2005-04 RESOLUTION NO. CRA 2005-04
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF GRAND
TERRACE AUTHORIZING THE EXCHANGE OF PROPERTY
WHEREAS, the City of Grand Terrace (the "City")has amended the Outdoor Adventures Center
Specific Plan by to exclude certain property from the Specific Plan by Amendment No. 1 as more
particularly described in Exhibit"1" (the"Property"); and
WHEREAS the owner of the Property,AES, Inc., desires to construct an electrical power
facility; and
WHEREAS,the Agency owns certain property adjacent to the Property, as more particularly
described in Exhibit No. 2 (the "Agency Property"); and
WHEREAS, subject to certain conditions precedent,the City,the Agency and the Property owner
desire to exchange the Agency Property for the Property in order that the electrical power facility
be constructed on the Agency Property, which is a more appropriate location.
NOW, THEREFORE IT IS HEREBY RESOLVED THAT:
1. The foregoing recitals are true and correct and incorporated hereat.
2. The Agency hereby approves the aforesaid exchange of property and the
Executive Director is authorized to execute the land swap agreement attached
hererto as Exhibit No. 3.
ADOPTED this 9t'day of June, 2005
ATTEST:
�Wate,��
Secretary of the Grand firrace Community Chainnm/,dthe Grand Terrace Community
Redevelopment Agency Redevela] ment Agency
Resolution 2005- 04
Page 2
I, BRENDA STANFILL, City Clerk of the City of Grand Terrace, do hereby certify that
the foregoing Resolution was introduced and adopted at a regular meeting of the Redevelopment
Agency of the City of Grand Terrace held on the 91h Day of June, 2005,by the following vote:
AYES: Agency Members Garcia and Miller; Vice-Chairwoman Cortes and
Chairwoman Ferre
NOES: Agency Member Hilkey
ABSENT: None
ABSTAIN: None
City Clerk
Approved as to form:
1*17
City Attorney (
REAL PROPERTY EXCHANGE AGREEMENT
THIS REAL PROPERTY EXCHANGE AGREEMENT (this "Agreement"), is
entered into as of June_, 2005 (the"Effective Date"),by and between the City of Grand
Terrace Redevelopment Agency, a municipal corporation ("Grand Terrace"), and
Riverside Canal Power Company, a California corporation ("RCPC"). For purposes of
this Agreement, RCPC shall refer to Riverside Canal Power Company or its designated
affiliate.
RECITALS
WHEREAS, RCPC plans to develop a nominal 300 megawatt gas-fired power
generation project(the"Project")to be located in Grand Terrace, California; and
WHEREAS, RCPC plans to file an Application for Certification("AFC") with the
California Energy.Commission("CEC")to obtain a Project license from the CEC; and
WHEREAS, Grand Terrace owns a parcel of real property (the "Grand Terrace
Parcel"), as further described in Exhibit A-1 hereto, located in Grand Terrace, California;
and
WHEREAS, RCPC owns a parcel of real property (the "RCPC Parcel"), as further
described in Exhibit B-1 hereto, located in Grand.Terrace, California which is adjacent to
- the Grand Terrace Parcel; and
WHEREAS, RCPC desires to locate the Project on a portion of the Grand
Terrace Parcel, and RCPC is willing to exchange a portion of the RCPC Parcel for a
portion of the Grand Terrace Parcel, subject to the terms and conditions set forth herein;
and
WHEREAS, Grand Terrace is willing to exchange a portion of the Grand Terrace
Parcel for the.RCPC Parcel, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereby agree as follows:
ARTICLE I—DUE DILIGENCE
1.1 Real Property Due Dilieence Materials. Grand Terrace and RCPC each
acknowledge that they are familiar with the real property documentation (e.g., title
reports, surveys, easements, rights-of-way, etc.) relating to the Grand Terrace Parcel and
the RCPC Parcel, respectively, and that each parry has had the opportunity to inspect all
such real property documentation prior to the Effective Date and are satisfied with the
results. A list of all such real property documentation provided to each party is set forth
in Schedule 1.1 attached hereto. Accordingly, as of the Effective Date, Grand Terrace
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and RCPC each hereby waive any right to terminate this Agreement due to the later y
discovery of any material defect, deficiency or encumbrance on the Grand Terrace Parcel
or the RCPC Parcel, as the case may be. For the avoidance of doubt, the prior sentence
shall in no way limit Grand Terrace's indemnity obligation under Section 7.2(d) below,
or RCPC's indemnity obligation under Section 7.5(d) below.
1.2 Environmental Due Diligence Materials. Grand Terrace and RCPC each
acknowledge that they are familiar with the environmental documentation (e.g., recent
environmental studies, inspections, impact reports, etc.) relating to the Grand Terrace
Parcel and the RCPC Parcel, respectively, and that each party has had the opportunity to
inspect all such environmental documentation prior to the Effective Date and are satisfied
with the results. A list of all such environmental documentation provided to each party is
set forth in Schedule 1.2 attached hereto. Accordingly, as of the Effective Date, Grand
Terrace and RCPC each hereby waive any right to terminate this Agreement due to the
later discovery of environmental contamination on the Grand Terrace Parcel or the RCPC
Parcel, as the case may be. For the avoidance of doubt, the prior sentence shall in no way
limit Grand Terrace's indemnity obligation under Section 7.2(e) below, or RCPC's
indemnity obligation under Section 7.5(e) below.
ARTICLE II—SPECIFIC PLAN AMENDMENT; PARCEL SUBDIVISION; LOT
LINE ADJUSTMENT
2.1 Specific Plan Amendment. No later than five (5) days following the
Effective Date, RCPC shall petition the Grand Terrace City Council for an amendment to
the city's Specific Plan which would allow RCPC to construct and operate a power plant
on the Grand Terrace Parcel.
(a) Grand Terrace and RCPC shall jointly agree in writing on the final
format of the Specific Plan amendment;
(b) If the Grand Terrace City Council approves the amendment, Grand
Terrace and RPCP shall use commercially reasonable efforts to complete the Specific
Plan amendment (including recordation of all applicable documents) no later than thirty
(30) days after City Council approval is obtained; and
(c) Grand Terrace and RCPC shall each bear their own internal costs
and expenditures incurred to complete the Specific Plan amendment under this Section
2.1. Outside third party expenses and obligations directly incurred in connection with the
Specific Plan amendment shall be shared on an equal basis by Grand Terrace and RCPC.
2.2 Grand Terrace Parcel Subdivision. Prior to any closing hereunder, Grand
Terrace intends to subdivide the Grand Terrace Parcel into two (2) distinct parcels, as
detailed on Schedule 2.2 attached hereto; such that Grand Terrace would retain the
northern parcel ("Grand Terrace Parcel North"), and Grand Terrace would be willing to
exchange the southern parcel ("Grand Terrace Parcel South") for the RCPC Parcel,
subject to the terms and conditions herein.
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(a) Grand Terrace and RCPC shall jointly agree in writing on the final
configuration of the Grand Terrace Parcel subdivision;
(b) Grand Terrace shall subdivide the Grand Terrace Parcel by means
of either: (i) a Subdivision Map (e.g., Parcel or Tract Map), or (ii) Legal Description and
Grant Deed. Grand Terrace shall have sole discretion over which method it employs to
subdivide the Grand Terrace Parcel;
(c) Grand Terrace shall use commercially reasonable efforts to
complete the Grand Terrace Parcel subdivision (including recordation of all applicable
documents) no later than fifteen (15) days after RCPC receives its Project License from
the CEC; and
(d) Grand Terrace shall bear its own internal costs and expenditures
incurred to complete the Grand Terrace Parcel subdivision under this Section 2.2.
Outside third party expenses and obligations directly incurred in connection with Grand
Terrace Parcel subdivision shall be shared on an equal basis by Grand Terrace and
RCPC.
ARTICLE III—EARLY TERMINATION
3.1 Grand Terrace Early Termination. During the term of this Agreement,
Grand Terrace may terminate this Agreement in its sole discretion if:
(a) RCPC notifies Grand Terrace in writing that RCPC is officially
abandoning its attempt to obtain a Project license from the CEC; or
(b) The CEC fails to issue RCPC a Project license by July 1, 2008,
unless such deadline is extended pursuant to Section 3.3 below.
If Grand Terrace desires to terminate the Agreement pursuant to this Section 3.1, then
Grand Terrace shall provide written notice to RCPC to that effect, and this Agreement
shall terminate thirty(30) days after receipt of such notice by RCPC.
3.2 RCPC Earlv Termination. During the.term of this Agreement, RCPC may
terminate this Agreement in its sole discretion if:
(a) RCPC fails to obtain City Council approval to.amend the city's
Specific Plan pursuant to Section 2.1 above, or the City Council later amends its Specific
Plan in such a matter as to preclude the development of the Project on the Grand Terrace
Parcel South; or
(b). RCPC is unable to negotiate commercially reasonable terms with
Southern California Edison Company("SCE")to:
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(i) relocate the SCE electrical controls (currently located on
the RCPC Parcel) to the adjacent SCE substation parcel (or to such other adjacent parcel
as both SCE and RCPC may agree); and
(ii) revise (or terminate) the Facilities Services Agreement
("FSA") between RCPC and SCE; and
(iii) revise the Asset Sale Agreement between RCPC and SCE,
as such agreement relates to the FSA; or
(c) The CEC fails to issue RCPC a Project license by July 1, 2008,
unless such deadline is extended pursuant to Section 3.3 below; or
(d) Grand Terrace fails to timely complete the Grand Terrace Parcel
subdivision pursuant to Section 2.2 above.
If RCPC desires to terminate the Agreement pursuant to this Section 3.2, then RCPC
shall provide written notice to Grand Terrace to that effect, and this Agreement shall
terminate thirty (30) days after receipt of such notice by Grand Terrace.
3.3 Deadline Extensions. Grand Terrace and RCPC each acknowledge and
agree that the July 1, 2008 deadline set forth in Sections 3.1(b) and 3.2(c) above may be
extended as follows:
(a) If, as of June 30, 2008, RCPC is actively pursuing a Project license
in front of the CEC, then the deadline in Sections 3.1(b) and 3.2(c) above shall be
automatically extended to July 1, 2009; and
(b) If, as of June 30, 2009, RCPC has obtained a Project license from
the CEC and is actively pursuing a power sales contract for the Project and/or financing
for the Project, then the deadline in Sections 3.1(b) and 3.2(c) above shall be
automatically extended to July 1, 2010.
ARTICLE IV-TRANSFER OF GRAND TERRACE PARCEL SOUTH
4.1 Notification of License Issuance. Upon receiving a CEC license for the
Project, RCPC will notify Grand Terrace in writing.
4.2 Intent to Proceed. As soon as commercially practicable following receipt
of the Project license from the CEC (e.g., taking into consideration the status of power
sales contract negotiations and/or Project financing discussions), RCPC will notify Grand
Terrace in writing of its intent to proceed with the transfer of the Grand Terrace Parcel
South. Grand Terrace and RCPC shall use commercially reasonable efforts to transfer
Grand Terrace Parcel South to RCPC within sixty (60) days of receipt of such intent to
proceed notice, subject to the terms and conditions herein.
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4.3 Conditions Precedent to Transfer of Grand Terrace Parcel South.
Notwithstanding any other provision'to the contrary herein, the obligations of RCPC to
take title to Grand Terrace Parcel South and to consummate the transactions
contemplated by this Agreement are subject to the satisfaction, as of the Grand Terrace
Parcel South closing (or such other date as the parties may mutually agree to in writing),
of each of the following conditions:
(a) The Specific Plan shall have been successfully amended pursuant
to Section 2.1 above;
(b) The CEC license for the Project must be final and unappealable;
(c) Grand Terrace shall have successfully subdivided the Grand
Terrace Parcel pursuant to Section 2.2 above;
(d) RCPC shall have successfully negotiated commercially reasonable
terms with SCE on all of the matters set forth in Section 3.2(b) above;
(e) RCPC shall have successfully negotiated a commercially
reasonable power sales contract for the sale of power to be generated at the Project; and
(f) RCPC shall have successfully negotiated commercially reasonable
financing for the Project (e.g., at the very least, a commercially reasonable construction
bridge loan).
4.4 Failure to Satisfv Conditions Precedent. In the event one or more of the
conditions set forth in Section 4.3 above are not satisfied within the applicable time
period, then RCPC may, in its sole discretion:
(a) Terminate this Agreement by giving written notice to Grand
Terrace, and thereafter neither .Grand Terrace nor RCPC shall have any further
obligations or liabilities hereunder; or
(b) Waive the failure of such condition(s) in writing, and proceed to
the Grand Terrace Parcel South closing hereunder.
4.5 Grand Terrace Parcel South Closins. If RCPC proceeds with the Grand
Terrace Parcel South closing hereunder, then Grand Terrace and RCPC shall enter into a
mutually acceptable escrow agreement (the* "Grand Terrace Parcel South Escrow
Agreement") with a mutually agreeable title company prior to the Grand Terrace Parcel
South closing. Upon the execution of the Grand Terrace Parcel South Escrow
Agreement, Grand Terrace shall furnish and deliver to the title company for delivery to
RCPC pursuant to instructions in the Grand Terrace Parcel South Escrow Agreement, the
following:
(a) A grant deed, an ALTA Survey, a final title report and a bill of
sale, each duly executed and/or acknowledged by Grand Terrace;
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(b) An express assignment of all easements, licenses and rights-of-way
that encumber the Grand Terrace Parcel South (if any); and
(c) Such other documents as are reasonably required by RCPC or the
title company to carry out the terms and provisions of this Agreement or the Grand
Terrace Parcel South Escrow Agreement.
4.6 Consideration for Transfer of Grand Terrace Parcel South. Grand Terrace
and RCPC each acknowledge and agree that the consideration for the transfer of Grand
Terrace Parcel South from Grand Terrace to RCPC pursuant to this Article 4 shall be
either: (a) the in-kind transfer of RCPC Parcel from RCPC to Grand Terrace (i.e., real
property exchange), or (b) the payment by RCPC of the purchase price (to be determined
hereunder) to Grand Terrace (i.e., real property sale), such consideration to be elected by
Grand Terrace in its sole discretion pursuant to the provisions of Article 6 below.
4.7 Post-Closing Covenant: Lot Line Adjustment. Following the Grand
Terrace Parcel South closing, RCPC shall pursue a lot line adjustment between Grand
Terrace Parcel South and RCPC Parcel, as generally detailed on Schedule 4.7 attached
hereto, such that the respective adjusted acreage of Grand Terrace Parcel South and
RCPC Parcel would be approximately equal (at least in terms of beneficial use) to the
acreage of the parcels owned by Grand Terrace and RCPC, respectively, immediately
prior to the Grand Terrace Parcel South closing, subject to the terms and conditions
herein.
(a) Grand Terrace and RCPC shall jointly agree in writing on the final
configuration of the lot line adjustment;
(b) RCPC shall use commercially reasonable efforts to complete the
lot line adjustment (including recordation of all applicable documents) within one
hundred and twenty (120) days after the Grand Terrace Parcel South closing; and
(c) Grand Terrace and RCPC shall each bear their own internal costs
and expenditures incurred to complete the lot line adjustment under this Section 4.7.
Outside third parry expenses and obligations directly incurred in connection with the lot
line adjustment shall be shared on an equal basis by Grand Terrace and RCPC.
ARTICLE V—DEMOLITION; WELL ABANDONMENT ON RCPC PARCEL
5.1 Demolition of Improvements.. Within twelve (12) months of the Grand
Terrace Parcel South closing, RCPC shall commence demolition work on the RCPC
Parcel. Unless otherwise stated herein, or unless otherwise agreed between the parties,
RCPC agrees to demolish and remove all the improvements on the RCPC Parcel and,
upon completion, to deliver a letter of completion to the Grand Terrace. Notwithstanding
any other provision to the contrary herein, Grand Terrace acknowledges and agrees that
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RCPC shall have no duty to initiate any demolition work hereunder until such time as
RCPC takes legal title to Grand Terrace Parcel South.
5.2 Abandonment of Water Wells. Either concurrently with or following
demolition of the improvements on the RCPC Parcel pursuant to Section 5.1 above,
RCPC agrees to abandon the two (2) large water wells and the two (2) small water wells
located on the RCPC Parcel. Notwithstanding" the previous sentence, prior to the
commencement of any well abandonment work hereunder, RCPC may elect in writing to
preserve one of the two large water wells on the RCPC Parcel for use by the Project. If
RCPC timely elects in writing to preserve one-of the two large water wells, then RCPC
shall preserve said large well and not abandon it; and further, Grand Terrace and RCPC
shall thereafter negotiate in good faith a mutually agreeable water access easement for no
additional consideration which would allow RCPC to access the preserved large water
well and bring water from said large well across the RCPC Parcel onto the Grand Terrace
Parcel South for use by the Project. Notwithstanding any other provision to the contrary
herein, Grand Terrace acknowledges and agrees that RCPC shall have no duty to initiate
any well abandonment work hereunder until such time as RCPC takes legal title to Grand
Terrace Parcel South.
5.3 Relocation of SCE Controls. Grand"Terrace understands that RCPC may
be required to take certain SCE electrical controls currently situated on the RCPC Parcel
and relocate them to the adjacent SCE substation parcel (or to such other adjacent parcel
as both SCE and RCPC may agree). Further, Grand Terrace understands that such
relocation work may need to occur prior to any demolition work on the RCPC Parcel to
preserve the integrity of such controls. For purposes of Section 5.1 above, Grand Terrace
agrees.that commencement of SCE electrical control relocation work by RCPC shall be
considered commencement of demolition work on the RCPC Parcel.
ARTICLE VI—TRANSFER OF RCPC PARCEL
6.1 Notification of Demolition Completion. Upon obtaining a letter of
completion certifying the demolition and removal of all the improvements on the RCPC
Parcel, RCPC will deliver the letter to the Grand Terrace. Upon receiving the letter of
completion, Grand Terrace and RCPC shall use commercially reasonable efforts to
transfer the RCPC Parcel to Grand Terrace within sixty (60) days of such receipt, subject
to the terms and conditions herein.
6.2 Conditions Precedent to Transfer of RCPC Parcel,. Notwithstanding any
other provision to the contrary herein, the-obligations of Grand Terrace to take title to
RCPC Parcel and/or to consummate the transactions contemplated by this Agreement are
subject to the satisfaction, as of the RCPC Parcel closing (or such other date as the parties
may mutually agree to in writing), of each of the following conditions:
(a) RCPC shall have successfully completed the lot line adjustment
pursuant to Section 4.7 above;
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(b) RCPC shall have completed the demolition work and delivered the
letter of completion pursuant to Section 5.1 above;
(c) RCPC shall have completed the well abandonment work pursuant
to Section 5.2 above; and
(d) RCPC shall have completed the SCE controls relocation work
pursuant to Section 5.3 above.
6.3 Failure to Satisfy Conditions Precedent. In the event one or more of the
conditions set forth in Section 6.2 above are not satisfied within the applicable time
period, then Grand Terrace may, in its sole discretion:
(a) Waive the failure of such condition(s) in writing, and proceed to
the RCPC Parcel closing below; or
(b) Elect not to take title to the RCPC Parcel, and instead elect to sell
the Grand Terrace Parcel South to RCPC at a price to be determined by an independent
third party appraisal.
(i) The appraiser shall be jointly selected by Grand Terrace
and RCPC, and the scope of the appraisal shall be limited to the real property of the
Grand Terrace Parcel South. If both parties are satisfied with the appraisal report, then
the appraisal amount shall establish the purchase price of the Grand Terrace Parcel South.
(ii) If either party is dissatisfied with the appraisal report, then
said dissatisfied party may request that a second appraisal be conducted. The second
appraiser shall also be jointly selected by Grand Terrace and RCPC, and the scope of the
second appraisal shall also be limited to the real property of the Grand Terrace Parcel
South. Following receipt of the second appraisal report, the arithmetic mean of the initial
appraisal amount and the second appraisal amount shall establish the purchase price of
the Grand Terrace Parcel South.
(iii) The expenses of the initial appraisal and the second
appraisal, if any, shall be shared on an equal basis by Grand Terrace and RCPC.
If Grand Terrace elects to sell the Grand Terrace Parcel South to RCPC pursuant to this
Section 6.3(b), then Grand Terrace shall promptly notify RCPC in writing after receipt of
the initial appraisal report and the second appraisal report, if any. Thereafter, RCPC shall
pay Grand Terrace the purchase price determined hereunder within sixty (60) days of
receipt of such notice by the Grand Terrace.
6.4 RCPC Parcel Closing. If Grand Terrace proceeds with the RCPC Parcel
closing hereunder, then Grand Terrace and RCPC shall enter into a mutually acceptable
escrow agreement (the "RCPC Parcel Escrow Agreement") with a mutually agreeable
title company prior to the RCPC Parcel closing. Upon the execution of the RCPC Parcel
Escrow Agreement, RCPC shall furnish and deliver to the title company for delivery to
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Grand Terrace pursuant to instructions in the RCPC Parcel Escrow Agreement, the
following:
(a) A grant deed, an ALTA Survey, a final title report and a bill of
sale, each duly executed and/or acknowledged by RCPC;
(b) An express assignment of all easements, licenses and rights-of-way
that encumber the RCPC Parcel (if any); and
(c) Such other documents as are reasonably required by Grand Terrace
or the title company to carry out the terms and provisions of this Agreement or the RCPC
Parcel Escrow Agreement.
Further, prior to the execution of the RCPC Parcel Escrow Agreement, Grand Terrace
and RCPC shall negotiate in good faith a mutually agreeable. temporary construction
easement for no additional consideration which would allow RCPC to utilize a designated
portion of the RCPC Parcel for equipment laydown and other similar uses during Project
construction. For the avoidance of doubt, RCPC shall have no obligation to transfer title
of the RCPC Parcel to Grand Terrace under this Article 6 until both parties have executed
the aforementioned temporary construction easement.
6.5 Option to Purchase the Park Parcel. If (and only if) Grand Terrace
proceeds with the RCPC Parcel closing under Section 6.4 above, then in further
consideration of the mutual covenants contained herein, RCPC hereby grants to Grand..
Terrace an exclusive option to purchase, on an "as is" basis, that certain parcel of real .
property adjacent to the south of the RCPC Parcel (the "Park Parcel"), as further .
described in Exhibit C-1 hereto, located in Grand Terrace, California.(the"Park Option");
provided, however, that if the CEC requires RCPC to utilize a portion of the Park Parcel
for Project mitigation purposes, then the Park Option shall apply only to the remaining
portion of the Park Parcel not required to be utilized for Project mitigation purposes.
(a) Grand Terrace shall have the right to exercise the Park Option the
moment Grand Terrace elects to proceed with the RCPC Parcel closing under Section 6.4
above. The Park Option shall terminate one hundred and eighty (180) days after the RCPC
Parcel closing occurs,unless said period is mutually extended by the parties in writing.
(b) If Grand Terrace timely exercises the Park Option hereunder, then
Grand Terrace and RCPC shall enter into a mutually acceptable escrow agreement (the
"Park Parcel Escrow Agreement") with a mutually agreeable title company prior to the
Park Parcel closing. Upon the execution of the Park Parcel Escrow Agreement, RCPC
shall furnish and deliver to the title company for delivery.to Grand Terrace pursuant to
instructions in the Park Parcel Escrow Agreement,the following:
(i) A grant deed, an ALTA Survey, a final title report and a
bill of sale, each duly executed and/or acknowledged by RCPC;
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(ii) An express assignment of all easements, licenses and
rights-of-way that encumber the Park Parcel (if any); and
(iii) Such other documents as are reasonably required by Grand
Terrace or the title company to carry out the terms and provisions of this Agreement or
the Park Parcel Escrow Agreement; provided, however, that RCPC shall not be required
to provide any document that would be inconsistent with an"as is" sale of real property.
(c) The purchase price for the Park Parcel shall be determined by
using the appraisal methodology set forth in Section 6.3(b) above.
(d) If Grand Terrace fails to timely exercise the Park Option
hereunder, then the Park Option shall terminate and become null and void.
6.6 Election to Sell Grand Terrace Parcel South. Notwithstanding Section 6.4
above, if all the conditions set forth in Section 6.2 above have been satisfied, Grand
Terrace still has the option, in its sole discretion, to elect not to take title to the RCPC
Parcel, but instead sell the Grand Terrace Parcel South to RCPC at a price to be
determined pursuant to Section 6.3(b) above.
If Grand Terrace elects to sell the Grand Terrace Parcel South to RCPC pursuant to this
Section 6.6, then Grand Terrace shall promptly notify RCPC in writing after receipt of
the initial appraisal report and the second appraisal report, if any. Thereafter, RCPC shall
pay Grand Terrace the purchase price determined hereunder within sixty (60) days of
receipt of such notice by the Grand Terrace.
ARTICLE VII—REPRESENTATIONS;WARRANTIES,AND COVENANTS
7.1 Grand Terrace Representations and Warranties. To induce RCPC to enter
into this Agreement and to obtain the Grand Terrace Parcel South, Grand Terrace
represents and warrants to RCPC,to the best of its knowledge, as follows:
(a) Grand Terrace has, and at the Grand Terrace Parcel South closing
Grand Terrace will have, and will convey,, transfer and assign to RCPC, good,
marketable, fee simple and insurable title to the Grand Terrace Parcel South, free and
clear of any mortgages, liens, leases, licenses, conditional sales agreements, security
interests, covenants, restrictions, rights-of-way, easements, encroachments and any other
matters affecting title or use of the Grand Terrace Parcel South, except for the
encumbrances previously disclosed to RCPC in writing.
(b) Grand Terrace has duly and validly authorized and executed this
Agreement, and has right, title, power and authority to enter into this Agreement and, at
the Grand Terrace Parcel South closing and the RCPC Parcel closing, if applicable, to
consummate the actions provided for herein. The execution by Grand Terrace of this
Agreement and the consummation by Grand Terrace of the transactions contemplated
hereby do not, and at the Grand Terrace Parcel South closing and the RCPC Parcel
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r
closing, if applicable, will not result in a breach of any of the terms or provisions of any
agreement or obligation to which Grand Terrace is a party or by which the Grand Terrace
Parcel South or any portion thereof is bound; and does not and at the Grand Terrace
Parcel South closing will not, constitute a violation of any order, rule or regulation
applicable to Grand Terrace or any portion of the Grand Terrace Parcel South of any
court or of any federal or state or municipal regulatory body or administrative agency or
other governmental body having jurisdiction over Grand Terrace or any portion of the
Grand Terrace Parcel South.
(c) No pending condemnation, eminent domain, assessment or similar
proceeding or charge affecting the Grand Terrace Parcel South or any portion thereof
exists.
(d) There will exist no service contracts, management or other
agreements applicable to the Grand Terrace Parcel South.
(e) No material default or breach exists under any of the rights-of-way
or easements affecting the Grand Terrace Parcel South or any portion thereof.
(f) The Grand Terrace Parcel South has free and unimpeded access to
presently existing public highways and/or roads (either directly or by way of perpetual
easements), and all approvals necessary therefor have been obtained and are in full force
and effect. No fact or condition exists which would result in the termination of the
current access from the Grand Terrace Parcel South to any presently existing public
highways and/or roads adjoining or situated on said property.
(g) There are no attachments, executions, assignments for the benefit of
creditors, or voluntary or involuntary proceedings in bankruptcy or under any other
debtor relief laws contemplated by or pending or, threatened against Grand Terrace or the
Grand Terrace Parcel South.
(h) All documents and information delivered by Grand Terrace to
RCPC pursuant to the provisions of this Agreement, including all environmental reports
and data provided prior to the Effective Date, are true, correct and complete in all
material respects as of the date hereof and will be correct and complete in all material
respects as of the Grand Terrace Parcel South closing date, and as of the RCPC Parcel
closing date, if applicable.
7.2 Grand Terrace Indemnitv. Subject to the provisions provided hereafter
limiting the liability of Grand Terrace, Grand Terrace hereby agrees to indemnify and
defend, at its sole cost and expense, and hold RCPC, its successors and assigns, harmless
from and against and to reimburse RCPC with respect to any and all claims, demands,
actions, causes of action, losses, damages, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees and court costs) of any and every kind or
character, asserted against or incurred by RCPC at any time and from time to time by
reason of or arising out of.
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(a) The breach of any representation or warranty of Grand Terrace set
forth in this Agreement;
(b) The failure of Grand Terrace, in whole or in part, to perform any
obligation required to be performed by Grand Terrace pursuant to Section 7.1 above;
(c) The ownership, occupancy, operation, use and maintenance of the
Grand Terrace Parcel South prior to the Grand Terrace Parcel South closing date;
(d) A material defect, deficiency or encumbrance on the Grand
Terrace Parcel South not disclosed in the documents provided to RCPC prior to the
Effective Date pursuant to Section 1.1 above; or
(e) Environmental contamination on the Grand Terrace Parcel South
not disclosed in the documents provided to RCPC prior to the Effective Date pursuant to
Section 1.2 above.
7.3 Grand Terrace Covenants. Grand Terrace covenants and agrees, from the
Effective Date until the RCPC Parcel closing or the Grand Terrace election under Section
6.3 or Section 6.5, or earlier termination of this Agreement, that:
(a) Grand Terrace shall cause to be maintained in full force public
liability insurance with respect to damage or injury to persons or property occurring on or
relating to operation of the Grand Terrace Parcel South in substantially the .amounts as
are maintained by Grand Terrace on the Effective Date of this Agreement;
(b) Grand Terrace shall not create or voluntarily permit to be created
any liens, easements or other encumbrances affecting any portion of the Grand Terrace
Parcel South or the uses thereof without the prior written consent of RCPC; and
(c) Grand Terrace shall maintain the Grand Terrace Parcel South in its
present condition, and shall not materially alter the property in any way that could
adversely impact RCPC's intended use to construct and operate a power plant thereon.
7.4 RCPC Representations and Warranties. To induce Grand Terrace to enter
into this Agreement and to potentially obtain the RCPC Parcel, RCPC represents and
warrants to Grand Terrace, to the best of its knowledge, as follows:
(a) RCPC has, and at the RCPC Parcel closing, if applicable, RCPC
will have, and will convey, transfer and assign to Grand Terrace, good, marketable, fee
simple and insurable title to the RCPC Parcel, free and clear of any deeds of mortgages,
liens, leases, licenses, conditional sales agreements, security interests,. covenants,
restrictions, rights-of-way, easements, encroachments and any other matters affecting title
or use of the RCPC Parcel, except for the encumbrances previously disclosed to Grand
Terrace in writing.
Draft 46 12 Real Property Exchange Agreement
06.08.05
r .
(b) RCPC has duly and validly authorized and executed this
Agreement, and has right, title, power and authority to enter into this Agreement and, at
the Grand Terrace Parcel South closing and the RCPC Parcel closing, if applicable, to
consummate the actions provided for herein. The execution by RCPC of this Agreement
and the consummation by RCPC of the transactions contemplated hereby do not, and at
the Grand Terrace Parcel South closing and the RCPC Parcel closing, if applicable, will
not result in a breach of any of the terms or provisions of any agreement or obligation to
which RCPC is a party or by which the RCPC Parcel or any portion thereof is bound; and
does not and at the RCPC Parcel closing, if applicable; will not, constitute a violation of
any order, rule or regulation applicable to Grand Terrace or any portion of the RCPC
Parcel of any court or of any federal or state or municipal regulatory body or
administrative agency or other governmental body having jurisdiction over Grand
Terrace or any portion of the RCPC Parcel.
(c) No pending condemnation, eminent domain, assessment or similar
proceeding or charge affecting the RCPC Parcel or any portion thereof exists.
(d) There will exist no service contracts, management or other
agreements applicable to the RCPC Parcel.
(e) No material default or breach exists under any of the rights-of-way
or easements affecting the RCPC Parcel or any portion thereof.
(f) The RCPC Parcel has'free and unimpeded access to presently
existing public highways and/or roads (either directly or by way of perpetual easements),
and all approvals necessary therefor have been obtained and are in full force and effect.
No fact or condition exists which would result in the termination of the current access
from the RCPC Parcel to any presently existing public highways and/or roads adjoining
or situated on said property.
(g) There are no attachments, executions, assignments for the benefit of
creditors, or voluntary or involuntary proceedings in bankruptcy or under any other
debtor relief laws contemplated by or,pending or, threatened against RCPC or the RCPC
Parcel.
(h) All documents and information delivered by RCPC to Grand
Terrace pursuant to the provisions of this Agreement, including all environmental reports
and data provided prior to the Effective Date; are true, correct and complete in all
material respects as of the date hereof and will be correct and complete in all material
respects as of the Grand Terrace Parcel South closing date, and as of the RCPC closing
date, if applicable.
7.5 RCPC Indemnitv. Subject to the provisions provided hereafter limiting the
liability of RCPC, RCPC hereby agrees to indemnify and defend, at its sole cost and
expense, and hold Grand Terrace, its successors and assigns, harmless from and against
and to reimburse Grand Terrace with respect to any and all claims, demands, actions,
- causes of action, losses, damages, liabilities, costs and expenses (including, without
Draft#6 13 Real Property Exchange Agreement
06.08.05
limitation, reasonable attorneys' fees and court costs) of any and every kind or character,
asserted against or incurred by Grand Terrace at any time and from time to time by
reason of or arising out of:
(a) The breach of any representation or warranty of RCPC set forth in
this Agreement;
(b) The failure of RCPC, in whole or in part, to perform any obligation
required to be performed by RCPC pursuant to Section 7.4 above;
(c) The ownership, occupancy, operation, use and maintenance of the
RCPC Parcel prior to the RCPC Parcel closing date, if applicable;'
(d) A material defect, deficiency or encumbrance on the RCPC Parcel
not disclosed in the documents provided to Grand Terrace prior to the Effective Date
pursuant to Section 1.1 above; or
(e) Environmental contamination on the RCPC Parcel not disclosed in
the documents provided to Grand Terrace prior to the Effective Date pursuant to Section.
1.2 above.
7.6 RCPC Covenants. RCPC covenants and agrees with Grand Terrace, from
the Effective Date until the RCPC Parcel closing or Grand Terrace election under Section
6.3 or Section 6.5, or earlier termination of this Agreement:
(a) RCPC shall cause to be maintained in full force public liability
insurance with respect to damage or injury to persons or property occurring on or relating
to operation of the RCPC Parcel in substantially the amounts as are maintained by RCPC
on the Effective Date of this Agreement;
(b) RCPC shall not create or voluntarily permit to be created any liens,
easements or other encumbrances affecting any portion of the RCPC Parcel or the uses
thereof without the prior written consent of Grand Terrace; and
(c) RCPC shall maintain the RCPC Parcel in its present condition and,
subject to the provisions in Article 5, shall not materially alter the property in any way.
7.7 Park Parcel. With respect to the Park Parcel, RCPC makes no
representations, warranties or covenants as to the condition of the real property or any
improvements thereon. If Grand Terrace timely exercises the Park Option hereunder,
then Grand Terrace will be receiving the Park Parcel "as is", with all defects that may
exist, except as otherwise mutually agreed to in the Park Parcel Escrow Agreement.
Draft 46 14 Real Property Exchange Agreement
06.08.05
ARTICLE'VIII—CLOSING EXPENSES; POST-CLOSING COVENANTS
8.1 Grand Terrace Parcel South Closing Costs.. With respect to the Grand
Terrace Parcel South closing, Grand Terrace and RCPC shall each bear their own internal
costs and expenditures incurred to complete, said closing, including their respective
attorneys' fees and any and all state, municipal or other documentary or transfer taxes
payable in connection with the delivery of any instrument or document provided in or
contemplated by this Agreement for the Grand Terrace Parcel South closing. Outside
third party expenses and obligations directly incurred in connection with the Grand
Terrace Parcel South closing shall be shared on an equal basis by Grand Terrace and
RCPC, including without limitation all title examination fees, surveys, any appraisals,
and the charges for or in connection with the recording and/or filing of any instrument or
document provided in or contemplated by this Agreement for the Grand Terrace Parcel
South closing.
8.2 RCPC Parcel Closing Costs. With respect to the RCPC Parcel closing, if
applicable, Grand Terrace and RCPC shall each bear their own internal costs and
expenditures incurred to complete said closing; including their respective attorneys' fees
and any and all state, municipal or other documentary or transfer taxes payable in
connection with the delivery of any instrument or document provided in or contemplated
by this Agreement for the RCPC Parcel closing. Outside third party expenses and
obligations directly incurred in connection with the RCPC Parcel closing shall be shared
on an equal basis by Grand Terrace and RCPC, including without limitation all title
examination fees, surveys, any appraisals, and the charges for or in connection with the
recording and/or filing of any instrument or document provided in or contemplated by .
this Agreement for the RCPC Parcel closing.
8.3 Park Parcel Closing Costs. With respect to the Park Parcel closing, if
applicable, Grand Terrace and RCPC shall each bear their own internal costs and
expenditures incurred to complete said closing, including their respective attorneys' fees
and any and all state, municipal or other documentary or transfer taxes payable in
connection with the delivery of any instrument or document provided in or contemplated
by this Agreement for the Park Parcel closing. Outside third party expenses and
obligations directly incurred in connection with the Park Parcel closing shall be shared on
an equal basis by Grand Terrace and RCPC, including without limitation all title
examination fees, surveys, any appraisals, and the charges for or in connection with the
recording and/or filing of any instrument or document provided in. or contemplated by
this Agreement for the Park Parcel closing.
8.4 No Material Drainal?e Alteration after Project Construction. Grand
Terrace and RCPC each acknowledge that following the Grand Terrace Parcel South
closing, certain work to be performed, including (a) demolition work performed pursuant
to Section 5.1, (b) well abandonment work performed pursuant Section 5.2, and (c)
Project construction work performed on the Grand Terrace Parcel South (including all
allowed uses under the temporary construction;easement referenced in Section 6.4), will
materially alter the current grading and drainage on both the Grand Terrace Parcel South
and the RCPC Parcel. However, following completion of Project construction, and
Draft 46 15 Real Property Exchange Agreement
06.08.05
following the RCPC Parcel closing, if applicable, Grand Terrace and RCPC agree that
neither party shall materially change the grading and/or the drainage on their respective
parcels without the prior written consent of the other party, such consent not to be
unreasonably withheld.
ARTICLE IX—DEFAULT AND REMEDIES
9.1 Grand Terrace Default; RCPC Remedies.
(a) Grand Terrace's Default. Grand Terrace shall be deemed to be in
default hereunder upon the occurrence of any one or more of the following events: (i) any
of Grand Terrace's warranties or representations set forth herein shall be untrue in any
material aspect when made, at the Grand Terrace Parcel South closing, or at the RCPC
Parcel closing, if applicable; .or (ii) Grand Terrace shall fail in any material respect to
meet, comply with, or perform any covenant, agreement or obligation on its part required
within the time limits and in the manner required in this Agreement.
(b) RCPC Remedies. In the event Grand Terrace shall be deemed to
be in default hereunder RCPC may, as its sole remedies: (i) terminate this Agreement by
written notice delivered to Grand Terrace on or before the Grand Terrace Parcel South
closing; or (ii) in the event that Grand Terrace willfully refuses to close the transfer/sale
of the Grand Terrace Parcel South and only in such event, enforce specific performance
of this Agreement against Grand Terrace including RCPC's reasonable costs and
attorneys' fees in connection therewith. It is understood and agreed that termination or
specific performance as provided in (i) and (ii) above constitute RCPC's sole remedy
against Grand Terrace, and that RCPC shall not be entitled to seek monetary damages
from Grand Terrace or assert any other remedy against Grand Terrace.
9.2 RCPC Default. Grand Terrace Remedies.
(a) RCPC's Default. RCPC shall be deemed to be in default
hereunder upon the occurrence of any one or more of the following events: (i) any of
RCPC's warranties or representations set forth herein shall be untrue in any material
aspect when made, at the Grand Terrace Parcel South closing, or at the RCPC.Parcel
closing, if applicable; or (ii) RCPC shall fail in any material respect to meet, comply
with, or perform any covenant, agreement or obligation on its part required within the
time limits and in the manner required in this Agreement.
(b) Grand Terrace Remedies. In the event RCPC shall be deemed to
be in default hereunder Grand Terrace may, as its sole remedies: (i) terminate this
Agreement by written notice delivered to RCPC on or before the Grand Terrace Parcel
South closing; or (ii) in the event that RCPC willfully refuses to close the transfer/sale of
the RCPC Parcel, if applicable, and only in such event, enforce specific performance of
this Agreement against RCPC including Grand Terrace's reasonable costs and attorneys'
fees in connection therewith. It is understood and agreed that termination or specific
performance as provided in (i) and (ii) above constitute Grand Terrace's sole remedy
Draft#6 16 Real Property Exchange Agreement
06.08.05
against RCPC, and that Grand Terrace shall not be entitled to seek monetary damages
from RCPC or assert any other remedy against RCPC.
ARTICLE X—MISCELLANEOUS
10.1 Survival. .All of the representations, warranties, covenants, agreements
and indemnities (but not matters or items identified as conditions for parties' obligation
to close) of Grand Terrace and RCPC contained in this Agreement, to the extent not
performed at the Grand Terrace Parcel South'.closing or the RCPC Parcel.closing, if
applicable, shall survive for a period of five (5) years following: (a) the Grand Terrace
Parcel South closing, if there is no subsequent RCPC Parcel closing, or (b) the RCPC
Parcel closing, if applicable.
10.2 Risk of Loss. Until the Grand Terrace Parcel South closing date, the risk
of loss of any portion of the Grand Terrace Parcel South shall be borne solely by Grand
Terrace. Following the Grand Terrace Parcel South closing date and delivery of
possession to RCPC, the risk of loss of the Grand Terrace Parcel South shall transfer to
RCPC. Similarly, until the RCPC Parcel closing date, if applicable, the risk of loss of
any portion of the RCPC Parcel shall be borne solely by RCPC. Following the RCPC
Parcel closing date and delivery of possession to Grand Terrace, if applicable, the risk of
loss of the RCPC Parcel shall transfer to Grand Terrace.
10.3 Notices. All notices, requests and other communications under this
Agreement shall be in writing and shall be delivered in person, sent by certified mail,
return receipt requested or delivered by recognized expedited delivery service, addressed
as follows:
If to Grand Terrace:
Grand Terrace Community Redevelopment Agency
22795 Barton Road
Grand Terrace, CA 92313
Attention: Thomas J. Schwab, City Manager
With a copy to:
Harper& Burns
453 S. Glassell Street
Orange, CA 92666
Attention: John R. Harper, City Attorney
If to RCPC:
Riverside Canal Power Company
c/o The AES Corporation
690 Studebaker Road.
Draft#6 17 Real Property Exchange Agreement
06.08.05
Long Beach, CA 90803
Attention: Julie D. Way, Project Director
With a copy to:
Galati &Blek, LLP
100 N. Brand Blvd.,Suite 618
Glendale, CA 91203
Attention: Scott W. Blek, Esq.
or at such other address, and to the attention of such other person, as the parties shall give
notice as herein provided. All such notices, requests and other communications shall be
deemed to have been sufficiently given for all purposes hereof upon receipt at such
address, or if mailed, upon deposit of a copy in a post office of official depository of the
United States Postal Service.
10.4 Entire Agreement: . Modifications. This Agreement embodies and
constitutes the entire understanding between the parties with respect to the transactions
contemplated herein, and all prior .or contemporaneous agreements, understandings,
representations and statements (oral or written) are merged into this Agreement. Neither
this Agreement nor any provision hereof may be waived, modified, amended, discharged
or terminated except by an instrument in writing signed by the Party against whom the
enforcement of such waiver, modification, amendment, discharge or termination is
sought, and then only to the extent set forth in such instrument.
10.5 ADDlicable Law. This Agreement and the transactions contemplated
herein shall be governed by and construed in accordance with the laws of the .State of
California.
10.6 Captions. The captions in this Agreement are inserted for convenience of
reference only and in no way define, describe, or limit the scope or intent of this
Agreement or any of the provisions hereof.
10.7 Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, executors, administrators, legal
and personal representatives, successors, and assigns.
10.8 Waiver. Either party may at any time or times;at its election, waive any
of the conditions to its obligations hereunder, but any such waiver shall be effective only
if contained in a writing signed by such party. No waiver by a party of any breach of this
Agreement or of any warranty or representation hereunder by the other party shall be
deemed to be a waiver of any other breach by such other party (whether preceding or
succeeding and whether or not of the same or similar nature), and no acceptance of
payment or performance by a party after any breach by the other party shall be deemed to
be a waiver of any breach of this Agreement or of any representation or warranty
hereunder by such other party, whether or not the first party knows of such breach at the
time it accepts such payment or performance. No failure or delay by a party to exercise
Draft#6 18 Real Property Exchange Agreement
06.08.05
any right it may have by reason of the default of the other parry shall operate as a waiver
of default or modification of this Agreement or shall prevent the exercise of any right by
the first party while the other party continues to be so in default.
10.9 No Brokers. Grand Terrace and RCPC hereby represent to each other that
neither has discussed this Agreement or the subject matter thereof with any real estate
broker or salesman so as to create any legal rights in any such broker or salesman to
claim a real estate commission or similar fee with respect to the transfer or sale of either
the Grand Terrace Parcel South or the RCPC Parcel. Grand Terrace and RCPC each
agree to defend, indemnify and hold the other harmless from any and all claims for any
real estate commissions, leasing fees or similar fees arising out of or in any way relating
to the transfer or sale of either the Grand Terrace Parcel South or the RCPC Parcel based
on their respective acts.
10.10 No Assumption of Liabilities. Grand Terrace shall not assume any
existing liabilities, indebtedness, commitments or obligations of any nature whatsoever
(whether fixed or contingent) of RCPC in respect of the RCPC Parcel or otherwise,
except those expressly assumed herein. RCPC (or its designated affiliate) shall not
assume any existing liabilities, indebtedness, commitments or obligations of any nature
whatsoever (whether fixed or contingent) of Grand Terrace in respect of the Grand
Terrace Parcel South or otherwise, except those expressly assumed herein.
10.11 Taxes. Except for property taxes, each party shall bear its own taxes
which may arise out of the transactions contemplated by this Agreement. With respect to
property taxes, all such taxes shall be apportioned between the parties on a prorated basis
for the year in which the Grand Terrace Parcel South closing occurs, and for the year in
which the RCPC Parcel closing occurs, if applicable.
10.12 Specific Plan Amendment. Grand Terrace and RCPC each acknowledge
that if the Grand Terrace Grand Terrace Council approves the amendment to the Grand
Terrace's Specific Plan pursuant to Section 2.1 above, then the Grand Terrace Parcel will
revert back to being covered under the Grand Terrace's General Plan. Since there will be
no environmental impacts associated with this change, no Environmental Impact Report
will be required for the Grand Terrace Parcel.
10.13 Cooperation. Grand Terrace and RCPC agree to cooperate with each other
during the effectiveness of this Agreement. Such cooperation shall include working
together to timely achieve the Specific Plan amendment pursuant to Section 2.1 and the
Grand Terrace Parcel subdivision pursuant to Section 2.2. Additionally, Grand Terrace
and RCPC agree to promptly respond to all information requests (including CEC data
requests) and all other reasonable requests made in furtherance of this Agreement.
10.14 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Draft#6 19 Real Property Exchange Agreement
06.08.05
IN WITNESS WHEREOF, the Grand Terrace Community Redevelopment
Agency, a municipal corporation, has authorized the execution of this Real Estate
Exchange Agreement in duplicate by its City Manager and attested to by its City Clerk
under the authority of Resolution No. , adopted by the Council of the City of
Grand Terrace on the_th day of , 2005, and has
caused this Real Estate Exchange Agreement to be executed.
CITY OF GRAND TERRACE RIVERSIDE CANAL POWER CO.,
REDEVELOPMENT AGENCY, a a California corporation
municipal corporation
BY: BY:
MARYETTA FERRE. TOM KUNDE
Mayor Vice-President
ATTEST:
BY:
City Clerk
APPROVED AS TO FORM:
BY:
JOHN R. HARPER
City Attorney
APPROVED AS TO SUBSTANCE:
BY:
THOMAS J. SCHWAB
City Manager
Draft 46 20 Real Property Exchange Agreement
06.08.05
EXHIBIT A-1
Description of Grand Terrace Parcel
Draft#6 21 Real Property Exchange Agreement
06.08.05
EXHIBIT B-1
Description of RCPC Parcel
Draft#6 22 Real Property Exchange Agreement
06.08.05
EXHIBIT C-1
Description of Park Parcel
Draft 46 23 Real Property Exchange Agreement
06.08.05
SCHEDULE 1.1
Real Property Documentation Provided
Provided by RCPC to Grand Terrace:
Document Date Transmittal Method
Provided
"Easement and Covenant Agreement" dated April 1/12/05 Hand Delivery to G.
2, 1998 by and between Southern California Koontz
Edison Company and Riverside Canal Power
Company recorded April 2, 1998 as Instrument
No. 98-123458 of Official Records of San
Bernardino County, California(Document
includes Legal Description)
Preliminary Title Report for Riverside Canal 3/31/05 Hand Delivery to G.
Power Company(Parcel 1 [RCPC Parcel] and Koontz
Parcel 2 [Park Parcel])
ALTA/ACSM Land Title Survey for Parcels 1 and 6/09/05 Hand Delivery to T.
2 by KCT Consultants, Inc., dated June 1998 Schwab
Provided by Grand Terrace to RCPC:
Document Date Transmittal Method
I Provided
Grand Terrance internal file No. 905-5 Edison 4/28/05 File made available for
Property APN-1167-151-59 & 60 review by G. Koontz
Grand Terrace internal file No. 905-Q Edison 4/28/05 File made available for
Property APN's -1167-151-30, 49, 50, 51, 52 review by G. Koontz
Grand Terrace internal file No. 905-Q Edison 4/28/05 File made available for
Property APN's -1167-151-30, 49, 50, 51, 52 review by G. Koontz
Preliminary Report, Policy of Title Insurance 4/28/05 Report made available for
(Chicago Title Company), Order No. 42040386D- review by G. Koontz
K32, Re: 1167-151-18, 63, 64, 65 (dated 03-16-05)
Draft#6 24 Real Property Exchange Agreement
06.08.05
SCHEDULE 1.2
Environmental Documentation Provided
Provided by RCPC to Grand Terrace:
Document Date I Transmittal Method ..
Provided
"Phase I Environmental Site Assessment for EPTC 12/15/04 Express Mail to G.
Property at Former Highgrove Generating Station" Koontz
March 3, 2000
Prepared by ARCADIS Geraghty&Miller,Inc.
"Phase II Environmental Site Assessment 12/15/04 Express Mail to G.
Highgrove Generating Station" Koontz
March 1998
Prepared for Thermo Ecotek Corporation by
Golder Associates, Inc.
"Highgrove Generating Station Phase II 1/12/05 Hand Delivery to G.
Environmental Site Assessment" Koontz. ..
June 6, 1997
Prepared by Geraghty&Miller,Inc.
"RCRA Facility Assessment"for Riverside Canal 6/09/05 Hand-Delivery to T. .
Power Company Schwab ,
September,2001
Prepared by Golder Associates
I
Provided by Grand Terrace to RCPC:
Document Date Transmittal Method
Provided-
"Final Remediation Report, Station Fuel Oil 05/09/04 E-mail from Southern
Facilities, Highgrove Tank Farm California Edison
Decommissioning" Company
April,2001 ,
Prepared by Southern California Edison Company
Draft#6 25 Real Property Exchange Agreement
06.08.05
SCHEDULE 2.2
Proposed Grand Terrace Parcel Subdivision
(Map)
Draft#6 26 Real Property Exchange Agreement
06.08.05
SCHEDULE 4.7
Proposed Lot Line Adjustment
(Map)
Draft 46 27 Real Property Exchange Agreement
06.08.05
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REVISED
02re1/20a2 AY
e2/ttrl Dal AY ,
Parcel Yap No, 14E51, P.Y. 12b/19-SO Assessors Map cyrosr2oo3 AU
HroMI
Parcel Vop He. Isle, P.M. 1612 Pin. Sec.6, Sao. 5• Book 1167 Page 15 og1,jjjpaj(AV
DUNE 199d
cost Riftrside land company, B.B. 6/41 T.25., R.4W. -Son Bernardino county IIrTTrol AHr
This plat Is for your aid in locatlnc y':ur lend with
reference to streets and other parcels' It is not a
survey. While this plat is believed to be correct, the
Company assumes no liability for any loss occuring
by reason of reliance therec
CHICAGO TITLE INSUJ 3E COMPANY
EXHIBIT A-1,
Page 1 DESCRIPTION
Order No. 42040386D Description of Grand Terrace Parcel
THAT 1-ux-x.LU1V O tiuvistuvMENT LOTS 2 AND 3, SECTION TOWNSHIP 2 SOUTH, RANGE 4
WEST, SAN BE ARDINO MERIDIAN ACCORDING TO THE FFICIAL PLAT OF AID LAND,
DESCRIBED FOLLOWS:
BEGINN G ON THE EAST L OF SAID SECTIO 6 (SAID EAST LI BEING COMMON T THE
CENT . LINE OF THE SO HERN PACIFIC RA OAD RIGHT OF W AT A POINT 271 .75
F NORTH OF THE S HEAST CORNER 0 SAID SECTION 6 RUNNING THENCE OUTH 66'
WEST ALONG TH ORTHWESTERLY LI OF THE RIVERSID WATER COMPANY HT OF WAY
392.5 FEET;
THENCE SOUT STERLY ALONG A C VE CONCAVE TO T EAST WHOSE RAD S IS 287.9
FEET, 248. FEET;
THENCE S TH 160 25' WEST 3.3 FEET TO THE AST LINE OF THE . T. & S. F. R.
RIGHT WAY;
THEN NORTH 10 59' T ALONG SAID EAS LINE 440 FEET;
TH CE :NORTH 480 20' EAST 851.8 FEET SAID EAST LI OF SECTION 6;
ENCE SOUTH 00 1 WEST 226 FEET T THE POINT OF B INNING.
EXCEPTING THA PORTION CONVEYED 0 THE SOUTHERN ACIFIC RAILRO COMPANY, BY
DEED RECORD JUNE 23, 1896 BOOK 215, PAGE 81 OF DEEDS, RECORDED MA 20,
1899 IN B OK 238, PAGE 231 F DEEDS.
?ARC 2:
E WEST 15 FEET 0 LOTS 40 AND 41 SECTION 5, TOWN IP 2 SOUTH, GE 4 WEST,
• 3AN BERNARDINO M IDIAN, AS SHO BY MAP OF LANDS F EAST RIVERS E LAND
2OMPANY, AS PE PLAT RECORDED BOOK 6 OF MAPS, PAGE 44, RECO S OF SAID
�OUNTY.
PARCEL 3: /
PARCEL 3 AND PORTIONS OF PARCEL 2 AS SHOWN ON A CERTIFICATE OF COMPLIANCE
RECORDED AS DOCUMENT NO. 19970394085 AND AS SHOWN ALSO ON RECORD OF SURVEY NO.
98-0077 FILED IN BOOK 110 PAGES 84 THROUGH 87 OF RECORDS OF SURVEY'ALL IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE WEST LINE OF SAID PARCEL 2 OF SAID CERTIFICATE OF
COMPLIANCE SHOWN AS "NORTH 020 05' 21" EAST 1,273.20 FEET" ON SAID RECORD OF
SURVEY AND DISTANT THEREON SOUTH 020 05' 21" WEST 340.93 FEET FROM THE NORTHERLY •
TERMINUS THEREOF, SAID POINT BEING ALSO THE INTERSECTION OF SAID WEST LINE AND
THE WESTERLY PROLONGATION OF THE NORTH LINE OF PARCEL 1 OF SAID CERTIFICATE OF
COMPLIANCE AND SAID RECORD OF SURVEY SHOWN AS "NORTH 890 57' 43" WET 209.93 FEET"
THEREON;
THENCE ALONG SAID PROLONGATION AND SAID NORTH LINE SOUTH 890 57' 43" EAST 266 .45
FEET;
THENCE CONTINUING ALONG SAID NORTH LINE THE FOLLOWING COURSES: NORTH 000 02' 17"
EAST, 42.05 FEET; SOUTH 890 57' 43" EAST 439.66 FEET; SOUTH 000 02' 17" WEST
71.07 FEET TO THE NORTH LINE OF PICO STREET AS SHOWN ON SAID RECORD OF SURVEY;
THENCE ALONG SAID NORTH LINE OF PICO STREET SOUTH 890 52' 46" EAST 70.00 FEET TO
THE EAST LINE OF SAID PARCELS 2 AND 3 OF SAID CERTIFICATE OF COMPLIANCE;
THENCE LEAVING SAID NORTH LINE OF PICO STREET AND ALONG SAID EAST LINE OF
PARCELS 2 AND 3 THE FOLLOWING COURSES: NORTH 000 02' 17" EAST 141.01 FEET; NORTH
890 52' 46" WEST 118.00 FEET; NORTH 000 02' 17" EAST 1,017.69 FEET; SOUTH 89' 53'
EXHIBIT A-1
Page 2 DESCRIPTION Description of Grand Terrace Parc
Order No. 42040386D
18" EAST 118.00 FEET; NORTH 00° 02' 17" EAST 100.00 FEET; NORTH 890 53' 18" WEST
118.00 FEET; NORTH 000. '02' 177" EAST 46.07 FEET TO THE NORTHWESTERLY LINE OF SAID•-
PARCEL 3 OF SAID CERTIFICATE OF COMPLIANCE;
THENCE ALONG THE SAID NORTHWESTERLY AND WESTERLY LINES OF SAID PARCELS 2 AND 3
THE FOLLOWING COURSES: SOUTH 650 59' 20" WEST 354.73 FEET TO THE BEGINNING OF A
248.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 490 40' 36" AN ARC DISTANCE OF 215 .02 FEET; TANGENT TO SAID
CURVE SOUTH 160 18' 44" WEST 660.07 FEET AND SOUTH 021 05' 21" WEST 340..93 FEET
TO THE POINT OF BEGINNING.
THE ABOVE LEGAL DESCRIPTION IS PURSUANT TO LOT LINE ADJUSTMENT.RECORDED OCTOBER
1, 2002 AS INSTRUMENT NO. 519050 RECORDS OF THE SAID COUNTY.
EXCEPTING THEREFROM THE WESTERLY 15 FEET OF LOTS 40 AND 41 AS CONVEYED TO THE
SOUTHERN CALIFORNIA MOTOR ROAD COMPANY,. BY DEED RECORDED APRIL 25;- 1888 IN BOOK
73, PAGE 345 OF DEEDS.
A PORTION OF PARCE 2 AS SHOWN ON A CER FICATE OF COMPLIANCE CORDED AS
DOCUMENT NO. 199 394085 AND AS SHOWN LSO ON RECORD OF SUR Y NO. 98-0077. FILED
IN BOOK 110 PA S 84 THROUGH 87 OF CORDS OF SURVEY ALL THE OFFICE OF THE
::OUNTY RECOR R OF SAID COUNTY DE RIBED AS FOLLOWS:
BEGINNIN AT A POINT IN THE W T LINE OF SAID PARCE 2 OF SAID CERTIFICAT OF
]OMPLI CE SHOWN AS "NORTH 0 ° 05' 21 EAST 1,273. FEET" ON SAID RECO OF
3UR AND DISTANT THEREO SOUTH 02° 05' 21" WE 340.93 FEET FROM„TH NORTHERLY
rE INOUS THEREOF, SAID OINT BEING ALSO THE TERSECTION OF SAID.:W T LINE AND
E WESTERLY PROLONGAT ON OF THE NORTH LINE F PARCEL 1 OF SAID C TIFICATE 'OF
COMPLIANCE AND SAID CORD OF SURVEY SHO AS "NORTH 890 57' 43" WEST 209.93
FEET" THEREON;
THENCE ALONG SAI PROLONGATION SOUTH ° 57' 43" EAST 59.62 EET TO THE NORTHWEST
2ORNER OF SAID ARCEL 1;
THENCE ALONG HE EAST LINE OF SAI PARCEL 2, BEING ALSO HE WEST LINE OF 'SAID
PARCEL 1 T FOLLOWING COURSES:
30UTH 0° 27' 06" EAST 106. FEET;
30 890 58' 05" EAST 166.51 FEET; AND
30 H 000 02' 50" WEST 5_2 .20 FEET TO THE SO LINE OF SAID PARCEL
ENCE ALONG SAID SOU LINE NORTH 890 57' 245 .50 FEET TO THE ST LINE OF
SAID PARCEL 2;
THENCE ALONG SAID ST LINE OF SAID PAR L 2 NORTH 029 05' 21" EAST 648.69 FEET
rO THE POINT OF GINNING.
EXHIBIT B 1
0 6s> >
Description of RCPC Parcel �a
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Description:San Bernardino,CA Assessor Map 9167.15 Page: I of I
Order.,nORM1 Comment
EXHIBIT B-1 11328529
Description of RCPC Parcel -
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California,
County of SAN BERNARDINO, described as follows:
PARCEL 1 : FEE PARCEL
PARCEL 1 OF CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 28, 1997
AS INSTRUMENT NO. 97-394085 OF OFFICIAL RECORDS.
THOSE PORTIONS OF GOVERNMENT LOT 3 AND THE SOUTHEAST QUARTER OF
THE SOUTHEAST QUARTER OF SECTION 6, TOWNSHIP 2 SOUTH, RANGE 4
WEST, SAN BERNARDINO MERIDIAN, AS SHOWN ON THE UNITED STATES
GOVERNMENT SURVEY ON FILE IN THE OFFICE OF. THE BUREAU OF LAND
MANAGEMENT, SITUATED IN THE CITY OF GRAND TERRACE, COUNTY OF .
SAN BERNARDINO, ' STATE OF CALIFORNIA, BEING MORE PARTICULARLY
DESCRIBED .AS FOLLOWS :
COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID SECTION 6, SAID
POINT BEING THE INTERSECTION OF THE EASTERLY LINE_- OF TAYLOR
STREET (40 FEET WIDE) AND THE CENTERLINE OF MAIN •STREET (33
FEET HALF WIDTH) , AS SHOWN ON PARCEL MAP NO. 1810, FILED IN
BOOK 16, PAGE 2 OF PARCEL MAPS IN THE OFFICE OF SAID COUNTY
RECORDER; THENCE NORTHERLY ALONG SAID 'EASTERLY LINE OF SAID
SECTION, SAID LINE BEING THE EASTERLY LINE OF SAID TAYLOR
STREET AS SHOWN ON SAID PARCEL MAP, NORTH 00002 - 50.." EAST, .
1324 .87 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING
THE POINT OF INTERSECTION OF SAID EASTERLY LINES AND THE
CENTERLINE. OF PICO STREET (66 FEET WIDE) AS SHOWN ON' SAID
PARCEL MAP; THENCE LEAVING SAID SECTION LINE AT RIGHT ANGLES
FROM SAID SECTION LINE NORTH 89057 ' 10" WEST, 40 . 00 FEET TO A
POINT ON THE WESTERLY LINE OF SAID TAYLOR STREET; THENCE
SOUTHERLY ALONG SAID WESTERLY LINE OF TAYLOR STREET, BEING
PARALLEL WITH AND 40 FEET WESTERLY, MEASURED AT RIGHT ANGLES
FROM SAID EASTERLY LINE OF SAID SECTION 6, SOUTH 00-0215011
WEST, 991. 91 FEET; THENCE LEAVING SAID WESTERLY LINE OF TAYLOR
STREET NORTH 84047110" WEST 99 .44 FEET; THENCE NORTH 81150140"
WEST, 235. 87 FEET; THENCE NORTH 23030100" WEST, 54 .28 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A
RADIUS OF 600 .00 FEET; THENCE NORTHERLY ALONG SAID CURVE AN ARC
LENGTH OF 286.06 FEET THROUGH A CENTRAL ANGLE OF 27019100" ;
THENCE TANGENT TO SAID CURVE NORTH 03049100" EAST, 34 .36 FEET;
THENCE SOUTH 89057110" EAST, 4 .80 FEET; THENCE AT RIGHT ANGLES
NORTH 00002150" EAST, 542 .20 FEET; THENCE NORTH 89058' 05" WEST,
166.51 FEET; THENCE NORTH 00027106" EAST, 106 .14 FEET; THENCE
SOUTH 89057143" EAST, 209.93 FEET; THENCE AT RIGHT ANGLES NORTH
00002117" EAST, 42 . 05 FEET; THENCE AT RIGHT ANGLES SOUTH
89057143" EAST, 391 .66 FEET TO A POINT ON SAID EASTERLY LINE OF
SAID SECTION 6, SAID LINE BEING THE CENTERLINE OF SAID TAYLOR
-1-
EXHIBIT B-1
11328529
Description of RCPC Parcel
STREET (33 FEET HALF .WIDTH) AS 'SHOWN ON A. RECORD OF SURVEY FILED ti
IN BOOK 99, PAGE 32 OF RECORDS OF. SURVEY IN THE OFFICE OF SAID
COUNTY RECORDER; THENCE SOUTHERLY'ALONG SAID LAST MENTIONED
EASTERLY LINE AND SAID CENTERLINE OF TAYLOR , STREET, SOUTH
00002 '..17" WEST 103 .94 FEET TO SAID TRUE POINT OF BEGINNING.
PARCEL 9 CERTIFICATE- OF OMPLIANCE RECOR D OCTOBER 28, 1
.,�S INSTRUM T NO. 97=394085 F OFFICIAL RECO S .
THAT PORTION THE SOUTHEAST UARTER OF THE SO HEAST QUARTER
)F SECTION 6, WNSHIP 2 SOUTH, GE 4 -WEST, S BERNARDINO
:MERIDIAN, AS SHO ON. THE UNITED TATES GOVERNMENT URVEY ON
y LE IN THE OFFIC OF THE BUREAU 0 LAND MANAGEMENT,. SITUATED .
I THE CITY OF G TERRACE, COUNT OF SAN BERNARDI STATE.
DF ALIFORNIA, BEIN MORE PARTICULARL DESCRIBED AS. FO OWS:
" 70MME ING AT THE SOU TERLY CORNER SAID SECTION 6,. SAID
?OINT ING THE INTERSE ION OF THE EAST LY LINE OF.TAYLO
STREET ( 0 FEET WIDE) AND THE .CENTERLINE O MAIN STREET (33
?EET HALF IDTH) AS SHOWN PARCEL MAP NO. 1810, FILED .IN B. K
: 16, .. PAGE 2 F PARCEL MAPS THE OFFICE OF S D COUNTY RECORD.
)F SAID CO Y; THENCE NORTH LY ALONG SAID E TERLY LINE OF:
;AID SECTION, SAID LINE BEING HE EASTERLY .LINE OF' 'SAID TAYLOR
STREET AS SHO ON SAID PARCEL P, NORTH 00°02 ' It EAST,
t324 .87 FEET TO . POINT OF INTER CTION OF SAID TERLY LINES
THE CENTERLI OF PICO STREET 66 FEET WIDE) AS SHOWN ON
ID PARCEL MAP; T CE LEAVING SAI SECTION LINE AT IGHT
.%N ES FROM SAID SE ION LINE NORTH 057110" WEST, 4 00 FEET
CO -POINT ON THE WE. ERLY LINE OF SA TAYLOR STREET; HENCE
3OUT RLY ALONG SAID STERLY LINE OF ID TAYLOR STREET, BEING .'..?ARALL L WITH AND 40 FE T WESTERLY, MEAS ED AT RIGHT .ANG S,
FROM SA EASTERLY LINE SAID SECTION 6, SOUTH 00002 ' 50"
gEST; . 99 91 FEET TO THE UE POINT OF BEG ING; THENCE
HEAVING SA D WESTERLY LINE F SAID TAYLOR S EET, -NORTH
34047110" ST, 99 .44 FEET; ENCE NORTH 81°5 140-11 .WEST, 235.8
FEET; THENCE ORTH 23030100" ST, 54 .28 FEET THE BEGINNING
)F A TANGENT RVE CONCAVE EAS RLY HAVING A US OF 60.0 .00
FEET; THENCE NO THERLY...ALONG SAI CURVE AN ARC LE GTH OF 286 .06
FEET, THROUGH A- . TRAL ANGLE OF 701910011 ; THENCE TANGENT TO
ID CURVE NORTH -4910011 EAST, 3 36 FEET; THENCE ORTH . .
3 057110" WEST, 24 60 FEET TO A PO T ON THE EASTERL RIGHT OF
QA LINE OF THE BURL NGTON NORTHERN, TCHISON, TOPEKA ..SANTA
FE ILWAY (FORMERLY E .CALIFORNIA SO THERM RAILROAD); HENCE
;OUTH LY ALONG SAID TERLY RIGHT OF Y LINE SOUTH 02° 5'21"
4EST, 3 .56 FEET TO A INT OF INTERSEC ON WITH .THE EAS RLY
SINE OF TRACT OF LAND C EYED TO. THE C IFORNIA. SOUTHERN .
;RAILROAD Y DEED RECORDED BOOK 45, PAGE O -OF DEEDS. IN T
-2-
00
tRD f n �
,5•LAP IS FOR 111[ PORPOJC 1 Pin. U2 Fract'I. Sec.5, T.2tJ.4W. S.B.M. city of cotton -1167 - 15
A[O0.I0IA]AIIODORLr. Pin• Fractrl. Sec. 6, T.2S.,R.4W. S.B.M. y
Cit of Grand Terrace
Tax Raie Area
2009 16001
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rerrsnsslot L I
JAN 0 7 2005
REVISED
Parcel YDp No. 10851, P.Y. 128/19-50 02/07/2002 Ru
Assessor's 02/21/2002 RR
Parcel Yop H0, 1810, P,Y. 16/2 Map 03/0512003 RR
dUIIE 1996 . Sec.6, See. 5 Book 1167 Pc 0 15 aA/+l104 AI
East Riverside land.Company, M.B.118 6/fit T,2S., R.4W. San Bernardino County ii%i7�oiRuaR
IMPORTANT: This. Is not a plat or survey. It Is
Furnished as a convenience to locate the land
Indicated hereon with reference to streets and
other land. No liability Is assumed by reason of
reliance hereon.
Stewart Title Co.
EXHIBIT C-1
Description of Park Parcel 11328529
KASTER
'T hALV- W11J'X±i) Ab 6hUw UN A kh;WkU Ur' �UXVtX LJ?;1), PA 32, OF RECORDS OF SUR Y IN THE OFFICE OF SAT
ORDER; ENCE .SOUTHERLY ALONG%IDAST MENTIONED
INE AND' S D CENTERLINE OF TAREET, SOUTH
WEST 103 . 94 EET TO SAID TRUEOF R'RrTNWTWr,,
l
PARCEL 2 : FEE PARCEL
PARCEL 9 OF CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 28, 1997
AS INSTRUMENT NO. 97-394085 OF OFFICIAL RECORDS. "
THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER
OF' SECTION 6, TOWNSHIP 2 SOUTH, RANGE 4 WEST, SAN. BERNARDINO
MERIDIAN, AS SHOWN ON THE UNITED STATES GOVERNMENT SURVEY ON
FILE IN THE OFFICE OF THE BUREAU OF LAND MANAGEMENT, SITUATED
IN THE CITY OF GRAND TERRACE,, COUNTY OF SAN BERNARDINO, STATE
OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID SECTION 6, SAID
POINT BEING THE INTERSECTION OF THE EASTERLY LINE OF TAYLOR
STREET (40 FEET WIDE) AND THE CENTERLINE 'OF MAIN STREET (33
FEET HALF .WIDTH) AS SHOWN ON PARCEL MAP NO. 181.a, -FILED IN BOOK
16, PAGE 2 .OF PARCEL MAPS IN THE OFFICE OF SAID COUNTY RECORDER.
OF SAID COUNTY; THENCE ,NORTHERLY ALONG SAID EASTERLY LINE OF;
SAID SECTION, SAID LINE BEING THE EASTERLY LINE OF SAID TAYLOR
STREET AS SHOWN ON SAID PARCEL MAP;, NORTH 00°02150" EAST,
1324 .87 FEET TO A POINT OF INTERSECTION OF SAID EASTERLY LINES
AND THE CENTERLINE OF PICO STREET (66 FEET WIDE) AS SHOWN ON
SAID PARCEL MAP; THENCE LEAVING SAID SECTION LINE AT RIGHT
ANGLES FROM SAID SECTION LINE NORTH 89057110" WEST, 40. 00 FEET
TO A POINT ON THE WESTERLY LINE OF SAID TAYLOR STREET; THENCE
SOUTHERLY ALONG SAID WESTERLY LINE OF SAID TAYLOR STREET, BEING
PARALLEL WITH AND 40 FEET WESTERLY, MEASURED AT RIGHT ANGLES,
FROM SAID EASTERLY 'LINE OF SAID SECTION 6, SOUTH .00002150"
WEST., 991.91 FEET TO THE TRUE POINT OF BEGINNING; THENCE
LEAVING SAID WESTERLY 'LINE OF SAID TAYLOR STREET, NORTH
84047110" WEST, 99.44 FEET; THENCE NORTH 8105014011 WEST, 235.87
FEET; THENCE NORTH 23030 '.00" WEST, 54 .28 FEET TO THE BEGINNING
OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 600 . 00
FEET; THENCE NORTHERLY ALONG SAID CURVE AN ARC LENGTH OF 286 .06
FEET, THROUGH A CENTRAL ANGLE OF 2701910011 ; THENCE TANGENT TO
SAID CURVE NORTH 03049100" EAST, 34 .36 FEET; THENCE NORTH .
89057' 10". WEST, 240 .60 FEET TO A POINT ON THE EASTERLY RIGHT OF
WAY LINE OF THE BURLINGTON NORTHERN, 'ATCHISON, TOPEKA AND SANTA
FE RAILWAY (FORMERLY THE CALIFORNTA' SOUTHERN RAILROAD) ; THENCE
SOUTHERLY ALONG SAID EASTERLY RIGHT OF WAY LINE` SOUTH 02°05 '21"
WEST, 283 .56 FEET TO A POINT OF INTERSECTION WITH THE EASTERLY
LINE OF A TRACT OF LAND CONVEYED TO THE CALIFORNIA SOUTHERN
RAILROAD BY DEED RECORDED IN BOOK 45, PAGE 10 OF DEEDS IN THE
-2-
EXHIBIT C-1
11328529
Description of Park Parcel
v
OFFICE OF SAID COUNTY RECORDER; THENCE SOUTHERLY ALONG 'SAID
LAST MENTIONED EASTERLY LINE SOUTH 04°14 '23" EAST, 420.48, FEET
TO A POINT ON THE NORTHERLY LINE OF SAID MAIN STREET, (33 FEET
HALF WIDTH) , AS CONVEYED TO. THE COUNTY OF SAN. BERNARDINO BY
DEED RECORDED IN BOOK 111, PAGE 94 OF DEEDS IN THE OFFICE OF .
. -SAID COUNTY RECORDER; THENCE EASTERLY ALONG SAID .NORTHERLY LINE
OF MAIN STREET, SOUTH 89°43 ' 09" EAST, 494 .91 FEET TO •A POINT ON
THE WESTERLY LINE OF LAND CONVEYED TO THE EAST RIVERSIDE
IRRIGATION DISTRICT BY DEED RECORDED IN BOOK 174, PAGE 209 OF
DEEDS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE LEAVING
SAID NORTHERLY LINE OF MAIN STREET, NORTHERLY ALONG SAID
WESTERLY LINE NORTH 00002150" EAST. 99 .00 FEET- TO A POINT ON THE
NORTHERLY LINE OF SAID" LAND CONVEYED TO SAID EAST RIVERSIDE
IRRIGATION DISTRICT; THENCE EASTERLY ALONG SAID LAST MENTIONED
NORTHERLY LINE, SOUTH 89-43 - 09" EAST, 125 .'00 FEET TO A POINT ON
SAID WESTERLY LINE OF SAID TAYLOR STREET; THENCE NORTHERLY
ALONG SAID WESTERLY LINE OF SAID TAYLOR STREET NORTH 00002150"
EAST, 200 .80 FEET TO THE TRUE. POINT OF BEGINNING:
71 T T?'"T nT n nnT
rHE SEMENTS CREATED Y THAT CERTAIN E SEMENT AND COVEN T
OGRE ENT DATED APRIL 1998 AND RECORD APRIL 2, 1998 A
INSTR NT NO. 98-123458 OF OFFICIAL RECO S,_ BETWEEN SOUTH
CALIFO A EDISON COMPANY RIVERSIDE CAN POWER COMPANY,
CALIFORNI CORPORATION, OV THE FOLLOWING D CRIBED LAND:
PARCEL 2 OF ERTIFICATE OF CO LIANCE RECORDED CTOBER 28, 199'?
AS INSTRUMENT 0. 97-394085 OF FFICIAL RECORDS.
THOSE PORTIONS GOVERNMENT LOT AND THE SOUTHEAS QUARTER 0:?.
HE SOUTHEAST QU TER OF SECTION 6, TOWNSHIP 2 SOUTH, RANGE 4
ST, SAN BERNARDI BASE AND MERIDI , AS SHOWN ON T UNITED
ST TES GOVERNMENT S VEY ON 'FILE IN T OFFICE OF THE B EAU O'I
L MANAGEMENT, TOGE ER WITH A PORTI OF LOT 41 AS SH ON
rHE P OF THE LANDS 0 THE EAST RIVERSI LAND COMPANY F ED 'IN
BOOK 6, PAGE 44 OF MAPS THE OFFICE OF E COUNTY RECORDE 0.?
SAN BE DINO COUNTY, SI ATED_ IN THE CI OF GRAND TERRACE,
COUNTY OF SAN BERNARDINO, ATE OF CALIFORNI BEING MORE
PARTICULAR DESCRIBED AS FO OWS:-
COMMENCING AT THE SOUTHEASTERL CORNER OF SAID S TION 6, SAID
POINT BEING T INTERSECTION OF E EASTERLY LINE F TAYLOR
STREET (40 FEET IDE) AND THE CEN RLINE OF MAIN ST ET (33
EET HALF WIDTHY SHOWN ON PARCEL MAP NO. 1810 FIL IN BOOK
1 , PAGE 2 OF PARC MAPS IN THE OFF E OF SAID COUNT
RE RDER; THENCE NOR ERLY ALONG SAID ASTERLY LINE OF ID
SEC ON, SAID LINE BE G THE EASTERLY L E OF SAID TAYLO
STREE AS SHOWN ON SAI PARCEL MAP. NOR 00002 ' 50" EAST.
-3-
I
---- ----------------------
-- _- SOUTHERN PACIFIC RAILROAD _- --�— ---------------------------------------J
---------__---------SOUTHERN PACIFIC RAILROAD-
----------
TAYLOR STREET
I
� J I
\ REMAINDER CITY PARCEL I oF
--� PROPOSED CITY PARCEL /
\\i\ AREA- 7.9 ACRES Ia i `a AREA: 7.7 ACRES rl
l0
I 1
PROPOSED AES PARCEL
\ e AREA, 9.8 ACRES 1 W
10 I ____LROI`OflLECL PROPERTY LINE W
EXIST,PROPRRTy LINE __ ' to
TO REMAIN- r- -- z
\\ I I I 1 Q
\\ 1 I EXIST. AES PARK PARCEL 1 �
I I I EXIST. SO. CAL. EDISON PARCEL AREA- 6.6 ACRES
TO REMAIN I '
1 I AREA- 3.1 ACRES
13URLINGTON NORTHERN -—_ --——
& A:r..& S.F. RAICRUAD R/W -