Agreement No. ___
Project No. _______
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District County Route PM EA Fed. Ref. Name APN
12 ORA 91 R16.261 0K9701 N/A 241/91 Express
Connector Project N/A
RIGHT-OF-WAY ACQUISITION AGREEMENT -- STATE HIGHWAY
This Right -of-Way Acquisition Agreement (“Agreement”), entered into effective on ____________, 2023 (“Effective Date”), is made by and between the Foothill/Eastern Transportation Corridor Agency, a California joint powers authority (“TCA”), and the City of Anaheim, a Calif ornia municipal corporation and charter city (“City”). TCA and City shall collectively be referred to as “Parties” and individually as a “Party.”
RECITALS
A. WHEREAS, TCA is a joint powers agency formed by the County of Orange and various municipalities within the County of Orange, including City, for the purpose of planning, acquiring and constructing thoroughfares and bridges and operating toll facilities thereon, including State Route 241 (“SR 241).
B. WHEREAS, City has jurisdiction of East Santa Ana Canyon Road located west of Gypsum Canyon Road and south of State Route 91 (“SR 91”) in Anaheim, the County of Orange, California.
C. WHEREAS, TCA requires a 241 square feet bridge footing easement (“Easement”) located within the East Santa Ana Canyon Road right of wa y under the City’s jurisdiction, to be transferred to the State of California, Department of Transportation (“Caltrans”) for development of the SR 241/SR 91 Express Lanes Connector (the "Project").
D. WHEREAS, City intends to grant the Easement to TCA on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the recitals above, and the other considerations hereinafter set forth, the PARTIES mutually agree as follows:
1. Conveyance of Easement. Subject to the terms and conditions of this Agreement, City agrees to deliver to TCA the Easement , including but not limited to access rights. The Easement shall be transferred by City to TCA using the Easement Deed in the form attached hereto and made a part hereof as Attachment 1 (the “Easement Deed”). The real property covered by the Easement is more particularly described in Exhibit A to the Easement Deed (“Easement Land”).
2. Purchase Price . The purchase price for the Easement is FIVE HUNDRED DOLLARS AND NO/100 ($500.00) (“Purchase Price”) which shall be paid as described in Section 4 below.
Agreement No. ___
Project No. _______
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3. Responsibility for Costs.
a. All costs of recording the Easement Deed, to the extent not exempt, shall be paid by TCA.
b. To the extent TCA chooses to obtain a policy of title insurance (“Title Insurance Policy”), TCA shall pay the premium for the policy. c. Each Party shall be responsible for payment of its own attorneys’ fees with respect to the negotiation, preparation and consummation of this Agreement.
4. Delivery of Funds and Documents. Within 10 days following delivery of notice from TCA to City that TCA stands ready to accept the Easement, which notice TCA shall deliver within 180 days from this Agreement, TCA shall deliver the Purchase Price to City and City shall deliver to TCA a duly executed and acknowledged original of the Easement Deed.
5. Recordation of Deed; Condition of Title. Upon receipt of the Easement Deed, TCA will deliver it to Orange Coast Title Company (“Title Company”) for recordation, together with a certificate of acceptance. TCA acknowledges re ceipt of a preliminary title report for the property issued by Title Company dated ___________, 2023 and that TCA has approved all exceptions to title set forth therein.
6. Representations and Warranties.
a. City represents and warrants that it has made no previous assignment of any interest in the Easement Land and that the Easement Land is free from encumbrances that were done, made, or suffered by City except for any such encumbrances identified in the Title Report. City agrees to (i) maintain a two (2) feet cover over the proposed bridge column foundation within the Easement Land, and (ii) exclude any future improvement from penetrating the proposed bridge column foundation within the Easement Land. TCA acknowledges that City has otherwise made no representations, warranties, or agreements as to any matter concerning the Easement Land, including, but not limited to, the land, topography, climate, air, water, water rights, utilities, present or future zoning, soil, sub-soil, hazardous substances, waste, or materials, the purposes for which the Easement is suited, drainage, access to public roads, proposed routes or extensions of roads, or the availability of governmental permits or approvals of any kind.
b. TCA represents and warrants to City that TCA has made its own independent inspection and investigation of the Easement Land, and TCA agrees to purchase the Easement in its “as-is” condition. TCA has made or has waived all inspections and investigations of the Easement Land, which TCA believes are necessary to protect its own interest in, and its contemplated use of, the Easement.
7. Possession and Use . It is agreed and confirmed by the Parties that the right of possession, control, and use of the Easement by TCA, including the right to Agreement No. ___
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remove and dispose of impr ovements, shall commence upon recordation of the Easement Deed.
8. Responsibility for Project Construction. It is agreed and confirmed by the Parties that Project construction will be undertaken by Caltrans, that Caltrans will be responsible for complying wi th all applicable building, fire, and sanitary laws, ordinances, and regulations relating to such work.
9. Remaining Property. It is understood and agreed by and between the Parties that the Purchase Price includes, but is not limited to, payment for any and all past, present, and/or future damages which have accrued or may accrue to City's remaining property by reason of its severance from the Easement and the construction and use of the proposed Project, including, but not limited to, any expense which City may incur in restoring the utility of the remaining property. This release is not intended to extend to unanticipated physical damage caused by construction of the Project.
10. Notices. Any notice either Party may or is required to give the other shall be in writing and shall be either personally delivered or sent by registered or certified mail, return receipt requested. If by mail, service shall be deemed to have been received by such party at the time the notice is delivered to the following addresses:
To City:
City of Anaheim
200 S Anaheim Boulevard
Anaheim, CA 92805
Attn: Carlos Castellanos, City Engineer
To TCA:
Transportation Corridor Agencies
125 Pacifica
Irvine, CA 92618
Attn: Kelsie Anderson, Corridor Manager
11. Successors; Assignment. TCA may freely assign any or all of its interests or rights under this Agreement. Without limiting the foregoing, the Parties acknowledge and agree that TCA shall have the right, in its sole and absolute discretion, to assign its rights in and to the Eas ement and any of its rights and obligations under this Agreement to Caltrans without the prior consent or approval of City. It is understood and agreed by and between the parties hereto that this Agreement inures to the benefit of, and is binding on, the parties, their respective successors and/or assignees, including Caltrans upon its acceptance of the Easement.
12. Termination by TCA. TCA reserves the right to cancel escrow and terminate this Agreement if at any time TCA determines that the Easement is no longer needed for the Project.
13. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and may not be Agreement No. ___
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modified except by an instrument in writing signed by the party t o be bound thereby.
14. Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
15. Authority. Each Party has full power and authority and has obtained all necessary consents to enter into this Agreement and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by each Party have been or will be duly executed and delivered by each Party and are or will be legal, valid and binding obligations of each respective Party and are enforceable in accordance with their respective terms.
16. Multiple Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, which counterparts shall be construed together and have the same effect as if both Parties had executed the same instrument. The Parties acknowledge that executed copies of this Agreement may be exchanged by facsimile or other electronic format (e.g. “pdf,” “tif,” “jpg” or “DocuSign”) an d that the signatures on such copies shall be deemed to be effective and valid as original signatures.
In Witness Whereof, the Parties have executed this Agreement by and through their authorized officers as of the day and year first above written.
FOOTHILL/EASTERN TRANSPORTATION
CORRIDOR AGENCY,
a California joint powers authority
Ryan Chamberlain
Chief Executive Officer
CITY OF ANAHEIM,
a California municipal corporation and
charter city
Approved as to Form:
Ben Rubin
General Counsel
Attest:
Theresa Bass, City Clerk
Date:
Approved as to Form:
ROBERT FABELA, CITY ATTORNEY
Bryn M. Morley,
Deputy City Attorney
ATTACHMENT 1 TO RIGHT OF WAY ACQUISITION AGREEMENT
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Recorded at the request of Foothill/Eastern
Transportation Corridor Agency and when
recorded mail to:
Foothill/Eastern Transportation Corridor
Agency
125 Pacifica, Suite 100
Irvine, CA 92618-3304
WITH A COPY TO:
City of Anaheim
Attn: City Clerk
200 South Anaheim Boulevard
Anaheim, CA 92805
Space above this line for Recorder's Use
This document is recorded for the benefit of the
Foothill/Eastern Transportation Corridor Agency and is
therefore exempt from the payment of the recording fee
pursuant to Government Code Section 6103 and 27383 and
from the payment of the documentary transfer tax pursuant to Revenue and Taxation Code Section 11922.
City Deed No. District County Route Postmile Number ACO: 12 ORA 91 ORA
R16.261
301028-1
PERMANENT SUBSURFACE
FOOTING EASEMENT
Parcel Number: 301028-1
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the CITY OF ANAHEIM, a California municipal corporation and charter city,hereinafter called “GRANTOR”, hereby grants and conveys to the FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY, a California joint powers authority (“GRANTEE”), its successors and assigns, a permanent, perpetual, exclusive and assignable subsurface easement together with the right to use all necessary and convenient means of access, including without limitation ingress and egress to and from the easement area over the public street or highway most convenient thereto (“Easement”). The Easement shall be for use by the GRANTEE to construct, reconstruct, use, and maintain, alter, access, inspect, repair, remove or replace a bridge footing and all incidents thereto, upon, in, on, over, through, under, across and along that certain real property in the City of Anaheim, County of Orange, State of California described on Exhibit “A” and shown on Exhibit “B” attached hereto and incorporated herein by reference.
Dated this ____________ day of ____________, 20_____.
“GRANTOR” City of Anaheim,
a California municipal corporation and charter
city
By:
Its:
ATTACHMENT 1 TO RIGHT OF WAY ACQUISITION AGREEMENT
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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 )
) ss.
COUNTY OF )
On _________________________ before me, ______________________________, a notary public, personally appeared __________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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.
WITNESS my hand and official seal.
(AFFIX NOTARIAL SEAL) ___________________________________
NOTARY PUBLIC
ATTACHMENT 1 TO RIGHT OF WAY ACQUISITION AGREEMENT
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Exhibit “A” to Easement Deed
Legal Description
ATTACHMENT 1 TO RIGHT OF WAY ACQUISITION AGREEMENT
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ATTACHMENT 1 TO RIGHT OF WAY ACQUISITION AGREEMENT
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Exhibit “B” to Easement Deed
Depiction