1 APN: 3123-001-062 & 3123-004-045
TITLE REPORT NO: 092015541
PROJECT: Lancaster Health District Improvement Project
AGREEMENT FOR ACQUISITION OF ROADWAY EASEMENT
Commonwealth Land Title Company Escrow No:
4100 Newport Place Drive, Suite 120
Newport Beach, CA 902660 Title Order No.:092015541 Attention: Carly Beard (“Escrow Holder”)
THIS AGREEMENT FOR ACQUISITION OF ROADWAY EASEMENT (“Agreement”) is entered into as of this _____ day of ______________, 2025 by and between the City of LANCASTER, a municipal corporation and charter city (“Buyer”), and HD Development of Maryland, Inc, a Maryland corporation (“Seller”) for acquisition by Buyer of certain easement rights described herein. Buyer and Seller are referred to herein each as a “Party” and, collectively, as the “Parties.” IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. AGREEMENT TO SELL AND PURCHASE. Seller is the owner of that real property located in the City of Lancaster, Los Angeles County, California, more particularly described in Exhibit “A-1” attached hereto (“Master Parcel”). Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement, a roadway easement (“Property”) as described on Exhibit “B-1” and depicted on Exhibit “B-2” and temporary construction easements (“TCEs”) on a portion of the Master Parcel, which portion is depicted as “TCE LIMIT 1,005-SF” and “TCE LIMIT 2,679-SF” on Exhibit “C” attached hereto. The Property is being acquired for a public purpose in connection with the Lancaster Health District Improvement Project (“Project”).
2. PURCHASE PRICE. The total purchase price, payable in cash through escrow, shall be the sum of SEVEN HUNDRED EIGHTY TWO THOUSAND DOLLARS ($782,000.00) (“Purchase Price”). a. Allocation of purchase price. Section 2 of the agreement provides for a Total Purchase Price of $782,000.00 Buyer and Seller acknowledge that this Purchase Price is allocated as follows:
Roadway Easement of 36,102 square feet $427,485.00
Construction Impact Area of 55,313 square feet (as
depicted on Exhibit G attached to this Agreement and
incorporated herein)
$59,738.04
Site Improvements $294,600.00
Mitigation Measures $.00
Total (Rounded up) $782,000.00
b.Additionally, concurrently with the execution of this Agreement, Seller and Buyer shall enter into a Reimbursement Agreement that provides for the reimbursement of costs and expenses incurred by Buyer to repair the Master Parcel after the Property is conveyed to Buyer.
3. CONVEYANCE OF EASEMENT. Seller agrees to convey the Property to Buyer by a “Grant of Easement” in the form of attached hereto as Exhibit “D” (“Grant of Easement”). The legal description and depiction of the Property is as set forth in exhibits to the Grant of Easement. 2 Buyer acknowledges that there are no existing mortgages, deeds of trust, liens or judgments of record recorded against the Master Parcel.
4. TEMPORARY CONSTRUCTION EASEMENT. Seller agrees to convey to Buyer Temporary Construction Easements in, on, over and above the portion of the Master Parcel depicted on the attached Exhibit “C” Temporary Construction Easements incorporated herein by this reference.
5. TERMS. The term of the TCEs shall commence (“Commencement Date”) 14 days after a “Construction Activity Notice” has been emailed to [email protected] and [email protected], and continue until completion of the Project that is necessary to complete construction within the TCE (“Termination Date”), but no longer than thirty (30) days after the Commencement Date. The TCEs shall not be applicable unless Buyer complies with all of the following (collectively, the “Conditions”):
(i) The TCE may only be used by Buyer for purposes of installing driveways and related landscaping.
(ii) With the sole exception of the construction of driveways and landscaping as provided in subsection (i), Buyer shall not erect or construct any building or other permanent structure within the TCE or materially interfere with Seller’s access to the Master Parcel during the term of the TCE.
6. TITLE INSURANCE POLICY. At Buyer’s election, Escrow Holder shall, upon closing, provide Buyer with a CLTA Standard Coverage Policy of Title Insurance in the amount of the Purchase Price issued by the Title Company, insuring the priority position of the PROPERTY. Buyer will pay the title insurance premium.
7. ESCROW. Buyer and Seller will open an escrow with Escrow Holder by executing escrow instructions prepared by Escrow Holder implementing the terms and provisions of this Agreement. Escrow will be deemed opened on the date both Parties have deposited signed instructions with Escrow Holder. In the event of any inconsistency between such instructions and the provisions of this Agreement, this Agreement will govern. The Parties hereto agree to perform all acts reasonably necessary to close this escrow within ninety (90) days following the opening of escrow; provided, however, in no event shall the Closing (as defined below) occur prior to Site Plan Amendment Approval (as defined below) unless Seller waives the condition of Site Plan Amendment Approval in writing. “Close of Escrow” or “Closing” refers to the date the Grant of Easement is recorded in the office of the Los Angeles County Recorder. If Site Plan Amendment Approval does not occur within ninety (90) days after the Effective Date, Seller may terminate this Agreement by providing written notice of such termination to Buyer.
8. ESCROW AGENT IS AUTHORIZED TO, AND SHALL:
8.1 Pay and deduct from the amount shown in Paragraph 2 above, any amount necessary to satisfy any delinquent taxes together with penalties and interest thereon, and/or delinquent or non-delinquent assessments or bonds except those which title is to be taken subject to in accordance with the terms of this Agreement;
8.2 Pay and charge Buyer for all recording fees incurred in this transaction;
8.3 Pay and charge Buyer for any escrow fees, charges, and costs payable under Paragraph 7 of this Agreement;
8.4 Disburse funds and deliver deed when conditions of this escrow have been 3 fulfilled by Buyer and Seller.
TIME IS OF THE ESSENCE IN THIS AGREEMENT AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE.
9. ESCROW FEES, CHARGES AND COSTS. Buyer agrees to pay all Buyer’s and Seller’s usual fees, charges, and costs which arise in this escrow. No recording fees will be payable, pursuant to Government Code Section 27383. No documentary transfer tax will be payable, pursuant to Revenue & Taxation Code Section 11922. Buyer shall pay any escrow fees charged by Escrow Holder.
10. FULL AND COMPLETE SETTLEMENT. Seller acknowledges that the compensation paid to Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, by reason of Buyer’s acquisition and use of the PROPERTY and/or TCE, specifically including, but not limited to, any and all claims in inverse condemnation and for precondemnation damages, loss of business goodwill, relocation benefits and/or assistance, severance damages, improvements, improvements pertaining to the realty, personal property, reestablishment fees and/or costs, lost rents, attorneys’ fees, interest, costs, and/or any and all other claims that Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the PROPERTY and/or TCE (collectively, “Claims”). Seller and Buyer, and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries, hereby release the other Party, and each of them, from any and all Claims, obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitations those relating to just compensation, damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way relating to acquisition of the PROPERTY and/or TCE by Buyer. Buyer and Seller agree that this Agreement is being entered into in order to avoid litigation and in lieu of Buyer’s exercise of its power of eminent domain.
11. CONSTRUCTION CONTRACT AND CURATIVE WORK.
a. It is understood and agreed by and between the Parties hereto in addition to the compensation shown in Paragraph 2 hereinabove, the Buyer, its contractors or assigns, may perform certain work to the Master Property to make repairs as a result of the construction of the roadway within the Property pursuant to plans agreed upon by Buyer and Seller.
b. Prior to any construction within the TCE area, Seller shall have provided Seller’s written approval of the plans, specifications and timing for the construction of the driveway and related landscaping within the TCE area.
c. Buyer represents and warrants to Seller that the work depicted as “Phase I” on the staging plan attached hereto as Exhibit “F” (the “Staging Plan”) has been completed (but the work depicted on "Phase IA on the Staging Plan has not been completed). Buyer may not commence the portion of the work depicted as “Phase III” on the Staging Plan until all of the work depicted as “Phase I,” "Phase 1A," and “Phase II” on the Staging Plan has been completed. Buyer may commence the portion of the work depicted as “Phase III” on the Staging Plan simultaneously with the work depicted as “Phase IV” on the Staging Plan. Buyer shall commence the Phase III/IV work (as depicted on the Staging Plan) within thirty (30) days after Seller completes the work depicted as Phase II on the Staging Plan. After Buyer commences the work depicted as Phase III/IV on the Staging Plan, Buyer shall use commercially reasonable and diligent efforts to complete the Phase III/IV work.
d. If Buyer disrupts electrical power to the Master Parcel at any time in connection with the construction of the Project, Buyer shall cause a back-up generator to provide consistent 4 and uninterrupted electrical power to the Master Parcel (including, without limitation, sufficient electrical power for the store and parking areas on the Master Parcel) so that electrical power to the Master Parcel is not interrupted.
12. RENTAL AND LEASEHOLD INTEREST. To Seller’s actual knowledge, without any duty of inquiry or investigation, there are no third parties in possession of any portion of the Property and/or TCE as lessees, tenants at sufferance, trespassers, or invitees, and that there are no oral or written, recorded or unrecorded leases or other agreements concerning all or any portion of the Property and/or TCE.
13. WARRANTIES, REPRESENTATIONS, AND COVENANTS OF SELLER. Seller hereby warrants, represents, and/or covenants to Buyer that:
13.1 To Seller’s actual knowledge (without any duty of inquiry or investigation), there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Master Parcel or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign.
13.2 To Seller’s actual knowledge (without any duty of inquiry or investigation), there are no encroachments onto the PROPERTY and/or TCE by improvements on any adjoining property.
13.3 From the date hereof until Closing, Seller shall not do anything which would impair Seller’s title to the Master Parcel.
13.4 Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Agreement not to be true as of Closing, immediately give written notice of such fact or condition to Buyer.
14. HAZARDOUS WASTE. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials (as defined below) on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term “Hazardous Material” shall mean any substance, material or waste so defined by any state, federal or local statute, ordinance, rule or regulation including (without limitation) any material, substance or waste which is (i) defined as a "hazardous waste", "acutely hazardous waste", "restricted hazardous waste", or "extremely hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code; (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code; (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code; (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code; (v) petroleum; (vi) asbestos; (vii) a polychlorinated biphenyl; (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Code of Regulations, Chapter 20; (ix) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317); (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act (42 U.S.C. Section 6903); (xi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601); or (xii) any other substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any governmental requirements either requires special handling in its use, transportation, generation, collection, storage, treatment or disposal, or is defined as "hazardous" or is harmful to the environment or capable of posing a risk of injury to public health and safety.
15. PERMISSION TO ENTER ON PREMISES. Seller hereby grants to Buyer, its authorized agents or contractors, the right to enter upon the PROPERTY prior to close of escrow upon forty-eight (48) 5 hours prior written notice to make necessary and reasonable inspections. Such inspections may include environmental based testing. Buyer shall conduct any such entries onto the PROPERTY in a manner that minimizes, to the extent reasonably possible, interference with the conduct of any business or businesses currently being conducted on the Master Parcel. Buyer agrees that it will reasonably repair any damage to the Property resulting from surveys, tests and inspections performed in accordance herewith if Buyer does not purchase the Property, exclusive of normal wear and tear and customary effects of the surveys, tests and inspections. Buyer shall also defend, indemnify and hold harmless Seller from and against any and all loss, cost, damage, expense or liability (including, without limitation, reasonable attorneys’ fees and court costs) for loss of or damage to the Property, or any property thereon, and for injuries to or death of a person, Seller may suffer or incur to the extent arising out of Buyer’s activities on the PROPERTY and/or the cost thereof, or out of any negligence or willful misconduct of Buyer in performing the surveys, tests and inspections contemplated hereby, provided that, without expanding by implication the scope of the foregoing indemnity, the foregoing agreement to indemnify and hold harmless shall not apply to any loss, cost, damage, expense or liability arising out of or related to (i) any condition upon or under the PROPERTY not caused by Buyer, (ii) any violation of law existing with respect to the PROPERTY not caused by Buyer, or (iii) the negligence or willful misconduct of Seller or its shareholders, officers, directors, employees, agents or contractors.
The foregoing indemnity shall survive the expiration or earlier termination of this Agreement.
16. POSSESSION AND USE. In consideration of the sum to be paid to the Seller for the Property and TCE to be conveyed to Seller and any other consideration set forth herein, Seller hereby grants to Buyer, its contractors, agents and all others deemed necessary by Buyer, the irrevocable right to possession and use of the Property, including the right to remove and dispose of improvements within the Property. In consideration for this irrevocable grant of possession and use, concurrently with the Opening of Escrow (as defined above), Buyer will tender into escrow the full cash portion of the Purchase Price in sum of SEVEN HUNDRED EIGHTY TWO THOUSAND DOLLARS ($782,0000.00). Buyer's right to possession of the PROPERTY hereunder shall be conditioned upon and shall commence on the date said sum is paid into Escrow (as defined above) and such amount is delivered to Seller.
Upon taking possession, Buyer shall be solely responsible for the PROPERTY and TCE and shall defend, indemnify and hold Seller harmless from and against any and all claims arising out of or related to Buyer’s possession and use of the PROPERTY and TCE. If Buyer does not complete the purchase of the PROPERTY and TCE hereunder and this Agreement is terminated or canceled, for any reason except Seller's default, Buyer shall, at Buyer's sole cost and expense, completely restore the PROPERTY and TCE to its condition as existed immediately prior to Buyer taking possession under this Section 14. The provisions of this Section 16 shall survive the Closing.
17. AS IS SALE. BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS OR WILL HAVE, THE
OPPORTUNITY TO INSPECT AND EXAMINE THE TCE AND PROPERTY TO THE EXTENT DEEMED
NECESSARY BY BUYER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE TCE AND PROPERTY. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF DEVELOPMENTS
SUCH AS THE TCE AND PROPERTY AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER’S CONSULTANTS. BUYER WILL CONDUCT SUCH INSPECTIONS AND
INVESTIGATIONS OF THE TCE AND PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND,
UPON CLOSING, SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT
LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, THAT MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. SUBJECT TO THE TERMS
OF THIS AGREEMENT, BUYER ACKNOWLEDGES TO AND AGREES WITH SELLER THAT, IF THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT CLOSES, BUYER WILL PURCHASE THE TCE AND PROPERTY IN ITS “AS-IS, WHERE IS” CONDITION “WITH ALL FAULTS” AND DEFECTS 6 AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR
GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO ITS CONDITION, FITNESS FOR ANY
PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. WITHOUT LIMITING THE
GENERAL PROVISIONS OF THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS
NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, AS TO (i) MATTERS OF TITLE, EXCEPT AS CONTAINED IN THE DEED DELIVERED TO BUYER AT CLOSING, (ii) ZONING, (iii) TAX CONSEQUENCES, (iv) PHYSICAL OR ENVIRONMENTAL CONDITIONS, (v) AVAILABILITY OF ACCESS, INGRESS OR EGRESS, (vi) OPERATING HISTORY OR PROJECTIONS, (vii) VALUATION, (viii) GOVERNMENTAL APPROVALS, (ix) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE TCE AND PROPERTY. THIS DISCLAIMER
INCLUDES, WITHOUT LIMITATION, (A) THE VALUE, MARKETABILITY, PROFITABILITY, OR
SUITABILITY OF THE TCE AND PROPERTY, (B) THE MANNER OR QUALITY OF THE
CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE TCE AND PROPERTY, AND (C) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE TCE AND PROPERTY. BUYER FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER IS NOT
REPRESENTING OR WARRANTING THAT THE TCE AND PROPERTY NOW OR IN THE FUTURE
WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE, ENVIRONMENTAL
LAW OR REGULATION OF THE STATE, CITY, COUNTY OR ANY OTHER AUTHORITY HAVING JURISDICTION OVER THE TCE AND PROPERTY. SELLER SPECIFICALLY DISCLAIMS ANY
WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT,
EXPRESS OR IMPLIED, CONCERNING THE VALUE, NATURE, QUALITY OR CONDITION OF THE TCE AND PROPERTY. BUYER HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT
SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR
OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE TCE AND PROPERTY.
BUYER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED BY OR ON BEHALF
OF SELLER WITH RESPECT TO THE TCE AND PROPERTY WAS OBTAINED FROM A VARIETY OF
SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR
VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN
ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE TCE AND PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY
REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, EXCEPT FOR THE
EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR TO BE PROVIDED IN SELLER’S DEED. IT IS AGREED AND UNDERSTOOD THAT THE TERMS
AND PROVISIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT
MERGE THEREIN AND SHALL BE INCORPORATED INTO THE DEED TO BE DELIVERED BY SELLER TO BUYER AT CLOSING.
18. COUNTERPARTS. This Agreement may 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 the same instrument.
19. CONTINGENCY. It is understood and agreed between the Parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Buyer herein. Buyer’s execution of this Agreement and the delivery of same to Escrow Holder constitutes said acceptance and approval.
20. NO BROKERS. Buyer and Seller each represents to the other that no brokers have been involved in this transaction. Buyer and Seller agree to indemnify one another against any claim, suits, damages and costs incurred or resulting from the claims of any person for any fee or 7 compensation due in connection with this transaction pursuant to a written agreement made with said claimant.
21. JURISDICTION AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties consent to the jurisdiction of the California courts with venue in Los Angeles County.
22. ASSIGNMENT. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the Parties hereto.
Buyer may freely assign any or all if its interests or rights under this Agreement or under the Escrow without the consent of Seller.
23. COOPERATION. 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 purposes and intent of this Agreement including, but not limited to, releases or additional agreements. It is understood that minor changes in dimensions of the PROPERTY and/or TCE may be required to meet design requirements and minor changes in language or format may be required to meet recording standards. Seller agrees to sign revised documents that may vary slightly from those exhibits attached to this Agreement when said adjustments do not affect the material purpose or magnitude of the PROPERTY and/or TCE.
Additionally, upon Seller’s request to Buyer, Buyer shall use commercially reasonable efforts to cooperate with Seller so that the County of Los Angeles does not include the Property within the assessment of the Master Parcel for purposes of property taxes and assessments. The requirement for Buyer to cooperate with Seller as provided in the foregoing sentence shall survive the Closing.
24. ENTIRE AGREEMENT, WAIVER AND MODIFICATION. This Agreement, together with escrow instructions executed by the Parties, will constitute the entire Agreement between the Parties with respect to the subject matter of this Agreement. It supersedes all prior agreements and understandings, whether oral or written, between the Parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or 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 or subsequent breach.
25. SITE PLAN AMENDMENT. The Closing shall be contingent upon the Community Development Director of the City of Lancaster (or his/her designee) approving a Site Plan Amendment for the Master Parcel in accordance with Lancaster Municipal Code Section 17.12.12, which approval shall substantially conform to the site plan attached to this Agreement as Exhibit E attached hereto and incorporated herein (“Site Plan Amendment Approval”), as determined by Seller in Seller’s reasonable discretion. The condition precedent of Site Plan Amendment Approval to Closing may be waived in Seller’s sole and absolute discretion.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOLLOWS
8 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year set forth hereinabove.
MAILING ADDRESS OF BUYER
City of Lancaster
44933 N. Fern Avenue
Lancaster, CA 93534
Date:
BUYER
CITY OF LANCASTER, a municipal corporation and
charter city
By:
Trolis Niebla
City Manager
MAILING ADDRESS OF SELLER
HD Development of Maryland, Inc,
2455 Paces Ferry Road
Atlanta, GA 30339
SELLER
HD Development of Maryland, Inc.,
a Maryland corporation
Date:________________________ By: _____________________________________ Name: ___________________________________
Its: ______________________________________
9 LIST OF EXHIBITS
Exhibit “A” Legal Description of Master Parcel
Exhibit “B-1” Legal Description of Road Easement
Exhibit “B-2” Depiction of Road Easement
Exhibit “C” Depiction of Temporary Construction Easement Exhibit “D” Grant of Easement
Exhibit “E” Site Plan Amendment
Exhibit “F” Staging Plan
Exhibit “G” Depiction of Construction Impact Area
EXHIBIT A
Exhibit “A”
Legal Description
Assessor’s Parcel Number: 3123-004-045 & APN: 3123-001-062
EXHIBIT B-1
Exhibit “B-1”
Road Easement
Legal Description
EXHIBIT B-2
Exhibit “B-2”
Depiction of Road Easement
EXHIBIT C
Exhibit “C”
Depiction of Temporary Construction Easement
EXHIBIT D
Exhibit “D”
GRANT OF EASEMENT
ROAD EASEMENT
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged.
HD Development of Maryland, Inc., a Maryland corporation do(es) hereby grant and convey to the City of Lancaster (“City”), a charter city and municipal corporation, an easement for public road, highway and utility purposes (“Easement Area”) over and in the real property in the City of Lancaster, County of Los Angeles, State of California, described as:
SEE EXHIBITS "A" AND "B" ATTACHED HERETO AND MADE A PART HEREOF It is understood that each undersigned grantor grants only that portion of the above described land in which said grantor has an interest. It is further understood that the City bears sole responsibility, at its sole cost and expense, for maintenance, repair and reconstruction of, and payment of any fees, impositions or property tax assessments related to, the Easement Area. The City shall indemnify, defend and hold harmless HD Development of Maryland, Inc. and its owners, employees, officers, directors, affiliates and agents for any and all injury, expense (including, without limitations, reasonable attorneys’ fees and costs), cost, liability or damage arising out of or related to the Easement Area except to the extent caused by the willful misconduct of HD Development of Maryland, Inc.
RECORDING REQUESTED BY:CITYOFLANCASTERWHEN RECORDED MAIL TO:CITYOFLANCASTERENGINEERINGDIVISION44933N.FERNAVENUELANCASTER,CA93534 SPACE ABOVE THIS LINE FOR RECORDER'S USEThis document is exempt from payment of a recording feepursuant to government Code Section 6103 and 27383.
EXHIBIT D
HD Development of Maryland, Inc.,
a Maryland corporation
By: _______________________________
Name: _____________________________
Its: _______________________________
Date:______________________________
Above Signatures are to be acknowledged
before a Notary Public
For: Lancaster Health District Improvement
Project
APN: 3123-004-045
Street: 44226 20th Street
Certificate of Acceptance
This is to certify that the interest in real property
conveyed by this written Road Easement to the
City of Lancaster, a charter city and a
municipal corporation, is hereby accepted by
the undersigned officer on behalf of the City of
Lancaster pursuant to authority conferred by
Resolution No. 93-36 of the City of Lancaster,
adopted on March 15, 1993, and the Grantee
consents to the recordation thereof by its duly
authorized officer.
Dated this ____ day of ______________,
20_____
BY: _______________________________
ANDREA ALEXANDER, City Clerk
City of Lancaster
EXHIBIT D
ACKNOWLEDGEMENT
STATE OF ________________ )
COUNTY OF )
On _______________ before me, __________________________________________________, 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.
Signature ________________________ (Seal)
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.
EXHIBIT D
EXHIBIT “A”
Road Easement
Legal Description
EXHIBIT D
EXHIBIT “B”
Road Easement
Legal Depiction
EXHIBIT E
Exhibit “E”
SITE PLAN AMENDMENT
[ATTACHED]
EXHIBIT E
EXHIBIT F
Exhibit “F”
PHASING PLAN FOR BUYER’S WORK
EXHIBIT F
EXHIBIT F (CONT.)
EXHIBIT G
Exhibit “G”
Depiction of Construction Impact Area