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HomeMy WebLinkAboutC-3562(A) - 2005-2006 Various City Sewer Main Improvements and Big Canyon Trunk Sewer Replacement - construction access agreement for the constructionCONSTRUCTION ACCESS AGREEMENT WITH THE BIG CANYON COUNTRY CLUB FOR THE BIG CANYON TRUNK SEWER IMPROVEMENT PROJECT THIS CONSTRUCTION ACCESS AGREEMENT ( "Agreement ") is made and entered into as of this Aoft day of April, 2006, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and Big Canyon Country Club, a California non - profit mutual benefit corporation (the "Owner"), and is made with reference to the following: RECITALS WHEREAS, City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City; WHEREAS, Orange County Sanitation District is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700 et seq. ( "District "); WHEREAS, Owner owns a portion of the land (the "Project Boundaries') bounded by Jamboree Road, Ford Road, MacArthur Boulevard and San Joaquin Hills Road in Newport Beach, California; WHEREAS, the portion of the land (the "Property ") within the Project Boundaries which is owned by Owner is described in Exhibit A, attached hereto and made a part hereof ( "Construction Map "), and has been improved as a golf course, driving range, clubhouse and related site, recreational and maintenance facilities; WHEREAS, District owns, operates and maintains a 12 -inch to 15 -inch trunk sewer line within the City of Newport Beach located beneath the Property and the unrelated Big Canyon residential development (hereinafter the District's existing sewer line shall be referred to as the "Big Canyon Trunk Sewer'); WHEREAS, the Big Canyon Trunk Sewer was built in the 1960s and was subsequently covered by substantial amounts of earth fill during construction of the Big Canyon Country Club and Big Canyon residential development; WHEREAS, as a result of the construction, portions of the Big Canyon Trunk Sewer are buried deep underground (up to 45 feet), making it difficult to properly maintain it; WHEREAS, City owns, operates, and maintains numerous sewer lines in the Big Canyon development that connect to the Big Canyon Trunk Sewer ( "City Sewers "); 0 0 WHEREAS, on June 14, 2005, the City and District entered into a Reimbursement Agreement for the Big Canyon Trunk Sewer Improvement Project, a joint project to be administered by the City, which provided for, among other things, the construction and realignment of Big Canyon Trunk Sewer to allow easier access for maintenance purposes ( "New Big Canyon Trunk Sewer"), the extension of the City's Sewer lines to connect to the New Big Canyon Trunk Sewer, and the repair, replacement, and realignment of a portion of the City Sewers that connect to the Big Canyon Trunk Sewer (collectively, the "Project "); WHEREAS, the location of the New Big Canyon Trunk Sewer and additional City sewer lines ( "City Lines ") to be constructed on the Property are shown on Exhibit A; WHEREAS, pursuant to the Reimbursement Agreement, the City agreed to coordinate and obtain permission from the Owner to obtain access for the construction of the Project; and WHEREAS, the Owner and City desire to enter into this Agreement to provide for such access and entry for the construction of the portion of the Project on the Property subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants, undertakings, and other consideration set forth in this Agreement, City and Owner (sometimes a "party" or the "parties ") agree as follows: 1. Grant of Access. For valuable consideration, Owner hereby grants to District and City, their employees, agents, consultants, the contractor selected by the City to perform the Project ( "Contractor"), the Contractor's employees, agents, material suppliers, subcontractors, and their employees ( "Authorized Parties ") the right to access and enter upon the Property for the purpose of performing any and all work necessary to construct the Project (the "Work "), subject to the terms and conditions set forth herein. This Agreement is expressly conditioned upon (i) the attendance of the Contractor and its on -site superintendent at a pre- construction meeting to be held with the Owner at the Property to discuss the Contractor's plan to perform the Work in a manner consistent with the terms of this Agreement, which terms shall be incorporated into the agreement with the Contractor selected to perform the Work; (ii) Contractor accessing the Property at the designated locations described herein; and (iii) prior to entry on the Property, the delivery to Owner of a certificate of insurance as provided in Exhibit B, which is attached hereto and incorporated by this reference (the "Construction Document Requirements "). City acknowledges that Owner has no authority to grant access over any other property within the Project Boundaries. The grant of the access is subject to all of the terms and provisions of this Agreement. The City shall cause the Contractor and the Authorized Parties to comply with the terms of this Agreement in the performance of the Work. 2. Portion of the Property Subject to the Agreement. The portions of the Property which are the subject of this Agreement are: (a) described in Section 2 of the Construction Document Requirements as the designated locations for accessing the E Property; (b) depicted as the "Proposed Work and Work Zone" (collectively, the "Work Zone ") on plans for the Work prepared by Walden & Associates, sheets G0002 (2 of 17), G0002A (2A of 17), G0002B (213 of 17), and G0002C (2C of 17) (collectively, the "Plans'); and (c) depicted as the Construction Storage Area and Construction Access Routes on Exhibit A attached hereto. The areas described in (a) through (c) of this Section are collectively referred to herein as the "Access Area ". Entry by the Authorized Parties on portions of the Property other than the Access Areas shall be deemed to be a breach of this Agreement. 3. Construction Documents. The City shall include those terms and conditions set forth in the Construction Document Requirements into the Plans, specifications, drawings, conditions or other documents that will be incorporated into the agreement between the City and Contractor selected to perform the Work (hereinafter "Construction Documents "). The City shall cause the Contractor, its subcontractors and material suppliers to perform each of the terms and conditions set forth in the Construction Documents and the Construction Document Requirements. Owner shall cooperate with City, its Contractor and take any and all action expressly required of Owner which are described in the Construction Document Requirements. The parties agree that all words, terms and phrases defined in this Agreement that are used in the Construction Document Requirements shall have the same meaning as set forth in this Agreement. 4. Term of Agreement. The initial term (the 'Initial Term ") of this Agreement shall commence on the date when Contractor first enters upon the Property to commence the Work and shall end one hundred and fifty (150) calendar days thereafter. However, if the Contractor has "Completed its Work" on Phase 1, as defined in the Construction Document Requirements, prior to June 26, 2006, the Initial Term shall be tolled from the date Contractor has Completed its Work on Phase 1 until June 26, 2006. The Contractor shall be deemed to have "Completed its Work" on Phase 1 when it has completed the sewer installation(s), backfilled and compacted the trenches and any other surface irregularities created by the Work back to the level at which such areas were when Contractor commenced Phase 1 of the Work, removed all remaining dirt and debris from the Phase 1 area excavated by Contractor (unless such dirt will be used by Owner's contractor for the Pond Fill Project (as defined below)) and moved all men, equipment, barricades or other obstructions from the Phase 1 area. In addition, the Contractor shall have seven (7) calendar days past the Initial Term to complete the landscape restoration efforts associated with Phase 7, as defined in the Construction Document Requirements, after the Contractor has completed its Work on Phase 7, and the City shall not be charged any amount pursuant to this Agreement during said seven day time period. If the Work is not completed within the Initial Term, as it may have been adjusted as described in this Section 4 above, the City, in its sole discretion, shall have the option of extending the term of this Agreement for up to ninety (90) calendar days ( "Extended Term ") to complete the Work; provided that the City shall pay to Owner liquidated damages in the amount of Two Thousand Dollars and No Cents ($2,000.00) for each day during the Extended Term that the City elects to extend the Agreement. Such payment shall be made within ten (10) days after the end of the Extended Term. 3 0 0 THE PARTIES AGREE THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE THE ACTUAL DAMAGES TO OWNER AS A RESULT OF A DELAY OF THE PROJECT BEYOND THE INITIAL TERM. THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT TO THE OWNER FROM THE DELAY OF COMPLETION OF THE PROJECT WOULD BE THE SUM OF TWO THOUSAND DOLLARS ($2,000) PER DAY FOR EACH CALENDAR DAY THAT THE CITY ELECTS TO EXTEND THE TERM OF THIS AGREEMENT BEYOND THE INITIAL TERM. 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 OWNER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE CITY HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389 WITH RESPECT TO THE PAYMENT OF SUCH LIQUIDATED DAMAGES. (INITIALS: The City ; Owner ) The parties hereto agree that: (a) if the Work is not completed during the Initial Term and the Extended Term; (b) if the City elects to terminate the agreement with the Contractor for the construction of the Project due to the failure of the Contractor to abide by the terms and conditions contained in the City's agreement with the Contractor; and /or (c) if differing site conditions are encountered which were unknown at the time this Agreement was entered into, then the Owner and City shall meet within five (5) days after the end of the Extended Term or the termination of the City's agreement with the Contractor, whichever is earlier to determine and agree upon a new agreement which will provide for: access and entry to the Property for the purpose of completing the Worts according to a reasonable schedule; a reasonable amount of compensation to Owner based upon the Owner's loss of revenue related to the then unfinished portion of the Project; and other reasonable terms. If the Work is not expected to be resumed within twenty (20) days after the date of such meeting, Owner may give the City notice to restore the Property in accordance with the terms of this Agreement as if the Work had been completed by the Contractor. In such event, the City shall commence such restoration within fifteen (15) days after the City receives such notice and shall diligently pursue such restoration to completion. The parties hereto agree that this Agreement may be terminated by the City if, prior to entry by Contractor on the Property to commence the Work, the City and /or the District elect not to proceed with the Project. The parties hereto also agree that the Initial Term and /or Extended Term shall be extended as a result of any delays caused entirely or primarily by the acts or omissions of Owner, and the City shall not be obligated to pay Owner as provided herein for any Owner caused delays. 5. Coordination of Work. The parties acknowledge that Owner is in the process of constructing a project commonly known as the Big Canyon Country Club Pond Fill Project ( "Pond Fill Project ") and that a portion of the Work must be coordinated with Owner's contractor of the Pond Fill Project. Part of the Pond Fill Project involves the installation of storm drain lines (the "Storm Drain Lines ") in an area where the New Big Canyon Trunk Sewer and the City Lines will be installed. The New Big Canyon Trunk Sewer must be installed prior to the installation of the Storm Drain Lines. In order to not interfere with the Pond Fill Project, the City shall, by April 7, 2006, enter into a 4 0 0 contract, which amount shall not exceed $30,000, with Clarke Contracting Corporation ( "CCC ") for the installation of that portion of the City Lines and the New Big Canyon Trunk Sewer which will be below the Storm Drain Lines. The parties agree that prior to July 5, 2006, and between stations 53 +50 and 56 +00 shown on the Plans and City Line "I" shown on Sheet 10 and the profile thereof on Sheet 9 of the Big Canyon Trunk Drawings, the backfill and final grade work by the Owner's contractor for the Pond Fill Project shall not be completed to an elevation greater than two feet (2') above the top of pipe elevation of the Storm Drain Lines being installed as part of the Pond Fill Project, within the width of the easements for the New Big Canyon Trunk Sewer and City Lines; provided, however, to the extent Contractor has completed installation of the New Big Canyon Trunk Sewer and City Lines in the area of the Pond Fill Project prior to July 5, 2006, Owner may allow Owner's contractor to complete the backfilling of those areas upon such completion. 6. Default. In the event that the City, Contractor or any of the Authorized Parties fail to comply with any provisions of this Agreement ( "Default "), which Default shall not have been cured within ten (10) calendar days after City receives written notice specifying such Default, then Owner may, in addition to any other remedies provided at law or in equity, immediately or any time thereafter terminate this Agreement herein upon written notice to the City. 7. Construction Manager. The parties hereto agree that the City shall hire Walden & Associates ( "Walden ") as its Construction Manager for that portion of the Project within the Property. The City, in its sole discretion, may terminate its agreement with Walden if Walden fails to abide by the terms and conditions of the consultant agreement entered into between Walden and the City. In the event of such a termination, the City shall retain a replacement construction manager to perform the duties of Walden. The scope of the services of Walden shall be reasonably determined by the City, but shall be subject to the prior written approval of the Owner. The City and Owner agree that the scope of the services of Walden shall be sufficient to assure that the Project within the Property is sufficiently supervised and inspected. 8. Notices. All notices to be given under the terms of this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Owner to City shall be addressed to City and OCSD at: Attn: Steve Badum Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644-3311 Fax: 949 - 644 -3318 0 0 Attn: Director of Engineering Orange County Sanitation District P.O. Box 8127 Fountain Valley, CA 92728 All notices, demands, requests or approvals from City to Owner shall be addressed to Owner at: Attn: David Voorhees General Manager Big Canyon Country Club One Big Canyon Drive Newport Beach, Ca 92660 Phone: (949) 644 -5404 Fax: (949) 720 -9338 9. Entire Aareement. This Agreement, and the letter agreement between Owner, the City and District of even date herewith, constitutes the entire agreement between the parties, there being no other terms, oral or written, except as herein expressed. 10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together shall be construed as one instrument. 11. Invalidity. If any provision of this Agreement shall be adjudged by a court of competent jurisdiction to be void, invalid, illegal or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole, but only to the extent that the application or enforcement of such remaining provisions would not be inconsistent with the intent and purposes of this Agreement. 12. Time of the Essence. Time is of the essence of each provision of this Agreement of which time is an element. 13. Amendments. This Agreement may be amended, changed or modified only by written amendment executed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing signed by the party charged. 14. Bindina Effect. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of each party to this Agreement. 15. Controllina Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to J • • this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 16. Administration. As to the City, this Agreement will be administered by the Public Works Department. Mr. Steve Badum shall be the administrator and shall have the authority to act for City under this Agreement. As to the Owner, this Agreement will be administered by the General Manager, David Voorhees who shall have the authority to act for Owner under this Agreement. As to day to day in field decisions, those shall be administered by a designate of David Voorhees who shall have the authority to act for Owner under this Agreement. 17. Cooperation. The parties acknowledge that the intent of this Agreement is to allow for the construction of the Project in a reasonable manner. The parties acknowledge that in construction projects, it is some times necessary to cooperate to address unexpected issues that may arise. The parties hereto agree to take any and all actions reasonable, convenient, necessary or desirable to carry out the provisions of this Agreement and to make all decisions within a reasonable time. 18. Miscellaneous Provisions. (a) If the Contractor shall not have commenced the Work (commence is defined as physically beginning the Work on the Property and thereafter diligently working to complete the Work), by June 15, 2006, Owner shall have the right to terminate this Agreement in accordance with the provisions set forth herein. (b) Except for Phase 1 Work, as defined in Exhibit B, the City shall obtain permission from Owner prior to authorizing the Contractor to perform Work on Saturdays. (c) The City and Owner intend that Owner shall be a third party beneficiary of the terms of the agreement between the City and Contractor with respect to the Property or the entry, or performance of any portion of the Work, thereon or restoration thereof by Contractor or the Authorized Parties. The parties agree that the Construction Document Requirements are to be incorporated by the City into its agreement with the Contractor and that the City shall not rescind, amend, or otherwise modify the provisions of the agreement with the Contractor which incorporate the Construction Document Requirements without obtaining the prior written consent of Owner, which consent shall not be unreasonably withheld. Nothing herein prohibits the City from making modifications or amendments to the agreement with the Contractor without the consent of Owner that either (a) do not affect the Work at the Property, or (b) are not inconsistent with the Construction Document Requirements (including, but not limited to, changes in Contractor compensation). The City shall include a paragraph in the agreement between the City and Contractor setting forth Owner's third party beneficiary rights as described in this paragraph. (d) City shall assure that any bonds called for in the Construction Documents for the Work shall be properly issued to the City. If necessary, City shall take any and • • all action necessary or appropriate to make a claim under the bonds and shall use any funds realized from such bonds to pay for the labor and materials and to promptly complete the Work. APPROVED AS TO FORM: By: Z4 cl- _ Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: By l/B7LM.L. M . da�� LaVonne Harkless, City Clerk CITY OF NEWPORT B A Municir)aLLor p rati By: ayor for the City of Newport Beach BIG CANYON COUNTRY CLUB, A California Non - Profit Mutual Benefit Corporation 0 Name: 7"�0 �� �• F°s'c"'. Exhibit A: Construction Map B: Construction Documents Terms and Conditions P. y d n a m £ E H v .rb r a ► C CL t P ' tea' •_. , - '. '•' �• ` � a a 2 CL o • , WO E ii JC MC CL Ln �I. a •. .. i= T C X W 01 f7 O In N N N Q �� •/Y ~ U O U a a o LO 4110. 11) we � 1 * IMF,/ e; ! �rb� Ff M41. {�s. JAR If OW y Ap fj • 0 EXHIBIT B CONSTRUCTION ACCESS AGREEMENT TERMS AND CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS The following terms and conditions shall be incorporated by the City into its agreement with the Contractor for the construction of the project entitled "2005 -2006 Various Sewer Main Improvements and Big Canyon Trunk Sewer Replacement — Contract No. 3562." Capitalized terms not defined herein shall have the same meaning ascribed to those terms in the Construction Access Agreement (the "Construction Access Agreement ") to which this document is an Exhibit. 1. Pre- construction Meeting: The Contractor and its on -site superintendent shall be required to attend a mandatory pre - construction meeting with Owner at the Property to discuss compliance with the Contract Documents. No Work will be permitted on the Property until after the mandatory pre - construction meeting has been conducted. 2. Phasina of the Work: The Contractor shall commence the Work as soon as practicable. The Work set forth in Bid Items Al thru A43 of the Construction Documents (hereinafter "Big Canyon Trunk Sewer Replacement "), and Work shown on City Sewer Improvements drawing 20 of 24, are the first priority of Work. In addition, the Contactor shall follow the following phasing schedule pertaining to the Work and provide a separate schedule to the City for this Work prior to the pre- construction meeting ( "Separate Schedule "). The Separate Schedule, which will be provided to the Owner at the pre- construction meeting held at the Property, shall indicate the dates each phase of Work will take place: Phase 1 Clubhouse and Driving Range Area. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 51 +50 and 65 +07.45 and all associated laterals. In addition, the City Sewer Improvements shown on sheet 20 of 24 shall be completed in this phase. Work shall proceed from downstream to upstream on all installations. The first phase of Work is anticipated to start on May 15th, 2006. The portion of Phase 1 between Station 51 +50 and 58 +00 (the `Initial Priority Work ") shall be completed by July 5, 2006, or a day after such date for each day that elapses between May 15, 2006 and the date Contractor is given access to the Initial Priority Work area. Access for Phase 1 shall be from Big Canyon Clubhouse ( "Clubhouse ") parking lot. The Contractor shall not be allowed to perform any Work on the City Sewer Improvements shown on sheet 20 of 24 on June 15, 16, 17, 22 and 23 because the Owner requires entire use of the it EXHIBIT B • 0 TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS Clubhouse parking lot on these dates. Accordingly, the Contractor shall cease Work in the Clubhouse parking lot on those days and remove all equipment, tools, debris and other impediments to the ability of patrons or guest of Owner to park vehicles and walk to Owner's facilities (and assure their safety in doing so), and all excavations shall be covered with plates or other devices to allow the parking spaces in the Clubhouse parking lot to be used during such dates. Access to other Phase 1 Work on June 15, 16, 17, 22 and 23 will be limited and staging for the Work on those days will be from the Driving Range. Phase 2 Golf Course Area Holes No. 1 and 9. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 40 +00 & 51 +50 and all associated laterals. Work shall proceed from downstream to upstream on all installations. Access for Phase 2 will be from the Big Canyon Drive between the 3rd and 4th holes. Phase 3 Golf Course Area Hole No. 2. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 21 +50 & 40 +00 and all associated laterals. Work shall proceed from downstream to upstream between Station 25 +50 and 40 +00. The jacking operation between 25 +50 to 21 +50 shall proceed from upstream to downstream. Access for Phase 3 will be from Big Canyon Drive between the 3rd and 4th holes. Phase 4 Golf Course Area Hole No. 3. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 18 +40 & 21 +50. Work shall proceed from downstream to upstream. Access for Phase 4 will be from Big Canyon Drive between the 3rd and 4th holes. Phase 5 Golf Course Area Hole No. 4. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 14 +13.65 & 18 +40 and 8 -inch sewer Work on Big Canyon Drive. Work shall proceed from downstream to upstream. Access for Phase 5 will be from the golf course maintenance facilities off Jamboree Road and/or Big Canyon Drive between the 3rd and 4th holes. Phase 6 Work in this phase shall include the necessary connection to existing sewers and abandonment of existing Big Canyon Trunk Facilities between Station 14 +13.65 and 65 +07.45. Access for Phase 6 will be from Big Canyon Drive between the 3rd and 4th holes. FA EXHIBIT B • 0 TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS Phase 7 Golf Course Holes 13 and 17. Work to be included in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 72 +85.59 & 77 +64.25. Work shall proceed in from downstream to upstream on all installations and include connection to and abandonment of existing trunk sewers. Access for Phase 7 shall be from MacArthur Boulevard. In addition, the lining of the existing Big Canyon Trunk Sewer between Station 65 +07.45 and 72 +85.59 shall be accomplished during this phase. Work on Phase 1 shall be completed prior to performing any other Project Work unless the Contractor obtains the express written permission of the Owner and City's designated representative (hereinafter "Engineer "). Contractor shall be required to coordinate Phase 1 Work with the contractor hired by the Owner for the Pond Fill Project. Work on Phases 2 through 7 shall not commence until after June 25, 2006. Except as provided above, Work on the City Sewer and Storm Drain improvements may be done concurrently with the Big Canyon Trunk Sewer Replacement and can proceed in a schedule determined by the Contractor. For Work on Phases 2 through 7 and City Sewer and Storm Drain Work, the Contractor shall "Complete its Work" one hole at a time so that golf play on more than one hole is not impacted or altered by the Work at any one time. The Contractor shall be deemed to have "Completed its Work" on a golf hole when it has completed the sewer installation(s), backfilled and compacted the trenches and any other surface irregularities created by the Work back to the level of the surrounding surfaces not disturbed by the Work, removed all remaining dirt and debris from the area and moved all men, equipment, barricades or other obstructions off of that golf hole. The landscape restoration efforts related to the Big Canyon Trunk Sewer Replacement does not have to be completed prior to moving to the next phase of Work and can and shall be done concurrently as the Contractor transitions from one phase to the next. Notwithstanding the provisions of the Construction Access Agreement to the contrary, restoration efforts for Phase 7 may be completed with in ten (10) working days of the end of that Phase, but not later than 157 calendar days after commencement of the Work. The Contractor shall be prohibited from: (1) accessing the Property at any location other than the locations indicated on the Construction Map; (2) conducting Work outside of the Work Zone; and /or (3) performing other Work not permitted in the Contract Documents on the Property. The Contractor shall phase the Work so that the intended use of the Property and the Owner's inconvenience are minimized. Therefore, the Contractor shall complete the Big Canyon Trunk Sewer Replacement, including required testing, restoration and final clean -up in one phase at a time or between manholes before moving to the next phase of Work. Contractor shall maintain a path of cart and pedestrian travel between golf holes at all times. 3 EXHIBIT B • • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS In the event Contractor takes access through a golf hole upon which Work is not then in progress, Contractor shall control its vehicles such that golfers on such golf hole shall have the right of way. In other words, vehicles on the course on such holes shall wait for golfers to hit before proceeding. Owner shall not be liable to Contractor or any Authorized Party for injury to persons or damage to property from being struck by a golf ball. Contractor may periodically (i.e. irregularly) use the Jamboree Road access to the Property through Owner's maintenance yard for deliveries of materials needed for Work proximate to Jamboree Road, provided such access is between the hours of 6:30 AM to 2:30 PM and the maintenance yard is then open. 3. Working Hours: Normal working hours are limited to 7:00 a.m. to 4:30 p.m. Monday through Friday. Should the Contractor elect to Work later than 4:30 p.m. up to 6:30 p.m. weekdays or between 8:00 a.m. and 6:00 p.m. Saturday, the Contractor shall first obtain special permission from the City; provided, however, for Phase 1 of the Work, the Contractor shall Work on Saturday at least from 8:00 a.m. to 4:00 p.m. Except as set forth above regarding Phase 1 Work, a request to Work during any of these hours must be made at least 72 hours in advance of the desired time period, except in emergencies involving immediate hazard to persons or property. A separate request must be made for each Work shift. The Engineer reserves the right to deny any or all such requests. Denial of such request(s) will not be sufficient reason to grant the Contractor an extension of time. No Work shall occur on Sundays. 4. Storage of Equipment: Construction materials and equipment may only be stored on the Property in areas shown on the Construction Map, or in streets, roads, sidewalk, if approved by the Engineer. The City and Owner have provided three (3) staging areas for this Project as indicated on the Plans. Only storage areas within the Property as shown on the Construction Map may be used without the prior written consent of the Owner. The storage areas in the Clubhouse parking lot and on the driving range may only be used during Phase 1 of the Work. The Owner requires use of the entire Clubhouse parking lot on June 15, 16, 17, 22 and 23. The Clubhouse parking lot shall not be used for staging or storage on those days. Staging on those days shall be from the Driving Range. The Contractor shall cease all Work in the Clubhouse parking lot on those days and remove all equipment, tools, debris and other impediments to the ability of patrons or guest of Owner to park vehicles and walk to Owner's facilities (and assure their safety in doing so). Prior to move -in, the Contractor shall take photos of the laydown (staging) areas and provide one set to the City and one set to Owner. The Contractor shall restore the laydown (staging) areas to their pre- construction or better condition. The Engineer shall require new base and pavement if the pavement condition has been compromised during construction at no additional cost to the City, District or Owner. EXHIBIT B • • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS 5. Subcontractors: The replacement and repair of the Owner's turf, vegetation (landscaping) and irrigation related Work on the Property shall be done in accordance with the applicable sections of the Special Provisions and the Landscape Special Provisions attached hereto as Exhibit 1 and, pursuant to the requirement imposed by Owner as a condition to obtaining consent to site access, such Work shall be conducted by the following applicable subcontractors: a) SOUTHWEST GROWERS AND LANDSCAPING, INC. 21251 Bushard Street Huntington Beach, CA Contact Person: Mr. Ron Jessee 714/964 -9511 b) CHRISTENSEN IRRIGATION COMPANY, INC. 3505 Cadillac Avenue, Ste 0 -206B Costa Mesa, CA Contact Person: Mr. Scott Murray 714/556 -6076 Contractor must utilize these two firms for all turf, vegetation (landscaping) and irrigation related Work on the Property and note them in the Designation of Subcontractors) portion of the Special Provisions or the bid may be considered non - responsive." 6. Inspection Requirements: Inspection will be required by the Owner on the following stages of the Work on the Property: a) Prior to removals of the existing landscaping and turf. b) During preliminary grading, soil preparation, and initial weeding. c) When trees are spotted for planting, but before planting holes have been excavated. d) When finish grading has been completed. e) Before commencing boring Work near the stream approximately 100 -120 yards from the hole #2 green, Owner shall be notified to assure that trees in that area are not impacted by the Work. f) As specified in the Landscape Special Provisions attached hereto as Exhibit 1. 5 EXHIBIT B • • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS Plants shall be subject to inspection and approval or rejection by the City and /or Owner at place of growth and upon delivery to site at any time before or during progress of the Work. 7. Cooperation and Collateral Work: No shutdowns of water service to the Property may occur, except as provided in this Section 7. Contractor shall be responsible to perform all shut downs of private water facilities of Owner as required. City forces will perform all shut downs of public water facilities as required. The Contractor shall give the City and /or Owner seven (7) calendar days advance notice to have the effected water service(s) shut down. The City acknowledges that the golf course vegetation will require periodic watering especially during the heat of the summer. A six -hour shut down of water facilities during the daytime hours of 10:00 a.m. to 4:00 p.m. will be allowed. The Contractor will be responsible for completing all water connections within the time period allowed. The times and dates of any utility to be shut down must be coordinated with the City of Newport Beach, Utilities Department and Owner, as applicable. The City must approve any nighttime Work in advance. Failure to comply with the shut down procedures will prevent the shut down of the water and the Contractor shall take full responsibility for the construction of the sewer or its appurtenances. No time extensions will be granted for failing to comply with this procedure. The Owner anticipates the Pond Fill Project and other construction around the Club House, generally between or near stations 51 +50 and 58 +00 of the Big Canyon Trunk Sewer Replacement area during the construction period of the Work. The Contractor shall coordinate its Work with Owner's construction as well as the operation of existing and new utilities and facilities of Owner during the course of the Work. The Contractor shall permit others engaged in Work to accomplish such Work without undue interference or delay. The Contractor shall notify the City and the Owner if Owner utilities, which are in operation require shut -off. 8. Traffic and Access: Pedestrian access within the limits of the Work must be maintained at all times. The Contractor shall cooperate with the Engineer and Owner to provide access that may be impacted by construction operations on the Property, particularly path and working across fairways during construction. The Contractor shall furnish and install signage, barricades, delineators, yellow safety ribbon, green 4 -foot high safety fence and any other measures deemed necessary by the Engineer to safely direct the public around areas of construction, and into (and out of) the affected areas of Work. Such measures 0 EXHIBIT B 0 0 TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS shall be shown on the Detailed Traffic Control Plans required by the Construction Documents. 9. Notice to Residents: Ten (10) working days prior to starting Work, the Contractor shall deliver a tri -fold notice to the Owner and residents adjacent to the Work describing the project and indicating the limits of construction. The City will provide the notice. Forty -eight (48) hours before restricting vehicular or pedestrian access to garages, parking spaces, sidewalks, etc., the Contractor shall distribute to affected residents a written notice stating when construction operations will start and approximately when vehicular and pedestrian accessibility will be restored. The written notices will be prepared by the Engineer. The Contractor shall insert the applicable dates and times when the notices are distributed. Errors in distribution, false starts, acts of god, strikes or other alterations of the schedule will require re- notification using an explanatory letter furnished by the Engineer and delivered by the Contractor. The Contractor shall provide all residents, Owner and businesses impacted by any utility shutdown written notice twice; once three (3) days in advance and once twenty -four (24) hours in advance of any service interruption. The City will review and approve the notification format prior to the Contractor's distribution. The Contractor shall submit the notice to the Engineer at lest five (5) working days prior to distribution for approval. 10. Protection and Restoration of Existina Improvements: Contractor shall restore all ground conditions modified by Contractor and all vegetation (landscaping), irrigation facilities and improvements of Owner damaged or removed by Contractor to their condition prior to the commencement of the Work, as soon after completion of the Work as possible. Such restoration within a Phase shall occur as soon as that Phase of the Work is completed so that the facilities of Owner are placed back into pre -Work condition as soon as practicable. All cost to the Contractor for protecting, removing, restoring, repairing, replacing, or reestablishing existing improvements shall be included in the various bid items unless otherwise specified. Owner shall receive a warranty for all restoration Work. The warranty period shall be one year from the acceptance of the Work by the City. Owner shall receive a maintenance period of ninety (90) days for all turf installed. The Contractor shall provide the City a minimum of 72 (equal to three (3) standard rolls of film) color photographs of the initial site conditions prior to the start of construction. The Contractor shall also provide a minimum of 24 additional color photographs per month to document conditions of the Work in progress. The Contractor shall provide the City a minimum of 72 color photographs of finished site conditions of the completed Project. The photographs shall be of such views as to document Project conditions during the progress and at the conclusion of the Project at the locations where previous construction photograph documentation was obtained. 7 EXHIBIT B • • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS 11. Insurance: Insurance is to be placed with insurers with a current A.M. Best Rating Guide rating of A -, or better, and no smaller than Financial Size Category Class VII, or better, and insurers must be a California Admitted Insurance Company. The City and /or Orange County Sanitation District may require Contractor to substitute any insurer whose rating drops below the levels herein specified and the substitution shall occur within twenty (20) days of written notice to Contractor by the City, Orange County Sanitation District, and /or their agents. Contractor shall furnish City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association with original certificates of insurance and with original endorsements effecting coverage required by this Contract. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by City and Orange County Sanitation District before Work commences. City and Orange County Sanitation District reserve the right to require complete, certified copies of all required insurance policies, including endorsements, at any time. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries or death to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, his /its agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Contractor's bid. a) Minimum Scope of insurance Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability coverage "occurrence" form number CG 0002 (Edition 11/85) or Insurance Services Office form number GL 0002 (Edition 1/73) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. 2) Insurance Services Office Business Auto Coverage form number CA 0002 0287 covering Automobile Liability, code 1 "any auto" and endorsement CA 0029 1288 Changes in Business Auto and Truckers Coverage forms - Insured Contract. 3) Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. L3 EXHIBIT B 0 • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS b) Minimum Limits of Insurance Coverage limits shall be no less than: 1) General Liability: $2,000,000.00 combined single limit per occurrence for bodily injury, personal injury and property damage and $4,000,000.00 aggregate bodily injury, personal injury, and property damage. 2) Automobile Liability: $2,000,000.00 combined single limit per accident for bodily injury and property damage, including non - owned and hired vehicles. 3) Workers' Compensation and Employers Liability: Workers' Compensation, in accordance with the Workers' Compensation Act of the State of California for a minimum of $1,000,000.00, or such minimum limits as the required by the State, whichever is greater. Such Workers' Compensation Insurance shall be endorsed to provide for a waiver of subrogation against the City and Orange County Sanitation District. C) Deductibles and Self- Insured Retentions Any deductibles or self- insured retentions must be declared to and approved by City. At the option of City, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholder, directors, members, officers, officials, employees, agents, consultants attorneys and volunteers; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d) Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1) General Liability and Automobile Liability Coverages i. City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members, officers, agents, officials, employees, consultants, E EXHIBIT B • • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS attorneys and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members, officers, agents, officials, employees, consultants, attorneys or volunteers. ii. Contractor's insurance coverage shall be primary insurance and /or primary source of recovery as respects the City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their officers, agents, officials, employees, consultants and volunteers. Any insurance or self- insurance maintained by the City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members, officers, agents, officials, employees, consultants, attorneys and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members, officers, agents, officials, employees, consultants, attorneys and volunteers. iv. Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. V. The insurance afforded by the policy for contractual liability shall include liability assumed by Contractor under the indemnification /hold harmless provision contained in this Contract. 10 EXHIBIT B • • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS 2) Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members officers, agents, officials, employees, consultants, attorneys and volunteers for losses arising from Work performed by Contractor for the City. 3) All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, rescinded by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City and Orange County Sanitation District. All of the executed documents referenced in this contract must be returned within ten (10) working days after the date on the "Notification of Award," so that the City and Orange County Sanitation District may review and approve all insurance and bonds documentation. 12. Indemnification: Contractor shall indemnify, hold harmless, and defend City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association and each of their past, present and future members, partners, officers, officials, directors, employees, agents, consultants, volunteers, affiliates, assignees, shareholders, representatives, attorneys, subsidiaries, members, parent and affiliated entities and their respective successors, heirs and assigns (collectively, "Indemnified Parties ") harmless for, from and against any costs, expenses, damages, and losses, including actual attorneys fees ( "Losses ") of any kind or character to any person or property arising directly or indirectly from or caused by any of the following (i) Contractor's construction activities; (ii) any defect in the Project Work performed by Contractor; (iii) any act or omission of Contractor or its respective officers, directors, shareholder members, partners, employees, agents, contractors, subcontractors, suppliers, representatives and affiliates ( "Contractor Representatives "); (iv) any accident or casualty within or arising out of the Project Work; (v) any violation or alleged violation of any law, ordinance or statute now or hereafter enacted arising out of the Project Work; (vi) Contractor's performance under this Agreement or the construction by Contractor of any improvements pursuant to this Agreement; (vii) 11 EXHIBIT B • is TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS the violation of any Environmental Laws or the failure to clean up and mitigate the consequences of the spill or release of any Hazardous Substance; (viii) any liens for any provider of Work, labor, material or services claiming by, through, or under Contractor relating to the Project Work, (ix) the negligence or willful misconduct of Contractor or any of Contractor's Representatives in the performance of the Project Work and (x) any breach of this Agreement. Contractor shall not be required to indemnify, hold harmless and defend the Indemnified Parties from the sole or active negligence or willful misconduct of the Indemnified Parties. As used herein, the term "Environmental Laws" shall mean "any and all present and future federal, state or local laws (whether common law, statute, rule, regulation or otherwise), permits, orders and any other requirements of Governmental Authorities relating to the environment or any "Hazardous Substance" or "Hazardous Substance Activity" (as defined herein) (including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 at seq.) as amended from time to time and the applicable provisions of the California Health and Safety Code and California Water Code)" As used herein, the term "Hazardous Substance" shall mean "any (a) chemical, compound, material, mixture or substance that is now or hereinafter defined or listed in, or otherwise classified pursuant to any Environmental Law as a "hazardous substance ", "hazardous material," "hazardous waste," "extremely hazardous waste," "infectious waste," "toxic waste," "toxic pollutant," or any other formulation intended to define, list or classify substances by reason of deleterious properties or affect and (b) petroleum, petroleum by- products, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas in such synthetic gas), ash, municipal solid waste, steam, drilling fluids, produced waters and other wastes associated with the exploration, development and production of made oil, natural gas or geothermal resources." 13. Liens: The Contractor shall be responsible for the satisfaction or payment of any liens for any provider of Work, labor, material or services claiming by, through, or under Contractor relating to any Project Work or the property where the Project Work is to be performed. The Contractor shall also indemnify, hold harmless and defend the Indemnified Parties for, from and against any such liens, including reasonable Attorneys' fees incurred as a result of such liens. Contractor shall not be required to indemnify, hold harmless and defend the Indemnified Parties from the sole or active negligence or willful misconduct of the Indemnified Parties. Such liens shall be discharged by the Contractor, as applicable within ten (10) days of notice of filing thereof by bonding, payment or otherwise, provided that Contractor may contest, in good faith and by appropriate proceeding, any such liens. 12 EXHIBIT B TERMS & CONDITIONS DOCUMENTS • 0 TO BE INCORPORATED INTO CONSTRUCTION 14. Default: In the event Contractor fails to comply with any provisions of the Contract Documents ( "Default "), which Default shall not have been cured within seven (7) calendar days after receiving written notice specifying such Default, the City may, in addition to any other remedies provided at law or in equity, immediately or any time thereafter terminate this Agreement upon written notice to the Contractor. 13 L EXHIBIT 1 LANDSCAPING SPECIAL PROVISIONS EXHIBIT 1, Page 1 of 9 BCCC LANDSCAPING EXHIBIT 1 LANDSCAPING SPECIAL PROVISIONS PART1- GENERAL 1.1 THE REQUIREMENT A. The Contractor shall furnish all tools, equipment, materials, and supplies and shall perform all labor required to complete the work as indicated on the Drawings and specified herein. B. This Section covers the reconstruction or repair of an automatic irrigation system, complete and operable, in accordance with the requirements of the Contract Documents. C. The irrigation system shall include, but not be limited to, all pipes, fittings, sprinklers, valves, automatic control valves, controllers, valve boxes, drain valves, hose bibb valves, operating wrenches, riser assemblies, direct burial wires, electrical connections, wiring and other appurtenances, piping, connections, testing, cleanup, maintenance and adjustments necessary for a complete operating system, ready for immediate use upon completion. Minor items necessary for proper construction and functional operation of this system, not specifically described on the plans or in the Contract Documents, shall be included as a part of the work of this Section. D. Landscaping as referred to herein shall include, but not be limited to the following work: soil preparation, installation of headers, weed control, finish grading, furnishing and installing plant materials, tree staking and tying, cleanup, guarantee. 1.2 RELATED WORK SPECIFIED ELSEWHERE A. Project Specifications B. SSPWC Section 212 C. SSPWC Section 308 1.3 CONTRACTOR SUBMITTALS Submittals shall be made in accordance with the SSPWC and the project specifications. A. General: The Contractor shall furnish a certificate with each delivery or bulk material delivery, stating source, quantity, and type of material. All materials shall conform to specification requirements. All certificates shall be delivered to OWNER at the time of each delivery. All bulk delivered materials shall be delivered with level load volume plainly marked on the truck bed. B. Topsoil Report: Topsoil report as well as literature on fertilizers, peat, mulch, "Silva- fiber" and seed mixes, shall be submitted to OWNER as specified. C. Certificates of Inspection: Certificates of inspection of plant material, as may be required by Federal, State, or other authorities having jurisdiction, shall be furnished to OWNER and accompany the shipment. D. Certified Report on Topsoil Analysis: The Contractor shall submit for approval by OWNER a certified report by an approved analytical laboratory showing analyses of representative samples of topsoil proposed for use. The topsoil shall not be delivered to the site until approval is received EXHIBIT 1, Page 2 of 9 BCCC LANDSCAPING 0 0 from OWNER. Approval of the laboratory report does not constitute final acceptance. Topsoil shall be subject to rejection by the OWNER on or after delivery if it is found not to meet the requirements of the Specifications or does not conform to the laboratory test results. 1.4 QUALITY ASSURANCE A. General: All plants furnished by the Contractor shall be true to type or name as shown in the Contract Documents and shall be tagged in accordance with the standard practice recommended by the Agricultural Code of the State of California; however, determination of plant species or variety will be made by OWNER B. All plants shall comply with Federal and State laws requiring inspection for plant diseases and infestations. Inspection certificates required by law shall accompany each shipment of plants, and certificates shall be delivered to OWNER. C. The Contractor shall obtain clearance from the County Agricultural Commissioner, as required by law, before planting plants delivered from outside the County in which they are to be planted. Evidence that such clearance has been obtained shall be filed with OWNER. D. All inspections herein specified will be made by OWNER. The Contractor shall request inspection at least 24 hours in advance of the time inspection is required. Inspection will be required on the following stages of the WORK: 1. Prior to removals of the existing landscaping and turf. 2. During preliminary grading, soil preparation, and initial weeding. 3. When trees are spotted for planting, but before planting holes have been excavated. 4. When finish grading has been completed. 5. When all specified work, except the maintenance period, has been completed. E. Plants shall be subject to inspection and approval or rejection by OWNER at place of growth and upon delivery to site at any time before or during progress of the work based on: 1. Quantity, quality, size, and variety; 2. Ball and root condition; and 3. Latent defects and injuries resulting from handling, disease, and insects. F. Plants approved at pre - planting inspection shall still be subject to rejection during planting if found not to be in compliance with the Specifications. G. Rejected plants shall be identified in an obvious manner, removed from the site and replaced with acceptable equals. H. Plants shall have been grown in nurseries, which have been inspected by the governing authorities. Inspection of plant materials required by OWNER shall be the responsibility of the Contractor, who shall have, if required, secured permits or certificates prior to delivery of plants to site. EXHIBIT 1, Page 3 of 9 BCCC LANDSCAPING E I. In the event of conflict between the requirements of these Special Provisions, the Project Specifications and the SSPWC, the document highest in precedence shall control. The precedence shall be: 1. Appendix B — Landscaping Special Provisions. 2. Project Specifications. 3. SSPWC. 1.5 CLEANUP 1.6 1.7 A. Upon completion of all planting operations, the portion of the project site used for work or storage area by the Contractor shall be cleaned of all debris, superfluous materials, and equipment. All such materials and equipment shall be entirely removed from the project site. Cleaning shall be done in a manner that will not result in any discharge of contaminated materials into any catch basin. B. All walks or pavement shall be swept or washed clean upon completion of WORK. C. During the entire Contract period, plant containers that have been cut or removed from plant materials shall be removed from the project site daily. MAINTENANCE OF LANDSCAPING PLANTING PRIOR TO ACCEPTANCE OF PROJECT A. General: The Contractor shall be responsible for protecting and watering all planting until final acceptance of all work under the contract. B. Waterino: Trees and shrubs shall be thoroughly soaked after planting and provided with additional water at intervals as necessary to provide for good health and growth of the planting. C. Upon completion of sodding, the entire area shall be soaked to saturation by a fine spray. The new planting shall be kept moist during dry weather or whenever necessary for proper establishment of the lawn. Care shall be taken to avoid excessive washing or puddling on the surface and any such damage caused thereby shall be repaired by the Contractor at its own expense. D. Protection: The Contractor shall provide adequate protection to all newly sodded areas including the installation of temporary fences approved by OWNER to prevent trespassing and damage, as well as erosion control, until final inspection. E. The Contractor shall replace any materials or equipment it has damaged or which have been damaged by its employees or Subcontractors. F. Partial utilization of the project by OWNER, OCSD or the City shall not relieve the Contractor of any of the requirements contained in the Contract Documents. G. Any sprinkler lines broken or disrupted by the Contractor shall be immediately repaired to proper working order, or replaced and to the satisfaction of the OWNER. FINAL INSPECTION AND GUARANTEE A. Final inspection of all lawns and plantings will be made at conclusion of the contract WORK and must be actable to both the City and the OWNER.. EXHIBIT 1, Page 4 of 9 BCCC LANDSCAPING • • B. Written notice requesting final inspection shall be submitted to the City and the OWNER at least 10 days prior to the anticipated inspection date. C. Final acceptance of the Work will be accepted upon written approval by the City and the OWNER, on the satisfactory completion of all Work, but exclusive of the replacement of plant material. D. Plants used for replacement shall be of the same size and variety specified in the plant list. Plants shall be furnished, planted, staked, and mulched as specified. PART 2 - PRODUCTS 2.1 GENERAL A. All landscaping materials for soil conditioning, weed abatement, or planting shall be first - grade, commercial quality and shall have certificates indicating the source of material, analysis, quantity, or weight attached to each sack or container or provided with each delivery. Delivery certificates shall be given to OWNER as each shipment of material is delivered. A list of the materials used, together with typical certificates of each material, shall be submitted to OWNER prior to the final acceptance of the job. 2.2 TERMINOLOGY AND QUALIFICATIONS A. Plants or plant material having characteristics not conforming to terms as defined will not be accepted. The terms "plant material' or "plants" refer to all vegetation, whether trees, shrubs, ground cover, or herbaceous vegetation. B. Quality refers to structure and form, as evidenced by density and number of canes and branches, compactness, symmetry, and general development without consideration of size or condition. Standard quality indicates the least acceptable quality. Plants shall be typical of the species and variety of good average uniform growth, shall be well formed and uniformly branched, and shall have the minimum number of canes specified, free from irregularities, or shall conform to minimum quality index. Where the number of canes is not specifically stated in describing this grade, the standards of the "Horticultural Standards" as adopted by the American Association of Nurserymen, shall apply. In this case, the number of canes and other factors for the appropriate classification under "quality definition" in the Horticultural Standards shall be the Quality index. Plant material below this standard will be considered "culls" and are not acceptable. Plants shall be nursery grown. C. Specimen means an exceptionally heavy, symmetrical, tightly -knit plant, so trained or favored in its development and appearance as to be outstanding, superior in form, number of branches, compactness, and symmetry. D. Size is the factor controlled by dimensions representing height or spread, or both, without consideration of quality or conditions. For standard quality, a dimension is given for height or container size, or a dimension is given for height as well as container size. E. Height is usually indicated with a tolerance. The smaller dimension is the minimum acceptable. The larger dimension represents the maximum permissible. The average dimension of all plants must equal the average of the tolerance figures shown on each item. F. Condition is the factor controlled by vitality and ability to survive and thrive and be comparable with normal plants of the same species and variety in the vicinity, at the same season of the year. In addition, plants shall be free from physical damage or adverse conditions that would prevent thriving. Conditions also sometimes refer to state of growth, i.e., whether "dormant EXHIBIT 1, Page 5 of 9 BCCC LANDSCAPING 2.3 2.4 2.5 PART 3 3.1 • • condition" or "growing condition" and this state shall be comparable to plants of similar species in the vicinity or leaves, formation of buds, and the like. G. Cane means a primary stem which starts from the ground, or close to the ground, at a point not higher than 114 the height of the plant. H. Caliber shall be taken 12 inches above the finish grade or ground, as a guide, or where a dimension in trunk appears to form the head of the tree. I. Foliage line is maximum dimension in case of specimen plants. It measures from ground to lowest part of body of plant. J. Collected plants shall not be used. PLANT MATERIALS A. Plants shall meet requirements of the Contract Documents and the OWNER and shall be in accordance with the botanical names and applicable standards of quality, size, condition, and type. They shall be true to name, genera, species, and variety in accordance with reference publications. B. Plant names are defined in "Standardized Plant Names" and "Bailey's Encyclopedia of Horticulture ". When a name is not found in either reference, the accepted name used in the nursery trade shall apply. SOD GRASS A. Sod shall contain at least 85 percent permanent grass suitable to the climate in which it is to be placed; not more than 25 percent nursing grass; not more than 10 percent weed and undesirable grasses, and shall be of good texture, free from obnoxious roots, stones and foreign materials. The sod shall be cut in 16 -inch squares, 16 -inch wide strips, 4 -ft wide strips or 4 -ft wide squares, uniformly 1 -1/2- inches thick with clean cut edges. B. Sod varieties will be site specific as follows: a. Fairway sod: Titway II Hybrid Bermudagrass b. Rough sod: Bulls eye Bermuda grass c. Greens sod: A4 Bentgrass. C. The Contractor will be required to coordinate placement of sod and its location with OWNER prior to beginning of any sod replacement. MISCELLANEOUS MATERIALS A. Bunker sand shall be Augusta White from Valley Rock and Sand. - EXECUTION GENERAL A. The landscape work shall not be performed at any time when it may be subject to damage by climatic conditions. EXHIBIT 1, Page 6 of 9 BCCC LANDSCAPING B. The Contractor shall verify all dimensions. Any discrepancies or inconsistencies discovered on the plans shall be brought to the attention of the City and OWNER. Dimensions and plant locations shall be coordinated with the OWNER and final location shall be site - oriented by the planter and OWNER. C. In case of conflict between the plant list totals and total plant count of the Contract Documents, the Contractor shall provide the higher number of plants. D. The Contractor shall provide temporary fencing, barricades, covering, or other protections to preserve existing landscaping items indicated to remain and to protect the adjacent properties and other structures when they may be damaged by the landscape work. E. The Contractor shall remove and /or relocate landscape items such as trees, shrubs, grass, other vegetation, improvements, and obstructions as shown on Drawings or otherwise specified. F. It shall be the responsibility of the Contractor to avail itself of any information regarding utilities, which are in the area of work and to prevent damage to the same. The Contractor shall provide protection to the utilities as necessary. G. The Contractor shall provide protection to structures, sidewalks, pavements, and other facilities in areas of work, which are subject to damage during landscape work. Open excavations shall be provided with barricades and warning lights, which conform to the requirements of governing authorities and the State's OSHA safety requirements. H. Planting areas include all areas to be landscaped unless specified or shown otherwise. 3.2 SOIL PREPARATION A. The landscape work shall not begin until all other trades have repaired all areas of settlement, erosion, rutting, etc., and the soils have been re- established, recompacted, and refinished to finish grades, to OWNER approval. B. Areas requiring grading by the landscaper including adjacent transition areas shall be uniformly level or sloping between finish elevations to within 0.10 -ft above or below required finish elevations. C. The landscape work shall not proceed until after walks, curbs, paving, edging, and irrigation systems are in place. The contract operations shall be completed to a point where the landscape areas will not be disturbed. The subgrade shall be cleaned free of all waste. D. During grading waste materials in the planting areas such as weeds, rocks (2- inches and larger) building materials, rubble, wires, cans, glass, lumber, sticks, etc., shall be removed from the site. Weeds shall be dug out by the roots. E. Fertilizers, additives, seed, peat, etc. subject to moisture damage shall be kept in a weatherproof storage place in such a manner that they will be kept dry. F. After removal of waste materials, the planting area subgrade shall be scarified and pulverized to a depth of not less than 6 inches and all surface irregularities below the cover of topsoil removed. G. Finish grading shall consist of: 1. Final contouring of the planting areas. EXHIBIT 1, Page 7 of 9 BCCC LANDSCAPING • 0 2. Placing 4 inch of topsoil over all areas to be planted unless shown or specified otherwise. 3. Placing all soil additives and fertilizers. 4. Minor adjustment of finish grades as required. 5. Removing waste materials such as stones, roots, or other undesirable foreign material and raking, disking, dragging, and smoothing soil ready for planting. H. Any unusual subsoil condition that will require special treatment shall be reported to the City and OWNER. I. Surface drainage shall be provided by molding the surfaces to facilitate the natural run -off of water. Low spots and pockets shall be filled with topsoil and graded to drain properly. J. Finish grade of all planting areas shall be 1 -1/2- inches below finish grades of adjacent pavement of any kind. 3.3 DELIVERY, STORAGE, AND HANDLING OF PLANT MATERIAL A. Plant material shall be planted on the day of delivery if possible. The Contractor shall protect the stock in a temporary nursery at the project site where it shall be protected from sun and drying winds and shall be shaded, kept moist, and protected with damp soil, moss, or other acceptable material. Plants shall be planted within 24 hours after delivery. 3.4 SODDING A. Grass sod shall be provided by the Contractor and shall be placed in the location as coordinated with OWNER. The Contract Price for Remove and Replace Existing Landscaping in Kind is based on the work area allowed on the Plans and NO additional compensation will be allowed for areas requiring grass sod disturbed by the Contractor. B. The soil shall be prepared and fertilized before grass sodding. The Contractor shall prepare only enough ground that can be planted within 24 hours thereafter. C. Soil preparation shall consist of the following: 1. Preparation of sub -grade grading shall be per "Part 3 -- Execution" in Paragraphs entitled "General" and "Soil Preparation ", herein. 2. Finish grading shall be per "Part 3 -- Execution" in Paragraph entitled "Soil Preparation ", herein. Topsoil required at areas to be sodded shall be 1 -1/2- inches. The soil additives and fertilizer for finish grading shall consist of mulch at 5 cu yd /1000 sq ft and commercial fertilizer at 20 lb/1000 sq ft. D. Grass sod shall be cut and laid on site the same day. E. The grass sod shall be placed over leveled, compacted, and prepared finish graded soil. The topsoil and sub -base shall be moist enough to resist shifting. F. Grass sod on slopes should be staked down by pegging (driving) a wooden peg through the sod. Wire stakes shall not be used for pegging sod. G. Grass sod shall always be laid across slopes. EXHIBIT 1, Page 8 of 9 BCCC LANDSCAPING 0 0 H. All new grass sod shall be rolled or firmly but lightly, tamped with a suitable wooden or metal tamper, sufficiently to set or press grass sod into underlying soil. After grass sodding has been completed, the grass sodded area shall be cleaned up and thoroughly moistened by sprinklers. EXHIBIT 1, Page 9 of 9 BCCC LANDSCAPING 0 • C_556)_ RECORDING REQUESTED AND WHEN RECORDED RETURN TO: Big Canyon Country Club One Big Canyon Drive Newport Beach, CA 92660 t se-._ Attn: General Manager ��.,. , _ Space above this line for Recorder's use only. QUITCLAIM DEED AND PARTIAL TERMINATION OF EASEMENT This Quitclaim Deed and Partial Termination of Easement (this "Quitclaim ") is effective as of , 2006 ( "Effective Date ") and is made with reference to the following facts. A. On May 6, 1971, in Book 9631, Pages 492 through 497, of the Official Records of Orange County, California, an easement executed by the Irvine Company in favor of the City of Newport Beach, a municipal corporation ( "City"), was recorded ( "Easement "). B. The City now desires to quitclaim to Big Canyon Country Club, a California mutual benefit non - profit corporation ( "BCCC "), a portion of the Easement. NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the City does hereby quitclaim to the BCCC that portion of the Easement as described in Exhibit "A" and delineated on Exhibit `B," both of which exhibits are attached hereto and incorporated herein by this reference. The remaining portion of the Easement not quitclaimed to the BCCC shall remain unchanged and shall be in full force and effect. APPROVED AS TO FORM By: A., ( - Aaron C. Harp, Assistant City Attorney For the City of Newport Beach ATTEST By:U ebiV+ %)7, IbL LaVonne Harkless, City Clerk For the City of Newport Beach THE CITY OF NEWPORT BEACH By: Don Webb, Mayor For the City of Newport Beach STATE OF CALIFORNIA COUNTY OF ORANGE 0 ) ss: 2006, before me, 0 personally appeared _ personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State STATE OF CALIFORNIA ) ss: COUNTY OF ORANGE ) On 2006, before me, (This area for official notarial seal) personally appeared _ known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (This area for official notarial seal) EXHIBIT "A" BEING A PORTION OF BLOCKS 56 AND 92 OF IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: A PORTION OF A STRIP OF LAND 10.00 FEET IN WIDTH, SHOWN AS "PARCEL I" IN THE DOCUMENT RECORDED MAY 6, 1971 IN BOOK 9631, PAGE 492 OF OFFICIAL RECORDS IN SAID COUNTY. LYING SOUTHERLY OF BIG CANYON DRIVE AND HAVING THE FOLLOWING TWO COURSES, SOUTH 05 °15'20" WEST, 299.93 FEET AND SOUTH 50 °37'09" WEST, 15.00 FEET. VWSSOC & SOCIATES Civil Engineers — Land Surveyors - Planners 2552 White Road, Suite B Irvine, CA 92614 -6236 949 - 660 -0110 Fax: 949 -660 -0418 ESMT I-QC EXHIBIT "A" LEGAL DESCRIPTION W.O. No. 1140- 369 -001 Date: 04/04/2006 Engr.B.JW. Chk'd. J.W. Sheet 1 of 1 0 _x 0 0 N W a U cn O�Q Q' O� i �O. V �O• My & WSOC SSOCIATES EXHIBIT "B" S 5937'09" 15.00' alp 1 a0• �CF III o lit LO of !!! 0 N W pl o to PORTION 10' SEWER EASEMENT "PARCEL 1" PER BK. 9631, PG. 492, O.R. TO BE QUITCLAIMED O• A 4G � CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WME ROAD, SUM B •IRVU0, CA 926146236 (949) 660 -0110 PAX 660 -0418 EXHIBIT "B" SKETCH TO ACCOMPANY A LEGAL DESCRIPTION ESMT I W.O. No. 1140- 369 -001 Date 04/03/06 Engr. B.J.W. Chk'd J.W, Sheet 1 Of 2 BIG CANY09V COVXTRTCLVB One Big Carryon Drive Newport BeacF4 a 92660 April 11, 2006 Board Secretary Orange County Sanitation District P.O. Box 8127 Fountain Valley, CA 92728 Aaron C. Harp Assistant City Attorney City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92663 RE: Big Canyon Trunk Sewer Improvement Project Ladies and Gentlemen: At the present time, the Orange County Sanitation District ( "OCSD ") has a trunk sewer line (the "OCSD Line') that is routed in part through land (the "Property ") owned by Big Canyon Country Club ( "Owner'). The City of Newport Beach (the "City ") also has lines through the Property that serve the residential community of Big Canyon (the "City Lines "). OCSD has identified the OCSD Line as a line it would like to replace and relocate due to its age, depth and present location, which is difficult to maintain ( "OCSD New Lines "). The City would also like to relocate some of the City Lines through the Property ( "City New Lines "). The OCSD New Lines and the City New Lines to be relocated are sometimes referred to herein as the "New Lines." OCSD has entered into an agreement with the City to allow the City to take the lead in the work to replace the OCSD Line. The City and OCSD have asked Owner to set forth the terms under which it would allow the contractor selected by the City (the "Contractor") to enter upon the Property to install the New Lines in accordance with the plans, specifications and other documentation described in a project entitled "2005 -2006 Various Sewer Main Improvements and Big Canyon Trunk Sewer Replacement- Contract No. 3562" ( "Plans and Specs "). The City and OCSD have also asked Owner to specify the terms and conditions under which it would grant: (1) OCSD replacement non - exclusive easements to operate and maintain the OCSD New Lines; and (2) City an amendment and restatement of its existing easements to operate and maintain the City New Lines. The purpose of this letter agreement is to set forth those terms. 0 0 Board of Secretary for OCSD Aaron C. Harp April 11, 2006 Page 2 Therefore, Owner, OCSD and the City agree as follows: 1. Reference is made to the following documents: a. Construction Access Agreement (the "Access Agreement ") dated as of April 25, 2006 attached hereto as Exhibit "A" and by this reference incorporated herein. b. Grant of Easement (the "Old OCSD Easement') made by the Irvine Company to County Sanitation District No. 5 of Orange County, California recorded on November 14, 1969 in Book 9137 pages 952 through 956 Official Records of Orange County, California. C. Grant of Non - Exclusive Easement made by Owner to OCSD in the form of Exhibit "B" attached hereto and by this reference incorporated herein (the "New OCSD Easement'). d. Grant of Easement (the "Old City Easements ") made by the Irvine Company and/or Owner to the City recorded on the following dates at the following places: (i) May 18, 1971 in Book 9644, Pages 465 through 474 Official Records of Orange County California; (ii) November 24, 1971, in Book 9901, Pages 304 through 309 Official Records of Orange County California; and (iii) June 19, 1975 in Book 11435, Pages 247 through 252 Official Records of Orange County, California. e. Amended and Restated Easements made by Owner to the City in the form of Exhibit "C" attached hereto and by this reference incorporated herein. f. Grant of Easement (the "Old Canyon Fairway Easement ") made by Owner to the Irvine Company recorded on May 8, 1984, as Document No. 84- 190109 Official Records of Orange County, California. g. Amended and Restated Easement made by Owner to Canyon Fairway Community Association in the form of Exhibit "D" attached hereto and by this reference incorporated herein. h. The easements referred to in paragraphs 1 (c), (e), and (g), above, are sometimes collectively referred to herein as the "New Easements ". 2. Terms which are defined in the Access Agreement shall have the same meanings in this letter agreement. The background set forth in the Recitals to the Access Agreement is incorporated by reference in this Agreement. 3. Owner agrees to execute and deliver to the City the Access Agreement and the New Easements by April 24, 2006. The City and District agree that the New Board of Secretary for OCSD Aaron C. Harp April 11, 2006 Page 3 Easements shall not be recorded with the Orange County Recorder until after OCSD has made the Payment to Owner set forth in Paragraph 4 below. 4. Prior to initiation of construction, OCSD shall deliver to Owner the sum of Three Hundred Sixty -Eight Thousand Five Hundred Dollars ($368,500) ( "Payment to Owner") as partial consideration for the replacement OCSD easement and in partial consideration for access by Contractor during the Initial Term. OCSD and City agree that the City shall not be liable for any portion of the Payment to Owner to be made by OCSD. 5. As partial consideration for Owner's agreements herein set forth: (a) City shall execute, acknowledge and deliver to Owner the quitclaim attached hereto as Exhibit "E" which is incorporated herein by this reference, provided the easement referenced therein is no longer necessary for operation and maintenance of the City Lines (the "City Quitclaim "); and (b) OCSD shall execute, acknowledge and deliver to Owner a quitclaim in the form of Exhibit "F" attached hereto and incorporated by this reference (the "OCSD Quitclaim ") of those portions of the Old OCSD Easement as are not required for the operation or maintenance of OCSD facilities located within the New OCSD Easement. OCSD and City shall deliver the OCSD Quitclaim and City Quitclaim at such time as all of the following conditions have been satisfied: (1) the Work shall have been completed and accepted by OCSD and City; (2) Owner shall have previously delivered to City the fully executed and acknowledged New Easements as provided above; and (3) Owner shall have secured and delivered to City executed and notarized subordination agreement(s) substantially in the form of Exhibit "G" attached hereto and incorporated by this reference from those third parties holding deed(s) of trust, or other security interests in the Property that, if exercised, would be potentially adverse to OCSD's, City's and /or Canyon Fairway's perpetual rights in the New Easements, and whose interests in the Property were recorded subsequent to the recordation of the OCSD's, the City's and Canyon Fairway's Old Easement. 6. Prior to or concurrently with the delivery of the OCSD Quitclaim and City Quitclaim, OCSD and City shall abandon in place the existing sewer trunk line in the areas affected by the OCSD Quitclaim and the City Quitclaim. Abandoning the lines in place may, but is not required to, include filling such lines, which would render the lines inoperable. If the District and /or the City desire to fill the abandoned portions of such lines, access to the Property to do such work shall be coordinated with Owner. Except to the extent necessary or appropriate to install the New Lines, neither OCSD nor City shall be required to remove the existing sewer lines in the quitclaimed areas, and any remaining sewer lines in the quitclaimed area shall thereafter be owned and controlled by Owner, and may thereafter be altered or removed at Owner's sole discretion. Neither OCSD nor City makes any representation or warranty that the abandoned sewer lines are structurally sound, nor that such lines are suitable for any sewer or other pipeline purpose, nor that such lines have any salvage or other value. Board of Secretary for OCSD Aaron C. Harp April 11, 2006 Page 4 This letter agreement shall be of no force or effect if not fully signed and delivered by the parties hereto not later than May 1, 2006. This letter agreement and the exhibits attached hereto is the entire agreement between the parties to this letter agreement regarding the subject matter hereof. [SIGNATURES ON FOLLOWING PAGE] 0 Board of Secretary for OCSD Aaron C. Harp April 11, 2006 Page 5 APPROVED AS TO FORM: BRADLEY R. HOGIN GENERAL COUNSEL By: vid E. endig APPROVED AS TO FORM: By: 4.1-- ( A —C4-- Aaron C. Harp, Assistant City Attorney for the Citv of Newnnrt BParh 0 ORANGE COUNTY SANITATION DISTRICT By: `� E �e(s/lJ Ruth, General renny myie, Directors CITY OF NEWPORTA I, A Municipal Corporati¢nr // Lion -Webb, MaT r - for the City of Newport Beach of Exhibit B - New OCSD Easement Exhibit C - Amended and Restated City Easements Exhibit D - Amended and Restated Canyon Fairway Easement Exhibit E - City Quitclaim Exhibit F - OCSD Quitclaim Exhibit G - Subordination Agreements 0 0 CONSTRUCTION ACCESS AGREEMENT WITH THE BIG CANYON COUNTRY CLUB FOR THE BIG CANYON TRUNK SEWER IMPROVEMENT PROJECT THIS CONSTRUCTION ACCESS AGREEMENT ( "Agreement ") is made and entered into as of this day of April, 2006, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and Big Canyon Country Club, a California non - profit mutual benefit corporation (the "Owner "), and is made with reference to the following: RECITALS WHEREAS, City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City; WHEREAS, Orange County Sanitation District is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700 et seq. ( "District "); WHEREAS, Owner owns a portion of the land (the "Project Boundaries ") bounded by Jamboree Road, Ford Road, MacArthur Boulevard and San Joaquin Hills Road in Newport Beach, California; WHEREAS, the portion of the land (the "Property") within the Project Boundaries which is owned by Owner is described in Exhibit A, attached hereto and made a part hereof ( "Construction Map "), and has been improved as a golf course, driving range, clubhouse and related site, recreational and maintenance facilities; WHEREAS, District owns, operates and maintains a 12 -inch to 15 -inch trunk sewer line within the City of Newport Beach located beneath the Property and the unrelated Big Canyon residential development (hereinafter the District's existing sewer line shall be referred to as the "Big Canyon Trunk Sewer"); WHEREAS, the Big Canyon Trunk Sewer was built in the 1960s and was subsequently covered by substantial amounts of earth fill during construction of the Big Canyon Country Club and Big Canyon residential development; WHEREAS, as a result of the construction, portions of the Big Canyon Trunk Sewer are buried deep underground (up to 45 feet), making it difficult to properly maintain it; WHEREAS, City owns, operates, and maintains numerous sewer lines in the Big Canyon development that connect to the Big Canyon Trunk Sewer ( "City Sewers "); EXHIBIT A WHEREAS, on June 14, 2005, the City and District entered into a Reimbursement Agreement for the Big Canyon Trunk Sewer Improvement Project, a joint project to be administered by the City, which provided for, among other things, the construction and realignment of Big Canyon Trunk Sewer to allow easier access for maintenance purposes ( "New Big Canyon Trunk Sewer "), the extension of the City's Sewer lines to connect to the New Big Canyon Trunk Sewer, and the repair, replacement, and realignment of a portion of the City Sewers that connect to the Big Canyon Trunk Sewer (collectively, the "Project "); WHEREAS, the location of the New Big Canyon Trunk Sewer and additional City sewer lines ( "City Lines') to be constructed on the Property are shown on Exhibit A; WHEREAS, pursuant to the Reimbursement Agreement, the City agreed to coordinate and obtain permission from the Owner to obtain access for the construction of the Project; and WHEREAS, the Owner and City desire to enter into this Agreement to provide for such access and entry for the construction of the portion of the Project on the Property subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants, undertakings, and other consideration set forth in this Agreement, City and Owner (sometimes a "party" or the "parties') agree as follows: 1. Grant of Access. For valuable consideration, Owner hereby grants to District and City, their employees, agents, consultants, the contractor selected by the City to perform the Project ( "Contractor'), the Contractor's employees, agents, material suppliers, subcontractors, and their employees ( "Authorized Parties') the right to access and enter upon the Property for the purpose of performing any and all work necessary to construct the Project (the "Work "), subject to the terms and conditions set forth herein. This Agreement is expressly conditioned upon (i) the attendance of the Contractor and its on -site superintendent at a pre - construction meeting to be held with the Owner at the Property to discuss the Contractor's plan to perform the Work in a manner consistent with the terms of this Agreement, which terms shall be incorporated into the agreement with the Contractor selected to perform the Work; (ii) Contractor accessing the Property at the designated locations described herein; and (iii) prior to entry on the Property, the delivery to Owner of a certificate of insurance as provided in Exhibit B, which is attached hereto and incorporated by this reference (the "Construction Document Requirements'). City acknowledges that Owner has no authority to grant access over any other property within the Project Boundaries. The grant of the access is subject to all of the terms and provisions of this Agreement. The City shall cause the Contractor and the Authorized Parties to comply with the terms of this Agreement in the performance of the Work. 2. Portion of the Property Subiect to the Agreement. The portions of the Property which are the subject of this Agreement are: (a) described in Section 2 of the Construction Document Requirements as the designated locations for accessing the 2 0 0 Property; (b) depicted as the "Proposed Work and Work Zone' (collectively, the "Work Zone ") on plans for the Work prepared by Walden & Associates, sheets G0002 (2 of 17), G0002A (2A of 17), G0002B (213 of 17), and G0002C (2C of 17) (collectively, the "Plans "); and (c) depicted as the Construction Storage Area and Construction Access Routes on Exhibit A attached hereto. The areas described in (a) through (c) of this Section are collectively referred to herein as the "Access Ares". Entry by the Authorized Parties on portions of the Property other than the Access Areas shall be deemed to be a breach of this Agreement. 3. Construction Documents. The City shall include those terms and conditions set forth in the Construction Document Requirements into the Plans, specifications, drawings, conditions or other documents that will be incorporated into the agreement between the City and Contractor selected to perform the Work (hereinafter "Construction Documents'). The City shall cause the Contractor, its subcontractors and material suppliers to perform each of the terms and conditions set forth in the Construction Documents and the Construction Document Requirements. Owner shall cooperate with City, its Contractor and take any and all action expressly required of Owner which are described in the Construction Document Requirements. The parties agree that all words, terms and phrases defined in this Agreement that are used in the Construction Document Requirements shall have the same meaning as set forth in this Agreement. 4. Term of Agreement. The initial term (the "Initial Term ") of this Agreement shall commence on the date when Contractor first enters upon the Property to commence the Work and shall end one hundred and fifty (150) calendar days thereafter. However, if the Contractor has "Completed its Work' on Phase 1, as defined in the Construction Document Requirements, prior to June 26, 2006, the Initial Term shall be tolled from the date Contractor has Completed its Work on Phase 1 until June 26, 2006. The Contractor shall be deemed to have "Completed its Work" on Phase 1 when it has completed the sewer installation(s), backfilled and compacted the trenches and any other surface irregularities created by the Work back to the level at which such areas were when Contractor commenced Phase 1 of the Work, removed all remaining dirt and debris from the Phase 1 area excavated by Contractor (unless such dirt will be used by Owner's contractor for the Pond Fill Project (as defined below)) and moved all men, equipment, barricades or other obstructions from the Phase 1 area. In addition, the Contractor shall have seven (7) calendar days past the Initial Term to complete the landscape restoration efforts associated with Phase 7, as defined in the Construction Document Requirements, after the Contractor has completed its Work on Phase 7, and the City shall not be charged any amount pursuant to this Agreement during said seven day time period. If the Work is not completed within the Initial Term, as it may have been adjusted as described in this Section 4 above, the City, in its sole discretion, shall have the option of extending the term of this Agreement for up to ninety (90) calendar days ( "Extended Term') to complete the Work; provided that the City shall pay to Owner liquidated damages in the amount of Two Thousand Dollars and No Cents ($2,000.00) for each day during the Extended Term that the City elects to extend the Agreement. Such payment shall be made within ten (10) days after the end of the Extended Term. 3 0 0 THE PARTIES AGREE THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE THE ACTUAL DAMAGES TO OWNER AS A RESULT OF A DELAY OF THE PROJECT BEYOND THE INITIAL TERM. THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT TO THE OWNER FROM THE DELAY OF COMPLETION OF THE PROJECT WOULD BE THE SUM OF TWO THOUSAND DOLLARS ($2,000) PER DAY FOR EACH CALENDAR DAY THAT THE CITY ELECTS TO EXTEND THE TERM OF THIS AGREEMENT BEYOND THE INITIAL TERM. 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 OWNER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE CITY HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389 WITH RESPECT TO THE PAYMENT OF SUCH LIQUIDATED DAMAGES. (INITIALS: The City ; Owner ) The parties hereto agree that: (a) if the Work is not completed during the Initial Term and the Extended Term; (b) if the City elects to terminate the agreement with the Contractor for the construction of the Project due to the failure of the Contractor to abide by the terms and conditions contained in the City's agreement with the Contractor; and /or (c) if differing site conditions are encountered which were unknown at the time this Agreement was entered into, then the Owner and City shall meet within five (5) days after the end of the Extended Term or the termination of the City's agreement with the Contractor, whichever is earlier to determine and agree upon a new agreement which will provide for: access and entry to the Property for the purpose of completing the Work according to a reasonable schedule; a reasonable amount of compensation to Owner based upon the Owner's loss of revenue related to the then unfinished portion of the Project; and other reasonable terms. If the Work is not expected to be resumed within twenty (20) days after the date of such meeting, Owner may give the City notice to restore the Property in accordance with the terms of this Agreement as if the Work had been completed by the Contractor. In such event, the City shall commence such restoration within fifteen (15) days after the City receives such notice and shall diligently pursue such restoration to completion. The parties hereto agree that this Agreement may be terminated by the City if, prior to entry by Contractor on the Property to commence the Work, the City and/or the District elect not to proceed with the Project. The parties hereto also agree that the Initial Term and /or Extended Term shall be extended as a result of any delays caused entirely or primarily by the acts or omissions of Owner, and the City shall not be obligated to pay Owner as provided herein for any Owner caused delays. 5. Coordination of Work. The parties acknowledge that Owner is in the process of constructing a project commonly known as the Big Canyon Country Club Pond Fill Project ( "Pond Fill Project ") and that a portion of the Work must be coordinated with Owner's contractor of the Pond Fill Project. Part of the Pond Fill Project involves the installation of storm drain lines (the "Storm Drain Lines') in an area where the New Big Canyon Trunk Sewer and the City Lines will be installed. The New Big Canyon Trunk Sewer must be installed prior to the installation of the Storm Drain Lines. In order to not interfere with the Pond Fill Project, the City shall, by April 7, 2006, enter into a 4 0 0 contract, which amount shall not exceed $30,000, with Clarke Contracting Corporation ( "CCC ") for the installation of that portion of the City Lines and the New Big Canyon Trunk Sewer which will be below the Storm Drain Lines. The parties agree that prior to July 5, 2006, and between stations 53 +50 and 56 +00 shown on the Plans and City Line "I" shown on Sheet 10 and the profile thereof on Sheet 9 of the Big Canyon Trunk Drawings, the backfill and final grade work by the Owner's contractor for the Pond Fill Project shall not be completed to an elevation greater than two feet (2') above the top of pipe elevation of the Storm Drain Lines being installed as part of the Pond Fill Project, within the width of the easements for the New Big Canyon Trunk Sewer and City Lines; provided, however, to the extent Contractor has completed installation of the New Big Canyon Trunk Sewer and City Lines in the area of the Pond Fill Project prior to July 5, 2006, Owner may allow Owner's contractor to complete the backfilling of those areas upon such completion. 6. Default. In the event that the City, Contractor or any of the Authorized Parties fail to comply with any provisions of this Agreement ( "Default "), which Default shall not have been cured within ten (10) calendar days after City receives written notice specifying such Default, then Owner may, in addition to any other remedies provided at law or in equity, immediately or any time thereafter terminate this Agreement herein upon written notice to the City. 7. Construction Manager. The parties hereto agree that the City shall hire Walden & Associates ( "Walden ") as its Construction Manager for that portion of the Project within the Property. The City, in its sole discretion, may terminate its agreement with Walden if Walden fails to abide by the terms and conditions of the consultant agreement entered into between Walden and the City. In the event of such a termination, the City shall retain a replacement construction manager to perform the duties of Walden. The scope of the services of Walden shall be reasonably determined by the City, but shall be subject to the prior written approval of the Owner. The City and Owner agree that the scope of the services of Walden shall be sufficient to assure that the Project within the Property is sufficiently supervised and inspected. 8. Notices. All notices to be given under the terms of this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Owner to City shall be addressed to City and OCSD at: Attn: Steve Badum Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3311 Fax: 949 - 644 -3318 R • Attn: Director of Engineering Orange County Sanitation District P.O. Box 8127 Fountain Valley, CA 92728 All notices, demands, requests or approvals from City to Owner shall be addressed to Owner at: Attn: David Voorhees General Manager Big Canyon Country Club One Big Canyon Drive Newport Beach, Ca 92660 Phone: (949) 644 -5404 Fax: (949) 720 -9338 9. Entire Agreement. This Agreement, and the letter agreement between Owner, the City and District of even date herewith, constitutes the entire agreement between the parties, there being no other terms, oral or written, except as herein expressed. 10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together shall be construed as one instrument. 11. Invalid1tv. If any provision of this Agreement shall be adjudged by a court of competent jurisdiction to be void, invalid, illegal or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole, but only to the extent that the application or enforcement of such remaining provisions would not be inconsistent with the intent and purposes of this Agreement. 12. Time of the Essence. Time is of the essence of each provision of this Agreement of which time is an element. 13. Amendments. This Agreement may be amended, changed or modified only by written amendment executed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing signed by the party charged. 14. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of each party to this Agreement. 15. Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to 9 • • this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 16. Administration. As to the City, this Agreement will be administered by the Public Works Department. Mr. Steve Badum shall be the administrator and shall have the authority to act for City under this Agreement. As to the Owner, this Agreement will be administered by the General Manager, David Voorhees who shall have the authority to act for Owner under this Agreement. As to day to day in field decisions, those shall be administered by a designate of David Voorhees who shall have the authority to act for Owner under this Agreement. 17. Cooperation. The parties acknowledge that the intent of this Agreement is to allow for the construction of the Project in a reasonable manner. The parties acknowledge that in construction projects, it is some times necessary to cooperate to address unexpected issues that may arise. The parties hereto agree to take any and all actions reasonable, convenient, necessary or desirable to carry out the provisions of this Agreement and to make all decisions within a reasonable time. 18. Miscellaneous Provisions. (a) If the Contractor shall not have commenced the Work (commence is defined as physically beginning the Work on the Property and thereafter diligently working to complete the Work), by June 15, 2006, Owner shall have the right to terminate this Agreement in accordance with the provisions set forth herein. (b) Except for Phase 1 Work, as defined in Exhibit B, the City shall obtain permission from Owner prior to authorizing the Contractor to perform Work on Saturdays. (c) The City and Owner intend that Owner shall be a third party beneficiary of the terms of the agreement between the City and Contractor with respect to the Property or the entry, or performance of any portion of the Work, thereon or restoration thereof by Contractor or the Authorized Parties. The parties agree that the Construction Document Requirements are to be incorporated by the City into its agreement with the Contractor and that the City shall not rescind, amend, or otherwise modify the provisions of the agreement with the Contractor which incorporate the Construction Document Requirements without obtaining the prior written consent of Owner, which consent shall not be unreasonably withheld. Nothing herein prohibits the City from making modifications or amendments to the agreement with the Contractor without the consent of Owner that either (a) do not affect the Work at the Property, or (b) are not inconsistent with the Construction Document Requirements (including, but not limited to, changes in Contractor compensation). The City shall include a paragraph in the agreement between the City and Contractor setting forth Owners third party beneficiary rights as described in this paragraph. (d) City shall assure that any bonds called for in the Construction Documents for the Work shall be properly issued to the City. If necessary, City shall take any and VA • 0 all action necessary or appropriate to make a claim under the bonds and shall use any funds realized from such bonds to pay for the labor and materials and to promptly complete the Work. APPROVED AS TO FORM: CITY OF NEWPOR ACH, /� AMU n C ti By: /T t , �_ - G�.� B Aaron C. Harp, Don Webb, Mayor Assistant City Attorney for the City of Newport Beach for the City of Newport Beach AT M LaVonne Harkless, City Clerk BIG CANYON COUNTRY CLUB, A California Non- Profit Mutual Benefit Corporation in 1.0111w OVA "�® MW Z,Cf_ra Exhibit A: Construction Map B: Construction Documents Terms and Conditions c -� EXHIBIT B CONSTRUCTION ACCESS AGREEMENT TERMS AND CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS The following terms and conditions shall be incorporated by the City into its agreement with the Contractor for the construction of the project entitled "2005 -2006 Various Sewer Main Improvements and Big Canyon Trunk Sewer Replacement — Contract No. 3562." Capitalized terms not defined herein shall have the same meaning ascribed to those terms in the Construction Access Agreement (the "Construction Access Agreement ") to which this document is an Exhibit. 1. Pre - construction Meeting: The Contractor and its on -site superintendent shall be required to attend a mandatory pre - construction meeting with Owner at the Property to discuss compliance with the Contract Documents. No Work will be permitted on the Property until after the mandatory pre - construction meeting has been conducted. 2. Phasing of the Work: The Contractor shall commence the Work as soon as practicable. The Work set forth in Bid Items Al thru A43 of the Construction Documents (hereinafter "Big Canyon Trunk Sewer Replacement "), and Work shown on City Sewer Improvements drawing 20 of 24, are the first priority of Work. In addition, the Contactor shall follow the following phasing schedule pertaining to the Work and provide a separate schedule to the City for this Work prior to the pre- construction meeting ( "Separate Schedule "). The Separate Schedule, which will be provided to the Owner at the pre- construction meeting held at the Property, shall indicate the dates each phase of Work will take place: Phase 1 Clubhouse and Driving Range Area. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 51 +50 and 65 +07.45 and all associated laterals. In addition, the City Sewer Improvements shown on sheet 20 of 24 shall be completed in this phase. Work shall proceed from downstream to upstream on all installations. The first phase of Work is anticipated to start on May 15th, 2006. The portion of Phase 1 between Station 51 +50 and 58 +00 (the "Initial Priority Work ") shall be completed by July 5, 2006, or a day after such date for each day that elapses between May 15, 2006 and the date Contractor is given access to the Initial Priority Work area. Access for Phase 1 shall be from Big Canyon Clubhouse ( "Clubhouse ") parking lot. The Contractor shall not be allowed to perform any Work on the City Sewer Improvements shown on sheet 20 of 24 on June 15, 16, 17, 22 and 23 because the Owner requires entire use of the 1 EXHIBIT B • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS Clubhouse parking lot on these dates. Accordingly, the Contractor shall cease Work in the Clubhouse parking lot on those days and remove all equipment, tools, debris and other impediments to the ability of patrons or guest of Owner to park vehicles and walk to Owner's facilities (and assure their safety in doing so), and all excavations shall be covered with plates or other devices to allow the parking spaces in the Clubhouse parking lot to be used during such dates. Access to other Phase 1 Work on June 15, 16, 17, 22 and 23 will be limited and staging for the Work on those days will be from the Driving Range. Phase 2 Golf Course Area Holes No. 1 and 9. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 40 +00 & 51 +50 and all associated laterals. Work shall proceed from downstream to upstream on all installations. Access for Phase 2 will be from the Big Canyon Drive between the 3rd and 4th holes. Phase 3 Golf Course Area Hole No. 2. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 21 +50 & 40 +00 and all associated laterals. Work shall proceed from downstream to upstream between Station 25 +50 and 40 +00. The jacking operation between 25 +50 to 21 +50 shall proceed from upstream to downstream. Access for Phase 3 will be from Big Canyon Drive between the 3rd and 4th holes. Phase 4 Golf Course Area Hole No. 3. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 18 +40 & 21 +50. Work shall proceed from downstream to upstream. Access for Phase 4 will be from Big Canyon Drive between the 3rd and 4th holes. Phase 5 Golf Course Area Hole No. 4. Work in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 14 +13.65 & 18 +40 and 8 -inch sewer Work on Big Canyon Drive. Work shall proceed from downstream to upstream. Access for Phase 5 will be from the golf course maintenance facilities off Jamboree Road and/or Big Canyon Drive between the 3rd and 4th holes. Phase 6 Work in this phase shall include the necessary connection to existing sewers and abandonment of existing Big Canyon Trunk Facilities between Station 14 +13.65 and 65 +07.45. Access for Phase 6 will be from Big Canyon Drive between the 3rd and 4th holes. 2 EXHIBIT B • 0 TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS Phase 7 Golf Course Holes 13 and 17. Work to be included in this phase shall include the Big Canyon Trunk Sewer Replacement between Station 72 +85.59 & 77 +64.25. Work shall proceed in from downstream to upstream on all installations and include connection to and abandonment of existing trunk sewers. Access for Phase 7 shall be from MacArthur Boulevard. In addition, the lining of the existing Big Canyon Trunk Sewer between Station 65 +07.45 and 72 +85.59 shall be accomplished during this phase. Work on Phase 1 shall be completed prior to performing any other Project Work unless the Contractor obtains the express written permission of the Owner and City's designated representative (hereinafter "Engineer "). Contractor shall be required to coordinate Phase 1 Work with the contractor hired by the Owner for the Pond Fill Project. Work on Phases 2 through 7 shall not commence until after June 25, 2006. Except as provided above, Work on the City Sewer and Storm Drain improvements may be done concurrently with the Big Canyon Trunk Sewer Replacement and can proceed in a schedule determined by the Contractor. For Work on Phases 2 through 7 and City Sewer and Storm Drain Work, the Contractor shall "Complete its Work" one hole at a time so that golf play on more than one hole is not impacted or altered by the Work at any one time. The Contractor shall be deemed to have "Completed its Work" on a golf hole when it has completed the sewer installation(s), backfilled and compacted the trenches and any other surface irregularities created by the Work back to the level of the surrounding surfaces not disturbed by the Work, removed all remaining dirt and debris from the area and moved all men, equipment, barricades or other obstructions off of that golf hole. The landscape restoration efforts related to the Big Canyon Trunk Sewer Replacement does not have to be completed prior to moving to the next phase of Work and can and shall be done concurrently as the Contractor transitions from one phase to the next. Notwithstanding the provisions of the Construction Access Agreement to the contrary, restoration efforts for Phase 7 may be completed with in ten (10) working days of the end of that Phase, but not later than 157 calendar days after commencement of the Work. The Contractor shall be prohibited from: (1) accessing the Property at any location other than the locations indicated on the Construction Map; (2) conducting Work outside of the Work Zone; and /or (3) performing other Work not permitted in the Contract Documents on the Property. The Contractor shall phase the Work so that the intended use of the Property and the Owner's inconvenience are minimized. Therefore, the Contractor shall complete the Big Canyon Trunk Sewer Replacement, including required testing, restoration and final clean -up in one phase at a time or between manholes before moving to the next phase of Work. Contractor shall maintain a path of cart and pedestrian travel between golf holes at all times. 3 EXHIBIT B 40 • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS In the event Contractor takes access through a golf hole upon which Work is not then in progress, Contractor shall control its vehicles such that golfers on such golf hole shall have the right of way. In other words, vehicles on the course on such holes shall wait for golfers to hit before proceeding. Owner shall not be liable to Contractor or any Authorized Party for injury to persons or damage to property from being struck by a golf ball. Contractor may periodically (i.e. irregularly) use the Jamboree Road access to the Property through Owner's maintenance yard for deliveries of materials needed for Work proximate to Jamboree Road, provided such access is between the hours of 6:30 AM to 2:30 PM and the maintenance yard is then open. 3. Working Hours: Normal working hours are limited to 7:00 a.m. to 4:30 p.m. Monday through Friday. Should the Contractor elect to Work later than 4:30 p.m. up to 6:30 p.m. weekdays or between 8:00 a.m. and 6:00 p.m. Saturday, the Contractor shall first obtain special permission from the City; provided, however, for Phase 1 of the Work, the Contractor shall Work on Saturday at least from 8:00 a.m. to 4:00 p.m. Except as set forth above regarding Phase 1 Work, a request to Work during any of these hours must be made at least 72 hours in advance of the desired time period, except in emergencies involving immediate hazard to persons or property. A separate request must be made for each Work shift. The Engineer reserves the right to deny any or all such requests. Denial of such request(s) will not be sufficient reason to grant the Contractor an extension of time. No Work shall occur on Sundays. 4. Storage of Equipment: Construction materials and equipment may only be stored on the Property in areas shown on the Construction Map, or in streets, roads, sidewalk, if approved by the Engineer. The City and Owner have provided three (3) staging areas for this Project as indicated on the Plans. Only storage areas within the Property as shown on the Construction Map may be used without the prior written consent of the Owner. The storage areas in the Clubhouse parking lot and on the driving range may only be used during Phase 1 of the Work. The Owner requires use of the entire Clubhouse parking lot on June 15, 16, 17, 22 and 23. The Clubhouse parking lot shall not be used for staging or storage on those days. Staging on those days shall be from the Driving Range. The Contractor shall cease all Work in the Clubhouse parking lot on those days and remove all equipment, tools, debris and other impediments to the ability of patrons or guest of Owner to park vehicles and walk to Owner's facilities (and assure their safety in doing so). Prior to move -in, the Contractor shall take photos of the laydown (staging) areas and provide one set to the City and one set to Owner. The Contractor shall restore the laydown (staging) areas to their pre- construction or better condition. The Engineer shall require new base and pavement if the pavement condition has been compromised during construction at no additional cost to the City, District or Owner. 12 EXHIBIT B 0 0 TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS 5. Subcontractors: The replacement and repair of the Owner's turf, vegetation (landscaping) and irrigation related Work on the Property shall be done in accordance with the applicable sections of the Special Provisions and the Landscape Special Provisions attached hereto as Exhibit 1 and, pursuant to the requirement imposed by Owner as a condition to obtaining consent to site access, such Work shall be conducted by the following applicable subcontractors: a) SOUTHWEST GROWERS AND LANDSCAPING, INC. 21251 Bushard Street Huntington Beach, CA Contact Person: Mr. Ron Jessee 714/964 -9511 b) CHRISTENSEN IRRIGATION COMPANY, INC. 3505 Cadillac Avenue, Ste 0 -206B Costa Mesa, CA Contact Person: Mr. Scott Murray 714/556 -6076 Contractor must utilize these two firms for all turf, vegetation (landscaping) and irrigation related Work on the Property and note them in the Designation of Subcontractor(s) portion of the Special Provisions or the bid may be considered non - responsive." 6. Inspection Requirements: Inspection will be required by the Owner on the following stages of the Work on the Property: a) Prior to removals of the existing landscaping and turf. b) During preliminary grading, soil preparation, and initial weeding. c) When trees are spotted for planting, but before planting holes have been excavated. d) When finish grading has been completed. e) Before commencing boring Work near the stream approximately 100 -120 yards from the hole #2 green, Owner shall be notified to assure that trees in that area are not impacted by the Work. f) As specified in the Landscape Special Provisions attached hereto as Exhibit 1. 5 EXHIBIT B Is TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS Plants shall be subject to inspection and approval or rejection by the City and/or Owner at place of growth and upon delivery to site at any time before or during progress of the Work. 7. Cooperation and Collateral Work: No shutdowns of water service to the Property may occur, except as provided in this Section 7. Contractor shall be responsible to perform all shut downs of private water facilities of Owner as required. City forces will perform all shut downs of public water facilities as required. The Contractor shall give the City and /or Owner seven (7) calendar days advance notice to have the effected water service(s) shut down. The City acknowledges that the golf course vegetation will require periodic watering especially during the heat of the summer. A six -hour shut down of water facilities during the daytime hours of 10:00 a.m. to 4:00 p.m. will be allowed. The Contractor will be responsible for completing all water connections within the time period allowed. The times and dates of any utility to be shut down must be coordinated with the City of Newport Beach, Utilities Department and Owner, as applicable. The City must approve any nighttime Work in advance. Failure to comply with the shut down procedures will prevent the shut down of the water and the Contractor shall take full responsibility for the construction of the sewer or its appurtenances. No time extensions will be granted for failing to comply with this procedure. The Owner anticipates the Pond Fill Project and other construction around the Club House, generally between or near stations 51 +50 and 58 +00 of the Big Canyon Trunk Sewer Replacement area during the construction period of the Work. The Contractor shall coordinate its Work with Owner's construction as well as the operation of existing and new utilities and facilities of Owner during the course of the Work. The Contractor shall permit others engaged in Work to accomplish such Work without undue interference or delay. The Contractor shall notify the City and the Owner if Owner utilities, which are in operation require shut -off. 8. Traffic and Access: Pedestrian access within the limits of the Work must be maintained at all times. The Contractor shall cooperate with the Engineer and Owner to provide access that may be impacted by construction operations on the Property, particularly path and working across fairways during construction. The Contractor shall furnish and install signage, barricades, delineators, yellow safety ribbon, green 4 -foot high safety fence and any other measures deemed necessary by the Engineer to safely direct the public around areas of construction, and into (and out of) the affected areas of Work. Such measures EXHIBIT B TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS shall be shown on the Detailed Traffic Control Plans required by the Construction Documents. 9. Notice to Residents: Ten (10) working days prior to starting Work, the Contractor shall deliver a tri -fold notice to the Owner and residents adjacent to the Work describing the project and indicating the limits of construction. The City will provide the notice. Forty -eight (48) hours before restricting vehicular or pedestrian access to garages, parking spaces, sidewalks, etc., the Contractor shall distribute to affected residents a written notice stating when construction operations will start and approximately when vehicular and pedestrian accessibility will be restored. The written notices will be prepared by the Engineer. The Contractor shall insert the applicable dates and times when the notices are distributed. Errors in distribution, false starts, acts of god, strikes or other alterations of the schedule will require re- notification using an explanatory letter furnished by the Engineer and delivered by the Contractor. The Contractor shall provide all residents, Owner and businesses impacted by any utility shutdown written notice twice; once three (3) days in advance and once twenty -four (24) hours in advance of any service interruption. The City will review and approve the notification format prior to the Contractor's distribution. The Contractor shall submit the notice to the Engineer at lest five (5) working days prior to distribution for approval. 10. Protection and Restoration of Existina Improvements: Contractor shall restore all ground conditions modified by Contractor and all vegetation (landscaping), irrigation facilities and improvements of Owner damaged or removed by Contractor to their condition prior to the commencement of the Work, as soon after completion of the Work as possible. Such restoration within a Phase shall occur as soon as that Phase of the Work is completed so that the facilities of Owner are placed back into pre -Work condition as soon as practicable. All cost to the Contractor for protecting, removing, restoring, repairing, replacing, or reestablishing existing improvements shall be included in the various bid items unless otherwise specified. Owner shall receive a warranty for all restoration Work. The warranty period shall be one year from the acceptance of the Work by the City. Owner shall receive a maintenance period of ninety (90) days for all turf installed. The Contractor shall provide the City a minimum of 72 (equal to three (3) standard rolls of film) color photographs of the initial site conditions prior to the start of construction. The Contractor shall also provide a minimum of 24 additional color photographs per month to document conditions of the Work in progress. The Contractor shall provide the City a minimum of 72 color photographs of finished site conditions of the completed Project. The photographs shall be of such views as to document Project conditions during the progress and at the conclusion of the Project at the locations where previous construction photograph documentation was obtained. VA EXHIBIT B 46 0 TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS 11. Insurance: Insurance is to be placed with insurers with a current A.M. Best Rating Guide rating of A -, or better, and no smaller than Financial Size Category Class VI1, or better, and insurers must be a California Admitted Insurance Company. The City and/or Orange County Sanitation District may require Contractor to substitute any insurer whose rating drops below the levels herein specified and the substitution shall occur within twenty (20) days of written notice to Contractor by the City, Orange County Sanitation District, and/or their agents. Contractor shall furnish City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association with original certificates of insurance and with original endorsements effecting coverage required by this Contract. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by City and Orange County Sanitation District before Work commences. City and Orange County Sanitation District reserve the right to require complete, certified copies of all required insurance policies, including endorsements, at any time. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries or death to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, his /its agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Contractor's bid. a) Minimum Scope of Insurance Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability coverage "occurrence" form number CG 0002 (Edition 11/85) or Insurance Services Office form number GL 0002 (Edition 1/73) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. 2) Insurance Services Office Business Auto Coverage form number CA 0002 0287 covering Automobile Liability, code 1 "any auto" and endorsement CA 0029 1288 Changes in Business Auto and Truckers Coverage forms - Insured Contract. 3) Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. 0 EXHIBIT B 0 0 TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS b) Minimum Limits of Insurance Coverage limits shall be no less than: 1) General Liability: $2,000,000.00 combined single limit per occurrence for bodily injury, personal injury and property damage and $4,000,000.00 aggregate bodily injury, personal injury, and property damage. 2) Automobile Liability: $2,000,000.00 combined single limit per accident for bodily injury and property damage, including non - owned and hired vehicles. 3) Workers' Compensation and Employers Liability: Workers' Compensation, in accordance with the Workers' Compensation Act of the State of California for a minimum of $1,000,000.00, or such minimum limits as the required by the State, whichever is greater. Such Workers' Compensation Insurance shall be endorsed to provide for a waiver of subrogation against the City and Orange County Sanitation District. c) Deductibles and Self- Insured Retentions Any deductibles or self- insured retentions must be declared to and approved by City. At the option of City, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholder, directors, members, officers, officials, employees, agents, consultants attorneys and volunteers; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d) Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1) General Liability and Automobile Liability Coverages City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members, officers, agents, officials, employees, consultants, E EXHIBIT B 0 0 TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS attorneys and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members, officers, agents, officials, employees, consultants, attorneys or volunteers. ii. Contractor's insurance coverage shall be primary insurance and /or primary source of recovery as respects the City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their officers, agents, officials, employees, consultants and volunteers. Any insurance or self- insurance maintained by the City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members, officers, agents, officials, employees, consultants, attorneys and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members, officers, agents, officials, employees, consultants, attorneys and volunteers. iv. Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. V. The insurance afforded by the policy for contractual liability shall include liability assumed by Contractor under the indemnification /hold harmless provision contained in this Contract. 10 EXHIBIT B TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS 2) Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association their shareholders, directors, members officers, agents, officials, employees, consultants, attorneys and volunteers for losses arising from Work performed by Contractor for the City. 3) All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, rescinded by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City and Orange County Sanitation District. All of the executed documents referenced in this contract must be returned within ten (10) working days after the date on the "Notification of Award," so that the City and Orange County Sanitation District may review and approve all insurance and bonds documentation. 12. Indemnification: Contractor shall indemnify, hold harmless, and defend City, Orange County Sanitation District, Big Canyon Country Club, Big Canyon Community Association and the Canyon Hills Community Association and each of their past, present and future members, partners, officers, officials, directors, employees, agents, consultants, volunteers, affiliates, assignees, shareholders, representatives, attorneys, subsidiaries, members, parent and affiliated entities and their respective successors, heirs and assigns (collectively, "Indemnified Parties ") harmless for, from and against any costs, expenses, damages, and losses, including actual attorneys fees ( "Losses') of any kind or character to any person or property arising directly or indirectly from or caused by any of the following (i) Contractor's construction activities; (ii) any defect in the Project Work performed by Contractor; (iii) any act or omission of Contractor or its respective officers, directors, shareholder members, partners, employees, agents, contractors, subcontractors, suppliers, representatives and affiliates ( "Contractor Representatives "); (iv) any accident or casualty within or arising out of the Project Work; (v) any violation or alleged violation of any law, ordinance or statute now or hereafter enacted arising out of the Project Work; (vi) Contractor's performance under this Agreement or the construction by Contractor of any improvements pursuant to this Agreement; (vii) 11 EXHIBIT B • • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS the violation of any Environmental Laws or the failure to clean up and mitigate the consequences of the spill or release of any Hazardous Substance; (viii) any liens for any provider of Work, labor, material or services claiming by, through, or under Contractor relating to the Project Work, (ix) the negligence or willful misconduct of Contractor or any of Contractor's Representatives in the performance of the Project Work and (x) any breach of this Agreement. Contractor shall not be required to indemnify, hold harmless and defend the Indemnified Parties from the sole or active negligence or willful misconduct of the Indemnified Parties. As used herein, the term "Environmental Laws" shall mean "any and all present and future federal, state or local laws (whether common law, statute, rule, regulation or otherwise), permits, orders and any other requirements of Governmental Authorities relating to the environment or any "Hazardous Substance" or "Hazardous Substance Activity" (as defined herein) (including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) as amended from time to time and the applicable provisions of the California Health and Safety Code and California Water Code)" As used herein, the term "Hazardous Substance" shall mean "any (a) chemical, compound, material, mixture or substance that is now or hereinafter defined or listed in, or otherwise classified pursuant to any Environmental Law as a "hazardous substance ", "hazardous material," "hazardous waste," "extremely hazardous waste," "infectious waste," "toxic waste," "toxic pollutant," or any other formulation intended to define, list or classify substances by reason of deleterious properties or affect and (b) petroleum, petroleum by- products, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas in such synthetic gas), ash, municipal solid waste, steam, drilling fluids, produced waters and other wastes associated with the exploration, development and production of made oil, natural gas or geothermal resources." 13. Liens: The Contractor shall be responsible for the satisfaction or payment of any liens for any provider of Work, labor, material or services claiming by, through, or under Contractor relating to any Project Work or the property where the Project Work is to be performed. The Contractor shall also indemnify, hold harmless and defend the Indemnified Parties for, from and against any such liens, including reasonable Attorneys' fees incurred as a result of such liens. Contractor shall not be required to indemnify, hold harmless and defend the Indemnified Parties from the sole or active negligence or willful misconduct of the Indemnified Parties. Such liens shall be discharged by the Contractor, as applicable within ten (10) days of notice of filing thereof by bonding, payment or otherwise, provided that Contractor may contest, in good faith and by appropriate proceeding, any such liens. file: EXHIBIT B • TERMS & CONDITIONS TO BE INCORPORATED INTO CONSTRUCTION DOCUMENTS 14. Default: In the event Contractor fails to comply with any provisions of the Contract Documents ( "Default'), which Default shall not have been cured within seven (7) calendar days after receiving written notice specifying such Default, the City may, in addition to any other remedies provided at law or in equity, immediately or any time thereafter terminate this Agreement upon written notice to the Contractor. 13 0 EXHIBIT 1 LANDSCAPING SPECIAL PROVISIONS EXHIBIT 1, Page 1 of 9 BCCC LANDSCAPING EXHIBIT 1 LANDSCAPING SPECIAL PROVISIONS PART1- GENERAL 1.1 THE REQUIREMENT A. The Contractor shall furnish all tools, equipment, materials, and supplies and shall perform all labor required to complete the work as indicated on the Drawings and specified herein. B. This Section covers the reconstruction or repair of an automatic irrigation system, complete and operable, in accordance with the requirements of the Contract Documents. C. The irrigation system shall include, but not be limited to, all pipes, fittings, sprinklers, valves, automatic control valves, controllers, valve boxes, drain valves, hose bibb valves, operating wrenches, riser assemblies, direct burial wires, electrical connections, wiring and other appurtenances, piping, connections, testing, cleanup, maintenance and adjustments necessary for a complete operating system, ready for immediate use upon completion. Minor items necessary for proper construction and functional operation of this system, not specifically described on the plans or in the Contract Documents, shall be included as a part of the work of this Seaton. D. Landscaping as referred to herein shall include, but not be limited to the following work: soil preparation, instatiation of headers, weed control, finish grading, furnishing and installing plant materials, tree staking and tying, cleanup, guarantee. 1.2 RELATED WORK SPECIFIED ELSEWHERE A. Project Specifications B. SSPWC Section 212 C. SSPWC Section 308 1.3 CONTRACTOR SUBMITTALS Submittals shall be made in accordance with the SSPWC and the project specifications. A. General: The Contractor shall furnish a certificate with each delivery or bulk material delivery, stating source, quantity, and type of material. All materials shall conform to specification requirements. All certificates shall be delivered to OWNER at the time of each delivery. All bulk delivered materials shall be delivered with level load volume plainly marked on the truck bed. B. Topsoil Report: Topsoil report as well as literature on fertilizers, peat, mulch, "Silva -fiber" and seed mixes, shall be submitted to OWNER as specified. C. Certificates of Inspection: Certificates of inspection of plant material, as may be required by Federal, State, or other authorities having jurisdiction, shall be furnished to OWNER and accompany the shipment. D. Certified Report on Topsoil Anal is: The Contractor shall submit for approval by OWNER a certified report by an approved analytical laboratory showing analyses of representative samples of topsoil proposed for use. The topsoil shall not be delivered to the site until approval is received EXHIBIT 1, Page 2 of 9 BCCC LANDSCAPING 0 0 from OWNER. Approval of the laboratory report does not constitute final acceptance. Topsoil shall be subject to rejection by the OWNER on or after delivery if it is found not to meet the requirements of the Specifications or does not conform to the laboratory test results. 1.4 QUALITY ASSURANCE A. General: All plants furnished by the Contractor shall be true to type or name as shown in the Contract Documents and shall be tagged in accordance with the standard practice recommended by the Agricultural Code of the State of California; however, determination of plant species or variety will be made by OWNER B. All plants shall comply with Federal and State laws requiring inspection for plant diseases and infestations. Inspection certificates required by law shall accompany each shipment of plants, and certificates shall be delivered to OWNER. C. The Contractor shall obtain clearance from the County Agricultural Commissioner, as required by law, before planting plants delivered from outside the County in which they are to be planted. Evidence that such clearance has been obtained shall be filed with OWNER. D. All inspections herein specked will be made by OWNER. The Contractor shall request inspection at least 24 hours in advance of the time inspection is required. Inspection will be required on the following stages of the WORK: 1. Prior to removals of the existing landscaping and turf. 2. During preliminary grading, soil preparation, and initial weeding. 3. When trees are spotted for planting, but before planting holes have been excavated. 4. When finish grading has been completed. 5. When all specified work, except the maintenance period, has been completed. E. Plants shall be subject to inspection and approval or rejection by OWNER at place of growth and upon delivery to site at any time before or during progress of the work based on: 1. Quantity, quality, size, and variety; 2. Ball and root condition; and 3. Latent defects and injuries resulting from handling, disease, and insects. F. Plants approved at pre - planting inspection shall still be subject to rejection during planting if found not to be in compliance with the Specifications. G. Rejected plants shall be identified in an obvious manner, removed from the site and replaced with acceptable equals. H. Plants shall have been grown in nurseries, which have been inspected by the governing authorities. Inspection of plant materials required by OWNER shall be the responsibility of the Contractor, who shall have, if required, secured permits or certificates prior to delivery of plants to site. EXHIBIT 1, Page 3 of 9 BCCC LANDSCAPING 0 0 I. In the event of conflict between the requirements of these Special Provisions, the Project Specifications and the SSPWC, the document highest in precedence shall control. The precedence shall be: 1. Appendix B — Landscaping Special Provisions. 2. Project Specifications. 3. SSPWC. 1.5 CLEANUP A. Upon completion of all planting operations, the portion of the project site used for work or storage area by the Contractor shall be cleaned of all debris, superfluous materials, and equipment. All such materials and equipment shall be entirely removed from the project site. Cleaning shall be done in a manner that will not result in any discharge of contaminated materials into any catch basin. B. All walks or pavement shall be swept or washed clean upon completion of WORK. C. During the entire Contract period, plant containers that have been cut or removed from plant materials shall be removed from the project site daily. 1.6 MAINTENANCE OF LANDSCAPING PLANTING PRIOR TO ACCEPTANCE OF PROJECT A. General: The Contractor shall be responsible for protecting and watering all planting until final acceptance of all work under the contract. B. Watering: Trees and shrubs shall be thoroughly soaked after planting and provided with additional water at intervals as necessary to provide for good health and growth of the planting. C. Upon completion of sodding, the entire area shall be soaked to saturation by a fine spray. The new planting shall be kept moist during dry weather or whenever necessary for proper establishment of the lawn. Care shall be taken to avoid excessive washing or puddling on the surface and any such damage caused thereby shall be repaired by the Contractor at its own expense. D. Protection: The Contractor shall provide adequate protection to all newly sodded areas including the installation of temporary fences approved by OWNER to prevent trespassing and damage, as well as erosion control, until final inspection. E. The Contractor shall replace any materials or equipment it has damaged or which have been damaged by its employees or Subcontractors. F. Partial utilization of the project by OWNER, OCSD or the City shall not relieve the Contractor of any of the requirements contained in the Contract Documents. G. Any sprinkler lines broken or disrupted by the Contractor shall be immediately repaired to proper working order, or replaced and to the satisfaction of the OWNER. 1.7 FINAL INSPECTION AND GUARANTEE A. Final inspection of all lawns and plantings will be made at conclusion of the contract WORK and must be actable to both the City and the OWNER.. EXHIBIT 1, Page 4 of 9 BCCC LANDSCAPING a • B. Written notice requesting final inspection shall be submitted to the City and the OWNER at least 10 days prior to the anticipated inspection date. C. Final acceptance of the Work will be accepted upon written approval by the City and the OWNER, on the satisfactory completion of all Work, but exclusive of the replacement of plant material. D. Plants used for replacement shall be of the same size and variety specked in the plant list. Plants shall be furnished, planted, staked, and mulched as specified. PART 2- PRODUCTS 2.1 GENERAL A. All landscaping materials for soil conditioning, weed abatement, or planting shall be first - grade, commercial quality and shall have certificates indicating the source of material, analysis, quantity, or weight attached to each sack or container or provided with each delivery. Delivery certificates shall be given to OWNER as each shipment of material is delivered. A list of the materials used, together with typical certificates of each material, shall be submitted to OWNER prior to the final acceptance of the job. 2.2 TERMINOLOGY AND QUALIFICATIONS A. Plants or plant material having characteristics not conforming to terms as defined will not be accepted. The terms "plant material' or "plants" refer to all vegetation, whether trees, shrubs, ground cover, or herbaceous vegetation. B. Quality refers to structure and form, as evidenced by density and number of canes and branches, compactness, symmetry, and general development without consideration of size or condition. Standard quality indicates the least acceptable quality. Plants shall be typical of the species and variety of good average uniform growth, shall be well formed and uniformly branched, and shall have the minimum number of canes specified, free from irregularities, or shall conform to minimum quality index. Where the number of canes is not specifically stated in describing this grade, the standards of the "Horticultural Standards" as adopted by the American Association of Nurserymen, shall apply. In this case, the number of canes and other factors for the appropriate classification under "quality definition" in the Horticultural Standards shall be the Quality index. Plant material below this standard will be considered "culls" and are not acceptable. Plants shall be nursery grown. C. Specimen means an exceptionally heavy, symmetrical, tightly -knit plant, so trained or favored in its development and appearance as to be outstanding, superior in form, number of branches, compactness, and symmetry. D. Size is the factor controlled by dimensions representing height or spread, or both, without consideration of quality or conditions. For standard quality, a dimension is given for height or container size, or a dimension is given for height as well as container size. E. Height is usually indicated with a tolerance. The smaller dimension is the minimum acceptable. The larger dimension represents the maximum permissible. The average dimension of all plants must equal the average of the tolerance figures shown on each item. F. Condition is the factor controlled by vitality and ability to survive and thrive and be comparable with normal plants of the same species and variety in the vicinity, at the same season of the year. In addition, plants shall be free from physical damage or adverse conditions that would prevent thriving. Conditions also sometimes refer to state of growth, i.e., whether "dormant EXHIBIT 1, Page 5 of 9 BCCC LANDSCAPING condition" or "growing condition" and this state shall be comparable to plants of similar species in the vicinity or leaves, formation of buds, and the like. G. Cane means a primary stem which starts from the ground, or close to the ground, at a point not higher than 1/4 the height of the plant. H. Caliber shall be taken 12 inches above the finish grade or ground, as a guide, or where a dimension in trunk appears to form the head of the tree. I. Foliage line is maximum dimension in case of specimen plants. It measures from ground to lowest part of body of plant. J. Collected plants shall not be used 2.3 PLANT MATERIALS A. Plants shall meet requirements of the Contract Documents and the OWNER and shall be in accordance with the botanical names and applicable standards of quality, size, condition, and type. They shall be true to name, genera, species, and variety in accordance with reference publications. B. Plant names are defined in "Standardized Plant Names" and "Bailey's Encyclopedia of Horticulture ". When a name is not found in either reference, the accepted name used in the nursery trade shall apply. 2.4 SOD GRASS A. Sod shall contain at least 85 percent permanent grass suitable to the climate in which it is to be placed; not more than 25 percent nursing grass; not more than 10 percent weed and undesirable grasses, and shall be of good texture, free from obnoxious roots, stones and foreign materials. The sod shall be cut in 16 -inch squares, 16 -inch wide strips, 4 -ft wide strips or 4 -ft wide squares, uniformly 1-1/2-inches thick with clean cut edges. B. Sod varieties will be site specific as follows: a. Fairway sod: Tifway 11 Hybrid Bermudagrass b. Rough sod: Bulls eye Bermuda grass c. Greens sod: A-4 Bentgrass. C. The Contractor will be required to coordinate placement of sod and its location with OWNER prior to beginning of any sod replacement. 2.5 MISCELLANEOUS MATERIALS A. Bunker sand shall be Augusta White from Valley Rock and Sand. PART 3 - EXECUTION 3.1 GENERAL A. The landscape work shall not be performed at any time when it may be subject to damage by climatic conditions. EXHIBIT 1, Page 6 of 9 BCCC LANDSCAPING • i B. The Contractor shall verify all dimensions. Any discrepancies or inconsistencies discovered on the plans shall be brought to the attention of the City and OWNER. Dimensions and plant locations shall be coordinated with the OWNER and final location shall be site - oriented by the planter and OWNER. C. In case of conflict between the plant list totals and total plant count of the Contract Documents, the Contractor shall provide the higher number of plants. D. The Contractor shall provide temporary fencing, barricades, covering, or other protections to preserve existing landscaping items indicated to remain and to protect the adjacent properties and other structures when they may be damaged by the landscape work. E. The Contractor shall remove and/or relocate landscape items such as trees, shrubs, grass, other vegetation, improvements, and obstructions as shown on Drawings or otherwise specified. It shall be the responsibility of the Contractor to avail itself of any information regarding utilities, which are in the area of work and to prevent damage to the same. The Contractor shall provide protection to the utilities as necessary. G. The Contractor shall provide protection to structures, sidewalks, pavements, and other facilities in areas of work, which are subject to damage during landscape work. Open excavations shall be provided with barricades and warning lights, which conform to the requirements of governing authorities and the State's OSHA safety requirements. H. Planting areas include all areas to be landscaped unless specified or shown otherwise. 3.2 SOIL PREPARATION A. The landscape work shall not begin until all other trades have repaired all areas of settlement, erosion, rutting, etc., and the soils have been re- established, recompacted, and refinished to finish grades, to OWNER approval. B. Areas requiring grading by the landscaper including adjacent transition areas shall be uniformly level or sloping between finish elevations to within 0.10 -ft above or below required finish elevations. C. The landscape work shall not proceed unfit after walks, curbs, paving, edging, and irrigation systems are in place. The contract operations shall be completed to a point where the landscape areas will not be disturbed. The subgrade shall be cleaned free of all waste. D. During grading waste materials in the planting areas such as weeds, rocks (2- inches and larger) building materials, rubble, wires, cans, glass, lumber, sticks, etc., shall be removed from the site. Weeds shall be dug out by the roots. E. Fertilizers, additives, seed, peat, etc. subject to moisture damage shall be kept in a weatherproof storage place in such a manner that they will be kept dry. F. After removal of waste materials, the planting area subgrade shall be scared and pulverized to a depth of not less than 6 inches and all surface irregularities below the cover of topsoil removed. G. Finish grading shall consist of: 1. Final contouring of the planting areas. EXHIBIT 1, Page 7 of 9 BCCC LANDSCAPING 1 2. Placing 4 inch of topsoil over all areas to be planted unless shown or specified otherwise. 3. Placing all soil additives and fertilizers. 4. Minor adjustment of finish grades as required. 5. Removing waste materials such as stones, roots, or other undesirable foreign material and raking, disking, dragging, and smoothing soil ready for planting. H. Any unusual subsoil condition that will require special treatment shall be reported to the City and OWNER. I. Surface drainage shall be provided by molding the surfaces to facilitate the natural run -off of water. Low spots and pockets shall be filled with topsoil and graded to drain properly. J. Finish grade of all planting areas shall be 1 -1/2- inches below finish grades of adjacent pavement of any kind. 3.3 DELIVERY, STORAGE, AND HANDLING OF PLANT MATERIAL A. Plant material shall be planted on the day of delivery if possible. The Contractor shall protect the stock in a temporary nursery at the project site where it shall be protected from sun and drying winds and shall be shaded, kept moist, and protected with damp soil, moss, or other acceptable material. Plants shall be planted within 24 hours after delivery. 3.4 SODDING A. Grass sod shall be provided by the Contractor and shall be placed in the location as coordinated with OWNER. The Contract Price for Remove and Replace Existing Landscaping in Kind is based on the work area allowed on the Plans and NO additional compensation will be allowed for areas requiring grass sod disturbed by the Contractor. B. The soil shall be prepared and fertilized before grass sodding. The Contractor shall prepare only enough ground that can be planted within 24 hours thereafter. C. Soil preparation shall consist of the following: 1. Preparation of sub -grade grading shall be per "Part 3 -- Execution" in Paragraphs entitled "General" and "Soil Preparation ", herein. 2. Finish grading shall be per "Part 3 -- Execution" in Paragraph entitled "Soil Preparation ", herein. Topsoil required at areas to be sodded shall be 1- 1 /2- inches. The soil additives and fertilizer for finish grading shall consist of mulch at 5 cu yd /1000 sq ft and commercial fertilizer at 20 Ib /1000 sq ft. D. Grass sod shall be cut and laid on site the same day. E. The grass sod shall be placed over leveled, compacted, and prepared finish graded soil. The topsoil and sub -base shall be moist enough to resist shifting. F. Grass sod on slopes should be staked down by pegging (driving) a wooden peg through the sod. Wire stakes shall not be used for pegging sod. G. Grass sod shall always be laid across slopes. EXHIBIT 1, Page 8 of 9 BCCC LANDSCAPING • 1 i H. Alt new grass sod shalt be rolled or firmly but lightly, tamped with a suitable wooden or metal tamper, sufficiently to set or press grass sod into underlying soil. I. After grass sodding has been completed, the grass sodded area shall be cleaned up and, thoroughly moistened by sprinklers. f R!#♦ EXHIBIT 1, Page 9 of 9 BCCC LANDSCAPING RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Name Board Secretary AddressORANGE COUNTY SANITATION DISTRICT City & P.O. Box 8127 State Fountain Valley, CA 92728 GRANT OF EASEMENT, RIGHT OF ENTRY, MAINTENANCE AND INDEMNITY AGREEMENT This Grant of Easement and Right of Entry Agreement (this "Agreement ") is entered into on the date shown below between the Big Canyon County Club, a California non - profit mutual benefit corporation, hereinafter referred to as "Grantor" and the Orange County Sanitation District, a municipal corporation, hereinafter referred to as "Grantee ". RECITALS Grantor is the owner of record of that certain real property known as Big Canyon County Club located in the City of Newport Beach, County of Orange, State of California, shown in Exhibit 1" attached hereto and made a part hereof (the "Property "); and Grantor and Grantee desire to enter into an agreement whereby Grantee shall have the right to , use, operate, inspect, maintain, repair and replace a sanitary sewer line within the area (the "Easement Area ") of the Property described on Exhibit "2" and depicted on Exhibit "3" attached hereto and made a part hereof. AGREEMENT Therefore, Grantor and Grantee hereby agree as follows: I. THE EASEMENT Grantor grants to Grantee a non - exclusive easement over and through the Easement Area for sanitary sewer use, operation, inspection, maintenance, repair and replacement purposes, subject to all of the terms and conditions of the Agreement. EXHIBIT B This grant of easement is subject to any and all existing encumbrances and claims which may affect the Easement Area. Provided, however, Grantor shall cause the lien and charge of any deed of trust that presently encumbers the Property to be subordinated to the rights of Grantee under the terms of this Easement, which subordination may be attached hereto. Nothing contained herein, or in any document related hereto, shall be construed to imply the conveyance to the Grantee of rights in the Easement Area which exceed those owned by Grantor. Grantor makes no representation or warranty, either express or implied, relating to the condition of the Easement Area. Except in the event of an Emergency Condition as described below, before Grantee shall have the right to enter upon the Property to engage in repair, maintenance, inspection or replacement activities with respect to the pipeline located in the Easement Area, Grantee shall give Grantor not less than ten (10) days written notice ( "Entry Request ") of Grantee's desire to enter upon the Property specifying in detail the date or dates upon which such entry is desired, the nature and extent of the work to be undertaken by Grantee with respect to such entry and the proposed plan to restore the Property to its condition prior to the entry. Subsequent to such notice and prior to such entry, Grantee shall meet and confer with Grantor to discuss the details of the Entry Request. Grantor may request such modifications or additions to the Entry Request, including but not limited to the point or points of access, as Grantor believes reasonably necessary to minimize disruption to Grantor's use of the Property and to ensure prompt restoration of the Property to its condition prior to the entry. Grantee shall make such modifications or additions requested by Grantor to the Entry Request as : (1) are consistent with the objectives of the work to be undertaken by Grantee; and (2) will not unduly delay nor unreasonably increase the cost of the work to be undertaken by Grantee. Any such restoration shall be at the sole cost and expense of Grantee, provided, however, improvements other than landscaping and irrigation and cart paths placed in the Easement Area by Grantor without the written consent of Grantee shall be restored at Grantor's expense. Grantee acknowledges that dates Grantor's golf course is closed for play are the preferred dates for routine repair, maintenance and inspections to occur. Notwithstanding the provisions of the preceding paragraph, if an Emergency Condition (defined below) shall exist, Grantee shall have the right to enter upon the Property for the purpose of inspecting, maintaining, repairing or replacing all or portions of the sanitary sewer without fully complying with the process described in the preceding paragraph. An "Emergency Condition" shall be deemed to exist if (i) Grantee's sanitary sewer shall have been damaged or otherwise malfunctions to such an extent that the health or safety of the public is, or could be, endangered or (ii) the sanitary sewer shall have been damaged or otherwise malfunctions to such an extent that the delay which would be caused by compliance with the preceding paragraph would result in a substantial increase in risk to human health or safety, environmental damage or costs to repair such damage to the sewer line or malfunction. In such circumstances, 2 0 0 Grantee shall give Grantor notice and coordinate its work with Grantor to the maximum extent reasonably practicable. In any event, following such entry, Grantee, at its sole cost and expense, shall promptly restore the Property to its condition prior to such entry. Grantor hereby reserves for itself such surface and subsurface rights in the Easement Area as needed to use, maintain, repair, reconstruct, replace, improve or enlarge Grantor's facilities located on the Property, or the facilities of others necessary or appropriate to serve Grantor's facilities, provided such actions do not interfere with Grantee's use of the easement. Grantee acknowledges that the surface of the Easement Area is presently improved with a golf course, practice range and other improvements and those improvements are acceptable to Grantee under the terms of this easement. Grantor shall refrain from subsequent activities, and refrain from installation of subsequent facilities and encumbrances that could interfere with Grantee's use of the Easement Area including, but not limited to, excavations, fill over five (5) feet, ponds, streams, walls, fences and other above ground structures (excluding cart paths). Upon mutual agreement, Grantor and Grantee may agree to modify the location of the Easement Area. Grantee's use of the Easement Area will be at its sole risk. Grantor will not be liable or responsible for the personal injury or death of any person, or damage to property of any person, including that of Grantee or any of its employees, contractors, subcontractors, material suppliers, or the invitees of any of them, as a result of the Grantee's exercise of any rights regarding the Easement Area or Grantee's use of the Easement Area or the Property, except that Grantor agrees to indemnify and hold Grantee and its officers, employees, directors, agents, successors and assigns harmless from and against any and all liability, claims, damages, losses and demands, including attorneys fees and related litigation costs, whether resulting from court action or otherwise, arising out of the negligent acts, errors or omissions or intentional misconduct of Grantor, its officers, contractors, subcontractors, material suppliers, employees or agentsin Grantor's use of the Property or Easement Area except for such liability, claims, damages, losses or demands to the extent arising out of the negligence or intentional act of Grantee, it employees, contractors, successor or assigns. Grantee agrees to indemnify and hold Grantor and its officers, employees, directors, shareholders, agents, successors and assigns harmless from and against any and all liability, claims, damages, losses and demands, including attorneys fees and related litigation costs, whether resulting from court action or otherwise, arising out of the negligent acts, errors or omissions or intentional misconduct of Grantee, its officers, contractors, subcontractors, material suppliers, employees or agents in Grantee's entry onto the Property, or Grantee's use of the Easement Area, or Grantee's access thereto except for such liability, claims, damages, losses or demands to the extent arising out of the negligence or intentional act of Grantor, its employees, successor or assigns. 3 0 0 11. GENERAL PROVISIONS None of the terms of this Agreement shall effect or modify the terms and conditions of Grantee's existing easements upon the Property while such existing easement is in effect. This Agreement shall continue in full force and effect and shall be binding upon and inure to the benefit of the Grantor and Grantor's successors and assigns and of Grantee and Grantee's successors and assigns. Except upon order of a court of competent jurisdiction for termination of this Agreement, the amendment, abandonment, or termination of this Agreement or the Easement must be in writing, signed, and acknowledged by the Grantor and Grantee, and duly recorded in the Official Records of the County Recorder of the County of Orange, State of California. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action relating to or arising out of this Agreement shall be brought in the County of Orange, California. Any amendment or modification of this Agreement or the Easement must be in writing, signed, and acknowledged by the Grantor and Grantee, and duly recorded in the Official Records of the County Recorder of the County of Orange, State of California. This Agreement (including the attached Exhibits) contains the entire agreement between Grantor and Grantee regarding the Easement Area, including all representations and warranties between them. Any waiver of a provision of this Agreement by a party must be in writing. The failure of any party to (i) observe a provision of this Agreement; (ii) insist upon strict performance of a provision of this Agreement; or (iii) exercise any remedy, privilege, or election of that party, will not be considered as a waiver of (a) that provision in the future or (b) the right to duly enforce the Agreement or to exercise any privilege, election, or remedy if there is a later breach of the same or of any other provision in this Agreement. No waiver of any provision of this Agreement will be considered to be a waiver of any other provision, whether or not similar, nor as any continuing or succeeding waiver of that provision. Notices relating to this Agreement must be in writing and sent to the addresses set forth below. A party may change its address for notices by giving notice as required by this Section. A written notice will be considered given (i) when personally delivered, (ii) two business days after deposit in the United States Mail as first class mail, certified or registered, return receipt requested, with postage prepaid, (iii) one business day after deposit with a reputable overnight delivery service for next business day delivery, or (iv) on the business day of successful transmission by electronic facsimile. The parties' addresses for notices are as follows: V. To Grantor: To Grantee: 0 Big Canyon Country Club Attn.: General Manager One Big Canyon Drive Newport Beach, CA 92660 -5299 Orange County Sanitation District Attn.: General Manager P.O. Box 8127 Fountain Valley, CA 92728 -8127 0 Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective party. EXECUTED IN THE County of Orange, State of California, as of the _ day of , 2006. BIG CANYON COUNTRY CLUB ORANGE COUNTY SANITATION DISTRICT By: By: Name: James Ruth, General Manager Title: ATTEST: By: By: Name: Penny Kyle, Board Secretary Title: APPROVED AS TO FORM BRADLEY R. HOGIN, GENERAL COUNSEL By: David E. Kendig 5 0 0 EXHIBIT "j" THOSE PORTIONS OF BLOCKS 55, 56, 92, AND 93 OF IRVINE'S SUBDIVISION AS PER MAP FILED IN BOOK 1, PAGE 88 OF MISCELLANEOUS RECORD MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL 1: BEGINNING AT A POINT IN THE EASTERLY LINE OF LOT B AS SHOWN ON A MAP OF TRACT NO. 7223 FILED IN BOOK 274, PAGES 7 THROUGH 18, MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER, SAID POINT BEING ON A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 265.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 420 OS' 12" WEST, SAID POINT BEING THE MOST NORTHERLY CORNER OF THAT CERTAIN PARCEL SHOWN ON A MAP FILED IN BOOK 41, PAGE 40, PARCEL MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG THE NORTHEASTERLY LINE OF SAID PARCEL THE FOLLOWING COURSES: SOUTH 410 46' 11" EAST 41.00 FEET; SOUTH 220 12' 88" EAST 304.53 FEET; SOUTH 130 21' 08" EAST 264.14 FEET; SOUTH 340 23' 29" EAST 180.57 FEET; SOUTH 660 42' 52" EAST 642.25 FEET; THENCE NORTH 830 09'56" EAST 153.66 FEET; THENCE NORTH 450 47' 15" EAST 59.21 FEET; THENCE NORTH 660 22' 33" EAST 175.59 FEET; THENCE NORTH 530 08' 56" EAST 722.44 FEET TO A POINT ON THE NORTHWESTERLY LINE OF MAC ARTHUR BOULEVARD AS DESCRIBED IN A DEED RECORDED IN BOOK 1047, PAGE 557, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 300 10'58" EAST 599.49 FEET ALONG SAID LINE TO A POINT ON A PION- TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2750.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 650 59'42" EAST; THENCE LEAVING SAID LINE NORTHERLY 1570.89 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 320 43' 45 "; THENCE NON - TANGENT NORTH 210 35' 52" WEST 565.62 FEET; THENCE NORTH 140 02' 47" WEST 718.36 FEET; THENCE NORTH 500 38' 54" WEST 380.66 FEET; THENCE NORTH 700 12' 33" WEST 105.76 FEET TO A POINT ON THE SOUTHERLY LINE OF FORD ROAD AS DESCRIBED It[ A DEED RECORDED IN BOOK 7591, PAGE 7, SAID OFFICIAL RECORDS, SAID POINT BEING ON A CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1454.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 20 50'40" EAST; THENCE WESTERLY 44.50 FEET ALONG SAID CURVE AND LINE THROUGH AN ANGLE OF 10 45' 12 "; THENCE LEAVING SAID LINE SOUTH 230 48'37" WEST 404.35 FEET; THENCE NORTH 610 31'40" WEST 123.63 FEET; THENCE NORTH 730 13' 31" WEST 218.29 FEET; THENCE NORTH 490 50'38" WEST 167.48 FEET; THENCE NORTH 440 27' 22" WEST 446.91 FEET; THENCE NORTH 220 50'01" EAST 97.24 FEET" TO THE SOUTHERLY LINE OF SAID FORD ROAD; THENCE NORTH 600 13'00" WEST 45.29 FEET ALONG SAID LINE TO THE BEGINNING OF A CURVE THEREIN CONCAVE SOUTHERLY HAVING A RADIUS OF 1346.00 FEET; THENCE WESTERLY 503.12 FEET ALONG SAID CURVE AND SOUTHERLY LINE THROUGH AN ANGLE OF 210 25'00"; THENCE NORTH 810 38'00" WEST 160.85 FEET ALONG SAID LINE; THENCE LEAVING SAID LINE SOUTH 220 54' 13" WEST 100.31 FEET; THENCE SOUTH 730 57' 49" WEST 148.07 FEET; THENCE NORTH 750 57' 05" WEST 149.08 FEET; THENCE NORTH 700 03'58" WEST 405.37 FEET; THENCE NORTH 430 56' 56" WEST 154.18 FEET; THENCE NORTH 750 12'25" WEST 126.07 FEET; THENCE SOUTH 770 59'40" WEST 41.02 FEET; THENCE SOUTH 510 18' 34" WEST 81.16 FEET; THENCE SOUTH 450 54'24" WEST 182.94 FEET; THENCE SOUTH 320 41' 39" WEST 291.47 FEET; THENCE NORTH 840 54' 13" WEST 165.72 FEET TO THE SOUTHEASTERLY LINE OF JAMBOREE ROAD AS DESCRIBED IN A DEED RECORDED IN BOOK 7964, PAGE 631, SAID OFFICIAL RECORDS; THENCE SOUTH 270 19' 08" WEST 329.59 FEET ALONG SAID LINE TO AN ANGLE POINT IN THE BOUNDARY OF TRACT NO. 7788, AS PER MAP FILED IN BOOK 301, PAGES 10 THROUGH 14, SAID MISCELLANEOUS MAPS; THENCE ALONG SAID BOUNDARY THE FOLLOWING COURSES; NORTH 710 08' 32" EAST 43.28 FEET; SOUTH 650 00'46" EAST 196.98 FEET; SOUTH 180 28' 02" EAST 76.05 FEET, SOUTH 20 52'31" WEST 101.52 FEET; SOUTH 79.48 FEET; SOUTH 30 0608" WEST 166.24 FEET; SOUTH 700 58'49" WEST 30.68 FEET; SOUTH 00 54'53" WEST 90.53 FEET; SOUTH 360 38' 14" WEST 11.27 FEET; WESTERLY 53.64 FEET ALONG A CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 35.00 FEET FROM A TANGENT THAT BEARS SOUTH 530 21'46" EAST THROUGH AN ANGLE OF 870 48'37"; THENCE LEAVING SAID BOUNDARY NORTH 380 49'37" EAST 27.53 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 370.00 FEET; THENCE NORTHEASTERLY 123.24 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 190 04' 07 "; THENCE NORTH 190 45' 30" EAST 80.16 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 430.00 FEET; THENCE NORTHEASTERLY 487.72 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 640 59' 10 "; THENCE NORTH 840 44140" EAST 81.34 FEET; THENCE NORTH 50 15' 20" WEST 44.84 FEET; THENCE NORTH 310 09'47" WEST 118.85 FEET; THENCE NORTH 120 09' 12" WEST 53.20 FEET; THENCE NORTH 160 36' 54" EAST 132.53 FEET; THENCE NORTH 680 34' 17" EAST 99.91 FEET; THENCE NORTH 780 4514111 EAST 125.71 FEET; THENCE SOUTH 790 30'31" EAST 54.92 FEET; THENCE SOUTH 500 44'50" EAST 497.83 FEET; THENCE SOUTH 50 41'02" FEET WEST 18.12 FEET TO A POINT ON A NON - TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 616.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 50 41'02" EAST; THENCE SOUTHEASTERLY 536.64 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 490 54' 51 "; THENCE SOUTH 340 24'07" EAST 60.77 FEET; THENCE NORTH 550 35'53" EAST 26.63 FEET; THENCE NORTH 370 07'3S" WEST 17.00 FEET; THENCE NORTH 220 29' 27" WEST 146.55 FEET; THENCE NORTH 010 53'47" WEST 58.63 FEET; THENCE NORTH 110 29' 45" WEST 91.20 FEET; THENCE NORTH 340 08' 33" WEST 42.45 FEET; THENCE NORTH 220 10'09" WEST 114.15 FEET; THENCE NORTH 550 51'27" EAST 147.50 FEET; THENCE SOUTH 680 27'04" EAST 120.21 FEET; THENCE SOUTH 340 08' 33" EAST 276.50 FEET; THENCE SOUTH 490 14' 54" EAST 186.13 FEET; THENCE SOUTH 410 57' 06" EAST 239.34 FEET; THENCE SOUTH 490 19' 14" EAST 103.84 FEET TO A POINT ON A NON - TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 150.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 380 20'43" EAST; THENCE NORTHEASTERLY 39.58 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 150 06' 59" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 50.00 FEET; THENCE NORTHEASTERLY 22.36 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 250 37'26" THENCE NON - TANGENT SOUTH 730 53' 57" EAST 129.50 FEET; THENCE SOUTH 670 14' 29" EAST 152.00 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 80.00 FEET; THENCE SOUTHEASTERLY 58.54 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 410 55' 38 "; THENCE NON - TANGENT SOUTH 250 13'44" EAST 106.00 FEET; THENCE SOUTH 230 05' 01" EAST 160.25 FEET; THENCE SOUTH 250 46' 28" EAST 85.71 FEET; THENCE SOUTH 250 43' 24" EAST 60.00 FEET; THENCE SOUTH 210 51'08" EAST 210.00 FEET; THENCE SOUTH 140 18' 45" EAST 96.00 FEET; THENCE NORTH 790 55'40" EAST 5.00 FEET TO AN ANGLE POINT IN THE BOUNDARY OF SAID TRACT NO. 7223, SAID POINT BEING ON A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 580.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 100 04'20" WEST; THENCE EASTERLY 224.96 FEET ALONG SAID CURVE AND BOUNDARY THROUGH AN ANGLE OF 220 13' 22" TO AN ANGLE POINT IN THE BOUNDARY OF TRACT NO. 7323 AS PER MAP FILED IN BOOK 277, PAGES'17 AND 18, SAID MISCELLANEOUS MAPS; THENCE ALONG THE BOUNDARY OF SAID TRACT'7323 THE FOLLOWING COURSE; NORTH 120 09' 02" EAST 37.01 FEET; NORTH 080 03' 33" WEST 283.31 FEET; NORTH 290 16' 21" WEST 296.54 FEET; NORTH 370 36' 37" EAST 245.77 FEET; SOUTH 630 46' 13" EAST 246.62 FEET; SOUTH 820 25'49" EAST 137.10 FEET, SOUTH 00 06' 45" EAST 132.81 FEET; SOUTH 250 37' 15" EAST 304.14 FEET; SOUTH 40 52' 21" WEST 132.81 FEET; SOUTH 70 06' 37" EAST 334.63 FEET; SOUTH 530 08' 46" WEST 86.48 FEET TO A POINT ON THE EASTERLY BOUNDARY OF SAID TRACT NO. 7223, SAID POINT BEING ON A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 680.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 530 08'46" EAST; THENCE ALONG SAID BOUNDARY THE FOLLOWING COURSES; SOUTHERLY 270.64 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 220 48' 14 "; SOUTH 140 03' DO" EAST 326.72 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 1470.00 FEET; SOUTHERLY 276.20 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 100 45' S5 "; SOUTH 240 48' 55" EAST 139.33 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 580.00 FEET; SOUTHERLY 618.52 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 610 06'03"; SOUTH 360 17' OB" WEST 362.43 FEETTO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 460.00 FEET; SOUTHWESTERLY 361.92 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 450 04'46" TO AN ANGLE POINT IN THE BOUNDARY OF TRACT NO. 7384 AS PER MAP FILED IN BOOK 2B1 PAGES 17, 18 AND 19, SAID MISCELLANEOUS MAPS, SAID POINT BEING THE BEGINNING OF A NON- TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 22.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 360 50' 34" WEST; THENCE ALONG THE BOUNDARY OF SAID TRACT NO. 7384 THE FOLLOWING COURSES: SOUTHWESTERLY 22.30 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 580 04' 11 "; SOUTH 40 54'45" EAST 8.19 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 144.50 FEET; SOUTHERLY 37.61 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 140 54'45", NON - TANGENT SOUTH 360 42' 15" EAST 80.57 FEET; SOUTH 90 18'26" EAST 26.88 FEET; SOUTH 110 57' 05" WEST 118.05 FEET; SOUTH 330 48' 03" WEST 36.77 FEET; SOUTH 720 42'08" WEST 56.43 FEET, SOUTH 430 07' 10" WEST 152.80 FEET; SOUTH 530 57' S7" WEST 53.31 FEET; SOUTH 590 14' 26" WEST 88.49 FEET; NORTH 880 18' 35" WEST 31.16 FEET; NORTH 760 08' 20" WEST 49.43 FEET; NORTH 69D 33' 41" WEST 70.07 FEET; SOUTH 560 3745" WEST 10.46 FEET; NORTH 650 39' 12" WEST 54.84 FEET; NORTH 710 24'46" WEST 47,33 FEET; SOUTH 230 46' 22" WEST 13.57 FEET; NORTH 660 13' 38" WEST 189.99 FEET; SOUTH 730 29' 14" WEST 23.33 FEET; NORTH 56D 56' 31" WEST 72.53 FEET; NORTH 460 09' 14" WEST 50.75 FEET; NORTH 520 42' 12" WEST 73.42 FEET; NORTH 00 35' 11" WEST 54.61 FEET; NORTH 100 28' 21" EAST 101.80 FEET; NORTH 160 35' 32" WEST 197.74 FEET; NORTH 600 34' 29" WEST 13.23 FEET; NORTH 240 36'48" WEST 88.16 FEET; NORTH 300 40' 19" WEST 83.09 FEETTO THE BEGINNING OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 119.50 FEET; NORTHERLY 67.41 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 320 19' 14"; NORTH 10 38' 55" EAST 0.20 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 22.00 FEET; NORTHWESTERLY 36.42 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 940 50' 40" NORTH 00 49' S3" WEST 2.15 FEET TO A POINT ON THE SOUTHERLY LINE OF LOT B, SAID TRACT NO. 7223, SAID POINT BEING ON A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 415.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 00 49'53" WEST; THENCE WESTERLY 291.74 FEET ALONG SAID CURVE AND 0 0 LINE THROUGH AN ANGLE OF 400 16'42" TO THE BEGINNING OF A COMPOUND CURVE THEREIN CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 269.00 FEET; THENCE SOUTHWESTERLY 4.76 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 10 01'46" TO THE POINT OF BEGINNING. PARCEL 2: BEGINNING AT THE SOUTHWESTERLY TERMINUS OF THAT CERTAIN COURSE IN THE NORTHWESTERLY LINE OF LOT B SHOWN AS "N 310 43'00" E 281.75" ON A MAP OF TRACT NO. 7223 FILED IN BOOK 274, PAGES 7 THROUGH 18, MISCELLANEOUS MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG THE BOUNDARY OF SAID TRACT THE FOLLOWING COURSES: NORTH 310 43' 00" EAST 281.75 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 304.15 FEET; NORTHEASTERLY 91.16 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 170 10'25"; NON - TANGENT; SOUTH 410 06,35" EAST 9.00 FEET TO A POINT ON A NON- TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 497.00 FEET, A RADIAL TO SAID POINT BEING NORTH 410 06' 35" WEST, NORTHEASTERLY 264.71 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 300 31' 00" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 333.00 FEET; EASTERLY 338.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 230 50'46"; SOUTH 760 44' 49" EAST 83.74 FEET; SOUTH 670 57'33" EAST 56.55 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 680.00 FEET; SOUTHEASTERLY 149.20 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 170 48' 35 "; SOUTH 300 08' 58" EAST 199.67 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 420.00 FEET; SOUTHEASTERLY 287.08 FEET ALONG SAID CURVE THROUGH ANGLE OF 390 09' 48 "; SOUTH 890 18' 46" EAST 250.26 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 400.00 FEET; NORTHEASTERLY 379.80 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 540 24'06"; NORTH 360 17'08" EAST 362.43 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 520.00 FEET; NORTH 346.19 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 380 08' 41 "; NON - TANGENT; SOUTH 810 07'27" WEST 100.69 FEET; SOUTH 730 03'34" WEST, 90.95 FEET; SOUTH 390 46'40" WEST 506.93 FEET; SOUTH 770 00'38" WEST 146.41 FEET; SOUTH 880 43' 38" WEST 131.30 FEET; NORTH 690 04' 01" WEST 102.86 FEET; NORTH 860 25'25" WEST 146.95 FEET; NORTH 450 23' 38" WEST 154.51 FEET,, NORTH 00 52' 51" WEST 130.01 FEET, NORTH 410 10" 07" EAST 164.06 FEET; NORTH 640 21'47" EAST 220.73 FEET; NORTH 460 58' 32" EAST 102.59 FEET; NORTH 420 13' 00" EAST 184.86 FEET TO A POINT ON A NON - TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 726.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 350 49'05" WEST, NORTHWESTERLY 88.77 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 70 00'21"; NORTH 470 10'34" WEST 136.60 FEETTO THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 174.00 FEET; WESTERLY 178.40 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 580 44'38" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 286.00 FEET, WESTERLY 110.64 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 220 09' 55 "; NON - TANGENT; SOUTH 600 20' 59" WEST 194.39 FEET, SOUTH 660 OF 14" WEST 112.98 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 200.00 FEET; SOUTHWESTERLY 123.88 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 350 29'20"; SOUTH 300 31'54" WEST 206.95 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 141.00 FEET; WESTERLY 192.25 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 780 07' 22 "; NORTH 710 20'44" WEST 108.50 FEET; NORTH 570 37'08" WEST 260.14 FEET, NORTH 400 46' 23" WEST 326.16 FEET, NORTH 240 11' 03" EAST 118.39 FEET TO THE SOUTHWEST CORNER OF PARCEL 1 AS SHOWN ON A MAP FILED IN BOOK 35, PAGE 5 OF PARCEL MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE NORTH 240 11'03" EAST 47.61 FEET ALONG THE BOUNDARY OF SAID PARCEL TO AN ANGLE POINT THEREIN; THENCE NORTH 670 0 ! 58'04" EAST 158.03 FEET ALONG SAID BOUNDARY AND THE BOUNDARY OF PARCEL 2 SAID PARCEL MAP TO THE MOST WESTERLY CORNER OF LOT 89, SAID TRACT NO. 7223; THENCE ALONG THE BOUNDARY OF SAID TRACT THE FOLLOWING COURSES AND DISTANCES: NORTH 390 20' 17" EAST 41.00 FEET; NORTH 460 46' 55" EAST 78.24 FEET; NORTH 550 22' 32" EAST 102.08 FEET; NORTH 510 15' 56" EAST 119.86 FEET; NORTH 520 42' 04" EAST 99.00 FEET; NORTH 570 55' 23" EAST" 113.00 FEET; NORTH 590 37'56" EAST 148.35 FEET; NORTH 570 00' 18" EAST 125.79 FEET; NORTH 660 12' 32" EAST 254.09 FEET; NORTH 4D0 21' 03" EAST 148.28 FEET; NORTH 290 27' 17" EAST 126.47 FEET; THENCE LEAVING SAID BOUNDARY SOUTH 790 55'40" WEST 212.86 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 680.00 FEET; THENCE WESTERLY 294.92 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 240 50' 59 "; THENCE NON - TANGENT SOUTH 330 40' 18" WEST 81.00 FEET; THENCE SOUTH 470 54'25" WEST 39.50 FEET; THENCE SOUTH 670 26'03" WEST 153.79 FEET; "THENCE SOUTH 720 19' 26" WEST 95.50 FEET; THENCE SOUTH 690 17' 29" WEST 87.67 FEET; THENCE SOUTH 680 11' 55" WEST 86.00 FEET; THENCE SOUTH 570 55' 57" WEST 167.75 FEET; THENCE SOUTH 510 53' 15" WEST 180.00 FEET, THENCE SOUTH 620 45' 48" WEST 131.00 FEET, THENCE SOUTH 850 28' 28" WEST 50.00 FEET; THENCE NORTH 610 25' 08" WEST 63.00 FEET; THENCE NORTH 570 45" 15" WEST 86.00 FEET; THENCE NORTH 290 01' 14" WEST 23.67 FEET; THENCE NORTH 150 42' 07" EAST 22.62 FEET; THENCE NORTH 120 58' 42" WEST 51.82 FEET; THENCE NORTH 430 13' 25" WEST 37.34 FEET; THENCE NORTH 520 14'06" WEST 8.70 FEET; THENCE NORTH 690 51'32" WEST 31.66 FEET; THENCE NORTH 60 10'53" WEST 51.30 FEET; THENCE NORTH 20 30' 18" EAST 49.51 FEET; THENCE NORTH 260 13' 26" EAST 36.33 FEET; THENCE NORTH 850 40' 51" EAST 33.69 FEET TO A POINT ON A NON- TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS 35.24 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 400 22' 51 "; THENCE NON-TANGENT NORTH 220 58' 46" WEST 27.00 FEET; THENCE NORTH 410 26' 35" WEST 147.00 FEET; THENCE NORTH 290 32'45" EAST 63.00 FEET; THENCE NORTH 40 15'42" EAST, 126.00 FEET; THENCE NORTH 380 16' 11" EAST 55.00 FEET; THENCE NORTH 100 35'29" EAST 4.14 FEET; THENCE NORTH 890 46' 03" WEST 45.00 FEET; THENCE NORTH 350 04' 32" WEST 60.34 FEET; THENCE SOUTH 820 38' 34" WEST 99.42 FEET, THENCE NORTH 570 28' 50" WEST 48.00 FEET; THENCE NORTH 400 02' 57" WEST 45.41 FEET; THENCE NORTH 550 45'53" WEST 43.90 FEET; THENCE NORTH 420 35'34" WEST 24.39 FEET; THENCE NORTH 310 53' 54" WEST 67.35 FEET; THENCE NORTH 300 39' 19" WEST 15.96 FEET; THENCE NORTH 370 52'06" WEST 56.81 FEET; THENCE NORTH 40 20'37" WEST 58.33 FEET; THENCE NORTH 90 51'41" EAST 16.42 FEET; THENCE NORTH 30 01' 22" EAST 87.65 FEET; THENCE NORTH 250 53'34" WEST 132.19 FEET; THENCE NORTH 300 40'54" WEST 96.14 FEET; THENCE NORTH 240 14'43" WEST 105.00 FEET; THENCE NORTH 200 30'48" WEST 88.87 FEET; THENCE SOUTH 840 44'40" WEST 299.93 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 370.00 FEET; THENCE SOUTHWESTERLY 419.66 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 640 59' 10 "; THENCE SOUTH 190 45' 30" WEST 80.16 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 430.00 FEET; THENCE SOUTHWESTERLY 62.29 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 80 18'01" TO AN ANGLE POINT IN THE BOUNDARY OF TRACT NO. 7519 AS PER MAP FILED IN BOOK 294, PAGES 1 THROUGH 4 OF SAID MISCELLANEOUS MAPS; THENCE ALONG THE BOUNDARY OF SAID TRACT THE FOLLOWING COURSES: SOUTH 300 20' 46" EAST 103.99 FEET; NORTH 830 07' 06" EAST 58.42 FEET, SOUTH 850 50' 46" EAST 179.47 FEET; SOUTH 470 14' 41" EAST 144.36 FEET; SOUTH 200 28' 21" EAST 153.00 FEET; SOUTH 00 37' 20" EAST 44.66 FEET; SOUTH 30 35'35" EAST 78.58 FEET; SOUTH 120 38'51" EAST 234.59 FEET; SOUTH 510 41'09" EAST 53.82 FEET; SOUTH 280 34'50" EAST 106.28 FEET; SOUTH 170 37' 15" EAST 79.46 FEET; SOUTH 30 04' 41" EAST 139.59 FEET; SOUTH 60 47'47" EAST 56.38 FEET; SOUTH 80 14' 58" WEST 107.92 FEET; SOUTH 220 01' 39" WEST 121.85 FEET; SOUTH 100 00'45" EAST 52.85 FEET, THENCE LEAVING SAID BOUNDARY SOUTH 860 15'25' EAST 259.97 FEET; THENCE SOUTH 50 37'20" EAST 192.23 FEET; THENCE SOUTH 320 02' 30" EAST 116.22 FEET; THENCE SOUTH 120 04'45" EAST 170.06 FEET; THENCE SOUTH 290 39' 52" EAST 436.40 FEET; THENCE SOUTH 590 04'58" EAST 111.33 FEET; THENCE SOUTH 220 01' 31" EAST 125.47 FEET; THENCE SOUTH 380 32' 17" EAST 52.14 FEET; THENCE SOUTH 470 14' 03" EAST 101.68 FEET, THENCE 0 0 SOUTH 20 56'31" EAST 58.82 FEET; THENCE SOUTH 240 38'40" WEST 99.94 FEET; THENCE SOUTH 540 06' 14" EAST 112.67 FEET; THENCE SOUTH 200 59' 07" EAST 98.12 FEET, THENCE SOUTH 40 19' 18" EAST 91.46 FEET; THENCE SOUTH 300 00' 00" WEST 177.29 FEET TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY LINES OF SAN JOAQUIN HILLS ROAD AS SHOWN ON THE MAP OF SAID TRACT NO. 7223, SAID POINT BEING ON A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 5921.60 FEET, A RADIAL TO SAID POINT BEARS SOUTH 490 18'56" WEST, SAID POINT ALSO BEING ON A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 115.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 470 20' 14" WEST, SAID POINT BEING AN ANGLE POINT IN THE BOUNDARY OF PARCEL H AS DESCRIBED IN A DEED TO THE BIG CANYON COMMUNITY ASSOCIATION RECORDED IN BOOK 9699, PAGE 982, OFFICIAL RECORDS OF SAID COUNTY; THENCE EASTERLY 189.14 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 940 14' 05" TO A POINT ON THE NORTHWESTERLY LINE OF SAID LOT B TRACT NO. 7223, SAID POINT BEING ON A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 553.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 510 55'08" EAST; THENCE NORTHEASTERLY 61.42 FEET ALONG SAID CURVE AND NORTHWESTERLY LINE THROUGH AN ANGLE OF 60 21' 52" TO THE PONT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION GRANTED TO JOHN F. AND ANN R. BISHOP, TRUSTEES BY DEED RECORDED NOVEMBER 10, 1995 AS INSTRUMENT NO. 19950501722 OF OFFICIAL RECORDS. PARCEL 3 AN EASEMENT FOR INGRESS AND EGRESS OVER BIG CANYON DRIVE, BEING MORE PARTICULARLY DESCRIBED AS LOTS B AND C, TRACT NO. 7223 AS PER MAP FILED IN BOOK 274, PAGES 7 THROUGH 18, MISCELLANEOUS MAPS IN THE OFFICE OF SAID COUNTY RECORDER, LOT B, TRACT NO. 7638, AS PER MAP FILED IN BOOK 306, PAGES 1 THROUGH 9, SAID MISCELLANEOUS MAPS, LOT D, TRACT NO. 7800, AS PER MAP FILED IN BOOK 304, PAGES 35 THROUGH 37, SAID MISCELLANEOUS MAPS, LOT E, TRACT NO. 7809, AS PER MAP FILED IN BOOK 304, PAGES 38 THROUGH 40, SAID MISCELLANEOUS MAPS, LOT F, TRACT NO. 7788, AS PER MAP FILED IN BOOK 301, PAGES 10 THROUGH 14, SAID MISCELLANEOUS MAPS AND LOT I, TRACT NO. 7519, AS PER MAP FILED IN BOOK 294, PAGES 1 THROUGH 4, SAID MISCELLANEOUS MAPS. PARCEL 4: A NON - EXCLUSIVE EASEMENT FOR PURPOSES OF LANDSCAPING AND MAINTAINING THE LANDSCAPING OF PARKWAYS OVER THOSE PORTIONS OF THE ABOVE DESCRIBED PARCEL 3, WHICH ABUT THE ABOVE DESCRIBED PARCEL 1 AND PARCEL 2. EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE PROPERTY CONVEYED HEREBY, TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR, DEVELOP, PRODUCE, EXTRACT AND TAKE THE SAME, SUBJECT TO THE EXPRESS LIMITATION THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION AND TAKING OF ANY OF SAID SUBSTANCES SHALL BE CARRIED ON AT LEVELS BELOW THE DEPTH OF FIVE HUNDRED (500) FEET FROM THE SURFACE OF SAID LAND BY MEANS OF WELLS, DERRICK AND /OR OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND, AND SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF ENTRY IN AND UPON THE SURFACE OF THE LAND HEREINABOVE DESCRIBED, AS RESERVED BY DEED RECORDED DECEMBER 30, 1974 IN BOOK 11314, PAGE 857 OF OFFICIAL RECORDS. APN: 442- 032 -53 and 442 - 032 -54 and 442 - 032 -57 and 442- 032 -58 and 442- 032 -59 and 442- 032-60 and 442 - 032 -69 _.. • - - -- - - - - -- I EXHIBIT "2" BEING A PORTION OF BLOCKS 56 AND 92 OF IRVINE'S SUBDMSION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1 A STRIP OF LAND 25 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE CENTERLINE OF MACARTHUR BOULEVARD, 100.00 FEET WIDE, AS PER MAP FILED IN BOOK 64, PAGES 8 TO 23, INCLUSIVE, OF RECORD OF SURVEY, SAID POINT BEING THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE SHOWN AS SOUTH 11 048'00" EAST 2052.88 FEET ON SAID MAP AND THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 2000.00 FEET- THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 16 025'00" AN ARC DISTANCE OF 573.05 FEET TO A POINT ON SAID CURVE, A RADIAL TO SAID POINT BEARS SOUTH 85-23'00-BAST; THENCE SOUTH 78 °57'33" WEST 159.92 FEET TO THE WESTERLY LINE OF MACARTHUR BOULEVARD, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING: THENCE CONTINUING SOUTH 78 057'33" WEST 64.43 FEET, THENCE SOUTH 88°56'58" WEST 169.81 FEET; THENCE NORTH 75 °00'46" WEST 277.24 FEET; THENCE NORTH 89 °41'06" WEST 71.30 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT'A'; THENCE CONTINUING NORTH 89 °41'06" WEST 355.02 FEET; THENCE SOUTH 61 °34'39" WEST 317.50 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT'B'; THENCE CONTINUING SOUTH 61 °34'39" WEST 65.31; THENCE SOUTH 36 °41'14" WEST 428.69 FEET; THENCE SOUTH 67°33'02" WEST 440.39 FEET; THENCE NORTH 66°36'29" WEST 254.04 FEET; THENCE NORTH 65-53'17- WEST 269.98 FEET; THENCE NORTH 86 °42'03" WEST 439.65 FEET; THENCE NORTH 27°57'51" WEST 352.95 FEET, THENCE NORTH 56 °10'23" WEST 340.61 FEET; THENCE NORTH 02-19'15- EAST 397.21 FEET; THENCE NORTH 19°04'03" 414.98 FEET, THENCE NORTH 21 055'44" WEST 197.97 FEET; THENCE NORTH 21. 32'48" WEST 427.34 FEET; THENCE NORTH 38 °04'36" WEST 403.20 FEET; THENCE NORTH 26 °55'06" WEST 301.58 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT 'C'; THENCE CONTINUING NORTH 26 °55'06" WEST 25.06 FEET; THENCE NORTH 38 015'23" WEST 35.55 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT'D'; THENCE CONTINUING NORTH 38 °15'23" WEST 328.01 FEET, THENCE NORTH 83 °05'1 I" WEST 33.00 FEET TO THE POINT OF TERMINATION OF PARCEL 1. EXCEPTING THEREFROM THAT PORTION LYING BETWEEN HRRTINREFORE DESCRIBED POINTS 'A' THROUGH'B' AND'C' THROUGH'D'. WTVSSON & SOCIATES Civil Engineers — Land Surveyors - Planners 2552 White Road, Suite B Irvine, CA 92614 -6236 949 -660 -0110 Fax:949- 660 -0418 OCSD PROJECT 5-62 BIG CANYON TRUNK SEWER REPLACEMENT MARCH 2006 W.O. No. 1140 -369 -001 Date: 02/17/2006 Engr.B.JW. Chk'd. J.W. Sheet 1 of 1 F- Q 6 EXHIBIT "3" p U' o r� 0 ~} O sN G `n O O' 01 VI L)LVIIYIY IIYV NOTE: SEE SHEET 6 FOR LINE AND AREA: 3.26 ACRES TOTAL CURVE TABLES . 55' W 92' ALDEN & OCSD PROJECT 5 -62 SSOCIATES BIG CANYON TRUNK SEWER REPLACEMENT MARCH 2006 CIVIL ENGINEERS -LAND SURVEYORS - PLANNERS 2552WHITER0AD,SUPPES•IRVINE,CA 92614.6236 W.O. No. 1140- 369 -001 Date 02/17/06 (949)660.0110 FAX 66D441a Engr. B.J.W. Chk'd J.W. Sheet 1 Of 6 0 o � N QW N d0 1ip co tvI.0 w V lop. EXHIBIT "3' i. 7914 t2 -3t -o7 NOTE: �E SEE SHEET 6 FOR LINE AND ce1 AREA: 3.26 ACRES TOTAL r —L5 W s w a -'LDEIV & OCSD PROJECT 5 -62 SSOCIATES BIG CANYON TRUNK SEWER REPLACEMENT MARCH 2006 CIVR. fMINUI BS -LAND SURVEYORS - PLANNERS us2W ME ROAD, SUM Bf1RVlNE,CA92614-036 W.O. No. 1140- 369 -001 Dote 02/17/06 (949)660.0110 PAX660-MIS Engr. B.J.W. Chk'd J.W. Sheet 2 Of 6 MATCH SHEET �I ri I 25.00' 12.50' 112.50' I1 it It II II I ` PARCEL 44 cr Hp r� r4 A 1if' No. 7914 12 -31 -07 4 EN1181 r ' 3' N0.4636 101 S i J NOTE: SEE SHEET 6 FOR LINE AND CURVE TABLES °o c '6 °N AREA: 3.26 ACRES TOTAL L0 WI x 1n 0 x V Q '4I���LDEN & OCSD PROJECT 5 -62 SSOCIATES BIG CANYON TRUNK SEWER REPLACEMENT MARCH 2006 CNII. ENGE -n=S - LAND SURVEYORS - PLANNERS 2552 WHUB ROAD, SUM B•IRVINE, CA 9261462% W.O. No. 1140- 369 -001 Date 02/17/06 (949)660-0110 FAX 660-0418 Engr, B.J.W. Chk'd J.W. Sheet 3 Of 6 MATCH SHEET ` P \� � NO 4519 k 7914 1. 12 -31 -07 EXHIBIT "Y 5 NI °o N lal aJ U \ \\` \cP \ 1\ 1 1 \ PARCEL 1 \ MATCH SHEET 3 NOTE: SEE SHEET 6 FOR LINE AND AREA: 3.26 ACRES TOTAL CURVE TABLES 'ALDEN & OCSD PROJECT 5 -62 SSOCLATES BIG CANYON TRUNK SEWER REPLACEMENT MARCH 2006 CPnL ENGINEERS -LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUM 8 -)RVWK CA 92614.6M W.O. No. 1140- 369 -001 Date 02/17/06 (949)660.0110 PAX 660 -0418 En r. B.J.W. Chk'd J.W. Sheet 4 Of 6 i EXHIBIT 313' 0 Vol o• QJ 6 N �0. L24 .1,e PARCEL 1 G� \ 0O S�tP• �G. 75 MATCH MA NOTE: SEE SHEET 6 FOR LINE AND CURVE TABLES 0 \ yon C� \\ \ SHEET 4 AREA: 3.26 ACRES TOTAL ALDEN & OCSD PROJECT 5 -62 SSOCIATES BIG CANYON TRUNK SEWER REPLACEMENT MARCH 2006 CIVIL ENGINEERS -LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUM B -IRVOM, CA 92614-62M W.O. No. 1140- 369 -001 Date 02/17/06 (949)660.0110 FAX:660-0418 En r. B.J.W. Chk'd J.W. Sheet 5 Of 6 EX01BIT "X LINE TABLE CURVE TABLE LINE BEARING DISTANCE CURVE I DELTA I RADIUS LENGTH L1 S 7657'33" W 64.43' Cl 11 6'25'00" 12000.00'1573.05' L2 S 8956'58" W 169.81' L3 N 75'00'46" W 277.24' L4 N 89'41'06" W 71.30' L5 N 89'41'06" W 355.02' L6 S 61'34'39" W 317.50' L7 S 61'34'39" W 65.31' L8 S 3641'14" W 428.69' L9 S 6T33'02" W 440.39' L10 N 6636'29" W 254.04' L11 N 65'53'17" W 269.98' L12 N 86'42'03" W 439.65' L13 N 27'57'51" W 352.95' L14 N 56'10'23" W 340.61' L15 N 02'19'15' E 397.21' L16 N 19'04'03" W 414.98' L17 N 21'55'44" W 197.97' L18 N 21'32'48" W 427.34' L19 N 3904'36" W 403.20' L20 N 2655'06" W 301.58' L21 N 2655'06" W 25.06' L22 N 3915'2S W 35.55' L23 N 38'15'23" W 328.01' L24 N 83'05'11" W 33.00' 09114 12 -31 -01 ALDEIV & OCSD PROJECT 5 -62 SSOCIATES BIG CANYON TRUNK SEWER REPLACEMENT MARCH 2006 C1VM ENGOMERS - LAND SURVEYORS - F1Alawn 2552 VOWE ROAD, SUM S•IRVa48, CA 92614 -6236 W.O. No. 1140- 369 -001 Date 02/17/06 (949)660-0110 FAX - 660.0418 En r. B.J.W. Chk'd J.W. Sheet 6 Of 6 RECORDING REQUESTED AND WHEN RECORDED RETURN TO: City Clerk's Office City of Newport Beach Post Office Box 1768 Newport Beach, CA 92659 -1768 40 Space above this line for Recorder's use only. AMENDED AND RESTATED EASEMENT This Amended and Restated Easement (this "Amendment ") is entered into as of April , 2006 ( "Effective Date ") by and between Big Canyon Country Club, a California non - profit mutual benefit corporation ( "Grantor"), and the City of Newport Beach, a municipal corporation ( "Grantee "), with reference to the following facts. A. On June 19, 1975, in Book 11435, Pages 247 through 252 of the Official Records of Orange County, California, a Public Utility Easement executed by the Irvine Company in favor of Grantee was recorded ( "Easement "). B. Grantor is the owner of the fee interest in the property which the Easement encumbers (the "Property "). C. Grantee and Grantor now desire to enter into this Amendment to amend and restate the legal descriptions of that portion of the Property burdened by the Easement. NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. Amendment and Restatement of Easement. The legal description of that portion of the Property burdened by the Easement shall be replaced with the legal description set forth in Exhibit 1 attached hereto and incorporated herein by this reference. Exhibit A to the Easement shall be replaced with the sketch to accompany the new legal description which is attached hereto as Exhibit 2 and incorporated herein by this reference. 2. Terms of Easement: Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Easement and exhibits attached thereto shall remain unchanged and shall be in full force and effect. [SIGNATURES ON FOLLOWING PAGE] 1 EXHIBIT C • APPROVED AS TO FORM 0 GRANTEE: THE CITY OF NEWPORT BEACH By: � C%►` -- C dCw By: Aaron C. Harp, Assistant City Attorney For the City of Newport Beach ATTEST By: LaVonne Harkless, City Clerk For the City of Newport Beach Don Webb, Mayor For the City of Newport Beach GRANTOR BIG CANYON COUNTRY CLUB By: Name: Title: By: Name: Title: [END SIGNATURES] F, STATE OF CALIFORNIA } ss: COUNTY OF ORANGE ) On 2006, before me, personally appeared personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State STATE OF CALIFORNIA ) ss: COUNTY OF ORANGE ) On 2006, before me, (This area for official notarial seal) personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she /they has executed the same in his /herltheir 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (This area for official notarial seal) 3 THOSE PORTIONS OF BLOCK 56 OF IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: A STRIP OF LAND 12.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHERLY CORNER OF LOT 19 OF TRACT NO. 7638 AS PER MAP FILED IN BOOK 300, PAGES 1 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY; THENCE NORTH 31 °57'28" EAST 247.98 FEET TO THE POINT OF TERMINATION. PARCEL 2: A STRIP OF LAND 15.00 FEET IN WIDTH, THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE ANGLE POINT IN THE NORTHWESTERLY LINE OF LOT 61 OF TRACT NO. 7638 PER MAP FILED IN BOOK 306, PAGES I TO 9 INCLUSIVE, SAID POINT BEING THE NORTHEASTERLY TERMINUS OF THAT CERTAIN COURSE SHOWN AS NORTH 26° 13' 16" EAST 36.33 FEET ON SAID MAP; THENCE NORTH 71 °57'59" WEST 371.28 FEET TO THE POINT OF TERMINATION. AS SHOWN ON EXHIBIT "2" ATTACHED HERETO AND MADE A PART HEREOF. VWLDEN & SSOCIATES Civil Engineers — Land Surveyors - Planners 2552 White Road, Suite B Irvine, CA 92614 -6236 949 - 660 -0110 Fax:949- 660 -0418 EXHIBIT "1" LEGAL DESCRIPTION TO ACCOMPANY A SKETCH W.O. No, 1140- 369 -001 Date: 04/13/2006 Engr.B.JW. Chk'd, J.W. Sheet 1 of 1 0 N1 0 -II w a U N �o0'�� ��� v`'O qM eo ell i 0 -VO. / 2 / PARCEL 1 2' SEWER EASEMENT 20 22 / \ / 19 V •r- M•M• W WSOC & SSOCIATES CIVIL ENGINEERS - LAND SURVEYORS • PLANNERS 2552 WHITE ROAD, SUITE B -IRVINE, CA 92614 -6236 (949) 660-0110 FAX: 660 -0418 POINT OF BEGINNING EXHIBIT "2" SKETCH TO ACCOMPANY A LEGAL DESCRIPTION W.O. No. 1140- 369 -001 Date 04/03/06 Engr. B.J.W. Chk'd J.W. Sheet 1 Of 2 POINT OF BEGINNING 3j> 2g. PARCEL 2 15' SEWER EASEMENT - lit 0 o w J U N � 0M.��88 .r N 26'13'16" 36.33'v 61 62 I 3. 9638 3p6/ 1' 9 "1�LDEN & EXHIBIT "2" SSOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL, ENGINEERS -LAND SURVEYORS- PLANNERS 2552 WHITE ROAD, SUITE E•1RVINE, CA 926146236 W.O. No. 1140- 369 -001 Date 04/03/06 (949) 660-0110 FAX: 660 -0418 Engr. B.J.W. Chk'd J.W. _ Sheet 2 Of 2 0 RECORDING REQUESTED AND WHEN RECORDED RETURN TO: City Clerk's Office City of Newport Beach Post Office Box 1768 Newport Beach, CA 92659 -1768 0 Space above this line for Recorder's use only. AMENDED AND RESTATED EASEMENT This Amended and Restated Easement (this "Amendment") is entered into as of April _, 2006 ( "Effective Date ") by and between Big Canyon Country Club, a California non - profit mutual benefit corporation ( "Grantor") and the City of Newport Beach, a municipal corporation ( "Grantee ") with reference to the following facts. A. On May 18, 1971, in Book 9644, Pages 465 through 474, of the Official Records of Orange County, California, an easement executed by the Irvine Company and Grantor in favor of the Grantee was recorded ( "Easement "). B. Grantor is the owner of the fee interest in the property which the Easement encumbers (the "Property "). C. Grantee and Grantor now desire to enter into this Amendment to amend and restate the legal descriptions of that portion of the Property burdened by the Easement. NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. Amendment and Restatement of Easement. The legal description of that portion of the Property burdened by the Easement, set forth in Exhibit A to the Easement, shall be replaced with the legal description set forth in Exhibit 1 attached hereto and incorporated herein by this reference. Exhibit B to the Easement shall be replaced with the sketches to accompany the new legal description which are attached hereto as Exhibit 2 and incorporated herein by this reference. 2. Terms of Easement: Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Easement and exhibits attached thereto shall remain unchanged and shall be in full force and effect. (SIGNATURES ON FOLLOWING PAGE( 1 APPROVED AS TO FORM By: � 4u% . C - ff CA- - Aaron C. Harp, Assistant City Attorney For the City of Newport Beach ATTEST M LaVonne Harkless, City Clerk For the City of Newport Beach F GRANTEE: THE CITY OF NEWPORT BEACH By: Don Webb, Mayor For the City of Newport Beach GRANTOR BIG CANYON COUNTRY CLUB Name: Title: By: Name: Title: [END SIGNATURES] 2 STATE OF CALIFORNIA COUNTY OF ORANGE On 0 • ) ss: 2006, before me personally appeared personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State STATE OF CALIFORNIA ) ss: COUNTY OF ORANGE ) On 2006, before me (This area for official notarial seal) personally appeared personally known to me (or 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 has executed the same in hisiher /their authorized capacity(ies), and that by hislher /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (This area for official notarial seal) 3 BEING A PORTION OF BLOCKS 56 AND 92 OF IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: A STRIP OF LAND 10.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF LOT 14 IN TRACT NO. 7223 AS PER MAP RECORDED IN BOOK 274, PAGES 7 THROUGH 18 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, SAID POINT BEING SOUTH 64'21'47" WEST 23.33 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT; THENCE NORTH 41 ° 10'38" WEST 26.50 FEET; THENCE NORTH 55 °21'42" WEST 23.50 FEET TO THE POINT OF TERMINATION. PARCEL 2: A STRIP OF LAND 10.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF ROYAL SAINT GEORGE ROAD IN TRACT NO. 7223 AS PER MAP RECORDED IN BOOK 274, PAGES 7 THROUGH 18 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, SAID POINT BEING SOUTH 47° 10'34" EAST 17.00 FEET FROM THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE SHOWN AS NORTH 47 °10'34" WEST 136.60 FEET ON SAID MAP; THENCE SOUTH 03 050'08" WEST 79.06 FEET TO THE POINT OF TERMINATION. 1�LDEN & SSOCIATES Civil Engineers — Land Surveyors - Planners 2552 White Road, Suite B Irvine, CA 92614 -6236 949 - 660 -0110 Fax:949.660 -0418 EXHIBIT "1" LEGAL DESCRIPTION TO ACCOMPANY A SKETCH W.O. No. 1140- 369 -001 Date: 04/04/06 Engr.B.JW. Chk'd. J.W. Sheet 1 of PARCEL 3: A STRIP OF LAND 15.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF LOT 93 IN TRACT NO. 7223 AS PER MAP RECORDED IN BOOK 274, PAGES 7 THROUGH 18 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, SAID POINT BEING SOUTH 66 °58'28" WEST 5.01 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT; THENCE NORTH 25059'11" WEST 22.97 FEET TO POINT `A'; THENCE NORTH 25 °59' 11" WEST 47.72 FEET; THENCE SOUTH 68'59'18" WEST 188.45 FEET; THENCE SOUTH 75 °04'03" WEST 24.44 FEET; THENCE SOUTH 47 °40'34" WEST 254.82 FEET TO THE POINT OF TERMINATION. PARCEL4: A STRIP OF LAND 10.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT POINT `A' DESCRIBED IN PARCEL 3 ABOVE; THENCE NORTH 58 °57' 19" EAST 137.44 FEET TO A POINT ON THE NORTHWESTERLY LINE OF LOT 89 IN SAID TRACT NO. 7223, SAID POINT BEING SOUTH 39'20'17" WEST 14.03 FEET FROM THE ANGLE POINT IN SAID NORTHWESTERLY LINE SAID POINT BEING THE POINT OF TERMINATION. PARCELS: A STRIP OF LAND 15.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING AT THE ANGLE POINT IN THE WESTERLY LINE OF LOT 13 IN TRACT NO. 7223 PER MAP FILED IN BOOK 274, PAGES 7 TO 18 INCLUSIVE, SAID POINT BEING THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE SHOWN AS NORTH 00 °52'51" WEST 130.01 FEET ON SAID MAP; THENCE NORTH 78° 11' 15" WEST 587.83 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 13 °56'05" EAST 86.00 FEET; THENCE NORTH 80'17'14" EAST' THENCE NORTH 11'49'19" WEST 54.09 TO THE SOUTHERLY LINE OF SAID TRACT NO. 7223 AND THE POINT OF TERMINATION. AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF. WWSSOC & SOCIATES Civil Engineers — Land Surveyors - Planners 2552 White Road, Suite B Irvine, CA 92614 -6236 949 - 660 -0110 Fax: 949-660-0418 7914 12 -31 -07 EXHIBIT "1" LEGAL DESCRIPTION TO ACCOMPANY A SKETCH W.O. No. 1140- 369 -001 Date: 04/04/06 Engr.B.JW. Chk'd. J.W. Sheet 2 of 2 SCALE: 1 " = 100' PARCEL 1 10' SEWER EASEMENT N LINE TABLE LINE BEARING DISTANCE L1 N 41. 10'38" W 26.50' L3 N 55721'42" W 13.50' No. 7914 Exp. 12 -31 -07 WWSOC & SSOCIATES CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B -IRVINE, CA 92614 -6236 (949) 660-0110 FAX: 660 -0418 EXHIBIT "2" SKETCH TO ACCOMPANY A LEGAL DESCRIPTION W.O. No, 1140- 369 -005 Date 04/04/06 Engr. B.J.W. Chk'd J.W. Sheet 1 Of 4 SCALE: 1" =1 DO' 35 �0 17.00' �r PARCEI 2 ''� 10' SEWER EASEMENT "IJUALDEN & SSOCIATES 40, LOT A LINE TABLE LINE BEARING DISTANCE L1 S 03'50'08" W 79.06' L2 N 47'10'34" W 136.60' CIM ENGENBBRS - LAND SURVEYORS - PLANNERS 2552 WHUE ROAD, SUrrE B -IRVINE, CA 92614.6236 (949) 660 -0110 FAX: 660 -0418 EXHIBIT "2" SKETCH TO ACCOMPANY A LEGAL DESCRIPTION W.O. No. 1140- 369 -005 Dote 04/04/06 fir. B.J.W. Chk'd J-W Sheet 2 Of 4 0 N1 o i U IIV^NAII' No. 7914 12 -31 -07 PARCEL 4 10' SEWER EASEMENT JG* 66 04 lavlo 5 191% ice_ 'S s oo. o. PARCEL 3 15' SEWER EASEMENT ^'O & EXHIBIT SSOCIATES SKETCH TO ACCOMPANY PANY � SSOC A LEGAL DESCRIPTION CRM ENGINEERS -LAND SURVEYORS- PLANKS 2552 WHM ROAD, SUITE E•EtVWE, CA 92614 -6236 W.O. No. 1140 - 369 -001 Date 02/23/06 (949) 660 -0110 FAX 660 -0418 Engr. B.J.W. Chk'd J.W. Sheet 3 Of 4 LINE TABLE LINE BEARING DISTANCE L1 N 25. 59'11" W 70.69' L2 S 68'59'18" W 188.45' L3 S 75'04'03" W 24.44' L4 S 47'40'34" W 254.82' L5 S 66'58'28" W 86.93' 1-6 S 24'11'03" W 118.39' L7 S 58'20'19" W 70.49' L8 N 25'59' 1 1" W 47.92' L9 N 25'59'11" W 22.77' L10 S 58'20'19" W 137.44' ^'O & EXHIBIT SSOCIATES SKETCH TO ACCOMPANY PANY � SSOC A LEGAL DESCRIPTION CRM ENGINEERS -LAND SURVEYORS- PLANKS 2552 WHM ROAD, SUITE E•EtVWE, CA 92614 -6236 W.O. No. 1140 - 369 -001 Date 02/23/06 (949) 660 -0110 FAX 660 -0418 Engr. B.J.W. Chk'd J.W. Sheet 3 Of 4 LINE TABLE LINE BEARING DISTANCE L1 N 13'56'05" E 86.00' L2 N 80-17'1 4�' E 70.58' L3 N 11'49'19" W 54.09' L4 S 0952'51" E 130.01' I J 15 Z7.50, ,Ala" G� gyp. PARCEL 5 15' SEWER EASEMENT —_N 78 17 15 W 587,83, TRUE POINT OF BEGINNING ALDEN & SSOCIATES CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUM B -IRVINE, CA 92614-6236 (949) 660 -0110 FAX: 660 -0418 EXHIBIT "2" SKETCH TO ACCOMPANY A LEGAL DESCRIPTION W.O. No. 1140 - 369 -001 Date 02/23/06 Engr. B.J.W. Chk'd J.W. Sheet 4 Of 4 RECORDING REQUESTED AND WHEN RECORDED RETURN TO: City Clerk's Office City of Newport Beach Post Office Box 1768 Newport Beach, CA 92659 -1768 0 Space above this line for Recorder's use only. AMENDED AND RESTATED EASEMENT This Amended and Restated Easement (this "Amendment ") is entered into as of April _, 2006 ( "Effective Date ") by and between Big Canyon Country Club, a California non - profit mutual benefit corporation ( "Grantor") and the City of Newport Beach, a municipal corporation ( "Grantee ") with reference to the following facts. A. On November 24, 1971, in Book 9901, Pages 304 through 309, of the Official Records of Orange County, California, a Public Utility Easement executed by the Irvine Company in favor of Grantee was recorded ( "Easement "). B. Grantor is the owner of the fee interest in the property which the Easement encumbers (the "Property'). C. Grantee and Grantor now desire to enter into this Amendment to amend and restate the legal descriptions of that portion of the Property burdened by the Easement. NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. Amendment and Restatement of Easement. The legal description of that portion of the Property burdened by the Easement shall be replaced with the legal description set forth in Exhibit 1 attached hereto and incorporated herein by this reference. Exhibit A to the Easement shall be replaced with the sketch to accompany the new legal description which is attached hereto as Exhibit 2 and incorporated herein by this reference. 2. Terms of Easement: Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Easement and exhibits attached thereto shall remain unchanged and shall be in full force and effect. LSIGNATURES ON FOLLOWING PAGEI 0 APPROVED AS TO FORM By: 4 cH. , C, Aaron C. Harp, Assistant City Attorney For the City of Newport Beach ATTEST By: LaVonne Harkless, City Clerk For the City of Newport Beach 0 GRANTEE: THE CITY OF NEWPORT BEACH By: Don Webb, Mayor For the City of Newport Beach GRANTOR BIG CANYON COUNTRY CLUB Name: Title: By: Name: Title: [END SIGNATURES] STATE OF CALIFORNIA COUNTY OF ORANGE On appeared 0 0 ss: } 2006, before me.. personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State STATE OF CALIFORNIA COUNTY OF ORANGE On ss: 2006, before me, (This area for official notarial seal) personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he /she /they has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (This area for official notarial seal) THOSE PORTIONS OF BLOCK 92 OF IRVINE'S SUBDIVISION,.IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: A STRIP OF LAND 15.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE CENTERLINE OF BIG CANYON DRIVE (LOT'S ") OF VARIABLE WIDTH, AS SHOWN ON THE MAP TRACT NO. 7223 FILED IN BOOK 274, PAGES 7 THROUGH 18 INCLUSIVE, OF MISCELLANEOUS MAPS, SAID POINT BEING THE SOUTHERLY TERMINATION OF THAT CERTAIN CURVE SHOWN ON SAID MAP AS BEING CONCAVE SOUTHERLY HAVING A RADIUS OF 450.00 FEET, A CENTRAL ANGLE OF 98 °08'02" AND AN ARC LENGTH OF 770.74 FEET, THENCE NORTHWESTERLY AND WESTERLY 315.13 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 40 °07'23 "; THENCE RADIALLY NORTH 00'16'2 1 " WEST 5.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 06'02'24" WEST 72.12 FEET; THENCE NORTH 86 °38'58" EAST 150.89 FEET; THENCE NORTH 05 °46'41" EAST 175.25 FEET TO THE POINT OF TERMINATION. EXCEPTING THEREFROM THOSE PORTIONS LYING WITHIN SAID BIG CANYON DRIVE. PARCEL 2: A STRIP OF LAND 10.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF TRACT NO. 7384 AS PER MAP FILED IN BOOK 281, PAGES 17 THROUGH 19 INCLUSIVE, OF MISCELLANEOUS MAPS WITH THE CENTERLINE OF THAT CERTAIN EASEMENT DELINEATED ON SAID MAP AS "10' EASEMENT FOR SANITARY SEWER PURPOSES TO THE CITY OF NEWPORT BEACH "; THENCE SOUTH 38'06'46" EAST 240.86 FEET ALONG SAID CENTERLINE AND THE SOUTHEASTERLY PROLONGATION THEREOF; THENCE SOUTH 07'25'25" EAST 147.17 FEET; THENCE SOUTH 48 °00'00" EAST 220.00 FEET TO THE POINT OF TERMINATION. EXCEPTING THEREFROM THAT PORTION LYING WITHIN SAID TRACT NO. 7384. AS SHOWN ON EXHIBIT "2" ATTACHED HERETO AND MADE A PART HEREOF. WWSSON & SOCIATES Civil Engineers — Land Surveyors - Planners 2552 White Road, Suite B Irvine, CA 92614 -6236 949 - 660 -0110 Fax: 949-660-0418 EXHIBIT "1" LEGAL DESCRIPTION TO ACCOMPANY A SKETCH W.O. No. 1140- 369 -001 Date: 04/17/2006 Engr.B.JW. Chk'd. J.W. Sheet 1 of 1 0 0 CURVE TABLE CURVE I DELTA RADIUS I LENGTH Cl 40'07'23 450.00' 315.13' LINE TABLE LINE BEARING DISTANCE L1 N 0916'21" W 5.00' L2 N 06'02'24" W 72.12' L3 N 86'38'58" E 150.89.' L4 N 05'46'41" E 175.25' G� 9 `V50 wc r J —L3_ No. 7914 Ev. 12 -31 -07 II 7.50' 15.00' i 1 7,50' it li i li J TV 0 o_ II a J IIt IIYIIIi, PARCEL 1 15' SEWER GP�Y °o' Ll = 770.74.'' CI R ' 9$ Oz 02 oR�L F �O• c��ZMs�ON 3$°' 0; �R�,NE 1 Ba G1 �° 1 WWSSOC & 50CIATES EXHIBIT "2" SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B•IRVINE, CA 92614.6236 W.O. No. 1140- 369 -OD1 Date 04/17/06 (949)660 -0110 FAx:660 -0418 Engr. B.J.W. Chk'd J.W. Sheet 1 Of 2 0 CURVE TABLE CURVE DELTA I RADIUS I LENGTH Cl 02'01'06" 460.00' 16.20' S 89'18'46" E 250.26' S 89.18'46" E 250.26' NORTHERLY LI NE TRACT NO. 7384 16 17 T15 7 E It r I In AV I� I N II m w D P��p� V) it � G V) W. 19 'Wr N & WSO SSOCIATES CIVIL ENGINEERS - LAND SURVEYORS - PIANNERS 2552 WHITE ROAD, SUITE E -IRVINE, CA 92614 -6236 (949) 660-0110 FAX: 660.0415 0l'pg Og y�pN ,RUNE MM q*,0 O J N N Ln, m PARCEL 2 10' SEWER EASEMENT EXHIBIT "2" SKETCH TO ACCOMPANY A LEGAL DESCRIPTION W.O. No. 1140 - 369 -001 Date 04/17/06 Engr. B.J.W. Chk'd J.W. Sheet 2 Of 2 E RECORDING REQUESTED AND WHEN RECORDED RETURN TO: Canyon Fairway Community Association PO Box 4708 Irvine, CA 92618 0 Space above this line for Recorder's use only. AMENDED AND RESTATED EASEMENT This Amended and Restated Easement (this "Amendment ") is entered into as of April _, 2006 ( "Effective Date ") by and between Big Canyon Country Club, a California non - profit mutual benefit corporation ( "Grantor") and the Canyon Fairway Community Association, a California corporation ( "Grantee ") with reference to the following facts. A. On May 8, 1984, an easement identified as Document No. 84- 190109 of the Official Records of Orange County, California, executed by Grantor in favor of the Irvine Company was recorded ( "Easement "). B. Grantor is the owner of the fee interest in the property which the Easement encumbers (the "Property "). C. Grantee is the successor in interest to the rights of the Irvine Company in the Easement. D. Grantee and Grantor now desire to enter into this Amendment to amend and restate the legal descriptions of that portion of the Property burdened by the Easement. NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. Amendment and Restatement of Easement. The legal description of that portion of the Property burdened by the Easement shall be replaced with the legal description set forth in Exhibit 1 attached hereto and incorporated herein by this reference. Exhibit A to the Easement shall be replaced with the sketch to accompany the new legal description which is attached hereto as Exhibit 2 and incorporated herein by this reference. 2. Terms of Easement: Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Easement and exhibits attached thereto shall remain unchanged and shall be in full force and effect. (SIGNATURES ON FOLLOWING PAGE( 1 EXHIBIT D 0 r GRANTEE: CANYON FAIRWAY COMMUNITY ASSOCIATION By: Name: Title: By: Name: Title: GRANTOR BIG CANYON COUNTRY CLUB MA Name: Title: By: Name: Title: [END SIGNATURES] 2 0 STATE OF CALIFORNIA COUNTY OF ORANGE On _ appeared } ss: 2006, before me 0 personally known to me (or 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 has executed the same in his/herltheir 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State STATE OF CALIFORNIA ) ss: COUNTY OF ORANGE ) On 2006, before me (This area for official notarial seal) personally appeared personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (This area for official notarial seal) 3 THOSE PORTIONS OF BLOCKS 55, 56, 92 AND 93 OF IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: A STRIP OF LAND 38.00 FEET IN WIDTH, THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY TERMINUS OF THE 129TH COURSE OF PARCEL 2 OF THE DEED FROM THE IRVINE COMPANY TO BIG CANYON COUNTRY CLUB, RECORDED DECEMBER 30, 1974, IN BOOK 11314, PAGE 857 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID COURSE, NORTH 12 °04'45" WEST 9.48 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 60'11'00" EAST 62.81 FEET TO A POINT HEREON REFERRED TO AS POINT `A'; THENCE CONTINUING NORTH 60'11'00" EAST 18.00 FEET TO A POINT HEREON REFERRED TO AS POINT'B', SAID POINT ALSO BEING THE POINT OF TERMINATION. PARCEL 2: A STRIP OF LAND 15.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT SAID POINT 'A'; THENCE NORTH 15'00'51" EAST 187.67 FEET TO THE POINT OF TERMINATION. PARCEL 3: A STRIP OF LAND 19.00 FEET IN WIDTH, THE NORTHERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT SAID POINT `B'; THENCE NORTH 60 °11'00" EAST 181.69 FEET TO THE POINT OF TERMINATION. AS SHOWN ON EXHIBIT "2" ATTACHED HERETO AND MADE A PART HEREOF. WWSSOC & SOCIATES Civil Engineers — Land Surveyors - Planners 2552 White Road, Suite B Irvine, CA 92614 -6236 949 - 660 -0110 Fax:949- 660 -0418 Eq. 12 -31 -01 EXHIBIT "1" LEGAL DESCRIPTION TO ACCOMPANY A SKETCH W.O. No. 1140- 369 -001 Date: 04/13/2006 Engr.B.JW. Chk'd. J.W. Sheet 1 of 1 A � y0' 0' 5 1 PARCEL 5' SEWER EASEMENT '00? ,�N V 6 i 11111 r �RJVINO MM'�18 1 1N —T J O O At 1 1 TRUE POINT PARCEL 3 OF BEGINNING .5 �� Y POINT 'B' 19' SEWER EASEMENT POINT 'A' POINT OF t �� "�y PARCEL 1 COMMENCEMENT '00 38' SEWER EASEMENT T� cr H0 Xif 12 -31 -07 ' 'w & WSOC SSOCIATES 2 c� C1VM ENGINEERS - LAND SURVEYORS - PLANNERS 2552 VairM ROAD, SUPfE B •IRVM, CA 92614 -6236 (949) 660 -0110 FAX: 660-0419 rn moo, LINE TABLE LINE BEARING DISTANCE L1 N 60'11'00" E 62.81' L2 N 15'00'51" W 187.67' L3 N 60'11'00" E 18.00' L4 N 60'11'00" E 181.69' 0 0 -n N 9 EXHIBIT "2" SKETCH TO ACCOMPANY A LEGAL DESCRIPTION 1701 W.O. No. 1140 -369 -001 Date 04/10/06 Engr. B.J.W. Chk'd J.W. Sheet 1 Of 1 0 RECORDING REQUESTED AND WHEN RECORDED RETURN TO: Big Canyon Country Club One Big Canyon Drive Newport Beach, CA 92660 Attn: General Manager Space above this line for Recorder's use only. QUITCLAIM DEED AND PARTIAL TERMINATION OF EASEMENT This Quitclaim Deed and Partial Termination of Easement (this "Quitclaim ") is effective as of , 2006 ( "Effective Date ") and is made with reference to the following facts. A. On May 6, 1971, in Book 9631, Pages 492 through 497, of the Official Records of Orange County, Califomia, an easement executed by the Irvine Company in favor of the City of Newport Beach, a municipal corporation ( "City "), was recorded ( "Easement'). B. The City now desires to quitclaim to Big Canyon Country Club, a California mutual benefit non - profit corporation ( "BCCC "), a portion of the Easement. NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the City does hereby quitclaim to the BCCC that portion of the Easement as described in Exhibit "A" and delineated on Exhibit "B," both of which exhibits are attached hereto and incorporated herein by this reference. The remaining portion of the Easement not quitclaimed to the BCCC shall remain unchanged and shall be in full force and effect. APPROVED AS TO FORM THE CITY OF NEWPORT BEACH By: " ( . By: Aaron C. Harp, ' Assistant City Attorney For the City of Newport Beach ATTEST By: LaVonne Harkless, City Clerk For the City of Newport Beach Don Webb, Mayor For the City of Newport Beach MIBIT E • • STATE OF CALIFORNIA ss: COUNTY OF ORANGE On 2006, before me, personally appeared _ personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State STATE OF CALIFORNIA COUNTY OF ORANGE On ss: 2006, before me, (This area for official notarial seal) personally appeared _ personally known to me (or 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 /shelthey has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (This area for official notarial seal) EXHIBIT "A" BEING A PORTION OF BLOCKS 56 AND 92 OF IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: A PORTION OF A STRIP OF LAND 10.00 FEET IN WIDTH, SHOWN AS "PARCEL 1" IN THE DOCUMENT RECORDED MAY 6, 1971 IN BOOK 9631, PAGE 492 OF OFFICIAL RECORDS IN SAID COUNTY. LYING SOUTHERLY OF BIG CANYON DRIVE AND HAVING THE FOLLOWING TWO COURSES, SOUTH 05 °15'20" WEST, 299.93 FEET AND SOUTH 50 °37'09" WEST, 15.00 FEET. WWSOC & S S 0 CIATES Civil Engineers — Land Surveyors - Planners 2552 White Road, Suite B Irvine, CA 92614 -6236 949 - 660 -0110 Fax: 949-660-0418 MIT LQC EXHIBIT "A" LEGAL DESCRIPTION W.O. No. 1140 - 369 -001 Date: 04/04/2006 Engr.B.JW. Chk'd. J.W. Sheet 1 of 1 0 o N W J V EXHIBIT "B" ESMT I A�LDEN & EXHIBIT "B" SSOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITEB- aVINE,CA92614 -6236 W.O. No. 1140- 369 -001 Date 04/03/06 (949) 660 -0110 FAX: 660 -0418 Enqr. B.J.W. Chk'd J.W. Sheet I Of 2 SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER EASEMENT. This agreement, made as of the day of 2006, by Big Canyon Country Club, a California non - profit mutual benefit corporation, owner of the land hereinafter described and hereinafter referred to as "OWNER ", and La Jolla Bank, FSB present holder of two deeds of trust and hereafter described and hereinafter referred to the "MORTGAGEE ". THAT WHEREAS, OWNER, did execute two deeds of trust, each dated June 22, 2005 encumbering that certain real property described in Exhibit 1 attached hereto and by this reference incorporated herein to secure two notes in the amount of $$21,000,000 and $5,000,000 respectively in favor of MORTGAGEE, which deeds of trust were recorded on June 29, 2006 as Document Nos. 2005 - 000505149 and 2005 - 000505151 in the Official Records of Orange County, Ca; and WHEREAS, the property is subject to that certain Grant of Easement made by the Irvine Company to County Sanitation District No. 5 of Orange County, California recorded on November 14, 1969 in Book 9137 pages 952 through 956 official records of Orange County, California (the "Old OCSD Easement "); WHEREAS, OWNER has executed, or is about to execute, a Grant of Easement, Right of Entry, Maintenance and indemnity Agreement of even date herewith, and to which this Subordination Agreement is attached, to replace the Old OCSD Easement with a new and realigned easement, hereinafter referred to as "REPLACEMENT EASEMENT", with the Orange County Sanitation District hereinafter referred to as "OCSD ", subject to the terms and conditions described therein, which REPLACEMENT EASEMENT is to be recorded concurrently herewith; and WHEREAS, it is a condition precedent to obtaining said REPLACEMENT EASEMENT that said REPLACEMENT EASEMENT above mentioned shall unconditionally be and remain at all times an encumbrance, interest or charge upon the land hereinbefore described, prior and superior to the lien or charge of the deed of trust first above mentioned; and NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce OCSD to consent to the REPLACEMENT EASEMENT and to quitclaim the Old OCSD Easement, it is hereby declared, understood and agreed as follows: Exhibit G 216546.1 n L J 0 (1) That said REPLACEMENT EASTEMENT in favor of OCSD shall unconditionally be and at all times remain an encumbrance, lien and charge on the property therein described, prior and superior to the lien or charge of the deed of trust first above described. (2) That OCSD would not consent to the REPLACEMENT EASEMENT nor quitclaim its Old OCSD Easement without this SUBORDINATION AGREEMENT. (3) That this Subordination Agreement shall be the whole and only agreement with regard to the subordination of the lien or charge of the deed of trust first above mentioned to the REPLACEMENT EASEMENT in favor of the OCSD above referred to and shall supersede and cancel, but only insofar as would affect the priority between the easement and deed of trust hereinbefore specifically described, any prior agreement as to such subordination including, but not limited, those provisions, if any, contained in the deed of trust first above mentioned, which provide for the subordination of the lien or charge thereof to another deed or deeds of trust. This Subordination Agreement shall be attached to the Replacement Easement and recorded as a part thereof. BIG CANYON COUNTRY CLUB 0 Thomas Foster, President M Its: LA JOLLA BANK, FSB Its: 716548.7 r'I L-A STATE OF CALIFORNIA COUNTY OF SAN DIEGO On ss: 2006, before me, Ll personally appeared personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State STATE OF CALIFORNIA ) ) ss: COUNTY OF SAN DIEGO ) On 2006, before me, (This area for official notarial seal) personally appeared personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (This area for official notarial seal) STATE OF CALIFORNIA ) ) ss: COUNTY OF SAN DIEGO ) On 2006, before me, personally appeared personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (This area for official notarial seal) STATE OF CALIFORNIA ) ) ss: COUNTY OF SAN DIEGO ) On 2006, before me, personally appeared personally known to me (or 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 has 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 acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said (This area for official notarial seal)