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HomeMy WebLinkAboutCC 3 EQUES/BICY TRAIL 10-21-91R . P-4 A :� h CONSENT CALENDAR NO. 3 10`-21-91 rl I M ;�r-00m ,ATE: OCTOBER 21, 1991 TO: WILLIAM A. HUSTON, CITY MANAGER FROM: COMMUNITY DEVELOPMENT DEPARTMENT SUBJECT: EXECUTION OF EAST TUSTIN REGIONAL EQUESTRIAN/BICYCLE TRAIL AGREEMENT DOCUMENTS RECOMMENDATION Authorize the Mayor and City Clerk to execute the Regional Equestrian/Bicycle Trail Agreement documents. BACKGROUND/DISCUSSION The legal documents related to the Regional Equestrian/Bicycle Trail through Phases III and IV of East Tustin have been approved by the City Attorney's office and are ready for City Council approval. Attached is a complete set of these Agreement documents which includes the following: 1. County of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement. This document sets forth the terms under which The Irvine Company will dedicate property to the County of Orange which will be used as a riding, hiking and bicycle trail. The trail will be constructed by the City of Tustin through City Assessment District 86-2 after which the City will continue to maintain the landscaping while the County will be responsible for the actual trails. Construction under the terms of this agreement will take place in two phases, thus the reference to Section 1 and 2 of the trail. Since construction will be performed in stages and various easements and deeds will need to be recorded at separate times, all documents will be executed now, placed into escrow, and recorded per the terms of a set of escrow instructions which are referred to in Item 5 below. 2. Construction Easement Agreements. The Construction Easement Agreements for Sections 1 and 2 provide the City of Tustin with a temporary easement during construction for each section of the trail. 3. Maintenance Easement Agreements. The Maintenance Easement Agreements for Sections 1 and 2 provide the terms under which the City of Tustin will maintain all landscaped portions within the dedicated property. City Council Report Regional Equestrian/Bicycle Trails October 21, 1991 Page 2 4. Quitclaim Deeds. The quitclaim deeds to be executed by the City quitclaim to The Irvine Company all interests of the City under the Construction Easement Agreements. 5. Escrow Instruction Letter to FATCO. The Escrow Instruction Letter sets forth the procedures for the escrow holder to follow in recording the various easements and deed for both Section 1 and 2 of the trail. By use of an escrow and these escrow instructions, all the necessary documents can be executed now and held for recordation at the appropriate time. Once the documents are approved by the Council, executed by the Mayor and City Clerk, and signatures notarized, the documents would be forwarded to the County Board of Supervisors for their approval and execution. CONCLUSION It is recommended that the City Council approve the Regional Equestrian/Bicycle Trail Agreement Documents and authorize the Mayor and City Clerk to execute such documents. 2Z Daniel Fox Senior Planner DF:CAS:kbc\tra Hs.df Attachment: As noted Christie A. Shingleton Assistant City Manager COUNTY OF ORANGE REGIONAL RIDING AND HIKING TRAIL AND REGIONAL BICYCLE TRAIL AGREEMENT (TUSTIN RANCH) This County of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement (the "Agreement") by and between The Irvine Company, a Michigan corporation ("Company"), the County of Orange, a political subdivision of the State of California ("County"), and the City of Tustin, a Municipal Corporation ("City") is effective this day of 1991. RECITALS A. Company owns the real property located in the City of Tustin, County of Orange, State of California, which is shown and described on (i) Final Map 12870 in the City of Tustin, as shown on a map filed in Book 601, pages 1 through 20, inclusive, of Miscellaneous Maps in the Office of the Orange County Recorder; (ii) Final Map 13786 in the City of Tustin, as shown on a map filed in Book 673, pages 17 through 22, inclusive, of Miscellaneous Maps in the Office of the Orange County Recorder; (iii) Final Map 13627 in the City of Tustin, as shown on a map filed in Book 644, Pages 1 through 20, inclusive, of Miscellaneous Maps in the Office of the Orange County Recorder; and (iv) Final Map 13824 in the City of Tustin, as shown on a map filed in Book 673, pages 29 through 34, inclusive, of Miscellaneous Maps in the office of the Orange County Recorder (the "Property"). B. The conditions for both subdivisions require Company to provide for the construction of a riding, hiking and bicycle trail (the "Trail") through the Property consistent with the County Master Plan of Riding and Hiking Trails. C. The Trail will include an equestrian trail and a bicycle trail separated by landscaping with a landscaping buffer adjacent to the outer edge of both trails. D. City, through Assessment District 86-2, will construct the Trail and, after completion, will maintain the landscaping. E. County will accept ownership of the Trail after construction is complete and, except for the landscaping, will maintain the Trail. F. Construction of the Trail will occur in three phases: (1) first, that portion of the Trail contained within Final Maps 12870, 13786 and 13824 and referred to on attached Exhibit A as Section 1; (2) second, that portion of the Trail contained within Final Map 13627 and referred to on attached Exhibit A as Section 2; and (3) third, that portion of the Trail contained within Final Map 12870 and referred to on attached Exhibit A as 060791 -1- 188908-02' Section 3. G. Sections 1 and 2 of the Trail will be designed and constructed under the terms of this Agreement. Section 3 will be offered for dedication by the Company and accepted by County after completion of construction of Section 3. Section 3 will be constructed concurrently with a future trail to be constructed off-site of the Property east of Jamboree Road as shown on Exhibit A. H. The parties each desire to enter into this Agreement to provide for the design, construction, maintenance and operation of Sections 1 and 2 of the Trail subject to the terms and provisions of this Agreement. TERMS 1. Construction Plans. Company and City shall cooperate in the preparation of construction plans and specifications for the construction of the Trail (the "Construction Plans") which preparation shall be paid for by City. The Construction Plans must be approved by County and City prior to the initiation of construction of the Trail. Upon completion, the Construction Plans shall be submitted for review and approval to the (i) Director of the County Environmental Management Agency, and (ii) the City Director of Community Services. Approval shall be shown by signature on the Construction Plans and may be withheld only for good cause. Upon approval of the Construction Plans, reproduceable drawings shall be filed with County and City and by reference made a part of this Agreement. 2. Construction. City, through City Assessment District 86-2, shall construct Sections 1 and 2 of the Trail as shown on the approved Construction Plans. It is understood that the construction on Section 1 of the Trail will be initiated and completed prior to the initiation of construction on Section 2 of the Trail. Construction shall be performed only by a contractor fully licensed by the State of California for the type of work involved. City shall commence construction of the Trail as soon as reasonably possible following the date of County approval of the Construction Plans and in no event later than 150 days from the date of County approval and shall complete all work within 365 calendar days from the date of County approval. If City does not meet this construction schedule, Company or County may terminate this Agreement. 3. Construction Easement. After City has complied with its obligations under Paragraph 1 of this Agreement, Company shall grant a temporary construction 060791 -2- 188908-02'' - easement to City in the form of attached Exhibit B. Upon termination of the temporary construction easement, Company shall receive a quitclaim deed from City in the form of attached Exhibit C. 4. Inspection. During construction of the Trail, County shall assign a qualified inspector to the work whose function shall be to verify that construction is accomplished in a good and workmanlike manner, in accordance with the Construction Plans. City shall promptly notify County when Section 1 of the Trail has been completed and then again when Section 2 of the Trail has been completed. Following each notification, County shall immediately inspect the work performed. Immediately following such inspection, and completion of any necessary corrective work, City shall record a Notice of Completion for, and County shall receive Fee ownership of, the portion of the Trail completed. 5. Ownership and Maintenance of the Trail (Section 1). Upon recordation of the Notice of Completion for Section 1 of the Trail, City shall assume maintenance responsibilities for landscaping within Section 1 by recordation of a maintenance easement in the form of attached Exhibit D (the "Maintenance Easement Agreement"). Immediately following recordation of the Maintenance Easement Agreement, County shall accept ownership of Section 1 by recordation of a grant deed in the form of attached Exhibit E (the "Grant Deed") and assume all maintenance responsibility for the Trail, exclusive of the Maintenance Easement Agreement. 6. Ownership and Maintenance of the Trail (Section 2). Upon recordation of the Notice of Completion for Section 2 of the Trail, City shall assume maintenance responsibilities for landscaping within Section 2 by recordation of a maintenance easement in the form of attached Exhibit D (the "Maintenance Easement Agreement"). Immediately following recordation of the Maintenance Easement Agreement, County shall accept ownership of Section 2 by recordation of a grant deed in the form of attached Exhibit E (the "Grant Deed") and assume all maintenance responsibility for the Trail, exclusive of the Maintenance Easement Agreement. 7. Escrow. All easements, deeds, and any other documents relating to or referred to in this Agreement shall be prepared, executed, and delivered to First American Title Insurance Company ("FATCO") when this Agreement is signed by the parties. The executed documents will then be delivered to the appropriate party or recorded by FATCO under the terms of the Escrow Instructions in attached Exhibit F. 060791 -3- 188908-02 2. , 8. Indemnification. a. Indemnification by Comuan Company shall defend, indemnify and save harmless County and City and their respective officers and employees from any and all liens, lien claims, suits and actions of every name, kind and description brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by TIC under or in connection with any work, authority, duties, obligations or jurisdiction of TIC pursuant to this Agreement or rights reserved to TIC.. b. Indemnification by County. County agrees to indemnify and hold Company and City, and their respective officers and employees, free and harmless from any liability imposed for injury (as defined by Government Code Section 810.8) arising from the performance or failure of performance of any obligation of County, its officers or employees, under this Agreement. C. Indemnification by City. City agrees to indemnify and hold Company and County, and their respective officers and employees, free and harmless from any liability imposed for injury (as defined by Government Code Section 810.8) arising from the performance or failure of performance of any obligation of City, its officers or employees, under this Agreement. d. No Liability for Actions by Indemnitee. The parties acknowledge and agree that in no event shall Company, County or City be responsible to indemnify and hold free and harmless the other (the "Indemnitee") from any liability imposed for injury arising from the performance or failure of performance by the Indemnitee. 9. Miscellaneous. a. Entire Agreement. This Agreement, including exhibits, constitutes the entire agreement between the parties regarding the subject matter of the Agreement. No amendments or other modifications of this Agreement shall be binding unless executed in writing by all the parties, or their respective successors, assigns or grantees. b. Waiver. The failure of any party to enforce any term or 060791 -4- 188908-021 provision of this Agreement shall not constitute a waiver of the right to enforce the same term or provision, or any other term or provision at a later date. No waiver by any party of any such term or provision shall be deemed a waiver of any other provision, nor shall it constitute a continuing waiver unless otherwise expressly provided. C. Notices. Any notice required or desired to be given under this Agreement shall be personally served, or shall be sent by telegram or by certified or registered mail to the address shown below, until notice of a different address is given. Any notice by telegram shall be deemed to have been received on the date service is confirmed by the telephone company, any notice given by depositing it with the United States Postal Department as certified or registered mail, shall be deemed to have been received forty-eight (48) hours after deposit. Company: The Irvine Company 550 Newport Center"Drive Newport Beach, CA 92658 Attn: General Counsel, Land Development Companies Copy to: - Paone, Callahan, McHolm & Winton 19100 Von Karman, 8th Floor Newport Beach, CA 92713-9613 Attention: William Devine County: The County of Orange Harbors, Beaches and Parks Department 401 Civic Center Drive Santa Ana, CA 92702 Attention: Director city: The City of Tustin P.O. Box 3539 Tustin, California 92681-3539 Attention: City Engineer City Attorney: James G. Rourke 701 South Parker Street Suite 7000 Orange, CA 92668 060791 -5- 188908-02 d. Exhibits. This Agreement incorporates the following exhibits: Letter Designation i na ion Descri tion A Map of the Trail B Construction Easement Agreement C Quitclaim Deed D Maintenance Easement Agreement E Grant Deed e F Escrow Instructions 060791 -6- 188908-02 The parties executed this Agreement on the dates set forth opposite their signatures below. THE IRVINE COMPANY, a Michigan corporation By: z gd,C.t' p �'•,r Its: ✓', �� �.Q.h r, �: �. By TH.' Corporation By• Mayor By. City Clerk APPROVED A By• Jamesjt'ke, ity Attorney City of Tustin THE COUNTY OF ORANGE, CALIFORNIA, a political subdivision of the State of California By: C airman of the Board of Supervisors Attest: SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. By: .LINDA RUTH Clerk of the Board of Supervisors, County of Orange, California APPROVED AS TO FORM: ANDRUS ; COUNTY COUNSEL TERRY C � ORANGE COUNTY,.,CALIFORNIA By. 41 f5 UOhR.iset, De uty 060791 -8- 188908-0� STATE OF CALIFORNIA ) )ss. COUNTY OF ORANGE ) On this day of 19 before personally me, appeared LINDA RUTH, known to me to be the Clerk of the Board of Supervisors of the County of Orange and known to me to be the person who executed the within instrument on behalf of the County of Orange pursuant to Government Code Section 25103, and acknowledged to me that such political subdivision executed the same by use of an authorized facsimile signature. WITNESS my hand and official seal. (SEAL) Notary Public in and for said County and State By: ` Authorized Signature Position STATE OF CALIFORNIA COUNTY OF ORANGE On this day of , in the year 19 , the undersigned, a Notary Public in and for said State, personally appeared personally known to me (or proved to me*on the basis of satisfactory evidence) to be the person who executed the within instrument as the on behalf of The City of Tustin, the municipal corporation therein named, and acknowledged to that such City executed it. WITNESS my hand and official seal. Notary Pu lic in and for said County and State 060791 MM 188908-02'. STATE OF CALIFORNIA ) / ) s s . �, r/ 6 r= Jou- .S f . ,✓ COUNTY OF ORANGE ) On this day of , 19L, before me, the undersign , Notar Pu is in and for said Stat ersonally appeared an personally o n to e, or proved to a on the as s of satisfac- tory evidence, to be t e persons who ex cute th within instrument as - and on behalf of The Irvine Comp ny, Michigan corporation, tH-elclofporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors, and acknowledged to me that said corporation executed the same. OFFICIAL SEALI'. DIANE YOM* m NOTARY PUBLIC - CALIFOgNIA ORMIGE COUNTY �• My comm. exMres DW 2%1VW CWITN S Ir nd and official seal. (SEAL) of ry Plic n or said County a d St e 060791 -10- LOT 20 TRACT 12870 (MH) DEPICTION OF SECTION 1 THAT PORTION OF THE TRAIL CONTAINED WITHIN FINAL TRACT MAP 12870, 13824 AND 13786. DEPICTION OF SECTION 3 THAT PORTION OF THE TRAIL CONTAINED WITHIN FINAL TRACT MAP 12870 LOT 29 TRACT 12870 GOLF COURSE TRACT 13824 (MH) JAMBOREE ROAD LOT "A" OF TRACT 13824 LOT "YY" OF TRACT 12870 CHAMPION WAY TRACT 13786 (MH) r�40, /IV -A,—of LOT 'BBB" OF LOT 23 TRACT 12870 (CP) LOT "A"OF z TRACT 13786l 0 250 SW 1000 (asruNM IS TOMATO .REGIONAL RIDING AND HIKING TRAIL AND BICYCLE TRAIL - TUSTIN RANCH MAP OF THE TRAIL EXHIBIT A - TRAIL AGREEMENT _ ._ REGIONAL RIDING AND HIKING TRAIL AND BICYCLE TRAIL - TUSTIN RANCH - MAP OF THE TRAIL EXHIBIT A - TRAIL AGREEMENT PAGE 2 of 2 TRACT13627 (E) 2W sw vw LOT "OO" OF ORCHARD DRIVE TRACT 13627 (p Uk= 6 AiPRO MAM / DEPICTION OF SECTION 2 THAT PORTION OF THE TRAIL CONTAINED WITHIN FINAL TRACT 13627 LOT "G" OF TRACT 13627 (E) , LOT 13 t TRACT 13627 1 LOT "00" OF TRACT 13627 y 'as ♦ ` cy 9 QUO/ �♦ 20 LOT 12 TRACT 13627 (E) LOT "PP" OF LOT 22 TRACT 13627 (CP) LOT 7 b' TRACT 13627 (NIL) LOT 23 TRACT 1362' (ES) PIONEER ROAD Recording requested by and ) when recorded return to:* ) City of Tustin ) P.O. Box 3539 ) Tustin, CA 92681-3539 ) Attention: City Engineer ) FREE RECORDING (Space above for Recorder's use) GOVERNMENT CODE SECTION 6103 CONSTRUCTION EASEMENT AGREEMENT This Construction Easement Agreement (the "Agreement") is made as of 1991, by and between The Irvine Company, a Michigan corporation ("TIC"), and the City of Tustin, California, a municipal corporation ("Grantee"). RECITALS A. TIC is the fee owner of the real property located in the City of Tustin described in Exhibit 1 (the "Property"). B. TIC, Grantee, and the County of Orange ("County") have entered into the County of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement, dated , 1991 (the Tustin Trail Agreement") providing for the planning, construction, operation and maintenance of a regional riding and hiking trail and regional bicycle trail, including landscaping (the "Facilities") to be located within the portion of the Property referred to in the Tustin Trail Agreement as Section C. Under the terms of the Tustin Trail Agreement, the Grantee, by and through and on behalf of City of Tustin Assessment District 86-2, will construct the Facilities. It is understood and agreed by the parties hereto that each, every and all of the obligations of Grantee described herein, without exception, shall be solely the obligations of Grantee acting by, through, and on behalf of City of Tustin Assessment District 86-2. AGREEMENT For valuable consideration the parties agree as follows: EXHIBIT B TO EQUESTRIAN/BICYCLE TRAIL AGREEMENT 060791 -1- 188908-09 1. Grant of Easement. TIC grants to Grantee a nonexclusive, nontransferable easement in gross ("Easement") over, under and across that portion of the Property legally described in attached Exhibit 2 and depicted in attached Exhibit 3 (the "Easement Area") for the purpose of (i) constructing and installing the Facilities, (ii) vehicular and pedestrian ingress to and egress from the Easement Area, and (iii) the doing of such other things as are authorized or required to be done over the Easement Area or any portion thereof by Grantee pursuant to the other provisions of this Agreement. 2. Construction of Facilities. (a) TIC's Approval of Plans. As set forth in Section 1 above, Grantee shall construct the Facilities within the Easement Area. TIC has previously approved the plans and specifications ("Plans") for the construction of the Facilities. No further approvals from TIC are necessary unless the Plans are to be modified or amended. In such event, Grantee shall submit to TIC, for written approval, the proposed modification or amendment of the Plans ("Modification"). The written approval of TIC with respect to such Modification shall not be unreasonably withheld or delayed and shall be deemed given if written notice of approval or disapproval, specifying objections to same, is not given within fifteen (15) working days after receipt of the proposed Modification. The written approval by TIC may be in the form of TIC's initialing and returning to Grantee one copy of such Modification. If TIC shall disapprove of the Modification, both parties shall meet and agree upon such changes as shall be necessary to obtain the concurrence of both parties. After a mutually satisfactory Modification is agreed upon, no changes shall be made thereto without the prior written consent of TIC, obtained as provided in this paragraph. Subsequent to completion of the Facilities, no modifications or additions thereto shall be made by Grantee except in accordance with approved plans or modification thereto approved by TIC in the manner provided in this paragraph. (b) Standards for Construction. All construction to be performed pursuant to this Section 2 shall be in accordance with the following: (i) All construction shall be in accordance wit! all applicable requirements of all governmental authorities having jurisdiction and the provisions of the Tustin Trail Agreement. (ii) All construction shall be of first-class quality as to materials and workmanship and shall comply with the approved plans. (iii) All materials and equipment used in the construction work shall be stored or stockpiled solely on the Easement Area. 060791 -2- 188908-09 - (iv) TIC shall not have any responsibility whatsoever for the construction of any improvements as hereby permitted and required. All responsibility for the performance of such work and conformity of such work to the approved plans and to the requirements of all governmental authorities having jurisdiction shall rest solely with Grantee. (v) Grantee shall notify TIC in writing not less',, than five (5) business days prior to the date Grantee commences its work pursuant to this Section, and TIC shall have the right to post and maintain notices of nonresponsibility adjacent to the Easement Area in locations.which do not materially interfere with Grantee's work pursuant to this Section. Upon completion of the work, Grantee shall promptly record a notice of completion with the County Recorder of Orange County and shall pay all claims for labor and material which could become a lien upon the Easement Area. Grantee shall indemnify, defend and hold harmless TIC from and against any and all such liens, lien claims, damages, costs and expenses, including attorneys' fees and costs of defense, incurred by TIC arising out of or resulting from the work performed by Grantee pursuant to this Section. Payment shall not be a condition precedent to recovery under the foregoing indemnity. 3. Maintenance Obligations. (a) Maintenance and Repairs. During the term hereof, all maintenance and repairs, whether ordinary or extraordinary, capital or expense in nature, major or minor, of the Easement Area and of all improvements constructed or installed thereon by Grantee shall be performed by Grantee at its sole cost and expense. All maintenance and repairs shall be performed in such manner and at such intervals as shall be required at all times to maintain the Easement Area and such improvements in a first-class condition. Without limiting the generality of the foregoing, all rubbish, trash, garbage and other waste shall be regularly removed from the Easement Area by Grantee and shall not be allowed to accumulate thereon. No rubbish, trash, garbage, refuge, debris, equipment or materials of any kind shall be placed or abandoned by Grantee on the Easement Area. Grantee shall indemnify , defend and hold harmless TIC from and against any and all liens, lien claims, damages, costs and expenses, including attorneys' fees and.costs of defense, incurred by TIC arising out of or resulting from the work to be performed by Grantee pursuant hereto, including without limitation, the use of portions of TIC's property for access to the Easement Area. Payment shall not be a condition precedent to recovery under the foregoing indemnity. (b) Permits. Grantee shall obtain, a expense, all necessary permits and authorizations of nature from any and all governmental authorities wit concerning the use of the Easement Area by Grantee. its invitees, employees and agents shall comply with applicable governmental laws, regulations and rules t its own whatever h jurisdiction Grantee and all with respect 060791 -3- 188908-09 - to the use of the Easement Area. 4. Term. The term of the Easement and this Agreement shall be from the date of recordation of this Agreement to and until the first to occur of: (a) Completion of the Facilities under the terms of the Tustin Trail Agreement; (b) Termination of the Tustin Trail Agreement for any reason; (c) Use of the Easement for any purpose not expressly permitted herein where such unpermitted use is not cured within ten (10) days of written notice thereof from TIC; or (d) Twenty-four (24) months from the date of recordation of this Agreement unless extended by written notice of TIC. Upon termination of the Easement and this Agreement as provided above, Grantee shall promptly instruct First American Title Insurance Company ("FATCO") to record the executed quitclaim deed from Grantee to TIC which is being held by FATCO as provided by the terms of the Tustin Trail Agreement. 5. Insurance. Grantee shall, at all times during the term of this Agreement and prior to any entry upon the Easement Area, require that the contractor used by Grantee to construct the Facilities obtain and maintain a policy of comprehensive general liability insurance by the terms of which TIC is named as an additional insured and is indemnified against liability for damage or injury in an amount not less than Two Million Dollars ($2,000,000.00) combined single limit bodily injury and property damage liability per occurrence, or the actual limit of liability carried by such contractor, whichever is greater, for the operations of such contractor and its representatives on or about the Easement Area. Such liability insurance shall include automobile liability, personal injury, products/completed operations and broad -form property damage. Coverage shall be stated on the certificate or policy to be primary and any insurance carried by TIC is noncontributing with such policy or policies and shall include a requirement for thirty (30) days prior written notice to TIC in the event of cancellation or material change in coverage. 6. Indemnification. (a) Grantee shall defend, indemnify and save harmless TIC and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and description brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by Grantee under or in connection with any 060791 -4- 188908-09' work, authority, duties, obligations or jurisdiction of Grantee pursuant to this Agreement. (b) TIC shall defend, indemnify and save harmless Grantee and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and description brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by TIC under or in connection with any work, authority, duties, obligations or jurisdiction of TIC pursuant to this Agreement or rights reserved to TIC. 7. Miscellaneous. (a) Successors and Assigns. The provisions of this Agreement shall bind and inure to the benefit of all successors, the assigns of TIC and any permitted assigns of Grantee (collectively "assignee"). Any assignee of an interest hereunder shall automatically, as of the effective date of the assignment, (i) succeed to the rights herein granted and (ii) be deemed to have assumed the obligations hereunder. No such assignment shall be deemed to relieve Grantee of its obligations under this Agreement unless such release is in writing executed by both parties hereto. Upon the request of either party hereto, any assignee shall execute and acknowledge an instrument in recordable form providing for the assumption of the obligations of its assignor pursuant to this Agreement. (b) Notices. All notices or other communications provided for herein shall be in writing and shall be personally served or delivered by United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: If to Grantee: City of Tustin P.O. Box 3539 Tustin, California 92681-3539 Attn: City Engineer If to TIC: The Irvine Company 550 Newport Center Drive 8th Floor Newport Beach, CA 92660 Attn: General Counsel, Land Development Companies Either party may by notice to the other designate a different address for notices which shall be substituted for that specified above. Any notice given as provided in this paragraph shall be deemed to have been received, if personally served, as of the date and time of service or if deposited in the mail as provided above,. 48 hours after deposit in the mail. (c) No Rights in, Public. Nothing herein contained' 060791 -5- 188908-0$ shall be deemed to be a gift or dedication of any portion of the Easement Area to or for the general public, it being the intention of the parties hereto that this Agreement shall be strictly limited to and for the purposes herein expressed. (d) Attorneys' Fees. In the event at any time during the term of this Agreement either party hereto shall institute any action or proceeding, including any arbitration proceedings, against the other relating to the provisions of this Agreement or any default or alleged default hereunder, then the unsuccessful party in such action or proceeding shall reimburse the successful party therein for the reasonable costs (including court costs and attorneys' fees) incurred therein by such successful party. (e) No Waiver. No waiver of any default by Grantee shall be implied from any omission by TIC to take any action in respect to such default, if such default continues or is repeated. No express waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. A waiver of any default in the performance of any provision contained in this Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same provision or any other provision contained herein. The consent or approval of TIC to or of any act or request by Grantee requiring consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar or actual request. (f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (g) Entire Agreement. This document, including the Exhibits and the Tustin Trail Agreement, to which a copy of the form of this Easement Agreement is attached as Exhibit B, contains the entire agVeement between the parties relating to the rights granted herein and the obligations herein assumed. Any oral representations or modifications concerning this document shall be of no force and effect except a subsequent modification in writing, signed by the party to be charged. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. THE IRVINE COMPANY a Michigan corporation By• Title: By. Title: 060791 The City of Tustin, a municipal corporation By: Title: By: Title: City Clerk APPROVED AS TO FORM: James G. Rourke City Attorney City of Tustin -7- 188908-09' - STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On this day of in the year 19 the undersigned, a Notary Public in and for said State, personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as the and respectively, on behalf of The Irvine Company, the corporation therein named, and acknowledged to me that such corporation executed it. WITNESS my hand and official seal. Notary Public in and for said County and State STATE OF CALIFORNIA ) COUNTY OF ORANGE ) On this day of in the year 19 the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as the , on behalf of The City of Tustin, the municipal corporation therein named, and acknowledged to me that such City executed it. WITNESS my hand and official seal. Notary Public in and for said County and State 060791 -8- 188908-09' EXHIBIT 1 THE PROPERTY 060791 188908-09 EXHIBIT 2 LEGAL DESCRIPTION OF THE EASEMENT AREA 060791 188908-09 Ri 060791 EXHIBIT 3 MAP OF THE EASEMENT AREA RECORDING REOUESTED BY ANO WNEN RECORDED MAIL THIS AND. UNLESS OTNEJI WISE SNOWN SEI.OW. MAIL TAX -.ATEMENTS TO: N.Ma rGeneral Counsel Land Development Companies C„Ta The Irvine Company a'=„ 550 Newport Center Drive LNewport Beach, CA 92656 —� Title Order No. Escrow No. SPACE ABOVE THIS LINE FOR RECORDER'S USE Quitclaim Deed The undersigned declares that the documentary transfer tax is S 0.X030 .... - - • - • • • • - • • - - • - - • • - • - • • • ...... • • - • " " ...... • - - ..... and is ❑ computed on the full value of the interest or property conveyed, or is computed on the full value less the value of liens or encumbrances remaining thereon at the time of sale. The land, tenements or realty is located in ] city of .......Tustin ................................................ ❑ unincorporated area FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF TUSTIN , a Municipal Corporation does . hereby remise, release and forever quitclaim to THE IRVINE COMPANY, a Michigan Corporation the following described real property in the City of Tustin county of Orange state of California: See Attached Dated STATE OF CALIFORNIA SS COUNTY OF On this the day of 19 —before me, the undersigned, a Notary Public in and for said County and State, personally appeared Pers,;.-jalty known to me or proved to me on the basis of satisfactory uvidenoe to be the person whose name subscribed to the within instrurnent and acknowledged that executed the same. Signature of Notary FOR NOTARY SEAL OR STAMP MAIL TAX STATEMENTS TO PARTY SHOWN ON FOLLOWING LINE; IF NO PARTY 51J bMUWN. MAIL A.7 k ------- Name -- .•--Name Street Address City 3 State SAFECO Stock No. CAL -0011A (Rev. 12-83) EXHIBIT C Recording requested by and ) when recorded return to: ) City of Tustin ) P.O. Box 3539 Tustin, CA 92681-3539 ) Attn: City Engineer ) FREE RECORDING (Space above for Recorder's use) GOVERNMENT CODE SECTION 6103 MAINTENANCE EASEMENT AGREEMENT This Maintenance Easement Agreement (the "Agreement") is made as of , 19911 by and between The Irvine Company, a Michigan corporation ("TIC"), and the City of Tustin, California, a municipal corporation ("Grantee"). RECITALS A. TIC is the fee owner of the real property located in the City of Tustin, described in attached Exhibit 1 (the "Property"). B. TIC, Grantee, and the County of Orange ("County") have entered into the County of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement, dated 1991 (the "Tustin Trail Agreement") providing for the planning, construction, operation and maintenance of a regional riding and hiking trail and regional bicycle trail, including landscaping, (the "Facilities") which will be located on the portion of the Property referred to in the Tustin Trail Agreement as Section C. Under the terms of the Tustin Trail Agreement, the Grantee will have maintenance responsibility for all landscaped portions of the Facilities (which excludes the trail) as described in attached Exhibit 2 and depicted on attached Exhibit 3 (the "Easement Area"). AGREEMENT For valuable consideration the parties agree as follows: 1. Grant of Easement. TIC grants to Grantee a nonexclusive easement in gross ("Easement") on, over, under, across and along the Easement Area for the purposes of repairing, replacing and maintaining the landscaping and the necessary access, ingress and egress incident thereto. 2. Term. The term of the Easement and this Agreement shall be from the date of recordation of this Agreement to and until it is terminated, at the option of TIC, upon the occurrence' of any of the following: EXHIBIT D TO EQUESTRIAN/BICYCLE TRAIL AGREEMENT 188908-1� 060791 -l- (a) Use of the Easement for any purpose not expressly permitted herein where such unpermitted use is not cured within 10 days of written notice thereof; or (b) Failure of Grantee to comply with any of the terms of this Agreement where such failure is not cured within 10 days of written notice thereof; or ( c ) Cessation of the use of the Easement for a period of 12 consecutive months, unless written notice is given to TIC prior to the termination of such period, of the reason for such suspension of use and of an intention to resume such use. Upon termination of the Easement and this Agreement as provided above, Grantee shall promptly execute and deliver to TIC, in recordable form, such quitclaims or releases as may be necessary or desirable to confirm or effect such termination and to relinquish any rights or claim of Grantee to the Easement Area or any improvement thereon, except as specifically agreed otherwise by TIC and Grantee in writing. 3. Nonliabilit (a) Liens. Grantee shall not suffer or permit to be enforced against the Easement Area, or any part thereof, any - mechanics, laborers,`materialmen's, contractors, subcontractors, or any other liens arising from or any claims for damages growing out of any work of construction or improvement as in this Agreement provided, or any other claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of said liens, claims and demands before any action is brought to enforce the same against the Easement Area; and Grantee hereby indemnifies and agrees to hold TIC and the Easement Area free and harmless from all liability for any and all such liens, claims and demands, together with all costs and expenses, including, but not limited to, attorneys' fees and court costs incurred by TIC in connection therewith; and TIC shall have the right at any time and from time to time to post and maintain on the Easement Area, or any part thereof, such Notices of Nonresponsibility as desired by TIC or as may be provided by law. Notwithstanding anything to the contrary contained in this paragraph, if Grantee shall in good faith contest the validity of any such lien, claim or demand, then Grantee shall, at its expense, defend itself and TIC against the same and shall pay and satisfy any adverse judgment that may be rendered thereon before the enforcement thereof against Grantee or the Easement Area, and if TIC shall require, Grantee shall furnish to TIC a surety bond satisfactory to TIC in an amount equal to such contested lien, claim or demand 'indemnifying TIC against liability for same, or if TIC shall request, Grantee shall procure and record the bond provided for in the Civil Code of the State of California, or any comparable statute hereafter enacted providing for a bond freeing the Easement Area from the effect of such lien or claim or action thereon. 060791 -2- 188908-10' ........... (b) Indemnification. Grantee hereby waives on its behalf all claims and demands against TIC and its directors, officers, employees, agents and representatives (the "Indemnitees"), and each of them, for any loss, damage, injury or claim of any kind or character to any person (including death) or property arising from or caused yl)onetherEasementeArea,ment o(ii) maintenance by Grantee of landscaping ntAor use of the Easement Area by Grantee, and/or (iii) performance nonperformance by Grantee of its obligations under this and hold harmless Agreement. Grantee agrees to indemnify, defend the Indemnitees and each of them and its and their property from all loss, liability, damages, costs and expenses (including attorneys' fees) arising from or resulting from willful acts or negligent acts or omissions of Grantee, its officers, agents or employees in connection with (iv) repair, replacement or maintenance by Grantee of landscaping on the Easement Area, (v) the use of the Easement Area, and/or (vi) performance or non- performance by Grantee of its obligations under this Agreement. The foregoing indemnity shall not require payment as a condition precedent. For purposes of this Section 3, Grantee shall mean Grantee,'its invitees, employees, agents or any other person claiming under Grantee. 4. Insurance. Grantee shall, at all times during the term of this Agreement and prior to any entry upon the Easement Area, require that any contractor used by Grantee to repair, replace or maintain the landscaping maintain a policy of comprehensive general liability insurance by the terms of which TIC is named as an additional insured and is indemnified against liability for damage or injury in an amount not less than One Million Dollaer� ($1,000,000.00) combined single limit bodily injury and property damage liability per occurrence, or the actual limitof carried by such contractor, whichever is greater, for operations of such contractor under this Agreement and the acts of such contractor and its representatives on or about t Easement Area. Such liability insurance shall include automobile liability, personal injury, products/completed operations a broad -form property damage. Coverage shall be stated on the certificate or policy to be primary and any insurance carried by TIC is noncontributing with such policy or policies and shall include a requirement for thirty (30) days prior written no tice to TIC in the event of cancellation or material change in coverage. 5. Maintenance Obligations. (a) Maintenance, Replacement and Repairs. Grantee shall perform, or cause to be performed, at its expenwhether er all maintenance, replacement and repairs of landscaping, - ordinary or extraordinary, capital or expense in nature, major or minor, in the Easement Area. Grantee shall inform TIC or its.. 060791 -3- 188908-10' Grantee's successor in interest of G regular maintenance schedule and any variations from such schedule. All of Grantee's rubbish, trash, garbage and other waste shall be regularly removed from the Easement Area by Grantee and shall not be allowed to accumulate thereon. Grantee shall defend, indemnify and save harmless TIC and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and description brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by Grantee under or in connection with any work, authority, duties, obligations or jurisdiction of Grantee pursuant to this Agreement. TIC shall defend, indemnify and save harmless Grantee and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and descrip- tion brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by TIC under or in connection with any work, authority, duties, obligations or jurisdiction of TIC pursuant to this Agreement or rights reserved to TIC. (b) Quality of Maintenance and Repairs. All maintenance and repairs shall be performed in such manner and at such intervals as shall be required to maintain the landscaping in the Easement Area in a condition consistent with surrounding community standards. (c) Permits. Grantee shall obtain, at its own expense, all necessary permits and authorizations of whatever nature from any and all governmental authorities with jurisdic- tion concerning the use of the Easement Area by Grantee. Grantee and its invitees, contractors, employees and agents shall comply with all applicable governmental laws, regulations and rules with respect to the use of the Easement Area. 6. Restoration. In making any excavation on, or otherwise disturbing the Easement Area, the Grantee shall make the same in such a manner as will cause the least injury to the Easement Area, and shall replace the earth so removed by it and restore the surface of the ground and the Easement Area to the same condition -as it was prior to such excavation or other activity. 7. Miscellaneous. (a) Acceptance and Recordation. Grantee agrees, by acceptance and recordation of this Agreement, that the terms and conditions herein set forth shall be binding upon and inure to the benefit of Grantee. L (b) Attorneys' Fees. In the event at any time _. during the term of this Agreement either party hereto shall institute any action or proceeding, including any arbitration 060791 -4- 188908-10 proceedings, against the other relating to the ault herprovisions oftthis greement or any default or alleged de he unuccessful party in such action Orproceeding shall reimburse the successful party therein for the reasonable lnossts(including court costs and attorneys fees) incurred there y s uch successful party. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (d) Notices. All notices or other communications provided for herein shall be in writing and shall be personally served or delivered by United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: If to Grantee: City of Tustin P.O. Box 3539 Tustin, California 92681-3539 Attn: City Engineer If to The Irvine Company: The Irvine Company 550 Newport Center Drive _ 8th Floor Newport Beach, CA 92660 Attn: General Counsel, Land Development Companies Either party may by notice to the other designate a different address for notices which shall be substituted for that specified aragrll above. Any notice given as provided in thised aas ofathebe deemed to have been received, if personally srve date and time of service or if deposited in the mail as provided above, 48 hours after deposit in the mail. (e) No Waiver. No waiver of any default by Grantee shall be implied from any omission by TIC to take any action in respect to such default, if such ultashallcontinues any is repeated. No express waiver of any defa default or cover any period of time other than the default and period of time specified in such express waiver. A waiver of any default in the performance of any provisioncontaineny sub this t Agreement shall not be deemed thebe a samewaiver provision or any other default in the performance provision contained herein. The consent or approval of TIC to or of any act or request by Grantee requiring consent or approvat or shall not be deemed to waive or render unnecessary the consenapproval to or of any subsequent similar or actual request. (f) Successors and Assigns h• benefThe pitoofsalls this Agreement shall bind and inure to t e successors and assigns of TIC and any permitted assigns of 188908-1t 060791 -5 of - Grantee (collectively "assignee"). Any assignee of an interest hereunder shall automatically, as of the effective date of the assignment, (i) succeed to the rights herein granted and (ii) be deemed to have assumed the obligations hereunder. No such assignment shall be deemed to relieve Grantee of its obligations under this Agreement unless such release is in writing executed by both parties hereto. Upon the request of either .party hereto, any assignee shall execute and acknowledge an instrument in recordable form providing for the assumption of the obligations of its assignor pursuant to this Agreement. (g) Third Party Beneficiary. County is a third party beneficiary of the rights and obligations of TIC hereunder and may enforce all of the provisions of this Easement Agreement against Grantee and enjoy all of the rights of TIC, in the place of TIC regardless of whether such right is specifically given to County elsewhere herein. The parties intend to create contrac- tual privity between County and Grantee by virtue of this provision of this Easement Agreement. (h) Entire Agreement. This document, including the Exhibits and the Tustin Trail Agreement, to which a copy of the form of this Easement Agreement -is attached as Exhibit D, contains the entire agreement between the parties relating to the rights granted herein and the obligations herein assumed. Any oral representations or modifications concerning this document - shall be of no force and effect except a subsequent modification in writing, signed by the party to be charged. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. THE IRVINE COMPANY, THE CITY OF TUSTIN, CALIFORNIA, a Michigan corporation a municipal corporation By. Name: Title: Vice President By. Name• Title: ATTEST: By: APPROVED AS TO FORM Title: Assistant Secretary James G. Rourke City Attorney City of Tustin 060791 -6- 188908-10 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On this day of , in the year 19 , the undersigned, a Notary Public in ana for said State, personally appeared and ' personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as the and respectively, on behalf of The Irvine Company, the corporation therein named, and acknowledged to me that such corporation executed it. WITNESS my hand and official seal. (SEAL) Notary Public in and for said County and State STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On this day of , in the year 19 the undersigned, a Notary Public in and for said State, personally appeared ,,,personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as the on behalf of The City of Tustin, the municipal corporation therein named, and acknowledged to me that such City executed it. WITNESS my hand and official seal. (SEAL) Notary Public in and for said County and State 060791 -7- 188908-101, EXHIBIT 1 THE PROPERTY 060791 188908-10 EXHIBIT 2 LEGAL DESCRIPTION OF THE EASEMENT AREA 060791 188908-10 060791 EXHIBIT 3 MAP OF THE EASEMENT AREA Recording requested by and ) when recorded mail to: ) The County of Orange ) Clerk of the Board ) 10 Civic Center Plaza ) P.O. Box 687 ) Santa Ana, CA 92702 ) I (Space above for Recorder's use) FREE RECORDING City of Tustin GOVERNMENT CODE SECTION 6103 AP Number: Project Number: Project: GRANT DEED The Irvine Company, a Michigan corporation ("Grantor"), grants to the County of Orange, a political subdivision of the State of California ("County"), the real property in the City of Tustin, County of Orange, California, depicted on attached Exhibit 1, legally described on attached Exhibit 2 (the "Property") and sometimes referred to as Section . 1. COVENANT OF TITLE. Grantor covenants that the Property is, and shall remain free and clear of all liens, encumbrances, assessments, easements, leases (recorded and unrecorded), and taxes except: a. Any installment of general and special County of Orange and City of Tustin taxes, if any, allocable to a period subsequent to the time title is vested in or actual possession or physical possession is taken by County, whichever first occurs, and all taxes subsequent thereto. EXHIBIT E TO EQUESTRIAN/BICYCLE TRAIL AGREEMENT 188908-08 060791 -1- (However, Grantor shall remain liable for payment of any taxes allocable to the period prior to the time title is vested in or actual possession or physical possession is taken by County, whichever first occurs, pursuant to the provisions of Sections 5084 and 5086, California Revenue and Taxation Code, as amended;'and Grantor shall pay any such taxes, whether delinquent or not, together with penalties and interest thereon, and delinquent or non - delinquent assessments or bonds and any interest thereon prior to recordation of this Grant Deed.) b. The exceptions to title set forth on Exhibit 3, the Preliminary Title Report dated June 10, 1991, and issued by First American Title Insurance Company ("FATCO") under its Order Number 1582715. C. The maintenance easement to be conveyed by Grantor to the City of Tustin pursuant to the terms of the County of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement dated 1991• d. A reservation to Grantor, including the right to convey in whole or in part, of (collectively, the "Reservations"): 060791 -2- 188908-08 (1) Any and all oil, oil rights, minerals, mineral rights, natural gas rights, and other hydrocarbons by whatsoever name known, geothermal steam and all products derived from any of the foregoing, that may be within or under the Property, together with the perpetual right of drilling, mining, exploring, storing in and removing and operating therefor and 9 r the same from the Property op y or any other land, stock or directionally to whipstock including the right p drill and mine from lands other than the Property, oil or gas wells, tunnels and shafts into, through or across the subsurface of the Property and to bottom such whipstocked or directionally drilled - wells, tunnels, and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair, deepen, and operate any such wells or mines; provided that the reservation does not include the right to drill, mine, store, explore, or operate through the surface or the upper 500 feet of the subsurface of the Property; (2) Any and all water, solar -heated water, reclaimed water, water rights, or interests therein, whether surface or subsurface, appurtenant or relating to the Property or owned or used by Grantor in connection with the Property, together with the 060791 -3- 188908-08 -ht to explore, drill, redrill, and remove such right p 9 water from the Property, store such water in the groundwater basin underlying the Property by percolating, spreading, or injecting water into such basin from locations on lands lying outside of the Property, and the right to extract, inject, P percolate, and spread said water by means of wells, dams, and other structures and facilities from locations on lands lying outside of the Property; provided, however, that Grantor shall not, without prior written approval of County, have any right to enter upon or use the surface of the Property in the exercise of these rights; (3) Nonexclusive easements over the Property for the construction, installation, maintenance, and use of electric, gas, telephone, cable television, water, flood control, sewer, and drainage facilities, so long as the construction and installation of such utilities or facilities does not unreasonably interfere with the County's use and enjoyment of the.Property as a regional equestrian/bicycle trail. Use of this reservation (3) is subject to the reasonable approval of County. County shall promptly act upon request for such approvals if 060791 -4- 188908-08 Grantor, prior to any activity within the Property, has consulted with County as to the required activities and, if those activities involve construction and/or maintenance of facilities, has prepared and submitted to County reasonably detailed construction or maintenance plans. To the extent reasonably and economically practicable, Grantor will cooperate with County to consolidate the facilities described in this Paragraph ld(3). e. Discrepancies, conflicts of boundary lines, adverse claims, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. Grantor shall provide to County an ALTA policy of title insurance with Regional Exceptions (Standard Coverage) issued as of the date of recordation of this Grant Deed in the amount of $15,000.00, insuring County that fee titl'e to the Property is vested in Grantor subject to this Grant Deed with a special indorsement insuring the validity and priority of this Grant Deed. 2. COVENANTS RUNNING WITH THE LAND. The conveyance of the Property from Grantor to County shall be subject to the covenants set forth in this paragraph (the "Covenants"). The Covenants are for the purpose of assuring the orderly and 060791 -5- 188908-08 harmonious development and operation of improvements on the Property and the protection of the value, desirability, and attractiveness of Grantor's nearby property on Lot of Tract (the "Benefitted Property", also referred to as the "Dominant Tenement"). The Covenants shall become effective on the date Grantor executes this Grant Deed (the "Signing Date"), run with and burden the Property, and bind County and any person or entity which acquires any right, title, or interest in or to all or any portion of the Property ("Property Interest Holder"). Every Property Interest Holder shall be bound absolutely to every provision of this Grant Deed, whether or not this Grant Deed is referred to in the instrument by which the Property Interest Holder acquires an interest in the Property. The Covenants shall also constitute equitable servitudes upon the Property, as servient tenement, for the benefit of the Dominant Tenement. The Covenants shall run in favor of the Dominant Tenant but will be enforceable only by Grantor or a Successor as defined in Paragraph 10 below. The Covenants are: a. Covenant 1: Use of the Property. County shall maintain and use the Property solely for "Regional Riding and Hiking Trail and Regional Bicycle Trail Purposes". "Regional Riding and Hiking Trail and Regional Bicycle 060791 -6- 188908-08 Trail Purposes" include all uses authorized for such trails under applicable ordinances. Further, Regional Riding and Hiking Trail and Regional Bicycle Trail Purposes must be compatible with the natural environment and the existing and proposed development adjoining the Property. b. Covenant 2: Trail Maintenance. County shall maintain and operate the Regional Riding and Hiking Trail and Regional Bicycle Trail on the Property in a manner consistent with existing regional standards for regional riding and hiking trails and regional bicycle trails. 3. MATTERS RELATED TO COVENANTS. a. Amendment. The Covenants may be amended by mutual agreement of Grantor and County. Any amendment must be recorded in the Recorder's Office, County of Orange, California. b. Term of Covenants. Unless (i) terminated pursuant to this Grant Deed or (ii) Grantor records a declaration terminating the Covenants, the Covenants shall be binding absolutely and perpetually on County and any Property Interest Holders. C. Default and Remedies. If County breaches, violates, or 060791 -7- 188908-08' otherwise fails to comply with the Covenants (collectively, a "County Breach"), Grantor shall have the following remedies which, except as expressly provided, shall be non-exclusive: 060791 i Power of Termination. Upon a County Breach of Covenants 1 or 2 above, Grantor may terminate County's fee simple interest in any or all legally subdivided lots, within the Property and cause that interest to revert to Grantor. This power of termination is not available as a remedy for a County Breach of any other provision of this Deed. Because this power of termination may become subject to Chapter 5, Title 5, Part 2, Division 2 of the California Civil Code (or similar or subsequent laws) providing for the expiration of ancient powers of termination, Grantor may do any act necessary or beneficial to preserving this power of termination, including the recording of notices and instruments. If Grantor requests, County shall sign and, where required, acknowledge further written extensions or waivers of any law, including applicable statutes of limitation, the expiration of ancient powers of providing for termination. (ii) Equitable R elief. Because of the unique nature and 8 188908-08 scope of Grantor's development of the Benefitted Property and the substantial amount of planning, effort, expense, and time expended by Grantor in reliance upon the anticipated use of the Benefitted Property, monetary damages will not provide an adequate remedy for the damage to Grantor's planning annin efforts and/or development resulting from a County Breach. Therefore, if a County Breach of any Covenant occurs which is not cured within thirty (30) days after written notice from Grantor to do so (or, if the County Breach cannot be fully cured within such thirty (30) day period, then upon failure of County to commence such cure within such period and thereafter to diligently complete such cure to Grantor's reasonable satisfaction), then Grantor shall be entitled to specific performance of the Covenants and to any other form of legal or equitable relief available to Grantor except monetary damages. Electing either of the above forms of relief shall not deprive Grantor from pursuing any other available legal or equitable remedies, other than monetary relief, for a County Breach. d. Waiver. Neither a waiver by Grantor of a County Breach nor a delay or failure to enforce any of the Covenants _9- 188908-08 060791 shall: (1) Be a waiver of any earlier or later County Breach of the same or any other provision of the Covenants; or (ii) Be implied from any inaction or omission of Grantor. Notwithstanding any other provision of law, all waivers must be express and in writing. An express waiver shall not affect a County Breach other than as specified in the express waiver. If Grantor is required to and does approve any act by County, that approval shall not waive or render unnecessary Grantor's approval of any subsequent similar acts. 4. CONDITION OF PROPERTY. County shall accept the Property on an as is" basis, in the condition that exists on the date of recordation of the Notice of Completion pursuant to the terms of Paragraph 4 of the County of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement, dated • 1991. Grantor makes no representations or warrantiesexpress or implied, concerning the condition of the Property. 5. ACCEPTANCE. Execution of this Grant Deed shall be authorized 060791 -10- 188908-0$ by resolution of County's Board of Supervisors. The original Grant Deed shall then be delivered to FATCO for recordation. 6. LICENSE TO ENTER AND OTHER PERMITS. a. Before Execution b Count . Grantor grants to County, its agents, or assigns, a license to enter the Property forur oses related to planning, engineering, and P P surveying from the date this Grant Deed is executed by Grantor until it is recorded or terminated. This license is subject to County giving not less than five (5) days notice to Grantor and executing an entry permit on Grantor's standard form prior to entering the Property. b. After Recordation. After this Grant Deed is recorded and fee ownership of the Property has been conveyed to County, Grantor shall continue to have free access to the Property to implement the purposes of the Reservations. Entry by Grantor for any other purposes will require the issuance of an entry permit by County. 7. NOTICES. All notices pertaining to this Grant Deed shall be in writing and shall be transmitted either by personal delivery (in the same manner as the service of a summons in the State of California) or through the facilities of the United States Post Office. Personal delivery shall be deemed 060791 -11- 188908-08 to have been received upon proper service and delivery by certified mail shall be deemed completed three (3) days after mailing The addresses set forth below shall be the places where notice shall be sent, unless written notice of a change of address is given. "Grantor" The Irvine Company 550 Newport Center Drive Newport Beach, California 92660 Attention: Vice President, Strategic Planning "County of County of Orange 401 Civic CenteroD�iaeWest 92702 Santa Ana, Calif Attention: Director - Harbors, Beaches and Parks g. CAPTIONS. The captions used in this Grant Deed are for convenience only and have no substantive effect. g, APPLICATION TO GRANTOR. Notwithstanding the terms of this Grant Deed, if Grantor reacquires title to all or any portion of the Property, by sale or other method, at any time after the Property has been conveyed to County, the provisions of p Y this Grant Deed shall automatically cease and terminate as to the reacquired property. 10. EXHIBITS. This Grant Deed incorporates the following exhibits: Exhibit 1 - Map of the Property Exhibit 2 - Legal Description of the Property 060791 -12- 188908-0$ Exhibit 3 - Preliminary Title Report 11. SUCCESSORS AND ASSIGNS. This Grant Deed shall bind and inure to the benefit of all Successors and the successors and assigns ns of Grantor and County. A Successor refers to: a. Any person or entity which acquires ten percent (10%) or more of the assets of Grantor (an "Asset Successor"); An division, subsidiary, group, operating company, or b. Y wholly-owned entity of either Grantor or an Asset Successor; Y C. An purchaser of substantially all of Grantor's remaining inin interest in the Property at the time of the purchase, including the Dominant Tenement; d. Any entity resulting from a merger with or an acquisition by or of Grantor; and Y e. An person or entity owning the majority of stock or other ownership interest in either Grantor or an entity described in Paragraphs Ila through lld above. 060791 -13- 188908-08 12. SIGNING DATE. Grantor has signed this Grant Deed 19 (the "Signing Date"). on _ THE IRVINE COMPANYr a Michigan corporation By: C. Bradley Olson Its: Vice President By: James R. Cavanaugh Its: Assistant Secretary 188908-08 -14- 060791 ACCEPTANCE CY ount , by its execution of this Grant Deed, hereby covenants the Property upon and subject to the conditions, co reservations stated in this Grant Deed. THE COUNTY OF ORANGE, CALIFORNIA, a political subdivision of the State of California By: Chairman of the Board of Supervisors Attest: SIGNED AND CERTIFIED B THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. By: LINDA RUTH Clerk of the Board of Supervisors, County of Orange, California APPROVED AS TO FORM: TERRY C. ANDRUS, COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA By: John R. Griset, Deputy 060791 -15- 188908-08 STATE OF CALIFORNIA ) )ss. COUNTY OF ORANGE ) da of 19 before On this y personally appeared LINDA me, RUTH, known to me to be the Clerk of to be the personewhos ors of RU ► executed the County of Orange and known to me to nt the within instrument on behalf of the County afedrtogmepthat asuch to Government Code Section 0ttheasamecbyouse of an authorized political subdivision executed facsimile signature. WITNESS my hand and official seal. (SEAL) Notary Public in and for said County and State By: Authorized Signature/Position 060791 -16- 188908-08 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) 19 before me, the On this i ned, a Notary Public in and for said Stater plk undersnown g appeared C. Bradley Olson and James R. Cavanaugh,personally or roved to me on the basis of satisfactory evidence) to to me ( Pin be the persons who executed the onibehalfnofrTHE IRVINE COMPANY, President and Asst. Secretary, therein named, and acknowledged to me itsat Bylaws uch the corporationursua corporation executed the within instrument p or a Resolution of its Board of Directors. WITNESS my hand and official seal. (SEAL) Notary Public in and for said State 060791 -17- 188908-06 MAP OF THE PROPERTY EXHIBIT 1 188908-08 060791 LEGAL DESCRIPTION OF THE PROPERTY That certain parcel of land in the City of Tustin, County of orange, State of California, being further described as follows: EXHIBIT 2 188908-08 060791 PRELIMINARY TITLE REPORT EXHIBIT 3 188908-08 060791 First American Title 114 East 5th Street Santa Ana, California Company 92702 1991 Re: Escrow Instructions For Exchange of Easements and Deeds Pursuant to the Terms of the Tustin Trail Agreement Escrow Number 1576937 Escrow Holder: The Irvine Company ("TIC"), the County of Orange ("County") and the City of Tustin ("City") entered into the County Of Orange Regional Riding and Hiking Trail and Regio alicycle)Trail ning Agreement dated , 1991, ( 9r the planning, construction, operation and maintenance of a regional riding and hiking trail and regional bicycle trail, including landscaping, (the "Trail")to bforlocated theln City. AgreementIn order to accomplish the matters provided TIC, County and City (collectively the "Undersigned") instruct you as follows: 1. OPENING ESCROW. Within five (5) days of you receipt of this letter executed by each of the Undersigned, y Pen an escrow ("Escrow") at your Santa Ana office andpromtly notify each of the Undersigned when Escrow has opened. In addition the instructions contained in this letter, the Undersigned agree to be bound by those portions of your standard escrow General Provisions attached hereto and shall execute lded"delheesame to First American Title Insurance Company ("Escrow Holder") such other reasonable supplemental escrow instructions or other instruments as may be reasonably required by Escrow Holder in orderto complete the transactions described below. The printed portions of any such instruments or the attached general provisions shall not amend or supersede any portions of these instructions. The closing of the conveyances described below ("Closing") shall take place through Escrow upon the satisfaction of all conditions to Closing set forth herein, and at such times as are described in Paragraphs 3 and 4, below. 032091 -1- 188908-12 EXHIBIT F First American Title Insurance Company , 1991 - Page 2 2. TITLE INSURANCE AND COSTS. a. Escrow Holder has previously provided City with a preliminary title report h"City Title theREasement Area prepared by Escrow Holder which report covers referred to in the Maintenance Easements in favor of City (the "City Easement"). ). Escrow Holder will cause a standard form owner's policy of title insurance (the "City Title Policy") covering the Easement Area consistent with the City Title Report, these instructions and City approvallEscrowunreasonably Thewithheld, to be prepared by, and delivered to, Title Policy shall name the City as insured and provide coverage in the amount of $5,000.00. b. TIC shall pay the designated Escrow fees and the costs of the City Title Policy. City shall pay all of the costs of any extended coverage (A.L.T.A..or other title policy in excess of the standard policy to be provided by TIC). C. Escrow Holder has previously provided County with a preliminary title report (the "County Report") prepared by Escrow Holder which report covers the Property referred to in the Grant Deeds in favor of County (the "County Deed"). Escrow Holder will cause a standard form owner's policy of title insurance (the "County Title Policy") covering the Property consistent with the County Report, these instructions and County approval, not unreasonably withheld, to be prepared by, and delivered to, Escrow Holder. The County Policy shall name the County as insured and provide coverage in the amount of $30,000.00. d. TIC shall pay the designated Escrow fees and the costs of the County Title Policy. County shall pay all of the costs of any extended coverage (A.L.T.A. or other title policy in excess of the standard policy to be provided by TIC). e. Each of the Undersigned shall bear its own respective legal and accounting costs, if any, outside of Escrow. TIC shall pay all recording costs. 3. CLOSING FOR SECTION 1 OF THE TRAIL. a. Conditions to Closing. (1) Escrow Holder is prepared to issue a City Title Policy and a County Title Policy for Section 1 of the Trail consistent with the items reflected in the City Title Report and the County Title Report which have been approved by City and County, respectively; 032091 -2- 188908-12 EXHIBIT F First American Title Insurance Company 1991 - Page 3 (2) The following documents, in substance and form as attached hereto, properly executed and acknowledged, shall have been received by Escrow Holder; (i) City quitclaim of construction easement to TIC for Section 1 of the Trail; (ii) City Easement for Section 1 of the Trail; and (iii) County Deed for Section 1 of the Trail. (3) Notification provided to the Escrow Holder that construction of Section 1 of the Trail has been completed. Such notification shall be deemed provided when the Escrow Holder receives either: (i) a copy of City's recorded Notice of Completion for Section 1 of the Trail; or (ii)of written assurances from City, TIC and County that Section 1has been completed. b. ' Upon satisfaction of the conditions in Paragraph 3.a above, the Closing shall take place as follows: (1) Escrow Holder shall immediately record the following instruments in the order listed: (i) City n 1 of the quitclaim of construction easement to TIC for Trail; (ii) City Easement for Section 1 of the Trail; and (iii) County Deed for Section 1 of the Trail. (2) Within ten (10) calendar days after such recordings, Escrow Holder shall provide the title policies t referred to in Paragraph 3.a.(1) above City respectively. 4. CLOSING FOR SECTION 2 OF THE TRAIL. a. Conditions to Closing. (1) Escrow Holder is prepared to issue a City Title Policy and a County Title Policy for Section 2 of the Trail consistent with the items reflected in the City Title Report and the County Title Report whichhavebeenapproved by City and County, respectively; (2) The following documents, in substance and form as attached hereto, properly executed and acknowledged, shall have been received by Escrow Holder; (i) City quitclaim of construction easement to TIC for Section 2 of the Trail; (ii) City Easement for Section 2 of the Trail; and (iii) County Deed for Section 2 of the Trail. (3) Notification to the Escrow Holder by Company that the legal description contained in the documents referred to in Paragraph 4.a.(2) above c rrecttorforovision to the Escrow Holder by Company of substitute r these documents which contain a revised legal description. 032091 -3- 188908-12 EXHIBIT F First American Title Insurance Company , 1991 - Page 4 (4) Notification provided to the Escrow Holder that construction of Section 2 of the Trail has been completed. Such notification shall be deemed provided when the Escrow Holder receives either: (i) a copy of City's recorded Notice of Completion for Section 2 of the Trail; or (ii) written assurances from City, TIC and County that Section 2 of the Trail has been completed. b. Upon satisfaction of the conditions in Paragraph 4.a above, the Closing shall take place as follows: (1) Escrow Holder shall immediately record the following instruments in the order listed: (i) City quitclaim of construction easement to TIC for Section 2 of the Trail; (ii) City Easement for Section 2 of the Trail; and (iii) County Deed for Section 2 of the Trail. (2) Within ten (10) calendar days after such recordings, Escrow Holder shall provide the title policies referred to in Paragraph 4.a.(1) above to City and County, respectively. 5. NOTICES. All notices or other notification by Escrow Holder should be made in writing to each of the Undersigned at the addresses indicated below: 1. "TIC" The Irvine Company 550 Newport Center Drive 8th Floor Newport Beach, CA 92660 Attn: General Counsel, Land Development Companies 2. "City" City of Tustin P.O. Box 3539 Tustin, CA 92681-3539 Attn: City Engineer 3. "County" County of Orange 401 Civic Center Drive West Santa Ana, CA 92702 Attn: Director of Harbors, Beaches and Parks 032091 -4- 188908-12 T, -k "-T T P1 T T 1"+ First American Title Insurance Company 1991 - Page 5 These instructions may be executed in counterparts, and the signed counterparts shall constitute a single instrument. Very truly yours, The Irvine Company By: Name: Title. By: Name: Title. The City of Tustin By: Name: Title: The County of Orange By: Name: Title: APPROVED AS TO FORM: By: James G. Rourke City Attorney City of Tustin By. •Terry C. Andrus County Counsel County of Orange 032091 -5- 188908-12 EXHIBIT F Recording requested by and j when recorded return to: ) City of Tustin ) P.O. Box 3539 ) Tustin, CA 92681-3539 ) Attention: City Engineer ) FREE RECORDING (Space above for Recorder's use) GOVERNMENT CODE SECTION 6103 CONSTRUCTION EASEMENT AGREEMENT This Construction Easement Agreement (the "Agreement") is made as of , 1991, by and between The Irvine Company, a Michigan corporation ("TIC"), and the City of Tustin, California, a municipal corporation ("Grantee"). RECITALS A: TIC is the fee owner of the real property located in the City of Tustin described in Exhibit 1 (the "Property"). B. TIC, Grantee, and the County of Orange ("County") have entered into the County of Orange Regional Riding and Hiking l91 T�rrail and Regional Bicycle Trail Agreement, dated (the "Tustin Trail Agreement") providing for the planning, construction, operation and maintenance of a regional riding and hiking.trail and regional bicycle trail, including landscaping (the "Facilities") to be located withiilthe portion asfSthe 1. Property referred to in the Tustin Tra greement C. Under the terms of the Tustin Trail Agreement, the Grantee, by and through and on behalf of City of Tustin Assessment District 86-2, will construct ethateach Facilities. the It is understood and agreed by the parties hereto obligations of Grantee described herein, without exception, shall be solely the obligations of Grantee acting by, through, and on behalf of City of Tustin Assessment District 86-2. AGREEMENT For valuable consideration the parties agree as follows: 060791 -1- 188908-09A 1. Grant of Easement. TIC grants to Grantee a nonexclusive, nontransferable easement in gross ("Easement") over, under and across that portion of the Property legally described in attached Exhibit 2 and depicted in attached Exhibit 3 (the "Easement Area") for the purpose of (i) constructing and installing the Facilities, (ii) vehicular and pedestrian ingress to and egress from the Easement Area, and (iii) the doing of such other things as are authorized or required to be done over the Easement Area or any portion thereof by Grantee pursuant to the other provisions of this Agreement. 2. Construction of Facilities. (a) TIC's Approval of Plans. As set forth in Section 1 above, Grantee shall construct the Facilities within the Easement Area. TIC has previously approved the plans and specifications ("Plans") for the construction of the Facilities. No further approvals from TIC are necessary unless the Plans are to be modified or amended. In such event, Grantee shall submit to TIC, for written approval, the proposed modification or amendment of the Plans ("Modification"). The written approval of TIC with respect to such Modification shall not be unreasonably withheld or delayed -and shall be deemed given if written notice of approval or disapproval, specifying objections to same, is not given within fifteen (15) working days after receipt of the proposed Modification. The written approval by TIC may be in the form of TIC's initialing and returning to Grantee one copy of such Modification. If TIC shall disapprove of the Modification, both parties shall meet and agree upon such changes as shall be necessary to obtain the concurrence of both parties. After a mutually satisfactory Modification is agreed upon, no changes shall be made thereto without the prior written consent of TIC, obtained as provided in this paragraph. Subsequent to completion of the Facilities, no modifications or additions thereto shall be made by Grantee except in accordance with approved plans or modification thereto approved by TIC in the manner provided in this paragraph. (b) Standards for Construction. All construction to be performed pursuant to this Section 2 shall be in accordance with the following: (i) All construction shall be in accordance with all applicable requirements of all governmental authorities having jurisdiction and the provisions of the Tustin Trail Agreement. (ii) All construction shall be of first-class quality as to materials and workmanship and shall comply with the approved plans. (iii) All materials and equipment used in the construction work shall be stored or stockpiled solely on the Easement Area. 060791 -2- 188908-09A (iv) TIC shall not have any responsibility whatsoever for the construction of any improvements asheebyof permitted and required. All responsibility performance such work and conformity of such work to the approved plans and to the requirements of all governmental authorities having jurisdiction shall rest solely with Grantee. (v) Grantee shall notify TIC in writing not less than five (5) business days prior to the date Grantee commences its work pursuant to this Section, and TIC shall have the right to post and maintain notices of nonresponsibility adjacent to the Easement Area in locations which do not materially interfere with Grantee's work pursuant to this Section. Upon completion of the work, Grantee shall promptly record a notice of completion with the County Recorder of Orange County and shall pay all claims for labor and material which could become aandlien holdupon harmlessEasement from Area. Grantee shall indemnify, defend and against any and all such liens, lien claims, damages, costs and expenses, including attorneys' fees and costs of defense, incurred by TIC arising out of or resulting from the work performed by Grantee pursuant to this Section. Payment shall not be a condition precedent to recovery under the foregoing indemnity. 3. Maintenance Obligations. (a) Maintenance and Repairs. During the term hereof, all maintenance and repairs, whether ordinary or extraordinary, capital or expense in nature, major or minor, of the Easement Area and of all improvements constructed orso installed thereon by Grantee shall be performed by Grantee e cost and expense. All maintenance and repairs shall alrequiredbe performed in such manner and at such intervals Areasandshall such improvements in a times to maintain the Easement first-class condition. Without limiting the generality of the foregoing, all rubbish, trash, garbage and other wasteee shall llbe regularly removed from the Easement Area y not be allowed to accumulate thereon• No rubbish, trash, garbage, placed refuge, debris, equipment or materialsofany kindshall or abandoned by Grantee on the Easement Area. Grantee shall indemnify,. defend and hold harmless TIC from and against any and all liens, lien claims, damages, costs and expenses, including attorneys' fees and costs of defense, incurred b dbyTIC arising of or resulting from the work to be pe y Granteepursuant hereto, including without limitation, the use of portions of TIC's property for access to the Easement Area. Payment shall not be*a condition precedent to recovery under the foregoing indemnity. (b) Permits. Grantee shall obtain, at its own expense, all necessary permits and authorizations of whatever nature from any and all governmental authorities with jurisdiction concerning the use of the Easement Area by Grantee. Grantee and its invitees, employees and agents shall comply with al applicable governmental laws, regulations and rules with respect 060791 -3- 188908-09A to the use of the Easement Area. 4. Term. The term of the Easement and this Agreement shall be from the date of recordation of this Agreement to and until the first to occur of: (a) Completion of the Facilities under the terms of the Tustin Trail Agreement; (b) Termination of the Tustin Trail Agreement for any reason; (c) Use of the Easement for any purpose not expressly permitted herein where such unpermitted use is not cured within ten (10) days of written notice thereof from TIC, or (d) Twenty-four (24) months from the date of recordation of this Agreement unless extended by written notice of TIC. Upon termination of the Easement and this Agreement as provided above, Grantee shall promptly instruct First American Title Insurance Company ("FATCO") to record the executed quitclaim deed from Grantee to TIC which is being held by FATCO.as provided by the terms of the Tustin Trail Agreement. 5. Insurance. Grantee shall• at all times during the term of -this Agreement and prior to any entry upon tee tthe Easement the Area• require that the contractor used by ct Facilities obtain and maintain a policy of comprehensive general liability insurance by the terms of which TIC is named as an additional insured and is indemnified against liability for damage or injury in an amount not less than Two Million Dollars ($2,000,000.00) combined single limit bodily injury and property damage liability per occurrence, or the actual limit of liability carried by such contractor, whichever is greater, for the operations of such contractor and its representatives on or about the Easement Area. Such liability insurance shall include automobile liability, personal injury, products/completed operations and broad -form property damage. Coverage shall be stated on the certificate or policy to be primary and any insurance carried by TIC is noncontributing with such policy or policies and shall include a requirement for thirty (30) days prior written notice to TIC in the event of cancellation or material change in coverage. 6. Indemnification. (a) Grantee shall defend, indemnify and save harmless TIC and its officers and employees from any and all liens, lien claims, suits and actions offevery name, kind or d and of -- description brought f�o• °o account result�ng from anything done or any person or damageproperty omitted to be done by Grantee under or in connection with any 060791 -4- 188908-09A work, authority, duties, obligations or jurisdiction of Grantee pursuant to this Agreement. (b) TIC shall defend, indemnify and save harmless Grantee and its officers and employees fromany and aall dliens,tion lien claims, suits and actions of every nae brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by TIC under or in connection with any work, authority, duties, obligations or jurisdiction of TIC pursuant to this Agreement or rights reserved to TIC. 7. Miscellaneous. (a) Successors and Assigns. The provisions of this Agreement shall bind and inure to the benefit of all successors, the assigns of TIC and any permitted assigns of Grantee (collectively "assignee"). Any assignee of an interest hereunder shall automatically, as of the effective date of the assignment, (i) succeed to the rights herein granted and (ii) be deemed to have assumed the obligations hereunder. No such assignment shall be deemed to relieve Grantee of its obligatiunder Agreement unless such release is in writing executed by both parties hereto. Upon the request of either party hereto, any assignee shall execute and acknowledge an instrument in recordable form providing for the assumption of the obligations of its assignor pursuant to this Agreement. (b) Notices. All notices or other communications provided for herein shall be in writing and shall be personally served or delivered by United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: If to Grantee: City of Tustin P.O. Box 3539 Tustin, California 92681-3539 Attn: City Engineer If to TIC: The Irvine Company 550 Newport Center Drive 8th Floor Newport Beach, CA 92660 Attn: General Counsel, Land Development Companies Either party may by notice to the other designate a different address for notices which shall be substituted for that specified. above. Any notice given as provided in thisparagraph shallof be date deemed to have been received, if personally , and time of service or if deposited in the mail as provided above, 48 hours after deposit in the mail. (c) No Rights in Public. 060791 -5 Nothing herein contained 188908-091A shall be deemed to be a gift or dedication of any portion of the Easement Area to or for the general public, it being the intention of the parties hereto that this Agreement shall be strictly limited to and for the purposes herein expressed. (d) Attorneys' Fees. In the event at any time during the term of this Agreement either party hereto shall institute any action or proceeding, including any arbitration proceedings, against the other relating to the hereunder,provisions thenfthethis Agreement or any default or alleged default unsuccessful party in such action or proceeding shall reimburse the successful party therein for the reasonable costs (including court costs and attorneys' fees) incurred therein by such successful party. (e) No Waiver. No waiver of any default by Grantee shall be implied from any omission by TIC to take any action in respect to such default, if such default continues or is repeated. No express waiver of any default shall affect any default or cover any period of time other than 'the default and period of time specified in such express waiver. A waiver of any default in the performance of any provision contained in this Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same provision or any other provision contained herein. The consent or approval of TIC to or of any act or request by Grantee requiring consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar or actual request. (f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the .State of California. (g) Entire Agreement. This document, including the Exhibits and the Tustin Trail Agreement, to which a copy of the form of this Easement Agreement is attached as Exhibit B, contains the entire agreement between the parties relating to the rights granted herein and,the obligations herein assumed. Any oral representations or modifications concerning this document shall be 060791 -6- 188908-09A of no force and effect except a subsequent modification in writing, signed by the party to be charged. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. THE IRVINE COMP Y The City of Tustin, a a Michigan cor ation municipal corporation By: By TitleTitle: By: By: Tit e Title: City Clerk NPPAPPROV FO Uj Jame City Attorney City of Tustin 060791 -7- 188908-09A STATE OF CALIFORNIA COUNTY OF ORANGE SS. (91ry r��,✓ On this Ik day of -� in the year 19yi , the undersigned, Notary P is ih�and for sai S ate, personally appeared (?- an personally nown t me (or proved to me on the basis of satisfactory evidence) t be the persons ho xe uted the within instrument as the I and respectively, on b-&-half-of The Irvine C mpany, the corporation therein named, and acknowledged to me that such corporation executed it. WITNESS my hand a d offici 1 se 1 OFFICIAL SEAL DIANE YOUNG i!ry Publi in n fo m NOTARY PUBLIC -CALIFORNIA said County nd S ate ` ORANGE COUNTY «,• My comm. expires DEC 29, 1992 STATE OF CALIFORNIA ) COUNTY'OF ORANGE ) On this day of in the year 19 the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as the , on behalf of The City of Tustin, the municipal corporation therein named, and acknowledged to me that such City executed it. WITNESS my hand and official seal. Notary Public in and for said County and State 060791 -8- 188908-09A m •v 0 -v m m 00 O z m m L) O z D r v z D z v z �o D r D z v 03 n n m D r L- —i ,i C U) z !m Z 'E �m D z 0 sm =�F o/ O 0 T v0 0 -4" 4 ., " N 4 N -v 0 z m m D 0 ap m 4 co) 0 m X 1 n Z 0 "4 O Z >rn 0D m N O Z N -I EXHIBIT "2" CONSTRUCTION EASEMENT TRACT NOS. 12870, 13824.AND 13786 - SECTION 1 Construction easement over Lot "BBB" of Tract No. 12870 as shown on a map filed in Book 601, pages 1 through 20, inclusive, of Miscellaneous Maps in the Office of the County Recorder of Orange County, California, Lot "A" of Tract No. 13824 as shown on a map filed in Book 673, pages 29 through 34, inclusive, of said Miscellaneous Maps and Lot "A" of Tract No. 13786 as shown on a map filed in Book 6731 pages 17 through 22, inclusive, of said Miscellaneous Maps, all in the City of Tustin, in the County of Orange, State of California. Revised March 28, 1991 January 21, 1991 December 19, 1990 November 2, 1990 Page 1 of 1 W.O. 278-27X H & A Legal No. 2976 H. Foss a -v O m m D En m Z m D U Z m c i 1 ai 0 n a m A 0 z 0 0 z 0 0 z m D N m K z 4 Recording requested by and ) when recorded return to: ) City of Tustin ) P.O. Box 3539 ) Tustin, CA 92681-3539 ) Attention: City Engineer ) FREE RECORDING (Space above for Recorder's use) GOVERNMENT CODE SECTION 6103 CONSTRUCTION EASEMENT AGREEMENT This Construction Easement Agreement (the "Agreement") is made as of , 1991, by and between The Irvine Company, a Michigan corporation ("TIC"), and the City of Tustin, California, a municipal corporation ("Grantee"). RECITALS A. TIC is the fee owner of the real property located in the City of Tustin described in Exhibit 1 (the "Property"). B. TIC, Grantee, and the County of Orange ("County") have entered into the County of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement, dated , 1991 (the "Tustin Trail Agreement") providing for the planning, construction, operation and maintenance of a regional riding and hiking trail and regional bicycle trail, including landscaping (the "Facilities") to be located within the portion of the Property referred to in the Tustin Trail Agreement as Section 2. C. Under the terms of the Tustin Trail Agreement, the Grantee, by and through and on behalf of City of Tustin Assessment District 86-21 will construct the Facilities. It is understood and agreed by the parties hereto that each, every and all of the obligations of Grantee described herein, without exception, shall be solely the obligations of Grantee acting by, through, and on behalf of City of Tustin Assessment District 86-2. AGREEMENT For valuable consideration the parties agree as follows: 060791 -1- 188908-09B 1. Grant of Easement. TIC grants to Grantee a nonexclusive, nontransferable easement in gross ("Easement") over, under and across that portion of the Property legally described in attached Exhibit 2 and depicted in attached Exhibit 3 (the "Easement Area") for the purpose of (i) constructing and installing the Facilities, (ii) vehicular and pedestrian ingress to and egress from the Easement Area, and (iii) the doing of such other things as are authorized or required to be done over the Easement Area or any portion thereof by Grantee pursuant to the other provisions of this Agreement. 2. Construction of Facilities. (a) TIC's Approval of Plans. As set forth in Section 1 above, Grantee shall construct the Facilities within the Easement Area. TIC has previously approved the plans and specifications ("Plans") for the construction of the Facilities. No further approvals from TIC are necessary unless the Plans are to be modified or amended. In such event, Grantee shall submit to TIC, for written approval the proposed modification or amendment of the Plans ("Modification"). The written approval of TIC with respect to such Modification shall not be unreasonably withheld or delayed and shall be deemed given if written notice of approval or disapproval, specifying objections to same, is not given within fifteen (15) working days after receipt of the proposed Modification. The written approval by TIC may be in the form of TIC's initialing and returning to Grantee one copy of such Modification. If TIC shall disapprove of the Modification, both parties shall meet and agree upon such changes as shall be necessary to obtain the concurrence of both parties. After a mutually satisfactory Modification is agreed upon, no changes shall be made thereto without the prior written consent of TIC, obtained as provided in this paragraph. Subsequent to completion of.the Facilities, no modifications or additions thereto shall be made by Grantee except in accordance with approved plans or modification thereto approved by TIC in the manner provided in this paragraph. (b) Standards for Construction. All construction to be performed pursuant to this Section 2 shall be in accordance with the following: (i) All construction shall be in accordance with all applicable requirements of all governmental authorities having' jurisdiction and the provisions of the Tustin Trail Agreement. (ii) All construction shall be of first-class quality as to materials and workmanship and shall comply with the approved plans. (iii) All materials and equipment used in the construction work shall be stored or stockpiled solely on the Easement Area. 060791 -2- 188908-09$ (iv) TIC shall not have any responsibility whatsoever for,the construction of any improvements as hereby permitted and required. All responsibility for the performance of such work and conformity of such work to the approved plans and to the requirements of all governmental authorities having jurisdiction shall rest solely with Grantee. (v) Grantee shall notify TIC in writing not less than five (5) business days prior to the date Grantee commences its work pursuant to this Section, and TIC shall have the right to post and maintain notices of nonresponsibility adjacent to the Easement Area in locations which do not materially interfere with Grantee's work pursuant to this Section. Upon completion of the work, Grantee shall promptly record a notice of completion with the County Recorder of Orange County and shall pay all claims for labor and material which could become a lien upon the Easement Area. Grantee shall indemnify, defend and hold harmless TIC from and against any and all such liens, lien claims, damages, costs and expenses, including attorneys' fees and costs of defense, incurred by TIC arising out of or resulting from the work performed by Grantee pursuant to this Section. Payment shall not be a condition precedent to recovery under the foregoing indemnity. 3. Maintenance Obligations. (a) Maintenance and Repairs. During the term hereof, all maintenance and repairs, whether ordinary or extraordinary, capital or expense in nature, major or minor, of the Easement Area and of all improvements constructed or installed thereon by Grantee shall be performed by Grantee at its sole cost and expense. All maintenance and repairs shall be performed in such manner and at such intervals as shall be required at all times to maintain the Easement Area and such improvements in a first-class condition. Without limiting the generality of the foregoing, all rubbish, trash, garbage and other waste shall be regularly removed from the Easement Area by Grantee and shall not be allowed to accumulate thereon. No rubbish, trash, garbage, refuge, debris, equipment or materials of any kind shall be placed or abandoned by Grantee on the Easement Area. Grantee shall indemnify, defend and hold harmless TIC from and against any and all liens, lien claims, damages, costs and expenses, including attorneys' fees and costs of defense, incurred by TIC arising out - of or resulting from the work to be performed by Grantee pursuant hereto, including without limitation, the use of portions of TIC's property for access to the Easement Area. Payment shall not be a condition precedent to recovery under the foregoing indemnity. (b) Permits. Grantee shall obtain, at its own expense, all necessary permits and authorizations of whatever nature from any and all governmental authorities with jurisdiction concerning the use of the Easement Area by Grantee. Grantee and its invitees, employees and agents shall comply with all applicable governmental laws, regulations and rules with respect 060791 -3- 188908-099 to the use of the Easement Area. 4. Term. The term of the Easement and this Agreement shall be from the date of recordation of this Agreement to and until the first to occur of: (a) Completion of the Facilities under the terms of the Tustin Trail Agreement; (b) Termination of the Tustin Trail Agreement for any reason; (c) Use of the Easement for any purpose not expressly permitted herein where such unpermitted use is not cured within ten (10) days of written notice thereof from TIC; or (d) Twenty-four (24) months from the date of recordation of this Agreement unless extended by written notice of TIC. Upon termination of the Easement and this Agreement as provided above, Grantee shall promptly instruct First American Title Insurance Company ("FATCO") to record the executed quitclaim deed from Grantee to TIC which is being held by FATCO as provided by the terms of the.Tustin Trail Agreement. - 5. Insurance. Grantee shall, at all times during the term of this Agreement and prior to any entry upon the Easement Area, require that the contractor used by Grantee to construct the Facilities obtain and maintain a policy of comprehensive general liability insurance by the terms of which TIC is named as an additional insured and is indemnified against liability for damage or injury in an amount not less than Two Million Dollars ($2,000,000.00) combined single limit bodily injury and property damage liability per occurrence, or the actual limit of liability carried by such contractor, whichever is greater, for the operations of such contractor and its representatives on or about the Easement Area. Such liability insurance shall include automobile liability, personal injury, products/completed operations and broad -form property damage. Coverage shall be stated on the certificate or policy to be primary and any insurance carried by TIC is noncontributing with such policy or policies and shall include a requirement for thirty (30) days prior written notice to TIC in the event of cancellation or material change in coverage. 6. Indemnification. (a) Grantee shall defend, indemnify and save harmless TIC and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and description brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by Grantee under or in connection with any 060791 -4- 188908-09B work, authority, duties, obligations or jurisdiction of Grantee pursuant to this Agreement. (b) TIC shall defend, indemnify and save harmless Grantee and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and description brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by TIC under or in connection with any work, authority, duties, obligations or jurisdiction of TIC pursuant to this Agreement or rights reserved to TIC. 7. Miscellaneous. (a) Successors and Assigns. The provisions of this Agreement shall bind and inure to the benefit of all successors, the assigns of TIC and any permitted assigns of Grantee (collectively "assignee"). Any assignee of an interest hereunder shall automatically, as of the effective date of the assignment, (i) succeed to the rights herein granted and (ii) be deemed to have assumed the obligations hereunder. No such assignment shall be deemed to relieve Grantee of its obligations under this Agreement unless such release is in writing executed by both parties hereto. Upon the request of either party hereto, any assignee shall execute and acknowledge an instrument in recordable form providing for the assumption of the obligations of its assignor pursuant to this Agreement. (b) Notices. All notices or other communications provided for herein shall be in writing and shall be personally served or delivered by United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: If to Grantee: City of Tustin P.O. Box 3539 Tustin, California 92681-3539 Attn: City Engineer If to TIC: The Irvine Company 550 Newport Center Drive 8th Floor Newport Beach, CA 92660 Attn: General Counsel, Land Development Companies Either party may by notice to the other designate a different address for notices which shall be substituted for that specified above. Any notice given as provided in this paragraph shall be deemed to have been received, if personally served, as of the date and time of service or if deposited in the mail as provided above, 48 hours after deposit in the mail. (c) No Rights in Public. Nothing herein contained 060791 -5- 188908-095 shall be deemed to be a gift or dedication of any portion of the Easement Area to or for the general public,it being be strthe intention of the parties hereto that this Agreement ictly limited to and for the purposes herein expressed. (d) Attorneys' Fees. In the event at any time during the term of this Agreement either party hereto shall institute any action or proceeding, including any arbitration proceedings, against the other relating the hereunder,provisions thenfthethis Agreement or any default or alleged default unsuccessful party in such action or proceeding shall reimburse the successful party therein for the reasonable costs (including court costs and attorneys' fees) incurred therein by such successful party. (e) No Waiver. No waiver of any default by Grantee shall be implied from any omission by TIC to take any action in respect to such default, if such default continues or is repeated. No express waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. A waiver of any default in the performance of any provision contained in this Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same provision or any other provision contained herein. The consent or approval of TIC t'o or of any act or request by Grantee requiring consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar or actual request. (f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (g) Entire Agreement. This document, including the Exhibits and the Tustin Trail Agreement, to which a copy of the form of this Easement Agreement is attached as Exhibit B. contains the entire agreement between the parties relating to the rights granted herein and the obligations herein assumed. Any oral representations or modifications concerning this document shall be 060791 -6- 188908-09B of no force and effect except a subsequent modification in writing, signed by the party to be charged. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. THE IRVINE COMPANY a Michigan cporation By: Title: By: T i t .c o� WUj ti The City of Tustin, a municipal corporation By: Title: By. Title: City Clerk APPROVED AS TO FORM: James G. Rourke City Attorney City of Tustin 060791 -7- 188908-093 STATE OF CALIFORNIA ) �?i✓�J`.�u ) s s . ri ORANGE Ty � � / U � f/i✓ COUNTY OF ) On this day of ; in the year 1991, the undersigned, Not ry �c in and f said t te, personally appeared ,moo and personally known to me (or proved to me on thd basis of satisfactory eviden7,1i ) e the persons who ex cuted the within instrument as the b and respectively, on behalf of The Irvine Co any, the corporation therein named, and acknowledged to me that such corporation executed it. ' WITNESS my hand an offici 1 se -1 OFFICIAL SEAL DIANE YOUNG Notar Pu 1 ' in d f r m • ^ NOTARY PUBLIC -CALIFORNIA y • 'ORANGE COUNTY said Count and t a t • My comm. expires DEC 29, 1992 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) On this day of , in the year 19 the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as the on behalf of The City of Tustin, the municipal corporation therein named, and acknowledged to me that such City executed it. WITNESS my hand and official seal. Notary Public in and for said County and State 060791 -8- 188908-09B X c n m m O O z D r v z D z v z D D z C7 OD n 0 m n � o � z D cn r n� � C Z � rn z m m D z 0 = �r 'go =NN coo O 0 0 z m m D v O -a C) 0 i m m O -v m X co 0 Z C O z �rn �D rnm N o m -.w Z N —1 Y i r ? D0 D -I O m -4 o� 40 -4 -A0 W: 0) w V .o .� v O y N 0 z m m D v O -a C) 0 i m m O -v m X co 0 Z C O z �rn �D rnm N o m -.w Z N —1 EXHIBIT "Z" CONSTRUCTION EASEMENT TRACT NO. 13627 - SECTION 2 PARCEL 1 A construction easement over Lot "00", Lot "QQ" and Lot "PP" of Tract No. 13627 in the City of Tustin in the County of Orange, State of California, as shown on a map filed in Book 644, Pages 1 through 20, inclusive, of said Miscellaneous Haps, in the office of the County Recorder of said County. PARCEL 2 A construction easement over a strip of land 28.00 feet wide, - of Tract No. 13627 in the City of Tustin, over that portion of Lot pG" in of Orange, State of California, as shown on a map filed the County in Book 644, pages 1 through 20, inclusive, of Miscellaneous Maps in the office of the County Recorder of said County, the westerly line of which is described as follows: Beginning at a point on the southerly line on said lot distant S.81037100"E. 34.50 feet from the westerly terminus of the course shown as N.81037'00"W. 246.32 "' on said map; thence N.8°23'00"E. 10.00 feet to the northerly line of said lot. PARCEL 3 A construction easement over a strip of land, 28.00 feet wide, January 21, 1991 Page 1 of 2 W.O. 278-27X H & A Legal No. 3031 H. Foss over that portion of Lot 25 of Tract No. 13627 in the City of Tustin, in the County of Orange, State of California, as shown on a map filed in Book 644, pages 1 through 20, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said County, the northwesterly line of which is described as follows: Beginning at the northeasterly terminus of the course shown as "N.48020'00"E. rad. 28.001" along the northwesterly line of Lot "QQ" as shown on said map; thence continuing along said course, N.48°20'00"W. 60.00 feet to the northeasterly line of said Lot 25. January 21, 1991 Page 2 of 2 W.O. 278-27X H & A Legal No. 3031 H. Foss i _ DO /L � y N D 0 m -4 -� V �A " N N O z m m m m D a O 0 0 rn 4 z O T m n O z C n "4 O z m D N m K z D m D ~ :rr � o Y 'n m °` a2 D an::..� MOo x y ��m� W m z V w r � NO _ DO /L � y N D 0 m -4 -� V �A " N N O z m m m m D a O 0 0 rn 4 z O T m n O z C n "4 O z m D N m K z D m D r M r DO Om� O "w O rte.) Ln T �l a m D i m 1 O Z N X co q CA) O 70 C n O z �D mm -A K O Z rn O z n r v z C) ,D Z C) Z r Z v 03 n n rn D_ r 1 /C V! Z D Z nT i � o 0 'n m °` a2 111 x m z r M r DO Om� O "w O rte.) Ln T �l a m D i m 1 O Z N X co q CA) O 70 C n O z �D mm -A K O Z rn O z n r v z C) ,D Z C) Z r Z v 03 n n rn D_ r 1 /C V! Z D Z nT i Recording requested by and ) when recorded return to: ) City of Tustin ) P.O. Box 3539 Tustin, CA 92681-3539 ) Attn: City Engineer ) FREE RECORDING (Space above for Recorder's use) GOVERNMENT CODE SECTION 6103 MAINTENANCE EASEMENT AGREEMENT This Maintenance Easement Agreement (the "Agreement") is made as of , 1991, by and between The Irvine Company, a Michigan corporation ("TIC"), and the City of Tustin, California, a municipal corporation ("Grantee"). RECITALS A. TIC is the fee owner of the real property located in the City of Tustin, described in attached Exhibit 1 (the "Property"). B. TIC, Grantee; and the County of Orange ("County") have entered into the County of Orange Regional Riding and Hiking .Trail and Regional Bicycle Trail Agreement, dated 1991(the "Tustin Trail Agreement") providing for the planning, construction, operation and maintenance of a regional riding and hiking trail and bicycle trail, including landscaping, (the "Facilities") which will be located on the portion of the Property referred to in the Tustin Trail Agreement as Section 1. C'. Under the terms of the Tustin Trail Agreement, the Grantee will have maintenance responsibility for all landscaped portions of the Facilities (which excludes the trail) as described in attached Exhibit 2 and depicted on attached Exhibit 3 (the "Easement Area"). AGREEMENT For valuable consideration the parties agree as follows: 1. Grant of Easement. TIC grants to Grantee a nonexclusive easement in gross ("Easement") on, over, under, across and along the Easement Area for the purposes of repairing, replacing and maintaining the landscaping and the necessary access, ingress and egress incident thereto. 2. Term. The term of the Easement and this Agreement shall be from the date of recordation of this Agreement to and until it is terminated, at the option of TIC, upon the occurrence of any of the following: 060791 -1- 188908-10A'. (a) Use of the Easement for any purpose not expressly permitted herein where such unpermitted use is not cured within 10 days of written notice thereof; or (b) Failure of Grantee to comply with any of the terms of this Agreement where such failure is not cured within 10 days of written notice thereof; or (c) Cessation of the use of the Easement for a period of 12 consecutive months, unless written notice is given to TIC prior to the termination of such period, the suchuse, reason for such suspension of use and of an intention to -resume Upon termination of the Easement and this Agreement as provided above, Grantee shall promptly execute and deliver to TIC, in recordable form, such quitclaims or releases as may be necessary or desirable to confirm or effect such termination and to relinquish any rights or claim of Grantee to the Easement Area or any improvement thereon, except as specifically agreed otherwise by TIC and Grantee in writing. 3. Nonliability. (a) Liens. Grantee shall not suffer or permit to be enforced against the Easement Areal or any part thereof, any mechanics, laborers, materialmen's, contractors, subcontractors, or any other liens arising from or any claims for damages growing out of any work of construction or improvement as in this Agreement provided, or any other claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of said liens, claims and demands before any action is brought to enforce the same against the Easement Area; and Grantee hereby and indemnifies and agrees to hold TIC and the EasementArea re harmless from all liability for any and all such liens, claims and demands, together with all costs and expenses, including, but not limited to, attorneys' fees and court costs incurred by TIC in connection therewith; and TIC shall have the right at any time and from time to time to post and maintain on the Easement Areal or any part thereof, such Notices of Nonresponsibili-ty as desired by TIC or as may be provided by law. Notwithstanding anything to the contrary contained in this paragraph, if Grantee shall in good faith contest the validity of any such lien, claim or demand, then Grantee shall, at its expense, defend itself and TIC against the same and shall pay and satisfy any adverse judgment that may be rendered thereon before the enforcement thereof against Grantee or the Easement Areal and if TIC shall require, Grantee shall furnish to TIC a surety bond satisfactory to TIC in an amount equal to such contested lien, claim or demand indemnifying TIC against liability for same, or if TIC shall request, Grantee shall procure and record the bond provided for in the Civil Code of the State of California, or any comparable statute hereafter enacted providing for a bond freeing the Easement Area from the effect of such lien or claim or action 060791 -2- 188908-10A thereon. (b) Indemnification. Grantee hereby waives on its behalf all claims and demands against TIC and it directors, officers, employees, agents and representatives he "Indemnitees"), and each of them, for any loss, damage, injury or claim of any kind or character to any person (including death) or property arising from or caused by,nl)onetherEasementreplacement Area,o(ii) maintenance by Grantee of landscaping Easement Ae,( or use of the Easement Area by Grantee, and/or (iii) performance f its obligations under this nonperformance by Grantee o to indemnify, defend and hold harmless Agreement. Grantee agrees the Indemnitees and each of them and its and their property from ts and expenses (including all loss, liability, damages, cos attorneys' fees) arising from or resulting from willful acts or negligent acts or omissions of Grantee, its officers, agents or employees in connection with (iv) repair, replacement or maintenance by Grantee of landscaping on the Easement orArea, (v) the use of the Easement Area, and/or (vi) pr formanceperformance by Grantee of its obligations under this Agreement. The foregoing indemnity shall not require payment as a condition precedent. For purposes of this Section 3, Grantee shall mean Grantee, its invitees, employees, agents or any other person claiming under Grantee. 4. Insurance. (a) Grantee shall, at all times Easement the term of this Agreement and prior to any ebtrGraupon the to repair, replace or require that any contractor used y tee maintain the landscaping maintain a policy of comprehensive general liability insurance by the terms of which TIC is named as an additional insured and is indemnified against liability for damage or injury in an amount not less than One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage liability per occurrence, or the actual limit of liability carried by such contractor, whichever is greater, for the operations of such contractor under this Agreement and the out the acts of such contractor and its representatives Easement Area. Such liability insurance shall include automobile liability, personal injury, products/completed operatiated onstheand broad -form property damage. Coverage shall be certificate or policy to be primary and any insurance carried by TIC is noncontributing with such policy or policies and shall include a requirement for thirty (30) days prior written notice to TIC in the event of cancellation or material change in coverage. 5. Maintenance Obligations. (a) Maintenance, Replacement and Repairs. Grantee shall perform, or cause to be performed, at its expense, all maintenance, replacement and repairs of landscaping, whether ital or expense in nature, major or ordinary or extraordinary, cap 060791 -3- 188908-10A minor, in the Easement Area. Grantee shall inform TIC or its � successor in interest of Grantee's gular Allmaintenance Grantee'sschedule rubbish, and any variations from such schedule. trash, garbage and other waste shall be regularly remolowed ed from the Easement Area by Gntee and hall not be defend, indemnify and save accumulate thereon. Grantee shall harmless TIC and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and description brought for, on or account of injuries to or death of any person or damage to property resultingfrom anything ythtion withdone or omitted to be done by Grantee under or in work, authority, duties, obligations or jurisdiction of Grantee pursuant to this Agreement. TIC shall defend, indemnify and save harmless Grantee and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and descrip- tion brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by TIC under or in connection with any work, authority, duties, obligations or jurisdiction of TIC pursuant to this Agreement or rights reserved to TIC. (b) Quality of Maintenance and Repairs. All maintenance and repairs shall be performed in such manner and at such intervals as shall be required to maintain the landscaping in the Easement Area in a condition consistent with surrounding community standards. (c) Permits. Grantee shall obtain, at its own expense, all necessary permits and authorizations of whatever nature from any and all governmental authorities with jurisdic- tion concerning the use of the Easement Area by Grantee. Grantee and its invitees, contractors, employees and agents shall comply with all applicable governmental laws, regulations and rules with respect to the use of the Easement Area. 6. Restoration. In making any excavation on, or otherwise disturbing the Easement Area, the Grantee shall make the same in such a manner as will causeths the least injury to the Easement Area, and shall replace the eart Y it and restore the surface of the ground and the Easement Area to the same condition as it was prior to such excavation or other activity. 7. Miscellaneous. (a) Acceptance and Recordation. Grantee agrees, by acceptance and recordation of this Agreement, that the terms and conditions herein set forth shall be binding upon and inure to the benefit of Grantee. (b) Attorneys' Fees. In the event at any time during the term of this Agreement either party hereto shall 060791 -4- 188908-10A institute any action or proceeding, including any arbitration proceedings, against the other relating to the provisions of this Agreement or any default or alleged default hereunder, then the unsuccessful party in such action or proceeding shall reimburse the successful party therein for the reasonable costs (including court costs and attorneys' fees) incurred therein by such successful party. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (d) Notices. All notices or other communications provided for herein shall be in writing and shall be personally served or delivered by United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: If to Grantee: City of Tustin P.O. Box 3539 Tustin, California 92681-3539 Attn: City Engineer If to The Irvine Company: The Irvine Company 550 Newport Center Drive 8th Floor Newport Beach, CA 92660 Attn: General Counsel, Land Development Companies Either party may by notice to the other designate a different address for notices which shall be substituted for that specified above. Any notice given as provided in this paragraph shall be deemed to have been received, if personally served, as of the date and time of service or if deposited in the mail as provided above, 48 hours after deposit in the mail. (e) No Waiver. No waiver of any default by Grantee shall be implied from any omission by TIC to take any action in respect ..to such default, if such default continues or is repeated. No express waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. A waiver of any default in the performance of any provision contained in this Agreement -shall not be deemed to be a waiver of any subsequent default in the performance of the same provision or any other provision contained herein. The consent or approval of TIC to or of any act or request by Grantee requiring consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar or actual request. .(f) Successors and Assigns. The provisions of this Agreement shall bin and inure to the benefit of all 060791 -5- 188908-10A' successors and assigns of TIC and any permitted assigns of Grantee (collectively "assignee"). Any assignee of an interest hereunder shall automatically, as of the effective date of the assignment, (i) succeed to the rights herein granted and (ii) be deemed to have assumed the obligations hereunder. No such assignment shall be deemed to relieve Grantee of its obligations under this Agreement unless such release is in writing executed by both parties hereto. Upon the request of either party hereto, any assignee shall execute and acknowledge an instrument in recordable form providing for the assumption of the obligations of its assignor pursuant to this Agreement. (g) Third Party Beneficiary. County is a third party beneficiary of the rights and obligations of TIC hereunder and may enforce all of the provisions of this Easement Agreement against Grantee and enjoy all of the rights of TIC, in the place of TIC regardless of whether such right is specifically given to County elsewhere herein. The parties intend to create contrac- tual privity between County and Grantee by virtue of this provision of this Easement Agreement. (h) Entire Agreement. This document, including the Exhibits and the Tustin Trail Agreement, to which a copy of the form of this Easement Agreement is attached as Exhibit D, contains the entire agreement between the parties relating to the rights granted herein and the obligations herein assumed. Any oral representations or modifications concerning this document shall be of no force and effect except a subsequent modification in writing, signed by the party to be charged. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. THE IRVINE COMP , THE CITY OF TUSTIN, CALIFORNIA, a Michigatycor ation a municipal corporation By: Name: Title: ice P esident By: ,W. N l Titl Assistant By. Name: Title: n ATTEST: APPROVE FO JyJame ourke City Attorney City of Tustin 060791 -6- 188908-10A' STATE OF CALIFORNIA ss. COUNTY OF ORANGE ) j it On this "day of in the year 199' the undersign -d, n d, Notary i �n an for said St a personally g and �Q �/ • appeared roved o me on the basis o personally kn wn t me (or p satisfactory evidence) be the persons Z -!r execut d the within instrument as the .1C: - and respectively, on behalf of The Irvine Company, the corporation therein named, and acknowledged to me that such corporation executed it. WITNE S my h d and official seal. OFFICIAL SEAL DIANE YOUNG (SEAL) ; NOTARY PUBLIC - CALIFORNIA . ORMGE COUNTY o t a r Pub VaVo r 992My comm. expires DEC 29, 1said Coun y an S STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On this day of , in the year 19 , the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the onthin behalfinstrument City the of Tustin, the municipal corporation therein named, and acknowledged to me that such City executed it. WITNESS my hand and official seal. (SEAL) Notary Public in and for said County and State 060791 -7- 188908-10A �r ,o CO O O mr 0�O N N OD O 0 n 2 D '0 O z loommou 0 m m D r = rn I �7 O O z o r ' I' Z Do I� ,o' : D m Im z N � D 0 A D Z L! D_ 0 I D r �n ' n �n I z °° ' o 07 ' I x 2 0o r m D n z r rn z -� o c Z n rn _ rao � D z > >�. 0 hz �r ,o CO O O mr 0�O N N OD O 0 n 2 D '0 O z loommou 0 m m D r r 0 O r �O D J rnO N -n V �r D � m v J W rn N N V m m D r O m m m O Z A r �v v z A z vTT i X Z A r A Z v 03 0 n r m A r 1 ,C V Z A Z Tn -4 O �O C,) • ti c� �O O,y r 0 O r �O D J rnO N -n V �r D � m v J W rn N N V m m D r O m m m O Z A r �v v z A z vTT i X Z A r A Z v 03 0 n r m A r 1 ,C V Z A Z Tn EXHIBIT "2" MAINTENANCE EASEMENT TRACT NOS.128701, 13824 AND 13786 - SECTION 1 ' CITY OF TUSTIN An easement for maintenance purposes over Lot "BBB" of Tract No. 12870 as shown on a map filed in Book 601, pages 1 through 20, inclusive, of Miscellaneous Maps in the Office of the County Recorder of Orange County, California, Lot "A" of Tract No. 13824 as shown on a map filed in Book 673, pages 29 through 349 inclusive, of said Miscellaneous Maps and Lot "A" of Tract No. 13786 as shown on a map filed in Book 673, pages 17 through 22, inclusive, of said Miscellaneous Maps, all in the City of Tustin, in the County of Orange, State of California. ' Except therefrom those portions included with the following described strips: Strip No. 1: A strip of land 10.00 feet wide lying 5.00 feet on each side of the following described centerline; Beginning at a point on the Southwesterly line of Lot "YY" as shown on said Tract 12870, distant N.40°38'37"E. 24.82 feet from the Southerly corner of said lot, said point being on a non -tangent curve Revised March 289 1991 Revised January 21, 1991 Revised December 19, 1990 November 2, 1990 Page 1of4 W.O. 278-27X H b A Legal No. 2977 H. Foss concave Easterly having a radius of 50.00 feet, a radial line to said point bea.rs S.42°52149"W.; thence Northerly 78.36 feet along said curve through a central angle of 89°47'36"; thence North 42°40'25" East, 120.55 feet to the beginning of a tangent curve concave Southeasterly having a radius of 250.00 feet; thence Northeasterly 30.14 feet along said curve through a central angle of 6°54'25"; thence North 49°34'50"East, 108.36 feet to the beginning of a tangent curve concave Northwesterly having a radius of 250.00 feet; thence Northeasterly 38.99 feet along said curve through a central angle of 8056'13"; thence North 40°38'37" East, 1023.88 feet to the Easterly line of said Lot "A" of Tract No. 13824. STRIP NO. 2 A strip of land 10.00 feet wide, lying 5.00 feet on each side of the following described centerline: Beginning at a point on the Southerly line of said Lot "A" of Tract No. 13786 distant N.84033'46"E. 4.32 feet from the Westerly ter- minus of the course shown as "N.84°33'46"E. 37.48'" on said map; thence North 40°38'40" East, 995.11 feet; thence North 39°41'27" East, 300.00 feet' thence Porth 40038145" East, 181.38 feet to a point on a non -tangent curve concave Northeasterly having a radius of 1873.00 feet, a radial line to said point bears South 49°52'15" West; thence Northwesterly 380.70 feet along said curve through a central angle of 11038'45"; thence North 28°29'00" West, 365.00 feet to the beginning of a tangent curve concave Southwestery having a radius of 1727.00 Revised March 28, 1991 Revised January 21, 1991 Revised December 19, 1990 November 2, 1990 Page 2 of 4 W.O. 278-27X H & A Legal No. 2977 H. Foss —feet, • thence Northwesterly 269.70 feet along said curve through a cen- tral angle of 8°56'52"; thence non -tangent from said curve, North 40030'23" West, 326.88 feet to the Northerly line of said Lot "BBB". STRIP N0. 3 A strip of land 10.00 feet wide lying 5.00 feet on each side of the following described centerline: Beginning innin at a point on the southwesterly line of Lot "YY" of said Tract No. 12870, distant N.40°38'37"E. 35.22 feet from the south- erly corner of said lot, said point being on a non -tangent curve con- cave easterly having a radius of 40.00 feet, a radial line to said point bears N.50°38'49"E.; thence northerly 57.27 feet along said curve through a central angle of 82°01'36"; thence N.42°40'25"E. 120.55 feet to the beginning of a tangent curve concave southeasterly having a radius of 235.00 feet; thence northeasterly 28.33 feet along said curve through a central angle of 6054'25"; thence N.49034'50"E. 9 108.36 feet to the beginning of a tangent curve concave northwesterly ' having a radius of 265.00 feet; thence northeasterly 41.33 feet along said curve through a central angle of 8056'13"; thence N.40°38'37"E. 1008.30 feet to the easterly line of said Lot "A" of Tract No. 13824. STRIP NO. 4 A strip of land 10.00 feet wide, lying 5.00 feet on each side of the following described centerline: Beginning at a point on the southerly line of said Lot "A" of , Tract No. 13786 distant N.84033146"E. 21.62 feet from the westerly Revised March 28, 1991 Revised January 21, 1991 Revised December 19, 1990 November 21 1990 Page 3 of 4 W.O. 278-27X H b A Legal No. 2977 H. Foss — terminus of the course shown as "N.84°3346"E. 37.48111 on said map; thence leaving said southerly line, N.40°56'10"E. 982.66 feet; thence N.39041'27"E. 300.00 feet; thence N.40°38'45"E. 177.27 feet; thence N.1°34'01"E. 27.56 feet to a point on a non -tangent curve concave northeasterly having a radius of 1856.00 feet, a radial line to said point bears S.49°58'03"W.; thence northwesterly 374.12 feet along said curve through a central angle of 11°32'57"; thence N.28029'00"W. 365.00 feet to the beginning of a tangent curve concave southwesterly having a radius of 1744.00 feet; thence northwesterly 272.36 feet along said curve through a central angle of 8°56'52"; thence, non - tangent from said curve, N.40°30'23"W.'307001 feet to the northerly line of said Lot "BBB". Revised March 28, 1991 Revised January 21, 1991 Revised December 19, 1990 November 2, 1990 - Page 4 of 4 W.O. 278-27X H b A Legal No. 2977 H. Foss INNIS It IItt Ott IIIIII MATCHLM SEE 2 OF 4 m0 m --4mCAm f7 A z ZZb T 0 p O © m n Co D DnO Z r to rnnA D M D{ �Oa ,J "n .- O-4 4 mom„{ z D2 n rn D m m rn v D M a ^ a L! o p ."� Z D rn r (n v rn Z rn �. v m n = X Cj) rn .omm z z :t7 D r z v ED x 0 CA) m n D z r' rn ' n� c z (n rn �rnD z _ me rn -'' z Z 0 INNIS It IItt Ott IIIIII MATCHLM SEE 2 OF 4 m0 m --4mCAm f7 A z ZZb T 0 p O © m n Co D DnO Z r to rnnA D M D{ �Oa ,J "n .- O-4 4 mom„{ z D2 n rn D m m rn v D a M 'a Ci o p Z D m r D � cn v M C Z -� D D Z m D = c_ m Z Z D r D z v 00 X 0 2 o °D r M D D Z --1 Z C n -vm 0n Z ---rn cn . 7c7 C Z Orn o - �_ �9 O 0 m -�C mn M r�n� 30 0� zZ ZZ >O Op pm n IM CD 00 <> m-<-40 m> D.<m � n> 0-42 CD M mZ KZZ z m Z m M > 0 N C- D m �m �m Ipw mlo �o m n � CR N OD v 0 MATCHU E C7 J W co N A CHAM ,�N WAY m c m D Z --I D r 4 r O coO)>�O ti co o 3OF4 RAI W m n � ,< m 0 m r N m m -a D �o z D r � D r Wows O r O N 0o 4 0 "l7 S T m m D rn 9 Z D m D m Z -CO :.:.: �a -<o0 �� m =m X m-4 = � DZ — giZ <Z M=M W 000 r- i �m caa m -< z to D zr Om nD z Z m =a m m �0 D -1 m i Z m c m m =i D (' R �zz� 4 mri a D M U 7D m n W n v 0 p � s To r � 00 OD hi N0 0D OD V W V O PORTOLA PKWY I mNm"a r 4moz �O ZCco0 mm m'n w / m v n Zr =za a mZma 0 0 z�D�-0 n m y or,mY % Inn z C oM_i -a M n -c M �y i z In a m O m 149 ,/ n o w N Q' O N V / / v M 0 G) 0 0 Z rn D r m 9 Z Z —t D > Z m C/) n Z O � Z D r D Z a 03 m n i n 0o r m w � a a r- Z D C n M Z rn� �r Z °Z Recording requested by and j when recorded return to: ) City of Tustin ) P.O. Box 3539 ) Tustin, CA 92681-3539 ) Attn: City Engineer ) FREE RECORDING (Space above for Recorder's use) GOVERNMENT CODE SECTION 6103 MAINTENANCE EASEMENT AGREEMENT This Maintenance Easement Agreement (the "Agreement") vine is made as of , 1991, by and between The Company, a Michigan corporation ("TIC"), and the City of Tustin, California, a municipal corporation ("Grantee"). RECITALS A. TIC is the fee owner of the.real property located in the City of Tustin, described in attached Exhibit 1 (the "Property"). B. TIC, Grantee, and the County of Orange ("County") have entered into the County of Orange Regional Ridieng and Hiking Trail and Regional Bicycle Trail Agreement, da 1991 (the "Tustin Trail Agreement") providing for the planning, construction, operation and maintenance of a and dh king trail and regional bicycle trail, including landscaping, the "Facilities") which will be located on the portion of the Property referred to in the Tustin Trail Agreement as Section 2. C. Under the terms of the Tustin Trail Agreement, the a ed Grantee will have maintenance responsibility for all P portions of the Facilities (which excludes the trail) as described in attached Exhibit 2 and depicted on attached Exhibit 3 (the "Easement Area��). AGREEMENT For valuable consideration the parties agree as follows: 1. Grant of Easement. TIC grants to Grantee a nonexclusive easement in gross "Easement") on, over, under, across and along the Easement Area for the purposes ofrepairing, replacing and maintaining the landscaping and t y access, ingress and egress incident thereto. 2, Term. The term of the Easement and this Agreement shall be from the date of recordation of this Agreement gree enthe oto and ice until it is terminated, at the option of TIC, p on of any of the following: 060791 -1- 188908-10B (a) Use of the Easement for any purpose not expressly permitted herein where such unpermitted use is not cured within 10 days of written notice thereof; or (b) Failure of Grantee to comply with any of the terms of this Agreement where such failure is not cured within 10 days of written notice thereof; or (c) Cessation of the use of the Easement for a period of 12 consecutive months, unless written notice is given to TIC prior to the termination ordthe suchuse, reason for such suspension of use and of an intention toresume Upon termination of the Easement and this Agreement deliver toas pro ided above, Grantee shall promptly execute in recordable form, such quitclaims or releases as may be necessary or desirable to confirm or effect such termination and to relinquish any rights or claim of Grantee to the Easement Area or any improvement thereon, except as specifically agreed otherwise by TIC and Grantee in writing. 3. Nonliability. (a) Liens. Grantee shall not suffer or permit to be enforced against the Easement Area, or any part thereof, any mechanics, laborers, materialmen's, contractors, subcontractors, or any other liens arising from or any claims for damages growing out of any work of construction oraimprovement s in this Agreement provided, or any other Cl same may arise, but Grantee shall pay or cause to be paid all of said liens, claims and demands before any action is brought to enforce the same against the Easement Area; EasementGrantee Areahereby and .indemnifies and agrees to hold TIC andthe harmless from all liability for any and all such liens, claims and demands, together with all costs and expenses, including, but not limited to, attorneys' fees and court costs incurred by TIC in connection therewith; and TIC shall have the right at any time and from time to time to post and maintain on the Easement Area, or any part thereof, such Notices of Nonresponsibility as desired by TIC or as may be provided by law. Notwithstanding anything to the contrary contained in this paragraph, if Grantee shall in good faith contest the validityoysuclien, h defendclaim itselfrand TIC demand, then Grantee shall, at its expense against the same and shall pay and satisfy any adverse judgment that may be rendered thereon before the enforcement thereof against Grantee or the Easement Area, and if TIC shall require, Grantee shall furnish to TIC a surety bondsatisfactorytisfactory to TIC in an amount equal to such contested lien, claim indemnifying TIC against liability recordor same, theobond TIC rovidedshall for request, Grantee shall procure and P in the Civil Code of the State of California, or any comparable statute hereafter enacted providing for a bond freeing the Easement Area from the effect of such lien or claim or action 060791 -2- 188908-10B thereon. (b) Indemnification. Grantee hereby waives on its behalf all claims and demands against TIC and its directors, officers, employees, agents and representatives he "Indemnitees"), and each of them, for any loss, damage, injury or claim of any kind or character to any person (including death) or property arising from or caused by (i) repair, replacement or maintenance by Grantee of landscaping on the Easement rmancelor re use of the Easement Area by Grantee, and/or (iii) P nonperformance by Grantee of its obligationsunder this harmless Agreement. Grantee agrees to indemnify, defend the Indemnitees and each of them and its and theiriroperty from all loss, liability, damages, costs and exp enses ing attorneys' fees) arising from or resulting sfrom willful acts or or negligent acts or omissions of Grantee, employees in connection with (iv) repair, replacement or maintenance by Grantee of landscaping on the Easement ore , (v) the use of the Easement Area, and/or (vi) per formancenon- performance by Grantee of its obligations under this agreemen . The foregoing indemnity shall not require pay condtion precedent:- For purposes of this Section 31 Grantee shall mean Grantee, its invitees, employees, agents or any other person claiming under Grantee. 4. Insurance. (a) Grantee shall, at all times during the term of his Agreement and prior to any entry upon the Easement Area, t require that any contractor used by Grateeofocreprehensipeace or maintain the landscaping maintathate�ms of which 'TIC is named as general liability insurance bye an additional insured and is indemnified against Miabilityillionlfors damage or injury in an amount not less than O ne ($1,000,000.00) combined single limit bodily injury and property damage liability per occurrence, or the actual limit Of liability carried by such contractor, whichever is greater, operations of such contractor under this Agrreemo�nt and the out the acts of such contractor and its representatives Easement Area. Such liability insurance shall includeons liability, personal injury, products/completed shllbe sated on the catshall ratiand broad -form property damage. Coverage primary certificate or policy to be p Y and any insurance carried by TIC is noncontributing with such policy or policies rior ttenshall include a requirement for thirty (30) material change in 0odat to TIC in the event of cancellation coverage. 5. Maintenance Obligations. (a) Maintenance, Replacement and Repairs. Grantee shall perform, or cause to be performed, at its epenWhether maintenance, replacement and repairs of landscaping, capital or expense in nature, major or ordinary or extraordinary, _3_ 188908-10'B 060791 minor, in the Easement Area. Grantee shall inform TIC or its successor in interest of Grantee's regular maintenance schedule and any variations from such schedule. All of Grantee's rubbish, trash, garbage and other waste shall be regularly removed from the Easement Area by Grantee and shall not be allowed to accumulate thereon. Grantee shall defend, indemnify and save harmless TIC and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and description brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by Grantee under or in connection with any work, authority, duties, obligations or jurisdiction of Grantee pursuant to this Agreement. TIC shall defend, indemnify and save harmless Grantee and its officers and employees from any and all liens, lien claims, suits and actions of every name, kind and descrip-. tion brought for, on or account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by TIC under or in connection with any work, authority, duties, obligations or jurisdiction of TIC pursuant to this Agreement or rights reserved to TIC. -(b) Quality of Maintenance and Repairs. All maintenance and repairs shall be performed in such manner and at such intervals as shall be required to maintain the landscaping in the Easement Area in a condition consistent with surrounding community standards. (c) Permits. Grantee shall obtain, at its own expense, all necessary permits and authorizations of whatever nature from any and all governmental authorities with jurisdic- tion concerning the use of the Easement Area by Grantee. Grantee and its invitees, contractors, employees and agents shall comply with all applicable governmental laws, regulations and rules with respect to the use of the Easement Area. 6. Restoration. In making any excavation on, or otherwise disturbing the Easement Area, the Grantee shall make the same in such a manner as will cause the least injury to the Easement Area, and shall replace the earth so removed by it and restore the surface of the ground and the Easement Area to the same condition as it was prior to such excavation or other activity. 7. Miscellaneous. (a) Acceptance and Recordation. Grantee agrees, by acceptance and recordation of this Agreement, that the terms and conditions herein set forth shall be binding upon and inure to the benefit of Grantee. (b) Attorneys' Fees. In the event at any time during the term of this Agreement either party hereto shall 060791 -4- 188908-10B institute any action or proceeding, including any arbitration proceedings, against the other relating to provisions of ftthis Agreement or any default or alleged default hereunder, he unsuccessful party in such action or proceeding shall reimburse the successful party therein for the reasonable costs (including court costs and attorneys fees) incurred therein by such successful party. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (d) Notices. All notices or other communications provided for herein shall be in writing and shall be personally served or delivered by United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: If to Grantee: City of Tustin P.O. Box 3539 Tustin, California 92681-3539 Attn: City Engineer If to The Irvine Company: The Irvine Company 550 Newport Center Drive 8th Floor Newport Beach, CA 92660 Attn: General Counsel, Land Development Companies Either party may by notice to the other designate a different address for notices which shall be substituted for that specified above. Any notice given as profdeain lsparagraph as ofshall thebe deemed to have been received, 1 psonallY served, date and time of service or if deposited in the mail as provided above, 48 hours after deposit in the mail. (e) No Waiver. No waiver of any default by Grantee shall be implied from any omission by TIC to take any action in respect to such default, if such default.continues or is repeated. No express waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. ainedwaiver of any default in the performance of any provision Agreement shall not be deemed to be a waiver of any subsequent default in .the performance of the same provision or any other provision contained herein. The consent or approval of TIC to or of any act or request by Grantee requiring consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent -similar or actual request. (f) Successors and Assigns. The provisions of this Agreement shall bind and inure to the benefit of all 060791 -5- 188908-103 successors and assigns of TIC and any permitted assigns of �� Grantee (collectively "assignee"). Any assignee of an interest hereunder shall automatically, as of the effective date of the assignment, (i) succeed to the rights herein granted and (ii) be deemed to have assumed the obligations hereunder. No such assignment shall be deemed to relieve Grantee of its obligations under this Agreement unless such release is in writing executed by both parties hereto. Upon the request of either party hereto, any assignee shall execute and acknowledge an instrument in recordable form providing for the assumption of the obligations of its assignor pursuant to this Agreement. (g) Third Party Beneficiary. County is a third party beneficiary of the rights and- obligations of TIC hereunder and may enforce all of the provisions of this Easement Agreement against Grantee and enjoy all of the rights of TIC, in the place of TIC regardless of whether such right is specifically given to County elsewhere herein. The parties intend to create contrac- tual privity between County and Grantee by virtue of this provision of this Easement Agreement. (h) Entire Agreement. This document, including the Exhibits and the Tustin Trail Agreement, to which a copy of the form of this Easement Agreement is attached as Exhibit D, contains the entire agreement between the parties relating to the rights granted herein and the obligations herein assumed. Any oral representations or modifications concerning this document shall be of no force and effect except a subsequent modification in writing, signed by the party to be charged. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. THE IRVINE CO a Michigan cotion By. ;5��57 Name -:.t _77.� r� �- y Title: ice President rV By: Tit l Assistant Secre ry � P P P,PoL 060791 THE CITY OF TUSTIN, CALIFORNIA, a municipal corporation By: Name: Title. ATTEST: Jam fou r k Cit Attorney City of Tustin -6- 188908-10B STATE OF CALIFORNIA COUNTY OF ORANGE ) On this�day of in the year 194?/ , the undersigned, Notary gic'�in an fo said ate, personally appeared t7. A��,�-y �r Fo personally known to me (or prove me on thle basisof satisfactory evidence) be the persons who a ecuted the within instrument as the ,��r� and respectively, on be alf of The Irvine Company, th corporation therein named, and acknowledged to me that such corporation executed it. WITN S my n and official seal. . OFFICIAL SEAL DIANE YOUNG (SEAL) m r NOTARY PUBLIC - CALIFORNIA s .10 ORANGE COUNTY Notar ub M`' My comm. expires DM 29, 1992 said Coun y an at STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this day of in the year 19 the undersigned, a Notary Public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as the , on behalf of The City of Tustin, the municipal corporation therein named, and acknowledged to me that such City executed it. WITNESS my hand and official seal. (SEAL) Notary Public in and for said County and State 060791 -7- 188908-10B -i D n -a CA) co N A W 4 co 0 n F— N_ 0 w 0 I- Lo C-4 NM w O C14 M N r o r- � W MN J� 0 cc f. w� O .. w U cc ~ Oc Z cc Q J cc Z Q= w Z h a 00 z x w w cr0 O S Q S U cc 0 1— cc w 0- O CC w 2 H . E O CC w CL O 0- w w cc w Z F- lL O Z O Q a w 0 Nca M .. U w OQ J cc N NN r- c° r� UJ ~ Q OQ J ac LL N O(D CO) 0- 0 - r OL F- F- Q o— 0 cc W w Z a 0 .may\ N cNcpp O M LL N 0 MN OM r -too OV O .. r cc ~ Oc 0 -j~ cc J cc Q= h EXHIBIT "2" MAINTENANCE EASEMENT TRACT NO. 13627 - SECTION 2 CITY OF TUSTIN PARCEL 1 An easement for maintenance purposes over Lot "00", Lot "PP", and Lot "QQ" of Tract No. 13627 in the City of Tustin, in the County of Orange, State of California, as shown on a map filed in Book 644, pages 1 through 20, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said County, PARCEL 2 An easement for maintenance purposes over a strip of land, 28.00 feet wide, over that portion of Lot "G" of Tract No. 13627 in the City of Tustin, in the County of Orange, State of California, as shown on a map filed in Book 644, pages 1 through 20, inclusive, of Miscellaneous Maps in the office of the County Recorder of said County, the westerly line of which is described as follows: Beginning at a point on the southerly line on said lot distant S.81037100"E. 34.50 feet from the westerly terminus of the course shown as H.81°37'00"W. 246.32'" on said map; thence N.8°23'00"E. 10.00 feet to the northerly line of said lot. January 21, 1991 Page 1 of 10 W.O. 278-27X H b A Legal No. 3033 H. Foss PARCEL 3 An easement for maintenance purposes over a strip of land, 28.00 feet wide, over that portion of Lot 25 of Tract No. 13627 in the City of Tustin, in the County of Orange, State of California, as shown on a map filed in Book 644, pages 1 through 20, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said County, the northwesterly line of which is described as follows: Beginning at the northeasterly terminus of the course shown as "N.48°20'00"E. rad. 28.00'" along the northwesterly line of Lot "QQ" as shown on said map; thence continuing along said course, N.48°20'00"W. 60.00 feet to the northeasterly line of said Lot 25. Except from above Parcels 1, 2 and 3 those portions included with the following described strips: STRIP NO. 1: A strip of land 11.00 feet wide lying 5.50 feet on each side of the following described centerline: Beginning at a point on the Southeasterly line of said Lot "00", distant N.61°27'00"E. 144.54 feet from the Southerly corner of said lot, point oint being on a non -tangent curve concave Easterly having a radius of 27.50 feet a radial line to said point bears N.50°58'28"E.; thence Northerly 38.17 feet along said curve through a central angle of 79031'28"; thence North 61°27'00" East, 297.03 feet to the beginning of a tangent curve concave Southerly having a radius of 1887.50 feet; thence Easterly 365.67 feet along said curve through January 21, 1991 Page 2 of 10 W.O. 278-27X H & A Legal No. 3033 H. Foss a central angle of 11°06'00" to a tangent compound curve concave Southerly having a radius of 1506.95 feet; thence Easterly 244.55 feet along said curve through a central angle of 9011153"; thence North 81050'53" East, 1.06 feet to the beginning of a tangent curve concave Northwesterly having a radius of 50.00 feet; thence Northeasterly 76.18 feet along said curve through a central angle of 87017'37" to a tangent reverse curve concave Easterly having a radius of 2077.50 feet; thence Northerly 459.73 feet along said curve through a central angle of 12°40'44"; thence North 7°14'00"East; 50.26 feet to the beginning of a tangent curve concave Southeasterly having a radius of 20.00 feet; thence Northeasterly 21.35 feet along said curve through a central angle of 61008'57" to the Northeasterly line of said Lot "PP". STRIP NO. 2: A strip of land 11.00 feet wide lying 5.50 feet on each side of the following described centerline: Beginning at a point on the Southerly line of said Lot "G", dis- tant S.81037'00"E. 40.00 feet from the course shown as "N.81°37'00"W. 246.321" thence N. 8°23'00"E. 10.00 feet to the beginning of a tangent curve concave Southeasterly having a radius of 22.50 feet; thence Northesterly 35.34 feet along said curve through a central angle of 900001001; thence South 81°37'00" East, 78.08 feet; thence North 25°30'00" East, 484.67 feet; thence North 31°10'00" West, 60.13 feet to the beginning of a tangent curve concave Easterly having a radius of 42.50 feet; thence Northerly 62.37 feet along said curve through a January 21, 1991 Page 3 of 10 W.O. 278-27X H b A Legal No. 3033 H. Foss central angle of 84005'00"; thence North 52055100" East, 102.80 feet to the beginning of a tangent curve concave Westerly having a radius g 9 of 127.50 feet; thence Northerly 127.21 feet along said curve through a central angle of 57010'00"; thence North 4015'00"West, 69.50 feet to the beginning of a tangent curve concave Southeasterly having a radius of 77.50 feet; thence Northeasterly 85.22 feet along said curve through h a central angle of 63°00'00"; thence North 58045'00" East, 20 .50 feet to the beginning of a tangent curve concave Westerly having a radius of 135.50 feet; thence Northerly 230.88 feet along said curve through a central angle of 97°37'38" to a tangent reverse curve con - 1 having a radius of 701.50 feet; thence Northwesterly cave Northeasterly 9 322.95 feet along said curve through a central angle of 26°2238"; thence, non -tangent ent from said curve, North 12030'04" West, 480.31 feet _ toapoint on a non -tangent curve concave Easterly having a radius of 652.50 feet, a radial line to said point bears South 74°20'27" West; thence Northerly 35.98 feet along said curve through a central angle of 3009'33"' thence North 12°30'00" West, 153.55 feet to the beginning of a tangent curve Northerly 13.81 feet along sai.d curve through a central angle of 28046'37" to the Northerly line of said Lot "PP". STRIP N0. 3: A strip of land 11.00 feet wide, lying 5.50 feet on each side of the following described centerline: Beginning at a point on the Southerly line of said Lot "QQ", dis- 9 9 tant N.80°34'00"E. 8.67 feet from the Westerly terminus of the course January 21, 1991 Page 4 of 10 W.O. 278-27X H b A Legal No. 3033 H. Foss shown as "N.80°34100"E. 12.32'" along said Southerly line, said point beg in on a non -tangent curve concave Notheasterly having a radius of 27.50 feet a radial line to said point bears `1.49°47'38"E.; thence Northwesterly 13.30 feet along said curve through a central angle of 27°42'22"; thence North 12°30'00" West, 258.05 feet to the beginning 9 of a tan net curve concave Westerly having a radius of 1347.50 feet; thence nce Northerly 293.98 feet along said curve through a centrtal angle of 12°30'00"; thence North 25°00'00" West, 298.39 feet to the beginning of a tangent curve concave Southwesterly having a radius of 9 9 37.50 feet; thence Northwesterly 31.54 feet along said curve through a central angle of 48°11'23" to a tangent reverse curve concave Easterly hag vin a radius of 70.50 feet; thence Northwesterly and Northeasterly 133.99 feet along said curve through a central angle of 108°53'28"; thence non -tangent from said curve North 25°00'00" West, 622.69 feet to the beginning of a tangent curve concave Southwesterly having a radius of 867.50 feet; thence Northwesterly 246.85 feet along said curve through a central angle of 16°18'13"; thence radially from said curve, N.48041'47"E. 82.50 feet to the northeasterly line of said Lot 25. STRIP NO. 4: A strip of land 10.00 feet wide,.lying 5.00 feet on each side of the following described centerline: Beginning at a point on the Southeasterly line of said Lot"YY" distant N.40438'37"E. 35.22 feet from the Southerly corner of said January 21, 1991 Page 5of10 W.O. 278-27X H b A Legal No. 3033 H. Foss lots, said point being on a non -tangent curve concave Easterly having a radius of 40.00 feet a radial line to said point bears N.50°38'49"E.; thence Northerly 57.27 feet along said curve through a central angle of 82°01'36"; thence North 42°40'25" East, 120.55 feet to the beginning of a tangent curve concave Sooutheasterly having a radius of 235.00 feet; thence Northeasterly 28.33 feet along said curve through a central angle of 6°54'25"; thence North 49034'50" East, 108.36 feet to the beginning of a tangent curve concave Northwesterly having a radius of 265.00 feet; thence Northeasterly 41.33 feet along said curve through a central angle of 8056'13"; thence North 40038'37" East, 1008.30 feet to the Easterly line of said Lot "FF". STRIP_ _ NO. 5: A strip of land 10.00 feet wide, lying 5.00 feet on each side of the following described centerline: Beginning at a point on the Southerly line of said Lot "II" dis- tant S.84033'46"W. 15.86 feet from the Easterly terminus of the course shown as "N.84033'46"E. 37.48'" on said map; thence North 40056'10" East, 982.66 feet; thence North 39°41'27" East, 300.00 feet; thence North 40°38'45" East, 177.27 feet; thence North 1°34101" East, 27.56 feet to a point on a non -tangent curve concave Northeasterly having a radius of 1856.00 feet, a radial ine to said point bears South 49°58'03" West; thence Northwesterly 374.12 feet along said curve January 21, 1991 Page 6of10 W.O. 278-27X H & A Legal No. 3033 H. Foss 45 5.85 feet along said curve through a central angle of 12°40'44"; thence North 7014'00" East, 60.43 feet to the Northerly line of said Lot "00". STRIP NO. 7: A stri of land 10.00 feet, lying 5.00 feet on each side of the P following described centerline: Beginning at a point on the Southerly line of said Lot "G" dis- tant S.81°37'00"E. 57.50 feet from the Westerly terminus of the course shown as "N.81°37'00"W. 246.321" along said Southerly line; thence 8023'60"E. 10.00 feet to the beginning of a tangent curve concave Southeasterly heasterl having a radius of 5.00 feet; thence Northeasterly 7.85 . feet along said curve through a central angle of 90000100"; thence South 81037'00" East, 91.00 feet; thence North 25030100" East, 507.03 feet, • thence North 31°10'00" West, 69.56 feet to the beginning of a tangent curve concave Easterly having a radius of 25.00 feet; thence Northerly 36.69 feet along said curve through a central angle of 84°05'00"; thence North 52 55'00" East, 102.80 feet to the beginning of a tangent curve concave Westerly having a radius of 145.00 feet; thence Northerly 144.67 feet along said curve through a central angle of 57010'00"; thence North 4015'00" West, 169.50 feet to the beginning of a..tangent curve concave Southeasterly having a radius of 9 g 60.00 feet; thence Northeasterly 65.97 feet along said curve through a central angle of 63°00'00"; thence North 158 45'00" East, 20.50 feet to the beginning of a tangent curve concave Westerly having a radius January 21, 1991 Page 8 of 10 W.O. 278-27X H & A Legal No. 3033 H. Foss of 153.00 feet; thence Northerly 260.70 feet along said curve through a central angle of 97031'38"to a tangent reverse curve concave Northeasterly having a radius of 684.00 feet; thence Northwesterly 314.89 feet along said curve through a central angle of 26°22'38"; thence, non -tangent from said curve, North 12°30'15" West, 481.28 feet to a point on a non -tangent curve concave Easterly having a radius of 635.00 feet, a radial line to said point bears South 74°20'27" West; thence Northerly 35.01 feet along said curve through a central angle of 3°09'33"' thence North 12°30'00" West, 153.55 feet to the beginning of a tangent curve concave Easterly having a radius of 10.00 feet; thence Northerly 3.94 feet along said curve through a central angle of 22°35' 22" to the Northerly line of said Lot "PP". STRIP NO. 8: A strip of land 10.00 feet wide, lying 5.00 feet on each side of the following described centerline: Beginning at a point on the Southeasterly line of said Lot "QQ" distant S.37°54'24"W. 5.63 feet from the Northeasterly terminus of the course shown as "N.37°54'24"E. 20.37'" along said Southeasterly line, said point being on a non -tangent curve concave Easterly having a radius of 10.00 feet a radial line to said point bears H.56°29'20"E.; thence Northerly 3.67 feet along said curve through a central angle of 21000'40"; thence North 12°30'00" West, 258.05 feet to the beginning of a tangent curve concave Westerly having'a radius of 1365.00 feet; thence Northerly 297.80 feet along said curve through a central angle January 21, 1991 Page 9 of 10 W.O. 278-27X H & A Legal No. 2977 H. Foss of 12030'00"; thence North 25000'00" West, 298.39 feet to the begin- ning of a tangent curve concave Southwesterly having a radius of 55.00 feet; thence ,Northwesterly 46.26 feet along said curve through a cen- tral angle of 48011'23" to a tangent reverse curve concave Easterly having a radius of 53.00 feet; thence Northwesterly and Northeasterly 110.52 feet along said curve through a central angle of 119°28'52"; thence non -tangent from said curve North 25000'00" West, 633.98 feet to the beginning of a tangent curve concave Southwesterly having a radius of 885.00 feet; thence Northwesterly 234.44 feet along said curve through a central angle of 15°10'40"; thence radially from said curve, N.49049'20"E. 65.00 feet. January 21, 1991 Page 10 of 10 W.O. 278-27X H & A Legal No. 3033 H. Foss �r 0O ►� N .� o0 O P4RTp�a PK W Y me i >- Co n m0Z mmmo vcn�� aZr z v o�m D n� m. Omm> z M7D-�c m z> o a In m o oN ► a71061 �- V Mj 00 n D V D m a C) O """' O = D m r - D � m m -Z-I m D r o m Z -� 0 O Z N D V D Z v x � pp 0 m W J D � Z m D � Z 0 � m D n Z rncn rn .� 9 D Z oZ 0 C1t -j _ . K m D rn 0 (;) 0 0 D m r U) K � D D z m D = cn c X m Z Z N D r D Z v X 0 = n � r rn Go D v_ r z z -I z cnc 0 m >m Z Nm D orn Z - z h C7 al --i _ titatCrim SEL t i* 5 O 0 7D00 r 6 Np O 0 o w� Zt� --'rnW �o m v � D T 0 W �.0 N V �r 0o — //���� raS: mNmm 1plotAt ER ROA�- � q>o n Z N --+ OT O >C) mmCD 0 mT 0 U) Co� < —M aZr ZDD mnzo 0DO 0 0 z�-<-0 --4<0 =2- r m3 Orn n = O7j0=1 -i M y -< m zr"na T 0 m C) C rn •U G) O -r1 � Z m r a � n v K z m "4 a m v cn .... Z —I z N D r a z v X -G = n m a a r - m Z c z (n M � am Z a r" rn a we z o m 0 CJ1 -I _ MATC►ir4E SEE 2 OF S 1 �r �O w N rn w N V AM i iwa i i SEE 4 OF 5 µA'fCtt� co -4 > MC rn .o D2ni 2., -.4 o amoz zcmm acp co m m -�Z-4n Z v cn 0 0 Z5- -0 rn Ornm n 'n 02 mpg m D �O D m CT m I i s� r R 7 a r Z v 03 n n r m a r 1 C z a Z 0 = MATCHLM SEE 3 pF 5 ,IIID 0 N I I I � _ o r n m r N M -i �o v Z D r. 1 moos SEE 5coF5 MATCFtJ� CD -< p O rte m mm A o m—© ZZDPii ��v2-a Oovi O o-< M.< —1 >Oxi C)mnD a <m rl D n C m�z y�Z z m D � m m v N K M -u C) o p .� z m r m m Z � v D = m Z .j Z N D r D Z v 03 m n 2 � 0 03 r- -4 m w � 1 T D z r Z Z C m y n Z _rn m D J rn Z -� z n 0o -4 av 0 mcmm T � 4 > C) -� ZZ (1)..4 D D0OZ mm mT w 0 h r. -4 N m�D= .< D Z m y =z as mZMC) ovv0 L o0 -Z-I -< m �� 3 0 -1 Z1= 0> TI C) 0 m MATCHU,f SU 4 OF 5 AL No II .tN s Q' }� 0 a � 0 x 44 m m n c n m r N m -4 7�D Z D D Recording requested by and ) when recorded mail to: ) The County of Orange ) Clerk of the Board ) 10 Civic Center Plaza j P.O. Box 687 Santa Ana, CA 92702 j (Space above for Recorder's use) FREE RECORDING City of Tustin GOVERNMENT CODE SECTION 6103 APNumber: Proj Number: Project: GRANT DEED The Irvine Company, a Michigan corporation ("Grantor"), Y the Count of Orange, a political subdivision of the grants to State of California ("County"), the real property in the City of Tustin, County of Orange, California, depicted on attached Exhibit 1, legally described on attached Exhibit 2 (the "Property") and sometimes referred to as Section 1. y 1. COVENANT OF TITLE. Grantor covenants that the Property is, and shall remain free and clear of all liens, encumbrances, assessmentseasements, leases (recorded and unrecorded), and , taxes except: a. Any installment of general and special County of Orange and City of Tustin taxes, if any, allocable to a period subsequent to the time title is vested in or actual possession or physical possession is taken by County, whichever first occurs, and all taxes subsequent thereto. 060791 188908-08A, (However, Grantor shall remain liable for payment of any taxes allocable to the period prior to the time title is vested in or actual possession or physical possession is taken by County, whichever first occurs, pursuant to the provisions of Sections 5084 and 5086, California Revenue and Taxation Code, as amended; and Grantor shall pay any such taxes, whether delinquent or not, together with penalties and interest thereon, and delinquent or non- delin uent assessments or bonds and any interest thereon 4 prior to recordation of this Grant Deed.) b. The exceptions to title set forth on Exhibit 3, the 'nar Title Report dated June 10, 1991, and issued Preliminary b First American Title Insurance Company ("FATCO") Y under its Order Number 1582716. C. The maintenance easement to be conveyed by Grantor to the City of Tustin pursuant to the terms of the County of orange Regional Riding and Hiking Trail and Regional 9 Bicycle Trail Agreement dated 1991. r including the right to convey d. A reservation to Granto , in whole or in part, of (collectively, the "Reservations"): 188908-08A' 060791 �1) Any and all oil, oil rights, minerals, mineral rights, natural gas rights, and other hydrocarbons by whatsoever name known, geothermal steam and all products derived from any of the foregoing, that may be within or under the Property, together with the perpetual right of drilling, mining, exploring, and operating therefor and storing in and removing the same from the Property or any other land, including the right to whipstock or directionally drill and mine from lands other than the Property, oil or gas wells, tunnels and shafts into, through or across the subsurface of the Property and to bottom such whipstocked or directionally drilled wells, tunnels, and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair, deepen, and operate any such wells or mines; provided that the reservation does not include the right to drill, mine, store, explore, or operate through the surface or the upper 500 feet of the subsurface of the Property; med wat r, (2) Any and all water, solar -heated water, reclaimed water rights, or interests therein, whether surface ace ' or subsurface, appurtenant or relating to the Property or owned or used by Grantor in connection with the Property, together with the right to 060791 -3- 188908-08A, - explore, drill, redrill, and remove such water from the Property, store such water in the groundwater basin underlying the Property by percolating`, s reading, or injecting water into such basin from P locations on lands lying outside of the Property, he right to extract, inject, percolate, and and t 9 spread said water by means of wells, dams, and other structures and facilities from locations on lying outside of the Property; provided, lands y 9 however, that Grantor shall not, without prior approval of County, have any right to enter written PP ace of the Property in the upon or use the surf exercise of these rights; (3) Nonexclusive easements over the Property for the ` construction, installation, maintenance, and use of electric, gas, telephone, cable television, water, flood control, sewer, and drainage facilities, so long as the construction and installation of such utilities or facilities does not unreasonably interfere with the County's use and enjoyment of the Pro erty as a regional equestrian/bicycle P trail. Use of this reservation (3) is subject to the reasonable approval of County. County shall act upon request for such approvals if promptly _4_ 188908-08A 060791 -- Grantor, prior to any activity within the Property, has consulted with County as to the required activities and, if those activities involve construction and/or maintenance of facilities, has prepared and submitted to County reasonably detailed construction or maintenance plans. To the extent reasonably and economically practicable, Grantor will cooperate with County to consolidate the facilities described in this Paragraph ld(3). e. Discrepancies, conflicts of boundary lines, adverse claims, encroachments, or any other facts which a correct survey would disclose, and which are not shown cor Y by public records. shall provide to County an ALTA policy of title Grantor P insurance with Regional Exceptions (Standard Coverage) issued as of the date of recordation of this Grant Deed n the amount of $15,000.00, insuring County that fee i title to the Property is vested in Grantor subject to this Grant Deed with a special indorsement insuring the validity and priority of this Grant Deed. 2. COVENANTS RUNNING WITH THE LAND. The conveyance of the Property from Grantor to County shall be subject to the covenants set forth in this paragraph (the "Covenants"). The Covenants are for the purpose of assuring the orderly and _5_ 188908-08A 060791 harmonious development and operation of improvements on the Property and t protection rotection of the value, desirability, and attractiveness of Grantor's nearby property on Lot 29 of Tract 12870 the "Benefitted Property", also referred to as the "Dominant Tenement"). The Covenants shall become 've on the date Grantor executes this Grant Deed (the effects Date" run with and burden the Property, and bind Signing ) and an person or entity which acquires any right, County y title,or interest in or to all or any portion of the Property ("Property Interest Holder"). Every Property Interest Holder shall be bound absolutely to every provision of this Grant Deed, whether or not this Grant Deed is referred to in the instrument by which the Property Interest acquires an interest in the Property. The Covenants Holder ac q shall also constitute equitable servitudes upon the Property, as servient tenement, for the benefit of the Dominant Tenement. The Covenants shall run in favor of the Dominant Tenant but will be enforceable only by Grantor or a Successor as defined in Paragraph 10 below. The Covenants are: a. _Covenant 1: Use of the Propert County shall maintain and use the Property solely for "Regional Riding and Hiking Trail and Regional Bicycle Trail Purposes". Regional Riding and Hiking Trail and Regional Bicycle _6_ 188908-08A' 060791 Trail Purposes" include all uses authorized for such trails under applicable ordinances. Further, Regional Riding and Hiking Trail and Regional Bicycle Trail Rid g Pur oses must be compatible with the natural environment P and the existing and proposed development adjoining the Property. b. Covenant 2: Trail Maintenance. County shall maintain and operate the Regional Riding and Hiking Trail and Regional Bicycle Trail on the Property in a manner consistent with existing regional standards for regional riding 'n and hiking trails and regional bicycle trails. 3. MATTERS RELATED TO COVENANTS. a, Amendment. The Covenants may be amended by mutual agreement of Grantor and County. Any amendment must be recorded in the Recorder's Office, County of Orange, California. b. Term of Covenants. Unless (i) terminated pursuant to this Grant Deed or (ii) Grantor records a declaration terminating the Covenants, the Covenants shall be binding absolutely and perpetually on County and any Property Interest Holders. C. Default and Remedies. If County breaches, violates, or _7- 188908 -OSA 060791 otherwise fails to comply with the Covenants (collectively, a "County Breach"), Grantor shall have the following remedies which, except as expressly provided, shall be non-exclusive: (1) Power of Termination. Upon a County Breach of Covenants 1 or 2 above, Grantor may terminate County's fee simple interest in any or all legally subdivided lots within the Property and cause that interest to revert to Grantor. This power of termination is not available as a remedy for a County Breach of any other provision of this Deed. Because this power of termination may become subject to Chapter 51 Title 51 Part 2, Division 2 of the California Civil Code (or similar or subsequent laws) providing for the expiration of ancient powers of termination, Grantor may do any act necessary or beneficial to preserving this power of termination, including the recording of notices and instruments. If Grantor requests, County shall sign and, where required, acknowledge further written extensions or waivers of any law, including applicable statutes of limitation, providing for the expiration of ancient powers of termination. (2) Equitable Relief. 060791 _8 Because of the unique nature and - scope of Grantor's development of the Benefitted Pro erty and the substantial amount of planning, P effort, expense, and time expended by Grantor in reliance upon the anticipated use of the Benefitted r P Property, monetary damages will not provide an y for the damage to Grantor's adequate remed resulting from planning efforts and/or development res g refore, if a County Breach of a County Breach. The any Covenant occurs which is not cured within thirty (30) days after written notice from Grantor to do so or if the County Breach cannot be fully cured within such thirty (30) day period, then upon failure of County to commence such cure within such period and thereafter to diligently complete such cure to Grantor's reasonable satisfaction), then Grantor'shall be entitled to specific performance of the Covenants and to any other form of legal or equitable relief available to Grantor except monetary damages. Electing either of the above forms of relief shall not deprive Grantor from pursuing any other available legal or equitable remedies, other than monetary relief, for a County Breach. d, Waiver. Neither a waiver by Grantor of a County Breach nor a delay or failure to enforce any of the Covenants shall: (1) Be a waiver of any earlier or later County Breach of the same or any other provision of the Covenants; or (2) Be implied from any inaction or omission of Grantor. Notwithstanding any other provision of law, all waivers must be express and in writing. An express waiver shall not affect a County Breach other than as specified in the express waiver. If Grantor is required to and does approve any act by County, that approval shall not waive or render unnecessary Grantor's approval of any subsequent similar acts. 4. CONDITION OF PROPERTY. County shall accept the Property on an "as is" basis, in the condition that exists on the date of recordation of the Notice of Completion pursuant to the terms of Paragraph 4 of the County of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement, dated , 1991. Grantor makes no representations or warranties, express or implied, concerning the condition of the Property. 5. ACCEPTANCE. Execution of this Grant Deed shall be authorized 188908-08 060791 -10- by resolution of County's Board of Supervisors. The original Grant Deed shall then be delivered to FATCO for recordation. 6. LICENSE TO ENTER AND OTHER PERMITS. a. Before Execution by County. Grantor grants to County, its agents, or assigns, a license to enter the Property for purposes related to planning, engineering, and surveying from the date this Grant Deed is executed by Grantor until it is recorded or terminated. This license is subject to County giving not less than five (5) days notice to Grantor and executing an entry permit on Grantor's standard form prior to entering the Property. b. After Recordation. After this Grant Deed is recorded and fee ownership of the Property has been conveyed to County, Grantor shall continue to have free access to the Property to implement the purposes of the Reservations. Entry by Grantor for any other purposes will require the issuance of an entry permit by County. 7. NOTICES. All notices pertaining to this Grant Deed shall be writing and shall be transmitted either by personal in g delivery (in the same manner as the service of a summons in the State of California) or through the facilities of the United States Post Office. Personal delivery shall be deemed 060791 -11- 188908-081 to have been received upon proper service and delivery by certified mail shall be deemed completed three (3) days after ilia The addresses set for below shall be the places mailing. where notice shall be sent, unless written notice of a change of address is given. "Grantor"I The Irvine Company 550 -Newport Center Drive Newport Beach, California 92660 Attention: Vice President, Strategic Planning 11 COUD-tY It County of Orange 401 Civic Center Drive West Santa Ana, California 92702 Attention: Director - Harbors, Beaches and Parks 8. CAPTIONS. The captions used in this Grant Deed are for convenience only and have no substantive effect. 9. APPLICATION TO GRANTOR. Notwithstanding the terms of this Grant Deed, if Grantor reacquires title to all or any portion oP f the Property, by sale or other method, at any time after e Property has been conveyed to County, the provisions of th P Y this Grant Deed shall automatically cease and terminate as to the reacquired property. 060791 -12- 188908-08AL 10. EXHIBITS. This Grant Deed incorporates the following exhibits: Exhibit 1 - Map of the Property Exhibit 2 - Legal Description of the Property Exhibit 3 - Preliminary Title Report 11. SUCCESSORS AND ASSIGNS. This Grant Deed shall bind and inure to the benefit of all Successors and the successors and of Grantor and County. A Successor refers to: assigns a, Any person or entity which acquires ten percent (10%) or more of the assets of Grantor (an "Asset Successor"); b, Any division, subsidiary, group, operating company, or wholly-owned entity of either Grantor or an Asset Successor; C. Any purchaser of substantially all of Grantor's remaining interest in the Property at the time of the purchase, including the Dominant Tenement; d. Any entity resulting from a merger with or an acquisition by or of Grantor; and e. Any person or entity owning the majority of stock or other ownership interest in either Grantor or an entity described in Paragraphs Ila through lid above. 060791 -13- 188908-08A 12. SIGNING DATE. Grantor has signed this Grant Deed on .,1,�,� ! 7 19911 ( the "Signing Date") . 060791 THE IRVINE COMPANY, a Michigan corpora n By: C II C. Bradley Olson Its: Vice President By. ames R. Cavanaugh' It ssistant Secretar PPP,p CmW I _14_ 188908-08A' ACCEPTANCE County, by its execution of this Grant Deed, hereby accepts the Property upon and subject to the conditions, covenants and reservations stated in this Grant Deed. THE COUNTY OF ORANGE, CALIFORNIA, a political subdivision of the State of California By: Chairman of the Boar of Supervisors Attest: SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. By: LINDA RUTH Clerk of the Board of Supervisors, County of Orange, California APPROVED AS TO FORM: TERRY C. ANDRUS, COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA By: John R. Griset, Deputy 060791 ..-15- 188908-08A STATE OF CALIFORNIA ) )ss. COUNTY OF ORANGE On this day of 19 before me, personally appeared LINDA RUTH, known to me to be the Clerk of the Bothe ofSupervisors of executed the County of Orange and known to me to be person the within instrument on behalf of the acknowledgeCounty d to Government Code Section 25103, an tomethatsuch political subdivision executed the same by use of an authorized facsimile signature. WITNESS my hand and official seal. (SEAL) Notary Public in and for said County and State By: Authorized Signature/Position 060791 -16- 188908-08A' STATE OF CALIFORNIA ) Grant Deed: Lot BBB Tract 12870, ss. Lot A Tract 138241 Lot A 13786 COUNTY OF ORANGE ) City of Tustin On this r� 19�/ , before me, the 622 undersigned, a No ary ub is in and for said State, personally appeared C. Bradley Olson and James R. Cavanaugh, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as Vice President and Asst. Secretary, on behalf of THE IRVINE COMPANY, the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its Bylaws or a Resolution of its Board of Directors. WITNS my n and official seal. (SEAL) ) OFFICIAL SEAL c, ��� DIANE YOUNG y otarPub ' c in o id State m NOTARY PUUBBGE �CNTM ORI •~, My Coma, expires DEC 29. 060791 -17- 188908-08A', m O -n O , D M r �o �7 D z' q Zmo I� m O 0� 'o Oz co -4D Im w m �o A c Icn Z ' J � j D Dp r D w O I z m� I ♦ J I n r m m D _ r Q7 � 1 D Z r D x Z ^z 7D r 0O C) -q r, 0qO 0-4 C"K) MOD M0 2 O O 10 _ -A A � v rn 0 n D a n �-1 n =W V OD 2 v) c �r �,Oo co ,jV CA) O / 0 OD m O 40 OT EXHIBIT '12" LEGAL DESCRIPTION - GRANT DEED TRACT NOS. 128709 13824 AND 13786 - SECTION 1 Lot "BBB" of Tract No. 12870 as shown on a map filed in Book 601, pages 1 through 20, inclusive, of Miscellaneous Maps in the Office of the County Recorder of Orange County, California, Lot "A" of Tract No. 13824 as shown on a map filed in Book 673, pages 29 through 34, inclusive, of said. Miscellaneous Maps and Lot "A" of Tract No. 13786 as shown on a map filed in Book 673, pages 17 through 22, inclusive, of said Miscellaneous Maps, all in the City of Tustin, in the County of Orange, State of California. Revised March 28, 1991 January 21, 1991 Page 1 of 1 W.O. 278-27X H & A Legal No. 2978 H. Foss PRELIMI'AlARY TITLE REPORT OR -1582716 FIRST AMERICAN TITLE INSURANCE COMPANY 114 EAST FIFTH STREET, (P.O. BOX 267) SANTA ANA, CALIFORNIA 92702 (714) 558-3211 FIRST AMERICAN TITLE INSURANCE 114 EAST 5TH STREET SANTA ANA, CALIFORNIA. 92701 ATTN: JUDY MOORE YOUR NO. 1582716JMM IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, THIS COMPANY HEREBY REPORTS THAT IT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A POLICY OR POLICIES OF TITHE INSURANCE DESCRIBING THE LAND AND THE ESTATE OR INTEREST THEREN HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED ;Y REASON OF ANY DEFECT, LIEN OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF THE POLICY FORMS. THE PRINTED EXCEPTIONS AND EXCLUSIONS FROM THE COVERAGE OF THE POLICY OR POLICIES ARE SET FORTH IN EXHIBIT A ATTACHED. COPIES OF THE POLICY FORMS SHOULD BE READ. THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITIOE INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. DATELi AS OF JUNE 11991 AT 7:30 A.M. / 'As4—&, e,�� 9 NANCY J. NO - TITLE OFFICER THE FORM OF POLICY OF TITLE INSURANCE CONTEMPLATED AMERICAN LAND TITLE"ASSOCIATION OWNERS POLICY WITH (STANDARD COVERAGE). PAGE 1 EXHIBIT 3 BY THIS REPORT IS; REGIONAL EXCEPTIONS OR -15827166 TITLE TO THE ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: THE IRVINE COMPANY, A MICHIGAN CORPORATION. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED To COVERED BY THIS REPORT IS: A FEE. AT THE DATE HEREOF EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN THE POLICY FORM WOULD BE AS FOLLOWS: 1. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 1991-1992, A LIEN NOT YET PAYABLE. 2. THE LIEN OF SUPPLEMENTAL TAXES ASSESSED PURSUANT TO CHAPTER 3.5 COMMENCING WITH SECTION 75 OF THE CALIFORNIA REVENUE AND TAXATION CODE. 3. THE PROPERTY COVERED HEREIN LIES WITHIN .THE BOUNDARIES OF COMMUNITI'Y FACILITIES DISTRICT NO. 1 OF IRVINE RANCH WATER DISTRICT, AS DISCLOSED BY AN ASSESSMENT DISTRICT MAJP (FINAL) FILED IN BOOK 33, PAGE 31 pF ASSESSMENT MAPS, RECORDED JANUARY 29, 1987 AS INSTRUMENT NO. 87-0519011 OF OFFICIAL RECORDS. 4. THE PROPERTY COVERED HEREIN LIES WITHIN THE BOUNDARIES OF THE PENDING ASSESSMENT DISTRICT NO. 86-2, AS DISCLOSED BY AN ASSESSMENT DISTRICT MAP FILED IN BOOK 41, PAGES 28 TO 29 OF ASSESSMENT MAPS, RECORDED JUNE 20, 1988 AS INSTRUMENT NO. 88-291232, AND AS DISCLOSED BY A MAP FILED IN BOOK 43, PAGES 1 TO 20 OF ASSESSMENT MAPS, RECORDED JULY 19, 1988 AS INSTRUMENT NO. 88-348544. NOTE: THE EFFECT OF AN INSTRUMENT ENTITLED "NOTICE OF ASSESSMENT FILED WITH ORANGE COUNTY RECORDER", RECORDED JULY 19, 1988 AS INSTRUMENT NO. 88-348545 OF OFFICIAL RECORDS; REFERENCE BEING MADE TO THE RECORD THEREOF FOR FULL PARTICULARS. 5. THE PROPERTY COVERED HEREIN LIES WITHIN THE BOUNDARIES OF PENDING ASSESSMENT DISTRICT NO. 88-11 AS DISCLOSED BY AN ASSESSMENT DISTRICT MAP FILED IN BOOK 40, PAGE 42 OF ASSESSMENT MAPS, RECORDED APRIL 4, 1988 AS INSTRUMENT NO. 88-152978. PAGE 2 OR -1582711 NOTE: THE EFFECT OF AN INSTRUMENT ENTITLED "NOTICE OF SPECIAL TAX AUTHORIZATION FOR COMMUNITY FACILITIES DISTRICT NO. 88-1 OF THE TUSTIN UNIFIED SCHOOL DISTRICT", RECORDED MAY 23, 1988 AS INSTRUMENT NO. 88-239891 OF OFFICIAL RECORDS; REFERENCE BEING MADE TO THE RECORD THEREOF FOR FULL PARTICULARS. 6. A PERPETUAL AVIGATION EASEMENT IN AND THROUGH THE AIR ABOVE THE HEREIN DESCRIBED AND OTHER LAND, AS CONVEYED TO THE COUNTY OF ORANGE B THE IRVINE COMPANY, BY DEED RECORDED MARCH 17, 1964 IN BOOK 6965, PAG 721 OF OFFICIAL RECORDS, AND THE TERMS AND CONDITIONS AS SET FORTH IN SAID DEED TO WHICH RECORD REFERENCE IS HEREBY MADE FOR ALL PARTICULARSI. NOTE: (SAID EASEMENT PROHIBITS STRUCTURES OF 800 FEET IN HEIGHT OR MORE TO BE ERECTED ON SAID LAND.) 7. THE TERMS, PROVISIONS AND CONDITIONS CONTAINED IN A DOCUMEN ENTITLED "LAST TUSTIN DEVELOPMENT AGREEMENT", EXECUTED BY AND BETWEEN THE IRVINE COMPANY, A MICHGIAN CORPORATION AND THE CITY OF TUSTIN RECORDED JANUARY 8, 1987 AS INSTRUMENT NO. 87-011675 OF OFFICIAL RECORDS. 8. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED APRIL 8, 1988 AS INSTRUMENT NO. 88-161427 OF OFFICIAL RECORDS, IN FAVOR OF: IRVINE RANCH WATER DISTRICT. FOR: SANITARY SEWER AND INCIDENTAL PURPOSES. OVER: A PORTION OF LOT A OF TRACT NO. 13786 AND LOT A OF TRACT NO. 13824. _ 9. THE RECITAL ON THE MAP OF SAID TRACT NO. 12870 THAT THE BROWNING CORRIDOR AVIATION EASEMENT AFFECTS A PORTION OF THE LAND. 10. THE RECITAL ON THE MAP OF SAID TRACT THAT LOT BBB IS NOT A SEPARATE BUILDING SITE AND IS RESERVED FOR FUTURE DEDICATION INTO THE REGIONA TRAIL SYSTEM AS RECITED ON THE MAP OF SAID TRACT NO. 12870. 11. THE TERMS AND CONDITIONS CONTAINED IN AN INSTRUMENT ENTITLED "AGREEMENT AND GRANT OF EASEMENTS", EXECUTED BY AND BETWEEN THE IRVIN COMPANY, A MICHIGAN CORPORATION AND THE UNITED STATES ACTING BY AND THROUGH THE UNITED STATES MARINE CORPS, RECORDED SEPTEMBER 12, 1988 AS INSTRUMENT NO. 88-456313 OF OFFICIAL RECORDS. REFERENCE BEING HEREBY MADE TO THE RECORD THEREOF FOR FULL PARTICULARS. 12. AN EASEMENT AND RIGHT TO CONVEYED TO THE UNITED STATES OF AMERIC' TO OPERATE MILITARY ROTARY WING AND TILT ROTOR AIRCRAFT OVER THE BROWNING CORRIDOR SERVIENT ESTATE AT THE ALTITUDES AS SET FORTH IhN INSTRUMENT RECORDED SEPTEMBER 12, 1988 AS INSTRUMENT NO. 88-456313 OF OFFICIAL RECORDS. PAGE 3 OR -1582715 13. ALL VEHICULAR ACCESS RIGHTS TO JAMBOREE ROAD, EXCEPT AT STREE INTERSECTIONS AND APPROVED ACCESS LOCATIONS ARE RELEASED AN RELINQUISHED TO THE CITY OF TUSTIN AS SHOWN ON THE MAPS OF SAID TRACTSh 14. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED JANUARY 18, 1980 AS INSTRUMENT NO. 89-030204 OF OFFICIAL RECORDS, IN FAVOR OF: THE IRVINE COMPANY, A MICHIGAN CORPORATION. FOR: OPERATING AND MAINTAINING THE ORCHARD, AND THE NECESSARI ACCESS, INGRESS AND EGRESS INCIDENT THERETO, AND FO INCIDENTAL PURPOSES. OVER: A PORTION OF LOT BBB OF TRACT NO. 12870. 15. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED NOVEMBER 1, 198 AS INSTRUMENT NO. 89-589683 OF OFFICIAL RECORDS, IN FAVOR OF: SOUTHERN CALIFORNIA EDISON COMPANY, A.CORPORATION. FOR: ELECTRICAL SUPPLY SYSTEMS, COMMUNICATION SYSTEMS AND INCIDENTAL PURPOSES. OVER: A PORTION OF LOT BBB OF TRACT NO. 12870. 16. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED MARCH 7, 1990 All INSTRUMENT NO. 90-120858 OF OFFICIAL RECORDS, IN FAVOR OF: SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION. FOR: ELECTRICAL SUPPLY SYSTEMS, COMMUNICATION SYSTEMS AND INCIDENTAL PURPOSES. OVER: A PORTION OF LOT BBB OF TRACT NO. 12870 AND A PORTION OF LOT A OF TRACT NO. 13824. 17. A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PUBLIC UTILITY PURPOSES AS SHOWN AND DEDICATED TO THE CITY OF TUSTIN ON THE MAP OF SAID TRACT NO. 13786, OVER A PORTION OF.LOT A OF TRACT NO. 13786. NOTE: THE CITY SHALL NOT BE RESPONSIBLE FOR MAINTENANCE OF OR DAMAGE T SAID PRIVATE STREETS, EXCEPT THE CITY SHALL BE LIABLE FOR DAMAGE CAUSE BY NEGLIGENT ACTS OR INTENTIONAL MISCONDUCT OF THE CITY, ITS EMPLOYEE OR AGENTS. f 18. NON-EXCLUSIVE PIPELINE EASEMENTS FOR SEWER AND WATER PURPOSES SUBJECT TO THE SAME TERMS AND CONDITIONS AS ARE SHOWN IN THAT CERTAI EASEMENT RECORDED FEBRUARY 17, 1976, IN BOOK 11648, PAGE 1817 O OFFICIAL RECORDS, AND AN ADDED CONDITION THAT NO TREES SHALL BE PLANTE IN SAID PIPELINE EASEMENTS WITHOUT WRITTEN CONSENT FROM THE IRVINE RANC WATER DISTRICT, AS SHOWN AND DEDICATED TO THE IRVINE RANCH WATE DISTRICT ON THE MAP OF SAID TRACT NO. 13786, OVER A PORTION OF LOT A 0 TRACT NO. 13786. PAGE 4 Recording requested by and ) when recorded mail to: ) The County of Orange ) Clerk of the Board ) 10 Civic Center Plaza ) P.O. Box 687 ) Santa Ana, CA 92702 ) (Space above for Recorder's use) FREE RECORDING City of Tustin GOVERNMENT CODE SECTION 6103 AP Number: Project Number: Project: GRANT DEED The Irvine Company, a Michigan corporation ("Grantor"), grants to the County of Orange, a political subdivision of the State of California ("County"), the real property in the City of Tustin, County of Orange, California, depicted on attached Exhibit 1, legally described on attached Exhibit 2 (the "Property") and sometimes referred to as Section 2. 1. COVENANT OF TITLE. Grantor covenants that the Property is, and shall remain free and clear of all liens, encumbrances, assessments, easements, leases (recorded and unrecorded), and taxes except: a. Any installment of general and special County of Orange and City of Tustin taxes, if any, allocable to a period subsequent to the time title is vested in or actual possession or physical possession is taken by County, whichever first occurs, and all taxes subsequent thereto. 060791 -1- 188908-08B (However, Grantor shall remain liable for payment of any taxes allocable to the period prior to the time title is vested in or actual possession or physical possession is taken by County, whichever first occurs, pursuant to the provisions of Sections 5084 and 5086, California Revenue and Taxation Code, as amended; and Grantor shall pay any q such taxes, whether delinquent or not, together with penalties and interest thereon, and delinquent or non - delinquent assessments or bonds and any interest thereon prior to recordation of this Grant Deed.) b. The exceptions to title set forth on Exhibit 3, the Preliminary Title Report dated June 10, 1991, and issued by First American Title Insurance Company ("FATCO") under its Order Number 1582715. C. The maintenance easement to be conveyed by Grantor to pursuant to the Count the City of Tustin p y of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement dated 1991• d. A reservation to Grantor, including the right to convey in whole or in part, of (collectively, the "Reservations"): 060791 -2- 188908-08B'' (1) Any and all oil, oil rights, minerals, mineral rights, natural gas rights, and other hydrocarbons by whatsoever name known, geothermal steam and all products derived from any of the foregoing, that may be within or under the Property, together with the perpetual right of drilling, mining, exploring, and operating therefor and storing in and removing the same from the Property or any other land, including the right to whipstock or directionally drill and mine from lands other than the Property, oil or gas wells, tunnels and shafts into, through or. across the subsurface of the Property and to bottom such whipstocked or directionally drilled wells, tunnels, and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair, deepen, and operate any such wells or mines; provided that the reservation does not include the right to drill, mine, store, explore, or operate through the surface or the upper 500 feet of the subsurface of the Property; (2) Any and all water, solar -heated water, reclaimed water, , water rights, hts or interests therein, whether surface or subsurface, appurtenant or relating to the Property or owned or used by Grantor in connection with the Property, together with the right to 060791 -3- 188908-08B explore, drill, redrill, and remove such water from the Property, store such water in the groundwater basin underlying the Property by percolating, spreading, or injecting ctin water into such basin from l locations on lands lying outside of the Property, and the right to extract, inject, percolate, and spread said water by means of wells, dams, and other structures and facilities from locations on lands lying outside of the Property; provided, however, that Grantor shall not, without prior nt have an written approval of Cou y, Y right to enter upon or use the surface of the Property in the exercise of these rights; 3 Nonexclusive easements over the Property for the gracing or construction of improvements on lots 121 23, and 25 of Tract 13627 and the construction, installation, maintenance, and use of electric, gas, telephone, cable television, water, flood control, sewer, and drainage facilities, so long as the construction and installation of such utilities or facilities does not unreasonably interfere with the County's use and enjoyment of the Property as a regional equestrian/bicycle trail. Use of this reservation (3) is subject to the reasonable approval of County. County shall 060791 -4- 188908-08B' promptly act upon request for such approvals if Grantor, prior to any activity within the Property, has consulted with County as to the required activities and, if those activities involve construction and/or maintenance of facilities, has prepared and submitted to County reasonably detailed construction or maintenance plans. To the extent reasonably and economically practicable, Grantor will cooperate with County to consolidate the facilities described in this Paragraph ld(3). e. Discrepancies, conflicts of boundary lines, adverse claims, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. Grantor shall provide to County an ALTA policy of title insurance with Regional Exceptions (Standard Coverage) issued as of the date of recordation of this Grant Deed in the amount of $15,000.00, insuring County that fee title to the Property is vested in Grantor subject to this Grant Deed with a special indorsement insuring the validity and priority of this Grant Deed. 2. COVENANTS RUNNING WITH THE LAND. The conveyance of the Property from Grantor to County shall be subject to the covenants set forth in this paragraph (the "Covenants"). The 060791 -5- 188908-08B Covenants are for the purpose of assuring the orderly and harmonious development and operation of improvements on the Property and the protection of the value, desirability, and attractiveness of Grantor's nearby property on Lot 27 of Tract 13627 (the "Benefitted Property", also referred to as the "Dominant Tenement"). The Covenants shall become effective on the date Grantor executes this Grant Deed (the "Signing Date"), run with and burden the Property, and bind County and any person or entity which acquires any right, title, or interest in or to all or any portion of the Property ("Property Interest Holder"). Every Property Interest Holder shall be bound absolutely to every provision of this Grant Deed, whether or not this Grant Deed is referred to in the instrument by which the Property Interest Holder acquires an interest in the Property. The Covenants shall also constitute equitable servitudes upon the Property, as servient tenement, for the benefit of the Dominant Tenement. The Covenants shall run in favor of the Dominant Tenant but will be enforceable only by Grantor or a Successor as defined in Paragraph 10 below. The Covenants are: a. Covenant 1: Use of the Property. County shall maintain and use the Property solely for "Regional Riding and Hiking Trail and Regional Bicycle Trail Purposes". 060791 -6- 188908-08B "Regional Riding and Hiking Trail and Regional Bicycle Trail Purposes" include all uses authorized for such trails under applicable ordinances. Further, Regional Riding and Hiking Trail and Regional Bicycle Trail Purposes must be compatible with the natural environment and the existing and proposed development adjoining the Property. b. Covenant 2: Trail Maintenance. County shall maintain and operate the Regional Riding and Hiking Trail and Regional Bicycle Trail on the Property in a manner consistent with existing regional standards for regional riding and hiking trails and regional bicycle trails. 3. MATTERS RELATED TO COVENANTS. a. Amendment. The Covenants may be amended by mutual agreement of Grantor and County. Any amendment must be recorded in the Recorder's Office, County of Orange, California. b. Term of Covenants. Unless (i) terminated pursuant to this Grant Deed or (ii) Grantor records a declaration terminating the Covenants, the Covenants shall be binding absolutely and perpetually on County and any Property Interest Holders. 060791 -7- 188908-08B C. Default and Remedies. If County breaches, violates, or otherwise fails to comply with the Covenants (collectively, a "County Breach"), Grantor shall have the following remedies which, except as expressly provided, shall be non-exclusive: (1) Power of Termination. Upon a County Breach of Covenants 1 or 2 above, Grantor may terminate County's fee simple interest in any or all legally subdivided lots within the Property and cause that interest to revert to Grantor. This power of termination is not available as a remedy for a County Breach of any other provision of this Deed. Because this power of termination may become subject to Chapter 51 Title 51 Part 2, Division 2 of the California Civil Code (or similar or subsequent laws) providing for the expiration of ancient powers of termination, Grantor may do any act necessary or beneficial to preserving this power of termination, including the recording of notices and instruments. If Grantor requests, County shall sign and, where required, acknowledge further written extensions or waivers of any law, including applicable statutes of limitation, providing for the expiration of ancient powers of termination. 0607.91 -8- 188908-08B (2) Equitable Relief. Because of the unique nature and scope of Grantor's development of the Benefitted Property and the substantial amount of planning, effort, expense, and time expended by Grantor in reliance upon the anticipated use of the Benefitted Property, monetary damages will not provide an adequate remedy for the damage to Grantor's planning efforts and/or development resulting from a County Breach. Therefore, if a County Breach of any Covenant occurs which is not cured within thirty (30) days after written notice from Grantor to do so (or, if the County Breach cannot be fully cured within such thirty (30) day period, then upon failure of County to commence such cure within such period and thereafter to diligently complete such cure to Grantor's reasonable satisfaction), then Grantor shall be entitled to specific performance of the Covenants and to any other form of legal or equitable relief available to Grantor except monetary damages. Electing either of the above forms of relief shall not deprive Grantor from pursuing any other available legal or equitable remedies, other than monetary relief, for a County Breach. d. Waiver. Neither a waiver by Grantor of a County Breach 060791 -9- 188908-08B nor a delay or failure to enforce any of the Covenants shall: (1) Be a waiver of any earlier or later County Breach of the same or any other provision of the Covenants; or (2) Be implied from any inaction or omission of Grantor. Notwithstanding any other provision of law, all waivers must be express and in writing. An express waiver shall not affect a County Breach other than as specified in the express waiver. If Grantor is required to and does approve any act by County, that approval shall not waive or render unnecessary Grantor's approval of any subsequent similar acts. 4. CONDITION OF PROPERTY. County shall accept the Property on an "as is" basis, in the condition that exists on the date of recordation of the Notice of Completion pursuant to the terms of Paragraph 4 of the County of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement, dated , 1991. Grantor makes no representations or warranties, express or implied, concerning the condition of the Property. 060791 -10- 188908-08B 5. ACCEPTANCE. Execution of this Grant Deed shall be authorized by resolution of County's Board of Supervisors. The original Grant Deed shall then be delivered to FATCO for recordation. 6. LICENSE TO ENTER AND OTHER PERMITS. a. Before Execution by County. Grantor grants to County, its agents, or assigns, a license to enter the Property for purposes related to planning, engineering, and surveying from the date this Grant Deed is executed by Grantor until it is recorded or terminated. This license is subject to County giving not less than five (5) days notice to Grantor and executing an entry permit on Grantor's standard form prior to entering the Property. b. After Recordation. After this Grant Deed is recorded and fee ownership of the Property has been conveyed to County, Grantor shall continue to have free access to the Property to implement the purposes of the Reservations. Entry by Grantor for any other purposes will require the issuance of an entry permit by County. 7. NOTICES. All notices pertaining to this Grant Deed shall be in writing and shall be transmitted either by personal delivery (in the same manner as the service of a summons in the State of California) or through the facilities of the 060791 -11- 188908 -OSB United States Post Office. Personal delivery shall be deemed to have been received upon proper service and delivery by certified mail shall be deemed completed three (3) days after mailing. The addresses set forth below shall be the places where notice shall be sent, unless written notice of a change of address is given. "Grantor" The Irvine Company 550 Newport Center Drive Newport Beach, California 92660 Attention: Vice President, Strategic Planning "County" County of Orange 401 Civic Center Drive West Santa Ana, California 92702 Attention: Director - Harbors, Beaches and Parks 8. CAPTIONS. The captions used in this Grant Deed are for convenience only and have no substantive effect. 9. APPLICATION TO GRANTOR. Notwithstanding the terms of this Grant Deed, if Grantor reacquires title to all or any portion of the Property, by sale or other method, at any time after the Property has been conveyed to County, the provisions of this Grant Deed shall automatically cease and terminate as to the reacquired property. 10. EXHIBITS. This Grant Deed incorporates the following exhibits: Exhibit 1 - Map of the Property 060791 -12- 188908-08B Exhibit 2 - Legal Description of the Property Exhibit 3 - Preliminary Title Report 11. SUCCESSORS AND ASSIGNS. This Grant Deed shall bind and inure to the benefit of all Successors and the successors and assigns of Grantor and County. A Successor refers to: a. Any person or entity which acquires ten percent (10%) or more of the assets of Grantor (an "Asset Successor"); b. Any division, subsidiary, group, operating company, or wholly-owned entity of either Grantor or an Asset Successor; c. Any purchaser of substantially all of Grantor's remaining interest in the Property at the time of the purchase, including the Dominant Tenement; d. Any entity resulting from a merger with or an acquisition by or of Grantor; and e. Any person or entity owning the majority of stock or other ownership interest in either Grantor or an entity described in Paragraphs Ila through lld above. 060791 -13- 188908-08B 12. SIGNING DATE. Grantor has signed this Grant Deed on -k�w �-✓ % 1991 ( the "Signing Date"). THE IRVINE COMPANY, a Michigan corpor on By: C. Bradley Olson Its: Vice President By: rArrr� J mes R. Cavanaug It ssistant Secretary �� pPP,PoLCD W 060791 -14- 188908-08B ACCEPTANCE County, by its execution of this Grant Deed, hereby accepts the Property upon and subject to the conditions, covenants and reservations stated in this Grant Deed. THE COUNTY OF ORANGE, CALIFORNIA, a political subdivision of the State of California By: Chairman of the Board of Supervisors Attest: SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. By. •LINDA RUTH Clerk of the Board of _ Supervisors, County of Orange, California APPROVED AS TO FORM: TERRY. C. ANDRUS, COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA By: John R. Griset, Deputy 060791 -15- 188908-08B STATE OF CALIFORNIA COUNTY OF ORANGE On this day of , 19 , before me, , personally appeared LINDA RUTH, known to me to be the Clerk of the Board of Supervisors of the County of Orange and known to me to be the person who executed the within instrument on behalf of the County of Orange pursuant to Government Code Section 25103, and acknowledged to me that such political subdivision executed the same by use of an authorized facsimile signature. WITNESS my hand and official seal. (SEAL) Notary Public in and for said County and State By: Authorized Signature/Position 060791 -16- 188908-08B STATE OF CALIFORNIA } Grant Deed: Lot 00, QQ, PP of ) ss. Tract 13627, City of Tustin, COUNTY OF ORANGE ) Lot G Tract 13627, Lot 25 Tract 13627 On this -, 19��, before me, the undersigned, a a ublic in and for said State, personally appeared C. Bradley Olson and James R. Cavanaugh, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as Vice President and Asst. Secretary, on behalf of THE IRVINE COMPANY, the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its Bylaws or a Resolution of its Board of Directors. WITNE my h n and official seal. . ...IA, ,. OFFICIAL SEAL (SEAL) DIANE YOUNIG Notary ubli n an r said State o NOTARY PUBLIC - CALIFORNIA '0RWtGE CO{1'MT1 " My comm. expires DEC '29. 1992 060791 -17- 188908-08B T � U W�.- W 0 LO N O N Q �T NM M Z CD F— < — O U _Z cc 0� 0 H a Cl) T F— F— m J = a W W c 00 LUU cc 0 � O Z Q a U O a cc w a � o N w Z � Z 0 z 'Ile V 0 Z W o W o o F- v Q i O cc ti .J = 1 � 7 g 'L r � N � N tD M J p Occ�� J Q � ti NcN0 wuj i. NiN to co F— �- w 0 cc I -- C.4 N \ T F—UW ti NcN0 i. U v 0� OM av O� 1M LLO, �LL CN ON p (D� (3 M� Oct 0U U CV)=' PO O EXHIBIT 112" LEGAL DESCRIPTION - GRANT DEED TRACT NO. 13627 - SECTION 2 PARCEL 1 Lot "00", Lot "QQ" and Lot "PP" of Tract No. 13627 in the City of Tustin in the County of Orange, State of California, as shown on a map filed in Book 644, Pages 1 through 20, inclusive, of said Miscellaneous Maps, in the office of the County Recorder of said County. - PARCEL 2 A strip of land, 28.00 feet wide, over that portion of Lot "G" of Tract No. 13627 in the City of Tustin, in the County of Orange, State of California, as shown on a map filed in Book 644, pages 1 through 20, inclusive, of Miscellaneous Maps in the office of the County Recorder of said County, the westerly line of which is described as fol l ows: Beginning at a point on the southerly line on said lot distant S.81°37'00"E. 34.50 feet from the westerly terminus of the course shown as N.81°37'00"W. 246.32'" on said map; thence N.8°23'00"E. 10.00 feet to the northerly line of said lot. PARCEL 3 A strip of land, 28.00 feet wide, over that portion of Lot 25 of January 21, 1991 Page 1 of 2 W.O. 278-27X H & A Legal No. 3030 H. Foss Tract No. 13627 in the City of Tustin, in the County of Orange, State of California, as shown on a map filed in Book 644, pages 1 through 20, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said County, the northwesterly line of which is described as follows: Beginning at the northeasterly terminus of the course shown as "N.48020'00"E. rad. 28.00'" along the northwesterly line of Lot "QQ" as shown on said map; thence continuing along said course, N.48020'00"W. 60.00 feet to the northeasterly line of said Lot 25. January 21, 1991 Page 2 of 2 W.O. 278-27X H & A Legal No. 3030 H. Foss PRELIMINARY TITLE REPORT OR -1582715 FIRST AMERICAN TITLE INSURANCE COMPANY 114 EAST FIFTH STREET, (P.O. BOX 267) SANTA ANA, CALIFORNIA 92702 (714) 558-3211 FIRST AMERICAN TITLE INSURANCE 114 EAST 5TH STREET SANTA ANA, CALIFORNIA 92701 ATTN: JUDY MOORE YOUR NO. 1582715JMM IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, THIS COMPANY HEREBY REPORTS THAT IT IS PREPARED TO ISSUE,?0 CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A POLICY OR POLICIES OF TITLE R INTEREST THEREIN' INSURANCE DESCRIBING THE LAND AND THE ESTATE HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED By REASON OF ANY DEFECT, LIEN OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS A14 EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT FORMS. T TE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF THE POLICY THE PRINTED EXCEPTIONS AND EXCLUSIONS FROM THE COVERAGE OF THE POLICY OR POLICIES ARE SET FORTH IN EXHIBIT A ATTACHED. COPIESOF THE Y FORMS SHOULD BE READ. THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUE THIS REPORT. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLEL FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITL INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THA LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITL INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. DATED AS OF JUNE 10., 1991 AT 7:30 A.M. AANANCY J. IZ09KN - TITLE OFFICER THE FORM OF POLICY OF TITLE INSURANCE CONTEMPLATED BY THIS REPORT IS AMERICAN LAND TITLE ASSOCIATION OWNERS POLICY WITH REGIONAL EXCEPTIONS (STANDARD COVERAGE). PAGE 1 EXHIBIT 3 OR -1582715 TITLE TO THE ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: THE IRVINE COMPANY, A MICHIGAN CORPORATION. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A FEE. TO COVERAGE IN ADDITION TO THE SRINTEDI AT THE DATE HEREOF EXCEPTIONS EXCEPTIONS AND EXCLUSIONS IN THE POLICY FORM WOULD BE AS FOLLOW 1. GENERAL AND.SPECIAL TAXES FOR THE FISCAL YEAR 1991-1992, A LIEN NOT' YET PAYABLE. 2. THE LIEN OF SUPPLEMENTAL TAXES ASSESSED PURSUANT TO CHAPTER 3.5 COMMENCING WITH SECTION 75 OF THE CALIFORNIA REVENUE AND TAXATION CODE., 3. THE PROPERTY COVERED HEREIN LIES WITHIN THE BOUNDARIES OF,THt PENDING ASSESSMENT DISTRICT NO. 86-2, AS DISCLOSED MAN ASSESSMENT STRICT MAP FILED IN BOOK 41, PAGES 28-29 OF ASSESSMENTRECORDED DI 88-291232 AND AS DISCLOSED BY A MAP JUNE 20, 1988 AS INSTRUMENT NO. FILED IN BOOK 43, PAGES 1-20 OF ASSESSMENT MAPS, RECORDED JULY 19, 1986 AS INSTRUMENT NO. 88-348544. THE EFFECT OF AN INSTRUMENT ENTITLED "NOTICE OF ASSESSMENT FILED WITH ORANGE COUNTY RECORDER", RECORDED JULY 19, 1988 AS INSTRUMENT NO. 88-348545 OF OFFICIAL RECORDS; REFERENCE BEING MADE TO THE RECOR THEREOF FOR FULL PARTICULARS. 4. THE PROPERTY COVERED HEREIN LIES WITHIN THE BOUNDARIES OF COMMUNIT FACILITIES DISTRICT NO. 1, OF IRVINE RANCH WATER DISTRICT STILED IN I33 A PAGE CLOSE BY AN ASSESSMENT DISTRICT (FINAL) F29 1 1987 , AS INSTRUMENT NO. 87-05190!1 ASSESSMENT MAPS, RECORDED JANU , OF OFFICIAL RECORDS. 5. THE PROPERTY COVERED HEREIN LIES WITHIN THE BOUNDARIES OF PENDING ASSESSMENT DISTRICT NO. 88-1, AS DISCLOSED BY AN ASSESSMENT DISTRICT MAP FILED IN BOOK 40, PAGE 4 2 OF ASSESSMENT MAPS, RECORDED APRIL 41 1988, AS INSTRUMENT NO. 88-152978. PAGE 2 OR -1582715 • THE EFFECT OF AN INSTRUMENT ENTITLED "NOTICE � OF THE TUST NF SPECIAL I!, NOTE. AUTHORIZATION FOR COMMUNITY FACILITIES DMAYR23, 1988 AS INSTRUMENT, UNIFIED SCHOOL DISTRICT , RECO N0. 88_239891 OF OFFICIAL RECORDS; REFERENCE BEING MADE TO THE RECORD: THEREOF FOR FULL PARTICULARS. VIGATION EASEMENT IN AND THROUGH THE AIR A PERPETUAL ACOUNTY OF OBOVE I RANGE BY 6• AS CONVEYED TO THE HEREIN DESCRIBED AND OTHER LAND, VINE COMPANY, BY DEED RECORDED MARCH 17, 1964 IN BOOK 6965RTHAIE THE IR 721 OF OFFICIAL RECORDS, AND THE TERMS AND CONDITIONS AS SET SAID DEED TO WHICH RECORD REFERENCE IS HEREBY MADE FOR ALL PARTICULARS.. (SAID EASEMENT PROHIBITS STRUCTURES OF 800 FEET IN HEIGHT OR MORE TO BE ERECTED ON SAID LAND.) 7. THE RIGHT TO SPILL WATER FROM PIPELINES AND TO DRAIN OR CAUSE WATER TO FLOW ACROSS THE SUBJECT PROPERTY, WHICH RIGHTS 3WEA RE PGE TED 1 64 OD GRANTED IN DOCUMENTS RECORDED MARCH 2 6 , 1979 IN BOOK 8E 1566 OF OFFICIAL RECORDS; MARCH 26, 1979 IN BOOK 13081, 1 NO.1 89-449562 OF OFFICIAL, RECORDS; AUGUST 241 1989 AS INSTRUMENT RECORDS; AND JUNE 4, 1982 AS INSTRUMENT N0. 82-189871 OF OFFICIALREC , RECORDS. NOTE: SAID RIGHTS ARE UNLOCATABLE. 8. OVER AN EASEMENT AND RIGHT TO CONVEYED TO THE UNITED STATES OF AMBRICA TO OPERATE MILITARY ROTARY WING AND TILT R AS SETS FORTH IN INSTRUMENTNG SERVIENT ESTATE AT THE ALTITUDES RECORDED SEPTEMBER 12, 1988 AS INSTRUMENT NO. 88-456313 OF OFFICIAIL RECORDS. HE TERMS AND CONDITIONS CONTAINED IN AN INSTRUMENT ENTITLED 9' T "AGREEMENT AND GRANT OF EASEMENTS", EXECUTED BY AND BETWEEN THE IRVINE Y A MICHIGAN CORPORATION, AND THE UNITED STATES ACTING BY AND COMPANY, RECORDED SEPTEMBER 12 , 19 8 8 1�S THROUGH THE UNITED STATES MARINE CORPS, INSTRUMENT NO. 88-456313 OF OFFICIAL RECORDS. REFERENCE BEING HEREBY MADE TO THE RECORD THEREOF FOR FULL.PARTICULARS. ALL VEHICULAR ACCESS RIGHTS TO TUSTIN RANCH ROAD, PIONEER ROAD, 10 PIONEER. WAY AND PETERS CANYON ROAD,XCEPT AT STREET INTERSECTIONS EAJ�D AT APPROVED ACCESS POINTS, IN ACCORDANCE WITH CITY STANDARDS AND CODE, HAVE BEEN DEDICATED TO THE CITY OF TUSTIN ON THE MAP OF SAID TRACT. 11. THE RECITAL ON THE MAP OF SAID TRACT THAT LOTS 00, PP, AND QQ ARE NOT SEPARATE BUILDING SITES AND ARE RESERVED FOR FUTURE DEDICATION I NTO THE REGIONAL TRAIL SYSTEM. PAGE 3 OR -1582715 12. AN EASEMENT FOR INGRESS, EGRESS, FIRE PROTECTION, POLICE', CTION TRASH SERVICE AND PUBLIC UTILITY PURPOSES AS SHOWN ANDI PROTE , RESERVED BY THE IRVINE COMPANY ON THE MAP D IVEETRACT, OVER THE PRIVATE STREETS BEING TOWNSHIP DRIVE AND OR 13. AN EASEMENT 46 FEET WIDE FOR STORM DRAIN PURPOSES TENT DEDICATED! TO ORANGE COUNTY FLOOD CONTROL DISTRICT BY OF EPARATLOT . DOCUM ON THE MAP OF SAID TRACT, OVER A PORTION 14. THE RECITAL ON THE MAP OF SAID TRACT THAT LOT G IS NOT A SEPARATE''. BUILDING SITE AND IS FOR LANDSCAPE MAINTENANCE PURPOSES. 15. AN OFFER OF DEDICATION TO THE CITY OF TUSTIN OF THE 60 FOOT WIDE' EASEMENT OVER LOT 25 FOR STREET PURPOSES FOR LOWER LAKE DRIVE AS SHOWN ON THE MAP OF SAID TRACT. 16. THE RECITAL ON THE MAP OF SAID TRACT THAT LOTS 110011, "PP" AND ARE TO BE MAINTAINED BY THE 1972 LANDSCAPE AND LIGHTING DISTRICT. 17. THE RECITAL ON THE MAP OF SAID TRACT THAT LOT "G" IS TO BE RETAINED, & MAINTAINED BY THE ADJACENT PROPERTY OWNERS. PAGE 4 RECORDING REQUESTED BY MAIL THIS DEED AND. UNLESS WISE SHOWN BELOW. MAIL TAX STATEMENTSTO: A NAY[ General Counsel Aoo■�� Land Development Companies The Irvine Company 550 Newport Center Drive J LNewport Beach, CA 92656 Title Order No. Escrow No. SPACE ABOVE THIS LINE FOR RECORDER'S USE - Quitclaim Deed The undersigned declares that the documentary transfer tax is $ 0...030 ........................................................ 0 computed on the full value of the interest or property conveyed, or is 0 computed on the full valueless the value of liens or encumbrances remaining the at the time of sale. The land, tenements or realty is located in Tustin ••••••••••••••••••'•"' O unincorporated area city of ....... ""' FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF TUSTIN , a Municipal Corporation does . hereby remise, release and forever quitclaim to THE IRVINE COMPANY, a Michigan Corporation the following described real property in the City of Tustin county of Orange state of California: See Attached Dated STATE OF CALIFORNIA SS COUNTY OF On this the day of 19 _. before me, the undersigned, a Notary Public in and for said County and State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name subscribed to the within instrument and acknowledged that executed the same. Signature of Notary MAIL TAX STATEMENTS TO PARTY SHOWN ON FOLLOWING LINE; IF NO PARTY SO SHOWN, MAIL AS DIRECTED ABOVE Name Street Address City & State SAFECO Stock No. CAL -0011 A (Rev. 12-83) CONSTRUCTION EASEMENT TRACT NOS. 12870, 13824 AND 13786 - SECTION 1 Construction easement over Lot "BBB" of Tract No. 12870 as p shown on a ma filed in Book 601, pages 1 through 201 inclusive, of miscellaneous llaneous Maps in the Office of the County Recorder of Y Orange Countyr California, Lot "A" of Tract No. 13824 as shown on a map filed in Book 673, pages 29 through 34, inclusive, of said Maps Miscellaneous Ma s and Lot "A" of Tract No. 13786 as shown on a map filed in Book 673, pages 17 through 22, inclusive, of said miscellaneous Maps, all in the City of Tustin, in the County of Orange, State of California. Revised March 28, 1991 January 21, 1991 December 19, 1990 November 2, 1990 Page 1 of 1 W.O. 278-27X H & A Legal No. 2976 H. Foss RECORDING REQUESTED BY AND FOS WISEWSNOWN CBELOW.MAIL M IL TIS DEED AND. L AX STATEMENTS ` w Nwr[ General Counsel A..IMSS Land Development Companies The Irvine Company 550 Newport Center Drive J L Newport Beach, CA 92656 Title Order No. Escrow No. SPACE ABOVE THIS LINE FOR RECORDER'S USE - Quitclaim Deed The undersigned declares that the documentary transfer tax is $ 0•••00 • • • • • • • ' ' ' ' ' ' ' ' ' ' ' ' .... ❑ computed on the full value of the interest or property conveyed. or is ❑ computed on the full valueless the value of liens or encumbrances remaining thereon at the time of sale. The land. tenements or realty is located in �j city Tustin ............................. ❑ unincorporated area •••••• FOR A VALUABLE CONSIDERATION. receipt of which is hereby acknowledged. THE CITY OF TUSTIN , a Municipal Corporation does hereby remise, release and forever quitclaim to THE IRVINE COMPANY, a Michigan Corporation the following described real property in the City of Tustin county of Orange state of California: See Attached Dated STATE OF CALIFORNIA I SS COUNTY OF On this the day of 19 before me. the undersigned. a Notary Public in and for said County and State. personally appeared . personally known 10 me or proved to me on the basis of satisfactory evidenCe to be the person- whose name_subscribed to the within instrument and acknowledged that executed the same. Signature of Notary MAIL TAX STATEMENTS TO PARTY SHOWN ON FOLLOWING LINE; IF NO PARTY SO SHOWN. MAIL AS DIRECTED AtWvt Street Address City & State Name SAFECO Stock No. CAL -0011 A (Rev. 12-83) CONSTRUCTION EASEMENT TRACT NO. 13627 - SECTION 2 PARCEL I "- A construction easement over Lot "00"9 Lot QQ"and Lot "PP" of Tract No 13627 in the City of Tustin in the County of Orange, State of California,, rnia as shown on a map filed in Book 6449 Pages 1 through 20, inclusiveof said d Miscellaneous taps, i n the office of the County , Recorder of said County. PARCEL 2 Aconstruction easement over a strip of land 28.00 feet wide, over that portion of Lot 'G" of Tract No. 13627 in the City of Tustin, in the County of Orange, State of California, as shown on a map filed in Book 64 pages a9 es 1 through 209 inclusive, of Miscellaneous Maps in the office of the County Recorder of said County, the westerly line of which is described as follows: Beginning at a point on the southerly line on said lot distant S.81037'00"E. 34.50 feet from the westerly terminus of the course shown as N.81 37 '00"W. 246.32'" on said map; thence N.8023'00"E. 10.00 feet to the northerly line of said lot. PARCEL 3 A construction easement over a strip of land, 28.00 feet wide, January 21, 1991 Page 1 of 2 W.O. 278-27X N b A Legal No. 3031 N. Foss over that portion of Lot 25 of Tract No. 13627 in the City of Tustin, in the County of Orange, State of California, as shown on a map filed in Book 644, pages 1 through 209 inclusive, of Miscellaneous Maps, in the office of the County Recorder of said County, the northwesterly line of which is described as follows: Beginning at the northeasterly terminus of the course shown as "N.48020'00"E. rad. 28.001" along the northwesterly line of Lot "QQ" as shown on said map; thence continuing along said course, N.48020'00"W. 60.00 feet to the northeasterly line of said Lot 25. January 21, 1991 Page 2 of 2 W.O. 278-27X H b A Legal No. 3031 H. Foss 1991 First American Title Company 114 East 5th Street Santa Ana, California 92702 Re: Escrow Instructions For Exchange of Easements and Deeds Pursuant to the Terms of the Tustin Trail Agreement Escrow Number 1576937 Escrow Holder: The Irvine Company ("TIC"), the County of Orange ("County") and the City of Tustin ("City") entered into the County Of Orange Regional Riding and Hiking Trail and Regional Bicycle Trail Agreement dated , 1991, (the "Agreement") concerning the planning, construction, operation and maintenance of a regional riding and hiking trail and regional bicycle trail, including landscaping, (the "Trail") to be located in City. In order to accomplish the matters provided for in the Agreement, TIC, County and City (collectively the "Undersigned") instruct you as follows: 1. OPENING ESCROW. Within five (5) days of receipt of this letter executed by each of the Undersigned, you will open an escrow ("Escrow") at your Santa Ana office and promptly notify each of the Undersigned when Escrow has opened. In addition to the instructions contained in this letter, the Undersigned agree to be bound by those portions of your standard escrow General Provisionsattached hereto and shall execute and deliver to First American'T.itle Insurance Company. ("Escrow Holder") the same or such other reasonable supplemental escrow instructions or other instruments as may be reasonably required by Escrow Holder in order to complete the transactions described below. The printed portions of any such instruments or the attached general provisions shall not amend or supersede any portions of these instructions. The closing of the conveyances described below ("Closing") shall take place through Escrow upon the satisfaction of all conditions to Closing set forth herein, and at such times as are described in Paragraphs 3 and 4, below. 032091 -1- 188908-12 First American Title Insurance Company , 1991 - Page 2 2. TITLE INSURANCE AND COSTS. a. Escrow Holder has previously provided City with a preliminary title report (the "City Title Report") prepared by Escrow Holder which report covers the Easement Area referred to in the Maintenance Easements in favor of City (the "City Easement"). Escrow Holder will cause a standard form owner's policy of title insurance (the "City Title Policy") covering the Easement Area consistent with the City Title Report, these instructions and City approval, not unreasonably withheld, to be prepared by, and delivered to, Escrow Holder. The City Title Policy shall name the City as insured and provide coverage in the amount of $5,000.00. b. TIC shall pay the designated Escrow fees and the costs of the City Title Policy. City shall pay all of the costs of any extended coverage (A.L.T.A. or other title policy in excess of the standard policy to be provided by TIC). C. Escrow Holder has previously provided County with a preliminary title report (the "County Report") prepared by Escrow Holder which report covers the Property referred to in the - Grant Deeds in favor of County (the "County Deed"). Escrow Holder will cause a standard form owner's policy of title insurance (the "County Title Policy") covering the Property consistent with the County Report, these instructions and County approval, not unreasonably withheld, to be prepared by, and delivered to, Escrow Holder. The County Policy shall name the County as insured and provide coverage in the amount of $30,000.00. d. TIC shall pay the designated Escrow fees and the costs of the County Title Policy. County shall pay all of the costs of any extended coverage (A.L.T.A. or other title policy in excess of the standard policy to be provided by TIC). e. Each of the Undersigned shall bear its own respective legal and accounting costs, if any, outside of Escrow.. TIC shall pay all recording costs. 3. CLOSING FOR SECTION 1 OF THE TRAIL. a. Conditions to Closing. (1) Escrow Holder is prepared to issue a City Title Policy and a County Title Policy for Section 1 of the Trail consistent with the items reflected in the City Title Report and the County Title Report which have been approved by City and County, respectively; 032091 -2- 188908-12 First American Title Insurance Company 1991 - Page 3 (2) The following documents, in substance and form as attached hereto, properly executed and acknowledged, shall have been received by Escrow Holder; (i) City quitclaim of construction easement to TIC for Section 1 of the Trail; (ii) City Easement for Section 1 of the Trail; and (iii) County Deed for Section 1 of the Trail. (3) Notification provided to the Escrow Holder that construction of Section 1 of the Trail has been completed. Such notification shall be deemed provided when the Escrow Holder receives either: (i) a copy of City's recorded Notice of Completion for Section 1 of the Trail; or (ii) written assurances from City, TIC and County that Section 1 of the Trail has been completed. b. Upon satisfaction of the conditions in Paragraph 3.a above, the Closing shall take place as follows: (1) Escrow Holder shall immediately record the following instruments in the order listed: (i) City quitclaim of construction easement to TIC for Section 1 of the Trail; (ii) City Easement for Section 1 of the Trail; and (iii) County Deed for Section 1 of the Trail. (2) Within ten (10) calendar days after such recordings, -Escrow Holder shall provide the title policies referred to in Paragraph 3.a.(1) above to City and County, respectively. 4. CLOSING FOR SECTION 2 OF THE TRAIL. a. Conditions to Closing. (1) Escrow Holder is prepared to issue a City Title Policy and a County Title Policy for Section 2 of the Trail consistent with the items reflected in the City Title Report and the County Title Report which have been approved by City and County, respectively; (2) The following documents, in substance and form as attached hereto, properly executed and acknowledged, shall have been received by Escrow Holder; (i) City quitclaim of construction easement to TIC for Section 2 of the Trail; (ii) City Easement for Section 2 of the Trail; and (iii) County Deed for Section 2 of the Trail. (3) Notification to the Escrow Holder by Company that the legal description contained in the documents referred to in Paragraph 4.a.(2) above is correct or provision to the Escrow Holder by Company of substitute exhibits -for these documents which contain a revised legal description. 032091 -3- 188908-12 First American Title Insurance Company 1991 - Page 4 (4) Notification provided to the Escrow Holder that construction of Section 2 of the Trail has been completed. Such notification shall be deemed provided when the Escrow Holder receives either: (i) a copy of City's recorded Notice of Completion for Section 2 of the Trail; or (ii) written assurances from City, TIC and County that Section 2 of the Trail has been completed. b. Upon satisfaction of the conditions in Paragraph 4.a above, the Closing shall take place as follows: (1) Escrow Holder shall immediately record the following instruments in the order listed: (i) City quitclaim of construction easement to TIC for Section 2 of the Trail; (ii) City Easement for Section 2 of the Trail; and (iii) County Deed for Section 2 of the Trail. (2) Within ten (10) calendar days after such recordings, Escrow Holder shall provide the title policies referred to in Paragraph 4.a.(1) above to City and County, respectively. 5. NOTICES. All notices or other notification by - Escrow Holder should be made in writing to each of the Undersigned at the addresses indicated below: 1. "TIC" The Irvine Company 550 Newport Center Drive 8th Floor Newport Beach, CA 92660 Attn: General Counsel, Land Development Companies 2. "City" City of Tustin P.O. Box 3539 Tustin, CA 92681-3539 Attn: City Engineer 3. "County" County of Orange 401 Civic Center Drive West Santa Ana, CA 92702 Attn: Director of Harbors, Beaches and Parks 032091 -4- 188908-12 First American Title Insurance Company 1991 - Page 5 These instructions may be executed in counterparts, and the signed counterparts shall constitute a single instrument. Very truly yours, The Irvine Comp By: Name: C. Bradley Olson Title: Vice Pres i ent 4 p, PP,P By: z, •-- Ca'vanaugCD d� Nam ames R. Tit e• Asst. Secretary The City of Tustin By: Name: Title: The County of Orange By: Name: Title: APPROVEDAS . By •James ourke City At tney City tin By: •Ter C. Andrus County Counsel County of Orange 032091 -5- 188908-12 SCHEDULE "A" GENERAL PROVISIONS 1. DEPOSIT OF FUNDS AND DISBURSEMENTS: You shall deposit all funds received in this escrow in any bank insured by an agency of the United States Government, including your affiliated bank, First American Trust Company, in one or more of your general accounts. These funds may be transferred to any other general escrow demand account or accounts, in the banks named elow in Section 18, if federally insured. All disbursements shall e made by your check. You are authorized not to close escrow or disburse until good funds have been confirmed in escrow. 2. PROBATIONS AND ADJUSTMENTS: The expression "close of escrow" used in this escrow means the date of which instruments referred to herein are recorded and relates only to prorations and/or adjustments unless otherwise specified. All prorations and/or adjustments are to be made on'the basis of a thirty (30) day month unless otherwise instructed in writing. 3. RECORDATION OF INSTRUMENTS: You are authorized to record any documents delivered through this escrow, the recording of which is necessary or proper in the issuance of the requested Policy of Title Insurance. 4. AUTHORIZATION TO EXECUTE ASSIGNMENT OF INSURANCE POLICIES: You are to execute on behalf of the parties hereto form assignments of interest in any insurance policies (other than title insurance) called for in this escrow; forward assignments and policies upon close of escrow to the agent with the request, first, that insurer consent to such transfer and/or attach a loss -payable clause and/or make such other additions or corrections as may have been specifically required herein, and second, that the agent thereafter forward such policies to the parties entitled to same. In all acts in this escrow relating to insurance, including adjustments, if any, you shall be fully protected in assuming that each policy is in force and that the necessary premium has been paid. S. AUTHORIZATION TO FURNISH COPIES: You are to furnish a copy of these -instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers, and/or the attorney or attorneys involved in this transaction upon the -request of the lenders, brokers or attorneys. 6. PERSONAL PROPERTY TAXES: No examination or insurance as to the amount or payment of, personal property taxes is required unless specifically requested. 7. RIGHT OF CANCELLATION: Any party instructing you to cancel thin escrow shall file notice of cancellation in your -office in writing. You shall within a reasonable time thereafter mail, by certified mail, one copy of the notice to each of the other parties at the addresses stated in this escrow. Unless written objection to cancellation is filed in your office by a party within ten (10) days after the date of mailing, you are authorized at your option to comply with the notice and demand payment of your cancellation charges as provided in this agreement. If written objection is filed, you are authorized at your option to hold all money and instruments in this escrow and to take no further action until otherwise directed, either by the parties' mutual written instructions, or final order of a court of competent jurisdiction. 8. ACTION IN INTERPLEADER: The parties hereto expressly agree that you, as escrow holder, have the absolute right at your election to file an action in interpleader requiring the parties to answer and litigate their several claims and rights among themselves and you are authorized to deposit with the Clerk of the Court all documents and funds held in this escrow. In the event such action is filed, the parties jointly and severally agree to pay your cancellation charges, costs and expenses, and reasonable attorney fees which you,are required to expend or incur in the interpleader action► the amount thereof to be fixed and judgment therefore to be rendered by the court. Upon the filing of the action, you shall thereupon be fully released and discharged from all obligations to further perform duties or obligations otherwise imposed by the terms of this escrow. 9. TERMINATION OF AGENCY OBLIGATION: If there is no action taken on.this escrow within six (5) months after the "time limit date" as set forth in the escrow instructions or written extension thereof, your agency obligation shall terminate at your option and all documents, monies;. or other items held by you shall be returned to the parties depositing same. In the event of cancellation of this escrow► whether it be at the request of any of the parties or otherwise, the -fees and charges due First American Title Insurance Company, including expenditures incurred and/or authorized shall be borne equally by the parties hereto (unless otherwise agreed to specifically). 10. CONFLICTING INSTRUCTIONS: Should -you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein or affected hereby, you shall have the right to discontinue any or all further acts on your part until the conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of the conflict as provided in Paragraphs 7 and 8 of these General Provisions. 11. FUNDS RETAINED IN ESCROW:' If for any reason funds are retained in escrow, you may deduct $10.00 as a monthly charge as custodian thereof. 12. USURY: You are not to be concerned with any question of usury in any loan encumbrances involved in the processing of this escrow and you are hereby released of any responsibility or liability. 13. INDEMNIFY FOR ATTORNEY FEES AND COSTS: In the event suit is brought by any party to this escrow, including the title company or any other party, as against each other or others, including the title company, claiming any right they may. have -as against each other or against the -title company, then in that event, the parties hereto agree to indemnify and hold harmless the title company against any attorney fees and costs incurred by it. la. AMENDMENTS TO ESCROW INSTRUCTIONS: Any amendments or supplements to these escrow instructions must be in writing. These escrow instructions constitute the entire escrow between the escrow holder and the parties hereto. 15. SUPPLEMENTAL TAXES: Seller and Buyer acknowledge that the subject property may be subject to supplemental taxes due as a result of change of ownership taking place through this escrow. Any necessary adjustment due either party on receipt -of a supplemental tax bill will be made by the parties outside of this escrow and escrow holder is released of any liability in connection with same. 16. PRELIMINARY CHANGE OF OWNERSHIP: Prior to close of escrow Buyer will be sent a Preliminary Change of Ownership Report, which is required by the County t Recorder's office to accompany documents called for herein at the time of recording, in accordance with Section 480.3 of the Revenue and Taxation Code. Buyer is aware he must return the form completed and signed prior to close of escrow. If escrow holder does not receive this report prior to close of escrow, Buyer authorizes escrow holder to charge his account the sum of $20.00 which is the fee the County Recorder charges for recording the Deed without -the completed form. Buyer is hereby put on notice that the Assessor is required to mail out the form for completion later on if it has not been filed at close of escrow. 17. GOOD FUNDS LAW: The parties understand that all funds to close escrow must be deposited a sufficient number of days prior to close of escrow in order to comply with Section 12413.1 of the California Insurance Code. Generally speaking, wire transferred funds may be deposited into our escrow account anytime prior to the close of escrow. Cashier's checks and certified checks must be deposited into our escrow account the business day prior to the close of the escrow. 18. ESCROW TRUST FUNDS: Buyer and Seller acknowledge that the escrow holder will be depositing all funds in escrow into a NON-INTEREST bearing fiduciary account at one of the following banks: BANK OF AMERICA SECURITY PACIFIC BANK FIRST INTERSTATE BANK IMPERIAL BANK NAT'L BANK OF LONG BEACH METROBANK WELLS FARGO BANK GUARDIAN BANK 19. REPORTING TO THE INTERNAL REVENUE SERVICE: The Tax Reform Act of 1986•provides that First American Title Insurance Company must report to the Internal.Revenue Service. certain.. information regarding all real estate transactions. This information includes, among other things, the Seller's social security number and/or tax identification number and forwarding address, and the gross sale price of the transaction. This is not a requirement generated by First American Title Isurance Company, but rather a.means of complying with the new tax law. This information must be provided to First -American Title Insurance Company -upon the opening of escrow, and escrow cannot close, nor can -the Deed or -any other documents be -recorded until the. information is provided and the Seller certifies the accuracy of the information in writing.. By execution of -these escrow instructions, the parties acknowledge receipt of,this notice. 20. TAX REPORTING AND WITHHOLDING OBLIGATIONS OF THE PARTIES% STATE LAW: California Revenue and Taxation Code Sections 18805, 18815 and 26131 place special requirements for tax reporting and withholding on Buyers when (i) the selling price is greater than $100,000.00, and (ii) the Seller has not received a California Homeowners Property Tax Exemption during the year of the sale, and (iii) the funds to the transaction are to be disbursed to either (a) a Seller with a last known address outside of California, or (b) a financial intermediary of the Seller. The withholding rate is THREE AND ONE THIRD PERCENT (3 b 1/3%) of the selling price as defined in the statute. ' The Seller may request a wavier by contacting: FRANCHISE TAX BOARD Withhold at Source Unit P. O. Box 651 Sacramento, CA 95812-0651 (916)369-4900 FEDERAL LAW: Internal Revenue Code Section 1445 places special requirements for tax reporting and withholding on the parties to a real estate transaction wherein the Seller is a non-resident alien, a non- domestic corporation or partnership, a domestic corporation or partnership controlled by a non-residents or non-resident corporations or partnerships. With respect to both the State Law and Federal Law referred to above, the parties to this transaction are seeking an attorney's, accountant's or other tax specialist's opinion concerning the effect of these laws on this transaction or are relying on their own knowledge of these laves. The parties to this transaction are NOT acting on or relying upon any statements made or omitted by the escrow holder, title officer or other closing officer with respect to tax reporting or withholding requirements. SELLER INITIALS (_,,,__) ( ,,,�) BUYER INITIALS