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HomeMy WebLinkAboutContracts & Agreements_108-2018SERIAL NO 71500A APN 0292-034-02 PROJECT West of Devers Upgrade P rot cc t PURCHASE AND SALE AGREENIEM FOR ACQUISITION OF EASEMEN 1'S THIS PURCHASE AND SALE AGREEM. ENI, lnete rafter referred to as the "AGRELMEN P', is entered pito by and between the Southern Califointa Edison Company, a publicly regulated private utility company, (hereinafter called "SCE"), and CITY OF REDLANDS, a municipal corporation, (collectively, heremaftei called "Seller") for acquisition by SCE of certain real property rights hereinafter set forth for [lie construction, operation and use as part of the West of Devers Upgrade Project (hereinafter called the "Project") WHEREAS, SCE is in the process of acquiring the necessary real property and property rights toi the Project, and has determined that portions of Seller's property, identified as Assessor Parcel Number 0292-034-02, located in the City of Redlands County of San Bernardino, State of California (said portions hereinafter called the "Subject Property") are necessary for the construction and operation of the Project WHEREAS, SCE has extended the offer to purchase the Subject Property fol the Project as required by and consistent with Goveinnrew Code §7267 2 to the Seller, and Seller acknowledges having received the offet in propel form and content, WHEREAS, Seller acknowledges that SCE has the constitutional and statutory power to acquire the Subject Property fol a public use and purpose under its statutory right of eminent domain and that this Agreement, and the negotiated purchase and. sale made herein, is in lieu of SCE's exercise of its statutory right to employ the power of eminent domain and obtain a judicial Ordei of Immediate Possession under Coda of Civil Piocedute §§ 1255 10-1255 480 and a subsequent Final Ordei of Condemnation to acquire title to the Subject Property, and WHEREAS, SCE and Seller wish to, by this Agreement, resolve all interests, rights, claims and other issues related to the Project and SCE's acquisition of the entirety of the Subject Property including immediate possession and use of the Subject Property by SCE forthe Project, NOW THEREFORE, IN CONSIDERA TION OF ALL `i HE FOREGOING, THE PARTIES DO HEREBY AGREE AS FOLLOWS 1 AGREEMENT TO SELL AND PURCHASE Sel lei represents and warrants that they, and they alone, own tine Subject Property and Seller agrees to sell to SCE and SCE agrees to purchase from Sellei, upon the terms and for the consideration set forth in this Agreennent, certain rights to use the property as set forth in Section 7 below 2 PURCHASE PRICE The total purchase price for the Subject Property shall be the suit of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) The purchase price, shall be payable as set forth below 3 CONVEYANCE OF TI TLE Seller agrees to convey by easement documents, substantially in the form of Exhibit A attached hereto (the "Casement Documents"), to SCE title to the Subject Property (tree and clear of all recorded and unrecorded liens encumbrances, assessments, easements, licenses, leases and taxes,), 1 XCl P C a Non -delinquent taxes For the fiscal year in which this transaction closes which shall be cleared and paid in the mannei required by Section 4956 of the Revenue and']. axation Code, if unpaid at the close of this transaction 4 TITLE INSURANCE POLICY I1 SCI: so chooses tollov�rn�g recording of said Easement Documents by SCL, to acquire a CLIA Standard Coverage Policy of i itle Insurance, SCE agrees to pay the premium charged therefore 5 TRANSACTION Seller shall execute and deliver said Eascnnent Documents as referenced in Paragraph 3 above, to SCE's title departnnent concurrently with this Agreement, of as soon as possible thereafter when said Easement Documents are available SCE's title department shall handle the process of recording the Easement Documents SCE shall send payment referenced in Paragraph 2 above within thirty (30) days of the recording of the I aserneint Documents SCE and Seller agree to cooperate and provide any additional instruments as may be reasonably necessary to complete this transaction The parties additionally agree a SCE may, upon Seller's written approval, deduct from the arnount shown in Paragraph 2 above any amount necessary to place title in the condition necessary to satisfy Paragraph 3 of this Agreement, I b All time limits within which any matter herein specified is to be perforixied may be extended by agreemlent of the parties hereto Any amendment of, or supplement to, this AGREEMENT must be in writing 6 TRANSACTION COSTS .Except for Paragraph 5(a), SCC agrees to pay all transaction costs and tees related to the recording and conveyance of the Easement Documents, including but not limited to recording and title insurance fees incurred in this transaction 7 POSSESSION AND USE SCE and Sellei acknowledge that SCE is entitled to immediate possession of the Subject Property as of the date of execution of this Agreement by SCE ("Effective Date") SCE shall provide notice of the execution of this Agreement to Seller using the information contained in Section 19 below SCE and Seller agree that frorn the Effective Date until the recordation of the Easement Documents contemplated herein, SCE shall be entitled to full possession of the Subject Property, to include the right to design, construct and operate the Project, the right to remove and/oi demolish any existing iinproverments within the easement area, and the attendant rights of ing-mess and egress over lands of the Seller adjacent to the Subject Property until the construction of the Project is complete Seller hereby waives any separate monetary claims whatsoever arisen- out of SCE's immediate possession of the Subject Property after the Eflectix-c Date Seller also acknowledges that the purchase price in Section 2 above includes all compensation related to the transfei of immediate possession of the Subject Property to SCE as contemplated herein, and no additional compensation claims may be raised 2 8 FULL AND COMPLETE SE'ITLENIENI IN LIEU OF CONDLIVINATION Selle€ and SCE acknowledge that this transaction is a negotiated settlement in lieu of SCL exercising its power of eminent domain Sellei and SCE Furthei acknowledge that SCI-: is acquiti€ng the Subject Property set forth herein under the threat of the power of eminent domain Sellei acknowledges that SCE's acquisition of the Subject Property to€ the Project is a valid public use Scllei hereby acknowledges that the compensation paid to Sellei through this Agieement constitutes the full and complete settlement of any and all clai€ns against SCE related to SCE's acquisition of the Subject Property including but not limited to full payinncnt of lust compensation in einmeint domain by reason of SCE's acquisition of the Property, specifically including, but not hinited to, any and all rights of claims that Seller has, may have of may in the future have under Article 1 Section 19 of the California COn4trtntlo.11, the Eminent Domain Law, or any othei law or regulation, except as provided herein 9 EMINENT DOMAIN PROCEEDINGS The parties acknowledge that this Agicement constitutes a voluntary acquisition of the Subject Property in lien of eminent domain, and that SCE is acquiring the Subject Property under the threat of eminent domain for the Project, a public use Sellei expressly acknowledges that the execution of this Agreement does not constitute a waiver of SCE's constitutional and statutory right to commence and €maintain an eminent domain proceeding in Superior Court to eithei (1) acquire the Subject Pioperty to address a defect in Seller's ability to convey cleat and unencumbered title to SCE, of (2) to cleat any additional recorded or unrecorded encun-ibrances that impact SCE's ability to own and possess the Subject Property free of any encumbrance, license, easement, property right and/ot ]ren foi the Project 10 RENTAL AND LEASEHOLD INTEREST Sellei warrants that there are no third parties in possession of any portion of the Subject Property as lessees, tenants at sufferance, trespassers, of invitces, and that there are no oral of written recorded of unrecorded leases or other agreements concerning all of any portion of the Subject Property Seller furthei agrees to hold SCI: harnnless and reimburse SCE foi all of its losses, costs and expenses occasioned by reason of any lease of said Subject Property lield by any tenant of Seller, including the reimbursement of any attorney s fees incurred by SCF. to obtain complete possession of the Subject I I WARRANTIES_ REPRESENTATIONS, AND COVENANTS OF SELLER Seller hereby warrants, represents, and/or covenants to SCE that a To the best of Seller's knowledge there are no actions suits, material claims, mechanics or imaterialmen liens, legal proceedings, of any other proceedings of claims affecting the Subject Property of any portion thereof, at law, of in equity before any court of governmental agency, domestic of foreign b To the best of Seller's knowledge, there are no encroachments onto the Subject Property by innprovements on any adjoining property, not do any building=s or improvements of the Subject Property encroach on other properties c Sellei shall not do anything which would impair Seller's title to any of the Subject Property during the completion of the acquisition process contemplated herein 3 d fo the best of Seller's knowledge, neither the execution of this Agreement nor the peitormance of the obligations herein will conflict with, o€ breach any of the provisions of any bond note, evidence of indebtedness, contract, lease, o€ oche€ aoreenient o€ instrument to which the Subject Property may be bound e Until the closing Sellei shall upon learning of any fact o€ condition which would cause any of the warranties and representations in these Warranties, Representations, and Covenants of Seller not to be true as of closing- immediately give written notice of such fact or condition to SCE F Seller, at the time of execution of this Agreement is the sole lawful owne€ of the Subject Propeity and has good, cleai, and rmaiketable title to the Subject Property Seller also warrants that Sel let has full le=gal authoi ity to enter into this Agreement, and in so doing is not thereby in violation of any other contract of agreement with any othe€ party, and has already secured the consent of any lender of financial institution necessary pet the Lender Consent Agreement Sellei warrants that it has not assigned any of its interests in the Subject Property to any other person of entity, and that it is tine sole party with authority to c.omproimise its c.lainns related to theSub_ject Property _ut Sellet shall maintain the Subject Property in good condition and shall perform all of its obligations under any service contracts or other contracts affecting the Subject Property until the EffectiveDate h Each of the above warranties and representations is material and is relied upon by SCE separately and collectively Each of the above representations and warranties shall be deemed to have been made as of the date of execution of this Agreement and shall survive the recording of the Easement Documents 12 COUNTLRPARTS. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed gin original, and all such counterparts together shall constitute one and the same instrument 13 CONTINGENCY It is understood and agreed between the parties hereto that tine completion of this tiansac,tion iscontnngent upon the specific acceptance and approval of SCE, of its designated assignee or authorized person(s) The execution of this Agreement by SCE constitutes said acceptance and approval 14 NO BROKERS. SCE and Seller cac.h represents to the other that no brokers have been involved in this transaction Any party in breach of this provision will indemnify the tion - bleaching party against any claim, suits, damages and costs incurred or resulting from tine claims of any person for any brokerage fee o€ compensation due in connection with this transaction pursuant to a written agreement made with said claimant 15 JURISDICTION AND VENUE Tints Agreement shall be governed by and constructed rn accordance with the laws of the State of California Fhe parties consent to the, jurisdiction of the San Bernardino Superior Court, for any and all claims related to this Agreement o€ the Subject Property 4 16 ASSIGNMENT fhe terms and c,ondittons covenants, and agreements set forth herein shall apply to and bind the heirs_ executors, adrnninistrators, assigns and successors of the parties hereto SCE may freely assign any of all if its interests of rights under this Aareennent without the consent of Sellei 17 COOPI_RAFION Each party agrees to cooperate with the other in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the proposes and intent of this Agreement including„ but not limited to, releases or additional agreements 18 ENI IR.E AGREEMENT. WAIVER AND MODIFICATION lhisAgreeinentistheentire Agreen-ient between the parties with respect to the subject matter of this Agreement It supersedes all pi ioi agreements and understandins whether oral of written, between the parties with respect to the matters contained in this Agreement Any waiver, modification, consent of acquiescence with respect to any provision of this Agreement shall be set Forth in writing and duly executed by or on behalf of the party to be bound thereby No waiver by any party of any breach hereunder shall be deemed a waiver of any other of subsequent breach 19 NOTICES Any notice that either party may of is required to give the other shall be in writing, and shall be either personally delivered or sent by reg filar U S Mail, to all of the following addresses 20 RECORDING SCE shall be entitled to record the basement Documents contemplated herein, along with any Certificate of Acceptance with the San Bernardino County Recorder's Office 5 As to SCE Southern California Edison Company Real Properties - Title R Valuation 2 Innovation Way, 2nd floor Pomona, CA 91768 As to SCE Southern California Edison Company Law Department 2244 Walnut Grove Avenue, 3rd Floor Rosemead, CA 91770 As to Sellei City of Redlands c/o Tim Sullivan 33 Capon Street, Suite 222 Redlands, CA 92373 As to Sellei Counsel City of Redlands Dan McHugh, City Attorney 35 Cajon Street Suite 200 Redlands, CA 92373 20 RECORDING SCE shall be entitled to record the basement Documents contemplated herein, along with any Certificate of Acceptance with the San Bernardino County Recorder's Office 5 21 SLVERABILIT Y If any term of provision of this Agri.ement shall, to any extent be held in,, alid of unenforceable the ren-iairndei of this Agreement shall not be affected, so lon(, as the economic of le,al substance of the transactions contemplated hereby is not affected in any manner adverse to eithei party Upon such determination that any terns of provision is illegal of incapable of beim, enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the oris final intent of the parties as closely as possible in an acceptable marinci to the end that transactions contemplated hereby are fulfilled to the greatest extent possible 22 CONSTRUCT ION Section headings are solely for the convenience of the parties and are not a part of and shall not be used to interpret this Agreement I lie singulai foi-in shall include the phial and vice versa This Agreement shall not be construed as if it had been prepared by one of the parties but rathei as if both parties have prepared it Unless otherwise indicated all references to Sections are to this Agreement 23 AUTHORITY I ach individual executing this Agreement on behalf of an entity represents and warrants that he of she has been authorized to do so by the entity on whose behalf lie of she executes this Agreement and that said entity will thereby be obligated to perform theterrns of this Agreement 24 AT fORNEYS FEES In the event of suit, arbitration, of other proceeding to enforce the terms of this Agreement the prevailing party (as defined by Civil Corte 51717) in any such proceeding shall be entitled to a reasonable award of attorneys' fees As used herein, "attorneys' fees" includes all reasonable attorneys' fees actually incurred, reasonable costs fot pursuit of discovery, including deposition ti ansa ipts, preparation of exhibits, andthe like, and all other costs normally recoverable in civil actions 25 IDENT'IFICAT'ION OF SELLER For purposes ofideintifying the owner of the Sub]ect Property being acquired by SCE for issuing IRS Forrn 1099, Sel let i equests that said Form name the recipient of the funds paid he.rern as listed oil the pi ovided W-9 SIGNATURE PAGE FOLLOWS IN WI I NFSS WI IEREOF, the parties hereto hay e executed this Agreement on the day and yeai set forthbelow SELLER CITY OF REDLANDS, a municipal corporation Q � Date 3 i p By l aul W Foster Mayos ATTEST By Jea e onaldson, City Clerk Date $ APPROVED AS TO FORM. By Daniel J I Iubh Counsel foi S ei SOUTHERN CALIFORNIA EDISON COMPANY -31 AdsitionsrctcuPManager APPROVED AS'1 O FORM - VA 'Keith E McCitlloubh Andrew M [ones Counsel Foi SCE RECORDING REQUESTED BY SOUTHERN CALIFORNIA EDISON COMPANY WHEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY 2 INNOVATION WAY, 2ND FLOOR POMONA CA 91768 ATTN TITLE & VALUATION EXHIBIT A SPAC£ A13OVE THIS LINE FOR GRANT OF EASEMENT DOCUMENTARY TRANSFER TAX S APPROVED COMPUTED ON FULL VALUE OF PROPERTY CONVEYED REAL PROPERTIES DEPARTMENT OR COMPUTED ON FULL VALUE LESS LIENS AND BY YM DATE 6/29J2017 ENCUMBERANCES REMAINING AT TIME OF SALE PROJECT WEST OF DEVERS SERVICE ORDER 801275175 ,SQ CAL EDISON CO FILE NUMBER ACQ202998209 SCE DOCUMENT NUMBER.514270 SIGNATUREorDECLARANTOR AGENT DFTERMINING TAX FIRIM NAM£ SERIAL NUMBER 71500A SEGMENT 66KV LOCATION CITY Or REDLANDS APN 0292 034 02 CITY OF REDLANDS, a municipal corporation, hereinafter called "Grantor", for a valuable consideration, paid by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, receipt of which is hereby acknowledged, hereby grant(s), bargain(s), sell(s) and convey(s) unto said SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, its successors and assigns, hereinafter called "Grantee", an easement and right of way to construct, use, maintain, alter, add to, enlarge, repair, replace, inspect, and/or remove, at any time and from time to time, electric lines, consisting of poles and towers made of various materials, "H" frame structures, guy wires and anchors, cross arms, wires and other fixtures and appliances and communication circuits with necessary appurtenances, both overhead and underground, for conveying electric energy to be used for light, heat, power, telephone and/or other purposes, in, under, on, over, along and across a strip of land of varying width, hereinafter described and designated as "Right of Way Strip," lying within that certain real property of the Grantor, situated in the County of San Bernardino, State of California, more particularly described as follows LA DREW SUB LOT 2 BLK 5 AND PTN S % DEPOT ST VAC ADJ ON N AND FAIRBANKS AVE ADJ ON E EX HGWY 19 AC M/L The said right of way strip is more particularly described on the Exhibit "A" and more particularly depicted on the Exhibit "B" both attached hereto and by this reference made a part hereof Grantor further grants, bargains, sells and conveys unto the Grantee the right of assignment, in whole or in part, to others, without limitation, and the right to apportion or divide in whatever manner Grantee deems desirable, any one or more, or all, of the easements and rights, including but not limited to all rights of access and ingress and egress granted to the Grantee by this Grant of Easement Grantor hereby also grants to Grantee, its successors and assigns, and its and their contractors, agents, and employees, the right to clear and to keep clear said right of way strip, free from explosives, buildings, equipment, brush, combustible material and any and all other obstructions of any kind (except for those Herein provided) and the right to trim or remove any tree or shrub which in the opinion of Grantee, may endanger said electric lines or any part thereof or interfere with the exercise of the rights herein granted The terms, covenants and conditions of this Grant of Easement shall bind and inure to the benefit of the successors and assigns of Grantor and the successors and assigns of Grantee IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its officers thereunto duly authorized, this day of , 2018 Grantor CITY OF REDLANDS, a municipal corporation By Paul W Poster Mayor RECORDING REQUESTED BY SOUTHERN CALIFORNIA EDISON COMPANY WFIEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY 2 INNOVATION WAY, 2ND FLOOR POMONA, CA 91768 ATTN TITLE & VALUATION COPY of Document Recorded at San Bernatrdinor CA County Recorder 2018-0279421 BK PG 00/01/2018 has not been compared with original Original will be returned when process has been completed. Fee 38.75 DTT 0.00 CA-SB2 0 00 Total 38 75 SPACE ABOVE THIS GRANT OF EASEMENT DOCUMENTARY TRANSFER TAX 5 2 APPROVE© ✓ COMPUTED ON FULL VALUE OF PROPERTY REAL PROPERTIES DEPARTMENT CONVEYED BY YM DATE 6/29/2017 OR COMPUTED ON FULL VALUE LESS LIFTS AND ENCUMBERANCES REMAINING AT TIME OF SALE PROJECT NEST OF REVERS � SERVICEORDER 8 0 13 75 175 EDISON FILE NUMBER. ACQ202998209 CO_ S NATnUREOFIIECLARAN7ORAGENTDET6RMrXfNGTAX,RPM SCE DOCUMENT NUNMER.514270 NAME SERIAL NUMBER 71500A SEGMENT 66KV LOCATION CITY OF REDLANDS AFN:0292 034 02 CITY OF REDLANDS, a municipal corporation, hereinafter called "Grantor", for a valuable consideration, paid by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, receipt of which is hereby acknowledged, hereby grant(s), bargam(s), sell(s) and convey(s) unto said SOUTHERN CALIFORNIA EDISON COMPANY a California corporation, Its successors and assigns, hereinafter called "Grantee", an easement and right of way to construct, use, maintain, alter, add to, enlarge, repair, replace, inspect, and/or remove, at any time and from time to time, electric lines, consisting of poles and towers made of various materials, "H" frame structures, guy wires and anchors, cross arms, wires and other fixtures and appliances and communication circuits with necessary appurtenances, both overhead and underground, for conveying electric energy to be used for light, heat, power, telephone and/or other purposes, in, under, on, over, along and across a strip of land of varying width, hereinafter described and designated as "Right of Way Strip," lying within that certain real property of the Grantor, situated in the County of San Bernardino, State of California, more particularly described as follows LA DREW SUS LOT 2 BLK 5 AND PTN S '/i DEPOT ST VAC ADJ ON N AND FAIRBANKS AVE ADJ ON E EX HG WY 19 AC M/L The said right of way strip is more particularly described on the Exhibit "A" and more particularly depicted on the Exhibit "13" both attached hereto and by this reference made a part hereof Grantor further grants, bargains, sells and conveys unto the Grantee the right of assignment, in whole or In part, to others, without limitation, and the right to apportion or divide in whatever manner Grantee deems desirable, any one or more, or all, of the easements and rights, including but not limited to all rights of access and ingress and egress granted to the Grantee by this Grant of Easement AI 0 h 0 CD r 0 1< RECORDING REQUESTED BY SOUTHERN CALIFORNIA EDISON COMPANY WHEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY 2 INNOVATION WAY, 2"D FLOOR POMONA, CA 91768 ATTN TITLE & VALUATION SPACE ABOVE THIS LINE FOR RECORDER S USE GRANT OF EASEMENT DOCUMENTARY TRANSFER TAX S APPROVED COMPUTED ON FULL VALUE OF PROPERTY REAL PROPERTIES DEPARTMENT CONVEYED BY YM DATE 6/29/2017 OR COMPUTED ON FULL VALUE LESS LIENS AND ENCUMBERANCES REMAINING AT TIME OF SALE PROJECT WEST OF DEVERS SERVICE ORDER 801275175 SO CAL EDISON FILE NUMBER ACQ202998209 CO SCE DOCUMENT NUMBER.514270 SIGNATURE OF DECLARANT OR AGENT DETERMINING TAX FIRM NAME SERIAL NUMBER 7ID00A SEGMENT 66KV LOCATION CITY OF REDLANDS APN 0292 034 02 CITY OF REDLANDS, a municipal corporation, hereinafter called "Grantor" for a valuable consideration, paid by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, receipt of which is hereby acknowledged, hereby grant(s), bargain(s), selI(s) and convey(s) unto said SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, Its successors and assigns, hereinafter called "Grantee", an easement and right of way to construct, use, maintain, alter, add to, enlarge, repair, replace, inspect, and/or remove, at any time and from time to time, electric lines, consisting of poles and towers made of various materials, "H" frame structures, guy wires and anchors, cross arms, wires and other fixtures and appliances and communication circuits with necessary appurtenances, both overhead and underground, for conveying electric energy to be used for light, heat, power, telephone and/or other purposes, in, under, on, over, along and across a strip of land of varying width, hereinafter described and designated as "Right of Way Strip," lying within that certain real property of the Grantor, situated in the County of San Bernardino, State of California, more particularly described as follows LA DREW SUB LOT 2 BLK 5 AND PTN S %2 DEPOT ST VAC ADJ ON N AND FAIRBANKS AVE ADJ ON E EX HGWY 19 AC MIL The said right of way strip is more particularly described on the Exhibit "A" and more particularly depicted on the Exhibit' B" both attached hereto and by this reference made a part hereof Grantor further grants, bargains, sells and conveys unto the Grantee the right of assignment, in whole of in part, to others, without limitation, and the right to apportion or divide in whatever manner Grantee deems desirable, any one or more, or all, of the easements and rights, including but not hinited to all rights of access and ingress and egress granted to the Grantee by this Grant of Easement GRANT OF EASEMENT CITY OF REDLANDS SERIAL NUMBER 71500A SEGMENT 66KV PROJECT WEST OF DEVERS Grantor hereby also grants to Grantee, Its successors and assigns, and Its and their contractors, agents, and employees the right to clear and to keep clear said right of way strip, free from explosives, buildings, equipment, brush, combustible material and any and all other obstructions of any kind (except for those herein provided) and the right to trim or remove any tree or shrub which in the opinion of Grantee, may endanger said electric lines or any part thereof or interfere with the exercise of the rights herein granted The terms, covenants and conditions of this Grant of Easement shall bind and inure to the benefit of the successors and assigns of Grantor and the successors and assigns of Grantee IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its officers thereunto duly authorized, this I 7Tft day of �uLy , 2018 Grantor. CITY OF REDLANDS, a municipal corporation By Paul W Foster Mayor Attest Je e Donaldson, City Clerk [2] CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary 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 California County of San Bernardino On Date personally appeared Paul W before me, Heather MacDonald, Notary Public Here Insert Name and Title of the Officer Foster and Jeanne Donaldson Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the perso s) whose name ss is re subscribed to the within instrum and acknowledged t me that he/she/ a executed the same in his/her/ eir uthorized capacity(es and that y his/her/t eir ignatureQs on t e instrument the persor� or the entity upon behalf of which the persoQ0 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 0ooao0000000000000000000000000000o0oMOOOo00000 WITNESS m hand and official seal S HEATHER MACDONALD R .fir �.. COMM # 2216458 U NOTARY PI. SLIGCALIPORNIA U Signature g$� SAN BERNARDINO COUNTY gt Signature of ary ublrc 60000000000000oo�000 0 00 op OODDOOOOOOODOO00006 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Docu ent Title or Type of Document�1lfi�u��`��iY1+��J1 Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing Signer's Name ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing 02016 National Notary Association www National Notary org 1 -800 -US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" LEGAL DESCRIPTION SERIAL No 71500A PARCEL No I TRANSMISSION LINE EASEMENT AREA TO SCE THAT PORTION 01• THE LAND DESCRIBED IN INSTRUMENT No 85-254992, OF OFFICIAL RECORDS OF THE COUNTY OF SAN BERNARDINO, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO STATE OF CALIFORNIA AS SHOWN ON THE MAP FILED IN BOOK 83, PAGE 99 OF RECORD OF SURVEYS, RECORDS OF SAID COUNTY, BEING DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHWEST CORNER OF SAID LAND AS SHOWN ON SAID MAP, THENCE ALONG THE WESTERLY LINE Ol SAID LAND THE FOLLOWING TWO (2) COURSES 1 NORTH 00032'24" EAST, 35 55 FEET 2 NORTH 42033'09" EAST, 19 93 FEET THENCE LEAVING SAID WESTERLY LINE SOUTH 03059 03" WEST, 5180 FEET TO THE SOUTHERLY LINE OF SAID LAND, SAID LINE BEING A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 1327 42 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 07048' 15' WEST, THENCE ALONG SAID SOUTHERLY LINE BEING A CURVE, THROUGH A CENTRAL ANGLE OF 00026'43", AN ARC LENGTH OF 10 32 FEET TO THE POINT OF BEGINMNG CONTAINING 504 SQUARE FEET OR 0 0l ACRES, MORE OR LESS AS SHOWN ON EXHIBIT `B" ATTACHED HEREWITH AND MADE A PART HEREOI' PREPARED BY ME OR UNDER MY DIRECTION BRIAN W MOORE s DATE �+/0 77 No 7533 BRIAN W MOORE, P L S No 7533 9 SOUTHERN CALIFORNIA EDISON COMPANY �`° of rok PAGE 1 OF I EXHIBIT 'B" THAT PORTION Or THL LAND AS SHOWN ON THE MAP HLED IN BOOK 86, PAGE 99 RECORD OF SURVEY, IN THE OFFICE THE COUNTY RECORD R, COUNTY OF SAN BERNARDINO, STATE. OF CALIFORNIA �o I LANDS OF GRANTOR �! a ® APN 0292-034-02 z� INTERSTATE 10 m� Area � 119,786 SgFt = 2 75 Acres �o I "N I W 1 Q �0 'II aNI APN 0292-034-02 r? �� z , 3.1/JJ ° o 'n I EMSON COMPANY �� LANs] DESCRIBED IN INST NO 85-254992 1 in ¢ I Area = 504 SgFt = 0.01 Acres OR AS SHOVPN ON RS 83/99 N - I O 4 SW COR LANDS DESCRIBED IN INST NO f I 85-254992 0,R AS SHOWN ON RS 83/99 APN 0292-034-15 T �< LAND © I i'Rr1C f I\lo IJJJ2-1 s �fi !1 J\il 8 152/7-5-79 i s / ui� BRIAN W � 1 � \ \ f i 1 / EL A No 7533 0 150 300 d=0'2643 SCALE IN FEET R=1327 42 Joy \ � N 1 Q, LANDS OF GRANTOR �! a ® APN 0292-034-02 Area � 119,786 SgFt = 2 75 Acres Q W 1 Q �0 'II ° PARCEL 1 TRANSMISSION LINE EASEMENT AREA TO SOUTHERN CALIFORNIA 'n I EMSON COMPANY I C N w ¢ 1 Area = 504 SgFt = 0.01 Acres } I I O 4 LAND © I v) < s �fi 1 C7 - v`aV 1 i i s / ui� BRIAN W \ � MOORE - \ \ / EL A No 7533 0 150 300 d=0'2643 SCALE IN FEET R=1327 42 F OF GP4f SHEET 1 OF 1 PROJECT NAME WEST Or OEVERS 4/12/2017 10 33 Alt M 5 54_,03 VAP & t B RE= R S 83/99 CITY REDLANDS l Co N'Y SAN BERNARDt1`40 DRAWN Far T07hLL INC, SJrV-YE] F3Y M I _ TIet r 7REINS m"[c�Aqmmn,, GATE 06/05/15 CHAVZ IER-A_ NO /150OA HECK ED BY BRIAN MOORE nso G��3LJ8 iy r1RC ORDER NO 80 1275175 h10Ti ICATI0k Nu 202998209 1 FI'e Nor, e i \ARCF4lvE\`)RAJ&4rl` 11500A DWG EXHIBIT "A" LEGAL DESCRIPTION SERIAL No 71500A PARCEL No. 1 TRANSMISSION LINE EASEMENT AREA TO SCE THAT PORTION OF THE LAND DESCRIBED IN INSTRUMENT No 85-254992, OF OFFICIAL RECORDS OF THE COUNTY OF SAN BERNARDINO, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AS SHOWN ON THE MAP FILED IN BOOK 83, PAGE 99 OF RECORD OF SURVEYS, RECORDS OF SAID COUNTY, BEING DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHWEST CORNER OF SAID LAND AS SHOWN ON SAID MAP, THENCE ALONG THE WESTERLY LINE OF SAID LAND THE FOLLOWING TWO (2) COURSES I NORTH 00032'24" EAST, 35 55 FEET 2 NORTH 42033'09" EAST, 19 93 FEET THENCE LEAVING SAID WESTERLY LINE SOUTH 03059'03" WEST, 51 80 FEET TO THE SOUTHERLY LINE OF SAID LAND, SAID LINE BEING A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 1327 42 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 07048'15" WEST, THENCE ALONG SAID SOUTHERLY LINE BEING A CURVE, THROUGH A CENTRAL ANGLE OF 00026'43", AN ARC LENGTH OF 10 32 FEET TO THE POINT OF BEGINNING CONTAINING 504 SQUARE FEET OR 0 01 ACRES, MORE OR LESS AS SHOWN ON EXHIBIT "B" ATTACHED HEREWITH AND MADE A PART HEREOF PREPARED BY ME OR UNDER MY DIRECTION BRIAN W R; Ir MOORE c DATE,5/ V-1 -7 Na 7533 BRIAN W MOORE, P L S No 7533 SOUTHERN CALIFORNIA EDISON COMPANY T� OF c^ PAGE 1 OF 1 THAT PORTION OF THE LAND AS SHOWN ON THE MAP FILED IN BOOK 83, PAGE 99, RECORD OF SURVEY, IN THE OFFICE THE COUNTY RECORDER, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA -------------- Co I z z zm -L zN I Q a I INTERSTATE 10 M� EO "N f 2nQm C. Z— _ _ _------------ I - ----------- o� N APN 0292-034-02 r� y C r f' Q 03 1 Z M LAND DESCRIBED IN INST NO 85-254992 ¢ N J OR AS SHOWN ON RS 83/99 Q ` — r P O.B. SW COR LANDS DESCRIBED IN INST NO 1 85-254992 O.R AS SHOWN ON RS 83/99 APN 0292-034-15 r -cc r \ - FJRAr7 JNCJ', ID992-J 15 2l 10- 7 9 r ® \ 61 z \ f z� 1/ \ Cn LANDS OF GRANTOR Lo 0 APN 0292-034--02 r z ul 1 Ln N Area = 119,786 SgFt = 2 75 Acres cn oa co 0 ro 1 m in PARCEL 1, TRANSMISSION LINE EASEMENT ® Cq L6 AREA TO SOUTHERN CALIFORNIA EDISON I Lu 6m rn UJ 0� E uz m 0 z E COMPANY I Area = 504 SgFt = 0 01 Acres w Cn C:j C14 CoI o ' accwN o¢i oo �� m� 1 N 1 g=COII z 0 0 Nz 1 W Ld fn m P L LAND \ Q vOiJ uJi o / L) BRIAN W \ a MOCIRE 0 \ v i °- No 7533 0 150 300 6-0'26'43"/ y�� SCALE I FEET R=1327 42, ' L�10.3>r- 0� cA�`�o��� EXHIBIT jo it SHEET 1 OF 1 PROJECT NAME WEST OF DEVERS 4/12/2017 10 33 AM M S 54-103 MAP & F B REF R S 83/99 CITY REDLANDS COUNTY SAN BERNARDiNO DRAWN BY TOWILL, INC SURVEYED BY MULTIPLE CREWS SOMEM CAUF IA DATE 06/06/15 ITRES LINDA CHAVEZ SERfAL NO 71500A CHECKED BY BRIAN MOORE x. ®�,orrn�rs�urrraruc• WORK ORDER NO 801275175 1 NOTIFICATION NO 202998209 1 File Name T \ARCHIVE\DRAWING\ 71500A DWG 3 CONVEYANCE OI II"ILE Sellei agrecs to convey by easement documents, substantially in the form, of Fxlnibit A attached hereto (the "Lasoment Documents"), to SCC title to the Subject Property (free and cleat of all recorded and unrecorded liens, encu „brances, assessments easements, licenses leases, and taxes) HXCUPT <t Non-delingm nt tares foi the fiscal yeas in which this transaction closes which shall be cleared and paid in the nnannen required by Section, 49$5 of the Revenue and T axatiorn Code if unpaid at the close of thins transaction 4 TITLE INSURANCE POLICY If SCT: so chooses following recording of said Easement Documents by SCE, to acquire a CLIA Standard Coverage Policy of Title Insurance, SCE agrees to pay the pnetniUM charged therefore S TRANSACTION Seiler shall execute and delnvei said Easement Documents as referenced in Paragraph 3, above, to SCE's title departinent concurrently with this Agrcennenit, of as soon as possible thereafter when said Easement Documents are available SCE's title department shall Handle the process of recording; the Easement Documents SCE shall send payment referenced in Paragraph 2 above within thirty (30) days of the recording of the Easement Documents. SCC and Seller agree to cooperate and provide any additional insti-nunnents as nnay be reasonably necessary to complete this transaction The parties additionally agree a SCE may, upon Seller's written approval, deduct from the ainnoti nt shown in Paragraph, 2 above any arnoinit necessary to place title in the condition necessary to satisfy Paragraph. 3 of this Aarcernent, b All tune hunts within which, any matter Herein specified is to be perfomled may be extended by agreement of the parties hereto Any amendment of of supplement to, this AGREEMENT ,mist be in tivriting; 6 TRANSACTION COSTS Except for Paragraph 5(a), SCE agrees to pay all transaction costs and fees related to the recording and conveyance of the Easement Documents, including but not Iimited to recording and title insurance fees incurred in this transaction i POSSESSION AND USE SCE and Setter acknowledge that SCE is entitled to immediate possession of the Subject Property as of the date of execution of this Agreement by SCC ("Effective Date") SCE shall provide notice of the execution of this Agreement to Seller usuia the information contained in Section 19 below SCE and Seller agree that from the Effective Date until the recordation of the UaSernent Documents contemplated lacrein, SCE shall be entitled to full possession of the Subject Property, to include the right to design, construct and operate the Project, the right to remove andloi demolish any existing improvements within the easement area, and the attendant rights of ingress and egress oven lands of the Seller adjacent to the Subject Property until the construction of the Project is complete Seller Hereby waives any separate monetary claims whatsoever arising out of SCE's maisiediate possession of the Subject Property after the Effective Date Setlei also acknowledges that the purchase price in Section 2 above includes all compensation related to the transfet of immediate possession of the Subject Property to SCE as contemplated herein, and no additional compensation claims may be raised 0) d To the best of Seller's knowledge, neither the execution of this Agreement not the peilorniance of the obligations herein will confi;ict with, of breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agn eenient or nlstrument to which the Subject Property may be bound Until the closing, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in these Warranties, Representations, and Covenants of Sellet not to be true as of closing, immediately give written notice of such fact or condition to SCE Sellei, at the time of execution of this Agreement, is the sole lawnQ owne€ of the Subject Property and has good, cleat, and marketable title to the Subject Property Seller also warrants that Selle€ has full legal authority to enter into this Agreement, and in so doing is not thereby in violation of any other contract of agreement with any other party, and has already secured the consent of any lender or financial institution necessary pet the Lende€ Constant Agreement Seller wairants that it has not assigned any of its interests in the Subject Property to any other person or entity, and that it is the sole parry with authority to compromise its clainns related to theSublect Property Seller shall maintain the Subject Property in good condition and shall perform all of its obligations under any service contracts of other contracts aflectrng the Subject Property until the EffectiveDate 11 Each of the above warranties and representations is material and is relied upon by SCE separately and collectively Each of the above representations and warranties shall be deemed to have been made as of the date of execution of this Agreement and shall survive the recording of the Easement Documents 12 COUNTERPARTS This Agreement nnay be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and thL saine i nstruineint 13 CONTINGENCY It is understood and agreed between the parties hereto that the completion ofthrs transaction Is contingent upon the specific acceptance and approval of SCE, or its designated assignee of authorized person(s) The execution of this Agreement by SCE constitutes said acceptance and approval 14 NO BROKF..RS. SCE and Selle€ each represents to the other that no brokers have beers involved in this transaction Poiy party m breach of this provision will mdernntfy the non - breaching party against any claim, suits, damages and costs incurred or resulting from the clainns of any person. for any brokerage fee or compensation due in connection. with this transaction pursuant to a written agreement made with said claimant 15 JURISDICTION AND VENUE This Agreement shall be governed by and constructed in accordance with the laws of the State of California I lie parties consent to the Jurisdiction of the San Bernardino Superioi Court, for any and all claims related to this Agreennent or the Subject Property 4 21 SEVERABILITY If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected, so long as the economic of legal substance of the tramsm tiorns contemplated hereby is not affected in any manner adverse to eithei party Upon suc,li determination that any tel in or provision is illegal of incapable of beu-ig enforced, (lie parties licreto shall negotiate in good faith to modify (his Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the greatest extent possible 22 CONSTRUCTION Section headings are solely foi the convenience of the parties and are not a part of and shall not be used to intelpret this Agreement 'I lie tiingulai form shall include the plural and vice versa This Agreement shall not be construed as if it had been prepared by one of the parties, but r athei as if both parties have prepared it Unless other wise indicated, all references to Sections are to this Agreement 23 AUTHORITY Each individual executing this Agreement on behalf of an entity represents and wan -ants that he or she has been authorized to do so by the entity on whose behalf lie of she executes this Agreement and that said entity will thereby be obligated to performs theterms of this Agreement 24 ATTORNEYS FEFS Inthe event of suit, arbitration, of other proceeding to einforce the terms of this Ao eenient, the prevailing patty (as defined by 0141 Code § 1717) in any such proceeding shall be entitled to a reasonable award of attorneys' fees As used herein, "attorneys' iecs" inclUdes all reasonable atton>.eys' fees actually incurred, reasonable costs fol pursuit of discovery, including deposition transci ipts, preparation of exhibits, andthe like, and all other costs normally recover able in civil actions 25 IDENTIFICATION OF SELLER. For purposes of identifying the owner of the Sublec.t Property being acquired by SCE .foi issuing IRS Formn 1099, Sellet requests that said Foran name the recipient of the funds pard herein as listed on the provided W-9 SIGNATURE PAGE FOLLOWS M RECORDING REQUESTED BY SOUTHERN CALIFORNIA EDISON WHEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY 2 INNOVATION WAY, 2ND FLOOR POMONA CA 91768 ATTN TITLE&VALUATION EXHIBIT A ABOVE THIS LINE FOR RECORDER GRANT OF EASEMENT DOCUMENTARY TRANSFER TAX S APPROVED COMPUTED ON FULL VALUE OF PROPERTY CONVEYED REAL PROPERTIES DEPARTMENT OR COMPUTED ON FULL VALUE LESS LIENS AND BY YM DATE 6/2912017 ENCUMBERANCES REMAINING AT TIME OF SALE PROJECT WEST OF DEVERS SERVICE ORDER 801275175 SO. CAL. EDISON CO. FILE NUMBER ACQ202998209 SCE DOCUMENT NUMBER.514270 SIGNATURE OF DECLARANT OR AGENT DETERMINTNG TAX FIM[ NAME SERIAL NUMBER 71500A SEGMENT 66KV LOCATION CITY OF REDLANDS APN-0292 034 02 CITY OF REDLANDS, a municipal corporation, hereinafter called "Grantor", for a valuable consideration, paid by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, receipt of which is hereby acknowledged, hereby grant(s), bargain(s), sell(s) and convey(s) unto said SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, its successors and assigns, hereinafter called "Grantee", an easement and right of way to construct, use, maintain, alter, add to, enlarge, repair, replace, inspect, and/or remove, at any time and from time to time, electric lines, consisting of poles and towers made of various materials, "H" frame structures, guy wires and anchors, cross arms, wires and other fixtures and appliances and communication circuits with necessary appurtenances, both overhead and underground, for conveying electric energy to be used for light, heat, power, teleplione and/or other purposes, in, under, on, over, along and across a strip of land of varying width, hereinafter described and designated as "Right of Way Strip," lying within that certain real property of the Grantor, situated in the County of San Bernardino, State of California, more particularly described as follows LA DREW SUB LOT 2 BLK 5 AND PTN S 1,12 DEPOT ST VAC ADJ ON N AND FAIRBANKS AVE ADJ ON E EX HGWY 19 AC M/L The said right of way strip is more particularly described on the Exhibit "A" and more particularly depicted on the Exhibit "B' both attached hereto and by this reference made a part hereof EX]-11BIT "A" LEGAL DESCRIPTION SERIAL No 71500A PARCEL No I TRANSMISSION LINE CASEMENT AREA TO SCE FI -IAT PORTION OF THE LAND DESCRIBED IN INSTRUMENT No 85-254992, OF OFFICIAL RECORDS OF TETE COUNTY OF SAN BERNARDINO, IN THE CITY OF ""LANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AS SHOWN ON THE MAP FILED IN BOOK 83 PAGE 99 OF RECORD OF SURVEYS, RECORDS OF SAID COUNTY, BEING DESCRIBED AS FOLLOWS BEGINNING Al THE SOUTHWEST CORNER OF SAID LAND AS SHOWN ON SAID MAP, THENCE ALONG THE WESTERLY LINE OF SAID LAND l HE FOLLOW [NG TWO (2) COURSES I NORTH 00°32'24" EAST, 35 55 FEET 2 NORTH 4233'09" EAST 19 93 FEET THENCE LEAVING SAID WESTERLY LINE SOUTH 03'59'03" WEST, 51 80 FEET TO TETE SOUTHERLY LINTE OF SAID LAND, SAID LINE BEING A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 1327 42 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 07'48' 15" WEST, THENCE ALONG SAID SOUTHERLY LINE BEING A CURVE, THROUGH A CLN1 RAL ANGLE OF 00026'43", AN ARC LENGTH OF 10 32 FEET TO THE POINT Or, BEGINNING CONTAINING 504 SQUARE FEET OR 0 01 ACRES, MORE OR LESS AS SHOWN ON EXHIBIT "B" ATTACHED HEREWITH AND MADE A PART HEREOF, PREPARED BY ME OR UNDER MY DIRECTION BRIAN W MOORS / �✓v - 3 I o / a No 7533 BRIAN W MOORE, P L S No 7533 SOUTHERN CALIFORNIA EDISON COMPANY t� op rax PAGE I OF 1 TRANSMITTAL SOUTHERN CALIFORNIA EDISON REAL PROPERTIES - Acquisitions DATE 8/6/2018 TO City Clerk -Document City of Redlands PO BOX 3005 Redlands, CA 92373 FROM: James Spence Southern California Edison 2 Innovation Way, 2nd Floor, Pomona, CA 91768 RE SER71500A - Purchase and Sale Agreement DESCRIPTION As requested, original executed purchase and sale agreement is enclosed Feel free to contact me with questions Thank you James Spence Sr Manager Land Acquisition & Government Lands, Real Properties T 909-274-19151 M 714-814-4526