HomeMy WebLinkAboutOC SAN 25-1755880.00700\44122042.3 OC SAN 25-17-1
RESOLUTION NO. OC SAN 25-17
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT PERMITTING
THE ESTABLISHMENT OF RELINQUISHMENT AND
DISPOSITION PROCEDURES FOR VACATION AND SALE OF EXCESS EASEMENT INTERESTS
WHEREAS, from time to time, Orange County Sanitation District (OC San)
determines that an easement interest in real property owned and held by OC San is no
longer necessary for its use after conducting an investigation of the easement interest and such easement interest may be made available for OC San to vacate and sell to the underlying or adjacent property owner or to a public agency;
WHEREAS, OC San lacks a uniform policy to relinquish excess easement
interests or to determine fair market value for such conveyances when property owners
request relinquishment of such excess easement interests; and
WHEREAS, OC San has determined that developing and implementing a uniform policy regarding the relinquishment and disposition of excess easement interests would be time and cost efficient.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District
DOES HEREBY RESOLVE, DETERMINE AND ORDER that:
1.OC San shall be authorized to develop uniform policies and procedures regardingthe relinquishment and disposition of excess easement interests in real property;
2.The General Manager shall be authorized to enter into agreements with property
owners requesting relinquishment of OC San’s excess easement interests for fair
market value as determined under the established policies and procedures,provided that the payment for said relinquished easement does not exceed OneHundred Fifty Thousand Dollars ($150,000).
PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Orange
County Sanitation District held on September 24, 2025.
______________________________ Ryan P. Gallagher Board Chairman
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ATTEST:
_________________________________
Kelly A. Lore, MMC Clerk of the Board
APPROVED AS TO FORM:
_________________________________ Scott C. Smith General Counsel
Kelly Lore (Sep 26, 2025 10:30:47 PDT)Kelly Lore
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STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OC SAN 25-17 was passed and adopted at a regular meeting of said Board on the 25th of September 2025, by the
following vote, to wit:
AYES: Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Lisa Landau, Carlos Leon, Christine
Marick, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand, John Withers, Jordan Wu, Ted Bui (Alternate), Rose Espinoza (Alternate), Gene Hernandez (Alternate) and Cindy Tran (Alternate) NOES: None
ABSENT: Johnathan Ryan Hernandez and Melinda Liu
ABSTENTIONS: None
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal
of the Orange County Sanitation District this 25th of September 2025.
__________________________________
Kelly A. Lore, MMC
Clerk of the Board of Directors Orange County Sanitation District
Kelly Lore (Sep 26, 2025 10:30:47 PDT)Kelly Lore
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ORANGE COUNTY SANITATION DISTRICT (“OC SAN”) RELINQUISHMENT AND DISPOSITION PROCEDURE REGARDING EXCESS EASEMENT INTERESTS IN REAL PROPERTY
In the event that OC San determines that an easement interest in real property owned
and held by OC San is no longer necessary for its use (i.e. for access, maintenance and operation of a facility) after conducting an investigation of the easement interest, it may be made available for OC San to sell the easement to the underlying or adjacent property owner or to a public agency. Priority is given to public agencies. A direct
negotiated sale based on current appraised fair market value to an underlying or
adjoining property owner may be accomplished in accordance with the procedures outlined below. Relinquishments and sale of real property interests must be done in accordance with all applicable rules, laws and regulations, including California Health & Safety (H&S) Code Sections 4700 et seq., more particularly H&S Code Sections
4730.65, 4730.66, 4740 4743 and other laws applicable the disposition of land. The
procedures outlined below does not apply to fee interests owned by OC San.
Requests for relinquishment of excess land, in particular, an easement interest, by or on behalf of the underlying or adjoining fee interest real property owner, may be considered pursuant to the process outlined below and by submission of an offer to purchase the
easement interest(s) through the online portal discussed below.
A.Statutory Authorities – Disposition of Real Property Interests.
The Orange County Sanitation District was established pursuant to the CountySanitation District Act (California Health & Safety (H&S) Code Section 4700 etseq.), and more particularly H&S Code Sections 4730.65, 4730.66 4740 and
4743. Pursuant to H&S Code Section 4743, OC San “may sell, lease, or
otherwise dispose of any property of the district or any interest therein whenever
it is no longer required for the purposes of the district, or when its use may be
permitted without interfering with its use by the district.”
B.Online Portal.
1.OC San will or is creating an online portal (the “Portal”) wherehomeowners can submit an application to have OC San relinquisheasement(s) burdening their properties. Upon such submission, OC Sanshall follow the policies and procedures outlined herein.
2.OC San is separately establishing a website whereby homeowners can
check whether their property is burdened by an easement, anencroachment agreement or both. The website will include a searchengine whereby users can access recorded OC San easement documentsassociated with their property address.
C.Correspondence.
The Portal shall have a communication function allowing users to communicate
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directly with OC San regarding outstanding requests for relinquishments.
1.Receipt of Request. Once an offer or request is received, OC San willdetermine if the easement is excess to OC San’s needs and uses.
2.OC San will evaluate real property interest requested to be relinquished to
determine if the interest is no longer needed for OC San purposes andprovide a recommendation on whether the request should be furtherprocessed.
3.When a recommendation to further process the request has been made,
OC San will:
a)Request applicable survey, valuation of interest, and any otherpertinent actions to facilitate the transaction.
b)Commence negotiation and preparation of the agreement terms for theconveyance or quitclaiming of the easement.
c)Submit the Agreement for the purchase and sale of the real property
interest to the General Manager where the payment for saidrelinquished easement does not exceed One Hundred Fifty ThousandDollars ($150,000.00). Any Agreement for the purchase and sale of thereal property interest where the payment for said relinquished
easement exceeds One Hundred Fifty Thousand Dollars ($150,000.00)
must be submitted to the OC San Board of Directors for approval.
4.If the easement interest is determined to be excess and the request isrecommended for further processing, OC San will require the interestedparty to deposit a minimum of $500.00 (the “Deposit”) for cost
reimbursement to OC San to further process the sale and relinquishment
of the easement.
5.Receipt of the Deposit (to cover costs incurred by OC San) is required.The Deposit must be received by OC San before further processing of therelinquishment request is undertaken.
D.Excess Land Evaluation And Investigation.
Evaluation must be undertaken of the property interest, the reason for thedisposition of the property interest, the reason the property interest is no longerneeded for OC San’s use or purposes, the reason why the retained propertyinterest is adequate for the facility and use, under current standards, and any
additional background information, to establish written finding to support theexcess easement declaration. In addition, an evaluation will be considered ifthere any reservations or exceptions that need to be assumed by the buyer orrelocations of property interests instead of relinquishment.
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NOTE: A case-by-case consideration must be made on whether the California Surplus Land Act (the “Act”) applies to a particular situation. The general rule is that disposition of surplus land, land owned in fee, by a local agency is subject to
the Act unless a statutory exemption applies to the disposition. If a particular
situation is determined to be subject to the Act and is eligible for an exemption under the Act or other express statutory basis, then the procedure in Section F.1. below must be followed.
E. Costs and Timeframes.
The requesting party/buyer of the easement is responsible for paying for all costs associated with the purchase and sale, which includes staff costs, administrative costs and professional services costs. Due diligence must be completed to accurately identify the property interest and its present use by OC San.
1. A survey may be required, at the buyer’s cost, to determine the exact size
and dimensions of the easement. A legal description and plat map must be provided to OC San.
Timeframe for survey work: 5-7 weeks
2. Other environmental or statutory reviews (i.e. CEQA and Surplus Lands Act) may be required at the buyer’s cost and expense.
Timeframe: Varies, a minimum of 9 months.
F. Valuation and Timeframes.
As part of the due diligence, valuation of the interest must be established. Valuation of easement is established by conducting an appraisal based on state guidelines (or federal if applicable). An appraisal must be done on behalf of OC
San, at the buyer’s costs and expense, by an OC San approved appraiser. The inquiring party must pay for the appraisal report on OC San’s behalf and names OC San as the client. This is to establish the purchase price amount for the interest(s) to be relinquished and conveyed. OC San will procure the appraiser pursuant to its standard procurement policies. OC San will provide to the
selected appraiser information about the easement to be appraised and the rights to be conveyed by OC San. The appraiser determines the fair market value of the easement and provides the appraisal report to OC San for its review.
Timeframe: 7 weeks
G. Preparation and Processing of Documentation.
The documents for the excess declaration, purchase, sale and relinquishment of
the easement will be prepared if OC San determines that the easement interest can be relinquished and after Buyer provides confirmation that it will purchase the easement interest.
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1. IF IT HAS BEEN DETERMINED THAT THE SURPLUS LAND ACT IS APPLICABLE, then a declaration of exempt surplus land by Resolution shall be made by OC San’s Board of Directors. A Declaration of Exempt
Surplus Land Resolution must be submitted to the California Department
of Housing and Community Development (HCD) at least thirty (30) days before disposition when surplus land is deemed as exempt under the Surplus Land Act and supported with written findings. (i.e. under Section 54221(f)(1)(E), surplus land is exempt that is a former street, right of way
or easement, and is conveyed to an owner of the adjacent property). A
draft of the resolution should be sent to HCD for a preview. HCD requires at least 30 days to complete the review.
2. A Purchase and Sale Agreement between OC San and the Buyer and conveyance documents will be prepared and finalized for execution. OC
San’s Board of Directors (“Board”) will be notified of entry into the
Agreement.
Timeframe: minimum of 6 weeks for preparation of and finalizing the documents
3. Where the payment for said relinquished easement exceeds One Hundred
Fifty Thousand Dollars ($150,000.00), a Resolution and Board Agenda
report regarding the approval of the Agreement are prepared and submitted to the Board. The approval process generally takes one action by the Board; however, some situations may warrant taking at least two Board actions to complete the relinquishment process.
Timeframe: 8 weeks for approval of the documents
H. Closing Actions.
After the Agreement is fully executed, escrow is opened and closed for the purchase and sale of the easement within the timeframe provided in the Purchase and Sale Agreement.
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PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (“Agreement”) by and between the Orange County Sanitation District, a California special district, (“Seller”) and [Buyer’s Name and legal capacity] (“Buyer”), each of them a “Party” and jointly the “Parties”, is entered into as of the date the last
of the Parties executes this Agreement (“Effective Date”).
RECITALS
A. Seller owns and holds easement interest(s) in certain real property over [a] portion(s) of land identified with Assessor’s Parcel Number(s) (APN) [APN #s], located [describe area] in the County of Orange, State of California and said easement interests are more particularly described in the legal description in Exhibit “A” and depicted in Exhibit “B” (“Property”), attached hereto and by this reference incorporated herein.
B. Buyer is the fee owner of land identified with APN [numbers] (the “Land”) and has requested relinquishment of the Seller’s easement interest consisting of approximately [numerical value] square feet of a portion of the Land, as described in Exhibit “A”.
C. Seller has determined that the Property is no longer necessary to be retained for its uses and purposes and is authorized to relinquish the easement and sell the Property to Buyer in accordance with Health & Safety Code Section 4743 and Seller’s Relinquishment and Disposition Procedure Regarding Excess Easement Interests in Real Property.
AGREEMENT
NOW, THEREFORE, based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Buyer agree as follows:
1. PURCHASE AND SALE OF THE PROPERTY. Subject to all of the terms, conditions, and provisions of this Agreement, and for the consideration herein set forth, the Seller agrees to
sell and convey to Buyer, and Buyer agrees to purchase from the Seller, the easement interests referenced as the Property above in Recital A and as described and depicted in Exhibits “A” and “B” attached hereto.
2. PURCHASE PRICE AND COSTS.
2.1. Purchase Price. The purchase price payable by Buyer to Seller for the Property, including but not limited to all of Seller’s right, title, and interest to the Property, shall be [Write out purchase price amount] ($numerical amount) (“Purchase Price”) and shall be paid on or before the Closing. Within five (5) business days following the Effective Date, Seller and Buyer shall open an escrow in connection herewith (“Escrow”) at __________ Title (_______________ at ___-___-____ __________@__________[title].com) (“Escrow Holder”), and Buyer shall deposit $______ into Escrow (“Initial Deposit”); and, on or before the Closing,
if this Agreement has not been earlier terminated, Buyer shall deposit into Escrow the balance of the Purchase Price, less any credits due Buyer hereunder (the “Closing Amount”).
2.2. Administrative Costs and Fees. Buyer shall reimburse Seller for all costs and
fees that Seller has incurred in processing the transaction that is the subject of this Agreement (the “Administrative Fees”) before or by the Closing. The Administrative Fees shall include, but are not limited to, all costs associated with: (i) evaluating and assessing Buyer’s request for
relinquishment of the Easement(s), and (ii) the preparation and processing of any documents in connection with this Agreement, including staff time and professional services fees incurred by Seller, which is estimated to total [$numerical amount] and are subject to reconciliation at the
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Closing. Any deposits or amounts paid by Buyer outside of escrow and before the Effective Date of this Agreement specifically for requesting the relinquishment of the easement interests
will be deducted from any outstanding Administrative Fees due and payable to the Seller under this Agreement at the Closing. The Seller acknowledges that the Buyer has submitted a deposit for Administrative Fees in the amount of [write out amount] ($numerical amount) before the
Effective Date of this Agreement.
2.3. Escrow Costs and Fees. Buyer shall be responsible for the payment of all costs associated with Escrow and all such costs must be paid on or by the Closing.
3.CLOSING.
3.1. Closing Date. The Closing Date shall occur as soon as reasonably practicable,but in no event later than the date that is forty-five (45) calendar days following the Effective Date (“Closing Date”). The term “Closing” shall mean the consummation of the transactions contemplated by this Agreement including Seller’s conveyance of the Property to Buyer.
3.2. Deliveries by Seller. On or before 12:00 noon Pacific Time on the business day preceding the scheduled Closing Date, Seller shall deliver to the Escrow Holder: (i) the Quitclaim Deed substantially in the form attached hereto as Exhibit “C” (“Quitclaim Deed”), executed and acknowledged by Seller, and (ii) all other documents reasonably required pursuant to this Agreement or by the Escrow Holder to consummate this transaction.
3.3. Deliveries by Buyer. On or before 12:00 noon Pacific Time on the business day
preceding the scheduled Closing Date, Buyer shall deliver to the Escrow Holder: (i) the balance of the Purchase Price and funds sufficient to cover the Administrative Fees, (ii) funds sufficient to cover any other costs and prorations for which Buyer is responsible pursuant to
this Agreement, and (iii) all other documents reasonably required pursuant to this Agreement or by the Escrow Holder to consummate this transaction.
3.4. Closing, Recording and Disbursements. On the Closing Date, and provided all
of the Seller Conditions to Closing and Buyer Conditions to Closing set forth in Sections 3.8.1 and 3.8.2 of this Agreement have been satisfied or waived in writing by the appropriate party, Escrow Holder shall take the following actions:
3.4.1. Recording. Cause the Quitclaim Deed to be recorded with the Recorder’s Office in the Official Records of the County of Orange, State of California after confirmation of receipt of funds required to be deposited by Buyer under this Agreement has occurred.
3.4.2. Delivery of Documents and Funds. Tender the Purchase Price to Seller at and on the Closing Date, together with any documents due to the Seller on the Closing Date. Provide copies of the closing statements and documents to the respective parties at Closing.
3.5. Taxes. In the event that there are any taxes, including but not limited to, any documentary transfer taxes, due as a result of this purchase and sale, Buyer shall be responsible for paying any and all such taxes assessed and due.
3.6. Payment of Costs. Any recording fees for the documents to be recorded under this Agreement shall be paid by the Buyer. All other costs and expenses not specifically allocated in this Agreement shall be paid by the Buyer.
3.7. Tax Exempt Agency. All parties hereto acknowledge that the Seller is a public entity and exempt from payment of any real property taxes. There will be no proration of taxes through Escrow.
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3.8. Closing Conditions.
3.8.1. Conditions to Seller Obligations. In addition to any other condition set
forth in this Agreement in favor of Seller, Seller shall have the right to condition its obligation to convey the Property to Buyer and close the Escrow upon the satisfaction, or written waiver by Seller, of each of the following conditions precedent on the Closing Date or such earlier time
as provided for herein (collectively, the “Seller Conditions to Closing”):
3.8.1.1. Delivery of Document and Funds. Buyer shall have timely executed and submitted all closing documents required to be submitted by Buyer in order to accomplish this transaction. Buyer shall have submitted the Purchase Price and funds sufficient for escrow costs and fees and the Administrative Fees for which Buyer is responsible to pay and all other sums required of Buyer by this Agreement.
3.8.1.2. Representations and Warranties. All representations and warranties made by Buyer in this Agreement are true and correct in all material respects as of the Closing as though made at that time.
3.8.1.3. No Default under the Agreement. Buyer shall not be in material default of any of its obligations under this Agreement (and shall not have received notice of a default hereunder which has not been cured) and no event shall have occurred that would constitute a default with the giving of notice or the passage of time.
3.8.2. Conditions to Buyer’s Obligations. In addition to any other condition set
forth in this Agreement in favor of Buyer, Buyer shall have the right to condition its obligation to purchase the Property upon the satisfaction, or written waiver by Buyer, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein
(collectively, the “Buyer Conditions to Closing”):
3.8.2.1. Delivery of Documents. Seller shall have executed and deposited the Quitclaim Deed with the Escrow Holder.
3.8.2.2. Representations and Warranties. All representations and warranties made by Seller in this Agreement are true and correct in all material respects as the Closing as though made at that time.
3.8.2.3. No Default under Agreement. Seller shall not be in material default of any of its obligations under this Agreement (and shall not have received notice of a default hereunder which has not been cured).
3.8.3. Satisfaction of Conditions. Where satisfaction of any of the foregoing conditions requires action by Buyer or Seller, each party shall use its diligent efforts, in good faith, to satisfy such condition.
3.8.4. Waiver. Each party may at any time or times, waive any of their respective Conditions to Closing in this Section 3.8, as set forth above, to their respective
obligations hereunder, but any such waiver shall be effective only if contained in writing, signed, and delivered to the other party.
3.8.5. Termination of Agreement. In the event each of the Conditions to Closing
in Section 3.8, as set forth above, is not fulfilled on the Closing Date or such earlier time period as provided for herein or waived, any party hereto may at its option terminate this Agreement, provided that party is not in default of this Agreement. No termination under this Agreement shall
release any party then in default from liability for such default. In the event this Agreement is terminated, all documents and funds delivered shall be returned immediately to the respective parties.
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4. REPRESENTATIONS AND WARRANTIES.
4.1. Seller Representations and Warranties. Seller hereby makes the following
representations and warranties to Buyer, each of which is material and relied upon by Buyer in making its determination to enter into this Agreement and each of which is re-made as of the Closing Date and shall survive the Closing Date:
4.1.1. Seller has the full right, power and lawful authority to relinquish and sell the Property and undertake all obligations as provided herein. The execution, performance and delivery of this Agreement by Seller has been fully authorized by all requisite actions on the part of Seller.
4.1.2. There are no pending actions, suits, writs, injunctions, decrees, legal proceedings or governmental investigations against the Property.
4.1.3. Seller has not received any notices and has no knowledge of any violation of any laws, ordinances, rules, regulations, or requirements of any governmental agency, body or subdivision affecting or relating to the Property.
4.2. Buyer’s Representations and Warranties. Buyer hereby makes the following representations and warranties to Seller, each of which is material and relied upon by Seller in making its determination to enter into this Agreement and each of which is re-made as of the Closing Date and shall survive the Closing Date:
4.2.1. Buyer has the full right, power, and lawful authority to purchase and
accept the Property and undertake all obligations as provided herein. The execution, performance, and delivery of this Agreement by Buyer has been fully authorized by all requisite actions on the part of Buyer.
4.2.2. Buyer’s execution, delivery, and performance of its obligations under this Agreement does not constitute a default or a breach under any contract, agreement, or order to which Buyer is a party or by which it is bound.
4.2.3. This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
5. CONTINUATION AND SURVIVAL. All representations, warranties and covenants by the respective parties contained herein are intended to and shall be deemed made as of the date of this Agreement and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing.
6. DEFAULT.
6.1. Rights and Remedies are Cumulative. Except as otherwise expressly provided in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same
or different times, of any other rights or remedies for the same default or any other default by the other party.
6.2. Inaction Not a Waiver of Default. Any failures or delays by either party in
asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies.
7. LIQUIDATED DAMAGES. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE
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PART OF BUYER, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE
EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAVE BEEN AGREED
UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. FURTHERMORE, THE PAYMENT AND RETENTION OF SUCH DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 AND 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.
INITIALS: Seller __________ Buyer __________
8.AS-IS; WHERE-IS. THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BEMADE ON AN “AS IS, WHERE IS” BASIS. EXCEPT AS EXPRESSLY STATED IN THISAGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATESAND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KINDOR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, VERBAL OR
WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECTTO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER.
9.NOTICES. Any notice, requests, demands, consent or approval required or permitted,
and other communications to be given under this Agreement shall be in writing and shall bedeemed to have been given upon (i) hand delivery, (ii) one (1) business day after beingdeposited with a reliable overnight courier service for next day delivery, (iii) two (2) business
days after being deposited in the United States mail, registered or certified mail, postageprepaid, return receipt requested. A courtesy copy of any notices delivered in accordance withthis subsection shall be concurrently sent via email as identified below, provided that such courtesyemail is not intended or shall it be deemed to substitute as the effective means of notice delivery oralter the effective date of such notice. Notices shall be addressed to the respective parties as setforth below or to such other address and to such other persons as the parties may hereafterdesignate by written notice to the other party hereto:
To SELLER: Orange County Sanitation District Attn: [mailing address]
[email address]
With a Copy to: Best, Best & Krieger, LLP
Attn: [mailing address] [email address]
To BUYER: [Buyer NAME] Attn: [mailing address]
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[email address]
With a Copy to: [Legal Counsel Firm] Attn: [mailing address]
[email address]
By giving to the other parties written notice as provided above, the parties to this Agreement shall have the right from time to time, and at any time during the term of this Agreement, to change their respective notice addresses.
10. Attorneys’ Fees. If any legal action is instituted to enforce or declare any party’s rights hereunder, the prevailing party is entitled to recover its costs and attorneys’ fees.
11. Successors and Assigns; Assignment. This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective successors and permitted assigns. Buyer
shall not assign this Agreement, nor any part hereof, without the prior written consent of the Seller.
12. Entire Agreement, Waivers, and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to all or part of the subject matter
hereof. All waivers of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by Seller and Buyer.
13. Time of Essence. The parties acknowledge that time is of the essence in this Agreement.
14. Computation of Time. In the event that the day on which a party is required to take any action under the terms of this Agreement is a holiday, Saturday or Sunday, such action shall be taken on the next succeeding business day. The term “holiday” shall mean all holidays as
recognized by the Seller.
15. Interpretation and Construction. The parties agree that each party has reviewed this
Agreement and that each has had the opportunity to have their legal counsel review and revise this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendments or Exhibits thereto. This Agreement shall be construed according to its fair
meaning and as if prepared by both parties hereto. The captions of the sections and subsections of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.
16. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. The existence, validity, construction, operation and effect of
this Agreement and all of its terms and provisions shall be determined in accordance with the laws of the State of California. Any action at law or in equity brought by either of the Parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be
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tried in a court of competent jurisdiction in the County of Orange, State of California, and the Parties hereby waive all provisions of law providing for a change of venue in such proceedings
to any other county.
17. Severability. If any term, provision, covenant, or condition of this Agreement is held by
a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement.
18. Real Estate Brokerage Commission. Each Party represents and warrants that neither Party has retained any brokers or finders to represent its interest in connection with this transaction. Each Party agrees to indemnify and hold the other harmless from and against all
liabilities, costs, damages, and expenses, including, without limitation, reasonable attorneys’ fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay any additional broker’s commission and/or finder’s fee.
19. Execution in Counterpart; Electronic Signatures. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on both parties hereto, notwithstanding that both parties are not signatories to the original or the same
counterpart. If authorized by law, the parties shall be entitled to manually sign and transmit this Agreement by electronic means (whether by PDF, or other email transmission) and are entitled to electronically sign and transmit this Agreement via DocuSign, AdobeSign, or other similar digital signature software, which signature shall be binding on the party whose name is
contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Agreement upon request.
20. Exhibits. Exhibits “A”, “B” and “C” are attached to this Agreement and are incorporated herein by this reference and made a part hereof.
21. No Withholding as Foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Closing Date will not be, a foreign person within the meaning of Internal Revenue Code section 1445 and that it will deliver to Buyer on or before the Closing Date a
non-foreign affidavit on standard form pursuant to Internal Revenue Code section 1445(b)(2) and the Regulations promulgated thereunder and a California Form 590-RE.
22. BOARD OF DIRECTORS APPROVAL. This Agreement is subject to and shall have no force or effect until and unless approved by Board of Directors for Seller.
(Signature provisions on the following pages)
OC SAN 25-17-14
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S-1
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives
to execute this Agreement to be effective as of the last date set forth below next to their respective signatures. SELLER: ORANGE COUNTY SANITATION DISTRICT, a California special district By: _________________________________________________ Date
Board Chairman
By: _________________________________________________ Kelly A. Lore Date Clerk of the Board
APPROVED AS TO FORM: Best Best & Krieger LLP By: Scott Smith, General Counsel
OC SAN 25-17-15
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S-2
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
BUYER: [NAME OF BUYER AND CAPACITY] Date: __________________ By: Name: Title: Date: __________________ By: Name:
Title:
OC SAN 25-17-16
55880.00700\44149304.2
EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY
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55880.00700\44149304.2
EXHIBIT “B”
DEPICTION/PLAT OF PROPERTY
OC SAN 25-17-18
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EXHIBIT “C”
QUITCLAIM DEED
(FORM ATTACHED BEHIND)
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The undersigned Grantor(s) Declare(s):
DOCUMENTARY TRANSFER TAX $_______ [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less liens and encumbrances remaining at the time of sale. [ ] Unincorporated Area ___________________ [ ] City of ______________________________
RECORDING REQUEST BY:
[Name of requesting party]
AND WHEN RECORDED RETURN TO:
[Requesting Party’s Name and Address]
TRA: _________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY
APN(S): _____________________
QUITCLAIM DEED
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, ORANGE COUNTY SANITATION DISTRICT, a California special district, (“Grantor”) does hereby remise, release, relinquish and forever quitclaim to [Grantee's name, including capacity, if appropriate] (“Grantee”) all right, title,
interest Grantor has in the real property, and upon the same tenure as the [OR respective] interest(s) appear of record, [a portion of that easement OR that easement] as described in [that OR those] certain document(s) recorded on [Recorded date(s) ___________], [as Instrument No(s). ________ OR in Book ______, Page _________, in the Official Records of Orange County, in the State of California, that [portion OR easement interest] being more particularly
described as follows:
See Exhibit A, Legal Description and Exhibit B, Plat Map, attached hereto and by this reference incorporated herein.
DATED: _____________________ GRANTOR:
ORANGE COUNTY SANITATION DISTRICT, a California special district
By:
Name:
Title:
[Attach Notary Acknowledgment]
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EXHIBIT A
EASEMENT QUITCLAIM
LEGAL DESCRIPTION
(Attached behind)
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EXHIBIT B
EASEMENT QUITCLAIM
PLAT MAP
(Attached behind)
OC SAN 25-17-22
OC SAN 25-17
Final Audit Report 2025-09-26
Created:2025-09-25
By:Kelly Lore (klore@ocsan.gov)
Status:Signed
Transaction ID:CBJCHBCAABAAKcw9o-Rr9VCxba87fqOTE9RnIXvfErNW
"OC SAN 25-17" History
Document created by Kelly Lore (klore@ocsan.gov)
2025-09-25 - 6:37:18 PM GMT- IP address: 65.206.195.5
Document emailed to Ryan Gallagher (rgallagher@mknassociates.us) for signature
2025-09-25 - 6:38:01 PM GMT
Email viewed by Ryan Gallagher (rgallagher@mknassociates.us)
2025-09-25 - 6:53:09 PM GMT- IP address: 104.47.57.254
Document e-signed by Ryan Gallagher (rgallagher@mknassociates.us)
Signature Date: 2025-09-25 - 6:53:27 PM GMT - Time Source: server- IP address: 70.169.228.254
Document emailed to Scott Smith (scott.smith@bbklaw.com) for signature
2025-09-25 - 6:53:29 PM GMT
Document e-signed by Scott Smith (scott.smith@bbklaw.com)
Signature Date: 2025-09-26 - 3:10:47 PM GMT - Time Source: server- IP address: 72.219.141.126
Document emailed to Kelly Lore (klore@ocsan.gov) for signature
2025-09-26 - 3:10:49 PM GMT
Email viewed by Kelly Lore (klore@ocsan.gov)
2025-09-26 - 5:30:24 PM GMT- IP address: 104.47.64.254
Document e-signed by Kelly Lore (klore@ocsan.gov)
Signature Date: 2025-09-26 - 5:30:47 PM GMT - Time Source: server- IP address: 65.206.195.5
Agreement completed.
2025-09-26 - 5:30:47 PM GMT