HomeMy WebLinkAboutAGMT - Old Ranch Country Club LLC (Temporary Construction Easement Agreement)RECORDING REQUESTED BY
AND WHEN RECORDED MAII, TO:
City of Seal Beach
211 Eighth Street
Seal Beach, California 90740
Attention-: City Clerk's Office
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
111111111111111111111111111111111111111111111111111111111111111111 No FEE
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202200035359810:04 am 11/03/22
418 RW1A E01 13
0.00 0.00 0.00 0.00 36.00 0.00 0.000.000.00 0.00
SPACE ABOVE TffiS LINE
Assessor's Parcel No. 130-012-55 and 130-012-58 LXl Portions
Documentary Transfer Tax $0.00
'S USE
This Instrument is for the benefit of the City of Seal Beach and is exempt from Recording Fees (Govt. Code § 27383),
Filing Fees (Govt. Code § 6103), and Documentary Transfer Tax (Rev & Tax Code § 11922).
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
This Temporary Construction Easement Agreement ("TCE Agreement") is entered into by
and between OLD RANCH COUNTRY CLUB, LLC, a California limited liability company
("Grantor") and the CITY OF SEAL BEACH, municipal corporation ("City"). Grantor and the
City may be referred to collectively below as the "Parties".
This TCE Agreement is based on the following facts, which are incorporated herein by this
reference:
A. Grantor is the record fee owner of that certain real property located at 3901
Lampson Avenue, in the City of Seal Beach, California, and identified as Orange County Tax
Assessor's Parcel Numbers 130-012-55 and 130-012-58 ("Property"), and C1ubCorp USA, Inc.,
operates the Property for Grantor ("Operator").
B. Grantor wishes to grant to the City and the City wishes to acquire from Grantor an
approximate 1,681 square foot non-exclusive temporary construction easement to facilitate the
City's construction of the Lampson Avenue Bike Lane Gap Closure Project ("Project"), which is
a public use. The Project will create a bike lane along the northerly and southerly sides of Lampson
Avenue between Basswood Street and Seal Beach Boulevard.
NOW THEREFORE, for a valuable consideration, receipt and sufficiency of which are
hereby acknowledged, Grantor and the City agree to the following:
1. Grant of 1.681 Square Foot Temporary Construction Easement. Grantor
hereby grants to the City, its contractors, agents, representatives, employees, and all others
reasonably deemed necessary by the City ("City Designees"), that certain approximate 1,681
square foot non-exclusive Temporary Construction Easement more particularly described on
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EXHIBIT A and depicted on EXHIBIT B hereto ("TCE') in, over, under and across the Property
to facilitate the City's construction of the Project. EDIT A and EXHIBIT B are attached
hereto, and incorporated herein by this reference.
2. Term. The term of the TCE will commence on November 1, 2022
("Commencement Date") and will terminate automatically on February 1, 2024 ("Termination
Date"), if not terminated earlier in accordance with this Section 2. The City is authorized to use
the approximate 1,681 square foot WE from the Commencement Date to the Termination Date to
facilitate the City's construction of the Project. The TCE will expire on the earlier of (i) the
Termination Date or (ii) the date on which the City records a notice of termination of the
Temporary Construction Easement in the Official Records of the County of Orange.
3. Title VI CIVIL RIGHTS ACT OF 1964. The Parties to this TCE
Agreement shall, pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, comply
with all elements of Title VI of the Civil Rights Act of 1964. This requirement under Title VI and
the Code of Federal Regulations is to complete the USDOT Non -Discrimination Assurance
requiring compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R. Parts 21 and 28
C.F.R. Section 50.3. Further, no person in the United States, on the ground of race, color, or
national origin, shall be excluded form participation in, be denied the benefits of, or be otherwise
subjected to discrimination under any program or activity that is subject of this TCE Agreement.
4. Scope of Temporary Construction Easement. The 1,681 square foot TCE
is for the use by the City Designees for the term set forth in Section 2 to facilitate the City's
construction of the Project, including construction of the bike lane improvements, irrigation system
improvements, and appurtenances.
5. Prohibited Uses. Notwithstanding anything to the contrary contained
Herein, under no circumstances shall the City, at any point, (a) tear down any portion of the fence
surrounding Grantor's Property, it being understood that the fence serves crucial security purposes -
for the Property (for example, by preventing golf balls from leaving the Property and endangering
neighboring property), and (b) use the TCE is such a way as to adversely affect Grantor's use of
its Property.
6. Donation — No Cash Payment by City of Seal Beach. It is agreed that the
temporary construction easement conveyed this document is being donated to the City of Seal
Beach by the undersigned grantors. Grantors having initiated this donation, have been informed
of the right to compensation for the temporary construction easement and hereby waive such right
to compensation.
7. No Liens. The City agrees to keep the approximate 1,681 square foot TCE
and the Property free of any liens, including without limitation, liens by contractors,
subcontractors, or suppliers, engineers, architects, surveyors, or others that may have lien rights
for work arising out of the City's use of the TCE in connection with the construction of the Project.
If any such lien is filed on the TCE or any portion of the Property in connection with the City's
use of the TCE, the City will, at its sole cost and expense, have the lien released and discharged of
record in a matter satisfactory to Grantor within 30 calendar days of receiving notice of the lien.
If the City fails to remove the lien within such 30 -day period, Grantor will have the right to remove
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or bond over the lien, and the City, upon demand, will reimburse Grantor for all reasonable costs
and expenses, including without limitation reasonable attorneys' fees incurred by Grantor in
connection with such removal or bond. The City's obligations set forth in this Section 6 shall
survive the termination of the TCE and the termination of this TCE Agreement.
8. City's Obligations at End of Term. The City agrees that as of the
termination date, the City will leave and restore the TCE in as close as possible to the condition in
which said TCE existed at the Commencement Date. Further, upon the expiration of the term of
the TCE, the City agrees to take such actions as necessary to evidence and give effect to the
extinguishment of the TCE and the relinquishment of the City's rights and interests in the TCE
pursuant to this TCE Agreement. This includes, without limitation, the recording by the City of
such termination or extinguishment in the form and substance that is reasonably acceptable to
Grantor and sufficient to remove this TCE Agreement as an encumbrance against title. The City's
obligations set forth in this Section 7 shall survive the termination of the TCE and the termination
of the TCE Agreement.
9. Insurance. Prior to entry onto, or use of, the approximate 1,681 square foot
TCE area, the City will cause the City's contractor for the Project to procure and maintain a policy
of commercial general liability insurance issued by an insurer reasonably satisfactory to Grantor
covering the use by and activities of the City and the City's Designees with a single limit of liability
(per occurrence and aggregate) of not less than $2,000,000, and to deliver to Grantor a certificate
of insurance and copy of additional insured endorsement naming Grantor and Operator as named
additional insureds, evidencing that such insurance is in force and effect, and evidencing that
Grantor and Operator have been named as an additional insured thereunder with respect to the use
by the City and the City's Designees of the TCE. Such insurance will be maintained in force
throughout the term of this TCE.
10. Indemnification. The City hereby agrees to indemnify, defend and hold
Owner and Operator, each of their successors and assigns, and their respective officers, directors,
employees, members, guests, clients and agents harmless from and against all claims, demands,
proceedings, losses, actions, damages, suits, liabilities and expenses (including reasonable
attorneys' fees), to the extent arising out of the City's use of the TCE. The City's obligations set
forth in this Section 9 shall survive the termination of the TCE and the termination of this TCE
Agreement.
11. Notices. All notices and demands will be given in writing by certified mail,
postage prepaid, and return receipt requested, by personal delivery, or by Federal Express. Notices
will -be -considered given upon the earlier of (a) personal delivery, (b) two business days following
deposit in the United States mail, postage prepaid, certified or registered, return receipt requested,
or (c) one business day following deposit with an overnight carrier. The Parties will address such
notices as provided below or as may be amended by written notice:
CITY: City of Seal Beach
211 Eighth Street
Seal Beach, California 90740
Attention: City Manager
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COPY TO: Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Attention: Craig Steele, City Attorney
GRANTOR: Old Ranch Country Club, LLC
3901 Lampson Avenue
Seal Beach, California 90740
Attention: Frank A. Herrera, General Manager
COPY TO: Perkins Coie LLP
1888 Century Park East, Suite 1700
Los Angeles, California 90067
Attention: David Larsen, Esq.
12. Miscellaneous Provisions.
a. Governing Law. This TCE Agreement is deemed to have been
prepared by each of the Parties hereto, and any uncertainty or ambiguity herein shall not be
interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, shall be
interpreted according to the applicable rules of interpretation of contracts under the laws of the
State of California, and not the substantive law of another state or the United States or federal
common law. This TCE Agreement shall be deemed to have been executed and delivered within
the State of California, and the rights and obligations of the Parties shall be governed by, and
construed and enforced in accordance with, the laws of the State of California.
b. Entire Agreement. This TCE Agreement contains the entire
agreement between Grantor and the City regarding the City's use of the TCE area to facilitate the
construction of the Project. No person is authorized to make, and by execution hereof Grantor and
the City acknowledge that no person has made, any representation, warranty, guaranty or promise
except as set forth herein; and any such agreement, statement, representation or promise not
contained in this TCE Agreement will not be binding on Grantor or the City.
C. Amendments. Any amendments to this TCE Agreement will be
effective only by a writing executed by all Parties to this TCE Agreement that will be recorded by
the City in the Official Records of the County of Orange.
d. Successors and Assigns. This TCE Agreement will be binding upon
and inure to the benefit of the heirs, executors, administrators, successors and assigns of the Parties
hereto.
e. Counterparts. This TCE Agreement may be executed in whole or
in counterparts, which together shall constitute the entire Agreement.
f. Legal Representation. Each of the Parties acknowledge that in
connection with the negotiation and execution of this TCE Agreement, they have each been
representedby independent counsel of their own choosing and the Parties executed this Agreement
51
after review by such independent counsel, or, if they were not so represented, said non -
representation is and was the voluntary, intelligent and informed decision and election of any of
the Parties not so represented. The Parties further acknowledge that, prior to executing this TCE
Agreement, each of the Parties has had an adequate opportunity to conduct an independent
investigation of all the facts and circumstances with respect to the matters that are the subject of
said Agreement.
g. Attorneys' Fees. In any action or proceeding brought to enforce or
interpret any provision of this Temporary Construction Easement or where any provision hereof is
validly asserted as a defense, each party shall bear its own attomey.fees and costs.
h. Severability. If any part, term or provision of this TCE Agreement
is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of
the remaining provisions will not be affected, and the rights and obligations of the Parties will be
construed and enforced as if this TCE Agreement did not contain the particular part, term or
provision held to be invalid.
i. Recording. The Parties agree that the City is authorized to record
this TCE Agreement in the Official Records of the County of Orange.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Grantor and the City have entered into this TCE Agreement as
of the date set forth below.
Dated:
Dated i 1 D -
GRANTOR
OLD RANCH COUNTRY CLUB, LLC,
a California limited liability company
By:
Name: Kcy k i lo n ce-n
Title: 40'4 d)'ZoJ J Yt J y
CITY OF SEAL BEACH,
a municipal corporation
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MIT
A TEST:
oria D. Ha , City Clerk
7APPRO D AS O FORM:
ig Steele, City Attorney
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CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
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A notary public or other officer completing this certificate verifies only the identity of
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the truthfulness, accuracy, or validity of that document.
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State of California )
County of
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who proved to me on the basis of satisfactory evidence to be the persor0whose namevis/.�e subscribed to
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authorized capacity¢ed and that by4As/her/their signature on the instrument the person(, or the entity
upon behalf of which the person} acted, executed the instrument.
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I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and correct.
DANA,ENGSTROM `
Notary Public - California -
` ? Orange County
WITNESS my hand and official seal. =F7e Commission # 2396569 — R
My Comm. Expires Apr 5. I026
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Signature &vl,�
(Seal)
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Optional Information
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representing:
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On ! y l25/ ZZ , before me, cl_2_ 4QVgtt Q Aft -C (11 CLeci;i
(insert name and title of the officer)
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Notary Public, personally appeared M rm ( Va Li 16 D-Lg'fn in ,
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WITNESS my hand and official seal. LESLIE ERICSON
G • COMM. # 2305725 w
• vi ° NOTARY PUBLIC - CALIFORNIA J
LOSANGELES COUNTY
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Signature (Seal)
Exhibit A
Legal Description of WE
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SHEET 1 OF 1
EXHIBIT A
LEGAL DESCRIPTION
TEMPORARY CONSTRUCTION EASEMENT
THAT PORTION OF SECTIONS 31 AND 32, TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE
RANCHO LOS ALAMITOS, CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA,
AS SHOWN ON MAP NO. 2 ATTACHED TO THE FINAL DECREE OF PARTITION OF SAID RANCHO,
A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 2, 1891 IN BOOK 14, PAGE 31 OF
DEEDS OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:
COMMENCING AT A POINT ON THE NORTHEASTERLY SIDELINE OF THE EASEMENT FOR ROAD,
PUBLIC UTILITIES AND INCIDENTAL PURPOSES, GRANTED TO THE CITY OF SEAL BEACH
RECORDED APRIL 7, 1965, IN BOOK 7475, PAGE 46 OF OFFICIAL RECORDS OF SAID ORANGE
COUNTY, SAID POINT BEING NORTH 63°21'04" EAST 40.00 FEET FROM THE SOUTHEASTERLY
TERMINUS OF THAT CERTAIN COURSE SHOWN AS HAVING A BEARING OF NORTH 26038'56"
WEST AND DISTANCE OF 389.91 FEET IN SAID GRANT; THENCE NORTHWESTERLY ALONG
SAID NORTHEASTERLY SIDELINE NORTH 26038'56" WEST 389.91 FEET TO THE BEGINNING OF A
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 840.00 FEET: THENCE ALONG
SAID CURVE 184.11 FEET THROUGH A CENTRAL ANGLE OF 12033'29" TO THE TRUE POINT OF
BEGINNING, A RADIAL LINE TO SAID POINT BEARS NORTH 50°47'35" EAST, THENCE LEAVING
SAID SIDELINE NORTH 15048'23" WEST 41.83 FEET; THENCE NORTH 45015'54" WEST 44.57
FEET; THENCE NORTH 63050'21" WEST 44.29 FEET; THENCE NORTH 4500'38" WEST 60.39 FEET
TO A POINT ON THE EASTERLY LINE OF THE LAND CONVEYED TO THE CITY OF SEAL BEACH
PER DOCUMENT RECORDED JULY 7, 2000, AS INSTRUMENT NO. 2000-0356782; THENCE ALONG
SAID EASTERLY LINE SOUTH 0011'27" WEST 9.37 FEET TO A POINT ON SAID NORTHEASTERLY
SIDELINE, BEING A CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 840.00
FEET,.A. RADIAL LINE TO SAID POINT BEARS NORTH 38°4242" EAST; THENCE SOUTHEASTERLY
ALONG SAID CURVE 177.12 FEET THROUGH A CENTRAL ANGLE OF 1204'52" TO THE TRUE
POINT OF BEGINNING.
Containing: 1,681 Sq. Ft., more or less.
As shown on Exhibit "B" attached hereto and by this reference made a part hereof.
DATED THIS 24th DAY OF October , 2022.
.3astillo, L.S. 7320
-
Exhibit B
Depiction of TCE
In
EXHIBIT B
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
TEMPORARY CONSTRUCTION EASEMENT
SHEET 1 OF 1
i-- WEST LINE S.E. 1/4 SECTION 31, T. 4 S., R.11 W.
---- E'LY LINE O.R. 2000-0356782 Or si G°
ONO w4a, I I
I� 80'SEE DETAIL BELOW oQQOO �0� rl''Qs x;]00 &(os
I poo 4 BANC,
4 wF
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TRUE POINT OF BEGINNING
0= 29'31'21 "
L=412.21'
R=800.00'
1" = 200'
LEGEND
®- INDICATES EASEMENT FOR TEMPORARY
CONSTRUCTION PURPOSES DEDICATED
TO THE CITY OF SEAL BEACH HEREON.
O1 - INDICATES EXISTING EASEMENT FOR
ROAD, PUBLIC UTILITIES AND INCIDENTAL
PURPOSES GRANTED TO THE CITY OF
SEAL BEACH PER O.R. 7475 / 46.
-N6,3'21'04"E
40.00'
POINT OF
COMMENCEMENT
E'LY LINE O.R. 2000-0356782
S00'11'27"W
9.37'
6' °o• io
Ifa
/ / o'2oQ' N63s
AS,SRlp
co 'co
/ TRUE POINT
OF BEGINNING
��G �% �.
NOV 14 2022
CM CLERK
CITV OF SEAL BEACH
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