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 Any items withdrawn from the Consent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.
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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
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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.
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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
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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
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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
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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
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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.
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(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
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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.
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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.
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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.
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@ 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
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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.
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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
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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
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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.