au"t 16, 2012 TPP:rm -41- LA 04930-6391-910S v14 21 3 4 pSOMA6 a central angle of 02 degmes 49 minutes 13 seconds to the beginning of a compound emVe, concave to the southwest and having a radius of 11.887 meters (39.00 feet); thence southeasterly 3.803 metes (12.48 feet) along said last mentioned curve through a central angle of I8 degrees 19 minutes 46 seconds; thence South 17 degrees 13 minutes 41 5 seconds East 8.916 meters (29.25 feet) to the beginning of a tangent curve, concave to the northeast and having a radius of 13.107 meters (43.00 feet); thence southeasterly 4.215 7 metes (13.83 feet) along said last mentioned curve through a central angle of 18 degrees 8 i- 25 minutes 33 seconds to thebeginaing of reverse curve, concave to the southwest and 9 having a radius of 1,115.462 meter (3,659.64 feet); Ib enec southensterly 25.839 meters 10 f (84.77 feet) along said last mentioned curve thrcwgh a eeniml angle of 01 degrees 19 11 minutes 38 seconds; Oconee South 53 degrees 51 minutes U5 seconds East 7.971 motors 12 (26.15 feet); thence South 32 degrees 42 minutes 19 seconds East 5.970 meters (19,59 13 feet); thence North 60 degrees 07 minutes 15 seconds East 4.344 meters (14.25 feet) to 14 the southwesterly tine of Parcel 6 of said Pamcl Mop No. 15717; thence along said is southwesterly line mud die southwesterly lines of Parcels I through 5, inclusive. North 29 16 degrees 52 minutes 28 seconds West 420.500 meters (1,379.59 feet) to the point of 17 beginning. is 19 20 21 ',.. 22 23 24 25 26 27 28 29 Containing 14,068.5 squaro meters = 151.431 square feet The bearings and distanow used in the above description me based on the California Coordinate System of 1983, Zone 5 (1991.35 epoch). Multiply all distances used in the above description by I M01140 to obtain ground distances. This legat description is delineated on accompanying "EMIT P" and is made a part hereof for mferonac purposes. Sheet of 4 Y:1aia�9 mowaain inhrdiasrge filminuneylapdshrnmhp mtiparael ll-SedlAow Augmt 16, 2012 TPPsw _42_ LA #4830-8391-8105 v14 /1Z) 2 3 4 5 6 7 B 9 10 it 12 13 14 is 16 17 18 19 20 21 22 23 24 25 26 27 29 29 PSOMAS Prepared under the direction of Robert C. Olson, PLS 5490 PSOMAS Sheet 4 of 4 XjM" mountain Imembsn8s filGdsurvcyilegah4nngi_arliwuel 11 -Serf l.hk AuVvt 16,2012 TPP:too -43- LA #4830-8391-8105 v14 7/ EXHIBIT "C" Plat Map depiction of the Property N PPAY Npij q. {, L 3 _ N522 , li Q aC 4.8.8 62 {.2,Z 32'j ( Fi 1:2000 t � ,,✓f L _N r a L1 V i � KJ� lC7 L1 L15 i U6. ROADWXY VACAPON RNE.A A ,4:0$9.6 W.4A ' UETENS . 51:431 C.F. I-51 MAGIC MOUNTAIN INTERCHANGE LOCATION 11-SERF.1 RIGHT -0F -WAY EXHIBIT "B" SHEET 1 OF 2 1 SCALE: AS NOTEDI DATE 8/10/12 so LA 44830-8391-8105 Y14 -- UNE TABLE CURVE TABLE LixE ! N T BEARING Lt 6.552 (21.63' S;?' 2'78"+': L2 2,438 .07 to.48' L3 6a54 20.19^ L4 75.b5) 5135' 94+3 ' '`W 15 9.75: (26 75'1 S7175'S 'k' Lo 16019 SC2'13'06"'W 1,7 6:562 1,53' S72'45�4Q;,K Lb 16.207 ° '4E YC. L9 6.801 2.3' S9Y4c': '• LtU 137:7 14.98' 578'78'06' lit 14.200 {48.55') Sd6'S4'JY L12 12.832 f2.10` 506'3')'' L;3 6.916 29, .5' St '1"41-E L14 7.971 28.15 5`_3'51'."E L 1 5.470 18.59'. S32''4 't9'E L76 4.3+4 1+.25 N6 '07'15"E RAb1AL LL+7E TAih£ LINE BEF,PoNG Rt Sgc. •4f. R2 SSSt3'S-"W R3 S55'10'0. " 'Rd '55'3T03'' iM �" x y, Ns. � tt A p' C � 14 ' A 1-5 / MAGIC MOUNTAIN INTERCHANGE LOCATION RIGHT-OF-WAY EXHIBIT "B" - SHEET 2 OF 2 SCALE: AS r OTEo DATE' 8/16/12 LA N4830-8391-8185 v14 -45- 73 _ CURVE TABLE _ CU^n✓<. LE -40TH RADIUS DELTA Ct 5.017 to.48' ts,.-a-88— (3�1Q'j- C2 70.479 (34,19'1 1P.bb8 S5'ST35" 16019 5 y' 51.430 ! ' ':14'. Cd 14.52E 6 ) 93.269 08.00'` ;'G4' 7` C5 71.715 4' 1078.570 .Ei' CB 3.803 1".4 ' 71,887 3A C7. 4.275 13: 13.107 t 25'33" C8 25.839 4.T' t+.15.462 -659.54'1 7'I ' -45- 73 EXHIBIT "Yf June 2, 2014 Preliminary Title Report NORTH 21005. E Mala Shee( Stlfe AMERICAN 614 cep rew (94)41Callforru 94M (949)4149401 Once Fax: (714)667-0330 ICTITLE COMPANY Emel(: rWdyd!WWWI@c18tmm L"n CMralwerk- Updated and Amended Newhall land And FaronkV Cotrpany Your Ref: The Old Road Rra119ment 25121 Spiin jUdCart, Stlbe 300 Ots Crckr No.: 1210930 %t" Valetda, CA 9M pfopeLrAdde= Vatmt Land --" Old Road Newhall, Cat Atten#W: AlexStdtreuader Prelirritury Report Dated m of uM 02, 2014 at 7:30 A.M. in response to the above rekra)ced 4Vks8an for a Policy of Title ustrartoe Fr# Austrian Tilde Irts eratice C&nDanY Haeby opats Wad it is prepafed m issue, or mae to be ismed, as of the date hereof, a Polity m Polidm of Tiae losutaom dambing the land and We estate err interest daetrin hacrefta set fork, invxing against loss wtidl may be sustained by reasao ofany defect, lien or maanbrance ret shown or referred W as an Exceptim tdow or nbt excluded eom coverage purr uarM1 to he pAulad Schedules. Conditions and Stipulations of said Policy perms The prbded Exceptdres and Udusioni Romthe coverage and lirsdtatians on covered Oeks of said Policy or Polido are ad trthin ExbibitA atlsched. The Pchcyto beisasWrmy cowainan Arbittation asuse. Whertheanmmtofinnaaaeisless than tree set lhith on the Admiration Clause, all arbilaNe tratlers sha0 be arvAated at We Option of Either We Compmp or We Invited as We exclusive remedy of the Pastia Lunitatmns oo covered Oaks applicable to the CLTA and ALTA Horo4ovmak Policia ofTitle Inactivates w7tldi establish a deductible an aunt and a rmdrnunt dollar limit of liability flor retain coverages are slur ad forth in Exhibit A. Copia of the Policy fauns should be read. They are available. from. the off 4 Wfdeh I ssued this repot. Please road the escepaam shown or rdlroad m below and ase exception; and exclusions rest forth in Wall A of this capon carefully. The cacepdam anal m¢ludam aw romnt to prm�ide You with ratice of MI whkhan not covmsd wide, the terns of the tae imw policy and should becarefully considese3. It isfrrportant to rete tint this preliMsery report m ret a wrhtm represmladon as to Qe coo ditton Of lit is and cosy rat list all tlms, deserts, and eratsmbnttces affecting dick to "Ltd This repast (and arty supplemer is of amenderadi hereto) is issued solely for We purpom of fatiliiti Og We ismetee of a po8cyafQteinsixailceand Po.tattilay a asmO1W t(aeby if it is desired that liability be assumed pritrto We isafahm Of policy oftlaeinivanm, a Bifida Or Commitrmt should berequeiled. TbefomnofPotiryofhtlaim,,mcemntmspldrdbya sreponis_ ALTA Standard oumer Policy Please Hole that the Ameice's First Homeavma's Policy (CLTA1 ALTA Homeowners Policy)can ahiy be iswedm tsanmulioos irwolwin8 individlnis as pmdasas and redderfiel 14 prnperice. Any intintiao tlm lbe ArneOca e.Fua Homevvmer'e Policy (CLTA7 ALTA Homeowner's Poh* will be i.swed in a Inroadim that doer ant rated these rsitaia ds herebyrevised m "IC that 1110 pOliuycontmapadedia a Standard Coverall; Policy Rardy Cees,Tie Of cer Page 1 aay.ew MM3 me IA #4830-8391-StOS 04 Oslo tko. 920)2-1210930-13 7� SCHEDULE A 1. The estate or Interest In the land hereinafter described or referred to covered by this report Is: Fee simple. 2. Title to said estate or interest at the date hereof Is vested in: STATE OF CALIFORNIA 3, The Land referred to In this report is situated In the State of California, County of LOS Angeles, and Is described as follows: See attached Legal Description Rd. Wx 8/20113 _Q7_ LA #4830-8391-8:05 vI4 Page 2 Order No. 92002-1210938-13 -15 LEGAL DESCRIPTION Real property in the City of Newhall, County of Los Angeles, Stale of California, described as follows: THAT PORTION OF THE OLD ROAD, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER DEED RECORDED IN BOOK 29881., PAGE 252 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING ATA POINT ON THE SOUTHWESTERLY LINE OF PARCEL 1 OF PARCEL MAP NO, 15717, IN THE UNINCORPORATED TERRITORY OF LOS ANGELES COUNTY, AS PER MAP FRED IN BOOK 168, PAGES 74 AND 75 OF PARCEL MAPS, RECORDS OF SAID COUNTY, DISTANT THEREON NORTH 29 DEGREES 52 MINUTES 28 SECONDS WEST 9.852 METERS (32.32 FEET) FROM THE MOST SOUTHERLY CORNER OF SAID PARCEL 1; THELE LEAVING SAID SOUTHWESTERLY LINE, SOUTH 57 DEGREES 02 MINUTES 18 SECONDS WEST 6.592 METERS (21.63 FEET); THENCE SOUTH 60 DEGREES 07 MINUTES 16 SECONDS WEST 2.438 METERS (8.00 FEET); THELE NORTH 81 DEGREES 32 MINUTES 13 SECONDS WEST 6.154 METERS (20.19 FEET); THENCE SOUTH 44 DEGREES 39 MINUTES 22 SECONDS WEST 15.651 METERS (51.35 FEET) TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 10,666 METERS (35.00 FEET); THENCE SOUTHWESTERLY 5,017 METERS (16,46 FEET) ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26 DEGREES 56 MINUTES 37 SECONDS; THENCE SOUTH 71 DEGREES 35 MINUTES 59 SECONDS WEST 6.1,,.57 METERS (26.76 FEET) TO THE 13EGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 10.668 METERS (35.110 FEET); THENCE SDUTHONESTERLY 10.419 METERS (34.18 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 55 DEGREES 57 MINUTES 35 SECONDS; THENCE ON A NON - TANGENT UNE, SOUTH 02 DEGREES 13 MINUTES 06 SECONDS WEST 9,68.3 METERS (31.77 FEET) TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 1,075.217 METERS (3,527.61 FEET) AND TO WHICH BEGINNING A RADIAL LINE BEARS SOUTH 59 DEGREES 02 MINUTES 40 SECONDS WEST; THENCE SOUTHEASTERLY 73.792 METERS (242.10 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 03 DEGREES 55 MINUTES 56 SECONDS TO THE BEGINNING OF A REVERSE CURVE, CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 91.440 METERS (300.00 FEET); THENCE SOUTHEASTERLY 16.019 METERS (52.56 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 10 DEGREES 02 MINUTES 14 SECONDS TO THE BEGINNING OF A REVERSE CURVE, CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 93.269 METERS (306.00 FEET}; THENCE SOUTHEASTERLY 19.528 METERS (64,07 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 11 DEGREES 59 MINUTES 47 SECONDS TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 1,078.570 METERS (3,538.61 FEET) AND TO WHICH BEGINNING A RADIAL LINE BEARS SOUTH 53 DEGREES 13 MINUTES 57 SECONDS WESP THENCE SOUTHEASTERLY 11.713 METERS (38.43 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 00 DEGREES 37 MINUTES 20 SECONDS; THENCE ON A NON -TANGENT LINE, SOUTH 72 DEGREES 45 MINUTES 40 SECONDS EAST 6.562 METERS (21.53 FEET); THENCE SOUTH 38 DEGREES 48 MINUTES 37 SECONDS EAST 16.207 METERS (53.17 FEET); THENCE SOUTH 02 DEGREES 49 MINUTES 35 SECONDS EAST 6.801 METERS (22-31 FEET) TO THE BEGINNING OF A ION -TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 1,078.570 METERS (3,538.61 FEET) AND TO WHICH BEGINNING A RADIAL LINE BEARS SOUTH 51 DEGREES 10 MINUTES 04 SECONDS WEST; THENCE SOUTHEASTERLY 72.109 METERS (236.58 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 03 DEGREES 49 MINUTES 50 SECONDS TO THE BEGINNING OF A REVERSE CURVE, CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 1,115.760 METERS (3,660.63 FEET); THENCE SOUTHEASTERLY 47.900 METERS (157.15 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 02 DEGRFES 27 MINUTES 3S SECONDS; THENCE ON A NON -TANGENT UNE, SOUTH 78 DEGREES 18 MINUTES O6 SECONDS EAST 13.711 METERS (44.98 FEET); THENCE SOUTH 46 DECREES 34 MINUTES 07 SECONDS EAST 14.200 METERS (46.59 FEE(); THENCE SOUTH 06 DEGREES 37 MINUTES 59 SECONDS EAST 12.832 METERS (42.10 FEET) TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE Page 3 Rev, RAT 81201D ma LA #4830-8391-8105 v14 Order No. 92002-1210938.13 Z& TO THE SOUTHWEST, HAVING A RADIUS OF 1,119.261 METERS (3,672.11 FEET) AND TO WHICH BEGINNING A RADIAL UNE BEARS NORTH 51 DEGREES 37 MINUTES 09 SECONDS EAST THENCE SOUTHEASTERLY 55.094 METERS (180.75 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 02 DEGREES 49 MINUTES 13 SECONDS TO THE BEGINNING OF ACOMPOUND CURVE, CONCAVE TO THE SOUniWEST AND HAVING A RADIUS OF 11.887 METERS (39A0 FEET); THENCE SOUTHEASTERLY 3.803 METERS (12.48 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 18 DEGREES 19 MINUTES 46 SECONDS; THENCE SOUTH 17 DEGREES 13 MINUTES 41 SECONDS EAST 8.916 METERS (29.25 FEET) TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 13.167 METERS (43.00 FEET); THENCE SOUTHEASTERLY 4.215 METERS (13.83 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL. ANGLE OF 18 DEGREES 25 MINUTES 33 SECONDS TO THE BEGINNING OF A REVERSE CURVE, CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 1,115.462 METERS (3,659.64 FEET); THENCE SOUTHEASTERLY 25.839 METERS (84.77 FEET) ALONG SAID LAST MENTIONED CURVE THROUGH A CENTRAL ANGLE OF 01 DEGREES 19 MINUTES 36 SECONDS; THENCE SOUTH 53 DEGREES 51 MINUTES 05 SECONDS EAST 7.971 METERS (26.15 FEET); THENCE SOUTH 32 DEGREES 42 MINUTES 19 SECONDS EAST 5.970 METERS (19.59 FEET); THENCE NORTH 60 DEGREES 07 MINUTES 15 SECONDS EAST 4344 METERS (14.25 FEET) TO THE SOUTHWESTERLY LINE OF PARCEL 6 OF SAID PARCEL MAP NO. 15717; THENCE ALONG SAID SOUTHWESTERLY LINE AND THE SOUTHWESTERLY LINES OF PARCELS 1 THROUGH 5, INCLUSNE, NORTH 29 DEGREES 52 MINUTES 28 SECONDS WEST 420.500 METERS (1,379.59 FEET) TO THE POINT OF BEGINNING. Ra . NAT W20/13 -49- LA 114830-8391-8105 v14 Page 4 Order No. 92002-1210938-13 SCHEDULE B At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions in the policy form designated on the face page of this report would be as follows: 1. General and special taxes and assessments for the Fiscal year 201+2015, a lien not yet due or payable. 2. An exairination of the Los Angeles County Tax Assessors records show no tax amounts as of the dated of this report for the fiscal year 2013-2014. 3. The lien of special tax for the following community facilities district, which tax is collected with the county taxes. District: Santa Ciarita Valley Sanitation District of Los Angeles Comity 4. The lien of supplemental taxes, it any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the Californa Revenue and Taxation Code. 5. Assessments, if any, for commmnity facility districts affecting will land which may exist by virtue of assessment maps or notices filed by said distrlcts. Said assessments are collected with the County prop" taxes. 6. Water rights, claims or tNe to water, whether or mit shown by the public records. 7, The rights of the public to use that portion of said land lying within Old Road. S. The fact that there are possible facilities disclosed to the company but hot Of public record. 9. Any facts, rights, interests, of claims which are not shown by the public records but which could be ascertained by an inspection of said land or by rnrking inquiry of persons in possession thereof. 10. With respect to State of California, the office of the Secretary of State reports Its status as active. *."s"""a11 FND OF REPORT AM NAT SM113 -50- Uk (14830-8391-8105 v14 Page 5 Order No. 92002-121093843 =xxxa. NOTES <+xas 1. Thin report Is preparatory to the Issuance of an ALTA Loan Policy. We have no knowledge of any fact which would preclude the issuance of the policy with CLTA endorsement forms 100 and 116 and If applicable, 115 and 116,2 attached... When Issued, the CLTA endorsement form 116 or 1162, If applicable will reference a(n) Vacant Land known as Vacant land - The Oki Road, Newhall, California. 2. According to the public records, there has been no conveyance of the land within a period of twenty-four months prior to the date of this report, except as follows: None 3. short term rate applies. 4. City Transfer Tax: The following City Charged Transfer Tax is In addition to the Normal Transfer Tax. The tax Is based on the full value of the transfer without allowance for lens or encumbrances assumed -the fee shown Is the fee per thousand dollars of value orfraction thereof, The rates shown are subject to change by city at any time. CITY FEE -Calver CAN, $ 4.50 W5 Angelas $ 4.50 postal" $ 2.20 Redondo Beach $ 2.20 Sant. mmtica $ 3.00 5. Notice of change in ownership recording procedure Effective July 1, 1985 pursuant to slat law as amended January J, 2011 (Section 480.3 of the Revenue and Taxation Code), all Deeds and other Documents that reflect a change In ownership must be accompanied by a Preliminary Change of Ownership Report to be completed by the transferee. If this special report Is not presented at the time of recording, an additional recording fee of $20A0, as required by law, will be charged. Preliminary Change in Ownership forms, Instruttbns on how to complete them, and a nal- exclushre list of documents that are affected by this change, are available from the County Recorder's Office or the Office of the County Assessor. 6, GOOD FUNDS LAW Under Section 12413.1 of the Colifdmla trv4rrance Code, North American Tide Company, Inc. may only make funds available for dMursernmd in accordance with the following mies: Same day avalabillty. Disbursement on the date of deposit Is allowed only when funds are deposited to North American Title Company, Inc. by Cash or Electronic Transfer (Wire). Cash will be accepted only under special circunstancm and upon approval by management. Page 6 »AT bxlla Order No. 92002-1210938-13 _51_ LA #4830-8391-8105 v14 �9 Next business day availability. if funds are deposbed to North American Title Company, Inc. by casldees checks, certified checks or teller's checks, disbuteeirent may be on tiw next business dayfollowing deposit. A'leifees check' is one drawn by an insured financial Institution against another insured floancial institution (e,g., a savings and loan funding With a check drawn against a FDIC insured bank). Second bushmes4ay*011iiiii : utho:depost is made tav edecksmier thanthow described In ❑amnraofis I: and 7. ahovi : Eslmrsententmav occur on the day them funds tmuat be ante Insurance Code Section t2413, et seq. and These are the mit» uwen periods before funds will be made available. North Amerkan Title coinpany, Inc. Is not obligated to disburse funds at the expiration of the titre periods above, and expressly reserves the right to require additional time before disbursing on deposited funds. Close of escrow and final disbursantem will not be made based on deposits in the form of personal checks, corporate checks, credit union checks, rmney market checks, travelers checks and official chocks until confirmafion of float clearance of the funds. North Aneriean Title Cotrpany will not be responsible for accruals of Interest or other charges resulting from coopflance with the disbursement restrictions hnposed by state law. For Your Iformation Our Wan e Instructions Are; Wire To: Credit the Account of: Comerica Bank North American Title Company, Inc. 2,321 Rosecrans Ave, Ste SOW Bank Account No.: 1893920700 ABA No.: 121137522 EI .Segundo, CA 90245 Escrow No. 92002-1210938-13 ACH FVIND8 - Automatic Clearing douse North American Tide Company, Inc. will notaccept funds in the form of ACH transfers. Be sure to reference our order number 92002-1210938-13. Should this office be required to wire fwl& out at close of escrow, Please be in`orined that wiring Instructions should be received as soon as possible, but no later than the following times, Wires outside the State of California: 11.00 A.M. ON DATE OF WIRE Wines within the State of California: 12:00 P.M. ON. DATE OF WIRE Effective3anuary 1, 1991 A service charge of $25.00 will be assessed for all funds disbursed by this Company by wire. 7. North Arre dican TSie Cortptarhy, Inc.'s charges for recordingthe transaction ducurnents Include charges for services performed by North Anhedcan Title Company, Inc., In addition to an estmate of payments to be made to governmental agencies. 8. Note: The policy to be Issued nmy contain all arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth In any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the insured as the exclusive Page 7 Rev. hAT$M/13 Order No. 92002-1210938-13 -52- LA 64830-8391-8105 04 aatt>edy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Conwnhmem or Report to obtain a sample of the policy Jacket for the policy that Is to be issued in connection with your transaction. The map attached, it any, may or may not be a survey of the land depicted hereon. forth American Tide Company expressly discibins any liability for loss or damage which may result from reliance on this map except to the e)dent coverage for such Iris or damage Is expressly provided by the terms and provisions of the title insurance pointy, If any, to which this trap is Attached. Page 8 nen. NAT SIMM -53- LA 44830.8391-8105 v14 Order No. 92002-121OD38-13 ORDER NO.: 92005-1210938.13 North Amerkan Tule Company EQUITY LINE AFFIDAVIT AND INSTRUCTIONS Wtth regard iQ aur Original Lender Equity Xredk Line Address: Currently held by. Bank/Lender (Beneficiary) Nddress: Deed of Trust: (date recatleQ _.(as Instrument Number). Loan/Account A' we hereby certify that: Outstanding Balance, as of Date below 3. BORROWER(S) CERTIFICATION: To Induce the above-named Leader to issue its demand and thereafter, Its reconveyance upon satisfaction of the lien described len the demand, the undersigned hereby certifies as follows: s WWe have destroyed all credit cards and/or personalized checks for the above referenced amount. The last check A .has claimed and that there are no other outstanding checks or charges on this account as of tine date indicated below or UWe have not drawn checks or made charges on this amount since day year - • I/We are returning herewith all credit cards and/or unused personalized checks in our possession, cut in hay, unless previously destroyed. • Me have notified any merchant, to whom wa have pre -authorized charges, to cancel said charge (i.e., insurance premium, subscriptions, membership fees, loan payments, etc.). I/We will be responsible for any and all charges which am presented for•payment, Including charges presented after the requested demand is prepared. If North American Tlfle Company advances, on ny/our behalf, funds to pay off the Equity Line ( Credit Line In full, I/We, agree, upon mitten demand, to promptly reimburse North American Title Company, CONTINUED ON NEXT PAGE Page 9 per. NAT 8f1o10 -54- LA #4830-8391-8105 A4 Order No. 92002-1216938-13 Freeze and Close Account (Lender Instructions) Me hereby Instruct the above named tender to freeze the above referenced account and make no further disbursements. T/We further instruct you to issue your demand statement to North American Title Company and that said demand Indicates that the account has been frozen and no further disbursements will be authorized. Upon payment in full by North American Title Company, you are Instructed to close the above referenced account and forvaud a reconveyance/mlease and/or satisfaction to the appropriate county recorder's office for recording in accordance with California Civl Cate Sectlons 2941 and 2943, as amended, which became effective January 1, 2002. f/We acknowledge this afffdavh is given to induce Lire above named Lender to accept funds as a fill payoff of the accent, and that it Is a crime under federal law to knowkrgly make anyfalse statement, or report, for Ole purpose of influencing the actions of any federally launed ireitRution.: VWe declare under penalty of perjury, pursuant to state and federal law, that the foregoing is true and correct. Owner/eorraver bate Ovmer/Borrowat Date Page 10 Fr.. "T erAlu -55- t.A 44830-8391-8105 v14 Order No. 92002.1210938-t3 �3 AUTHORIZATION TO CLOSE ACCOUNT In accordance with your demand, we have remitted! funds M the amount of $ to pay the above -referenced line of credit In full. This line of credit has now been fully pan off, and you are hereby instructed to dose this fire of credit. Please issue your Deed of Full Reconveyance, Release of Uen and/or Satisfaction and forward R directly to the County Recorder for recording. PLEASE NOTE: The amended California CIO Code Sections 2941 and 2943, effective January 1, 2002, require the Barle"ry, or Trustee, to a ecuta a Reconvoyance within 51 days after recelpt in payment in full,, and further require the Benefkiary, or Trustee, to record the FUJI Reconveyance dire tly with the county recorder of the county In which the Deed of Trust was recorded. The reconveyance must show the payers name and malting address in the area Indicated as "Mien Retarded Mail to or the daUment will he declined by the county recorder. Any Overpayment should he sent to the undersigned, at the foha ang address: Borrowers) Signature: ***. *****END OF ATTACHMENT********* Page 11 0m.11AT80113 -56- LA #4830.8391-8105 via Order No. 92002-1210938-13 THIS AFFIDAVIT, WHEN FULLY COMPLETED, IS TO BE SIGNED AND NOTARIZED BEFORE RETURNING, TO ENABLE NORTH AMERICAN TITLE INSURANCE COMPANYTO INSURE THE PRESENTLY PENDING TRANSACTION. AFFIDAVIT 1, LAVE AM{ARE THE PERSON(S) WHO MADE, EXECUTED, AND DELNERED THE DEED DATED ' 20,_, TO GRANTEE, WHICH WAS RECORDED 20— AS INSTRUMENT NO. I : BOOK — PAGE OF OFFICIAL RECORDS, CONVEYING THE. FOLLOWING DESCRIBED PROPERTY: 2. A. CONSIDERATION IN THE AMOUNT OF E WAS PAID FOR THIS CONVEYANCE; OR B. OTHER 3. THAT POSSESSION OF SAID PREMISES HAS BEEN SURRENDERED TO THE GRANTEE. 4. A. WHEN I/WE SIGNED AND DELIVERED THE DEED TO GRANTEE, VWE UNDERSTOOD THE EFFECT OF THE DEED, KNEW WHAT IIWE WASJWERE SIGNING, AND SIGNED IT FREELY, VOLUNTARILY AND WITHOUT BEING UNDER ANY DURESS; OR B. OTHER S. THIS AFFIDAVIT LS MADE FOR THE PROTECTION AND BENEFIT OF THE GRANTEE, THE GRANTEE'S SUCCESSORS AND ASSIGNS, AND -ALL OTHER PARTIES MEAFIER:DEALING WITH OR WHO MAY ACQUIRE ANY INTEREST IN THE ABOVE - DESCRIBEOPROPERTY, AND FOR THE PURPOSE OF INDUCING NORTH AMERICAN TITLE COMPANY TO W RE:TI 'LE TO THE: ABOVE PROPERTY. VWE KNOW THAT NORTH AMERICAN TIRE COMPANY WILL RELY ON THIS AFFIDAVIT AND THAT BUT TUR MY/OUR ASSURANCE, NORM AMERICAN TITLE COMPANY WOULD NOT INSURE THE PROPERTY. 6, UWE ACKNOWLEDGE THAT I/WE HAVE READ THE FOREGOING AND FULLY INDEMNIFY AND HOLD NORTH AMERICAN TITLE COMPANY HARMLESS AGAINST LIABILITY OCCASIONED BY NORTH AMERICAN TIRE COMPAPXS RELIANCE ON THE STATEMENTS M HAVE MADE IN TMS AFFIDAVIT. DATED: BY: (ATTACH CERTIFICATE OF ACKNOWLEDGEMENT HERE) Page 12 Rev. NAT612D113 -57- LA 84830-8391-8105 04 Order No. 92002-121043843 Exow No.: R30232W)30-13 CERTIFICATION OF TRUST PURSUANT TO CALIFORNIA PROBATE CODE SECTION 18100.5 trustee(s) confirm the following facts: 1. The -- (Name of Trust) is currently In existence end was created on: (Date of Creation of Trust). 2. fie settlor(s) of the trust are as follows:. _..... _.. 3. The currentty, acting trustee(s) of the trust Ware:. 4. The power of the trustee(s) include: (a) The powers to sell, convey and exchange [ I YES [ ] NO (check one). (b) The power to borrow money and encumber the trust property with a deed of must or mortgage ( ] YES [ ] NO (check one). 5. Tlie trust is (a) revocable [ ) (b) Irrevocable [ I (check the applicable box) and the following party(les) If any NJere Identified as having the power to revoke the trust: 6. The trust (a) does ( ] (b) does not [ ) have multiple trustees (check Un: applicable box). If the trust has rouhiple trustees, the signatures of all the trustees or of any of the trustees Is required to exercise the powers of the trust. 7. The trust IdenUficatlon number is as follows: (Social security no.X"loyer ID) 8. This to trust assets shag Be taken In the following fashion: The undersigned trustee(s) hereby declare(s) that the trust has not been revoked, modified, or amended In any manner which would rause the representations contained herein to be incorrect The ceduicabon is being signed bya8 of the currently acting trustees and is being executed in conformity with the provisions of Californta Probate Code Section 18100.5, Chapter 530, Statues of 1993. Date: Document date: STATE CF carfanda couNTY 4 P bk,n and f. d Srota, i'Nh Pe�'ad-timean the uwt...r:;ed,.w�.::P,L'�e� K: �.ea�`,:rriw,�+a,ae,ert iises�badieftio ific,d�Ftmuuirr�lio�... m,rc tlmt i coraN uMw PENALTYOP PERiURY undo NR laws N Nie Sbisof pGfxrva rhat aye FAnodae Naragraph if auearM aarM. WMESS my hard and o6tiat coal, E�4naw'f. .-.-... ......• fixe area foroHufY noYdi wd Page 13 Pc+. NAT W/O Order No. 92002-1210938-13 _58_ LA 114830-8391-8103 vi 4 NORTH AMERICAN TITLE COMPANY 2100 S. E- Main Street;. Suite 450, Wne, CA 92614 (800)464-6282 Fax; (714)687-0338 fime1C ran lydeanteamanatcom Dosing Prdtettion tetters can he ordered directly by emailing aacP19"taom with YOM 158e ordet number and property address - Attention: Your Ref: Our Order No.: 920 02-12 10 93 8-13 Dated as of June 02, 2014 AT 7:30 A.M. 71de officer, Randy Dean Tire above lafir tiered repos (Including my supplenxvtts or amendments thereto) Is hereby Modified and/or supplemented in Order to reflect the following.. additional Ifeme relating to the Issuance of an American Land Title Association Iwo form policy of We insurance: Our ALTA Loan policy, when Issued, will contain €ndorsernent Nos. 100 and 116; Thera la located on said land a Vacant Land Known as Vacant land - The Old Road City of Newhall County of Los Angeles State of California. Page 14 P v. HAT W0113 Order No. 92002-1210936-13 -59- LA 94830-6391-8105 v14 ORDER NO.: 42002-tM938-13 North American TILL Company EQUITY LINE AFFIDAVIT AND INSTRUCTIONS With regard to our Original Lender Equity (Credit Rine Address: Currently held by Bank(Lender (Beneficiary) Deed of Trust: (date recorded) (as Instrument Number) Loan/Account # Outstanding Balance, as of Date below; hereby certify that: BORROWER(S) CERTIFICATION: To Induce the above-named Lender to issue its demand and thereafter, Its reconveyance Upon satisfaction of the lien described in the demand, the undersigned hereby cert9fies as follows: I(We have destroyed all credit cards andror personalized checks for the above referenced account. The last check 9 _ has cleared and that there are no other outstanding checks or charges on this account as of the date Indicated below or I(We have not drawn checks or made charges on this account since day year • LNWe are returning herewith all credit cards anchor unused personalized checks In our possession, cut In half, unless previously destroyed. • I/We have notified any merchant, to whom we have pre -authorized charges, to cancel said charge (i.e., Insurance premium, subscriptions, membership fees, ban payments, etc.). • I/We will be responsible for any and all charges which are presented for payment, including charges presented afterthe requested demand Is prepared. If North American Title company advances, on myJour behalf, funds to pay off the Equity Line / Credit Line in full, I/We agree, upon written demand, to promptly reimburse North American Time Corrgtany. CONTINUED ON NEXT PAGE Payr 15 Ree IATMIM LA 114BM-9391 -9105 v14 Order No. 92002-1210938-13 9 Freeze and Close Account (tender instructions) 1/We hereby Instruct the above named lender to freeze the above referenced account and make no further disbursements. Me further Instruct you to Issue your demand statement to North American Title Company and that said demand Indicates that the account has been frozen and no further disbursements wig be atdfforbred. Upon payment In fug by Namh American Title Company, you are Instructed to close the above referenced account and forward a reconveyance/release and/or satisfaction to the appropriate county recorder's office for recording in accordance with California Civil Code Sections 2941 and 29430 as amended, which became effective January 10 2002. 1/We attarowiedge this affidavit is given to induce the above named Lender to accept funds as a fug payoff of the account, and that It Is a crime under federal law to knowingly make any false statement, or repot, for the purpose of Influencing the actions of any federatty Insured Institution. 1/We declare under penalty, or perjury, pursuant to state and federal law, that the foregoing is true and correct Owner/Borrower Date Oweerlgomower _.._ pate Page 16 Per, "Ir VA13 -61- LA #4830-8391-8105 v14 Order No. 92002.1210930-13 0 AUTHORIZATION TO CLOSE ACCOUNT In accordance with your demand, we have remitted funds in the amount of $ to pay Ute above -referenced line of credit In full. This line of credit has now been fully paid off, and you are hereby Instructed to close this Me of credit Please due your Deed of Pull Reconveyance, Release of Lien andlor Satisfaction and forward It directly to the County Recorder for recording. PLEASE NOTE: The amended California CHIT Code sections 2941 and 2943, effective January 1, 2002, require the Beneficiary, or Trustee, to execute a Reconveyance within 51 days after receipt in payment in full; and further require the Beneficiary, or Trustee, to record the WB Reconveyance dlrecny with the county recorder of the county In which the Deed of To was recorded. The recom/ayanse must stow the payors name and "fling address in the area indicated as "Men Recorded Mag to orthe document will be declined by the county recorder. Any overpayment should be sent to the undersigned, at the following address: Borrower(s) Signature: *****"***END OF ATTACHMENT********** Page 17 Ae,,"AT 00113'. -62- I.A #4830-8391-8105 v14 Order No. 92002-121093$-13 c Rev. 0317014 WHAT DOES NORTH AMERICAN TITLE GROUP, INC. FAMILY OF COMPANIES DO WITH YOUR PERSONAL INFORMATION? Hnarvdat compardes choose how they share your personal information. Federal law gives consumers the right to limit sorra, but not ah, sharing. Federal law also requires us to tell you tow we collect, share, and protect your personal information. tease read this notice carefully to understand what we do. The types of personal infomaation we cotect and share depend on the product or service you have with us. Thisinforrration can include: • Social Security number and immo>e • transaction history and payment history • purchase history and accent balances When you are no 7argerour cusarrner, we continue to share your infarmation as described in this notice.. NI financial comparies creed to share customers' personal information to tun theireveryday business. In the section below, we list the reasons financial conpanies can share their cusmmers' personal inforrnation; the reasons North American Tde Group, Inc. Family of Conparies rNATG") choose to share; and whether you can trrit this sharing. Reasons we can shairt your personall information Does For ear everyday business purposes—Yes Ido such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus For our marketing Purposes— Yes No to offer our produces and services to you For joint inarketing vAth other financial - Na We dmt share companies; . For ow affiliates` everyday business purposes— I Yes No inforrration about your transactions and mperienoes For our atfiRatare everyday business purposes— No We dont share :information about your crechtworthiness For aur affiliates to market to you No We dont share For nonafftliabas to market to you No We don; share Worm Call 1(888) 444-7766, extension 6585 Page 18 <, vJ RM -63- LA #4830-8391-8105 v14 Order No. 920024210938-13 qj. Who isl rovldingthis notlee9 The North American Tide Grote, Inc. FatrOy of Conpardes (Identified below), such as home pwrtets_ imuurance atul have [rioriga« coryaaLtles. _ _ Ota Affilhaters. The Nath American TNo Croup, Inc. Family of ConVanles Is: North American Title Cortpany North American Title Insurance Company North American Title Alliance, LLL North American Title Honda Alfance, LLC North American Services, LLC North American Title Agency Rx h4Q 94M3 LA #4830-8391-8105 v 14 North American Abstract Agency NASSA, LLC North American Title, LLC North American Advantage Insurance Services, LLC North American Nadoal Title Solufions, LLC North Amefcan Exchange Company Page 19 Mo Order No. 92002-1210938-13 .a New does NATG protect my To protect your personal information from unauthorized access and use, we use security personal information? measures that comply with federal law. These measures include computer safeguards and secured files and buildings. Now does NATG collect my We collect your personal information, Ear wample, when you personal information? appy for financing or provide errployment information • provide account information or show you governmentissued M • gfveusyoucontactinformafiun We also collect your personal inbmas6on from others, such as credit bureaus, Aliams orothar companies. Whycan'tIlimMaMsharing? Federal law gives you the right tolimit only • sharing for affliatas' everyday business pupil--infonafion about you creditworthiness • affiliates from using your inormation to market to you • sharing for aaffiliates to market to you Ota Affilhaters. The Nath American TNo Croup, Inc. Family of ConVanles Is: North American Title Cortpany North American Title Insurance Company North American Title Alliance, LLL North American Title Honda Alfance, LLC North American Services, LLC North American Title Agency Rx h4Q 94M3 LA #4830-8391-8105 v 14 North American Abstract Agency NASSA, LLC North American Title, LLC North American Advantage Insurance Services, LLC North American Nadoal Title Solufions, LLC North Amefcan Exchange Company Page 19 Mo Order No. 92002-1210938-13 Definitions AMliatee - Companies related by common ownershp or control. They can be financial and nonfinancial companies. • Off af Zaaasladm*tieN lh'tedhdiow. MenafENates Conparves not related by common mnership or control. They can be financial and nonfancial conparies. • Nona!/iliates "Slate witlr can mdade edecban ape es, !Tante prVV1dM, companies that pwfomm marketing serwm m aur or thwrown behalf, ronsumer reporting agendes, and others: • NATG obas notsham ovib nanafb/iates so they can market to you. jointmarketing A formal agreem ent between nmaffdiaeed financial companies that together madmt financial products a services to you. • NATGdoam 2,Wndy market Ota Affilhaters. The Nath American TNo Croup, Inc. Family of ConVanles Is: North American Title Cortpany North American Title Insurance Company North American Title Alliance, LLL North American Title Honda Alfance, LLC North American Services, LLC North American Title Agency Rx h4Q 94M3 LA #4830-8391-8105 v 14 North American Abstract Agency NASSA, LLC North American Title, LLC North American Advantage Insurance Services, LLC North American Nadoal Title Solufions, LLC North Amefcan Exchange Company Page 19 Mo Order No. 92002-1210938-13 IAAMIa A(WUi�31) 2fA StdRNMP fAYELf VRA f -tVAI [%KURi6K IiOM W Ml4AdE 11! R:k%W19 rtafnKa0NYm5Y a¢[{AIt:14An XR•uIMAq Ui$ (VICt a:d Iptaey9tl,•HrtAOM iq p nMwJJr C>aa.+�Kaawn' LFM d MNtMroli1:84 br Enmlp ara.IR4NYAta1•M4wra¢unAneerwMlq M1anJNutimv •tty id%wvr• dkrtYAt IrlaYYnsdmvmnnMYrYcry$V rNa4d Mn V PNki: pl dM dwararmulpYKr'adwY rYt mfdMVY 4)Ab'::,enrtR c no M1kw tlaRAwk[•N ne RtaP: drdNtp mteaa+kk.Yr m d angdan ran W.Y54ttn a NNbrn'dkyYt Wu1Mr Y6atly VUYMRx 4Ca•rewCN trh VAnttcevd:RUsoof4a4f. >. 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P. m,4m, 6r remarM tl,r:,yneDs: of Fro..IWx'.vYar,+be:Lr,YesY,wvn::W nNpyi,Ii•L bm, tl,d 9r Y'nr.alvn.:Mlq Unlbrd tle LMYW pwyeYT. p ta) F4:rd�Wti heYAaYew Rwa:;:Lra 6.ulw,u 0r) eRNYsfatLm,lwb,nr:Ywv: rol+utw `.[o+wvJ W1 i,IT}M tlrn l4kv. P., NAT 8;20113 -67- LA 04870-8191-8105 v14 Paye 22 Order No. 92002-1210938-13 Page 23 sem.. xa'r spuria paler No. 92002-1210938-13 m LA #4830-8391-8105 v14 EXHIBIT "E" List of Title Exceptions sateoutE a Attie date hereof exceptions to coverage it, addition to the printed exceptions and exchtsions In the policy fern designated on the facer page of this report would be as foeows: 11 General and special Was and assessments for the fiscal year 2014-2015, a Van riot yet due or payable. _. An a amination of the Los Angeles County Tax Assessors records show no tax amounts as of the dated of MS report for the fiscal year 2013-2014, 3. The fien of special wx fur the fallowing conumnity fac nines distrhL which tax is collected with the county taxes. DisrkC Sand Clafha Valley Sart ation District of IAS Angeles County 4. The la" of supplemenul taxes. If arty, assessed pursuant to Chapter 3,5 toaurrncing wBh Section 75 of the Cafdurnia Rcvemre and Taxatton Code. 5, Auecssnvun. N if any, for consmur!ef fm8,ty districts affecting said land whirls may, exist by virtue of assessment maps or notkas filed by said dtstticta. Said assessments are collected with the County property taxes. b, Water rights, claims or title to water, whether or not shown by the funk records. 7. The rights of the public to use that porion of said laud .ylug Whom Old Road. 8. 'die fact that there are possible facilities disclosed to the company but not of public record. 9. Any facts, rights, Interests, or claims which aro not shown by the public records bat which could be ascertained by an Inspectron of said land w by making Inquiry of persons In possession thereof. 16. NO inspect to State of California, the *fire of the Secretary of State reports Rs status as active. a ere use r* END OF REPORT'*e tsar rex Page 5 cis. "T siantla _(,9_ LA #4830-8391-8105 v14 Order No. 92002-1210938-13 ***** NOTES ***** 1. This report Is preparatory to the Issuance of an ALTA Loan Policy. We have 110 knowledge of any fact which would preclude the Issuance of the policy with CLIA endorsement forms 100 and 116 and If applicable, 115 and 116.2 attached. When Issued, the CLTA endorsement form 116 or 116.2, p applicable will reference a(n) Vacant Land known as Vacant Land - The Old Road, Newhall, California. 2. According to the pudic records, there has been rut conveyance of the land within a period of twenty-four months prior to the date of this report, except as follows: None 3. Short term rate applies. 4. City Transfer Tau: The following City Charged Transfer Tax is in addition to the Normal Transfer Tax. 'the tax Is based on the full value of the transfer without allowance for Bens or encumbrances assume -the fee shown is the fee per thousand dollars of value or fraction there(. The rates shown are subject to change by city at any time. CITY FEE 'Colter City $,4.50.. Los Angeles $4,50 Pomona $2.20 Redondo Heath $ y.20 Santa Maks j 3.00 5. Notice of change In ownership recording procedure Effective July 1, 1485 pursuant to state law as amended January 1, 2011 (Section 460.3 of the Revenue and Taxation Code), all Deeds and otter Documents that reflect a change In ownership most be accarrytanled by a Preliminary Change of Ownership Report to be completed by the transferee. If this special report is not presented at die time of recording., an additional recording fee of $20 A0, as required by law, will be charged. Prelhnhury Change in Ownership forms, insbactions on how to complete thein, and a oon- axclusive list of doouments that are affected by this change, are available from the County Recorder's Critter or the Office of the County Assessor, 6. GOOD FUNDS IAW Under Section. 12413.1 of the Caldornia Insurance Code, North American Tole Ctimpaoy, Inc. may only make funds available for disbureamem in accordance with it* following rules: Some day availability. Disbursement on the date of deposit Is allowed only when funds am deposited to North American Tftle Company, Inc. by Cash or Bectrook Transfer (Wire). Caste w@ be accepted only under special circurnstances and upon approval by management, Page 6 I.,,. "T 00/13 Order No. 42002-1210936-13 -%0- LA #4830-8391-8105 v14 Next business day avalk bilnv. If funds are deposited to North American Title Company, Inc. by cashier's checks, certified checks or teller's checks, disbursement may be on the tied business day following deposit. A `teller's check" is one drawn by an insured financial institution against another insured financial Institution (e.g., a savings and loan funding with a check drawn against a FDIC insured bank). Second business day availability. U the deposit is made by checks other Ulan those described in paragraphs 1 and 2 above, disbursement may occur an the day when funds most be made available to depositors under federal Reserve Regulation CC. In most cases, these checks will be available on the second business day following deposit, (For further details, consult California Insurance Code Section 12413, et seq, and Regulation CC). These are the minimum pariods before funds will be made available. North American Title Company, Inc, is not obligated to disburse hinds at the expiration of the time perods above, and expressly mservas the right to require additional time before disbursing on deposited funds. Close of escrow and final disbursement will not be Trade based on deposits In the form of personal check; corporate checks, credit union checks, money market checks, traveMrs check and official checks until confirmation of final clearance of the fiends. North American Title Company will not be responsible for accruals of Interest or other charges resulting from compliance with the disbarsement restrictions Imposed by state law. For Your Infomatioo. Our 3Anra instructions Are: Wire To: Credit the Account of: Comerica Bank North American Title Company, Inc. 2321 Rosecrans Ave, Ste 5000 Bank Account No.: 1893920700 ABA No.: 121137522 EI Segundo, CA 90245 Esctuw No. 92002-121093843 ACM FUNDS - Automatic Clearing House North American Title Company, Inc, will not accept funds hr lite form of ACH transfers. Be sure to reference our order nuns# 92002.121ty33R-13. Should this office be required m wire funds out at close of escrow, please be Informed that wiring instructions should be received as soon as possible, but no later than the following times. Wires outside the State of Caiitomia: 11:00 A.M. ON OATS Of WIRE Wires within the State of CalfomW: 12:00 P.M. ON PATE Of WIRE Effective 3anuary i, 1.991 A service charge of $25.0+.) will be assessed for all funds disbursed by this Company by wire. 7, North American Title Company, Ines charges for recording the transaction documents include charges for services performed by North American Title Company, Inc., In addition to on estimate of payments to be made to governmental agencies. 8. Note: The policy to be Issued may contain an arbitration clause. When the Amount of Insurance is less then the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive Page 7 rte.. NAT Bt20113 Order No. 92002-1210938-13 LA #4830-8391-9105 v 1 remedy of the parties. If you desire to review the teras or the policy, Incuding any arbitration clause that may be included, contact the office that Issued this Commitment or Report to obtain a sample of the polity jacket for the policy that is to be Issued In connection with your transaction. The map attached, If any, may or Trey not be a survey of the land depicted hereon. North American Title Company expressly disclaims any liability for loss or damage which may result from rellance on this map except to the extent coverage for such loss or damage is expressly provided by the terns and provisions of the tide insurance potty, if any, to which this map is attached. Page $ ft .. Nal OM13 _72_ LA #4830-8391-8105 v14 Order No. 92002-1210939-13 EXHIBIT "F" DO NOT USE—EXEMPLARY ONLY RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:. Marquis Property Company, Ltd. Pt. Dume Village, Suite 212 29169 Heathercliff Road Malibu, CA 90265 Attention: Mr. Zan Marquis [SPACE ABOVE FOR RECORDER'S USE ONLY] QUITCLAIM DEED THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS; FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the CITY OF SANTA CLARITA, a municipal corporation ("Grantor") hereby REMISES, RELEASES AND FOREVER QUITCLAIMS to MARQUIS VALLEY VIEW LLC., a California Limited Liability Company ("Grantee"), all of Grantor's right, title and interest in and to the real property located in the County of Los Angeles, State of California, which is more particularly described on Exhibit A and depicted on Exhibit B, which exhibits are attached hereto and incorporated herein by reference ("Property'). IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized as of the dates set forth below. CITY OF ALHAMBRA, a municipal corporation Dated: By:.. [notary acknowledgement required] ATTEST: Secretary LA 44830-8391-8105 v14 -73- "GRANTOR" /dI Exhibit A to Quitclaim Deed THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, DESCRIBED AS FOLLOWS: [description of Parcel(s) to be inserted] -74- 1A #4830-8391-8105 v14 Exhibit B to Quitclaim Deed Depiction of Parcel(s) [to be inserted] -75- LA #4830-8391-8105 Y14