HomeMy WebLinkAboutAGENDA REPORT 2018 0606 CCSA REG ITEM 09CCITY OF MOORPARK,
CALIFORNIA
City Council Meeting
of June 6, 2018
ACTION Adopted
Reso No. 2018-3706
BY M.Benson
Consider a Resolution Approving a Purchase and Sale Agreement for 125 Acres of
Open Space from Waste Management, Inc. at a Cost of $1,500,000 in the Vicinity of
Moorpark College; Consider a Surface Waiver Agreement with the California Resources
Production Corporation, Inc. to Pre-identify Two Oil Drilling Islands on the Site; and
Finding that these Actions Are Exempt from the Provisions of the California
Environmental Quality Act. Staff Recommendation: Adopt Resolution No. 2018 -____
to: 1) Find that approval of the Purchase and Sale Agreement with Waste Management
and approval of the Surface Waiver Agreement with the Califor nia Resources
Production Corporation are categorically exempt from CEQA, pursuant to Sections
15317 and 15325 of the CEQA Guidelines, California Code of Regulations, Title 14,
Chapter 3; 2) Authorize the City Manager to execute a Purchase and Sale Agreement,
and related documents, subject to final language approval by the City Manager and City
Attorney, to acquire the 125 acres comprising part of the Moorpark North-East Open
Space Property Purchase Project, as described in the staff report, from Waste
Management at a cost of $1,500,000; and 3) Authorize the City Manager to execute a
Surface Waiver Agreement with the California Resources Corporation, and related
documents, subject to final language approval by the City Manager and City Attorney, to
pre-identify two oil drilling islands on the site.
Item: 9.C.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Brian Chong, Assistant to the City Manager
DATE: May 23, 2018 (CC Meeting of 6/6/2018)
SUBJECT: Consider a Resolution Approving a Purchase and Sale Agreement
for 125 acres of Open Space from Waste Management, Inc. at a Cost
of $1,500,000 in the Vicinity of Moorpark College, Approving a
Surface Waiver Agreement with the California Resources Production
Corporation, Inc. to Pre-identify Two Oil Drilling Islands on the Site,
and Finding that these Actions Are Exempt from the Provisions of
the California Environmental Quality Act
SUMMARY
In 2014, the County of Ventura and City of Moorpark executed a Memorandum of
Understanding whereby the County would provide to the City $1,500,000 to fund the
acquisition of open space in the vicinity of Moorpark College. On October 18, 2017, the
City Council approved the purchase of 125 acres of open space from Waste
Management, Inc., subject to completion of environmental due diligence and final City
Council review of a Purchase and Sale Agreement for the transaction. Environmental
due diligence has been completed, and the final Purchase and Sale Agreement is now
being presented for City Council consideration.
The California Resources Production Corporation currently has a permit to operate an
oilfield over the subject property until 2033. A Surface Waiver Agreement is also being
presented to the City Council to pre-identify sites for potential future oil drilling activities.
By pre-identifying these sites, the City will be able to avoid them while designing a trail
system for the site. It should be noted that neither of the two proposed future drilling
islands is located on the 125-acre property currently being considered for purchase.
Rather, the property is part of the area being excluded for future oil drilling activities
under the Surface Waiver Agreement.
Item: 9.C.
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The City Council’s Priority Objectives for FY 2017/2018 and FY 2018/2019 include the
following goal:
Acquire property and easements for open space purposes to meet City’s
obligation as part of Sustainability Fee Memorandum of Understanding
with County of Ventura…
Acquisition of this property will fulfill this goal.
BACKGROUND
In 2014, the County of Ventura and the City of Moorpark executed a Memorandum of
Understanding (MOU, Attachment 3) whereby the County would provide to the City a
portion of the Sustainability Fees paid by the Simi Valley Landfill and Recycling Center.
Specifically, the MOU provides the City with $1,500,000 to fund the acquisition of open
space in the northerly and easterly vicinity of Moorpark College. On October 18, 2017,
the City Council approved the expenditure of the $1,500,000 to purchase 125 acres of
open space, located east of Moorpark College and immediately north of the 118
Freeway, from Waste Management, and approved various actions to accomplish the
transaction. Prior to completing the transaction, though, City Council approval of the
final Purchase and Sale Agreement is required.
On December 6, 2017, the City and Waste Management entered into a Memorandum of
Understanding reaffirming in writing the $12,000 per acre price of the property
authorized by the City Council. This Memorandum of Understanding also contained
provisions for Waste Management to donate one acre of land to the City, located at the
southeast corner of Campus Park Drive and Beragan Street, at no cost to the City, and
provisions for Waste Management to sell the remaining 130 acres of its property located
within the City limits at the same price of $12,000 per acre. These three projects
together comprise the Moorpark North-East Open Space Property Purchase Project.
While the first phase is being considered by the City Council at this time, staff
anticipates the two future transactions will be considered separately by the City Council
at its June 20, 2018 meeting, using the Purchase and Sale Agreement for this 125-acre
purchase as a template for those transactions.
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Left: Proposed 125-Acre Purchase Area (bordered in yellow); Right: Future Purchase Area (bordered in yellow)
The 2014 MOU with the County of Ventura is set to expire on September 30, 2018, at
which point the $1,500,000 of the County’s Sustainability Fees’ funding will lapse. Staff
does not anticipate needing this much time to complete the transaction.
DISCUSSION
On October 18, 2017, the City Council took various actions related to the Moorpark
North-East Open Space Property Purchase Project.
• Approved a final project budget of $1,675,000 for the Moorpark North-East Open
Space Property Purchase Project, consisting of the $1,500,000 in County funding
for the property acquisition and $175,000 in acquisition costs, such as
environmental due diligence, civil engineering, and escrow costs.
• Approved the 125 acres to purchase, located east of Moorpark College and
immediately north of the 118 Freeway.
• Approved a conservation easement, subject to final approval by the City
Manager and City Attorney, to the County of Ventura, as required by the MOU
with the County as a condition of using the County’s funds.
• Found that the Moorpark North-East Open Space Property Purchase Project is
categorically exempt from CEQA pursuant to Sections 15317 and 15325 of the
CEQA Guidelines.
The City Council also directed staff to finalize and bring back a Purchase and Sale
Agreement for the 125-acre purchase for City Council review and approval once
environmental due diligence was completed.
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Purchase and Sale Agreement
The attached Purchase and Sale Agreement (Attachment 2) contains the following:
• Escrow Instructions: The Agreement includes escrow instructions for the real
estate transaction, including a purchase price of $1,500,000.
• Reservation of Mineral Rights by Waste Management: Waste Management
reserves its ownership of mineral rights on the property, including the existing
oilfield lease over the property.
• Oilfield Operator Maintains Environmental Liability for Oilfield Activities:
The California Resources Production Corporation currently has rights to operate
an oilfield on the site, although no active oil drilling is currently taking place on
the property. CRC will maintain environmental liability for oilfield-related
environmental damage.
• Limitation on Construction of Apparatus Visible from 118 Freeway:
Permanent drilling apparatus in connection with mineral rights extraction shall not
be visible from the 118 Freeway. During construction of such drilling apparatus,
however, construction equipment (such as a crane) may be temporarily visible
from the 118 Freeway during construction.
• Future Use Restrictions on Property: Waste Management wants to maintain a
buffer distance from such development and its Simi Valley Landfill and Recycling
Center. As such, residential uses and “sensitive receptors,” as defined by the
Ventura County Air Quality Assessment Guidelines (such as schools, hospitals,
and day care centers), are prohibited. A visitor’s center, however, is specifically
allowed on the property, should the City desire to construct one in the future.
Final Approval Needed by Ventura County Board of Supervisors
The Ventura County Board of Supervisors is scheduled to consider final approval of the
125-acre purchase area and acceptance of the conservation easement granted by the
City to the County at its June 19, 2018 meeting. The City Council previously approved
both on October 18, 2017, so no additional action is needed by the City on these
matters at this time. However, escrow cannot close until the Board of Supervisors gives
its final approval.
Future Oilfield Activity
On April 27, 1948, the County of Ventura issued Special Use Permit No. 23 to the Union
Oil Company to operate an oilfield over the subject site, as well as adjacent areas
located in portions of the City of Simi Valley and unincorporated Ventura County. The
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Special Use Permit grants the California Resources Production Corporation (CRC), the
successor to the Union Oil Company, to undertake oil and gas exploration and
extraction anywhere within the 256 acres comprising the Moorpark North-East Open
Space Property Purchase Project, with no discretionary decisions by the City. Rather,
ministerial permits would be issued over the counter by the City’s Community
Development Department. It should be noted that the County’s conservation easement
would also not apply to CRC’s rights because CRC’s rights from the County Special
Use Permit predate the conservation easement.
Because of the potential conflict between CRC’s rights to construct oilfield apparatus
anywhere on the site and the City’s open space preservation and recreational trail
system goals, staff and representatives from CRC met to discuss how the two uses can
develop cooperatively. The discussions were very productive, as neither the City nor
CRC wants a recreational trail and an oilfield drill site to be located next to each other.
The result of the discussions is a “Surface Waiver Agreement” between the City and the
California Resources Production Corporation, which is provided as Exhibit D to the
Purchase and Sale Agreement.
Under the Surface Waiver Agreement, CRC agrees to limit its future oilfield
development to two pre-set drill islands. Neither site is visible from the 118 Freeway,
and neither is located on the 125 acres currently being considered for purchase. With
certainty as to where future drill sites may be located, the City can then design and
construct a recreational trail system across the property without worry that a drill site will
be built right next to a trail.
The Surface Waiver Agreement also requires an access and utility easement to be
granted to CRC to its current and future drill sites. The Agreement also contains a
clause allowing the City and mineral rights owner (and, by extension, CRC) to relocate
the existing or future access and utility easements by mutual consent. Thus, there is a
mechanism to relocate current dirt roads on the site, if needed to construct the City’s
desired trail system. None of the current or future drill sites are located on the 125
acres currently being considered for purchase.
Finally, as part of the Surface Waiver Agreement, CRC will maintain liability for any
environmental damage caused by its oilfield activities, as described in further detail in
the following section.
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Above: Current Drill Sites (yellow), Future Drill Sites (Pads A and B), and
Access and Utility Easements (Blue)
Special Use Permit No. 23 will expire on October 29, 2033. Oilfield operations beyond
that date would require City approval of a modification to that permit, or approval of a
new Conditional Use Permit. Both are quasi-judicial actions by the City Council.
Environmental Due Diligence
The City has completed civil engineering work and multiple environmental studies on
the entirety of the 256 acres of Waste Management-owned open space within the City
limits, including the 125-acre area currently being considered for purchase. A Phase I
Environmental Site Assessment, a Geophysical Survey to locate oilfield-related
infrastructure, and a Phase II Environmental Site Assessment were completed by the
City to comply with the All Appropriate Inquiries (AAI) standard under the federal
Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA)
and the state’s Carpenter-Presley-Tanner Hazardous Substance Account Act. Because
the City completed an AAI investigation, it is eligible for an “Innocent Landowner”
defense under CERCLA, whereby the City can shield itself from liability when a
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hazardous substance release was caused solely by a third party, such as an oilfield
operator.
The environmental studies found levels of contamination expected from historical oilfield
activities stemming from eight active oil wells on the northern half of the site (none on
the 125 acres currently being considered) and related infrastructure, including inactive
wells, pipelines, and access roads that were historically sprayed with oil for dust
suppression. The City’s environmental consultant concluded that the current conditions
at the site, combined with the City’s planned future use, do not pose a threat to the
public. Trails would not be built adjacent to existing and future oil wells, so there would
not be a threat posed from that interface. The contaminated soil caused by the old
roads is essentially encapsulated beneath pavement. If a trail is constructed over an
area of degraded pavement, repaving those areas would prevent the public from
coming into contact with contaminated soil.
As mentioned above, CRC will retain responsibility for the oilfield-related environmental
contamination and remediation of the site pursuant to the proposed Surface Waiver
Agreement (Attachment 4) between the City and CRC. CRC currently provides this
level of indemnification and responsibility to Waste Management. Execution of the
Agreement is required as a condition of the Purchase and Sale Agreement.
CEQA
The Community Development Director has reviewed the recommended City Council
actions proposed in this report and determined that they are categorically exempt from
the provisions of the California Environmental Quality Act (CEQA). The Director has
concluded that the proposed approvals of the Purchase and Sale Agreement and the
Surface Waiver Agreement are exempt to CEQA pursuant to Section 15317 of the
CEQA Guidelines, which specifically exempts the acceptance of fee interests or
easements in land in order to maintain the open space character of the area. The
Director has further concluded that the proposed project is also exempt to CEQA
pursuant to Section 15325, which exempts the acquisition of land to preserve open
space and specifically includes the acquisition of land for park purposes. This
conclusion is consistent with the City Council’s past finding that the entire Moorpark
North-East Open Space Property Purchase Project is exempt from CEQA under the
same Sections. Furthermore there is no substantial evidence that the recommended
City Council actions will result in significant effects on the environment due to
cumulative effects, unusual circumstances, adverse effects on scenic resources within a
state scenic highway, or historic resources, and the site is not on any of any list of
hazardous waste sites compiled pursuant to Section 65962.5 of the Government Code.
Accordingly, no further environmental documentation is needed.
FISCAL IMPACT
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No additional budget appropriations are required for approval of the Purchase and Sale
Agreement. However, approval of the Agreement will result in the previously-approved
expenditure of the $1,500,000 in County MOU funds for the purchase of 125 acres of
open space, as well previously-approved funds in professional and legal services for the
project.
City staff can absorb the maintenance costs for the open space, once acquired, within
its existing FY 2017/18 budget. Ongoing annual maintenance costs of $10,000 per year
have been incorporated into the FY 2018/19 and subsequent budgets.
STAFF RECOMMENDATION
Adopt Resolution No. 2018-___ to:
1. Find that approval of the Purchase and Sale Agreement with Waste Management
and approval of the Surface Waiver Agreement with the California Resources
Production Corporation are categorically exempt from CEQA, pursuant to
Sections 15317 and 15325 of the CEQA Guidelines, California Code of
Regulations, Title 14, Chapter 3; and
2. Authorize the City Manager to execute a Purchase and Sale Agreement, and
related documents, subject to final language approval by the City Manager and
City Attorney, to acquire the 125 acres comprising part of the Moorpark North-
East Open Space Property Purchase Project, as described in the staff report,
from Waste Management at a cost of $1,500,000; and
3. Authorize the City Manager to execute a Surface Waiver Agreement with the
California Resources Production Corporation, and related documents, subject to
final language approval by the City Manager and City Attorney, to pre-identify two
oil drilling islands on the site.
Attachment 1 – Resolution
Attachment 2 – Proposed Purchase and Sale Agreement
Attachment 3 – Memorandum of Understanding between City and County
Attachment 4 – Proposed Surface Waiver Agreement with California Resources
Production Corporation
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RESOLUTION NO. 2018-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, APPROVING A PURCHASE
AND SALE AGREEMENT FOR 125 ACRES OF OPEN
SPACE FROM WASTE MANGEMENT, INC., APPROVING
A SURFACE WAIVER AGREEMENT WITH THE
CALIFORNIA RESOURCES PRODUCTION
CORPORATION, INC. TO PRE-IDENTIFY TWO DRILLING
ISLANDS; AND FINDING THAT THESE ACTIONS ARE
EXEMPT FROM THE PROVISINOS OF CEQA
WHEREAS, on November 19, 2014, the City of Moorpark (City) and County of
Ventura (County) executed a Sustainability Fee Memorandum of Understanding
whereby the County would provide the City with $1,500,000 in funding for the
acquisition of open space and conservation easements within a designated area located
in northeastern Moorpark; and
WHEREAS, on October 18, 2017, the City Council approved the expenditure of
the $1,500,000 to purchase 125 acres of open space, located east of Moorpark College
and immediately north of the 118 Freeway, from Waste Management (the Moorpark
North-East Open Space Property Purchase Project), subject to completion of
environmental due diligence and development of a Purchase and Sale Agreement; and
WHEREAS, the City has completed its environmental due diligence and
developed a Purchase and Sale Agreement with Waste Management; and
WHEREAS, the California Resources Production Corporation holds a current
Special Use Permit (SUP No. 23) from the County of Ventura to operate an oil field
anywhere on the 125-acre site described above; and
WHEREAS, the City Council desires to approve the Purchase and Sale
Agreement and complete the acquisition of the 125 acres of open space described
above; and
WHEREAS, the City Council and California Resources Production Corporation
desire to identify two specific sites on the property for future drilling infrastructure, while
ensuring the rest of the area will not be eligible for future drilling infrastructure; and
WHEREAS the City Council and California Resources Production Corporation
have developed a Surface Waiver Agreement to memorialize their desire; and
WHEREAS, the Community Development Director has reviewed these proposed
City Council actions and determined that they are categorically exempt from the
provisions of the California Environmental Quality Act (CEQA) in that the proposed
approvals of the Purchase and Sale Agreement and the Surface Waiver Agreement are
exempt to CEQA pursuant to Section 15317 of the CEQA Guidelines (Class 17
Categorical Exemption), which specifically exempts the acceptance of fee interests or
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easements in land in order to maintain the open space character of the area. The
Director has further concluded that the proposed project is also exempt to CEQA
pursuant to Section 15325 of the CEQA Guidelines (Class 25 Categorical Exemption),
which exempts the acquisition of land to preserve open space and specifically includes
the acquisition of land for park purposes. This conclusion is consistent with the City
Council’s past finding that the entire Moorpark North-East Open Space Property
Purchase Project is exempt from CEQA under the same Sections. Furthermore there is
no substantial evidence that the proposed City Council actions will result in significant
effects on the environment due to cumulative effects, unusual circumstances, adverse
effects on scenic resources within a state scenic highway, or historic resources, and the
site is not on any of any list of hazardous waste sites compiled pursuant to Section
65962.5 of the Government Code.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. ENVIRONMENTAL DETERMINATION: The City Council, based on
its own independent analysis and judgment, concurs with the Community Development
Director’s determination that the proposed approvals of the Purchase and Sale
Agreement and the Surface Waiver Agreement are exempt to CEQA pursuant to
Section 15317 of the CEQA Guidelines (Class 17 Categorical Exemption), which
specifically exempts the acceptance of fee interests or easements in land in order to
maintain the open space character of the area, and that the proposed project is also
exempt to CEQA pursuant to Section 15325 of the CEQA Guidelines (Class 25
Categorical Exemption), which exempts the acquisition of land to preserve open space
and specifically includes the acquisition of land for park purposes. This conclusion is
consistent with the City Council’s past finding that the entire Moorpark North-East Open
Space Property Purchase Project is exempt from CEQA under the same Sections.
Furthermore there is no substantial evidence that the proposed City Council actions will
result in significant effects on the environment due to cumulative effects, unusual
circumstances, adverse effects on scenic resources within a state scenic highway, or
historic resources, and the site is not on any of any list of hazardous waste sites
compiled pursuant to Section 65962.5 of the Government Code. Accordingly, no further
environmental documentation is needed.
SECTION 2. The City Council hereby authorizes the City Manager to execute a
Purchase and Sale Agreement, and related documents, subject to final language
approval by the City Manager and City Attorney, to acquire the 125 acres comprising
part of the Moorpark North-East Open Space Property Purchase Project, as described
in the staff report, from Waste Management at a cost of $1,500,000.
SECTION 3. The City Council hereby authorizes the City Manager to execute a
Surface Waiver Agreement with the California Resources Production Corporation, and
related documents, subject to final language approval by the City Manager and City
Attorney, to pre-identify two oil drilling islands on the site.
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SECTION 4. The City Clerk shall certify to the adoption of this resolution and
shall cause a certified resolution to be filed in the book of original resolutions.
PASSED AND ADOPTED this 6th day of June, 2018.
__________________________________
Janice S. Parvin, Mayor
ATTEST:
___________________________________
Maureen Benson, City Clerk
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AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE OF PROPERTY AND JOINT
ESCROW INSTRUCTIONS (this “Agreement”) dated as of ______________, 2018 by and between
Waste Management of California, Inc., a California corporation (“Seller”) and the City of Moorpark,
a California municipal corporation (“Buyer ” or “City”).
RECITALS
A. Seller is the owner of a parcel of unimproved real property consisting of
approximately 125 acres located in the City of Moorpark, Ventura County, California, and more
particularly described in Exhibit A attached hereto and incorporated herein by this reference (the
“Property”).
B. The Property is part of a regional wildlife corridor that connects the Sierra Madre
Mountains. The Property is zoned Open Space 40-acre Zone (OS-40ac) and has a General Plan
Designation of Open Space 2. The City desires to purchase from Seller, and Seller desires to sell the
Property to the City for a public use, namely open space purposes and all uses necessary or
convenient thereto. The purchase of the Property by the City will further many of the goals of the
Open Space, Conservation, and Recreation Element of the City’s General Plan. It will preserve and
enhance the aesthetic and visual qualities of the City with scenic topographic features that promote
the quality of life that the residents of the City pursue. It will also conserve, preserve, and enhance
the quality of biological and physical environments; maintain and enhance open space and
designated non-growth areas for conservation purposes; and maintain open space lands that are well
suited to their intended uses, and that will result in the most efficient use of the land for the
convenience, health, safety, and pleasure of the City and vicinity.
C. The City will purchase the Property from Seller, and Seller will sell the Property to
the City, subject to the terms and conditions set forth in this Agreement.
Now, therefore, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Buyer and Seller agree as follows:
TERMS AND CONDITIONS
1. Certain Definitions.
1.1 “Approval Date” means the last day of the Due Diligence Period.
1.2 Business Day” or “business day” shall mean any day other than Saturday, Sunday or a
day on which banks in California are permitted or required to close for business.
1.3 “Buyer Material Default” means the failure of the Closing to occur by reason of (i)
Buyer’s failure to comply with its material obligations under this Agreement, (ii) failure of Buyer’s
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representations and warranties to be true at the Closing; and (iii) the impairment of title as a result of
an action (or lack thereof) by Buyer.
1.4 “Cash” shall mean immediately available U.S. funds transferred by wire transfer.
1.5 “Closing” and “Close of Escrow” are terms used interchangeably in this Agreement.
The Closing or the Close of Escrow shall be deemed to have occurred when the actions provided for
in Section 7, below, have all occurred. The Closing/Close of Escrow shall occur on or before the
Closing Deadlines, time being of the essence.
1.6 “Closing Date” means the date on which the Closing/Close of Escrow occurs.
1.7 “Closing Deadlines” means the last date on which the Closing must occur. The
Closing Deadline with respect to the Property is that date that is one hundred twenty (120) days from
the Effective Date, time being of the essence; provided, however, that if, on or before the Approval
Date, Buyer has approved (or is deemed to have approved) the Permitted Exceptions to Title
pursuant to Section 10, waived any conditions to Closing pursuant to Sections 11 or 12, and
deposited the Additional Deposit into Escrow, Buyer may extend the Closing Deadline for up to an
additional sixty (60) days.
1.8 “Deposit” means and includes the “Initial Deposit” of $50,000 and the “Additional
Deposit” of $50,000, both made in Cash, together with interest earned, if any, while held by Escrow
Holder.
1.9 “Due Diligence Period” means the period starting on the Effective Date and ending at
5:00 p.m. local time on the 90th day after the Effective Date, time being of the essence.
1.10 “Effective Date” is defined in Section 2.
1.11 “Effective Date Notice” is defined in Section 2.
1.12 “Escrow” is defined in Section 5.
1.13 “Escrow Holder” means Lawyers Title Company.
1.14 “Landfill Property”, is defined as the 125-acre parcel comprising the “Property” and is
described more particularly at Exhibit “B” hereto.
1.15 “Property” is defined in Recital A.
1.16 “Purchase Price” means One Million Five Hundred Thousand Dollars ($1,500,000).
1.17 “Purchase Proceeds” is defined in Section 6.2(a).
1.18 “Seller Material Default” means the failure of the Closing to occur by reason of (i)
Seller’s failure to comply with any of its material obligations under this Agreement; (ii) the failure of
any of Seller’s representations and warranties to be true at the Closing; (iii) material impairment of
title resulting from an action taken by Seller after the Effective Date and/or after Buyer has approved
the Permitted Exceptions to Title, or (iv) a lis pendens being recorded against the Property by a
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person allegedly claiming through Seller (but not under Seller’s control).
1.19 “Title Company” means Lawyers Title Company.
1.20 “Title Policy” means an ALTA standard coverage owner’s title insurance policy for
the full amount of the portion of the Purchase Price applicable to the portion of the Property then
Closing, issued by Title Company showing title vested in Buyer, subject only to current taxes and the
Permitted Exceptions.
2. Effective Date. The term “Effective Date” shall mean the date on which all of the following
have occurred: (i) this Agreement has been executed by both Seller and Buyer, (ii) Buyer has
delivered the Initial Deposit to Escrow Holder, and (iii) a copy of this fully-executed Agreement has
been delivered to Escrow Holder. Within one business day from the completion of the foregoing, the
parties shall acknowledge the Effective Date in writing to each other and the Escrow Holder (the
“Effective Date Notice”).
3. Purchase and Sale. Subject to and on the terms and conditions set forth in this Agreement,
Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property for the Purchase
Price, payable in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) on
Closing. Possession of the Property shall be delivered to Buyer on the Closing.
4. The Deposits and Disposition of the Deposits. Buyer shall deliver the Initial Deposit to
Escrow Holder concurrently with the delivery of a copy of the fully-executed Agreement to the
Escrow Holder.
4.1 If Buyer terminates (or is deemed to have terminated) this Agreement on or before the
Approval Date, Escrow Holder shall return the Initial Deposit to Buyer upon receipt of escrow
cancellation instructions to that effect directed to Escrow Holder signed by Buyer.
4.2 If Buyer has not, on or before the Approval Date, timely terminated (or be deemed to
have terminated) this Agreement, and Seller shall not be in default, Escrow Holder is authorized and
instructed to disburse the Initial Deposit to Seller one (1) business day following Buyer’s delivery of
the Additional Deposit to Escrow Holder. This disbursement of the Initial Deposit shall be made
without further instructions from Buyer or Seller. Buyer and Seller jointly and severally release
Escrow Holder from any and all liability and/or claims of any kind or nature whatever arising from
its distribution of the Initial Deposit to Seller under the provisions of this Section 4.2.
4.3 If Buyer has not, on or before the Approval Date, timely terminated this Agreement,
and Seller is not in default, Buyer shall deliver the Additional Deposit to Escrow Holder within five
(5) business days following the Approval Date. Failure to timely deliver the Additional Deposit on
or before the date which is five (5) business days following the Approval Date shall not constitute a
default under this Agreement but rather shall be deemed an election by Buyer to terminate this
Agreement, in which case the Initial Deposit shall be returned to Buyer in accordance with Section
4.1, above all without liability or obligation thereafter to Seller and/or the Escrow Holder, provided
that the cancellation escrow instructions required by Section 4.1 are signed by Buyer and delivered to
Escrow Holder within seven (7) business days of the Approval Date.
4.4 The Deposit shall be applied to the Purchase Price at the Closing.
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4.5 Escrow Holder shall place the Initial Deposit and the Additional Deposit in an interest
bearing account. All interest earned on each component of the Deposit shall be paid by Escrow
Holder to the party receiving either the Initial Deposit or Additional Deposit, respectively, pursuant
to the provisions of this Agreement
5. Escrow.
5.1 Opening; Joint Instructions. The sale of the Property shall be completed through an
escrow (the “Escrow”) at the office of Escrow Holder. This Agreement shall constitute joint escrow
instructions to the Escrow Holder in connection with the Escrow. The Escrow shall be deemed to be
“opened” on the Effective Date.
5.2 General and Additional Instructions. Buyer and Seller hereby agree to execute
such General and Additional Instructions not inconsistent with this Agreement as may be reasonably
required by Escrow Holder and to carry forward the terms and provisions of this Agreement. In the
event of any conflict between the provisions of said General and Additional Instructions and this
Agreement, the provisions of this Agreement shall prevail. The execution of such General and
Additional instructions shall not be a pre-condition to the enforceability of this Agreement.
Notwithstanding the other provisions of this Agreement, Escrow Holder is authorized to act based on
said instructions executed by Buyer and Seller transmitted to Escrow Holder by electronic mail or
facsimile.
6. Deliveries to Escrow Holder.
6.1 Deliveries by Seller. Provided a Buyer Material Default is not then existing after any
notice and opportunity to cure required to be given to Buyer has been provided, Seller shall deliver to
Escrow Holder, prior to the Closing Date, the following:
(a) a grant deed duly executed and acknowledged by Seller and in recordable
form, conveying the Property which is Closing in the form attached hereto as Exhibit B (the “Grant
Deed”); Buyer specifically acknowledges and agrees that Seller shall retain the following mineral
rights: (i) mineral rights consistent with the exploitation of mineral resources on the Property of
every kind and character now known to exist or hereafter discovered within or underlying the
Property below the top 500 feet thereof, together with the right to develop and/or extract the same
without, however, the right to enter, drill, dig, or mine through the top 500 feet of said Property or
interfere with Buyer’s use of the Property, and (ii) the rights granted by Seller to California
Resources Production Corporation, as agent of and operator for its affiliate California Resources
Petroleum Corporation (previously registered as Vintage Production California, LLC) pursuant to
that certain Oil, Gas and Mineral Lease dated July 15, 2014, a redacted copy of which is attached
hereto as Exhibit C (the “OG&M Lease”). Seller expressly acknowledges and agrees that Seller and
its successors and assigns shall not construct any permanent drilling apparatus in connection with
Seller’s reservation of mineral rights on the Property or use of the Property for oil field and related
purposes that is visible from the 118 Freeway. Buyer acknowledges that this Agreement shall not
transfer the OG&M Lease to Buyer, and that Seller shall retain all rights under the OG&M Lease
(including, but not limited to the right to receive any rents, royalties or other payments);
(b) copies of any material agreements relating to the Property, including but not
limited to any leases or licenses;
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(c) a Certificate of Non-Foreign Status in form reasonably required by Escrow
Holder, duly executed by Seller together with a properly executed California Form 590RE or other
evidence sufficient to establish that Seller is not required to withhold any portion of the Purchase
Price pursuant to Sections 18805 and 26131 of the California Revenue and Taxation Code (the
“Certificates”); and
(d) such lien affidavits, owner indemnity agreement and corporate resolutions
relating to the Property and Seller as are reasonably required by Title Company in connection with
this transaction.
6.2 Deliveries by Buyer. Provided Seller has made the deliveries set forth above, Buyer
shall deliver or cause to be delivered to Escrow Holder prior to the Closing Date, the following:
(a) in Cash, the portion of the Purchase Price applicable to that portion of the
Property which is closing, less the applicable Deposit, and less any net proration credit in favor of
Buyer or plus any net proration debit charged to Buyer, such amount being hereafter referred to as
the “Purchase Proceeds” and all costs and expenses to be paid by Buyer under this Agreement; and
(b) such municipal resolutions relating to Buyer as are reasonably required by
Title Company in connection with this transaction.
6.3 Deliveries by Buyer and Seller. Buyer and Seller shall each deposit or cause to be
deposited such other instruments consistent with this Agreement as are reasonably required by
Escrow Holder or otherwise required to close Escrow. In addition, Buyer and Seller hereby
designate the Escrow Holder as the “Reporting Person” for the transaction pursuant to Section
6045(e) of the Internal Revenue Code.
7. Actions at Closing.
7.1 At the Closing, the Escrow Holder shall do the following:
(a) cause the Grant Deed to be recorded in the Office of the Recorder of Ventura
County, California;
(b) cause the Surface Waiver Agreement to be recorded in the Office of the
Recorder of Ventura County, California;
(c) cause the Certificates to be delivered to Buyer;
(d) wire transfer to Seller the Purchase Proceeds, less costs and expenses to be
paid by Seller under this Agreement, in accordance with the wire transfer instructions that Seller will
provide to Escrow Holder during Escrow;
(e) if Escrow Holder continues to hold funds, after paying all costs and fees
allocated to Buyer under this Agreement and paying the Purchase Proceeds to Seller, deliver the said
remaining funds to Buyer;
(f) send completed IRS Form 1099 to the Internal Revenue Service; and
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(g) deliver to Buyer the original Title Policy.
8. Costs and Expenses.
8.1 Seller. Seller shall pay the cost of: (i) all documentary transfer taxes and recording
costs and fees attributable to the conveyance to Buyer and recordation of the Grant Deed; (ii) 50% of
all escrow fees and costs charged by Escrow Holder; and (iii) the premium for the Title Policy.
8.2 Buyer. Buyer shall pay: (i) one-half of all escrow fees and costs charged by Escrow
Holder; and (ii) if Buyer so elects, the additional premium over and above the premium for the Title
Policy payable by Seller to obtain “extended coverage” and such other endorsements and/or title
coverage required by Buyer.
9. Prorations.
9.1 Taxes and Assessments. All non-delinquent real estate taxes and current
installments of assessments affecting the Property shall be prorated between Seller and Buyer as of
the Close of Escrow based on the final tax bill for the current year, or if not yet issued based on the
assessed value of the Property as determined by the assessor in its notice of assessed valuation for the
current year, if available, and if not available, on 102% of the assessed value of the Property reflected
in the tax bill for the prior tax year. All delinquent taxes and assessments, if any, affecting the
Property shall be paid at the Close of Escrow from funds accruing to Seller. Any refunds of real
estate taxes and assessments attributable to the period prior to the Close of Escrow shall be paid to
Seller whether such receipts occur before or after said Close of Escrow. Seller shall be responsible
for the payment of all delinquent real estate taxes and any supplemental taxes based on events
occurring prior to the Close of Escrow and Buyer shall be responsible for the payment of
supplemental taxes based on this transaction and events occurring after the Close of Escrow.
9.2 Method of Proration. All prorations shall be made as of the Closing Date based on a
three hundred sixty-five (365) day year or thirty (30) day month, as applicable.
10. Review of Title; Permitted Exceptions; Title.
10.1 Review of Title. Within five (5) days from the Effective Date, Seller shall obtain
from Title Company, at its cost, and deliver to Buyer a preliminary title report for the Property,
including a copy of all documents of record that appear as exceptions (the “Preliminary Report”).
The Preliminary Report shall include all matters affecting title to the Property. Buyer s hall have
fifteen (15) business days following receipt of such report and documents within which to disapprove
title exceptions by written notice to Seller. Failure to give written notice of disapproval to Seller of
some or all of the exceptions shall be deemed to be approval of all exceptions, except for monetary
liens, including, but not limited to, current taxes. If Buyer disapproves any exceptions, Seller shall
have 10 calendar days within which to agree in writing to remove the exception(s) by the Close of
Escrow. Seller’s failure to give written agreement to Buyer regarding Seller’s agreement to remove
the exceptions(s) disapproved by Buyer shall be deemed to be a refusal, except that Seller shall
automatically be deemed to agree to remove monetary liens, including, but not limited to, current
taxes. If Seller does not timely agree to remove exceptions properly and timely disapproved by
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Buyer, Buyer may terminate this Agreement by written notice to Seller.
10.2 Permitted Title Exceptions. The printed boilerplate exceptions of the title policy
(except for those eliminated based on a typical owner’s affidavit/certificate), liens for property taxes
and assessments not yet due, and any title exceptions approved by Buyer hereunder are collectively
referred to herein as the “Permitted Exceptions”. If Buyer waives, in writing, its previous
objection(s) under Section 10.1 to matters affecting title to the Property, the title matters that were
the subject of the waived objection(s) will become Permitted Exceptions.
If the Agreement is terminated pursuant to Section 10.1, all funds deposited by Buyer
with Escrow shall be returned to Buyer (less Buyer’s share of escrow cancellation charges), and this
Agreement will have no further force and effect. Notwithstanding the foregoing, Seller shall cause
the removal from the Title Policy, prior to Closing, of all monetary encumbrances recorded against
the Property, other than liens recorded as a result of acts or omissions of Buyer.
10.3 Title. At the Close of Escrow, fee title to the Property shall be conveyed by Seller to
Buyer, subject to the following:
(a) the Permitted Exceptions; and
(b) matters affecting the condition of title created by or with the written consent of
Buyer in accordance with this Agreement.
11. Conditions to Buyer’s Consummation of the Transaction Contemplated by this
Agreement. The execution and acknowledgment of a Surface Waiver Agreement by California
Resources Production Corporation, a Delaware corporation, as agent of and operator for its affiliate
California Resources Petroleum Corporation, a Delaware Corporation (formerly registered under the
name Vintage Production California, LLC, a Delaware limited liability company) and Buyer
substantially in the form attached hereto as Exhibit D, and following matters are conditions
precedent to the consummation by Buyer of the transaction contemplated by this Agreement:
11.1 Due Diligence Inspection of the Property. During the Due Diligence Period,
Buyer may conduct a due diligence investigation of the Property. Prior to the Closing, Buyer and its
designated agents, contractors, engineers, architects and consultants (collectively “Buyer’s Agents”)
shall have the right at Buyer’s risk and liability, to enter onto the Property to the extent necessary in
Buyer’s sole discretion for the purpose of surveying, planning studies, conducting soil tests,
environmental tests, engineering studies and the like; provided, however, that Buyer shall not
conduct any invasive studies without the prior written consent of Seller, which Seller shall not
unreasonably withhold. All aspects of Buyer’s due diligence inspection and review of the Property
shall be performed at Buyer’s sole expense. During entry on the Property for purposes of the due
diligence investigation, Buyer shall maintain in full force and effect comprehensive general liability
insurance with coverage of not less than One Million Dollars ($1,000,000) naming Seller as
additional insured. A copy of such insurance shall be delivered by Buyer to Seller.
11.2 Matters to be Reviewed. Buyer ’ inspection of the Property during the Due Diligence
Period may include all matters affecting the Property, determined in Buyer’s sole discretion,
including, but not limited to, the matters set forth in Sections 10.1, 11.1, and 11.2. Seller shall
reasonably cooperate with Buyer’s inspection of the Property and shall promptly respond to all
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reasonable inquiries by Buyer and its agents and employees relating to the Property.
(a) The physical condition of the Property, including without limitation, soil
conditions, the status of the Property with respect to asbestos and other hazardous and toxic
materials, all matters disclosed by a Phase I Environmental Report, if any, and compliance of the
Property with all applicable laws, including any laws relating to hazardous and toxic materials.
Seller shall allow Buyer and/or its agents reasonable access to the Property to perform any and all
investigations and inspections desired by Buyer (provided that any entry shall be in conformity with
the provisions set forth in Sections 11.1 and 11.5);
(b) All applicable government ordinances, rules and regulations and evidence of
compliance of the Property therewith, including without limitation, zoning and building regulations;
(c) All existing licenses, permits, final tract maps, grading plans and other
governmental approvals and/or authorizations relating to the Property; and
(d) All agreements, contracts, documents, instruments, reports and surveys
relating to the Property, including but not limited to all material matters of any kind or nature relating
to the use of the Property.
11.3 Due Diligence Documents. Within seven (7) days of the Effective Date, Seller shall
make available to Buyer, for review and/or copying, documents and materials relating to the
Property, including, without limitation, all plans, specifications, drawings, permits and all of the
following documents relating to the Property which are reasonably available to Seller (collectively,
the “Due Diligence Documents”):
(a) any soils or toxic materials reports, engineering tests, environmental or
geological studies, and similar data pertaining to any portion of the Property, including a summary of
environmental indemnities pertaining to the Property and/or otherwise benefiting Seller; and
(b) any reports relating to water supply, quality, and volume relating to the
Property.
11.4 Buyer’s Right to Terminate Agreement. If Buyer, in its sole and absolute
discretion, disapproves any aspect of its due diligence inspection of the Property, Buyer shall have
the right, in its sole and absolute discretion, to terminate this Agreement by giving written notice of
such election to Seller and Escrow Holder at any time during the Due Diligence Period. If Buyer
terminates this Agreement prior to the expiration of the Due Diligence Period pursuant to the
provisions of this Section 11.4, this Agreement shall automatically terminate, the Deposit shall be
returned by Escrow Holder to Buyer, and neither party shall have any further rights or obligations
under this Agreement. If Buyer does not terminate this Agreement during the Due Diligence Period
as set forth in this Section 11.4, following Buyer’s receipt of a written demand by Seller requesting
that Buyer waive its right to terminate under this Section 11.4 in writing and the passage of two (2)
business days in which Buyer fails to either do so or respond, Buyer shall be deemed to have elected
to terminate this Agreement, in which case the Initial Deposit shall be returned to Buyer in
accordance with Section 4.1, above all without liability or obligation thereafter to Seller and/or the
Escrow Holder.
11.5 Entry. Buyer and Buyer’s agents shall have the right, at reasonable times during the
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Due Diligence Period and upon forty-eight (48) telephonic hours notice to Seller to enter upon the
Property for the purpose of conducting Buyer’s due diligence inspection. In this regard, Buyer agrees
that:
(a) Buyer shall indemnify, defend and hold Seller harmless for, from and against
any and all claims, damages, costs, liabilities and losses (including mechanics’ liens) arising out of
any entry by Buyer or its agents, designees or representatives, excepting those claims, damages,
costs, liabilities and losses arising solely out of Buyer’s discovery of pre-existing conditions (this
indemnity provision shall survive the Closing or any earlier termination of this Agreement); and,
(b) Buyer shall restore the real property portion of the Property as close as
possible to the condition it existed in prior to any Buyer testing or inspection, at Buyer’s sole cost
and expense. Until restoration is complete, Buyer shall take all steps reasonably necessary to ensure
that any and all conditions on the Property created by Buyer’s testing shall not interfere with the
normal operation of the Property or create any dangerous, unhealthy, unsightly or noisy conditions on
the Property.
11.6 Buyer’s Right to Terminate Agreement. In the event the contingencies set
forth in Section 12.1 below are not satisfied on or before the Closing Deadline, Buyer shall have the
right in its sole discretion and without liability to Seller to terminate this Agreement. In such event,
the respective funds deposited in Escrow by Buyer and Seller shall be returned by Escrow Holder to
Buyer and Seller (less each party’s share of any escrow cancellation charges). In such case, Seller
will deposit with Escrow Holder, for disbursement to Buyer, any portion of the Deposit previously
distributed to Seller by Escrow Holder under the provisions of this Agreement.
12. Conditions to Close of Escrow.
12.1 Closing Date Conditions to Buyer’s Obligation to Close Escrow. The following
are additional conditions precedent to all of Buyer’s obligations under this Agreement, and may be
waived only in a writing signed by Buyer:
(a) Seller shall have substantially performed each and every one of Seller’s
obligations set forth in this Agreement;
(b) All of the warranties and representations of Seller set forth in this Agreement
shall be true and correct in all material respects as of the Closing Date;
(c) Title Company shall irrevocably be ready, willing and able to issue the Title
Policy to Buyer at Closing, except that this shall not be a condition to Buyer’s obligations if the Title
Company cannot irrevocably commit to issue the Title Policy by reason of an action or omission of
Buyer taken after the Effective Date;
(d) Seller has made all deliveries to Escrow Holder required by Sections 6.1 and
6.3, above;
(e) Buyer shall have received from the County of Ventura written consent to
Buyer’s purchase of the Property in accordance with the Sustainability Fee Memorandum of
Understanding Between County of Ventura and City of Moorpark dated November 19, 2014; and
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(f) Buyer shall deposit with Escrow Holder the fully-executed and acknowledged
Surface Waiver Agreement discussed above in Section 11 in substantially the form attached as
Exhibit D hereto.
12.2 Closing Date Conditions to Seller’s Obligations. The following are conditions
precedent to all of Seller’s obligations under this Agreement, and may be waived only in a writing
signed by Seller:
(a) Buyer shall have performed each and every one of Buyer’s obligations set
forth in this Agreement;
(b) All of the warranties and representations of Buyer set forth in this Agreement
shall be true and correct in all material respects as of the Closing Date; and
(c) Buyer has made all deliveries to Escrow Holder required by Sections 6.2 and
6.3, above.
13. Representations and Warranties of Seller. Seller represents and warrants to Buyer, as of
the Effective Date and as of the Closing Date, as follows:
13.1 Status of and Execution by Seller. Seller is duly authorized, qualified and licensed
under the laws of the State of California to conduct business and do all things required of it under or
in connection with this Agreement, including to execute, deliver and perform this Agreement. All
agreements, instruments, and documents herein provided to be executed by Seller will be duly
executed by and binding upon Seller as of the Closing.
13.2 Consents. There is no consent of any third party that Seller has not obtained which is
necessary to enable Seller to execute, deliver and perform its obligations under this Agreement.
13.3 Hazardous Materials. Except as set forth in Schedule 13.3, Seller has not received
any written notice of any: (i) proceedings or claims by any governmental authority or other person
that there are now or have there been any hazardous wastes, materials or substances (as said terms
are defined in any applicable federal, state or county laws) (collectively, “Hazardous Materials”)
located on or within any portion of the Property; (ii) enforcement, clean-up, removal or other
governmental or regulatory actions instituted or threatened pursuant to any applicable federal, state
or local laws or ordinances relating to any Hazardous Materials and affecting the Property, or any
portion thereof; (iii) claims made or threatened by any person or entity against Seller or the Property,
or any portion thereof, relating to damage, contribution, cost recovery, compensation, loss or injury
resulting from any Hazardous Materials; (iv) underground storage tanks located on the Property and
now or formerly used for the storage or containment of any Hazardous Materials, including any
petroleum products or by-products; or (v) proceedings or claims by any governmental authority or
other person that Seller or the Property is in violation of any Environmental Law (the term
“Environmental Law” includes, without limitation, any federal, state, local or administrative agency
statute, regulation, rule, ordinance, order or requirement relating to pollution, protection of human
health, the environment or Hazardous Materials).
13.4 Condemnation. There is presently no pending condemnation or, to Seller’s
knowledge, no contemplated condemnation of the Property or any part thereof.
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14. As Is Purchase.
14.1 Condition of Property. Buyer acknowledges and agrees that it is purchasing the
Property based solely upon Buyer’s inspection and investigation of the Property and all documents
related thereto, or its opportunity to do so, and except for the express representations and warranties
set forth in this Agreement, Buyer is purchasing the Property in an “AS IS, WHERE IS, WITH ALL
FAULTS” condition, without relying upon any representations or warranties, express, implied or
statutory, of any kind.
Without limiting the above, Buyer acknowledges that neither Seller, except as expressly set
forth in this Agreement, nor any other party has made any representations or warranties, express or
implied, on which Buyer is relying as to any matters, directly or indirectly, concerning the Property
including, but not limited to, the land, the square footage of the Property, improvements and
infrastructure, if any, development rights and exactions, expenses associated with the Property, taxes,
assessments, bonds, permissible uses, title exceptions, water or water rights, topography, utilities,
zoning of the Property, soil, subsoil, the purposes for which the Property is to be used, drainage,
environmental or building laws, rules or regulations, toxic waste or Hazardous Materials or any other
matters affecting or relating to the Property. Buyer hereby expressly acknowledges that no such
representations have been made. Buyer further acknowledges that the Property is currently part of a
larger project, and that prior owners may have previously conducted oil and gas exploration and
operations upon such larger project. The closing of the purchase of the Property by Buyer hereunder
shall be conclusive evidence that (1) Buyer has fully and completely inspected (or has caused to be
fully and completely inspected) the Property, and (2) Buyer accepts the Property as being in good and
satisfactory condition and suitable for Buyer’s purposes.
Buyer shall perform and rely solely upon its own investigation concerning its intended use of
the Property, the Property’s fitness therefore, and the availability of such intended use under
applicable statutes, ordinances, and regulations. Buyer further acknowledges and agrees that Seller’s
cooperation with Buyer in connection with Buyer’s due diligence review of the Property, whether by
providing documents, or permitting inspection of the Property, shall not be construed as any warranty
or representation, express or implied, of any kind with respect to the Property, or with respect to the
accuracy, completeness, or relevancy of any such documents.
Without limiting the generality of the foregoing, as of the Closing, and except for any breach
of any representation of warranty made by Seller herein, the Buyer hereby expressly waives, releases
and relinquishes any and all Claims (as hereinafter defined).
For the purpose of this Agreement, a “Claim” is a Loss arising from or in any way associated
with: (V) the use of the Landfill Property (as defined above in Section 1.14 and in the Grant Deed),
or any extension or expansion thereof, as a landfill and any claims for nuisance or other objection to
such operations (W) acts or omissions of the Buyer with respect to, or occurring on, the Property; (X)
the ownership, control, use, possession, or operation of the Property; (Y) any condition existing or
occurring in, on or under or within the Property, regardless of whether the condition first existed
before or after Closing, including, but not limited to: (A) the death or injury or any person or
persons; (B) the damage or destruction of any property or properties; (C) the violation or alleged
violation of any federal, state, local, or municipal law, rule, regulation, order judgment, decree or
other requirement, including, without limitation, requirements under permits, licenses, consents and
approvals; (D) the existence, assessment or remediation of Hazardous Materials upon, under, in or
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emanating from, the Property; (E) emissions, discharges, releases or threatened releases, or the
presence, generation, manufacturing, processing, distribution, use, treatment, storage, disposal,
transport, labeling, advertising, sale, display or handling, or Hazardous Materials; (F) any special,
indirect or consequential damages (including, but not limited to, claims for loss of use, rents
anticipated profit or business opportunity, or business interruption, diminution in value, or mental or
emotional distress or fear of injury or illness, trespass, nuisance or otherwise); (G) any response costs
the Buyer that may incur with respect to the Property under any environmental laws; or (H) any cause
of action or theory of any kind as a result of, in connection with or in any way related to, the
ownership and operation of the Property. The Buyer acknowledges and agrees that matters shall not
be excluded from Claims based on the fact that Seller is alleged or proven to have been negligent,
actively or passively, or to be strictly or absolutely liable, except that Claims do not extend to matter
which are based on claims made by an individual or entity other than the Buyer which are determined
by final non-appealable judgment to have been solely caused by the gross negligence or willful
misconduct of the Seller. Notwithstanding the foregoing, Seller agrees that Claims shall not include
(i) any of the Seller’s obligations under this Agreement, (ii) any claims for wrongful death, bodily
injury or damage to tangible personal property arising from any events or occurrences which
occurred prior to the Closing, or (iii) any claims based on Seller failing to perform or discharge its
obligations under any written contracts or agreements Seller has entered into with respect to the
Property but only to the extent such obligations accrued or arose prior to the Closing.
BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR
WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542
(“SECTION 1542”), WHICH IS SET FORTH BELOW:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.”
BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF
SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH
ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
_____________
Initials
The waivers and releases by Buyer herein contained shall survive the Closing and the
recordation of the Grant Deed and shall not be deemed merged into the Grant Deed upon its
recordation.
14.2 Limitation on Seller’s Liability. Except with respect to the express
representations set forth in this Agreement, the Buyer represents and covenants that Seller shall not
have any liability, obligation or responsibility of any kind with respect to any of the following:
(a) The content or accuracy of any report, study, opinion or conclusion of any
soils, toxic, environmental or other engineer or other person or entity who has examined the Property
or any aspect thereof;
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(b) The content or accuracy of any information released to Buyer by an engineer
or planner in connection with the development of the Property;
(c) The availability of permits or approvals for the Property by any state or local
governmental bodies with jurisdiction over the Property;
(d) The availability or capacity of sewer, water or any other utility service to the
Property;
(e) Any of the items delivered to Buyer pursuant to Buyer’s review of the
condition of the Property; and
(f) The presence of any protected, threatened, or endangered organisms, plant life
or species on the Property, or the requirements of any governmental agency to mitigate the effects of
development of the Property on any such plant life or organism or species.
15. Representations and Warranties of Buyer. Buyer represents and warrants to Seller, as of
the Effective Date and as of the Closing Date, as follows:
15.1 Status of and Execution by Buyer. Buyer is now and on the Closing Date will
be a municipal corporation: (i) duly formed and validly existing under the laws of the State of
California; and (ii) duly authorized, qualified and licensed to do all things required of it under or in
connection with this Agreement, including to execute, deliver and perform this Agreement. All
agreements, instruments, and documents herein provided to be executed by Buyer will be duly
executed by and binding upon Buyer as of the Closing.
15.2 No Violations. To the best knowledge of Buyer, neither this Agreement nor any of
the agreements, instruments and documents herein provided to be executed or to be caused to be
executed by Buyer violate or will violate any provision of any agreement, law, regulation or judicial
order to which Buyer is a party or by which it is bound.
15.3 Consents. There is no consent of any third party that Buyer has not obtained which is
necessary to enable Buyer to execute, deliver and perform its obligations under this Agreement.
16. Survival; Remedies.
16.1 Survival. All of the representations and warranties of any party hereto contained in
this Agreement and the liabilities and obligations of the parties with respect thereto shall survive the
Closing hereunder for one (1) year. The covenants and agreements contained in this Agreement and
the certificates and other documents delivered pursuant to this Agreement that by their terms are
performable after the Closing shall survive the Closing to the extent applicable. Such
representations, warranties, covenants and agreements contained herein are exclusive, and the parties
hereto confirm that they have not relied upon any other representations, warranties, covenants and
agreements as an inducement to enter into this Agreement or otherwise.
16.2 Indemnification by Seller. Seller agrees that it will indemnify, defend (as to third
party claims only) by counsel acceptable to Buyer in its reasonable discretion, protect and hold
harmless Buyer, its directors, officers, employees, members, and agents after the Closing Date from
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and against all losses, claims, damages, penalties, liabilities, demands, costs and expenses, including
litigation costs and attorney’s fees incurred as a result of: (a) any breach of the representations and
warranties of Seller set forth herein or in any certificate delivered pursuant hereto by Seller; or (b)
breach of any agreement or covenant on the part of Seller made in this Agreement.
16.3 Indemnification by Buyer. Buyer agrees that it will indemnify, defend (as to third
party claims only) by counsel acceptable to Seller in its reasonable discretion, protect and hold
harmless Seller, its directors, officers, employees, members, and agents after the date of this
Agreement from and against all losses, claims, damages penalties, liabilities, demands, costs and
expenses, including litigation costs and attorney’s fees incurred as a result of: (a) any breach of the
representations and warranties of Buyer set forth herein or in any certificate delivered pursuant
hereto by Buyer; or (b) breach of any agreement or covenant on the part of Buyer made in this
Agreement.
16.4 Limitations on Liability.
(a) The indemnification obligations set forth in Subsections 16.2 and 16.3 of this
Section 16 shall apply only if a Closing occurs (in the event a Closing does not occur, Sections 19
and 20 shall apply), and then only after the aggregate amount of indemnification obligations of the
indemnifying party under this Agreement exceed five percent (5%) of the Purchase Price (the
“Deductible”) at which time the indemnification obligations shall be effective as to all amounts in
excess of the Deductible. Further, the indemnification obligations set forth in Subsections 16.2 and
16.3 shall be limited to an aggregate amount not to exceed twenty five percent (25%) of the Purchase
Price actually paid by the Buyer .
(b) The amount of any damages for which an indemnified party claims
indemnification under this Agreement shall be reduced by: (i) any available insurance proceeds with
respect to such damages; (ii) the value of any net tax benefit realized (including by reason of a tax
deduction, basis reduction, credits and/or deductions or otherwise) by the indemnified party in
connection with such damages and (iii) indemnification or reimbursement payments available from
third parties; provided however the indemnifying party shall first pay any such costs and the
indemnified party shall thereafter reimburse the indemnifying party in the event the indemnified
party later makes a recovery under (i) (ii) or (iii) above.
(c) Liability for indemnification under this Section 9 shall be determined without
duplication of recovery by reason of the state of facts giving rise to such liability constituting a
breach of more than one representation, warranty, covenant or agreement.
(d) THE LIABILITY OF SELLER OR THE BUYER FOR ANY
MISREPRESENTATION OR BREACH OF WARRANTY OR THE FAILURE TO SATISFY ANY
COVENANT OR OTHER OBLIGATION IN THIS AGREEMENT SHALL BE LIMITED TO
DIRECT DAMAGES AND SHALL NOT INCLUDE INCIDENTAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE,
INCLUDING THE NEGLIGENCE OR GROSS NEGLIGENCE OF EITHER OR BOTH PARTIES
AND WHETHER OR NOT FORESEEABLE).
17. Notices. Notices shall be sent as follows to:
402
If to Buyer: City of Moorpark
Attn: City Manager
799 Moorpark Avenue
Moorpark, California 93021
With copies to: Richards, Watson & Gershon
Attn: Kevin Ennis
355 S. Grand Street, 40th Floor
Los Angeles, California 90071
If to Seller: Waste Management of California, Inc.
Attn: Regional General Counsel
222 S. Mill Avenue, #333
Tempe, Arizona 85281
With copies to: Slovak Baron Empey Murphy & Pinkney LLP
Attn: Marc E. Empey
1800 E. Tahquitz Canyon Way
Palm Springs, California 92262
Escrow Holder and Title Company:
Lawyers Title Company
Attn: Noel Palacios
2751 Park View Court, Suite 241
Oxnard, California 93036
All notices or other communications required or permitted hereunder must be in writing, and
may be delivered by personal delivery, same day messenger or overnight courier (such as Federal
Express, DHL, or UPS). Personally delivered and messenger notices shall be deemed given upon
actual delivery to the intended recipient. Notices sent via next day delivery by overnight courier
shall be deemed given the business day following the day said notices were sent.
18. Broker. Neither Seller nor Buyer have engaged or dealt with any broker or finder in
connection with the sale of any portion of the Property contemplated by this Agreement. Each party
shall indemnify and hold harmless the other from any claims, costs, damages or liabilities (including
attorneys’ fees) by, from or relating to or arising from (i) any breach of the representation contained
in this Section, or (ii) a claim based on any statement, representation or agreement by Seller or Buyer
with respect to the payment of any brokerage commissions or finder’s fees.
19. Default by Seller. In the event the Closing and the consummation of the transaction
contemplated by this Agreement do not occur by reason of a Seller’s Material Default, Buyer shall be
entitled to pursue all remedies available to it, including but not limited to specific performance
and/or damages. However, total damages shall be limited to an amount equal to the Deposit paid by
Buyer under this Agreement and shall be in addition to any right which Buyer may have to a return to
it of the Deposit.
403
20. Default by Buyer.
IN THE EVENT THIS AGREEMENT IS TERMINATED BY SELLER DUE TO A
FAILURE OF THE CLOSING TO OCCUR AS A RESULT OF A BUYER
MATERIAL DEFAULT, BUYER AND SELLER AGREE THAT IT WOULD BE
IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE
DAMAGES SUFFERED BY SELLER AS A RESULT OF SUCH BUYER
MATERIAL DEFAULT AND THAT UNDER THE CIRCUMSTANCES
EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED
DAMAGES PROVIDED FOR IN THIS PARAGRAPH REPRESENT A
REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER SHALL
INCUR AS A RESULT OF SUCH BUYER MATERIAL DEFAULT.
THEREFORE, BUYER AND SELLER AGREE THAT A REASONABLE
ESTIMATE OF THE TOTAL NET MONETARY DETRIMENT THAT SELLER
WILL SUFFER IN THE EVENT THIS AGREEMENT IS TERMINATED AS A
RESULT OF A BUYER MATERIAL DEFAULT IS AN AMOUNT EQUAL TO
THE DEPOSIT, AS THEN CONSTITUTED, TOGETHER WITH ANY INTEREST
EARNED ON THE DEPOSIT. THIS AMOUNT SHALL BE THE FULL, AGREED
AND LIQUIDATED DAMAGES FOR A BUYER MATERIAL DEFAULT
RESULTING IN A TERMINATION OF THIS AGREEMENT. THE PAYMENT
OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A
FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL
CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL
CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE
PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389.
__________________ _________________
SELLER’S INITIALS BUYER’S INITIALS
21. Miscellaneous.
21.1 Counterparts; Facsimile Signatures. This Agreement may be executed
simultaneously in one or more counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument. For purposes of this Agreement,
facsimile and electronic signatures and initials will be deemed to be original signatures and will be
valid and binding on the parties to this Agreement.
21.2 Partial Invalidity. If any term or provision of this Agreement shall be deemed to be
invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby,
and each remaining term and provision of this Agreement shall be valid and be enforced to the fullest
extent permitted by law.
21.3 Waivers. No waiver of any breach of any covenant or provision contained herein
shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or
provision contained herein. No extension of time for performance of any obligation or act shall be
deemed an extension of the time for performance of any other obligation or act except those of the
waiving party, which shall be extended by a period of time equal to the period of the delay.
404
21.4 Successors and Assigns. Subject to the provisions regarding assignment, this
Agreement is binding upon and inures to the benefit of the permitted successors and assigns of the
parties hereto. No party may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other party, which consent shall not be
unreasonably withheld.
21.5 Professional Fees. In any action between Buyer and Seller seeking enforcement of
any of the terms and provisions of this Agreement, including arbitration proceedings, the prevailing
party in such action shall be awarded, in addition to damages, injunctive or other relief, its
reasonable costs and expenses, not limited to taxable costs, reasonable attorneys’ fees, and
reasonable fees of expert witnesses.
21.6 Entire Agreement. This Agreement, including the Recitals and all attached Exhibits,
constitutes the entire agreement between the parties hereto and may not be modified except by an
instrument in writing signed by the party to be charged. All prior and contemporaneous agreements,
representations and understandings of the parties, oral or written, are superseded by and merged in
this Agreement, and the parties acknowledge that Seller has no obligation to convey any other real
property to Buyer not described in this Agreement.
21.7 Time of Essence. Seller and Buyer acknowledge and agree that time is strictly of the
essence with respect to each and every term, condition, obligation and provision hereof.
21.8 Construction. This Agreement has been prepared by Buyer and its professional
advisors and reviewed by Seller and its professional advisors. Seller and Buyer and their respective
advisors believe that this Agreement is the product of all of their efforts, that it expresses their
agreement and that it should not be interpreted in favor of or against either Buyer or Seller. The
parties further agree that this Agreement shall be construed to effectuate the normal and reasonable
expectations of sophisticated business persons.
21.9 Governing Law. The parties hereto expressly agree that this Agreement shall be
governed by, interpreted under, and construed and enforced in accordance with the laws of the State
of California.
21.10 Severability. If an part, term, or provision of this Agreement is held by a court of
competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining
provisions will not be affected, and the rights and obligations of the parties will be construed and
enforced as if this Agreement did not contain the particular part, term, or provision held to be
invalid.
405
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and
year first above written.
“Seller”
Waste Management of California, Inc.,
a California corporation
By: ______________________________
Name:____________________________
Title:_____________________________
“Buyer”
City of Moorpark,
a California municipal corporation
By
Janice S. Parvin, Mayor
ATTEST:
___________________________________
Maureen Benson, City Clerk
APPROVED AS TO FORM:
By: ______________________________
Kevin Ennis, City Attorney
406
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
All of the property situated in the State of California, County of Ventura, City of Moorpark,
described as follows:
Being a portion of Parcel Map Waiver No. SD06-0072, in the City of Moorpark, County of Ventura,
State of California, as recorded June 10, 2008, as Document No. 20080610-00091642 of Official
Records of Ventura County, described as follows:
Beginning at the intersection of the northerly line of State Highway 118, as described in the Final
Order of Condemnation recorded August 7, 1975, as Instrument No. 52910 in Book 4443, Page 319
of Official Records of Ventura County, with the easterly boundary of the land described in the Grant
Deed recorded December 16, 1963, as Instrument No. 74669 in Book 2446, Page 56 of Official
Records of Ventura County; thence along said easterly boundary by the following two courses:
1st: North 12°10’45" West 177.58 feet; thence,
2nd: North 3°49’15" East 140.70 feet to the easterly terminus of the twenty-second course of Tract
8, as Described in the Notice of Lis Pendens recorded May 19, 1966, as Instrument No.
26184 in Book 2990, Page 214 of Official Records of Ventura County; thence along the
easterly prolongation of said twenty-second course,
3rd: South 87°03’50" East 342.81 feet to the intersection with a line, passing through the
northeasterly terminus of the second course of said Instrument No. 52910 and having a
bearing of North 11°09’17" East; thence along said line,
4th: North 11°09’17" East 688.42 feet; thence,
5th: North 87°34’18" East 2141.98 feet; thence,
6th: South 16°21’23" East 294.33 feet; thence,
7th: South 58°41’11" East 178.06 feet; thence,
8th: North 46°41’00" East 605.51 feet; thence,
9th: North 79°31’02" East 1275.20 feet to the intersection with a line, passing through the south-
easterly terminus of the ninety-ninth course of boundary of the City of Moorpark, as
described in the Certificate of Completion recorded March 30, 1983, as Instrument No. 83-
407
031119 of Official Records of Ventura County, said line having a bearing of North
77°15’24" West; thence along said line,
10th: South 77°15’24" East 554.96 feet to the southeasterly terminus of said ninety-ninth course;
thence along the boundary of the City of Moorpark by the following eight courses:
11th: South 38°53’46" West 275.00 feet; thence,
12th: South 73°30’46" West 206.50 feet; thence,
13th: South 46°56’46" West 290.00 feet; thence,
14th: South 40°29’46" West 362.60 feet; thence,
15th: South 27°28’46" West 78.50 feet; thence,
16th: South 5°35’46" West 95.00 feet; thence,
17th: South 21°03’14" East 596.50 feet; thence,
18th: South 15°35’14" East 293.77 feet to the intersection with the northerly line of State Highway
118, as described in said Instrument No. 52910; thence along said northerly line by the
following 23 courses:
19th: North 73°08’13" West 311.01 feet; thence,
20th: North 58°03’18" West 411.49 feet; thence,
21st: South 72°38’40" West 80.78 feet; thence,
22nd: North 23°18’45" West 107.36 feet; thence,
23rd: South 88°31’52" West 179.58 feet; thence,
24th: North 14°04’00" East 167.97 feet; thence,
25th: North 68°18’29" West 157.16 feet; thence,
26th: South 58°27’11" West 244.51 feet; thence,
27th: South 31°46’57" East 148.21 feet; thence,
28th: South 54°26’11" West 436.21 feet; thence,
29th: North 53°12’25" West 177.55 feet; thence,
30th: South 82°18’20" West 526.78 feet; thence,
31st: North 89°20’12" West 215.47 feet; thence,
32nd: North 83°30’32" West 140.09 feet; thence,
33rd: South 76°47’44" West 115.43 feet; thence,
34th: North 56°29’10" West 125.85 feet; thence,
35th: North 87°45’13" West 405.89 feet; thence,
408
36th: North 71°16’05" West 500.75 feet; thence,
37th: North 22°21’13" West 219.67 feet; thence,
38th: North 41°24’09" West 247.96 feet; thence,
39th: South 76°09’58" West 313.48 feet; thence,
40th: South 43°16’43" West 265.26 feet; thence,
41st: North 63°17’49" West 114.12 feet to the point of beginning of this description.
EXCEPTING THEREFROM that portion of said land, as described in the document recorded April
29, 1970, as Instrument No. 20543 in Book 3655, Page 306 of Official Records of Ventura County.
409
EXHIBIT B
FORM OF GRANT DEED
RECORDING REQUESTED BY
City of Moorpark
WHEN RECORDED, PLEASE MAIL TO:
City of Moorpark
Attention Office of the City Clerk
799 Moorpark Avenue
Moorpark, CA 93021
Space above for Recorder’s Use
[X} All of APNs 500-0-292-015, 500-0-292-035
[X] Portions of 500-0-281-545 & 500-0-292-195
Documentary Transfer Tax $0.00 − Exempt transfer to City of Moorpark, a public entity
This Instrument is for the benefit of the City of Moorpark and is exempt from Recording Fees (Govt.
Code § 27383), Filing Fees (Govt. Code § 6103), and Documentary Transfer Tax (Rev & Tax
Code § 11922)
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
WASTE MANAGEMENT OF CALIFORNIA, INC., a California corporation (“Grantor”) hereby
GRANTS to
CITY OF MOORPARK, a California municipal corporation (“Grantee”),
that certain real property, which is approximately 125 acres in size, located in the City of Moorpark,
County of Ventura, State of California, more particularly described on Attachment 1 attached hereto
(the “Property”) for a public use, namely open space purposes and al uses necessary or convenient
thereto.
Together with all water, water rights, water appropriations, ditches, ditch rights-of-way and ditch
rights as heretofore used and enjoyed in connection with the above-described lands, and all
hereditaments, easements, incidents and appurtenances thereto.
Reserving unto Grantor, together with the right to grant and transfer all or a portion of the same, the
following mineral rights and restrictions for the benefit of Grantor, its successors and assigns, for the
410
benefit of, and appurtenant to, that certain real property located in the County of Ventura, State of
California owned by the Grantor described on Attachment 2, attached hereto and incorporated herein
by this reference (the “Landfill Property”), and any successors in title to the Landfill Property
(individually and collectively, the “Benefitted Parties”), which shall run with the land and bind
Grantee and any successors in title to the Property as follows:
1. MINERAL RIGHTS. Grantor reserves all mineral rights: (i) mineral rights
consistent with the exploitation of mineral resources on the Property of every kind and character now
known to exist or hereafter discovered within or underlying the Property below the top 500 feet
thereof, together with the right to develop and/or extract the same without, however, the right to
enter, drill, dig, or mine through the top 500 feet of said Property or interfere with Buyer’s use of the
Property, and (ii) the rights granted by Seller to California Resources Production Corporation, a
Delaware corporation, as agent of an operator for its affiliate California Resources Petroleum
Corporation, a Delaware Corporation (previously registered as Vintage Production California, LLC)
pursuant to that certain Oil, Gas and Mineral Lease dated July 15, 2014.
2. LIMITATIONS ON CONSTRUCTION OF APPARATUS VISIBLE FROM 118
FREEWAY. Grantor and its successors in interest, successors and assigns shall not construct any
permanent drilling apparatus in connection with Grantor’s reservation of mineral rights on the
Property or use of the Property for oil field and related purposes that is visible from the 118 Freeway.
3. USE RESTRICTIONS. Grantee and Grantee’s successors in interest shall refrain
from using or permitting the use of the Property for any residential uses or uses commonly known as
“sensitive receptors” as set forth in the Appendix A of the Ventura County Air Quality Assessment
Guidelines, i.e. facilities or land uses that include members of the population that are particularly
sensitive to the effects of air pollutants, such as children, the elderly, and people with illnesses.
Examples include schools, hospitals, and daycare centers. Grantor expressly acknowledges and
agrees that said use restrictions shall not apply to Grantee’s use of the Property for a visitor’s center
and related appurtenances and improvements.
WASTE MANAGEMENT OF CALIFORNIA,
INC., a California corporation
Date: ________________________
By: _________________________
Name: _______________________
Title: ________________________
411
ATTACHMENT 1
LEGAL DESCRIPTION OF THE PROPERTY
All of the property situated in the State of California, County of Ventura, City of Moorpark,
described as follows:
Being a portion of Parcel Map Waiver No. SD06-0072, in the City of Moorpark, County of Ventura,
State of California, as recorded June 10, 2008, as Document No. 20080610-00091642 of Official
Records of Ventura County, described as follows:
Beginning at the intersection of the northerly line of State Highway 118, as described in the Final
Order of Condemnation recorded August 7, 1975, as Instrument No. 52910 in Book 4443, Page 319
of Official Records of Ventura County, with the easterly boundary of the land described in the Grant
Deed recorded December 16, 1963, as Instrument No. 74669 in Book 2446, Page 56 of Official
Records of Ventura County; thence along said easterly boundary by the following two courses:
42nd: North 12°10’45" West 177.58 feet; thence,
43rd: North 3°49’15" East 140.70 feet to the easterly terminus of the twenty-second course of Tract
8, as Described in the Notice of Lis Pendens recorded May 19, 1966, as Instrument No.
26184 in Book 2990, Page 214 of Official Records of Ventura County; thence along the
easterly prolongation of said twenty-second course,
44th: South 87°03’50" East 342.81 feet to the intersection with a line, passing through the
northeasterly terminus of the second course of said Instrument No. 52910 and having a
bearing of North 11°09’17" East; thence along said line,
45th: North 11°09’17" East 688.42 feet; thence,
46th: North 87°34’18" East 2141.98 feet; thence,
47th: South 16°21’23" East 294.33 feet; thence,
48th: South 58°41’11" East 178.06 feet; thence,
49th: North 46°41’00" East 605.51 feet; thence,
50th: North 79°31’02" East 1275.20 feet to the intersection with a line, passing through the south-
easterly terminus of the ninety-ninth course of boundary of the City of Moorpark, as
described in the Certificate of Completion recorded March 30, 1983, as Instrument No. 83-
412
031119 of Official Records of Ventura County, said line having a bearing of North
77°15’24" West; thence along said line,
51st: South 77°15’24" East 554.96 feet to the southeasterly terminus of said ninety-ninth course;
thence along the boundary of the City of Moorpark by the following eight courses:
52nd: South 38°53’46" West 275.00 feet; thence,
53rd: South 73°30’46" West 206.50 feet; thence,
54th: South 46°56’46" West 290.00 feet; thence,
55th: South 40°29’46" West 362.60 feet; thence,
56th: South 27°28’46" West 78.50 feet; thence,
57th: South 5°35’46" West 95.00 feet; thence,
58th: South 21°03’14" East 596.50 feet; thence,
59th: South 15°35’14" East 293.77 feet to the intersection with the northerly line of State Highway
118, as described in said Instrument No. 52910; thence along said northerly line by the
following 23 courses:
60th: North 73°08’13" West 311.01 feet; thence,
61st: North 58°03’18" West 411.49 feet; thence,
62nd: South 72°38’40" West 80.78 feet; thence,
63rd: North 23°18’45" West 107.36 feet; thence,
64th: South 88°31’52" West 179.58 feet; thence,
65th: North 14°04’00" East 167.97 feet; thence,
66th: North 68°18’29" West 157.16 feet; thence,
67th: South 58°27’11" West 244.51 feet; thence,
68th: South 31°46’57" East 148.21 feet; thence,
69th: South 54°26’11" West 436.21 feet; thence,
70th: North 53°12’25" West 177.55 feet; thence,
71st: South 82°18’20" West 526.78 feet; thence,
72nd: North 89°20’12" West 215.47 feet; thence,
73rd: North 83°30’32" West 140.09 feet; thence,
74th: South 76°47’44" West 115.43 feet; thence,
75th: North 56°29’10" West 125.85 feet; thence,
76th: North 87°45’13" West 405.89 feet; thence,
413
77th: North 71°16’05" West 500.75 feet; thence,
78th: North 22°21’13" West 219.67 feet; thence,
79th: North 41°24’09" West 247.96 feet; thence,
80th: South 76°09’58" West 313.48 feet; thence,
81st: South 43°16’43" West 265.26 feet; thence,
82nd: North 63°17’49" West 114.12 feet to the point of beginning of this description.
EXCEPTING THEREFROM that portion of said land, as described in the document recorded April
29, 1970, as Instrument No. 20543 in Book 3655, Page 306 of Official Records of Ventura County.
414
ATTACHMENT 2
DESCRIPTION OF GRANTOR’S BENEFITTED PROPERTY (LANDFILL)
415
416
417
ACKNOWLEDGMENT
OF NOTARY PUBLIC
State of California )
) SS.
County of ____________ )
On_________________________ before me, ___________________________, Notary Public,
personally appeared______________________________ who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature ______________________________ (Seal)
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
418
CITY OF MOORPARK
Office of the City Clerk
799 Moorpark Ave.
Moorpark, California 93021
CERTIFICATE OF ACCEPTANCE OF GRANT DEED (Govt. Code § 27281)
(All of Assessor’s Parcel Numbers 500-0-292-015, 500-0-292-035 and Portions of Assessor’s
Parcel Numbers 500-0-281-545 & 500-0-292-195)
This is to certify that the attached Grant Deed executed by Waste Management of California,
Inc., a California corporation, which grants in fee to the City of Moorpark, a municipal
corporation that certain Property described therein, is hereby accepted under the authority of the
City Council of the City of Moorpark and the City of Moorpark consents to the recordation
thereof by its duly authorized officer.
Dated: _____________, 2018 CITY OF MOORPARK, a municipal corporation
By: _____________________________
Troy Brown, City Manager
ATTEST:
By: _____________________________
Maureen Benson, City Clerk
APPROVED AS TO FORM:
By: _____________________________
Kevin Ennis, City Attorney
419
EXHIBIT C
REDACTED COPY OF OIL, GAS AND MINERAL LEASE
420
421
422
423
424
425
426
427
428
429
430
431
432
433
434
435
436
437
438
439
440
441
442
443
444
445
EXHIBIT D
FORM OF SURFACE WAIVER AGREEMENT
RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:
California Resources Production Corporation
c/o California Resources Petroleum
Corporation
11109 River Run Boulevard
Bakersfield, California 93311
Attention: Land Department
with a Copy to:
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
Attention: Office of the City Clerk
SPACE ABOVE THIS LINE FOR RECORDER’S USE
[X] All of APNs 500-0-292-015, 500-0-292-035
[X] Portions of 500-0-281-545 & 500-0-292-195
Document Transfer Tax: $0.00
This Instrument is for the benefit of the City of Moorpark and is exempt from Recording Fees (Gov’t. Code § 27383, Filing Fees (Gov’t. Code
§ 6103)(, and Documentary Transfer Tax (Rev. & Tax. Code § 11922)
SURFACE WAIVER AGREEMENT
This Surface Waiver Agreement (“Agreement”), dated _________________, 2018 (the “Effective
Date”), is entered into by and between the City of Moorpark, a California municipal corporation
(“City”) and California Resources Production Corporation, a Delaware corporation, as agent of
and operator for its affiliate California Resources Petroleum Corporation, a Delaware corporation
(“Mineral Owner”). The City and Mineral Owner are sometimes collectively referred to herein
as the “Parties” and individually as “Party.”
RECITALS
A. WHEREAS, the City and Waste Management of California, Inc., a California corporation
(“Waste Management”) and the City contemplate entering into an Agreement for
Purchase and Sale of Real Property and Joint Escrow Instructions (“Purchase
Agreement”) whereby Waste Management intends to convey to the City that certain real
property consisting of approximately 125 acres located in the City of Moorpark, County
446
of Ventura, California, more particularly described on Exhibit A attached hereto and
incorporated herein by this reference (“Property”).
B. WHEREAS, as part of the real property transaction for the Property, Waste Management
intends to reserve its mineral interest in the Property.
C. WHEREAS, the City intends to purchase the Property for public use, namely open space
purposes, and all uses necessary or convenient thereto so that the City may, independently
or jointly with the County of Ventura, operate and maintain a portion of the Property as a
conservation easement in perpetuity while utilizing the remainder of the Property as
functional land for the public.
D. WHEREAS, a portion of the Property is subject to that certain Oil, Gas and Mineral
Lease dated July 15, 2014 between Waste Management and California Resources
Production Corporation, a Delaware corporation, as agent of and operator for its affiliate
California Resources Petroleum Corporation, a Delaware corporation (previously
registered as Vintage Production California LLC, a Delaware limited liability company)
(“Lease”) and pursuant to said Lease, Mineral Owner either owns in fee an undivided
interest in all or a portion of the oil, gas, and other minerals (sometimes collectively
referred to as “minerals”) or has leased and wishes to continue leasing from Waste
Management the mineral estate in that portion of the Property subject to the Lease
described in Exhibit B attached hereto and incorporated herein by this reference.
E. WHEREAS, in anticipation of the transfer of the Property, the City and Waste
Management have requested that Mineral Owner waive its rights to use or occupy a
portion of the surface of the Property and of the subsurface area located between the
surface and five hundred feet (500’).
F. WHEREAS, in exchange for express reservation of certain areas of the Property for
current and future oil and gas operations, Mineral Owner agrees to waive and surrender
its rights to use or occupy the remaining surface of the Property.
G. WHEREAS, the parties intend that this Agreement will be recorded at the time that the
Grant Deed that conveys the Property to the City is recorded in the Official Records of
the County of Ventura.
H. WHEREAS, the parties to this Agreement intend that the indemnity that Mineral Owner
provided to Waste Management in the Lease will apply equally to the City;
NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth herein,
and for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:
447
TERMS OF AGREEMENT
1. Waiver of Surface Rights.
1.1 Waiver of Surface Rights. Mineral Owner permanently waives any and all rights
Mineral Owner possesses to use the surface of the Property (i.e. from the ground
surface to 500 feet below the ground surface), except for and reserving the limited
surface access and use rights provided in Section 2 of this Agreement.
1.2 Mineral Interest. Subject to Section 1.1 above, Mineral Owner specifically
reserves any and all other rights and interest it has in the Property, whether via
ownership or lease, including, but not limited to, the right to slant drill into, under,
through or across the Property from such other lands other than the Property for
the production of oil, gas, hydrocarbons, and other minerals from the Property 500
feet below the ground surface, in accordance with applicable law.
1.3 Delivery of Documents. To give effect to the terms contained herein, the City and
Mineral Owner shall execute, acknowledge and deliver, or obtain the execution,
acknowledgment, and delivery of such further documents as provided in this
Agreement.
1.4 Consent and Approval of Mineral Owner’s Operations. Without waiving any of
its governmental rights or powers, for itself and for its successors in interest, the
City does hereby expressly consent to and approve the exercise and enjoyment by
Mineral Owner, its successors and assigns, of its said retained mineral rights and
the rights appurtenant and incidental thereto, and the other easements and rights
granted by Waste Management to Mineral Owner pursuant to the Lease.
1.5 Confirmation of Mineral Rights. The City hereby recognizes and expressly
confirms Mineral Owner’s mineral rights pursuant to the Lease as modified
hereinabove, and nothing herein contained in this Agreement shall be deemed to
be an abridgement or limitation thereof except insofar as the surface rights of
entry appurtenant and incidental thereto have been hereinabove waived, and the
City hereby agrees for itself, and its successors in interest, as a covenant running
with the Property, which covenant is hereby created, never to contest the title of
Waste Management or of Mineral Owner to said retained mineral rights, or to
offer any hindrance or obstruction to the exercise or enjoyment of the same by
Mineral Owner.
2. Reserved Operations Area and Access Easement.
2.1 Exclusion of Reserved Operations area. Mineral Owner and City agree that a
portion of the Property, as depicted on the map attached hereto as Exhibit C and
legally described in Exhibit C-1, attached hereto and incorporated herein (the
“Reserved Operations Area”), is excluded and reserved from this Agreement and
shall continue to be used by Mineral Owner for its present and future operations,
448
and will not be subject to any long-term conservation instrument recorded on the
Property. Mineral Owner shall have the right to continue to exploit, explore for,
develop, or produce minerals with wells drilled on the surface of the Reserved
Operations Area or from locations outside of the Property. Mineral Owner further
retains the right to exclude all others, including the City, from the Reserved
Operations Area for safety reasons. If the City needs access to such designated
areas, the City shall notify Mineral Owner in writing, and both shall agree on
terms for temporary access, in a safe manner, that allows for the City’s necessary
operations.
2.2 Grant of Access and Utility Easement. In addition to the appurtenant rights
already possessed by Mineral Owner in connection with its mineral rights in the
Property, the City grants to Mineral Owner a non-exclusive express easement
over, under, upon, through, and across the area depicted in Exhibit C, and legally
described in Exhibit C-2, attached hereto and incorporated herein (the “Access
and Utility Easement”) for the purposes of access, ingress and egress to, from and
over the Access and Utility Easement area and onto the Reserved Operations Area
and for private utilities consisting of such pipeline and power line purposes as
exist and may be necessary in association with Mineral Owners present or future
use and operations upon the Reserved Operations Area. Should inclement
weather or natural phenomena render the Access and Utility Easement impassable
or should there be a need for emergency access, Mineral Owner shall notify the
City of such necessity and the Parties shall agree to a mutually acceptable
temporary access route. Additionally, should the City and Mineral Owner deem it
in the best interest of both Parties, an alternative route and positioning of the
Access and Utility Easement may be identified and utilized should there be a
mutual agreement among the Parties.
2.3 Use of Access and Utility Easement. The Access and Utility Easement shall only
be used for such private utility purposes stated above and access to and from the
Reserved Operations Area. Mineral Owner shall comply with all laws, rules, and
orders of all federal, state, county and local governments or agencies that may be
applicable to use of the roadway, including but not limited to, those applicable to
the transportation of hazardous materials.
2.4 Reservation of Future Drill Site Operations Areas and Easements. The City grants
to Mineral Owner and Mineral Owner retains the right to exclusively utilize two
(2) parcels of land (“Drill Sites”) that shall be excluded from any long-term
conservation agreement and may, at Mineral Owner’s sole discretion, be used as
drill sites and for future operations of whatever nature with respect to the
exploration for, exploitation of mining and production, processing, transporting
and marketing of oil, gas and/or other minerals from the Property or in connection
with the conduct of other activities associated with the ownership of the oil, gas
and mineral interests in the Property. Drill Sites shall each be limited to three (3)
acres in size and shall be located as closely as reasonably possible surrounding
the location center points identified as “Moorpark Pad A” and “Moorpark Pad B”
449
on Exhibit D attached hereto and made a part hereof. It shall be stipulated,
however, that no newly constructed Drill Site have a clear line of sight to
Highway 118 as presently situated south of the Property. The City shall inform
Mineral Owner of any contemplated non-temporary use of the Drill Sites prior to
such use and Mineral Owner reserves the right to reject any such use of the Drill
Sites that may impact Mineral Owner’s current or future use of the location(s).
Contemporaneously, the City grants to Mineral Owner and Mineral Owner retains
the right to a thirty foot (30’) wide non-exclusive right-of-way, pipeline and
power line perpetual easement to and from each of the two (2) Drill Sites
(“Reserved Easements”). Said Reserved Easements shall be located in the
clearest, convenient and most reasonable location as determined by Mineral
Owner for access by Mineral Owner to and from the Drill Sites, access roads and
Mineral Owner’s infrastructure and facilities. Mineral Owner shall be allowed to
temporarily exceed the size and width of the Drill Sites and Reserved Easements
only for the time periods of actual construction and drilling operations. Mineral
Owner shall be responsible for the permitting, construction and maintenance of
any improvements related to its use of each Drill Site Area and Reserved
Easements (the City shall bear any cost or expense of activities of the City or its
designees, successors, tenants, assigns, successors-in-title, and mortgagees within
the Property).
Mineral Owner may, at any time, request that the City execute a separate,
recordable document in a form agreeable to Mineral Owner memorializing the
Drill Sites and/or the Reserved Easements. The City shall promptly deliver such
document(s) to Mineral Owner.
2.5 Maintenance. Mineral Owner shall, at Mineral Owner's own cost and expense,
maintain the Reserved Operations Area, Access and Utilities Easement, Drill Sites
and Reserved Easements (“Reserved Sites”) in essentially the same condition (as
deemed by the Mineral Owner) as of the date of this Agreement, subject to
modifications necessary for Mineral Owner to conduct oil and gas operations. the
City shall not be responsible for maintenance costs or maintenance of the
Reserved Sites unless the City, its assigns or, by extension, the public jointly use
the Reserved Sites in which case both the City and Mineral Owner will share in
the maintenance cost proportionate to usage.
2.6 Duration. The rights granted by the City and the exceptions reserved by Mineral
Owner are granted in perpetuity, shall run with and be appurtenant to Mineral
Owner’s title to the minerals beneath the Property and the rights reserved in over
and upon the Reserved Sites.
2.7 Abandonment. Mineral Owner shall, at Mineral Owner’s own cost and expense,
follow all applicable laws, including California Code of Regulations Title 14,
sections 1700 et seq., for the plugging, abandonment and/or reclamation of any
wells and associated structures located within the Reserved Sites.
450
2.8 Indemnification.
(a) Definitions. The following definitions apply to this Agreement:
(i) “Applicable Law” means all present or future federal, state,
municipal, local, administrative or judicial laws, regulations, ordinances, orders,
common law, permit requirements, directives, judgments, injunctions or decrees
or any orders issued by any Governmental Authority.
(ii) “Contaminant” means and refers to (1) Substances (or
fraction thereof); (2) all substances in any way regulated by Applicable Law
pertaining to the protection of the environment and public health, including, but
not limited to, any substance included within the definitions of “hazardous
substance”, “hazardous waste,” “hazardous material,” “toxic substance”, “solid
waste”, “contaminant” or “pollutant,” as those terms are defined in their broadest
sense by any federal, state or local law, regulation or order; and (3) any material,
waste, or substance that is asbestos, polychlorinated biphenyl, or a radioactive
material, naturally occurring or otherwise.
(iii) “Environmental Condition” means any condition that exists
with respect to the air, land, soil, surface, subsurface, strata, surface water, ground
water, storm water or sediments arising out of or relating to any actual, alleged or
threatened discharge, Release, disposal, emission, spill or migration of any
Substances or any other Contaminant into the environment.
(iv) “Government Authority” means any federal, state, local,
municipal, tribal or other governmental, any governmental, regulatory, or
administrative agency, commission, body or other authority exercising or entitled
to exercise any administrative, executive, judicial, legislative, police, regulatory or
taxing authority or power, or any court or governmental tribunal.
(v) “Release” means and refers to any spilling, release, leaking,
pumping, pouring, emitting, emptying, discharging, ejecting, escaping, leaching,
dumping, migration, deposit, disposal, escape, emplacement, seepage, filtration or
disposal into the environment, and as defined in Section 101(22) of CERCLA [42
U.S.C. § 9601(22)] of any Contaminant into or upon any Person, thing, or place,
including the environment, land, soil, air, atmosphere, man-made structure, and/or
any above or below ground watercourse or body of water.
(vi) “Substances” means oil, gas, other hydrocarbons,
associated substances, sulfur, nitrogen, carbon dioxide, helium and other
commercially valuable substances which may be produced through wells on the
Property, whether or not similar to the above-mentioned substances.
(b) Release and Indemnity. Subject to subsection 2.8(c) below,
Mineral Owner agrees to release and does hereby release the City from and
451
forever indemnify, to the fullest extent permitted by law, and to protect, defend
and hold the City, and each of its past or present elected or appointed officials,
council members, employees, servants, agents, attorneys, accountants,
representatives, heirs, beneficiaries, trustees, trustors, successors, assigns,
independent contractors, consultants and insurers (the “City Parties”) free and
harmless from and against all claims, losses, liabilities, causes of action, demands,
damages, suits, judgments, debts, costs, claims for payment, contribution or
indemnity, expenses (including but not limited to attorneys’ fees and costs), fines,
penalties, and liens of every kind and nature of any and every kind or nature
(including, without limitation, claims and liability for, and damage and losses
from death of or injury to all persons or entities whomsoever, including, without
limitation, subsequent owners, occupants, tenants, licensees, and invitees on the
Property (or any interest therein), and damage to or destruction of any real or
personal property whatsoever) (collectively referred to as “Claims”) in any
manner arising out of or in connection with (i) any operations of Mineral Owner
on or in connection with the Property, (ii) the doing or furnishing of any labor,
material or equipment in connection with Mineral Owner’s operations under the
Lease; (iii) any act or failure to act, whether negligent or otherwise, by Mineral
Owner, its agents, representatives and contractors in connection with Mineral
Owner’s operations under the Lease; (iv) any exercise by Mineral Owner of its
rights hereunder; (v) the construction, drilling, operation, use or maintenance of
any well, equipment or facility by Mineral Owner under the Lease; (vi) any failure
or alleged failure of Mineral Owner to comply with any Applicable Law; (vii) any
Environmental Liabilities and obligations; (viii) any Claims arising from the
release of any Contaminants by Mineral Owner on or into the Property; (ix)
Mineral Owner’s actual or alleged failure to fully remediate any portion of the
Property in accordance with the Lease; and (x) Mineral Owner’s actual or alleged
failure to remove or abandon any well, facility, equipment, structure or other
improvement as and when required by the terms of the Lease.
(c) Limitations on Mineral Owner’s Indemnity Obligations.
Notwithstanding any other provision hereof, Mineral Owner shall not be obligated
to indemnify the City Parties with respect to (i) any Claims to the extent that such
Claims result from or arise out of the gross negligence or willful misconduct of
any City Parties; and (ii) any Claims relating to bodily injury or property damage
made prior to the date of this Agreement. City acknowledges that Mineral
Owner’s operations pursuant to the Lease could result in a diminution of value of
the Property and/or have an adverse impact on the marketing of the Property.
Notwithstanding anything herein to the contrary, Mineral Owner shall not be
obligated to indemnify City for any Claims that are based on a diminution of value
of the Property that arise due to Mineral Owner’s activities and operations
pursuant to the Lease, so long as such activities and operations are or were in
compliance with Applicable Law and all of the terms and requirements of the
Lease.
452
(d) Costs of Defense. Mineral Owner shall defend City against any
indemnified Claim at Mineral Owner’s own cost, risk and expense; provided,
however, that City shall have the right to select attorneys of its own choice to
represent it at the Mineral Owner’s expense, so long as the attorneys selected are
reasonably acceptable to Mineral Owner. Without limiting the generality of any
of the foregoing, the indemnification contained herein shall also specifically cover
all costs incurred by the City Parties in responding to any Claims, including
investigation and remedial work required by Applicable Law, or otherwise
necessary to respond to any Claims, as well as all attorneys’ fees and consultants’
fees incurred by the City Parties in responding to any such Claims.
(e) Survival of Indemnity Obligations. Mineral Owner’s indemnity
obligations under this Section 2.9 shall survive the expiration or earlier
termination of this Agreement as to all or any portion of the Property, and shall
inure to the benefit of and be binding upon Mineral Owner’s respective successors
and assigns under the Lease.
(f) Surface Protection And Damages. Mineral Owner shall pay the
amount of all damages caused by or arising in connection with Mineral Owner’s
operations, use and occupancy of the Property including, without limitation, all
damages to livestock, crops, fruit or nut trees, timber, fences, ditches, buildings,
equipment, facilities, and any other structures and improvements, which payments
shall be made to City or, without limitation, City’s agents, employees, contractors,
tenants, lessees, licensees, invitees, partners, joint venturers, assignees, and its and
their successors and assigns, as the case may be. The City shall pay the amount of
all damages caused by or arising in connection with the City’s operations on the
Property.
(g) In addition to the foregoing indemnity obligations of the Mineral
Owner and without limiting such obligations, Mineral Owner shall also defend,
indemnify and hold the City harmless from and against any and all claims,
liabilities, damages, losses, costs and expenses arising from the activities of
Mineral Owner in, on or about the Reserved Operations Area, Drill Sites area,
Access and Utility Easement area or Reserved Easements area(s), including
without limitation releases of hazardous materials.
3. Cooperation by the City. The City agrees not to unreasonably object to, interfere with,
protest, or oppose in any way the approvals, plans, or operations of Mineral Owner on the areas
reserved hereinabove, except that if the City of Moorpark becomes the City, the foregoing shall
not affect the City’s governmental rights or powers.
4. Cooperation by Mineral Owner. Mineral Owner agrees not to unreasonably object to,
interfere with, protest, or oppose in any way the approvals, plans, or operations of the City at the
Property.
453
5. Delivery and Recordation of Documents. Mineral Owner shall record a signed and
acknowledged “Memorandum of Surface Waiver Agreement” (“Memorandum”), in the form
attached hereto as Exhibit E, whereby Mineral Owner shall surrender any and all of its rights to
use the surface of the Property as described in section 1 above, and retain any and all of its rights
as described in section 2 above. Mineral Owner shall provide to the City a conformed copy of the
recorded Memorandum.
6. Binding Effect. This Agreement shall be binding on all Parties and their heirs, successors,
and assigns.
7. Mineral Leases and Production Agreements Subject Hereto. Any lease or production
agreement of oil, gas, and/or other minerals now on or hereafter covering the Property, or any
portion thereof, shall be expressly made subject to the terms and provisions of this instrument.
8. Running with the Land. It is the intention of the Parties hereto that the rights and waiver of
surface and subsurface rights herein established for the benefit of the City shall run with, and be
appurtenant to, the Property, and shall be burdens upon the oil, gas, and other mineral interests
held by Mineral Owner in and under the Property, shall run with such oil, gas, and other mineral
interests, and shall bind Mineral Owner and its successors, tenants, assigns, successors-in-title,
and mortgagees. Furthermore, it is the intention of the Parties hereto that the designated
Reserved Operations Area (Exhibit C-1) and access easement (Exhibit C-2) herein established
for the benefit of the Mineral Owner shall run with, and be appurtenant to, the Reserved
Operations Area, and shall be burdens upon the Surface Estate held by the City, and shall bind
the City and its successors, tenants, assigns, successors-in-title and mortgagees.
9. Entire Agreement. This Agreement constitutes the entire agreement and understanding
between the Parties with respect to the subject matter of this Agreement. There are no oral
understandings, terms, or conditions, and neither Party has relied upon any representation,
express or implied, not contained in this Agreement.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
11. Voluntary Agreement. The Parties represent that they have read this Agreement in full and
understand and voluntarily agree to its provisions. The Parties further represent that they have, as
of the date of execution of this Agreement, the legal authority and capacity to understand, agree
to, and sign this Agreement on their own behalf and on the behalf of any entity for which they
sign. The Parties further acknowledge and agree that they have been represented by competent
legal counsel at all times relevant to this matter and have had an adequate opportunity to consult
with and receive legal advice from said counsel prior to their signing of this Agreement.
12. Interpretation. The language of all parts of this Agreement shall, in all cases, be construed as
a whole, according to its fair meaning, and not strictly for or against any Party.
454
13. Attorneys’ Fees and Costs. Each Party shall bear its own attorneys’ fees and costs incurred
prior to the effective date of this Agreement. If any legal action or proceeding arising out of or
relating to this Agreement is brought by any party to this Agreement, the prevailing party will be
entitled to receive from the other party or parties to such action or proceeding, in addition to any
other relief that may be granted, the reasonable attorney’s fees, costs, and expenses incurred in
the action or proceeding by the prevailing party.
14. Notices. All notices or other documents to be provided pursuant to this Agreement shall be
personally delivered, mailed, postage prepaid, or sent via nationally-recognized overnight courier
as below. Any changes to the below shall be made in writing delivered to the other party:
(a) To City
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
Attn: City Manager
(b) To Mineral Owner
California Resources Petroleum Corporation
11109 River Run Blvd.
Bakersfield, CA 93311
Attn: Land Department
15. Severability. If any provision of this Agreement is held to be void, voidable, or
unenforceable, the remaining portions of the Agreement shall remain in full force and effect.
16. Execution in Counterparts. This Agreement may be executed in counterparts, such that the
signatures may appear on separate signature pages, and shall be deemed effective when all
Parties have signed the Agreement or any counterpart thereof. A copy of an original, with all
signatures appended together, shall be deemed a fully executed Agreement.
17. Modification and Amendment. This Agreement may not be modified or amended except in
writing signed by all Parties.
18. Cooperation; Further Assurances. The Parties hereto shall take such actions, or execute,
acknowledge and deliver, or obtain the execution, acknowledgment, and delivery of such further
documents, as are reasonably necessary, appropriate or desirable to give effect to the terms of this
Agreement, including documents incorporated with this Agreement and attached hereto.
19. Effect of Headings. The subject headings of the sections and paragraphs of this Agreement
are included for purposes of convenience only, and shall have no effect on the meaning or the
construction or interpretation of any of the provisions hereof.
WHEREFORE, the undersigned execute this Agreement as follows:
455
Dated: __________________, 2018 CITY OF MOORPARK, a municipal corporation By: Janice S. Parvin, Mayor ATTEST: ____________________________________
Maureen Benson, City Clerk
Approved as to form:
By:_________________________________
Kevin Ennis, City Attorney
Dated: __________________, 2018
Dated: __________________, 2018
CALIFORNIA RESOURCES PRODUCTION CORPORATION, a Delaware Corporation By:
Title:________________________________
By:
Title:________________________________
456
EXHIBIT “A”
LEGAL DESCRIPTION
Being a portion of Parcel Map Waiver No. SD06-0072, in the City of Moorpark, County of
Ventura, State of California, as recorded June 10, 2008, as Document No. 20080610-00091642
of Official Records of Ventura County, described as follows:
Beginning at the intersection of the northerly line of State Highway 118, as described in the Final
Order of Condemnation recorded August 7, 1975, as Instrument No. 52910 in Book 4443, Page
319 of Official Records of Ventura County, with the easterly boundary of the land described in
the Grant Deed recorded December 16, 1963, as Instrument No. 74669 in Book 2446, Page 56 of
Official Records of Ventura County; thence along said easterly boundary by the following two
courses:
83rd: North 12°10’45" West 177.58 feet; thence,
84th: North 3°49’15" East 140.70 feet to the easterly terminus of the twenty-second course of
Tract 8, as Described in the Notice of Lis Pendens recorded May 19, 1966, as Instrument
No. 26184 in Book 2990, Page 214 of Official Records of Ventura County; thence along
the easterly prolongation of said twenty-second course,
85th: South 87°03’50" East 342.81 feet to the intersection with a line, passing through the
northeasterly terminus of the second course of said Instrument No. 52910 and having a
bearing of North 11°09’17" East; thence along said line,
86th: North 11°09’17" East 688.42 feet; thence,
87th: North 87°34’18" East 2141.98 feet; thence,
88th: South 16°21’23" East 294.33 feet; thence,
89th: South 58°41’11" East 178.06 feet; thence,
90th: North 46°41’00" East 605.51 feet; thence,
91st: North 79°31’02" East 1275.20 feet to the intersection with a line, passing through the
southeasterly terminus of the ninety-ninth course of boundary of the City of Moorpark, as
described in the Certificate of Completion recorded March 30, 1983, as Instrument No.
83-031119 of Official Records of Ventura County, said line having a bearing of North
77°15’24" West; thence along said line,
92nd: South 77°15’24" East 554.96 feet to the southeasterly terminus of said ninety-ninth
course; thence along the boundary of the City of Moorpark by the following eight
courses:
93rd: South 38°53’46" West 275.00 feet; thence,
94th: South 73°30’46" West 206.50 feet; thence,
95th: South 46°56’46" West 290.00 feet; thence,
96th: South 40°29’46" West 362.60 feet; thence,
97th: South 27°28’46" West 78.50 feet; thence,
98th: South 5°35’46" West 95.00 feet; thence,
99th: South 21°03’14" East 596.50 feet; thence,
100th: South 15°35’14" East 293.77 feet to the intersection with the northerly line of State
Highway 118, as described in said Instrument No. 52910; thence along said northerly line
by the following 23 courses:
101st: North 73°08’13" West 311.01 feet; thence,
102nd: North 58°03’18" West 411.49 feet; thence,
457
103rd: South 72°38’40" West 80.78 feet; thence,
104th: North 23°18’45" West 107.36 feet; thence,
105th: South 88°31’52" West 179.58 feet; thence,
106th: North 14°04’00" East 167.97 feet; thence,
107th: North 68°18’29" West 157.16 feet; thence,
108th: South 58°27’11" West 244.51 feet; thence,
109th: South 31°46’57" East 148.21 feet; thence,
110th: South 54°26’11" West 436.21 feet; thence,
111th: North 53°12’25" West 177.55 feet; thence,
112th: South 82°18’20" West 526.78 feet; thence,
113th: North 89°20’12" West 215.47 feet; thence,
114th: North 83°30’32" West 140.09 feet; thence,
115th: South 76°47’44" West 115.43 feet; thence,
116th: North 56°29’10" West 125.85 feet; thence,
117th: North 87°45’13" West 405.89 feet; thence,
118th: North 71°16’05" West 500.75 feet; thence,
119th: North 22°21’13" West 219.67 feet; thence,
120th: North 41°24’09" West 247.96 feet; thence,
121st: South 76°09’58" West 313.48 feet; thence,
122nd: South 43°16’43" West 265.26 feet; thence,
123rd: North 63°17’49" West 114.12 feet to the point of beginning of this description.
EXCEPTING THEREFROM that portion of said land, as described in the document recorded
April 29, 1970, as Instrument No. 20543 in Book 3655, Page 306 of Official Records of Ventura
County.
Containing 125.00 acres, more or less.
_______________________________________
Larry J. Frager, P.L.S. 7998 Date
458
Exhibit “B”
Legal Description of Portions of Property Subject to Lease in Favor of Mineral Owner
[Insert Legal Description]
459
Exhibit “C”
Map of Portions of Property Excluded and Reserved from Surface Waiver
Agreement
[This page intentionally left blank because no portions of Property are Excluded or
Reserved]
460
Exhibit “C-1”
Legal Description of Reserved Operations Area
[This page intentionally left blank because the Property contains no Reserved Operations
Area]
461
Exhibit “C-2”
Legal Description of Non-Exclusive Access and Utility Easement
[This page intentionally left blank because the Property contains no Non-Exclusive Access
and Utility Easement]
462
Exhibit “D”
Depiction of Moorpark Pad A and Moorpark Pad B
463
Exhibit “E”
Form of Memorandum of Surface Waiver Agreement
[Insert form of Memorandum]
[TO BE INSERTED SUBJECT TO FINAL LANGUAGE APPROVAL
BY CITY MANAGER AND CITY ATTORNEY]
464
. '
SUSTAINABILITY FEE MEMORANDUM OF UNDERSTANDING BETWEEN
COUNTY OF VENTURA AND CITY OF MOORPARK
This Sustainability Fee Memorandum of Understanding (MOU) is entered into by
and between the County of Ventura (County) and the City of Moorpark (City) and shall
become effective on the date last signed by the parties below. The County and City are
collectively referred to herein as "parties" and each individually as "party."
RECITALS
WHEREAS, on July 19, 2011 , the County and Waste Management of California ,
Inc . (Waste Management) entered into an Addendum Agreement for a Sustainability
Fee at the Simi Valley Landfill and Recycling Center (Landfill) pursuant to which Waste
Management agreed to provide County with susta inability fee payments (Sustainability
Fees) for certain solid waste and recovered materials received by the Landfill originating
from outside the geographic boundaries of the County; and
WHEREAS, County is willing to provide a portion of the anticipated Sustainability
Fees to City to help fund City's proposed project to construct a sound wall along Los
Angeles Avenue (SR 118) and to help acquire open space property or acquire
conservation easements in the eastern portion of the City and in a portion of the City 's
Area of Interest (collectively the "Designated Area,") as shown on Exhibit A-1 and
described on Exhibit A-2 hereto ; and
WHEREAS , the parties des ire to memorialize their mutual understanding of
these matters in this MOU ;
AGREEMENT
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
Section 1. The above recitals are incorporated by reference and made a part
of this MOU.
Section 2. On or before June 30 , 2015 , County agrees to pay City One M illion
Five Hundred Thousand Dollars ($1,500 ,000 .00) (Funds) for the acquis it ion of open
space and conservation easements on or bj:!fore September 30, 2017 , within the
Designated Area , as provided below.
A. City shall select the property to be acquired, subject to County 's express
written consent which shall not be unreasonably withheld , which may
consist of one or more parcels within the Designated Area . Both parties
agree that matters related to water rights and oil and natural gas extraction
and operations will be cons idered in selection of any property to be
465
acquired.
B. The parties must agree to the purchase price prior to close of escrow for
each parcel of property. By mutual agreement of the parties, purchase
price may include a separate purchase of mineral rights for the property.
Both parties agree to cooperate in accomplishing this task in an
expeditious manner.
C. In addition to the purchase price for the property or the price to acquire
conservation easements, the City shall be entitled to expend the Funds for
the City's acquisition costs in an amount not to exceed twenty percent
(20%) of the purchase price of each parcel acquired or conservation
easement acquired. Acquisition costs are limited to property appraisals,
phase 1 and phase 2 environmental studies, CEQA compliance,
engineering, legal and real estate services (title insurance, typical closing
costs, escrow and commissions) (hereinafter, Acquisition Costs).
D. Acquisition may be by fee title or in the form of a conservation easement. If
acquisition is in fee title, fee ownership shall be held by City with a
conservation easement granted to County pursuant to Section 2.E below.
If acquisition is in the form of a conservation easement, such e.asement
shall be consistent with Civil Code Section 815. 1 with separate easements
granted to City and County .
E. After each property is acquired and before City's transfer of any property to
an Authorized Transferee pursuant to Section 2.F. below, City shall convey
to County, and County shall immediately record in the official records of
Ventura County, a permanent conservation easement as defined in Civil
Code Section 815 .1 in a form approved by County and City for the purpose
of ensuring the acquired property remains as permanent open space and in
its then-natural condition.
F. After each property is acquired or after each conservation easement is
acquired , City, with the prior written consent of County which shall not be
unreasonably withheld, may transfer fee title or City's conservation
easement to another governmental entity or non-profit entity (Authorized
Transferee) as permitted and provided by Civil Code Sections 815.2 (a)
and 815.3 so long as the property remains subject to the County's
conservation easement and is maintained as permanent open space with
no development.
G. Neither City nor any Authorized Transferee shall engage in any new oil or
natural gas production from any property acquired pursuant to this Section
2 .
H. After close of escrow of each property acquired or after the recordation of
2
466
each conservation easement pursuant to this Section 2, City shall, within
forty-five (45) days, provide County with a full . accounting and supporting
documentation of the purchase price and Acquisition Costs incurred by City
(Accounting Date).
I. Upon receipt, City agrees to immediately place the Funds in the County of
Ventura Investment Pool until such time as all or a portion of said Funds
are expended or repaid to the County pursuant to Section 2.J. below. lhe
interest earned on the Funds may be used by City in the same manner as
the Funds.
J. Any Funds not expended by City for purchase prices and Acquisition Costs
in accordance with this Section 2 , including any interest accrued on said
Funds, shall be repaid to County on the earlier to occur of: (1) sixty (60)
days after the Accounting Date following City's acquisition of the last
parcel(s) of real property hereunder provided that said parcel(s) is/are
acquired on or before September 30, 2017; or (2) October 15, 2017.
K. County shall not be responsible for any costs or potential liabilities related
to ownership and maintenance of any property acquired pursuant to this
MOU, including but not limited to weed abatement, liability risk and
insurance, property taxes, and all other fees , costs, liabilities (including but
not limited to that arising from oil and gas operations) and assessments.
Section 3. In addition to the Funds specified in Section 2 of this MOU, County
agrees to contribute to City 's proposed sound wall project as provided below:
A The City 's sound wall project shall be to construct a sound wall along any
portion of the south side of Los Angeles Avenue (SR 118) between the
current western City limits and 150 feet west of Maureen Lane. The sound
wall shall be designed to serve as a noise barrier from Los Angeles Avenue
traffic and be no less than eight feet (8') high from sidewalk grade. The
City shall award a contract to construct the sound wall project no earlier
than July 1, 2017, and no later than July 1, 2025.
B. Within forty-five (45) days following City's filing of a notice of completion for
the sound wall project, City shall provide County with a full accounting and
supporting documentation of City's Sound Wall Project Costs as defined
below. County shall remit payment to City within forty-five (45) days of
County's receipt of said accounting and supporting documentation.
County's payment shall not exceed one-half of the Sound Wall Project
Costs up to a maximum amount of Five Hundred Thousand Dollars
($500,000 .00).
C . Sound wall project costs toward which County will contribute pursuant to
this MOU shall only consist of the following: amount of awarded
3
467
construction contract and any City-approved change orders thereto ,
CEQA compliance, engineering (conceptual design , project design ,
preparation of plans and specifications, preparation of legal description,
contract adm inistration , and project inspection), assessment engineering if
an assessment d istrict is proposed for the sound wall whether or not
formed , permits , and other costs charged by other governmental entities
for the project including but not limited to Caltrans and public utilities , utility
relocations , landscap ing and irrigation installation (excluding ongoing
maintenance), any items required by Caltrans encroachment permits, and
legal services regarding project procurement (collectively, "Sound Wall
Project Costs"). Sound Wall Project Costs shall not include any land
acquisition-related expenses , fees or costs .
Section 4. County , in its sole discretion , may suspend any or all of its
obligations under this MOU upon thirty (30) days written notice to City if the validity of
the Sustainability Fees is challenged in a legal action against County . County , in its
sole discretion , may also term inate any or all of its obligations under this MOU upon
thirty (30) days written notice to City if the Sustainability Fees are legally invalidated
through judicial or leg islative action that is binding on County . County shall re imburse
City for its eligible costs in acquiring property or conse rvation easements under Section
2 and its Sound Wall Project Costs .under Section 3 to the extent incurred by City prior
to the effective date of MOU suspension. Except as provided herein , County shall have
no other liability to C ity in the event County exercises its right to suspend and/or
t erminate its obligations under th is MOU in accordance with this Section 4.
Section 5 . Miscellaneous.
A. Integrated Agreement. This MOU is an integrated agreement and
constitutes the entire understanding of the parties hereto with respect to
the subject matter hereof and supersedes any and all prior agreements ,
communications , representations , or warranties , whether oral or written , by
either party or any agent, officer, partner, employee , or representative of
either pa rty.
B. Amendments. This MOU may not be modified , altered , amended , or
rescinded except by an instrument in writing, which is signed by both
parties hereto.
C . Severab ili ty. Should any part, term or provision of this MOU be
declared or determ ined by any court to be illegal or inval id, the validity of
the remain ing parts , terms or provisions shall not be affected thereby and
said illegal or invalid part, term or provision shall be deemed not to be a
part of this MOU.
D. Construction. This MOU is the product of negotiation , drafting and
preparation by and among the parties and their respective attorneys . The
4
468
parties expressly acknowledge and agree that this MOU shall not be
deemed prepared or drafted by one party or another and its attorneys, and
will be construed a'ccordingly. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting parties shall not apply in
the interpretation of this MOU .
E. Notices . All notices that are required to be delivered under this MOU in
writing shall be personally delivered or sent by overnight mail, registered or
certified mail , postage prepaid, or facsimile, as follows :
To City : City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
Attention : City Manager
Fax : 805-529-8270
To County: County of Ventura
800 South Victoria Avenue #1940
V~ntura, California 93009
Attention: County Executive Office
Fax : 805-658-4500
Such addresses may be changed from time to time by the addressee by
serving notice as heretofore provided. Service of such notice or demand
shall be deemed complete on the date of actual delivery as shown by the
addressee 's registry or certification receipt or at the expiration of the third
day after the date of mailing (whether or not actually received by the
addressee), whichever is earlier in time.
F. Governing Law. This MOU is made and entered into in the State of
California and shall, in all respects, be interpreted, governed and enforced
in accordance with the laws of the State of California applicable to
contracts entered into and fully to be performed therein .
G . Further Assurances . Each party shall from and after the date hereof
execute , acknowledge and deliver such further instruments and perform
such additional acts as any other party may reasonably request to
effectuate the intent of this MOU.
H. Third Party Beneficiaries. No term or provision of this MOU is intended to
or shall be for the benefit of any person or entity not a party hereto , and no
such other person or entity shall have any right or cause of action
hereunder.
I. Defense and Indemn ity . City agrees to indemnify, hold harmless and
defend at its sole expense , with counsel reasonably acceptable to County ,
5
469
any claims, actions, proceedings, demands, judgments, damages, fines
and liabilities of whatever nature (Claims and Liabilities) against County
and all of County's boards, agencies, departments, officers, employees,
agents and volunteers (County Parties) arising from or related to this MOU
including but not limited to the acquisition, ownership and maintenance of
the open space property and implementation, design and construction of
the proposed sound wall project, unless the Claims and Liabilities be
caused by the sole negligence or willful misconduct of County Parties.
County may, at its sole discretion, participate in the defense of any Claims
and Liabilities at County's cost, but such participation shall not relieve City
of its obligations under this section. .
J. Budgeting. County's obligations to provide funding under this MOU are
subject to County's annual budget process and the making of necessary
budget appropriations in the fiscal year in which County would pay the
obligations, and would receive the benefits of the projects, set forth in this
MOU. The obligation of the County to provide funding under this MOU does
not constitute an obligation for which County is obligated to levy or pledge
any form of taxation or for which County has levied or pledged any form of
taxation. Nor do the obligations of County to provide funds under th is MOU
constitute an indebtedness of County within the meaning of any
constitutional debt limitation or restriction. County shall use reasonable
efforts to make such budget decisions and appropriation of funds. Except
for the $1,500,000 referenced in Section 2 above, in the event such budget
decisions and appropriations do not occur, County may, upon five (5) days
written notice to City, terminate this MOU as to that obligation and project.
IN WITNESS WHEREOF, the undersigned each has executed this MOU as of
the date written below.
COUNTY OF VENTURA
/~ .. a.. By :~-~-'---~------
CITY OF MOORPARK
Date: I 1-1 'I-~{)/ 'f
Attachments : Exhibit A-1 and A-2
6
. .
470
\/i a,l le y
Thousand
City of :M.oorpar~
Legend
L- -1 Moorpark Area oflnlerest _ ....
Camari llo Area of Interest
E:J Fillmor'l Area of Interest
[=:! Las Posas Area of Interest
.. Plru Area of Interest
IT] Simi Valley Area of Interest
Thousand Oaks Area of Interest
---Freeway _
____,.___. Railroad
Arroyo Simi
Parcels
c ..:-J City of Moorpark
.. Potential Open Space
Designated Area
••m:=:::J Miles
0.4 0 .8
Sources:
City or Moorplf1<, Mardi 2014
County of Ventura GIS data . Ma rch 201-i
County of Ventere RMA dale
Prepared: Marcil 2014
Nole: A capy of the City's Planning Area F1gure is
available for download at http://www.mo0fll•r1<oa .gov
or for purchase at Moorpark City Hall.
799 Moorpar1<Avenue, Mo0fllar1t , CA9302t .
Designated Area in
Moorpark and its Area of Interest
Updated August 2014
r 471
t C-1 I , .. f Exhibit A-2
Parcels Included in Designated Area in Moorpark and its Area of Interest
(Listed by Assessor Parcel Number)
500-0-120-065
500-0-17 0-135
500-0-180-125 ; -135 ; -145 ; -155 ; -165; -175 ; -185 ; -195 ; -205 ; -215 ; -225 ; -235 ; -255
500-0-281-035 ; -045 ; -165 ; -185 ; -195 ; -205 ; -215 ; -465 ; -475 ; -535 ; -545
500-0-292-015 ; -035 ; -135 ; -195 ; -215 ; -225
6 15-0-010-045
615-0-110-165 ; -175 ; -205 ; -215
615-0-150-185
472
FORM OF SURFACE WAIVER AGREEMENT
RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:
California Resources Production Corporation
c/o California Resources Petroleum
Corporation
11109 River Run Boulevard
Bakersfield, California 93311
Attention: Land Department
with a Copy to:
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
Attention: Office of the City Clerk
SPACE ABOVE THIS LINE FOR RECORDER’S USE
[X] All of APNs 500-0-292-015, 500-0-292-035
[X] Portions of 500-0-281-545 & 500-0-292-195
Document Transfer Tax: $0.00
This Instrument is for the benefit of the City of Moorpark and is exempt from Recording Fees (Gov’t. Code § 27383, Filing Fees (Gov’t. Code
§ 6103)(, and Documentary Transfer Tax (Rev. & Tax. Code § 11922)
SURFACE WAIVER AGREEMENT
This Surface Waiver Agreement (“Agreement”), dated _________________, 2018 (the “Effective
Date”), is entered into by and between the City of Moorpark, a California municipal corporation
(“City”) and California Resources Production Corporation, a Delaware corporation, as agent of
and operator for its affiliate California Resources Petroleum Corporation, a Delaware corporation
(“Mineral Owner”). The City and Mineral Owner are sometimes collectively referred to herein
as the “Parties” and individually as “Party.”
RECITALS
A. WHEREAS, the City and Waste Management of California, Inc., a California corporation
(“Waste Management”) and the City contemplate entering into an Agreement for
Purchase and Sale of Real Property and Joint Escrow Instructions (“Purchase
Agreement”) whereby Waste Management intends to convey to the City that certain real
property consisting of approximately 125 acres located in the City of Moorpark, County
of Ventura, California, more particularly described on Exhibit A attached hereto and
incorporated herein by this reference (“Property”).
473
B. WHEREAS, as part of the real property transaction for the Property, Waste Management
intends to reserve its mineral interest in the Property.
C. WHEREAS, the City intends to purchase the Property for public use, namely open space
purposes, and all uses necessary or convenient thereto so that the City may, independently
or jointly with the County of Ventura, operate and maintain a portion of the Property as a
conservation easement in perpetuity while utilizing the remainder of the Property as
functional land for the public.
D. WHEREAS, a portion of the Property is subject to that certain Oil, Gas and Mineral
Lease dated July 15, 2014 between Waste Management and California Resources
Production Corporation, a Delaware corporation, as agent of and operator for its affiliate
California Resources Petroleum Corporation, a Delaware corporation (previously
registered as Vintage Production California LLC, a Delaware limited liability company)
(“Lease”) and pursuant to said Lease, Mineral Owner either owns in fee an undivided
interest in all or a portion of the oil, gas, and other minerals (sometimes collectively
referred to as “minerals”) or has leased and wishes to continue leasing from Waste
Management the mineral estate in that portion of the Property subject to the Lease
described in Exhibit B attached hereto and incorporated herein by this reference.
E. WHEREAS, in anticipation of the transfer of the Property, the City and Waste
Management have requested that Mineral Owner waive its rights to use or occupy a
portion of the surface of the Property and of the subsurface area located between the
surface and five hundred feet (500’).
F. WHEREAS, in exchange for express reservation of certain areas of the Property for
current and future oil and gas operations, Mineral Owner agrees to waive and surrender
its rights to use or occupy the remaining surface of the Property.
G. WHEREAS, the parties intend that this Agreement will be recorded at the time that the
Grant Deed that conveys the Property to the City is recorded in the Official Records of
the County of Ventura.
H. WHEREAS, the parties to this Agreement intend that the indemnity that Mineral Owner
provided to Waste Management in the Lease will apply equally to the City;
NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth herein,
and for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:
TERMS OF AGREEMENT
1. Waiver of Surface Rights.
474
1.1 Waiver of Surface Rights. Mineral Owner permanently waives any and all rights
Mineral Owner possesses to use the surface of the Property (i.e. from the ground
surface to 500 feet below the ground surface), except for and reserving the limited
surface access and use rights provided in Section 2 of this Agreement.
1.2 Mineral Interest. Subject to Section 1.1 above, Mineral Owner specifically
reserves any and all other rights and interest it has in the Property, whether via
ownership or lease, including, but not limited to, the right to slant drill into, under,
through or across the Property from such other lands other than the Property for
the production of oil, gas, hydrocarbons, and other minerals from the Property 500
feet below the ground surface, in accordance with applicable law.
1.3 Delivery of Documents. To give effect to the terms contained herein, the City and
Mineral Owner shall execute, acknowledge and deliver, or obtain the execution,
acknowledgment, and delivery of such further documents as provided in this
Agreement.
1.4 Consent and Approval of Mineral Owner’s Operations. Without waiving any of
its governmental rights or powers, for itself and for its successors in interest, the
City does hereby expressly consent to and approve the exercise and enjoyment by
Mineral Owner, its successors and assigns, of its said retained mineral rights and
the rights appurtenant and incidental thereto, and the other easements and rights
granted by Waste Management to Mineral Owner pursuant to the Lease.
1.5 Confirmation of Mineral Rights. The City hereby recognizes and expressly
confirms Mineral Owner’s mineral rights pursuant to the Lease as modified
hereinabove, and nothing herein contained in this Agreement shall be deemed to
be an abridgement or limitation thereof except insofar as the surface rights of
entry appurtenant and incidental thereto have been hereinabove waived, and the
City hereby agrees for itself, and its successors in interest, as a covenant running
with the Property, which covenant is hereby created, never to contest the title of
Waste Management or of Mineral Owner to said retained mineral rights, or to
offer any hindrance or obstruction to the exercise or enjoyment of the same by
Mineral Owner.
2. Reserved Operations Area and Access Easement.
2.1 Exclusion of Reserved Operations area. Mineral Owner and City agree that a
portion of the Property, as depicted on the map attached hereto as Exhibit C and
legally described in Exhibit C-1, attached hereto and incorporated herein (the
“Reserved Operations Area”), is excluded and reserved from this Agreement and
shall continue to be used by Mineral Owner for its present and future operations,
and will not be subject to any long-term conservation instrument recorded on the
Property. Mineral Owner shall have the right to continue to exploit, explore for,
develop, or produce minerals with wells drilled on the surface of the Reserved
Operations Area or from locations outside of the Property. Mineral Owner further
475
retains the right to exclude all others, including the City, from the Reserved
Operations Area for safety reasons. If the City needs access to such designated
areas, the City shall notify Mineral Owner in writing, and both shall agree on
terms for temporary access, in a safe manner, that allows for the City’s necessary
operations.
2.2 Grant of Access and Utility Easement. In addition to the appurtenant rights
already possessed by Mineral Owner in connection with its mineral rights in the
Property, the City grants to Mineral Owner a non-exclusive express easement
over, under, upon, through, and across the area depicted in Exhibit C, and legally
described in Exhibit C-2, attached hereto and incorporated herein (the “Access
and Utility Easement”) for the purposes of access, ingress and egress to, from and
over the Access and Utility Easement area and onto the Reserved Operations Area
and for private utilities consisting of such pipeline and power line purposes as
exist and may be necessary in association with Mineral Owners present or future
use and operations upon the Reserved Operations Area. Should inclement
weather or natural phenomena render the Access and Utility Easement impassable
or should there be a need for emergency access, Mineral Owner shall notify the
City of such necessity and the Parties shall agree to a mutually acceptable
temporary access route. Additionally, should the City and Mineral Owner deem it
in the best interest of both Parties, an alternative route and positioning of the
Access and Utility Easement may be identified and utilized should there be a
mutual agreement among the Parties.
2.3 Use of Access and Utility Easement. The Access and Utility Easement shall only
be used for such private utility purposes stated above and access to and from the
Reserved Operations Area. Mineral Owner shall comply with all laws, rules, and
orders of all federal, state, county and local governments or agencies that may be
applicable to use of the roadway, including but not limited to, those applicable to
the transportation of hazardous materials.
2.4 Reservation of Future Drill Site Operations Areas and Easements. The City grants
to Mineral Owner and Mineral Owner retains the right to exclusively utilize two
(2) parcels of land (“Drill Sites”) that shall be excluded from any long-term
conservation agreement and may, at Mineral Owner’s sole discretion, be used as
drill sites and for future operations of whatever nature with respect to the
exploration for, exploitation of mining and production, processing, transporting
and marketing of oil, gas and/or other minerals from the Property or in connection
with the conduct of other activities associated with the ownership of the oil, gas
and mineral interests in the Property. Drill Sites shall each be limited to three (3)
acres in size and shall be located as closely as reasonably possible surrounding
the location center points identified as “Moorpark Pad A” and “Moorpark Pad B”
on Exhibit D attached hereto and made a part hereof. It shall be stipulated,
however, that no newly constructed Drill Site have a clear line of sight to
Highway 118 as presently situated south of the Property. The City shall inform
Mineral Owner of any contemplated non-temporary use of the Drill Sites prior to
476
such use and Mineral Owner reserves the right to reject any such use of the Drill
Sites that may impact Mineral Owner’s current or future use of the location(s).
Contemporaneously, the City grants to Mineral Owner and Mineral Owner retains
the right to a thirty foot (30’) wide non-exclusive right-of-way, pipeline and
power line perpetual easement to and from each of the two (2) Drill Sites
(“Reserved Easements”). Said Reserved Easements shall be located in the
clearest, convenient and most reasonable location as determined by Mineral
Owner for access by Mineral Owner to and from the Drill Sites, access roads and
Mineral Owner’s infrastructure and facilities. Mineral Owner shall be allowed to
temporarily exceed the size and width of the Drill Sites and Reserved Easements
only for the time periods of actual construction and drilling operations. Mineral
Owner shall be responsible for the permitting, construction and maintenance of
any improvements related to its use of each Drill Site Area and Reserved
Easements (the City shall bear any cost or expense of activities of the City or its
designees, successors, tenants, assigns, successors-in-title, and mortgagees within
the Property).
Mineral Owner may, at any time, request that the City execute a separate,
recordable document in a form agreeable to Mineral Owner memorializing the
Drill Sites and/or the Reserved Easements. The City shall promptly deliver such
document(s) to Mineral Owner.
2.5 Maintenance. Mineral Owner shall, at Mineral Owner's own cost and expense,
maintain the Reserved Operations Area, Access and Utilities Easement, Drill Sites
and Reserved Easements (“Reserved Sites”) in essentially the same condition (as
deemed by the Mineral Owner) as of the date of this Agreement, subject to
modifications necessary for Mineral Owner to conduct oil and gas operations. the
City shall not be responsible for maintenance costs or maintenance of the
Reserved Sites unless the City, its assigns or, by extension, the public jointly use
the Reserved Sites in which case both the City and Mineral Owner will share in
the maintenance cost proportionate to usage.
2.6 Duration. The rights granted by the City and the exceptions reserved by Mineral
Owner are granted in perpetuity, shall run with and be appurtenant to Mineral
Owner’s title to the minerals beneath the Property and the rights reserved in over
and upon the Reserved Sites.
2.7 Abandonment. Mineral Owner shall, at Mineral Owner’s own cost and expense,
follow all applicable laws, including California Code of Regulations Title 14,
sections 1700 et seq., for the plugging, abandonment and/or reclamation of any
wells and associated structures located within the Reserved Sites.
2.8 Indemnification.
(a) Definitions. The following definitions apply to this Agreement:
477
(i) “Applicable Law” means all present or future federal, state,
municipal, local, administrative or judicial laws, regulations, ordinances, orders,
common law, permit requirements, directives, judgments, injunctions or decrees
or any orders issued by any Governmental Authority.
(ii) “Contaminant” means and refers to (1) Substances (or
fraction thereof); (2) all substances in any way regulated by Applicable Law
pertaining to the protection of the environment and public health, including, but
not limited to, any substance included within the definitions of “hazardous
substance”, “hazardous waste,” “hazardous material,” “toxic substance”, “solid
waste”, “contaminant” or “pollutant,” as those terms are defined in their broadest
sense by any federal, state or local law, regulation or order; and (3) any material,
waste, or substance that is asbestos, polychlorinated biphenyl, or a radioactive
material, naturally occurring or otherwise.
(iii) “Environmental Condition” means any condition that exists
with respect to the air, land, soil, surface, subsurface, strata, surface water, ground
water, storm water or sediments arising out of or relating to any actual, alleged or
threatened discharge, Release, disposal, emission, spill or migration of any
Substances or any other Contaminant into the environment.
(iv) “Government Authority” means any federal, state, local,
municipal, tribal or other governmental, any governmental, regulatory, or
administrative agency, commission, body or other authority exercising or entitled
to exercise any administrative, executive, judicial, legislative, police, regulatory or
taxing authority or power, or any court or governmental tribunal.
(v) “Release” means and refers to any spilling, release, leaking,
pumping, pouring, emitting, emptying, discharging, ejecting, escaping, leaching,
dumping, migration, deposit, disposal, escape, emplacement, seepage, filtration or
disposal into the environment, and as defined in Section 101(22) of CERCLA [42
U.S.C. § 9601(22)] of any Contaminant into or upon any Person, thing, or place,
including the environment, land, soil, air, atmosphere, man-made structure, and/or
any above or below ground watercourse or body of water.
(vi) “Substances” means oil, gas, other hydrocarbons,
associated substances, sulfur, nitrogen, carbon dioxide, helium and other
commercially valuable substances which may be produced through wells on the
Property, whether or not similar to the above-mentioned substances.
(b) Release and Indemnity. Subject to subsection 2.8(c) below,
Mineral Owner agrees to release and does hereby release the City from and
forever indemnify, to the fullest extent permitted by law, and to protect, defend
and hold the City, and each of its past or present elected or appointed officials,
council members, employees, servants, agents, attorneys, accountants,
representatives, heirs, beneficiaries, trustees, trustors, successors, assigns,
478
independent contractors, consultants and insurers (the “City Parties”) free and
harmless from and against all claims, losses, liabilities, causes of action, demands,
damages, suits, judgments, debts, costs, claims for payment, contribution or
indemnity, expenses (including but not limited to attorneys’ fees and costs), fines,
penalties, and liens of every kind and nature of any and every kind or nature
(including, without limitation, claims and liability for, and damage and losses
from death of or injury to all persons or entities whomsoever, including, without
limitation, subsequent owners, occupants, tenants, licensees, and invitees on the
Property (or any interest therein), and damage to or destruction of any real or
personal property whatsoever) (collectively referred to as “Claims”) in any
manner arising out of or in connection with (i) any operations of Mineral Owner
on or in connection with the Property, (ii) the doing or furnishing of any labor,
material or equipment in connection with Mineral Owner’s operations under the
Lease; (iii) any act or failure to act, whether negligent or otherwise, by Mineral
Owner, its agents, representatives and contractors in connection with Mineral
Owner’s operations under the Lease; (iv) any exercise by Mineral Owner of its
rights hereunder; (v) the construction, drilling, operation, use or maintenance of
any well, equipment or facility by Mineral Owner under the Lease; (vi) any failure
or alleged failure of Mineral Owner to comply with any Applicable Law; (vii) any
Environmental Liabilities and obligations; (viii) any Claims arising from the
release of any Contaminants by Mineral Owner on or into the Property; (ix)
Mineral Owner’s actual or alleged failure to fully remediate any portion of the
Property in accordance with the Lease; and (x) Mineral Owner’s actual or alleged
failure to remove or abandon any well, facility, equipment, structure or other
improvement as and when required by the terms of the Lease.
(c) Limitations on Mineral Owner’s Indemnity Obligations.
Notwithstanding any other provision hereof, Mineral Owner shall not be obligated
to indemnify the City Parties with respect to (i) any Claims to the extent that such
Claims result from or arise out of the gross negligence or willful misconduct of
any City Parties; and (ii) any Claims relating to bodily injury or property damage
made prior to the date of this Agreement. City acknowledges that Mineral
Owner’s operations pursuant to the Lease could result in a diminution of value of
the Property and/or have an adverse impact on the marketing of the Property.
Notwithstanding anything herein to the contrary, Mineral Owner shall not be
obligated to indemnify City for any Claims that are based on a diminution of value
of the Property that arise due to Mineral Owner’s activities and operations
pursuant to the Lease, so long as such activities and operations are or were in
compliance with Applicable Law and all of the terms and requirements of the
Lease.
(d) Costs of Defense. Mineral Owner shall defend City against any
indemnified Claim at Mineral Owner’s own cost, risk and expense; provided,
however, that City shall have the right to select attorneys of its own choice to
represent it at the Mineral Owner’s expense, so long as the attorneys selected are
reasonably acceptable to Mineral Owner. Without limiting the generality of any
479
of the foregoing, the indemnification contained herein shall also specifically cover
all costs incurred by the City Parties in responding to any Claims, including
investigation and remedial work required by Applicable Law, or otherwise
necessary to respond to any Claims, as well as all attorneys’ fees and consultants’
fees incurred by the City Parties in responding to any such Claims.
(e) Survival of Indemnity Obligations. Mineral Owner’s indemnity
obligations under this Section 2.9 shall survive the expiration or earlier
termination of this Agreement as to all or any portion of the Property, and shall
inure to the benefit of and be binding upon Mineral Owner’s respective successors
and assigns under the Lease.
(f) Surface Protection And Damages. Mineral Owner shall pay the
amount of all damages caused by or arising in connection with Mineral Owner’s
operations, use and occupancy of the Property including, without limitation, all
damages to livestock, crops, fruit or nut trees, timber, fences, ditches, buildings,
equipment, facilities, and any other structures and improvements, which payments
shall be made to City or, without limitation, City’s agents, employees, contractors,
tenants, lessees, licensees, invitees, partners, joint venturers, assignees, and its and
their successors and assigns, as the case may be. The City shall pay the amount of
all damages caused by or arising in connection with the City’s operations on the
Property.
(g) In addition to the foregoing indemnity obligations of the Mineral
Owner and without limiting such obligations, Mineral Owner shall also defend,
indemnify and hold the City harmless from and against any and all claims,
liabilities, damages, losses, costs and expenses arising from the activities of
Mineral Owner in, on or about the Reserved Operations Area, Drill Sites area,
Access and Utility Easement area or Reserved Easements area(s), including
without limitation releases of hazardous materials.
3. Cooperation by the City. The City agrees not to unreasonably object to, interfere with,
protest, or oppose in any way the approvals, plans, or operations of Mineral Owner on the areas
reserved hereinabove, except that if the City of Moorpark becomes the City, the foregoing shall
not affect the City’s governmental rights or powers.
4. Cooperation by Mineral Owner. Mineral Owner agrees not to unreasonably object to,
interfere with, protest, or oppose in any way the approvals, plans, or operations of the City at the
Property.
5. Delivery and Recordation of Documents. Mineral Owner shall record a signed and
acknowledged “Memorandum of Surface Waiver Agreement” (“Memorandum”), in the form
attached hereto as Exhibit E, whereby Mineral Owner shall surrender any and all of its rights to
use the surface of the Property as described in section 1 above, and retain any and all of its rights
as described in section 2 above. Mineral Owner shall provide to the City a conformed copy of the
recorded Memorandum.
480
6. Binding Effect. This Agreement shall be binding on all Parties and their heirs, successors,
and assigns.
7. Mineral Leases and Production Agreements Subject Hereto. Any lease or production
agreement of oil, gas, and/or other minerals now on or hereafter covering the Property, or any
portion thereof, shall be expressly made subject to the terms and provisions of this instrument.
8. Running with the Land. It is the intention of the Parties hereto that the rights and waiver of
surface and subsurface rights herein established for the benefit of the City shall run with, and be
appurtenant to, the Property, and shall be burdens upon the oil, gas, and other mineral interests
held by Mineral Owner in and under the Property, shall run with such oil, gas, and other mineral
interests, and shall bind Mineral Owner and its successors, tenants, assigns, successors-in-title,
and mortgagees. Furthermore, it is the intention of the Parties hereto that the designated
Reserved Operations Area (Exhibit C-1) and access easement (Exhibit C-2) herein established
for the benefit of the Mineral Owner shall run with, and be appurtenant to, the Reserved
Operations Area, and shall be burdens upon the Surface Estate held by the City, and shall bind
the City and its successors, tenants, assigns, successors-in-title and mortgagees.
9. Entire Agreement. This Agreement constitutes the entire agreement and understanding
between the Parties with respect to the subject matter of this Agreement. There are no oral
understandings, terms, or conditions, and neither Party has relied upon any representation,
express or implied, not contained in this Agreement.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
11. Voluntary Agreement. The Parties represent that they have read this Agreement in full and
understand and voluntarily agree to its provisions. The Parties further represent that they have, as
of the date of execution of this Agreement, the legal authority and capacity to understand, agree
to, and sign this Agreement on their own behalf and on the behalf of any entity for which they
sign. The Parties further acknowledge and agree that they have been represented by competent
legal counsel at all times relevant to this matter and have had an adequate opportunity to consult
with and receive legal advice from said counsel prior to their signing of this Agreement.
12. Interpretation. The language of all parts of this Agreement shall, in all cases, be construed as
a whole, according to its fair meaning, and not strictly for or against any Party.
13. Attorneys’ Fees and Costs. Each Party shall bear its own attorneys’ fees and costs incurred
prior to the effective date of this Agreement. If any legal action or proceeding arising out of or
relating to this Agreement is brought by any party to this Agreement, the prevailing party will be
entitled to receive from the other party or parties to such action or proceeding, in addition to any
other relief that may be granted, the reasonable attorney’s fees, costs, and expenses incurred in
the action or proceeding by the prevailing party.
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14. Notices. All notices or other documents to be provided pursuant to this Agreement shall be
personally delivered, mailed, postage prepaid, or sent via nationally-recognized overnight courier
as below. Any changes to the below shall be made in writing delivered to the other party:
(a) To City
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
Attn: City Manager
(b) To Mineral Owner
California Resources Petroleum Corporation
11109 River Run Blvd.
Bakersfield, CA 93311
Attn: Land Department
15. Severability. If any provision of this Agreement is held to be void, voidable, or
unenforceable, the remaining portions of the Agreement shall remain in full force and effect.
16. Execution in Counterparts. This Agreement may be executed in counterparts, such that the
signatures may appear on separate signature pages, and shall be deemed effective when all
Parties have signed the Agreement or any counterpart thereof. A copy of an original, with all
signatures appended together, shall be deemed a fully executed Agreement.
17. Modification and Amendment. This Agreement may not be modified or amended except in
writing signed by all Parties.
18. Cooperation; Further Assurances. The Parties hereto shall take such actions, or execute,
acknowledge and deliver, or obtain the execution, acknowledgment, and delivery of such further
documents, as are reasonably necessary, appropriate or desirable to give effect to the terms of this
Agreement, including documents incorporated with this Agreement and attached hereto.
19. Effect of Headings. The subject headings of the sections and paragraphs of this Agreement
are included for purposes of convenience only, and shall have no effect on the meaning or the
construction or interpretation of any of the provisions hereof.
WHEREFORE, the undersigned execute this Agreement as follows:
482
Dated: __________________, 2018 CITY OF MOORPARK, a municipal corporation By: Janice S. Parvin, Mayor ATTEST: ____________________________________
Maureen Benson, City Clerk
Approved as to form:
By:_________________________________
Kevin Ennis, City Attorney
Dated: __________________, 2018
Dated: __________________, 2018
CALIFORNIA RESOURCES PRODUCTION CORPORATION, a Delaware Corporation By:
Title:________________________________
By:
Title:________________________________
483
EXHIBIT “A”
LEGAL DESCRIPTION
Being a portion of Parcel Map Waiver No. SD06-0072, in the City of Moorpark, County of
Ventura, State of California, as recorded June 10, 2008, as Document No. 20080610-00091642
of Official Records of Ventura County, described as follows:
Beginning at the intersection of the northerly line of State Highway 118, as described in the Final
Order of Condemnation recorded August 7, 1975, as Instrument No. 52910 in Book 4443, Page
319 of Official Records of Ventura County, with the easterly boundary of the land described in
the Grant Deed recorded December 16, 1963, as Instrument No. 74669 in Book 2446, Page 56 of
Official Records of Ventura County; thence along said easterly boundary by the following two
courses:
1st: North 12°10’45" West 177.58 feet; thence,
2nd: North 3°49’15" East 140.70 feet to the easterly terminus of the twenty-second course of
Tract 8, as Described in the Notice of Lis Pendens recorded May 19, 1966, as Instrument
No. 26184 in Book 2990, Page 214 of Official Records of Ventura County; thence along
the easterly prolongation of said twenty-second course,
3rd: South 87°03’50" East 342.81 feet to the intersection with a line, passing through the
northeasterly terminus of the second course of said Instrument No. 52910 and having a
bearing of North 11°09’17" East; thence along said line,
4th: North 11°09’17" East 688.42 feet; thence,
5th: North 87°34’18" East 2141.98 feet; thence,
6th: South 16°21’23" East 294.33 feet; thence,
7th: South 58°41’11" East 178.06 feet; thence,
8th: North 46°41’00" East 605.51 feet; thence,
9th: North 79°31’02" East 1275.20 feet to the intersection with a line, passing through the
southeasterly terminus of the ninety-ninth course of boundary of the City of Moorpark, as
described in the Certificate of Completion recorded March 30, 1983, as Instrument No.
83-031119 of Official Records of Ventura County, said line having a bearing of North
77°15’24" West; thence along said line,
10th: South 77°15’24" East 554.96 feet to the southeasterly terminus of said ninety-ninth
course; thence along the boundary of the City of Moorpark by the following eight
courses:
11th: South 38°53’46" West 275.00 feet; thence,
12th: South 73°30’46" West 206.50 feet; thence,
13th: South 46°56’46" West 290.00 feet; thence,
14th: South 40°29’46" West 362.60 feet; thence,
15th: South 27°28’46" West 78.50 feet; thence,
16th: South 5°35’46" West 95.00 feet; thence,
17th: South 21°03’14" East 596.50 feet; thence,
18th: South 15°35’14" East 293.77 feet to the intersection with the northerly line of State
Highway 118, as described in said Instrument No. 52910; thence along said northerly line
by the following 23 courses:
19th: North 73°08’13" West 311.01 feet; thence,
20th: North 58°03’18" West 411.49 feet; thence,
484
21st: South 72°38’40" West 80.78 feet; thence,
22nd: North 23°18’45" West 107.36 feet; thence,
23rd: South 88°31’52" West 179.58 feet; thence,
24th: North 14°04’00" East 167.97 feet; thence,
25th: North 68°18’29" West 157.16 feet; thence,
26th: South 58°27’11" West 244.51 feet; thence,
27th: South 31°46’57" East 148.21 feet; thence,
28th: South 54°26’11" West 436.21 feet; thence,
29th: North 53°12’25" West 177.55 feet; thence,
30th: South 82°18’20" West 526.78 feet; thence,
31st: North 89°20’12" West 215.47 feet; thence,
32nd: North 83°30’32" West 140.09 feet; thence,
33rd: South 76°47’44" West 115.43 feet; thence,
34th: North 56°29’10" West 125.85 feet; thence,
35th: North 87°45’13" West 405.89 feet; thence,
36th: North 71°16’05" West 500.75 feet; thence,
37th: North 22°21’13" West 219.67 feet; thence,
38th: North 41°24’09" West 247.96 feet; thence,
39th: South 76°09’58" West 313.48 feet; thence,
40th: South 43°16’43" West 265.26 feet; thence,
41st: North 63°17’49" West 114.12 feet to the point of beginning of this description.
EXCEPTING THEREFROM that portion of said land, as described in the document recorded
April 29, 1970, as Instrument No. 20543 in Book 3655, Page 306 of Official Records of Ventura
County.
Containing 125.00 acres, more or less.
_______________________________________
Larry J. Frager, P.L.S. 7998 Date
485
Exhibit “B”
Legal Description of Portions of Property Subject to Lease in Favor of Mineral Owner
[Insert Legal Description]
486
Exhibit “C”
Map of Portions of Property Excluded and Reserved from Surface Waiver
Agreement
[This page intentionally left blank because no portions of Property are Excluded or
Reserved]
487
Exhibit “C-1”
Legal Description of Reserved Operations Area
[This page intentionally left blank because the Property contains no Reserved Operations
Area]
488
Exhibit “C-2”
Legal Description of Non-Exclusive Access and Utility Easement
[This page intentionally left blank because the Property contains no Non-Exclusive Access
and Utility Easement]
489
Exhibit “D”
Depiction of Moorpark Pad A and Moorpark Pad B
490
Exhibit “E”
Form of Memorandum of Surface Waiver Agreement
[Insert form of Memorandum]
[TO BE INSERTED SUBJECT TO FINAL LANGUAGE APPROVAL
BY CITY MANAGER AND CITY ATTORNEY]
491