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HomeMy WebLinkAbout09-27-2017 Steering Committee Agenda Packet.pdf Orange County Sanitation District Wednesday, September 27, 2017 Regular Meeting of the ^" 5:00 P.M. STEERING COMMITTEE Administration Building Conference Rooms A & B 10844 Ellis Avenue Fountain Valley, CA 92708 „ (714) 593-7433 AGENDA CALL TO ORDER DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item, please complete a Speaker's Form (located at the table at the back of the room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairperson and are requested to limit comments to three minutes. REPORTS: The Committee Chairperson and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: The Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the Regular Meeting of the Steering Committee held on August 23, 2017. NON-CONSENT: 2. GENERAL MANAGER'S FY 2017-2018 WORK PLAN (Jim Herberg) RECOMMENDATION: Recommend to the Board of Directors to: Receive and file the General Manager's Fiscal Year 2017-2018 Work Plan. 0 9/2 712 01 7 Steering Committee Agenda Page 1 of 5 3. PROPERTY ACQUISITION FOR 18350 MT. LANGLEY STREET, FOUNTAIN VALLEY (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Purchase Agreement) with K&A Investments LP for Property at 18350 Mt. Langley Street, Fountain Valley, in a form approved by General Counsel, for $10,150,000; and B. Authorize the General Manager and General Counsel to Execute the following: 1. Preliminary Title Report Consistent with the Standard Offer, Agreement and Escrow Instructions; 2. Title Approval Letter; 3. Deeds and other evidences of title to the parcels of property that are the subject of the Purchase Agreement; 4. Preliminary Change of Ownership Report; 5. Acceptance of the Grant Deed to certain real property from K&A Investments LP; 6. Approved Estimated Closing costs; 7. Seller's Mandatory Disclosure Statement acknowledging receipt of this document; 8. Property Information Sheet acknowledging receipt of this document; 9. Natural Hazard Disclosure Report acknowledging receipt of this document; and 10. Any and all other instruments related to the transaction. 4. ACCEPT QUITCLAIMS FOR ELLIS AVENUE EXTENSION IN CONNECTION WITH QUIET TITLE ACTION (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Authorize the General Manager to accept quitclaim deeds, in a form approved by Special Counsel, from Elwayne E. Everett, Dianne Findlay, and Patricia Lynn Frazier quitclaiming their interests in the Ellis Avenue Extension property to the Orange County Sanitation District, and authorizing payment of $500 each to Mr. Everett, Mrs. Findlay, and Ms. Frazier, in connection with the quiet title legal action Orange County Sanitation District v. Elwayne E. Everett et al. [Orange County Superior Court Case No. 30-2017-00929475-CU-OR-CJC); and B. Authorize the General Manager and Special Counsel to take all actions necessary to record the deeds and obtain a judgment quieting title in the Ellis Avenue Extension property. 0 9/2 712 01 7 Steering Comminee Agenda Page 2&5 5. REDEVELOPMENT AGENCY OVERSIGHT BOARDS (Bob Ghirelli) RECOMMENDATION: Recommend to the Board of Directors to: Approve the selection of Orange County Sanitation District representatives to the 13 Redevelopment Agency Oversight Boards as follows: CITY REPRESENTATIVE Anaheim Denise Barnes Brea Don Schweitzer Buena Park Fred Smith Fountain Valley Steve Nagel Fullerton Ted Kim Garden Grove Steve Jones Huntington Beach Barbara Delgleize La Habra James Byerrum La Palma Mark Waldman Orange Doug Davert Santa Ana Sal Tinajero Stanton Dave Shawver Westminster Margie L. Rice INFORMATION ITEMS: None. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations,pending orpotential litigation,or personnel matters,pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a)purchase and sale of real property; (b) matters of pending or potential litigation; (c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. (1) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) Property: 10950 Virginia Cir. Fountain Valley, CA-APN No.156-165-05; 10870 Spencer Ave. Fountain Valley, CA - APN No.156-163-07; 18480 Pacific St. Fountain Valley, CA - APN No.156-165-04; 18430 Pacific St. Fountain Valley, CA - APN No.156-165-06; 18370 Pacific St. Fountain Valley, CA - APN No.156-165-08; 18429 Pacific St. Fountain Valley, CA - APN No.156-163-09; 18410 Bandilier Cir. Fountain Valley, CA- APN No.156-163-10; 18368 Bandilier Cir. Fountain Valley, CA- APN No.156-163-11; 0 9/2 712 01 7 Steering Committee Agenda Page 3 of 5 10700 Spencer St. Fountain Valley, CA -APN No.156-163-16; 10700 Spencer Ave. Fountain Valley, CA -APN No.156-154-07; 18350 Mt. Langley St. Fountain Valley, CA -APN No.156-154-08, 156-163-17; 18386 Mt. Langley St. Fountain Valley, CA -APN No.156-154-06; 18385 Bandilier Cir. Fountain Valley, CA- APN No.156-163-12; 18401 Bandilier Cir. Fountain Valley, CA- APN No.156-163-13; 18424 Mt. Langley St. Fountain Valley, CA -APN No.156-154-05; 18435 Bandilier Cir. Fountain Valley, CA - APN No.156-163-14; 18475 Bandilier Cir. Fountain Valley, CA- APN No.156-163-15; 10725 Ellis Ave. Fountain Valley, CA -APN No.156-154-04; and 10540 Talbert Ave. Fountain Valley, CA -APN No.156-151-03 Agency negotiators: General Manager, Jim Herberg; Assistant General Manager, Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner; Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and Jeff Mohr; CIP Project Manager, Tom Grant; Kevin Turner and John Gallivan, Cushman and Wakefield. Negotiating parties: Valley, Business Park, APN Nos. 156-165-05, 156-165-06, 156-163-07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13, APN No.156-165-08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The Ins Trust Shabtai, Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; K &A Investments LP, APN No. 156-154-08, 156-163-17; Fountain Valley Star LLC, APN No. 156-154-06; TN Sheet Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC, APN No. 156-163-13; Phone Lilly Lin-Lin TR, APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC, APN No. 156-151-03 Under negotiation: Instruction to negotiator will concern price and terms of payment. (2) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION (Gov. Code Section 54956.9(d)(1))— 1 case Roy Handy, Melissa Forman-Woodbridge v. Orange County Sanitation District, Superior Court of California, County of Orange, Case No. 30-2017-00934699 RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OW272017 Steering Committee Agenda Page 4 of 5 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: To the Steering Committee meeting scheduled for Wednesday, October 25, 2017 at 5:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation District's website at www.ocsd.com, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors, are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klore(o3ocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberoGDomd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli[&,ocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomoson(clocsd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(docsd.cem Director of Finance and Lorenzo Tyner (714)593-7550 Itvner(Mocsd.com Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandleraocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etomes ocsd.com 0 9/2 712 01 7 Steering Committee Agenda Page 5 of 5 ITEM NO. 1 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, August 23, 2017 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Sebourn on Wednesday, August 23, 2017 at 5:03 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Herberg, General Manager Chad Wanke, Administration Committee Bob Ghirelli, Assistant General Manager Chair Celia Chandler, Director of Human John Withers, Operations Committee Resources Chair Rob Thompson, Director of Engineering Ellery Deaton, Member-At-Large Lorenzo Tyner, Director of Finance & Donald Wagner, Member-At-Large Administrative Services Ron Coss, Environmental Laboratory& COMMITTEE MEMBERS ABSENT: Ocean Monitoring Manager David Shawver, Board Vice-Chair James Spears, Operations Manager (excused to attend CASA Conference) Kelly Lore, Clerk of the Board Tim Shaw, Member-At-Large Janine Aguilar Al Garcia Tom Grant Laurie Klinger Tina Knapp Kathy Millea Jeff Mohr Andrew Nau OTHERS PRESENT: Kendra Carney, Assistant General Counsel Kevin Turner, Cushman &Wakefield John Gallivan, Cushman &Wakefield PUBLIC COMMENTS: No public comments were provided. 08/23/2017 Steering Committee Minutes Page 1 of 4 REPORTS: Chair Sebourn provided an update on the strategic planning process and reported that good progress was made on the eight goals contained in the Board's current strategic plan covering the 5-year period 2014-2019. He stated that consultant Brent Ives has interviewed Board members, held a workshop to receive feedback from employees and attended an executive management team meeting to consider the input, and that no significant policy changes to the plan are being proposed by staff at this time. The Committee and staff briefly discussed the process and additional goals. The Committee suggested that staff bring back what was previously approved and provide a redlined version, with any necessary changes, to the October Operations and Administration Committee meetings. General Manager Herberg reported on the following items: Gold Peak Performance Award from National Association of Clean Water Agencies for having no ocean discharge permit violations for the entire year and the Achievement of Excellence in Procurement Award for 2017; Update and Closing Out the Red Hill Sewer Project in Tustin and State College Sewer Project in Fullerton; GWRS Opinion Piece Published in"The Hill", authored by ChairSebourn and OCWD's Board President Denis Bilodeau highlighting the relationship between the two organizations and the benefits that GW RS provides to the region; Outreach efforts for several construction projects taking place at our Huntington Beach facility, and the Employee Fitness Center Grand Opening at Plant No. 1, which is part of the Wellness Program at OCSD to promote a healthier workforce. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Steering Committee held on July 26, 2017. AYES: Deaton; Sebourn; Wanks and Withers NOES: None ABSTENTIONS: None ABSENT: Shaw; Shawver and Wagner Director Wagner arrived at 5:15 p.m. NON-CONSENT: 2. BANDILIER CIRCLE PROPERTY LEASE (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the Lease Agreement with the Dickler Corporation, 08/23/2017 Steering Committee Minutes Page 2 of 4 DBA Chef's Toys, for Orange County Sanitation District's real property located at 18484 Bandilier Circle, Fountain Valley, California, in an as-is condition, commencing August 24, 2017 through March 31, 2019, at a lease rate of $13,500 per month for the first 12 months, and increasing to$15,000 per month for the balance of the term, in a form approved by General Counsel. AYES: Deaton; Sebourn; Wanke; Withers and Wagner NOES: None ABSTENTIONS: None ABSENT: Shaw and Shawver INFORMATION ITEMS: None. Before adjourning to closed session, Assistant General Counsel Kendra Carney clarified that in Closed Session Item No. 3, the property listed at 18350 Mt. Langley St. Fountain Valley, also includes APN No.156-163-17. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8 & 54956.9(d)(1): The Committee convened in closed session at 5:20 p.m.to discuss two items. (Closed Session Item No. 2 was not heard.) Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:49 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: Assistant General Counsel Kendra Carney did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. 08i231201 7 Steering Committee Minutes Page 3 of 4 ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 5:50 p.m. to the next Steering Committee meeting to be held on Wednesday, September 27, 2017 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 08/23/2017 Steering Committee Minutes Page 4 of 4 STEERING COMMITTEE Meeting Date Ta Bd.of Dir. 09/27/17 09/27/17 AGENDA REPORT IWmNumber Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager SUBJECT: GENERAL MANAGER'S FY 2017-2018 WORK PLAN GENERAL MANAGER'S RECOMMENDATION Receive and file the General Manager's Fiscal Year 2017-2018 Work Plan. BACKGROUND Each year, the General Manager prepares a work plan of activities supporting the Orange County Sanitation District strategic goals and initiatives to be accomplished during the fiscal year. RELEVANT STANDARDS • 1, 5, 20 year planning horizons • Protection of Orange County Sanitation District assets • Maintain a proactive asset management program • Ensure the public's money is wisely spent • Stable rates, no large unforeseen rate increases • Support OCWD expansion of GWRS • Maintain a culture of improving efficiency • Plan for and execute succession, minimizing vacant position times PRIOR COMMITTEE/BOARD ACTIONS June 2017 - Board of Directors received and filed the General Manager's FY 2016-2017 Work Plan Year-End Update. September 2016 - Board of Directors received and filed the General Manager's FY 2016-2017 Work Plan. ADDITIONAL INFORMATION The General Manager's Work Plan includes goals for the 2017-2018 fiscal year. The Work Plan has five areas of focus. FINANCIAL CONSIDERATIONS All items included in the General Manager's Work Plan are budgeted in the FY 2017-2018 Budget. Page 1 of 2 ATTACHMENT The following attachment is included in hard copy and may also be viewed on-line at the OCSD website (mmocsd.com) with the complete agenda package: General Manager's FY 2017-2018 Work Plan Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT Memorandum August 30,2017 TO: Chairman and Members of the Board of Directors FROM: James D. Herberg, General Manager SUBJECT: General Manager's Fiscal Year 2017-2028 Work Plan I am pleased to present for your consideration my proposed work plan for Fiscal Year 2017-18. 1 have identified five areas of focus for the next year to ensure that our operations are safe and reliable;that we continue to attract, develop and retain a capable workforce and that we enhance our sustainability by maximizing water recycling and sound financial practices. This forward-looking work plan is designed to position our agency to continue providing our customers with a high level of service while seizing opportunities and meeting future challenges. My five focus areas are: 1. Safety and Security • Cyber Security:Continue efforts started in FY 2016-17 to increase investment in resources to thwart any threats and ensure operational continuity and reliability. • Implement findings of consultant report on Cyber-security risks. • Build/maintain bench of qualified IT cyber-security staff. • Replace outdated switches in the industrial control system (ICS) network that are unable to support the newer,more secure communication protocols. • Safety Engineering Solutions and Physical Site Security: Continue the Safety Improvement Project efforts and implement physical site security enhancements as needed to ensure all facilities remain secure. • Voluntary Protection Plan (VPP)Certification: Complete a full review and audit of all Safety and Health policies and implement the new safety software module. Conduct a third-party VPP readiness assessment and draft a VPP implementation plan by June 2018. 2. Succession Plannine • Workforce Planning and Development:Implement changes to the recruitment and selection process that continue to decrease time-to-fill. Deploy semi-annual workforce vulnerability assessments to all departments so that they can identify vulnerable positions and leverage existing technologies to provide the organization with tools to develop and manage key talent and talent loss due to retirements. • Staffing Study:Conduct a comprehensive staffing study that identifies required staffing levels and opportunities to improve organizational efficiency and effectiveness. Develop the scopes of work with all internal stakeholders for the studies and have the consultant(s) procured by June 2018. 3. Resource Recovery • Food Waste: Issue a request for proposal for a Professional Design Services Agreement for the Interim Food Waste Receiving Facility Project. 4. Reliability • New Electrical Safety Standards and Lubrication Program: 1.) Develop a plan and schedule to begin implementation of changes to the preventative maintenance program, including identifying labor and resource needs, for the electrical distribution system based upon new electrical safety standards and for legacy assets not currently in the new maintenance management system (MAXIMO). 2.) Develop a program and schedule for implementing a comprehensive machinery lubrication and oil analysis program for rotating equipment. • Fleet Business Plan: Recommend a Fleet Business Plan to the Board of Directors that will include replacement polity recommendations considering regulatory requirements, green fleet criteria and fleet best practices. • Operational Resiliency: Finalize an agency-wide Continuity of Operations Plan that identifies the most critical business and operational functions that ensure the Sanitation District remains operational during a major disaster and/or emergency. Present the findings and plan to the Board of Directors no later than May 2018. • Seismic: Continue the seismic study of OCSD's Plant Facilities, completing the sub-surface exploratory work and engineering analysis to develop strategies to mitigate seismic vulnerabilities. S. Operational Optimization • Rates: Complete a comprehensive rate study to determine the proper allocation of costs among user types and a recommended future rate plan including Capital Facilities Capacity Charges and Industrial User Charges. Present a 5-year rate program for residential, commercial and industrial users for Board consideration in April 2018. Page 2 • OCSD Headquarters Building: Complete the Final Concept Design for the Headquarters Complex. Complete the Preliminary Design and begin Detailed Design for the Ward and Garfield Perimeter Improvements. • Dental Amalgam Rule: Create oversight program to implement new federal dental amalgam rule by June 30, 2018. • National Laboratory Certification: Implement laboratory procedures and corrective measures in response to national laboratory certification audit and obtain final certification by June 30,2018. Page 3 STEERING COMMITTEE Meeting Date TOBd.of Dir. 09/271 7 09/27/17 AGENDA REPORT emNumber hem Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PROPERTY ACQUISITION FOR 18350 MT. LANGLEY STREET, FOUNTAIN VALLEY GENERAL MANAGER'S RECOMMENDATION A. Approve a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate(Purchase Agreement)with K&A Investments LP for Property at 18350 Mt. Langley Street, Fountain Valley, in a form approved by General Counsel, for $10,150,000; and B. Authorize the General Manager and General Counsel to Execute the following: 1. Preliminary Title Report Consistent with the Standard Offer, Agreement and Escrow Instructions; 2. Title Approval Letter; 3. Deeds and other evidences of title to the parcels of property that are the subject of the Purchase Agreement; 4. Preliminary Change of Ownership Report; 5. Acceptance of the Grant Deed to certain real property from K&A Investments LP; 6. Approved Estimated Closing costs; 7. Seller's Mandatory Disclosure Statement acknowledging receipt of this document; 8. Property Information Sheet acknowledging receipt of this document; 9. Natural Hazard Disclosure Report acknowledging receipt of this document; and 10. Any and all other instruments related to the transaction. BACKGROUND The Orange County Sanitation District(Sanitation District)has been seeking opportunities to purchase additional real estate in the area across from Plant No. 1 to make additional space available for treatment processes. In October 2016, Sanitation District staff, through its real estate broker, sent letters of intent to purchase properties to the owners of properties across from Plant No. 1. The owner of the subject property made a counter offer in July 2016. Sanitation District staff provided an informational update at the Operations and Administration Committees in September to demonstrate the utilization of current real estate and the need for additional real estate. Page 1 of 3 RELEVANT STANDARDS • 1, 5, 20 year planning horizons • 24/7/365 treatment plant reliability PROBLEM The Sanitation District is real estate limited in its current and future operations. There is a need for additional space for construction and new treatment process areas to replace end-of-life facilities and provide treatment facilities for new regulatory requirements. In addition, a significant number of Sanitation District staff are housed in temporary trailer facilities that will need to be moved in the next few years due to process facility projects. PROPOSED SOLUTION Purchasing additional property across Ellis Avenue from the existing Plant No. 1 facility will create more flexibility in the short and long term. In the short term, having additional office space will allow for Sanitation District staff to be relocated from temporary trailers, construction management staff could be housed adjacent to the proposed new Administration and Laboratory Buildings, and additional parking may be required with a new front entrance alignment. In the long-term, there is very little space available for future Sanitation District process facility replacement, specifically the headworks and primary treatment areas that will be end-of-life at some point. The current land area is fully utilized. The long-term opportunity is to shift non-process buildings across Ellis Avenue to create an additional process area. TIMING CONCERNS The opportunity to purchase the subject property has become available. It was last sold many years ago and does not become available too often. RAMIFICATIONS OF NOT TAKING ACTION Lack of available land will increase short and long-term costs primarily in the execution of capital projects due to limited working area and density of the equipment layouts. Certain treatment technologies will not be possible if space is too limited. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A Page 2 of 3 CEQA The Sanitation District's Board of Directors has not approved any particular use of this property. The Sanitation District will perform all environmental review required under the California Environmental Quality Act prior to any use other than its current status as an office building. FINANCIAL CONSIDERATIONS This item was not included in the FY 2017-18 Budget. Staff will reallocate funds from the current Capital Improvement Program (CIP). ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Purchase Agreement RCT:gc Page 3 of 3 STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non-Residential) Dated: September 12. 2017 1. Buyer. 1.1 Orange County Sanitation District ,("Buyer")hereby offers to purchase the real property,hereinafter described,from the owner thereof("Seller")(collectively,the"Parties"or individually,a "Party"),through an escrow("Escrow")to close 30e 'See Addendum Paragraph 31 days-after the waiver or expiration of the Buyer's Contingencies, ("Expected Closing Date")to be held by Commerce Escrow Company ('Escrow Holder")whose address is 1545 Wilshire Boulevard, Los Angeles, CA 90017 , Phone No. 213-484-0855 ,Facsimile No. _ upon the terms and conditions set forth in this agreement("Agreement"). Buyer shall have the right to assign Buyer's rights hereunder,but any such assignment shall not relieve Buyer of Buyer's obligations herein unless Seller expressly releases Buyer. 1.2 The term"Date of Agreement"as used herein shall be the date when by execution and delivery(as defined in paragraph 20.2)of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby Seller agrees to sell,and Buyer agrees to purchase,the Property upon terms accepted by both Parties. 2. Property. 2.1 The real property("Property")that is the subject of this offer consists of(insert a brief physical description) an approximate 44,611 gross square foot two-story office building is located in the County of Orange ,is commonly known as (street address,city,state,zip) 18350 Mt. Langley, Fountain Valley, CA 92708 and is legally described as: per title (APN: 156-154-08 &156-163-17 ). 2.2 If the legal description of the Property is not complete or is inaccurate,this Agreement shall not be invalid and the legal description shall be completed or corrected to meet the requirements of Provident Title Company ("Title Company"),which shall issue the title policy hereinafter described. 2.3 The Property includes,at no additional cost to Buyer,the permanent improvements thereon,including those items which pursuant to applicable law are a part of the property,as well as the following items,if any,owned by Seller and at present located on the Property:electrical distribution systems(power panel,bus ducting,conduits,disconnects,lighting fixtures);telephone distribution systems(lines,jacks and connections only);space heaters;heating,ventilating,air conditioning equipment("HVAC");air lines;fire sprinkler systems;security and fire detection systems;carpets;window coverings;wall coverings;and _ (collectively, the"Improvements"). 2.4 The fire sprinkler monitor: ❑� is owned by Seller and included in the Purchase Price, ❑ is leased by Seller,and Buyer will need to negotiate a new lease with the fire monitoring company, ❑ownership will be determined during Escrow,or ❑there is no fire sprinkler monitor. 2.5 Except as provided in Paragraph 2.3,the Purchase Price does not include Seller's personal property,furniture and furnishings,and NONE all of which shall be removed by Seller prior to Closing. 3. Purchase Price. 3.1 The purchase price("Purchase Price")to be paid by Buyer to Seller for the Property shall be $10,150,000.00 ,payable as follows: (Strike any not applicable) (a) Cash down payment,including the Deposit as defined in paragraph 4.3(or if an all cash transaction,the Purchase Price): $10,150,000.00 (b) ATIOURt of"New I can"as defined n paragraph 5 1, f any! (c) Buyer shall talke title to the Property subject to and/or assume the follow ng e)(sting deed of trust (1) An xr6ting Plate ("FIFRI; Pinto")with an uppa d pr neipal balaRee as of the Gigs Ag at a P"SFr „„ urn until pa d(and/e,-Lhe entire unpaid balance is due an An Ex sting Plate("Second Note")with an unpa d pr ne pal balance as ef the Gies Affe[L approximately Sa d Second Plate s pay ble at-_ per month, ndud ng interest at the rat&a� (d) Buyer Shall give Seller a deed GftFUst("Purchase Money Deed afTrUstIT)an the property,to secure the promissory note of Buyer to Seiler descr bed n paragraph 6("Purchase Monw Nene")in the amount Total Purchase Price: $10 150 000 00 3.2 If Buyer is taking title to the Property subject to,or assuming,an Existing Deed of Trust and such deed of trust permits the beneficiary to demand payment of fees including,but not limited to,points,processing fees,and appraisal fees as a condition to the transfer of the Property,Buyer agrees to pay such fees up to a maximum of 1.5%of the unpaid principal balance of the applicable Existing Note. Page 1 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS 0 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 4. Deposits. 4.1 ❑ Buyer has delivered to Broker a check in the sum of ,payable to Escrow Holder,to be delivered by Broker to Escrow Holder within 2 or business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder,or ❑✓ within 2 er-=business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of $150,000.00 . If said check is not received by Escrow Holder within said time period then Seller may elect to unilaterally terminate this transaction by giving written notice of such election to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter into an agreement for purchase and sale,Buyer's check or funds shall,upon request by Buyer,be promptly returned to Buyer. 4.2 Additional deposits: (b) ,Within 5 business days after the contingencies discussed in paragraph 9.1(a)through(m)are approved or waived, Buyer shall deposit with Escrow Holder the additional sum of $100,000.00 to be applied to the Purchase Price at the Closing. (c) If an Additional Deposit is not received by Escrow Holder within the time period provided then Seller may notify Buyer, Escrow Holder,and Brokers,in writing that,unless the Additional Deposit is received by Escrow Holder within 2 business days following said notice,the Escrow shall be deemed terminated without further notice or instructions. 4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2(collectively the "Deposit"),in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer,who hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer's Federal Tax Identification Number is to be provided . NOTE:Such interest bearing account cannot be opened until Buyer's Federal Tax Identification Number is provided. 4.4 Notwithstanding the foregoing,within 5 days after Escrow Holder receives the monies described in paragraph 4.1 above, Escrow Holder shall release$100 of said monies to Seller as and for independent consideration for Seller's'execution of this Agreement and the granting of the contingency period to Buyer as herein provided. Such independent consideration is non-refundable to Buyer but shall be credited to the Purchase Price in the event that the purchase of the Property is completed. 4.5 Upon waiver of all of Buyer's contingencies the Deposit shall become non-refundable but applicable to the Purchase Price except in the event of a Seller breach,or in the event that the Escrow is terminated pursuant to the provisions of Paragraph 9.1(n) (Destruction,Damage or Loss)or 9.1(0)(Material Change). lean("Now I ean")shall be seewred by a&st deed ef;Fust or mqrtgage on the PFepeFty. If th s Agreemept frqv des for Seller W earpy back i -n or fin-n�no,then sollor�h�ll lh�v�the r ght to approve the tornn�of the No...I can ScIler hall Wv-7 day,from rc�-pt of the c,mm tm,nt ,ttng forth the proposed terms of the New I can to approve or d sapprove of such proposed terms If Spilpr fpilk to Ratify Escrow Holder, iR wr tiRg,of the d sapproval w th R sa d 7 days it shall be conclusively presumed that Seller has approved the term� of the NIP- I can � 3 If, after d a d ligence, a -yer shall notify ts Broker, Escrow Holder and Seller,in writing,with r n the tme 1p@Grfied In paFag�aplh 5.2 hereof,that Buyer has Rat obta Red sa d New Loan,th s AgneeMeRt shall be term Rated,and Guyp,shall lh�-Rtitl,d t, the prompt return of the DepGs t,plus any interest eamed thereen, less only Escrow Holder and Th ie Company GanceH�tien fee, and a seller Financing (Purchase Money Note)+ (St4ke*not Gppfimble) 6.1 If Seller approves Buyer's finane als(see pa _ . ney Note shall pmVkje far r meFest an unpa d PF HE Pal at the rate ­�per aRRUM,w th PF nEp@1 and menest paid as follows: _+ The Purchase Meney N-tc and Purchase Money Deed ef Trust shall be an the EUFFent farms commonly used by Eserew I oldeF,and be jun or and SbfoFd nate only 6 � The P nh,se Money Plate and/or the Purchase Money Deed at Tnust shall canta n PFOV S ons regard ng the fiellowing(see (a) Prepaymant Pr nc pal may he prepa d P whole or n part at any time w tha t penalty at the option of the R yer (h) late Chorgp A late charge of 5% shall he payahip w th respect to any payment of principal, mer,st,or other charges, (e) Due On Sale. in the event the Buyer sells or transfers title to the Property or any Penton thereof,then the Seller ma% a! 6 a If the P rchase Money Deed of Tr =is to he suhnrdlkn�te m other finant ng, Escrow Holder sh�ll,at Ruyer'�expense prepare and record on Seller's behalf a request for notice of default and/or sale w th regard to each Mortgage or dppd of tri st to WJUQh4t*ALJbe4ubOrdIPitG. to provido a r -rront financial statement and copies of it�FadcrA tax ret rm,forthe l�st R ya�rs m S�Ilcrwth n 10 dl�v�following the Date of Agreement Seller has IQ days following rece pt of s u c h d ocu me mad a n to s atisfy ts elf w th rega rd to M-yer's fi n a ne a I PA Rd Tian A Rd to Ratify Es Grow H 91 d er as to wh eth e r 0 r Rat 0 UVerS fi R a R G a I GORd h 9 R s a Goa atab!e+ if S el 1 er fa is to R otify Escrow Halde�, n wr Ting,of the d sapproval of th s contingency Wr th n sa di time per ad,itshall be conclusively presumed that SAI,F h,, Franc ng It R -y@rfa Ig to notify F�crovv Holdprw th n ga d time par od of t�elpction to term natp th�transaction then Ruypr shall Page 2 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS 0 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 7. Real Estate Brokers. 7.1 The following real estate broker(s)("Brokers")and brokerage relationships exist in this transaction and are consented to by the Parties(check the applicable boxes): 10 NAI CADital Inc-Steven Hoobero represents Seller exclusively("Seller's Broker"); R Cushman&Wakefield -John Gallivan &Kevin Turner represents Buyer exclusively('Buyer's Broker");or ❑ represents both Seller and Buyer("Dual Agency"). The Parties acknowledge that other than the Brokers listed above,there are no other brokers representing the Parties or due any fees and/or commissions under this Agreement. See paragraph 24 regarding the nature of a real estate agency relationship. Buyer - for a par oc!of 1 year frnm tho data psyrted for reference p rpo��s at the top of page 1 7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person,firm,broker or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein,other than the Brokers named in paragraph 7.1,and no broker or other person,firm or entity,other than said Brokers is/are entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such Parry. Buyer and Seller do each hereby agree to indemnify,defend,protect and hold the other harmless from and against any costs, expenses or liability for compensation,commission or charges which may be claimed by any broker,finder or other similar party, other than said named Brokers by reason of any dealings or act of the indemnifying Party. 8. Escrow and Closing. 8.1 Upon acceptance hereof by Seller,this Agreement,including any counteroffers incorporated herein by the Parties,shall constitute not only the agreement of purchase and sale between Buyer and Seller,but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may,however,include its standard general escrow provisions. In the event that there is any conflict between the provisions of the Agreement and the provisions of any additional escrow instructions the provisions of the Agreement shall prevail as to the Parties and the Escrow Holder. 8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers,Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers,in writing,of the date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement,applicable law and custom and practice of the community in which Escrow Holder is located,including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located,the law of the state where the Property is located shall prevail. 8.4 Subject to satisfaction of the contingencies herein described,Escrow Holder shall close this escrow(the"Closing")by recording a general warranty deed(a grant deed in California)and the other documents required to be recorded,and by disbursing the funds and documents in accordance with this Agreement. 8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. (See also paragraphll.) 8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs(b),(c),(d),(e),(g),(i),(n),and(o),9.4, 12, 13, 14, 16, 18,20,21,22,and 24 are,however, matters of agreement between the Parties only and are not instructions to Escrow Holder. 8.7 If this transaction is terminated for non-satisfaction and non-waiver of a Buyer's Contingency,as defined in paragraph 9.2, then neither of the Parties shall thereafter have any liability to the other under this Agreement,except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination,Buyer shall,subject to the provisions of paragraph 8.10,be promptly refunded all funds deposited by Buyer with Escrow Holder,less only the$100 provided for in paragraph 4.4 and the Title Company and Escrow Holder cancellation fees and costs,all of which shall be Buyer's obligation. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellation fees and costs. 8.8 The Closing shall occur on the Expected Closing Date,or as soon thereafter as the Escrow is in condition for Closing; provided,however,that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties,a Party not then in default under this Agreement may notify the other Party,Escrow Holder,and Brokers, in writing that,unless the Closing occurs within 5 business days following said notice,the Escrow shall be deemed terminated without further notice or instructions. 8.9 Except as otherwise provided herein,the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver,release or discharge of any breach or default that has occurred in the performance of the obligations,agreements,covenants or warranties contained therein. 8.10 If this sale of the Property is not consummated for any reason other than Seller's breach or default,then at Seller's request,and as a condition to any obligation to return Buyer's deposit(see paragraph 21),Buyer shall within 5 days after written request deliver to Seller,at no charge,copies of all surveys,engineering studies,soil reports,maps,master plans,feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided,however,that Buyer shall not be required to deliver any such report if the written contract which Buyer entered into with the consultant who prepared such report specifically forbids the dissemination of the report to others. 9. Contingencies to Closing. *See Addendum Paragraph 29,30 and 31 9.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER,IN WRITING,OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM,MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval,unless provision is made by the Seller within the time specified therefore by the Buyer in such conditional approval or by this Agreement,whichever is later,for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly provide all Parties with copies of any written disapproval or conditional approval which it Page 3 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS 0 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 receives. With regard to subparagraphs(a)through(m)the pre-printed time periods shall control unless a different number of days is inserted in the spaces provided. (a) Disclosure. Seller shall make to Buyer,through Escrow,all of the applicable disclosures required by law(See AIR CRE ("AIR")standard form entitled"Seller's Mandatory Disclosure Statement")and provide Buyer with a completed Property Information Sheet("Property Information Sheet")concerning the Property,duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 30 eT=days following the Date of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the matters disclosed. (b) Physical Inspection. Buyer has 40-er 45 days following the-receipt of th,Pp-p-F RfQFm-U-R Sheet^•the Date of Agreement,whichever is later,to satisfy itself with regard to the physical aspects and size of the Property. (c) Hazardous Substance Conditions Report. Buyer has 30er 45 days following t`-----'pt of t`-PFBpeFP, -f- --`-- Sheet a the Date of Agreement,whichever is later,to satisfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A"Hazardous Substance"for purposes of this Agreement is defined as any substance whose nature and/or quantity of existence,use,manufacture,disposal or effect,render it subject to Federal,state or local regulation,investigation,remediation or removal as potentially injurious to public health or welfare. A"Hazardous Substance Condition"for purposes of this Agreement is defined as the existence on,under or relevantly adjacent to the Property of a Hazardous Substance that would require remediation and/or removal under applicable Federal,state or local law. (d) Soil Inspection. Buyer has 30er 45 days from th----at of the Property - — --the Date of w Agreement,whichever is later,to satisfy itself ith regard to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may have within 10 days following the Date of Agreement. (e) Governmental Approvals. Buyer has 30e 45 days following the Date of Agreement to satisfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or desirable in connection with its intended use of the Property,including,but not limited to, permits and approvals required with respect to zoning,planning,building and safety,fire,police,handicapped and Americans with Disabilities Act requirements,transportation and environmental matters. (f) Conditions of Title. Escrow Holder shall cause a current commitment for title insurance("Title Commitment") concerning the Property issued by the Title Company,as well as legible copies of all documents referred to in the Title Commitment ("Underlying Documents"),and a scaled and dimensioned plot showing the location of any easements to be delivered to Buyer within 30 ar=days following the Date of Agreement. Buyer has 30 days from the receipt of the Title Commitment,the Underlying Documents and the plot plan to satisfy itself with regard to the condition of title. The disapproval by Buyer of any monetary encumbrance,which by the terms of this Agreement is not to remain against the Property after the Closing,shall not be considered a failure of this contingency,as Seller shall have the obligation,at Seller's expense,to satisfy and remove such disapproved monetary encumbrance at or before the Closing. (g) Survey. Buyer has 30 er-clays following the receipt of the Title Commitment and Underlying Documents to satisfy itself with regard to any ALTA title supplement based upon a survey prepared to American Land Title Association("ALTA")standards for an owner's policy by a licensed surveyor,showing the legal description and boundary lines of the Property,any easements of record,and any improvements,poles,structures and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer's direction and expense. If Buyer has obtained a survey and approved the ALTA title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage owner's form of title policy,in which event Buyer shall pay any additional premium attributable thereto. (h) Existing Leases and Tenancy Statements. Seller shall within Geer 15 days following the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases,subleases or rental arrangements(collectively,"Existing Leases") affecting the Property,and with a tenancy statement("Estoppel Certificate")in the latest form or equivalent to that published by the AIR,executed by Seller and/or each tenant and subtenant of the Property. Seller shall use its best efforts to have each tenant complete and execute an Estoppel Certificate. If any tenant fails or refuses to provide an Estoppel Certificate then Seller shall complete and execute an Estoppel Certificate for that tenancy. Buyer has 30 days from the receipt of said Existing Leases and Estoppel Certificates to satisfy itself with regard to the Existing Leases and any other tenancy issues. () QivneF�s 4ssoci-tion seller shall w th n 10 nr�days follow ng the Date of Agreement pnev de Buyer w th a statement end transfer package from any owner's asset ation SeFV ring the Praperty. Such transfer package sh,11 t,mmmuum ndudle: Eep es of the asseciatien's bylaws,articles ef FEEFPacatien, current budget and financial statement. R jyeF has 10 days from (j) Other Agreements. Seller shall within 10 or,—_ days following the Date of Agreement provide Buyer with legible copies of all other agreements("Other Agreements")known to Seller that will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy itself with regard to such Agreements. (k) Financing If paragraph 9 hargaf&al ng w th a financ ng contingency lh�� not been�tr ckon,the satisfaction or...avor of ch New I can contingency (1) Existing Notes. if paragraph 3 1(G)has not been stF Glaan,Seller shall W th R 10 OF — days follow Rg the Date of Statements to satisfy t5eff w th regard to such financ ng. Buyer's ob'gation to close is cord u0Fed upon Buyer being able to purchase the Property w thout acceleration or change in the terms of any Ex sting Plates or charges to Buyer except as otherw se Agreement pre,de Rwyer w th a e9py 9f the pFepesed Purehase Money Plate and Pwehase MeRey Deed of 4ust Ruyer has 19 9F (m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or _ days following the Date of Agreement to satisfy itself with regard to the title condition of such personal property. Seller recommends that Buyer obtain a UCC-1 report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or Page 4 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS 0 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 encumbrances affecting such personal property that it is aware of within 10 or _ days following the Date of Agreement. (n) Destruction,Damage or Loss. Subsequent to the Date of Agreement and prior to Closing there shall not have occurred a destruction of,or damage or loss to,the Property or any portion thereof,from any cause whatsoever,which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure is$10,000.00 or less,Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option,within 10 days after receipt of written notice of a loss costing more than$10,000.00 to repair or cure,to either terminate this Agreement or to purchase the Property notwithstanding such loss,but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than$10,000.00,and Buyer does not elect to terminate this Agreement,Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing,Escrow Holder shall assume no such destruction,damage or loss has occurred prior to Closing. (a) Material Change. Buyer shall have 30 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change. "Material Change"shall mean a substantial adverse change in the use,occupancy,tenants, title,or condition of the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing,Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement. (q) Brokerage Fee. Payment at the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder executed by Seller and Brokers("Brokerage Fee'). It is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee is concerned,and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement,without the written consent of Brokers. 9.2 All of the contingencies specified in subparagraphs(a)through(m)of paragraph 9.1 are for the benefit of,and may be waived by,Buyer,and may be elsewhere herein referred to as"Buyer's Contingencies." 9.3 If any of Buyer's Contingencies or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner("Disapproved Item"),Seller shall have the right within 10 days following the receipt of notice of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date("Seller's Election"). Seller's failure to give to Buyer within such period,written notice of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to cure such Disapproved Item. If Seller elects,either by written notice or failure to give written notice,not to cure a Disapproved Item,Buyer shall have the right,within 10 days after Seller's Election to either accept title to the Property subject to such Disapproved Item,orto terminate this Agreement. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyer's election to terminate this Agreement. The above time periods only apply once for each Disapproved Item. Unless expressly provided otherwise herein,Seller's right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the Financing Contingency. Unless the Parties mutually instruct otherwise,if the time periods for the satisfaction of contingencies or for Seller's and Buyer's elections would expire on a date after the Expected Closing Date,the Expected Closing Date shall be deemed extended for 3 business days following the expiration of:(a)the applicable contingency period(s),(b)the period within which the Seller may elect to cure the Disapproved Item,or(c)if Seller elects not to cure,the period within which Buyer may elect to proceed with this transaction,whichever is later. 9.4 The Parties acknowledge that extensive local,state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of the impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties,and Buyer and Seller are not relying upon any investigation by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective interests herein. 10. Documents Required at or Before Closing. 10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the Parties. 10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing: (a) Grantor general warranty deed,duly executed and in recordable form,conveying fee title to the Property to Buyer. (b) If applicable,the Beneficiary Statements concerning Existing Note(s). (c) If applicable,the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AIR or its equivalent. (d) If applicable,Estoppel Certificates executed by Seller and/or the tenant(s)of the Property. (e) An affidavit executed by Seller to the effect that Seller is not a"foreign person"within the meaning of Internal Revenue Code Section 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers. (f) If the Property is located in California,an affidavit executed by Seller to the effect that Seller is not a"nonresident" within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller does not provide such affidavit inform reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute. (g) If applicable,a bill of sale,duly executed,conveying title to any included personal property to Buyer. (h) If the Seller is a corporation,a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the Property. 10.3 Buyer shall deliver to Seller through Escrow: (a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder,byfederal funds wire transfer,or any other method acceptable to Escrow Holder in immediately collectable funds,no later than 2:00 P.M.on the business day prior to the Expected Closing Date provided,however, that Buyer shall not be required to deposit such monies into Escrow if at the time set for the deposit of such monies Seller is in default or has indicated that it will not perform any of its obligations hereunder. Instead,in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available. (b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement,the duly executed Page 5 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS 0 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 originals of those documents,the Purchase Money Deed of Trust being in recordable form,together with evidence of fire insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee,and areal estate tax service contract(at Buyer's expense),assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase Money Note. (c) The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c)above,duly executed by Buyer. (d) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements. (e) If applicable,a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes. (f) If the Buyer is a corporation,a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property. 10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage(or ALTA extended,if elected pursuant to 9.1(g))owner's form policy of title insurance effective as of the Closing,issued by the Title Company in the full amount of the Purchase Price,insuring title to the Property vested in Buyer,subject only to the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction,the polity of title insurance shall be a joint protection policy insuring both Buyer and Seller. IMPORTANT:IN A PURCHASE OR EXCHANGE OF REAL PROPERTY,IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 11. Prorations and Adjustments. 11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing,based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill. 11.2 Insurance. WARNING:Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property. 11.3 Rentals,Interest and Expenses. Scheduled rentals,interest on Existing Notes,utilities,and operating expenses shall be Prorated as of the date of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing. 11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing. 11.5 Post Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount due is determined. 11.6 Variations in Existing Note Balances. In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s),and in the event that a Beneficiary Statement as to the applicable Existing Note(s)discloses that the unpaid principal balance of such Existing Notes)at the closing will be more or less than the amount set forth in paragraph 3.1(c)hereof("Existing Note Variation"),then the Purchase Money Note(s)shall be reduced or increased by an amount equal to such Existing Note Variation. If there is to be no Purchase Money Note,the cash required at the Closing per paragraph 3.1(a)shall be reduced or increased by the amount of such Existing Note Variation. 11.7 Variations in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth in paragraph 5.1,then the amount of the Purchase Money Note,if any,shall be reduced by the amount of such excess. 11.8 Owner's Association Fees. Escrow Holder shall:(i)bring Seller's account with the association current and pay any delinquencies or transfer fees from Seller's proceeds,and(H)pay any upfront fees required by the association from Buyer's funds. 12. Representations and Warranties of Seller and Disclaimers. 12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years,and any lawsuit or action based upon them must be commenced within such time period. Seller's warranties and representations are true,material and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers: (a) Authority of Seller. Seller is the owner of the Property and/or has the full right,power and authority to sell,convey and transfer the Property to Buyer as provided herein,and to perform Seller's obligations hereunder. (b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1(n) hereof,Seller shall maintain the Property until the Closing in its present condition,ordinary wear and tear excepted. (c) Hazardous Substances/Storage Tanks. Seller has no knowledge,except as otherwise disclosed to Buyer in writing, of the existence or prior existence on the Property of any Hazardous Substance,nor of the existence or prior existence of any above or below ground storage tank. (d) Compliance. Seller has no knowledge of any aspect or condition of the Property which violates applicable laws,rules, regulations,codes or covenants,conditions or restrictions,or of improvements or alterations made to the Property without a permit where one was required,or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company requiring any investigation,remediation,repair,maintenance or improvement be performed on the Property. (e) Changes in Agreements. Prior to the Closing,Seller will not violate or modify any Existing Lease or Other Agreement,or create any new leases or other agreements affecting the Property,without Buyer's written approval,which approval will not be unreasonably withheld. (f) Possessory Rights. Seller has no knowledge that anyone will,at the Closing,have any right to possession of the Property,except as disclosed by this Agreement or otherwise in writing to Buyer. (g) Mechanics'Liens. There are no unsatisfied mechanics'or materialmens'lien rights concerning the Property. (h) Actions,Suits or Proceedings. Seller has no knowledge of any actions,suits or proceedings pending or threatened before any commission,board,bureau,agency,arbitrator,court or tribunal that would affect the Property or the right to occupy or utilize same. (i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change(see paragraph 9.1(0))affecting the Property that becomes known to Seller prior to the Closing. Page 6 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS 0 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 (j) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding. (k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy,insolvency or probate proceeding. (1) Personal Property. Seller has no knowledge that anyone will,at the Closing,have any right to possession of any personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise in writing to Buyer. 12.2 Buyer hereby acknowledges that,except as otherwise stated in this Agreement,Buyer is purchasing the Property in its existing condition and will,by the time called for herein,make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in,and its contemplated use of,the Property. The Parties acknowledge that,except as otherwise stated in this Agreement,no representations,inducements,promises,agreements,assurances,oral or written,concerning the Property,or any aspect of the occupational safety and health laws,Hazardous Substance laws,or any other act,ordinance or law, have been made by either Parry or Brokers,or relied upon by either Party hereto. 12.3 In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing,and Buyer elects to purchase the Property anyway then,and in that event,Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said representation or warranty. 12.4 Any environmental reports,soils reports,surveys,and other similar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller's representatives,have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency,accuracy,completeness,and/or validity of said documents,all of which Buyer relies on at its own risk. Seller believes said documents to be accurate,but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property. 13. Possession. Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Existing Leases. 14. Buyer's Entry. At any time during the Escrow period,Buyer,and its agents and representatives,shall have the right at reasonable times and subject to rights of tenants,to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted,however,without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work,unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work,including the re-compaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify,defend,protect and hold harmless Seller and the Property of and from any and all claims,liabilities,losses,expenses(including reasonable attorneys'fees),damages,including those for injury to person or property,arising out of or relating to any such work or materials or the acts or omissions of Buyer,its agents or employees in connection therewith. 15. Further Documents and Assurances. The Parties shall each,diligently and in good faith,undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when required by this Agreement. The Parties agree to provide all further information,and to execute and deliver all further documents,reasonably required by Escrow Holder or the Title Company. 16. Attorneys'Fees. If any Parry or Broker brings an action or proceeding(including arbitration)involving the Property whether founded in tort,contract or equity,or to declare rights hereunder,the Prevailing Party(as hereafter defined)in any such proceeding,action,or appeal thereon,shall be entitled to reasonable attorneys'fees and costs. Such fees may be awarded in the same suit or recovered in a separate suit,whether or not such action or proceeding is pursued to decision or judgment. The term"Prevailing Parry"shall include,without limitation,a Party or Broker who substantially obtains or defeats the relief sought,as the case maybe,whether by compromise,settlement,judgment,or the abandonment by the other Party or Broker of its claim or defense. The attorneys'fees award shall not be computed in accordance with any court fee schedule,but shall be such as to fully reimburse all attorneys'fees reasonably incurred. 17. Prior Agreements/Amendments. 17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property. 17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller. IRI Ifthsgalp g not rang -mmated d -eta the default at ether the Buyer or Selle�,the defaulting Party shall be liable to and shall pay to Broke"the Brokerage Fan that Brolka"w, mm,t,d fR .y-rsth-d-fa Iting Party,payment of sa d Rrolkerage Fee i� n add tion to any nhi gation with respect to I q -dated or other dlam�ges, 18.2 Upon the Clas ng,Brokers are author ad to pub!we the facts of th�tr-n...tion 19. Notices. 19.1 Whenever any Party,Escrow Holder or Brokers herein shall desire to give or serve any notice,demand,request, approval,disapproval or other communication,each such communication shall be in writing and shall be delivered personally,by messenger,or by mail,postage prepaid,to the address set forth in this agreement or by facsimile transmission,electronic signature, digital signature,or email. 19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered,or transmitted by facsimile transmission,electronic signature,digital signature,or email. Any such communication sent by regular mail shall be deemed given 48 hours afterthe same is mailed. Communications sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. If such communication is received on a Saturday,Sunday or legal holiday,it shall be deemed received on the next business day. 19.3 Any Party or Broker hereto may from time to time, by notice in writing,designate a different address to which,or a different person or additional persons to whom,all communications are thereafter to be made. 20. Duration of Offer. 20.1 If this offer is not accepted by Seller on or before 5:00 P.M.according to the time standard applicable to the city of Page 7 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS 0 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 Fountain Valley.California on the date of September 29, 2017 ,it shall be deemed automatically revoked. 20.2 The acceptance of this offer,or of any subsequent counteroffer hereto,that creates an agreement between the Parties as described in paragraph 1.2,shall be deemed made upon delivery to the other Parry or either Broker herein of a duly executed writing unconditionally accepting the last outstanding offer or counteroffer. 21. LIQUIDATED DAMAGES. (This Liquidated Damages Paragraph is applicable only if initialed by both Partiesl. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX,PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE,IF,AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT,SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $150 000 00 . UPON PAYMENT OF SAID SUM TO SELLER,BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER,AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER. Buyer's Initials Seller's Initials 22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if initialed by both Parties.) 22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY,SHALL BE DETERMINED BY BINDING ARBITRATION BY,AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION("COMMERCIAL RULES"). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. THE NUMBER OF ARBITRATORS SHALL BE AS PROVIDED IN THE COMMERCIAL RULES AND EACH SUCH ARBITRATOR SHALL BE AN IMPARTIAL REAL ESTATE BROKER WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THE ARBITRATOR OR ARBITRATORS SHALL BE APPOINTED UNDER THE COMMERCIAL RULES.AND SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW,THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO,AND UPON THE EVIDENCE PRODUCED ATAN ARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS,BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING,AND MAY INCLUDE ATTORNEYS'FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAYBE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT. 22.2 BUYER'5 RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT INA COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE. 22.3 NOTICE:BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE"ARBITRATION OF DISPUTES"PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE"ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION,YOU MAYBE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE"ARBITRATION OF DISPUTES"PROVISION TO NEUTRAL ARBITRATION. Buyer's Initials Seller's Initials 23. Miscellaneous. 23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the time that the Agreement is executed. 23.2 Applicable Law. This Agreement shall be governed by,and paragraph 22.3 is amended to refer to,the laws of the state in which the Property is located. Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated in the county in which the Property is located. 23.3 Time of Essence. Time is of the essence of this Agreement. 23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts,each of which shall be deemed an original,and all of which together shall constitute one and the same instrument. Escrow Holder,after verifying that the counterparts are identical except for the signatures,is authorized and instructed to combine the signed signature pages on one of the counterparts,which shall then constitute the Agreement. 23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 23.6 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. Seller and Buyer must initial any and all handwritten Provisions. 23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a 1031 exchange. Any party initiating an exchange shall bear all costs of such exchange. The cooperating Party shall not have any liability(special or otherwise)for damages to the exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange. 23.8 Days. Unless otherwise specifically indicated to the contrary,the word"days"as used in this Agreement shall mean and refer to calendar days. 24. Disclosures Regarding The Nature of a Real Estate Agency Relationship. 24.1 The Parties and Brokers agree that their relationships)shall be governed by the principles set forth in the applicable sections of the California Civil Code,as summarized in paragraph 24.2. Page 8 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS 0 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 24.2 When entering into a discussion with areal estate agent regarding a real estate transaction,a Buyer or Seller should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the Brokers in this transaction,as follows: (a) Seller's Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations: (1) To the Seller:A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Seller. (2)To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b.A duty of honest and fair dealing and good faith. c.A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Parry which does not involve the affirmative duties set forth above. (b) Buyer's Agent. A selling agent can,with a Buyer's consent,agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent,even if by agreement the agent may receive compensation for services rendered,either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1)To the Buyer:A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Buyer. (2)To the Buyer and the Seller: a.Diligent exercise of reasonable skills and rare in performance of the agent's duties. b.A duty of honest and fair dealing and good faith. c.A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Parry which does not involve the affirmative duties set forth above. (c) Agent Representing Both Seller and Buyer. A real estate agent,either acting directly or through one or more associate licenses,can legally be the agent of both the Seller and the Buyer in a transaction,but only with the knowledge and consent of both the Seller and the Buyer. (1)In a dual agency situation,the agent has the following affirmative obligations to both the Seller and the Buyer:a.A fiduciary duty of utmost care,integrity,honesty and loyalty in the dealings with either Seller or the Buyer.b.Other duties to the Seller and the Buyer as stated above in their respective sections(a)or(b)of this paragraph 24.2. (2)In representing both Seller and Buyer,the agent may not without the express permission of the respective Party,disclose to the other Party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. (3)The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired,consult a competent professional. (d) Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure,depending upon the number of agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented, considering the relationship between them and the real estate agent in this transaction and that disclosure. Buyer and Seller each acknowledge receipt of a disclosure of the possibility of multiple representation by the Broker representing that principal. This disclosure may be part of a listing agreement,buyer representation agreement or separate document. Buyer understands that Broker representing Buyer may also represent other potential buyers,who may consider,make offers on or ultimately acquire the Property. Seller understands that Broker representing Seller may also represent other sellers with competing properties that may be of interest to this Buyer. Brokers have no responsibility with respect to any default or breach hereof by either Parry. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty,error or omission relating to this transaction may be brought against Broker more than one year after the Date of Agreement and that the liability(including court costs and attorneys' fees),of any Broker with respect to any breach of duty,error or omission relating to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement;provided,however,that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 24.3 Confidential Information. Buyer and Seller agree to identify to Brokers as"Confidential"any communication or information given Brokers that is considered by such Party to be confidential. 25. Construction of Agreement. In construing this Agreement,all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Agreement. Whenever required by the context,the singular shall include the plural and vice versa. This Agreement shall not be construed as if prepared by one of the Parties,but rather according to its fair meaning as a whole, as if both Parties had prepared it. 26. Additional Provisions. Additional provisions of this offer,if any,are as follows or are attached hereto as Addendum #1 byan-addend um or addenda consisting of paragraphs 27 through 33 . (If there are no additional provisions write"NONE".) ATTENTION:NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR ORE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY.SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF THE PROPERTY,THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS,AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE. WARNING:IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. NOTE: 1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY. 2. IF EITHER PARTY IS A CORPORATION,IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS. The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof. Page 9 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS 0 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 Date: BROKER BUYER Cushman&Wakefield Orange County Sanitation District Attn: John Gallivan By: Title: Executive Director Name Printed: Gregory C.Sebourn Title: Board Chairman Address: 2020 Main Street, Suite 100 Phone: 714-593-7433 Irvine, CA 92614 Fax: 714-962-0356 Phone: 949-474-4004 Email: Fax: 949-474-0405 Email: iohn.clallivan(g)cushwake.com ATTEST: Federal ID No.: _ Name Printed: Kelly A. Lore Broker/Agent BRE License#: 01096309 Title: Clerk of the Board Phone: 714593-7433 APPROVED AS TO FORM: Fax: 714-962-0356 Email:klore@omd.com Bradley R.Hogin Address: _ General Counsel Federal ID No.: 27. Acceptance. 27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein specified. 27.2 In consideration of real estate brokerage service rendered by Brokers, Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to 3.5 %of the Purchase Price to be divided between the Brokers as follows:Seller's Broker 1.75 %and Buyer's Broker 1.75 %. This Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing. 27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer. NOTE:A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT. Date: BROKER SELLER NAI Capital Inc K&A Investments LP Attn: Steven Hogberg By: Title: Senior Vice President Name Printed: Title: Address: 1920 Main Street Suite 100 Phone: _ Irvine, CA 92614 Fax: Phone: 949-468-2382 Email: Fax: 949-468-2301 Email: shogberg(C)naicapital.com By: Federal ID No.: 47-4916247 Name Printed: _ Broker/Agent BRIE License#: 00871821101990696 Title: Phone: Fax: Email: Address: _ Federal ID No.: AIR CRE.500 North Brand 3W,Suite 900,Glendale,CA 91203,Tel 213-687-8777,Email contracts@aimre.com NOTICE: No part of these works maybe reproduced In any form without permission In writing. Page 10 of 10 INITIALS Last Edited:9/19/2017 9:36AM INITIALS @ 2017 AIR CRE. All Rights Reserved. OFA-20.00,Revised 01-03-2017 1YA1 Capital Commeroial Real Estate Services,worldwide. SALE DISCLAIMER PROPERTY:18350 Mt Lanelev.Fountain Valley,CA 92708 (The"Property") 1. LEGAL EFFECT. Upon acceptance of the Purchase Contract and Deposit Receipt, or any counteroffer thereto,Seller and Buyer both intend to have a binding legal agreement for the purchase of the Premises on the terms and conditions set forth therein. Broker shall have no responsibility for any default or breach by Seller or Buyer. The parties hereto agree that no lawsuit,arbitration or other proceeding involving any breach of duty,worn, or omission relating to the sale may be brought against Broker more than one (1)year after the sale is executed by Seller and Buyer and that the liability(including court costs and attomy's fees) of any Broker with respect to any breach of duty,error or omission relating to the sale shall not exceed such fee received by such Broker arising out of said sale;provided,however,that the foregoing limitation on each Broker's monetary liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 2. Seller and Buyer acknowledge that Broker is not qualified to practice law, nor authorized to give legal advice or counsel you as to any legal matters affecting this document. Broker hereby advises Seller and Buyer to consult with their respective attorneys in connection with any questions each may have as to legal ramifications or effects of this document,prior to its execution. 3. FORM OF PURCHASE CONTRACT AND DEPOSIT RECEIPT. The proposed document is a standard form document, and Broker makes no representations or warranties with respect to the adequacy of this document for either Seller's or Buyer's particular purposes. Broker has, at the direction of Seller and/or Buyer, "filled in the blanks" from information provided to Broker based on prior correspondence, discussions of the parties with respect to the Purchase Contract and Deposit Receipt, and subsequent counteroffers between the parties hereto. By initialing this paragraph, Seller and Buyer acknowledge and agree that the Purchase Contract and Deposit Receipt is delivered to each subject to the express condition that Broker has merely followed the instructions of the parties in preparing this document, and does not assume any responsibility for its accuracy,completeness or form. Seller and Buyer acknowledge and agree that in providing this document,Broker has acted to expedite this transaction on behalf of Seller and Buyer, and has functioned within the scope ofprofessional ethics by doing so. 4. NO INDEPENDENT INVESTIGATION. Seller and Buyer acknowledge and understand that any financial statements,information,reports,or written materials of any nature whatsoever,as provided by the parties to Broker,and thereafter submitted by Broker to either Seller and/or Buyer,are so provided without any independent investigation by Broker, and as such Broker assumes no responsibility or liability for the accuracy or validity of the same. Any verification of such submitted documents are solely and completely the responsibility of the party to whom such documents has been submitted. 5. NO WARRANTY. Seller and Buyer acknowledge and agree that no warranties, recommendations or representations arc made by the Broker as to the accuracy,the legal sufficiency,the legal effect of the tax consequences of any of the documents submitted by Broker to Seller and/or Buyer referenced in Paragraph 3 above, nor of the legal sufficiency, legal effect, or tax consequences of the transactions contemplated thereby. Furthermore, Seller and Buyer acknowledge and agree that Broker has made no representations concerning the ability of the Buyer to use the Premises for their intended use, and Buyer is relying solely on its own investigation of the Premises in accepting the Purchase Contract and Deposit Receipt. 6. NOTICE REGARDING HAZARDOUS WASTES OR SUBSTANCES AND UNDERGROUND STORAGE TANKS. Although Broker will disclose any knowledge it actually possesses with respect to the existence of any hazardous wastes, substances, or underground storage tanks at the Premises, Broker has not made any independent investigations or obtained reports with respect thereto, except as may be described in a separate written document signed by Broker.All parties hereto acknowledge and understand that Broker makes no representations regarding the existence or nonexistence of hazardous wastes, substances,or underground storage tanks at the Premises. Each party should contact a professional,such as a civil engineer, geologist, industrial hygienist or other persons with experience in these matters ro advise you concerning the property. Build on the power of our network.o' Over 325 offices worldwide. 7. DISCLOSURE RESPECTING AMERICANS WITH DISABILITIES ACT. The United States Congress has recently enacted the Americans With Disabilities Act. Among other things, this act is intended to make many business establishments equally accessible to persons with a variety of disabilities; modifications to real property may be required. State and local laws also may mandate changes. Broker is not qualified to advise you as to what, if any, changes may be required now or in the future. Broker recommends that you consul the attorneys and qualified design professionals of you choice for information regarding these matters. 8. ATTORNEYS' FEES. In any action, proceeding or arbitration arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees and costs. 9. ENTIRE AGREEMENT.This document constitutes the entire agreement between parties with respect to the subject matter contained herein an supersedes all prior or contemporaneous agreements, representations,negotiations and understanding of the parties,other than such writings as may be executed and/or delivered by the parties pursuant hereto. There are no oral agreements or implied covenants by the Seller or Buyer,or by the respective employees,or other representatives. Date: Date: Seller: Buyer: K&A Investments,LP Orange County Sanitation Disctrict NAI Capital Commercial Real Eelate Services,Worltlwine. 627-s niulaw (3 04 3016) N/AI Capital Commercial Beat Estate Services.Wo lchaida. IMPORTANT NOTICES PLEASE READ THESE NOTICES CAREFULLY 1. NOTICE REGARDING LAND AND BUILDING SIZE:BuyerNser is advised that actual dimensions of the Property and any improvements constructed thereon may be different from information printed on marketing brochures provided in Buyer/ser by Broker.Broker is unable to confirm,guarantee or warrant the size of property or the buildings located on the Property.Buyer/User is hereby advised by Broker to rely solely on information provided m Buyer/ser by its own building inspector or contractor as to the size of such land and buildings.Broker is hereby held harmless by Buyer/User for any inconsistencies in land and building size which may exist between actual sin and information printed on marketing brochures,or otherwise provided to Buyer/Owner. 2. NOTICE TO VERIFY INFORMATION. The information presented by Broker to BuyerNser and/or its Agent has been received from Owner or other sources we deem reliable, but should not be relied upon,and is subject to error or change. BuyerNser is urged to independently confirm all information provided by Broker and Owner, and to conduct a thorough investigation of all aspects of the Property and the contemplated transaction. 3. NOTICE REGARDING ADA: Owners and prospective buyers and lessees of real property may be subject to the Americans with Disabilities Act("the ADA"),a Federal Law codified at 42 USC Section 12101 et seq.Among other requirements of the ADA that could apply W this Property,Title III of the ADA requires owners and lessees of'public accommodations"to remove barriers to access by disabled persons and provide auxiliary aid and services for hearing,vision or speech impaired persons prior to January 26, 1992. The regulations under Title III of the ADA are codified at 28 CIT.Part 36.Broker specifically recommends that all parties m this Agreement review the proposed transaction with respective legal counsel to determine if the requirements of the ADA might apply.Broker makes no representation with regard to the ADA and its potential impact on this transactio r or the parties thereto. 4. NOTICE REGARDING EARTHQUAKE SAFETY:Buyer/User and Owner are hereby notified that the Spate of California has enacted legislation which may require Owners of masonry buildings to provide Users with"The Commercial Property Owner's Guide to Earthquake Safety"available from the State.This legislation pertains to buildings constructed before 1975 with precast (tilt-up)concrete or reinforced masonry walls and wood-frame Floors or roof,or umeinforced masonry walls. Broker recommends that all parties to this transaction review the proposed transaction with regard to the above legislation,and if appropriate,to determine if this law would apply to the Property.Broker has made no representations with respect to the above legislation and its potential impact on this Agreement. 5. NOTICE REGARDING BUILDING SYSTEMS AND ELECTRICAL SERVICES:Buyer/User is hereby advised to conduct a thorough investigation of the Property,including but not limited to foundation,roof,plumbing,heating,air conditioning,electrical, mechanical and other structural and non-structural systems and components ofthis Property. Buyer/ser is also advised that actual electrical service to the Property may be different from information printed on marketing brochures provided to Buyer/User by Broker.Broker is unable to confirm,guarantee or warrant the amount of electrical service actually supplied to power panels on the Property.Buyer/User is hereby advised by Broker to rely solely on information provided to BuyerNser by its own electrical contractor or on information provided to Buyer/User by the utility company.Broker is hereby held harmless by Buyer/User for any electrical service deficiencies or other physical condition which may exist on the Property. 6. NOTICES REGARDING HAZARDOUS SUBSTANCES: Under Federal and State laws governing the use, storage, handling, cleanup, removal and disposal of"hazardous wastes or substances." An owner and other users of real property can be held responsible for the cost to clean up hazardous wastes,for the payment of damages and for the modification of the real property to conform with environmental safety standards(for example:the removal of asbestos and the closure of underground storage tanks). "Hazardous wastes and substances"includes,but is not limited to:any petroleum based products,paints and solvents,lead,cyanide, DDT,printing inks,acids,pesticides,ammonium compounds,asbestos,PCBs and toxic chemical products. Since these laws affect every kind of real property,it is essential that legal and technical advice be obtained by you to determine whether the laws have been complied with,and what,if anything,is required to,be done in connection with the proposed transaction involving the real property described above,to minimize your liability.Such professionals as atmmeys,engineers and geologists specializing in toxic waste matters are among those you should consult a obtain a clear understanding ofthe condition of the real property and your rights and obligations under the hazardous waste laws in connection with this transaction. A Broker most disclose to all prospective parties in this mannerism m any knowledge it actually possess concerning the condition of the property described above and the existence of hazardous wastes,substances,or underground storage looks on the Property.In addition,neither Broker nor any of its employees or agents has made any investigations or obtained reports regarding the condition of the Property or the past or present existence of hazardous wastes or substances on the Property. Therefore,for the purposes of this transaction,neither Broker nor any of its employees or agents makes any representation to any prospective Buyer/User concerning the condition of the Property or the existence or nonexistence of hazardous wastes or substances,or underground storage tanks on the Property. If you own the real property described above,you are hereby notified that prospective purchasers or Lessees may feel that the potential for liability for remedial costs necessitates an environmental audit or investigation of the property prior to closing in order m discover whether the name and/or quantity of,existence,use,manufacture or effect of any hazardous substances on the property renders is subject to Federal,State or local regulation,investigation,remediation or removal as potentially injurious to public health or welfare.Broker hereby disclaims any liability for damages to you stemming from the initiation,completion or result of any such investigation. WE STRONGLY RECOMMEND THAT YOU RETAIN LEGAL,ENGINEERING AND GEOLOGICAL EXPERTS TO ADVISE YOU AS WELL AS ANY OTHER EXPERTS WHICH YOU OR THEY MAY DEEM APPROPRIATE. Receipt of the above Important Notices is hereby acknowledged: BUYER/USER: Orange County Saturation District OWNER: K&A Investments,LP By: By: .—s ri—t.1.300] Mp sss N,t-,.305 PAIR04 DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Code) When you enter into a discussion with areal estate agent regarding areal estate transaction,you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT("Seller"Includes both a vendor and a lessor) A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller:A fiduciary duty of utmost care,integrity,honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT("Buyer"includes both a purchaser and a lessee) A selling agent can,with a Buyer's consent,agree to act as agent for the Buyer only. In these situations,the agent is not the Seller's agent,even if by agreement the agent may receive compensation for services rendered,either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer:A fiduciary duty of utmost care,integrity,honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention and observation of,the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent,either acting directly or through one or more associate licensees,can legally be the agent of both the Seller and the Buyer in a transaction,but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation,the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care,integrity,honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer,the agent may not,without the express permission of the respective party,disclose to the other party that the Seller will accept a priceless than the listing price or that the Buyer will pay a price greater than the price offered. The above duties of the agent in areal estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired,consult a competent professional. Throughout your real property transaction you may receive more than one disclosure form,depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you,considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24,inclusive, of the Civil Code set forth on page 2.Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK(OR A SEPARATE PAGE). ❑ Buyer ❑Seller ❑Lessor ❑ Lessee Date: ❑ Buyer ❑Seller ❑Lessor ❑ Lessee Date: Agent: NAI Capital, Inc. BRE Lic.M 01990696 Real Estate Broker(Firm) By: Steven Hogberg BRE Lic.M 00871821 Date: (Salesperson or Broker-Associate) NOTE: •When the listing brokerage company also represents Buyer/Lessee: The Listing Agent shall have one Agency Disclosure form signed by Seller/Lessor and a second Agency Disclosure form signed by Buyer/Lessee. •When Seller/Lessor and Buyer/Lessee are represented by different brokerage companies: (1)the Listing Agent shall have one Agency Disclosure form signed by Seller/Lessor and III)the Buyer's/Lessee's Agent shall have one Agency Disclosure form signed by Buyer/Lessee and either that same or a different Agency Disclosure form presented to Seller/Lessor for signature prior to presentation of the offer. If the same form is used,Seller/Lessor may sign here: Date: Seller/Lessor Page 1 of 4 INITIALS Last Edited:9/19/2017 9:36AM INITIALS ®2017 AIR CRE. All Rights Reserved. AD-2.00,Revised 01-03-2017 THIS FORM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION 15 MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM. Page 2 of 4 INITIALS Last Edited:9/19/2017 9:36AM INITIALS ®2017 AIR CRE. All Rights Reserved. AD-2.00,Revised 01-03-2017 DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODE SECTIONS 2079.13 THROUGH 2O79.24 (2079.16 APPEARS ON THE FRONT) 2079.13 As used in Sections 2079.14 to 2079.24,inclusive,the following terms have the following meanings: (a) "Agent"means a person acting under provisions of Title 9(commencing with Section 2295)in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3(commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code,and under whose license a listing is executed or an offer to purchase is obtained. (b) "Associate licensee"means a person who is licensed as areal estate broker or salesperson under Chapter 3(commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code and who is either licensed under a broker or has entered into a written contract with a broker to act as the broker's agent in connection with acts requiring areal estate license and to function under the broker's supervision in the capacity of an associate licensee. The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent. When an associate licensee owes a duty to any principal,or to any buyer or seller who is not a principal,in a real property transaction,that duty is equivalent to the duty owed to that party by the broker for wham the associate licensee functions.(c)"Buyer" means a transferee in a real property transaction,and includes a person who executes an offer to purchase real property from a seller through an agent,or who seeks the services of an agent in more than a casual,transitory,or preliminary manner,with the object of entering into a real property transaction."Buyer" includes vendee or lessee.(d)"Commercial real property"means all real property in the state,except single-family residential real property,dwelling units made subject to Chapter 2(commencing with Section 1940)of Title S,mobilehomes,as defined in Section 798.3,or recreational vehicles,as defined in Section 799.29.(a) "Dual agent"means an agent acting,either directly or through an associate licensee,as agent for both the seller and the buyer in a real property transaction.(f) "Listing agreement"means a contract between an owner of real property and an agent,by which the agent has been authorized to sell the real property or to find or obtain a buyer.(g) "Listing agent"means a person who has obtained a listing of real property to act as an agent for compensation. (h) "Listing price"is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the listing agent.(I)"Offering price"is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property.(1)"Offer to purchase"means a written contract executed by a buyer acting through a selling agent that becomes the contract for the sale of the real property upon acceptance by the seller.(k) "Real property"means any estate specified by subdivision(1)or(2)of Section 761 in property that constitutes or is improved with one to four dwelling units,any commercial real property,any leasehold in these types of property exceeding one year's duration,and mobilehomes,when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code.(1) "Real property transaction"means a transaction for the sale of real property in which an agent is employed by one or more of the principals to act in that transaction,and includes a listing or an offer to purchase.(m) "Sell,""sale,"or"sold"refers to a transaction for the transfer of real property from the seller to the buyer,and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985,and transactions for the creation of a leasehold exceeding one year's duration.(n)"Seller"means the transferor in a real property transaction,and includes an owner who lists real property with an agent,whether or not a transfer results,or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another."Seller"includes both a vendor and a lessor.(o)"Selling agent"means a listing agent who acts alone,or an agent who acts in cooperation with a listing agent,and who sells or finds and obtains a buyer for the real property,or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller.(p)"Subagent"means a person to whom an agent delegates agency powers as provided in Article 5(commencing with Section 2349)of Chapter 1 of Title 9. However,"subagent"does not include an associate licensee who is acting under the supervision of an agent in a real property transaction. 2079.14 Listing agents and selling agents shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16,and,except as provided in subdivision(c),shall obtain a signed acknowledgement of receipt from that seller or buyer,except as provided in this section or Section 2079.15,as follows:(a)The listing agent,if any,shall provide the disclosure form to the seller prior to entering into the listing agreement.(b)The selling agent shall provide the disclosure form to the seller as soon as practicable prior to presenting the seller with an offer to purchase,unless the selling agent previously provided the seller with a copy of the disclosure form pursuant to subdivision(a).(c)Where the selling agent does not deal on a face-to-face basis with the seller,the disclosure form prepared by the selling agent may be furnished to the seller(and acknowledgement of receipt obtained for the selling agent from the seller)by the listing agent,or the selling agent may deliver the disclosure form by certified mail addressed to the seller at his or her last known address,in which case no signed acknowledgement of receipt is required.(d)The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase,except that if the offer to purchase is not prepared by the selling agent,the selling agent shall present the disclosure form to the buyer not later than the next business day after the selling agent receives the offer to purchase from the buyer. 2079.15 In any circumstance in which the seller or buyer refuses to sign an acknowledgement of receipt pursuant to Section 2079.14, the agent,or an associate licensee acting for an agent,shall set forth,sign,and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this form. 2079.17 (a)As soon as practicable,the selling agent shall disclose to the buyer and seller whether the selling agent is acting in the real property transaction exclusively as the buyer's agent,exclusively as the seller's agent,or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller,the buyer,and the selling agent prior to or coincident with execution of that contract by the buyer and the seller,respectively.(b)As soon as practicable,the listing agent shall disclose to the seller whether the listing agent is acting in the real property transaction exclusively as the seller's agent,or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the listing agent prior to or coincident with the execution of that contract by the seller. (c)The confirmation required by subdivisions(a)and(b)shall be in the following form. (M NOf IDMPLETF, SaM%E 0NLTJJ� Is the agent of(check 0rok ❑the seller exclusively:or ❑both the buyer and seller. IM1mu."I tbrny Aseml IMME&PLETE. SAMPLER Is me agent of lcheck one): ❑the buyer exclusively:or❑the seller exclusively:or Ma of selkns All t mr the urne a the Lisboa Asia) ❑both the buyer and Mier. (d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. 2079.18 No selling agent in a real property transaction may act as an agent for the buyer only,when the selling agent is also acting as Page 3 of 4 INITIALS Last Edited:9/19/2017 9:36AM INITIALS ®2017 AIR CRE. All Rights Reserved. AD-2.00,Revised 01-03-2017 the listing agent in the transaction. 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid,or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction,and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting,as a condition of the agent's employment,a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 A dual agent shall not disclose to the buyer that the seller is willing to sell the property at a price less than the listing price, without the express written consent of the seller. A dual agent shall not disclose to the seller that the buyer is willing to pay a price greater than the offering price,without the express written consent of the buyer. This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a listing agent from also being a selling agent,and the combination of these functions in one agent does not,of itself,make that agent a dual agent. 2079.23 (a)A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (b)A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part, including validating the sales price,shall not require,as a condition of receiving the lender's approval of the transaction,the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company. Any clause,provision,covenant,or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy,void,and unenforceable. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees,subagents,and employees or to relieve agents and their associate licensees,subagents,and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. AIR CRE.500 North Brand Blvd,Suite 900,Glendale,CA 91203,Tel 213-07-8777,Email contracts@alrcre.com NOTICE: No part ofthese works maybe reproduced in any form without permission in writing. Page 4 of 4 INITIALS Last Edited:9/19/2017 9:36AM INITIALS ®2017 AIR CRE. All Rights Reserved. AD-2.00,Revised 01-03-2017 STEERING COMMITTEE Meeting Date TOBd.of Dir. 09/27/17 09/27/17 AGENDA REPORT IWrnNumber Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: ACCEPT QUITCLAIMS FOR ELLIS AVENUE EXTENSION IN CONNECTION WITH QUIET TITLE ACTION GENERAL MANAGER'S RECOMMENDATION A. Authorize the General Manager to accept quitclaim deeds, in a form approved by Special Counsel, from Elwayne E. Everett, Dianne Findlay, and Patricia Lynn Frazier quitclaiming their interests in the Ellis Avenue Extension property to the Orange County Sanitation District, and authorizing payment of $500 each to Mr. Everett, Mrs. Findlay, and Ms. Frazier, in connection with the quiet title legal action Orange County Sanitation District v. Elwayne E. Everett et al. [Orange County Superior Court Case No. 30-2017-00929475-CU-OR-CJC]; and B. Authorize the General Manager and Special Counsel to take all actions necessary to record the deeds and obtain a judgment quieting title in the Ellis Avenue Extension property. BACKGROUND In order to establish the Orange County Sanitation District's (Sanitation District) title to a parcel of land within Plant No. 1 known as the "Ellis Avenue Extension" (the Property), the Sanitation District initiated legal action known as "quiet title." This area was once part of Ellis Avenue, but the Sanitation District has continuously used the Property since 1988, during which time it has never been used as a street. The area is presently occupied by portions of the Orange County Water District (OCWD) barrier injection wall, paving, and landscaping, as well as Sanitation District sewerage facilities. Investigation into the record title of the subject property identified three putative owners or their heirs: Mr. Everett, Mrs. Findlay, and Ms. Frazier. The Sanitation District Special Counsel negotiated with Mr. Everett, Mrs. Findlay, and Ms. Frazier to cover their costs to quitclaim their putative interest in the property for$500 each. To complete the title process, the Sanitation District needs to record the quitclaim deeds, and proceed to seek a final judgment from the Court in the legal action, which will confirm the Sanitation District's ownership of the land in question. The Sanitation District will also obtain title insurance for this land. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets Page 1 of 3 PROBLEM The Property, measuring approximately 7,311 square feet and located within Plant No. 1 at or near the OCWD barrier injection wall, was inadvertently not included in the original property acquired by the Sanitation District for Plant No. 1. This land has been continuously used by the Sanitation District since at least 1988 and should be under the Sanitation District's ownership based on its exclusive use of the property for that time. Also, the lack of clarity regarding ownership complicates ongoing discussions with the Orange County Transportation Authority (OCTA) relating to its proposed acquisition of Sanitation District property rights in connection with the 1-405 Improvements Project. PROPOSED SOLUTION Formally acquire the Property through voluntary transfers or releases from the putative owners or through a legal action quieting title. Resolution of the property rights will also facilitate negotiations with OCTA regarding the 1-405 Improvements Project. TIMING CONCERNS The Sanitation District has received a formal offer from OCTA for acquisitions of property rights, and is seeking to resolve property issues this fall. Obtaining the quitclaim deeds will assist in confirming the Sanitation District's property rights in a timely manner, and facilitates negotiations with OCTA. RAMIFICATIONS OF NOT TAKING ACTION Delay in recording the quitclaim deeds from Everett, Findlay, and Frazier may delay formalization of the Sanitation District's property rights and therefore delay negotiations with OCTA. PRIOR COMMITTEE/BOARD ACTIONS The Sanitation District Board previously authorized the commencement of a quiet title legal action to obtain conclusive property rights to the Ellis Avenue Extension area on April 26, 2017. ADDITIONAL INFORMATION N/A CEQA N/A Page 2 d 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has not been budgeted, but the budget is sufficient for the recommended action, Budget Update, FY 2017-18, Page 47, Other. ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Quitclaim Deeds Page 3 of 3 Recording Requested By and When Recorded Return To: ORANGE COUNTY SANITATION DISTRICT c/o Lewis Brisbois Bisgaard& Smith LLP 633 West 5th Street, Suite 4000 Los Angeles,CA 90071 Attention:Claire Hervey Collins, Esq. Exempt from Doc."fransfcr Tax per R&IC§11922 SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from Recording Fcc per Gov.C.§§6103&27383 OUITCLAIM DEED ELWAYNE E. EVERETT, CO-TRUSTEE OF THE ELMER E. EVERETT TESTAMENTARY TRUST, BY ORDER OF FINAL DISTRIBUTION OF ELMER E. EVERETT,DECEASED,ORANGE COUNTY SUPERIOR COURT CASE NO. A-76718 ("Grantor") hereby grants to ORANGE COUNTY SANITATION DISTRICT (the "District'), all of Grantor's right,title,and interest presently held and/or acquired in the future to that certain real property located in Orange County, California, described in Exhibit A and depicted in Exhibit B. This deed may be executed by Kimi Diaz as attorney in fact for Grantor, pursuant to the Durable Power of Attorney executed by Grantor on July 10, 2017, a true and correct copy of which is attached as Exhibit C. GRANTOR: Kimi Diaz for Elwayne l".. Everett, Co-Trustee of the Elmer Everett Testamentary Trust, by Order of Final Distribution of Elmer E.Everett,Deceased, Orange County Superior Court Case No. A-76718, pursuant to power of attorney Dated: $ 4. - y\ [SIGNATURE MUST BE NOTARIZED] 4817-V22-0684.2 t ACKNOWLEDGMENT State of Nevada County of (YUYgA(L),t This instrument was acknowledged before me on 'II (date)by Kimi Diaz,as attorney in fact for Elwayne E. Everett pursuant to power of attorney. (Seal, if any) auk N uaaY Petty (Signature of notarial officer) NOTARY PUBl1C sTATeoPNtvAoa Title(and Rank) NY% \1 ctt-t.r- MY Cw¢mmsro¢EBPires aM1tt-2010 Cer4fiwt¢No'14434B2-13 481]-9922-0 M,2 2 Exhibit A Legal Description 4810-772U684 2 EXHIBIT "A" PARCEL A THE SOUTHERLY 25.00 FEET OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FOUNTAIN VALLEY, COUNTY OF ORANGE, STATE OF CALIFORNIA, LYING WESTERLY OF THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED RECORDED FEBRUARY 26, 1946, IN BOOK 1396,PAGE 244,OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. THE ABOVE DESCRIBED PARCEL CONTAINS 7,136 SQUARE FEET,MORE OR LESS ALL AS SHOWN ON EXHIBIT"B",ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS'ACT. ,AND S J. ARTY SMITH,PLS 8070 � J.MARTY o SMITH z 0610712017 DATE o m�, 8070 Q' yr p�2 P OF CA�� 7 E V����I end 61814loenng � 888 W. Town and Country Road Orange, CA 92868 3 SHEET 1 OF t T (949) 261-1900 - www.towill.com Exhibit B Plat Map of Area Granted to Orange County Sanitation District 4819-n2'06842 EXHIBIT "B" VLY LINE OF SW 1/4, NW 1/4, SEC 33, T5S, RIOW. SBM. (ABANDONED EL OF EUCLID STREET SOP�'S APN 166-175-01 0111 1 J / INST 88-679369, OR REC, 12/29/1988 N N ELLIS PARCEL A 1/4 CORNER 32133 AVENUE S'LY LINE OF Sys 1/4, N, 1/4. SEC 33, T5S, R10�', SBA". o�4.ryYp' 4v Q" N �Q� APN 156-181-01 ���� Q'�1 a ryo� �q w� �nNo y�0 SGq'L m T I LEGEND A DESCRIPTION AREA a vT op RIGHT OF WAY LINE P OF 06/07/20�F017 — — — — — SECTION LINE a y pCENTERLINE TOMLLIanea eplm SCALE 888 W. Town and Country Road 1" = 50' Orange, CA 92868 3 SHEET 1 01 1 (949) 261-1900 - www.towill.com Exhibit C Power of Attorney 4817772M6M2 Recording Requested By and When Recorded Return To: ORANGE COUNTY SANITATION DISTRICT c/o Lewis Brisbois Bisgaard&Smith LLP 633 West 5d3 Street,Suite 4000 Los Angeles,CA 9007t Attention:Claire Hervey Collins,Esq. Exempt from Dec.Transfer Tax per R&TC§11922 SPACE ABOVE TBIS LINE FOR RECORDER'S USE Exempt from Recording Fee per Gov.C.§§6103&27383 QUITCLAIM DEED DIANNE FINDLAY,formerly known as DIANNE D.MUZZEY FRALEY,CO-TRUSTEE OF THE ELMER E.EVERETT TESTAMENTARY TRUST,BY ORDER OF FINAL DISTRIBUTION OF ELMER E.EVERETT,DECEASED,ORANGE COUNTY SUPERIOR COURT CASE NO.A-76718("Grantor")hereby grants to ORANGE COUNTY SANITATION DISTRICT (the"District"), all of Grantor's right,title,and interest presently held and/or acquired in the future to that certain real property located in Orange County,California, described in Exhibit A and depicted in Exhibit B. GRANTO By: J Dianne Findlay, o y known.� Dianne D.Muzzey F ale ,Co-Tmstee oh e Elmer Everett Testamentary Trust,by Order of Final Distribution of Elmer E. Everett, Deceased, Orange County Superior Court Case No. A-76718 Dated: 4—Z / / 1 [SIGNATURE MUST BE NOTARIZED] 4815b965-1532.1 ACKNOWLEDGMENT STATE OF IDAHO ) ss. County of�r,�R1[ c� On the )) -c day of 2017,before me, the undersigned Notary Public,personally appeared Dianne�wn to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that s/he executed the same. IN WITNESS WHEREOF, I have set my hand and seal the day and year as above written. Q7pR `v Notary Public for Idaho Y Residing at IIIIIIID��o`\\ Commission Expires: 43154%5-1532.1 9 EXHIBIT "A" PARCEL A THE SOUTHERLY 25.00 FEET OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FOUNTAIN VALLEY, COUNTY OF ORANGE, STATE OF CALIFORNIA, LYING WESTERLY OF THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED RECORDED FEBRUARY 26, 1946, IN BOOK 1396,PAGE 244,OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. THE ABOVE DESCRIBED PARCEL CONTAINS 7,136 SQUARE FEET,MORE OR LESS ALL AS SHOWN ON EXHIBIT'B',ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS'ACT. lANO S 1WRTY SMITH,PLS 8070 I MARTY o SMITH x 06/072017 DATE E Ns 8070 P 2 0 9TF OF CAVE I 3 w E x E O �LLIinUlill irvlue B, � 888 W. Town and Country Road Orange, CA 92868 SHEET 1 OF 1 T (949)261-1900 -www.towill.com EXHIBIT "B" WLY LINE OF SW 1/4, NW 1/4, SEC 33, T5S, R10W, SBM. (ABANDONED �( rL OF EUCLID STREE APN 156-175-01 INST 88-679369, OR REC. 12/29/1988 � N � N EWS PARCEL A 1/4 CORNER 32133 AVENUE 51-Y LINE OF SW 1/4, NW 1/4, SEC 33, T5S, R10W, SBM. o�44ry $(�COi QO - APN 156-181-01 SW Off\ �Z�O IPND SVRG I MARTY SMITH- A LEGEND DESCRIPTION AREA mT 8070 g 9rF of cP`\Foe- RIGHT OF WAY LINE E — — — SECTION LINE o N os/o7/son CENTERLINE E TOOWILLISmod"Ss"II: SCALE 888 W. Town and Country Road v = 5v Orange, CA 92868 3 SHEET 1 OF 1 IT (949)261-1900 -www.toviiii.com Recording Requested By and When Recorded Return To: ORANGE COUNTY SANITATION DISTRICT c/o Lewis Brisbois Bisgaard& Smith LLP 633 West 5th Street,Suite 4000 Los Angeles,CA 90071 Attention: Claire Hervey Collins, Esq. Exempt from Doc.Transfer Tax per R&TC§11922 SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from Recording Fee per Gov.C.§§6103&27383 QUITCLAIM DEED PATRICIA LYNN FRAZIER f"Grantor")on her own behalf and as sole survivor of Patricia K. Norris, hereby grants to ORANGE COUNTY SANITATION DISTRICT (the "District'), all of Grantor's right,title,and interest presently held and/or acquired in the future to that certain real property located in Orange County, California, described in Exhibit A and depicted in Exhibit B. GRANTOR: Patricia Lynn Frrazi Dated: 9 -- e) ao l—1 [SIGNATURE MUST BE NOTARIZED] 4821-7610-7598.1 ACKNOWLED"ENT A rotary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy,or validity of that document. State of C rnia County of IricQ k. On� :2oo before me, em.i.1H77E alrAu 44C,,, {� (insert nai and title of the officer) personally appeared PA 6 C( 1A Oiu fr�'Az1m, who proved to me on the basis of satisfactory evidence to be the person( )whose name(j) ra isla subscribed to the within instrument and acknowledged to me that palshe executed the same In "herkheic authorized capacity(ies), and that by teis/herRMeir signature( on the instrument the person(), or the entity upon behalf of which the person j)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 PBITIB NALla UIV e lie R.xmw4 Co:nx 'WITNESS my hand and official seal. jGO.„:eu VDPbt L'JGrn. Exro.^s o=ww i? I� Signature tJ F.in J„_ (Seal) EXHIBIT "A" PARCEL A THE SOUTHERLY 25.00 FEET OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF FOUNTAIN VALLEY, COUNTY OF ORANGE, STATE OF CALIFORNIA, LYING WESTERLY OF THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED RECORDED FEBRUARY 26, 1946, IN BOOK 1396,PAGE 244,OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. THE ABOVE DESCRIBED PARCEL CONTAINS 7,136 SQUARE FEET,MORE OR LESS ALL AS SHOWN ON EXHIBIT'B',ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS'ACT. lANO S 1WRTY SMITH,PLS 8070 I MARTY o SMITH x 06/072017 DATE E Ns 8070 P 2 0 9TF OF CAVE I 3 w E x E O �LLIinUlill irvlue B, � 888 W. Town and Country Road Orange, CA 92868 SHEET 1 OF 1 T (949)261-1900 -www.towill.com EXHIBIT "B" WLY LINE OF SW 1/4, NW 1/4, SEC 33, T5S, R10W, SBM. (ABANDONED �( rL OF EUCLID STREE APN 156-175-01 INST 88-679369, OR REC. 12/29/1988 � N � N EWS PARCEL A 1/4 CORNER 32133 AVENUE 51-Y LINE OF SW 1/4, NW 1/4, SEC 33, T5S, R10W, SBM. o�44ry $(�COi QO - APN 156-181-01 SW Off\ �Z�O IPND SVRG I MARTY SMITH- A LEGEND DESCRIPTION AREA mT 8070 g 9rF of cP`\Foe- RIGHT OF WAY LINE E — — — SECTION LINE o N os/o7/son CENTERLINE E TOOWILLISmod"Ss"II: SCALE 888 W. Town and Country Road v = 5v Orange, CA 92868 3 SHEET 1 OF 1 IT (949)261-1900 -www.toviiii.com STEERING COMMITTEE Meeting Date TOBd.Of Dir. 0127117 09/27/17 AGENDA REPORT Item Number Rem Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: REDEVELOPMENT AGENCY OVERSIGHT BOARDS GENERAL MANAGER'S RECOMMENDATION Approve the selection of Orange County Sanitation District representatives to the 13 Redevelopment Agency Oversight Boards as follows: CITY REPRESENTATIVE Anaheim Denise Barnes Brea Don Schweitzer Buena Park Fred Smith Fountain Valley Steve Nagel Fullerton Ted Kim Garden Grove Steve Jones Huntington Beach Barbara Delgleize La Habra James Byerrum La Palma Mark Waldman Orange Doug Davert Santa Ana Sal Tinajero Stanton Dave Shawver Westminster Margie L. Rice BACKGROUND Health and Safety Code Section 34179(a) requires that Redevelopment Agency (RDA) successor agencies shall have an oversight board. One of the seven members of this Board will be appointed by the largest special district, by property tax share, with territory in the territorial jurisdiction of the former redevelopment agency. The Orange County Auditor-Controller has determined that Orange County Sanitation District (Sanitation District) receives the largest share of property tax within the territorial jurisdiction of thirteen former redevelopment agencies and is therefore entitled to appoint one member to each of the successor agency Redevelopment Agency Oversight Boards. In March 2012, the Sanitation District Board of Directors approved the above "Appointed Member ' list of Sanitation District representatives to the Redevelopment Agency Oversight Boards. No further action has been taken on this subject. Page 1 of 2 On August 23, 2017, a request was received from the City of Anaheim's Successor Agency to the Anaheim Redevelopment Agency that a new appointment be made to the Anaheim Oversight Board to fill the vacancy of the previous member representing the Sanitation District. RELEVANT STANDARDS • Ensure the public's money is wisely spent • Protection of Orange County Sanitation District assets PRIOR COMMITTEE/BOARD ACTIONS March 2012- Board approved the recommended list of Sanitation District representatives to the Redevelopment Agency Oversight Boards. February 2012 - Board approved a motion asking city representatives to submit to the Board Chair their recommendation for the Sanitation District representative to the Redevelopment Agency Oversight Board and specifying that all Board members will vote on the recommendations. ADDITIONAL INFORMATION Health and Safety Code section 34179 also requires all the existing oversight boards in the County to be combined into one county-wide board as of July 1, 2018. At this time, an independent special district selection committee is allowed to appoint one representative from a special district in the county that receives property tax residuals from the Redevelopment Property Tax Trust Fund to serve on the county oversight board. If no one is appointed by July 15, 2018, the Governor may appoint an individual to act on the board. LAFCO is responsible for calling meetings of the selection committee. The Sanitation District will address the current appointment issue, but this is likely the last time the Sanitation District will be required to individually appointment members to multiple oversight boards. FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 2 of 2 WOODRUFF RT SPRADIJN&SMA CLOSED SESSION 1 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Steering Committee FROM: Bradley R. Hogin, Esq. General Counsel DATE: September 20, 2017 RE: Closed Session Items The Steering Committee will hold a closed session on September 27, 2017 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and properties are as follows: Valley Business Park, APN Nos. 156-165-05, 156-165-06, 156-163-07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13, APN No.156-165-08;Sukut Real Properties LLC,APN Nos. 156-163-09, 156-163-10, 156-163-11;The Ins Trust Shabtai, Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; K & A Investments LP, APN No. 156-154-08, 156-163-17; Fountain Valley Star LLC, APN No. 156- 154-06; TN Sheet Metal Inc.,APN No. 156-163-12; 18401 Bandilier LLC,APN No. 156-163-13; Phone Lilly Lin-Lin TR, APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC, APN No. 156-151-03; 7311 Doig Drive Garden Grove, CA, APN No. 131- 654-20. The District's negotiators are Jim Herberg, Bob Ghirelli, Lorenzo Tyner, Rob Thompson, Kathy Millea and Jeff Mohr, Tom Grant, Kevin Turner and John Gallivan, Cushman and Wakefield. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /f BradleY R. Hogin, Vieneral Counsel 11921611 •T WooDRDFF,.SPRADLIN&SMART . . CLOSED SESSION 2 555 ANTON BOULEVARD, BUITC1200 C.sIA MNsA, CA 92626-7670 (714)556-0000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Steering Committee FROM: Bradley R. Hogin, Esq. General Counsel DATE: September 20, 2017 RE: Closed Session Items The Steering Committee desires to hold a closed session on September 27, 2017 for the purpose of conferring with its legal counsel regarding existing litigation to which the District is a party. The title of the case is Heady,Forman-Woodbridge v. OCSD, Orange County Superior Court Case No. 30-2017-000934699. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted,, By 14 BradleY R.Hogin, Ocneral Counsel 1114541.1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARS California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA US Environmental Protection Agency FOG Fats, Oils, and Grease gpd gallons per day GWRS Groundwater Replenishment System ICS Incident Command System IERP Integrated Emergency Response Plan LOS Level Of Service MGD Million Gallons Per Day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O & M Operations & Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant/Construction Services Agreement PDSA Professional Design Services Agreement POTW Publicly Owned Treatment Works ppm parts per million PSA Professional Services Agreement RFP Request For Proposal RWQCB Regional Water Quality Control Board Glossary of Terms and Abbreviations SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Interceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control And Data Acquisition SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF Clean Water State Revolving Fund SSMP Sewer System Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation W ERF Water Environment & Reuse Foundation WIFIA Water Infrastructure Finance and Innovation Act WIIN Water Infrastructure Improvements for the Nation Act W RDA Water Resources Development Act Activated sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. Benthos —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. Biochemical Oxygen Demand (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biogas—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. Biosolids—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Glossary of Terms and Abbreviations Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system— In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (DIT) — The dilution at which the majority of people detect the odor becomes the D/T for that air sample. Greenhouse Gases (GHG) — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect'). Groundwater Replenishment System (GWRS) — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. Levels Of Service (LOS) — Goals to support environmental and public expectations for performance. N-Nitrosodimethylamine (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume — A visible or measurable concentration of discharge from a stationary source or fixed facility. Glossary of Terms and Abbreviations Publicly Owned Treatment Works (POTW) —A municipal wastewater treatment plant. Santa Ana River Interceptor(SARI) Line —A regional brine line designed to convey 30 million gallons per day of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer—Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total Suspended Solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed—A land area from which water drains to a particular water body. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.