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HomeMy WebLinkAbout15-014 CC ResolutionTHE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. Rancho California Water District ( "RCWD ") intends to drill and install a new well at the District's Well Site No. 216 due to deterioration of the existing well. Well Site No. 216 is owned by RCWD and is located within the City's Ronald Reagan Sports Park ( "Park ") site at Margarita Road and Rancho Vista Road. The Park site is identified as Riverside County Tax Assessor's Parcel Number 945 - 050 -014. As part of the well project, RCWD proposes to install a below -grade pump -to -waste pipeline ( "Pipeline Project ") that will cross the portion of Park property located between the well site and the existing drainage channel. Currently, water that is used to periodically flush the well is discharged across an existing surface cross -gutter within the parking lot. The proposed Pipeline Project will eliminate any nuisance surface water that currently flows from the well site. B. RCWD seeks to acquire two non - exclusive permanent easements ( "Subject Easements ") within the Park for the installation, operation, and maintenance of the proposed Pipeline Project improvements. The two Subject Easements are as follows: 1) Grant of Access Easement — a 25 -foot wide easement to provide RCWD permanent legal access across City property to the pump -to- waste pipeline location, and; 2) Grant of Easement — a 30 -foot wide easement for the pipeline location. The proposed Subject Easements are made a part of the attached Purchase and Sale Agreement in Connection with the RCWD's Well No. 216 Pump -to -Waste Pipeline Improvements. The two easements are described and depicted more particularly within the respective Exhibits "A" and "B" attachments to each grant of easement. The Iattached Exhibit "C" shows the pipeline location within the Park Resos 15 -14 RESOLUTION NO. 15 -14 ' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF TEMECULA AND RANCHO CALIFORNIA WATER DISTRICT IN CONNECTION WITH GRANT OF NON - EXCLUSIVE EASEMENTS FOR RANCHO CALIFORNIA WATER DISTRICT'S WELL NO. 216 PUMP - TO -WASTE PIPELINE EXTENSION (ASSESSOR'S PARCEL NUMBER 945 - 050 -014) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. Rancho California Water District ( "RCWD ") intends to drill and install a new well at the District's Well Site No. 216 due to deterioration of the existing well. Well Site No. 216 is owned by RCWD and is located within the City's Ronald Reagan Sports Park ( "Park ") site at Margarita Road and Rancho Vista Road. The Park site is identified as Riverside County Tax Assessor's Parcel Number 945 - 050 -014. As part of the well project, RCWD proposes to install a below -grade pump -to -waste pipeline ( "Pipeline Project ") that will cross the portion of Park property located between the well site and the existing drainage channel. Currently, water that is used to periodically flush the well is discharged across an existing surface cross -gutter within the parking lot. The proposed Pipeline Project will eliminate any nuisance surface water that currently flows from the well site. B. RCWD seeks to acquire two non - exclusive permanent easements ( "Subject Easements ") within the Park for the installation, operation, and maintenance of the proposed Pipeline Project improvements. The two Subject Easements are as follows: 1) Grant of Access Easement — a 25 -foot wide easement to provide RCWD permanent legal access across City property to the pump -to- waste pipeline location, and; 2) Grant of Easement — a 30 -foot wide easement for the pipeline location. The proposed Subject Easements are made a part of the attached Purchase and Sale Agreement in Connection with the RCWD's Well No. 216 Pump -to -Waste Pipeline Improvements. The two easements are described and depicted more particularly within the respective Exhibits "A" and "B" attachments to each grant of easement. The Iattached Exhibit "C" shows the pipeline location within the Park Resos 15 -14 C. On February 2, 2015, RCWD extended a written offer to the City to purchase the Subject Easements in connection with the RCWD Pipeline Project. Pursuant to Government Code Section 7267.2, RCWD's offers were based on the fair market value of the easements as determined by RCWD's independent appraiser and based on a January 14, 2015 date of value identified in the appraisal report. D. RCWD's installation of the pipeline improvements will be by an open trench method. RCWD anticipates that the construction of the RCWD Project will take approximately eight (8) months. RCWD's construction of the RCWD Project will impact a small area of the parking lot (20 parking stalls). RCWD is required to secure the work area with screened fencing during construction to protect the public. Public access to the remaining portions of the parking lot will remain available at all times during RCWD's Project. E. Except for the temporary impacts to the surface use of a small portion of the parking lot during RCWD's construction of the RCWD Pipeline Project described above, the City's grant of the Subject Easement does not impact the City's rights to, or use of, the City Park. RCWD will repair, at its sole cost and expense, any damage to the surface area of the Subject Easements or City Park that arise in connection with RCWD's use or construction of the RCWD Pipeline Project in the area of the Subject Easements. ' Section 2. Approval of Purchase and Sale Agreement, The City Council of the City of Temecula approves that certain agreement entitled Purchase and Sale Agreement Between the City of Temecula and Rancho California Water District in Connection with the Grant of Non - exclusive Easements for Rancho California Water District's Well No. 216 Pump -to -Waste Pipeline Extension Improvements (Assessor's Parcel Number 945 - 050 -014) ( "Agreement "), with such changes in the Agreement as may be mutually agreed upon between the City and RCWD as are in substantial conformance with the form of Agreement on file in the office of the City Clerk. The Mayor is hereby authorized to execute the Agreement on behalf of the City. A copy of the final Agreement, when executed by the Mayor, will be placed on file in the office of the City Clerk. Section 3. City Manager's Authority. The City Manager (or his designee), is hereby authorized, on behalf of the City, to take all actions necessary and convenient to carry out and implement the Agreement, and to administer the City's obligations, responsibilities and duties to be performed under the Agreement, including but not limited to, approval and execution on behalf of the City of the Subject Easements and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to implement the Agreement and to effectuate the grant of the Subject Easements contemplated therein, including but not limited to escrow instructions and related documents if the City and RCWD determine an escrow is necessary to effect the transfer of the Subject Easements contemplated by Ithe Agreement Resos 15 -14 2 Section 4. Certification. The City Clerk shall certify the adoption of this ' resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 24th day of February, 2015. Jeff Comerchero, Mayor ATTEST: Rand ii , ohl Olson, City Clerk [SEAL] Resos 15 -14 3 STATE OF CALIFORNIA ) ' COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl - Olson, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 15 -14 was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 24th day of February, 2015, by the following vote: AYES: 5 COUNCIL MEMBERS: Edwards, Naggar, Rahn, Washington, Comerchero NOES: 0 COUNCIL MEMBERS: None ABSTAIN: 0 COUNCIL MEMBERS: None ABSENT: 0 COUNCIL MEMBERS: None 7& ' Randi Johl - Olson, City Clerk Resos 15 -14 4 This Purchase and Sale Agreement in Connection with Grant of Non - Exclusive Easements for Rancho California Water District's Well No. 216 Pump -to -Waste Pipeline Improvements (Assessor's Parcel Number 945- 050 -014) is dated and entered into as of February 24, 2015 ( "Effective Date ") by and between RANCHO CALIFORNIA WATER DISTRICT ( "RCWD ") and the CITY OF TEMECULA, a municipal corporation ( "City "), and constitutes an agreement to purchase and sell certain real property interests between the parties. RECITALS A. RCWD seeks to purchase from the City two non - exclusive permanent easements ( "Subject Easements ") on the City -owned property identified as Riverside County Tax Assessor's Parcel Number 945- 050 -014 and described below in connection with RCWD's Well No. 216 Pump- to-Waste Pipeline Extension Project. 1. An approximate 6,840 square foot access easement described more particularly on Exhibit "A" hereto labeled "Legal Description Rancho California Water District ' Permanent Access Easement" and depicted on Exhibit "B" hereto labeled "Rancho California Water District Permanent Access Easement ". 2. An approximate 6,214 square foot easement for a potable water well pump -to -waste pipeline described more particularly on Exhibit "A" hereto labeled "Legal Description Rancho California Water District Permanent Pipeline Easement" and depicted on Exhibit "B" hereto labeled "Rancho California Water District Permanent Pipeline Easement ". B. On February 2, 2015, RCWD sent to the City a written offer to purchase the Subject Easements in connection with the RCWD Project for a total sum of $4,736. Pursuant to Government Code Section 7267.2, RCWD's offer was based on the fair market value of the easements as determined by RCWD's independent appraiser and based on a date of value of January 14, 2015 as identified in the appraisal report. C. The RCWD Project would install an 18 -inch pipeline to extend RCWD's existing water well pump -to -waste pipeline to a below -grade condition to eliminate its drainage from crossing a parking lot at the City's Ronald Reagan Sports Park. D. RCWD shall obtain access to the City Park for construction access and staging purposes via an Encroachment Permit issued by the City. E. The City desires to sell, and RCWD desires to buy, the Subject Easements on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the above Recitals, which are incorporated herein by this reference, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and RCWD agree to the following: PURCHASE AND SALE AGREEMENT ' BETWEEN THE CITY OF TEMECULA AND RANCHO CALIFORNIA WATER DISTRICT IN CONNECTION WITH GRANT OF NON- EXCLUSIVE EASEMENTS FOR RANCHO CALIFORNIA WATER DISTRICT'S WELL NO. 216 PUMP -TO -WASTE PIPELINE EXTENSION (ASSESSOR'S PARCEL NUMBER 945 -050 -014) This Purchase and Sale Agreement in Connection with Grant of Non - Exclusive Easements for Rancho California Water District's Well No. 216 Pump -to -Waste Pipeline Improvements (Assessor's Parcel Number 945- 050 -014) is dated and entered into as of February 24, 2015 ( "Effective Date ") by and between RANCHO CALIFORNIA WATER DISTRICT ( "RCWD ") and the CITY OF TEMECULA, a municipal corporation ( "City "), and constitutes an agreement to purchase and sell certain real property interests between the parties. RECITALS A. RCWD seeks to purchase from the City two non - exclusive permanent easements ( "Subject Easements ") on the City -owned property identified as Riverside County Tax Assessor's Parcel Number 945- 050 -014 and described below in connection with RCWD's Well No. 216 Pump- to-Waste Pipeline Extension Project. 1. An approximate 6,840 square foot access easement described more particularly on Exhibit "A" hereto labeled "Legal Description Rancho California Water District ' Permanent Access Easement" and depicted on Exhibit "B" hereto labeled "Rancho California Water District Permanent Access Easement ". 2. An approximate 6,214 square foot easement for a potable water well pump -to -waste pipeline described more particularly on Exhibit "A" hereto labeled "Legal Description Rancho California Water District Permanent Pipeline Easement" and depicted on Exhibit "B" hereto labeled "Rancho California Water District Permanent Pipeline Easement ". B. On February 2, 2015, RCWD sent to the City a written offer to purchase the Subject Easements in connection with the RCWD Project for a total sum of $4,736. Pursuant to Government Code Section 7267.2, RCWD's offer was based on the fair market value of the easements as determined by RCWD's independent appraiser and based on a date of value of January 14, 2015 as identified in the appraisal report. C. The RCWD Project would install an 18 -inch pipeline to extend RCWD's existing water well pump -to -waste pipeline to a below -grade condition to eliminate its drainage from crossing a parking lot at the City's Ronald Reagan Sports Park. D. RCWD shall obtain access to the City Park for construction access and staging purposes via an Encroachment Permit issued by the City. E. The City desires to sell, and RCWD desires to buy, the Subject Easements on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the above Recitals, which are incorporated herein by this reference, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and RCWD agree to the following: ' 1. Purchase and Sale. The City agrees to sell the Subject Easements to RCWD and RCWD agrees to purchase the Subject Easements from the City on the terms and conditions set forth in this Agreement. 2. Purchase Price. The total purchase price that RCWD will pay to the City for the Subject Easements is the sum of Four Thousand Seven Hundred Thirty Six Dollars ($4,736) ( "Purchase Price'). 3. Title and Title Insurance. a. RCWD's Election to Obtain a Policy of Title Insurance. RCWD may, at its sole discretion, require that a title company of its choice ( "Title Company ") issue a CLTA Owner's Standard Coverage Policy of Title Insurance that insures RCWD's easement interest in the Subject Easements in the amount of the Purchase Price ( "Policy'). Within 15 calendar days of the Effective Date, RCWD will notify the City in writing of its election to obtain the Policy. If RCWD elects to obtain the Policy, the Title Company will provide to the City and RCWD copies of all instruments identified as exceptions on said title commitment. RCWD will pay for all costs relating to the Policy. b. Policy Subject to Permitted Title Exceptions. The Policy provided for pursuant to Section 3.a. will insure RCWD's easement interest in the Subject Easements free and clear of all liens, encumbrances, restrictions, and rights -of -way of record, subject only to the following permitted conditions of title ( "Permitted Title Exceptions "): i. General and special real property taxes for the then current tax fiscal year that are a lien not then due and payable. I ii. The applicable zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Subject Easements. iii. Quasi - public utility, public utility, public alley, public street easements, and rights of way of record. iv. Those non - monetary exceptions approved by RCWD within ten business days after the date RCWD receives the title commitment and legible copies of all instruments noted as exceptions therein. (1) Unconditional Disapproval of Exceptions. RCWD will notify the City in writing of its unconditional disapproval of any such exceptions within ten business days after the date RCWD receives the title commitment and legible copies of all instruments noted as exceptions therein. If RCWD unconditionally disapproves any such exceptions, this Agreement will have no further force or effect. (2) Conditional Disapproval of Exceptions. RCWD will notify the City in writing of its conditional disapproval of any such exceptions within ten business days after the date RCWD receives the title commitment and legible copies of all instruments noted as exceptions therein. If RCWD conditionally disapproves any such exceptions, the City will use its best efforts to cause the exceptions to be removed within 30 calendar days of receipt of a written request by RCWD to remove such exceptions. If such conditionally disapproved non - monetary exceptions are not removed within such 30- calendar day period, RCWD may, at RCWD's option, either accept the Subject Easements subject to such encumbrances, or terminate the Agreement in which case this Agreement will thereupon be of no further force or effect. C. Election Not to Obtain the Policy. RCWD's failure to provide written notice to the City of its election to obtain the Policy as provided in Section 3.a. will be deemed a decision by RCWD to not obtain the Policy. In such cases, the parties agree that they will proceed with the transaction contemplated by this Agreement. 4. Due Diligence Period and Right of Entry and Access. a. Due Diligence Period. During the period commencing on the Effective Date ( "commencement date ") and ending at 5:00 p.m. 30 calendar days after said commencement date ( "Due Diligence Period "), RCWD may inspect the Subject Easements as necessary for the purpose of making inspections and other examinations of the Subject Easements, including, but not limited to, the right to perform soil and geological tests of the Subject Easements and an environmental site assessment thereof ( "Due Diligence Activities "). RCWD will notify the City in writing 24 -hours before going on the Subject Easements. RCWD will conduct the Due Diligence Activities in connection with the Subject Easements during normal business hours. RCWD will not conduct any invasive testing or boring without the prior written notification of the City and City's written permission of the same, which permission shall not be unreasonably withheld. b. Right of Entry and Indemnification. RCWD does hereby indemnify and forever save the City, its officials, employees, agents, attorneys, successors and assigns, free and harmless from and against any and all liability, loss, damages and costs and expenses, demands, causes of action, claims or judgments, whether or not arising from or occurring out of any damage to the Subject Easements as a result of any accident or other occurrence at the Subject Easements that is in any way connected with RCWD's Due Diligence Activities on the ' Subject Easements pursuant to this Section. If RCWD fails to acquire the Subject Easements due to RCWD's default, RCWD's right to enter the Subject Easements in connection with the Due Diligence Activities will terminate upon the termination of RCWD's right to purchase the Subject Easements. In such event, RCWD will remove or cause to be removed all of RCWD's personal property, facilities, tools and equipment from the Subject Easements. If RCWD does not remove all of RCWD's personal property, facilities, tools and equipment from the Subject Easements within ten business days of the date that RCWD's right to enter the Subject Easements terminates under this Section, the City has the right to remove said personal property, facilities, tools and equipment from the Subject Easements. RCWD is responsible for all reasonable costs incurred by the City in any such removal by the City of RCWD's personal property, facilities, tools and equipment from the Subject Easements. In the event the Subject Easements area is altered or disturbed in any manner in connection with RCWD's Due Diligence Activities, RCWD shall immediately return the Subject Easements area to the condition existing prior to the Due Diligence Activities and RCWD, to the maximum extent allowed by law, shall indemnify, defend and hold the City harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and expenses and court costs) suffered, incurred or sustained by the City as a result of, by reason of, or in connection with the Due Diligence Activities or the entry by RCWD on the Subject Easements. 5. Deposit of Grant of Easement and Purchase Price a. Notification by RCWD of Decision to Purchase Subject Easements. RCWD will notify the City in writing within five business days of its decision to proceed with the purchase of the Subject Easements after making the election regarding the Policy pursuant to Section 3 and approval of the purchase after (i) RCWD's completion of the I Due Diligence Activities discussed above in Section 4 or (ii) RCWD's election not to complete any Due Diligence Activities. b. Deposit of Grant of Easement by the City. Within five business days of receipt from RCWD of RCWD's written decision to proceed with the purchase of the Subject Easements pursuant to Section 5.a. above, the City will execute and deposit with RCWD the fully executed Grant of Easement and Grant of Access Easement in substantially the form attached as Exhibits "A" and "B" hereto, respectively. C. Deposit of Purchase Price by RCWD. Within five business days of receipt from the City of the executed Subject Easements, RCWD will deposit the Purchase Price with the City as the total compensation for the Subject Easements. 6. Fees, Charges and Costs. RCWD, as the buyer, shall be responsible for any recording fees, escrow fees if the parties determine an escrow is necessary to affect the transfer of the Grant of Easements, fees for the Policy, and all charges and costs that arise in connection with this transaction. 7. Authorization to Record Grant of Easement. RCWD is authorized to record the Subject Easements as soon as it delivers to the City the Purchase Price for the Subject Easements. 8. Warranties and Representation of the Ci a. The City has taken all required action to permit it to execute, deliver, and perform its obligations under this Agreement. b. The City has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder and consummate the transaction contemplated herein. C. The City represents and warrants that to the best of the City's knowledge, there are no actions, suits, material claims, legal proceedings or any other proceedings affecting the Subject Easements or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. d. The City represents and warrants that it did not use, generate, release, discharge, store or dispose of any hazardous waste, toxic substances or related materials on, or under, in or about the Subject Easements or transport any Hazardous Materials to or from the Subject Easements and that it shall not use, generate, release, discharge, store or dispose of any hazardous waste, toxic substances or related materials on, or under, in or about the Subject Easements prior to the submittal of the executed Subject Easements to RCWD. The term "Hazardous Materials" shall mean any substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under sections 25115, 25117 or 25122.7 or listed pursuant to section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous material ", "hazardous substance" or "hazardous waste" under section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iii) defined as "hazardous substance" under section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of ' Hazardous Substances), (iv) petroleum, (v) asbestos, (vi) polychlorinated biphenyls, (vii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (viii) designated as a "hazardous substances" pursuant to section 311 of the Clean Water Act, (33 U.S.C. §1317), (ix) defined as a "hazardous waste" pursuant to section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. section 6901 et seq. (42 U.S.C. §6903) or (x) defined as a "hazardous substances" pursuant to section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42, U.S.C. §9601 et seq. (42 U.S.C. §9601). e. The City represents that to the best of the City's knowledge, the Subject Easements are in compliance with all applicable statutes and regulations, including environmental, health and safety requirements. f. The City represents and warrants that until the date it submits the executed Subject Easements to RCWD, the City will, upon learning of any fact or condition that would cause any of the warranties and representations in this Section 8 not to be true as of the date the City submits the executed Subject Easements to RCWD, immediately give written notice of such fact or condition to RCWD. 9. Representations and Warranties of RCWD. RCWD hereby represents and warrants to the City the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the date of recording of the Subject Easements in the Official Records of the County of Riverside and shall survive said recording date. a. RCWD has taken all required action to permit it to execute, deliver, and perform its obligations under this Agreement. ' b. RCWD has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder and consummate the transaction contemplated herein. 10. Construction of RCWD Project. RCWD will install and construct the new pump -to -waste pipeline improvements within the area of the Subject Easements by using an open trench method. RCWD anticipates that the construction of the RCWD Project will take approximately eight (8) months. RCWD is required to secure the work area with screened fencing during construction to protect the public. RCWD will repair, at its sole cost and expense, any damage to the surface area of the Subject Easements or the City's Park that arises in connection with the construction, use and maintenance of the RCWD Project in the area of the Subject Easements by RCWD, its agents, employees, contractors and assigns. RCWD will not be responsible for damage to the surface area of the Subject Easements caused by others' non - exclusive use of the surface area of the Subject Easements. 11. Releases. The City and RCWD acknowledge and agree as follows: a. RCWD has had, or will have adequate opportunity to complete all physical and financial inspections, investigations and examinations of the Subject Easements that it deems necessary and will be acquiring the Subject Easements solely on the basis of, and in reliance upon, the same and the protection afforded by (i) the Policy if it elects to obtain the Policy pursuant to Section 3.a. and /or (ii) its opportunity to conduct the Due Diligence Activities pursuant to Section 4. b. Subject to the representations and warranties set forth in Section 8 and the disclaimer of RCWD provided within this Section 11, RCWD is purchasing the Subject ' Easements on an "AS IS, WHERE IS" BASIS." Except for the representations and warranties set forth in Section 8.d. regarding the City's own use of the Subject Easements, RCWD is not ' relying on and the City has not made any warranties of any kind or character with respect to the environmental, soils, seismic or geotechnical condition of the Subject Easements. Further, RCWD is not relying on, and the City has not made and is not making any representations or warranties of any kind or character whatsoever with respect to the environmental, soils, seismic or geotechnical condition of the Subject Easements based on the use of the Subject Easements by any previous owner or occupant, including any use, generation, release, discharge, storage, or disposal of any hazardous waste, toxic substances or related materials on, under, in or about the Subject Easements or transportation of any hazardous materials to or from the Subject Easements by any previous seller or occupant of the Subject Easements. 12. RCWD's Full Payment of Purchase Price and Waiver of Additional Compensation by City. It is understood and agreed between the City and RCWD that subject to Section 10, RCWD's payment to the City of the Purchase Price is an all- inclusive settlement and constitutes the full and complete consideration and payment of just compensation for RCWD's acquisition of the Subject Easements. Said Total Compensation relieves RCWD of any further obligations or claims for compensation in connection with RCWD's acquisition of the Subject Easements for the construction of the RCWD Project, in the manner proposed. This waiver by the City of claims for further compensation in connection with RCWD's acquisition of the Subject Easements does not extend to and is not intended to extend to claims related to or alleged to arise out of the negligence on the part of the RCWD, its agents or contractors, in connection with the physical construction of the RCWD Project, as planned and designed. 13. Right of Termination. Notwithstanding anything to the contrary contained herein, and without limiting any other right of termination for the benefit of RCWD ' contained herein, the RCWD shall have the right, in the exercise of its sole and absolute discretion and upon written notice to the City to terminate this Agreement (a) at any time prior to the expiration of the Due Diligence Period for any reason or no reason whatsoever, and (b) if it determines not to acquire the Subject Easements pursuant to Section 3. 14. Evidence in Court Proceeding. The parties agree that the total Purchase Price of $4,736.00 or any inference of per square foot value of the Subject Easements based on said Purchase Price will not be admissible as evidence of the fair market value of the City Parcel, Subject Easements or any portion thereof, in any eminent domain or other proceeding or litigation concerning the City Parcel, Subject Easements or any portion thereof. 15. Notices. All notices and demands will be given in writing by certified or registered mail, postage prepaid, and return receipt requested, or by overnight carrier. Notices will be considered given upon the earlier of (a) two business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (b) one business day following deposit with an overnight carrier service. A copy of all notices will be sent to Escrow Holder. The parties will address such notices as provided below or as may be amended by written notice: CITY: City of Temecula Attention: Aaron Adams, City Manager 41000 Main Street Temecula, California 92590 COPY TO: Richards, Watson & Gershon Attention: Peter M. Thorson, City Attorney 355 South Grand Avenue, 40th Floor ' Los Angeles, California 90071 -3101 ' RCWD: Rancho California Water District Attention: Matthew G. Stone, General Manager 42135 Winchester Road P.O. Box 9017 Temecula, California 92589 -9017 COPY TO: 16. Miscellaneous. a. Further Documents. Each party will, wherever and as often as it shall be requested by the other party, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments and documents, as may reasonably be necessary in order to complete the sale, conveyance, and transfer herein provided and to do any and all other acts and to execute, acknowledge, and deliver any and all documents as may be requested in order to carry out the intent and purpose of this Agreement, including escrow instructions and related documents if the parties determine an escrow is necessary to effect the transaction contemplated by this Agreement. b. Amendments. Any amendments to this Agreement will be effective only when duly executed by both RCWD and the City. C. Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to the laws of the State of California. ' d. Entire Agreement. This Agreement supersedes any prior agreement, oral or written, and together with the Exhibits hereto and any agreements delivered pursuant hereto, contains the entire agreement between RCWD and the City on the subject matter of this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to any employee, officer, agent or representative of either party, will be of any effect unless it is in writing and executed by the party to be bound thereby. No person is authorized to make, and by execution hereof RCWD and the City acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no such agreement, statement, representation or promise that is not contained herein will be valid or binding on RCWD or the City. e. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. f. Time of Essence. The parties acknowledge that time is of the essence in this Agreement. g. Counterparts and Facsimile and Electronic Signatures. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. For purposes of this Agreement, facsimile and electronic signatures will be deemed to be original signatures. h. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies. i. Interpretation and Construction. Each party has reviewed this Agreement and each has had the opportunity to have its respective counsel and real estate advisors review and revise this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association wherever the context so requires. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. j. Attorneys' Fees. If either party hereto incurs attorneys' fees in order to enforce, defend or interpret any of the terms, provisions or conditions of this Agreement or because of a breach of this Agreement by the other party, the prevailing party, whether by suit, negotiation, arbitration or settlement will be entitled to recover reasonable attorneys' fees from the other party. k. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid. ' I. Exhibits. The exhibits and schedules attached hereto are incorporated in this Agreement by reference herein. IN WITNESS WHEREOF, this Agreement is effective as of the day and year first written above. [Signatures on Next Page] 1 I BUYER RANCHO CALIFORNIA WATER DISTRICT, a public agency of the State of California Dated: Kelli E. Garcia, District Secretary Matthew G. Stone General Manager 1 SELLER CITY OF TEMECULA, a municipal corporation Dated: By' Jeff Comerchero, Mayor ATTEST: Randi Johl - Olson, JD, MMC City Clerk Approved as to form: RICHARDS, WATSON & GERSHON Peter M. Thorson, City Attorney 10 Recording Requested by ' RANCHO CALIFORNIA WATER DISTRICT After Recordation Return to: Rancho California Water District 42135 Winchester Road Post Office Box 9017 Temecula, CA 92589 -9017 Space Above This Line for Recorder's Use GRANT OF ACCESS EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF TEMECULA, a Municipal Corporation ("Grantor), Hereby GRANT(S) to RANCHO CALIFORNIA WATER DISTRICT, a public corporation, its successors and assigns, herein designated Grantee, a perpetual non - exclusive access easement upon, through, under, over, and across the hereinafter described real property for the ingress and egress, necessary for the installation, construction, operation, maintenance, repair, replacement, and reconstruction of a potable water well pump-to- waste pipeline, and all fixtures or appurtenances incidental thereto; to have and to hold said easement unto itself and unto its successors and assigns forever. The real property referred to herein and made subject to said access casement by this grant is situated in the Ronald Reagan Sports Park, City of Temecula, in the County of Riverside, State of California, and is more particularly described within Exhibit "A" Legal Description and Exhibit "B" Plat Map, attached hereto and incorporated herein. It is understood and agreed that the access casement acquired herein is subject to the right of the Grantor, his successors and assigns, to use the surface of the land within the boundary lines of said access easement to the extent that such use is compatible with the full and free exercise of said access easement by the RANCHO CALIFORNIA WATER DISTRICT; provided however, that the Grantor shall not increase or decrease or permit to be increased or decreased the ground elevations of said access easement existing at the time this document is executed. The Grantor shall not plant any trees, construct or permit to be constructed any building, structure, concrete slab, block wall, fence, improvement, or other encroachment upon said access easement without the previous written consent of Grantee in the form of an encroachment permit or plans approved by the Grantee; provided, however, Grantor shall have the right to install asphalt pavement over the access casement area, along with any striping and/or directional signs required for vehicular travel. Grantee may remove from the casement any tree, building, structure, concrete slab, improvement, or other encroachment not consented to in writing by Grantee, and the cost of such removal shall be the sole responsibility of Grantor who shall reimburse Grantee for such costs. Grantor waives any right under California Civil Code section 845, and any other right, to compel Grantee to repair, grade, surface, or otherwise improve or maintain said access easement as a roadway or private right - of -way. 14AN'.Ime3 t•.r355�1)1791 0 L I IN WITNESS WHEREOF, this instrument has been executed this GRANTOR(S): By: (Signature) (Printed Name) By: (Signature) (Printed Name) By: (Signature) (Printed Name) day of _ Dav Month Year This is to certify that the interest in real property conveyed by the decd or grant dated from City of Temecula to Rancho California Water District, a public agency and subdivision in the State of California, is hereby accepted by order of the undersigned officer on behalf of the Board of Directors pursuant to the authority conferred by Resolution No. 2004 -5 -2 of the Board of Directors adopted on May 13, 2004 and the grantee consents to recordation thereof by its duty authorized officer. RANCHO CALIFORNIA WATER DISTRICT M Matthew G. Stone, General Manager Dated: (Note: attach California All- Purpose Acknowledgments) 14 •R N:ImD3 HF355'•O 1781 State of California ) County of Riverside ) On before me, personally appeared (here insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her/their authorized capacity(ies), and that by his /her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (SEAL) EXHIBIT "A" LEGAL DESCRIPTION RANCHO CALIFORNIA WATER DISTRICT PERMANENT ACCESS EASEMENT That certain parcel of land in the City of Temecula, County of Riverside, State of California, being that part of the Rancho Temecula granted by the government of the United States to Lois Vignes by patent dated January 18, 1860 and recorded in Book 1, Page 37 of Patents in the office of the County Recorder of San Diego County, California, included within a strip of land, 25.00 feet in width, the centerline of said strip being described as follows: COMMENCING at the southeasterly terminus of that certain course described as "South 42 028'21" East, 51.35 feet" for a portion of the general southwesterly line of Parcel A of that certain "Permanent Access Easement" granted to Rancho California Water District by deed recorded January 4, 1995 as Instrument No. 1890 in the Office of the County Recorder of said Riverside County California; Thence along said general southwesterly line North 42 °28'48" West 13.95 feet to the TRUE POINT OF BEGINNING; Thence South 42 045'50" West 124.95 feet; Thence North 45 °30'24" West 148.65 feet to the POINT OF TERMINATION. ' The sidelines of said strip to be prolonged or shortened to terminate northeasterly in said general southwesterly line of Parcel A and northwesterly in a line which bears North 43 059'12" East and passes through the Point of Termination. CONTAINING: 6,840 Square Feet, more or less. EXHIBIT "B" attached hereto and by this reference made a part hereof. This description was prepared by me or under my direction. 2��0 AND SV U� THOMAS E. Date: VERLOOP omas E. Verloop, 48 ♦ L.S. 5348 . RBF Consulting November 18, 2014 ' 40810 County Center Drive JN 142501 Temecula, CA 92591 Page 1 of 2 50 25 0 50 SCALE: 1 " =50' EXHIBIT "B" / / / �TNs5. L f�q // �gOfFGO�gl RANCHO TEMECULA / S SSjs RjCT / / I / / I / / / I / 1/37 PATENTS / S.D. CO. — RcwD PEIANFW PIPEL.I4jNT I N43*59'12 "E / P.O.T. 12.50, / 12.50' / / O 25' w 0 / k T.P.O.B. 10 124.95' �— — — / 542.45'5_ 0 "WW _ — Q RCWD ACCESS EASEMENT / PER INST. W. 1890 / (01/04/1995) / N42 '2813 9,5' P.O.0 1 / O1 S42'28'21 "E 51.35' (RECORD PER INST. NO. 1890 01/04/1995) SHEET 2 OF 2 SHEETS RANCHO CALIFORNIA WATER DISTRICT PERMANENT ACCESS EASEMENT CONSULTING Recording Requested by ' RANCHO CALIFORNIA WATER DISTRICT After Recordation Return to: Rancho California Water District 42135 Winchester Road Post Once Box 9017 Temecula, CA 92589 -9017 Space Above This Line for Recorders Use GRANT OF EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF TEMECULA, a Municipal Corporation ( "Grantor"), Hereby GRANT(S) to RANCHO CALIFORNIA WATER DISTRICT, a public corporation, its successors and assigns, herein designated Grantee, a perpetual non - exclusive easement upon, through, under, over, and across the hereinafter described real property for the ingress and egress, necessary for the installation, construction, operation, maintenance, repair, replacement, and reconstruction of a potable water well pump -to- waste pipeline, and all fixtures or appurtenances incidental thereto, and placement of tools, implements, and materials thereon as necessary to exercise the rights conveyed hereunder; to have and to hold said casement unto itself and unto its successors and assigns forever. ' The real property referred to herein and made subject to said casement by this grant is situated in the Ronald Reagan Sports Park, City of Temecula, in the County of Riverside, State of California, and is more particularly described within Exhibit "A" Legal Description and Exhibit "B" Plat Map, attached hereto and Incorporated herein. It is understood and agreed that the easement acquired herein is subject to the right of the Grantor, his successors and assigns, to use the surface of the land within the boundary lines of said casement to the extent that such use is compatible with the full and free exercise of said casement by the RANCHO CALIFORNIA WATER DISTRICT; provided however, that the Grantor shall not increase or decrease or permit to be increased or decreased the ground elevations of said casement existing at the time this document is executed as shown on plans approved by the Grantee. I J The Grantor shall not plant any trees, construct or permit to be constructed any building, structure, concrete slab, block wall, fence, improvement, or other encroachment upon said casement (except those improvements existing at the time this document is executed as shown on plans approved by the Grantor) without the previous written consent of Grantee in the form of an encroachment permit or plans approved by the Grantee; provided, however, Grantor shall have the right to install asphalt pavement over the easement area, along with any striping and/or directional signs required for vehicular travel. Grantee may remove from the easement any tree, building, structure, concrete slab, improvement, or other encroachment not consented to in writing by Grantee, and the cost of such removal shall be the sole responsibility of Grantor who shall reimburse Grantee for such costs. Grantor waives any right under California Civil Code section 845, and any other right, to compel Grantee to repair, grade, surface, or otherwise improve or maintain said easement as a roadway or private right -of -way, 14••RK1m032.F355•.n 1781 Upon completion of maintenance and/or repair of Grantee's pipeline or appurtenant facilities involving excavations of the easement surface, Grantee agrees to restore the easement area, limited only to backfill, compaction, and patching the areas) of non - decorative impervious pavement, concrete sidewalk, concrete ribbon gutter, and concrete curb and gutter (if applicable) excavated by the Grantee as part of the maintenance and/or repair activity, and consented by Grantee by encroachment permit or plans approved by the Grantee. Grantor agrees to restore all other areas excavated/disturbed by die Grantee including, but not limited to, pervious paving, decorative paving/curbing, landscaping, and irrigation. IN WITNESS WHEREOF, this instrument has been executed this day of Day Month Year GRANTOR(S): By: (Signature) (Printed Name) By: (Signature) (Printed Name) ' By. (Signature) (Printed Name) CERTIFICATE OF ACCEPTANCE UNDER SECTION 27281 OF THE CALIFORNIA GOVERNMENT CODE This is to certify that the interest in real property conveyed by the decd or grant dated from City of Temecula to Rancho California Water District, a public agency and subdivision in the State of California, is hereby accepted by order of the undersigned officer on behalf of the Board of Directors pursuant to the authority conferred by Resolution No. 2004 -5 -2 of the Board of Directors adopted on May 13, 2004 and the grantee consents to recordation thereof by its duly authorized officer. RANCHO CALIFORNIA WATER DISTRICT La Matthew G. Stone, General Manager Dated: (Note: attach California All- Purpose Acknowledgments) WRN:Im032 �F355',1) 1781 ' State of California County of Riverside On before me, personally appeared (here insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her/their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature I(SEAL) f ' EXHIBIT "A" LEGAL DESCRIPTION RANCHO CALIFORNIA WATER DISTRICT PERMANENT PIPELINE EASEMENT That certain parcel of land in the City of Temecula, County of Riverside, State of California, being that part of the Rancho Temecula granted by the government of the United States to Lois Vignes by patent dated January 18, 1860 and recorded in Book 1, Page 37 of Patents in the office of the County Recorder of San Diego County, California, included within a strip of land, 30.00 feet in width, the centerline of said strip being described as follows: COMMENCING at the southerly terminus of that certain course described as "North 05 °57'40West, a distance of 145.37 feet" for the westerly line of Parcel 1" as described in the grant deed to the City of Temecula recorded June 19, 1995 as Instrument No. 196256 of Official Records in the Office of the County Recorder of said Riverside County, California, said point also being on the easterly line of that certain strip of land, known as the San Diego Aqueduct, as shown on a Record of Survey filed in Book 55, Pages 61 through 64, inclusive, of Record of Surveys, in the office of said Riverside County Recorder; Thence along said easterly line of the San Diego Aqueduct South 05 °58'01" East 16.32 feet to the TRUE POINT OF BEGINNING; Thence leaving said easterly line South 43 °59'12" West 207.14 feet to the POINT OF ' TERMINATION. The sidelines of said strip to be prolonged or shortened to terminate northeasterly in said easterly line of the San Diego Aqueduct and southwesterly in a line which bears North 57 °05'22" West and passes through the Point of Termination. CONTAINING: 6,214 Square Feet, more or less. EXHIBIT "B" attached hereto and by this reference made a part hereof. This description was prepared by me or under my direction. yip %AND SU V�' THOMAS E. Date: 2 01 Zol -j VERLOOP omas E. Verloop,' 48 * L.S. 5348 RBF Consulting November 18, 2014 40810 County Center Drive JN 142501 Temecula, CA 92591 Page 1 of 2 50 25 0 50 SCALE: 1 " =50' i , , , EXHIBIT / / / / / 0 �TqY R CHO TEMECULA 1/37 PATENTS S.D. CO. „B„ / F ots ITO , s �T lR s tOr R / / I / / I / / / ry Q" P.O.T./ C. a S05 °58'01 "E S43' _12"W 207.14' 0 16.32' I c; - / T.P.0.B. 10 I Q X I I , m / I / p�igt�N_T p5g EASEMENT �Y RCWD ACCESS EANT� / PER W. 1890 (01/04/10411 995) 2O N05 °57'40 "W 145.57' (RECORD PER INST. NO. 196256 06/19/1995) SHEET 2 OF 2 SHEETS RANCHO CALIFORNIA WATER DISTRICT PERMANENT PIPELINE EASEMENT CONSULTING nn mre TEMECULA LOCATION MAP - RCWD PIPELINE EXTENSION ^.1 at, _t a►. A PO / F � ;y Legend RCWD ' "�y °'; t:ny a WELL SITE 216 Aerial 2006 Transparent a Streets et' f '; salt, 0 p Parcels r . PROPOSED PIPELINE 4s T s M � •a ti c t. s: •.i � Rid ;. � y scab: 1:1,036 0 100 200 300 ft. Map center: 6296366, 2126931 WW This map is a user generated static output horn an Internet mapping site and is M general reference only. Data layers that appear on this map may or may not be acwrete, current, or other e.se reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION.