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RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
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Space Above This Line Is For Recorder’s Use Only
RECIPROCAL EASEMENT AGREEMENT
WITH COVENANTS, CONDITIONS AND RESTRICTIONS
(Maison’s Sierra, Phase 2, Lancaster, California)
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RECIPROCAL EASEMENT AGREEMENT
WITH COVENANTS, CONDITIONS AND RESTRICTIONS
THIS RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS,
CONDITIONS AND RESTRICTIONS (this “Agreement”) is made as of this ___ day of _________, 2025 (the “Effective Date”) by and between MAISON’S SIERRA PHASE 2, LP, a California limited partnership (the “Phase 2A Owner ”), and the LANCASTER HOUSING AUTHORITY, a body corporate and politic (the “Phase 2B Owner ”). “Owner” or “Owners” shall mean each of the Phase 2A Owner and the Phase 2B Owner, and any and all successors or assigns of such persons as the owner or owners of fee simple title to all or any portion of the real property covered by this Agreement.
RECITALS
A. Reference is hereby made to that certain real property located in the City of Lancaster, County of Los Angeles, State of California, and more particularly described on Exhibit A attached hereto as (and referred to herein as) the “Phase 2A Parcel” and “Phase 2B Parcel” (each, a “Parcel” and collectively, the “Parcels” or the “Property”). The Phase 2 Owner owns the Phase 2A Parcel, and the Phase 2B Owner owns the Phase 2B Parcel.
B. A site plan showing the Phase 2A Parcel and the Phase 2B Parcel and the intended development thereof is attached hereto as Exhibit B (the “Site Plan”). In particular, although the Phase 2A Parcel is intended to be developed as a separate project from the Phase 2B Parcel, the Parcels are intended to share (i) certain common area located on the Parcels comprising common roads and gates, sidewalks, parking areas, and associated landscaping (the “Common Area”), (ii) recreational facilities located on the Parcel 2A Parcel in the area identified on the Site Plan as the “Recreational Facilities” and comprising a pool, clubhouse and related improvements (the “Recreational Facilities”), and (iii) a leasing office and associated parking located on the Phase 2A Parcel in the area identified on the Site Plan as, and referred to herein as, the “ Leasing Facilities”.
C. The Owners desire to establish certain easements, covenants, conditions and restrictions, for the mutual and reciprocal benefit and complement of the Property and all portions thereof, and the present and future owners, tenants, and lawful occupants and users thereof, on the terms and conditions hereinafter set forth. Each and all of the easements, covenants, conditions, restrictions, liens and charges set forth in this Agreement shall run with the land of the Property and each and every portion thereof, and shall apply to and bind the respective successors in interest to the Property and each and every portion thereof, for the benefit of each and every other portion of the Property. Each and all of the easements, covenants, conditions, restrictions, liens and charges set forth in this Agreement are imposed on each and every portion of and interest in the Property as mutual equitable servitudes in favor of each and every other portion of and interest in the Property and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1468 of the Civil Code of the State of California.
NOW, THEREFORE, in consideration of the above recitals and of the covenants herein contained, intending that the Property and all present and future owners and occupants of the Property be subjected to the terms, easements, covenants, conditions and restrictions set forth
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in this Agreement, and that the Property be maintained, kept, sold and used in full compliance with and subject to this Agreement, the Owners, each on behalf of itself and its successors and assigns in interest with respect to the Property, hereby establish the following easements, covenants, conditions and restrictions:
ARTICLE 1.
EASEMENTS
1.1 Grant of Easements. The ownership interests in the Parcels are subject to the easements granted and reserved in this Agreement. Each of the easements reserved or granted herein for the benefit of the Owners shall be established upon the recordation of this Agreement and shall be covenants running with the land for the use and benefit of the Owners and their respective Parcels. The easements and rights specified in this Article are hereby created and shall exist whether or not they are also set forth in individual grant deeds to the Parcels. The rights appurtenant to each Parcel as created and described herein shall be enforceable as appurtenant easements, as covenants running with the land, as equitable servitudes, or as a combination of any of the foregoing.
1.2 Easements for Operation. There is hereby reserved and granted to each Owner, for itself, its successors and assigns, and their agents, employees, contractors, subcontractors, and other authorized personnel, a non-exclusive easement in, over and through the Property as required for such Owner to fulfill its obligations and exercise its rights under this Agreement.
1.3 Easements for Access. There is hereby reserved and granted to each Owner specified below, for itself, its successors and assigns, and their agents, employees, contractors, subcontractors, and other authorized personnel, the following non-exclusive easements, appurtenant to each Parcel as provided below, for the benefit of such Owners and their respective tenants, guests, agents, customers, invitees, family members, and licensees (“Permittees”):
a. an easement for vehicular and pedestrian access, ingress and egress by the Owners and their respective Permittees over and across the Common Area as presently or hereafter configured for vehicular or pedestrian traffic; b. an easement over those paved portions of the Common Area designed and intended for parking purposes for the parking of passenger vehicles of the Owners and their Permittees, subject to reasonable rules regarding parking as may be mutually adopted by the Owners from time to time;
c. an easement for the benefit of the Owner of the Phase 2B Parcel for access and use of the Recreational Facilities for their intended use by such Owner and its Permittees, subject to reasonable rules regarding the use thereof – including, without limitation, hours of operation, occupancy limits, and limitations on use of the Recreational Facilities by guests of tenants – as may be adopted by the Phase 2A Owner from time to time; and d. an easement for the benefit of the Owner of the Phase 2B Parcel for shared access and use of the Leasing Facilities by the Owner of the Phase 2B Owner for the
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purposes of the mutual operation by the Owners for its intended use as a leasing office for the residential dwellings located on both the Phase 2A Parcel and on the Phase 2B Parcel, subject to reasonable rules regarding the use thereof as may be adopted by the Phase 2A Owner from time to time.
1.4 Easements for Drainage. There is hereby reserved and granted to each Owner, for itself, its successors and assigns, a non-exclusive easement, appurtenant to each Parcel, upon, under, over, above and across each other Parcel (a) as reasonably necessary for the discharge, drainage and use of storm water runoff within and through existing water drainage facilities (“Water Drainage Facilities”), and (b) for purposes of maintaining, repairing and replacing Water Drainage Facilities serving such Owner’s Parcel; provided that (1) such easements shall at all times be used in such a manner as not to unreasonably interfere with the normal operation of the burdened Parcel(s), the activities conducted thereon and the businesses conducted therein, and (2) except in the event of an emergency, the right of an Owner or its contractors to enter upon any Parcel for purposes of maintenance, repair or replacement of Water Drainage Facilities shall be conditioned upon providing reasonable prior advance written notice to the Owner of such Parcel as to the time and manner of entry. The maintenance easement granted to the Owners herein shall include the right of reasonable ingress and egress as may be required to repair, maintain and replace the Water Drainage Facilities serving such Owner’s Parcel; provided, however, the Water Drainage Facilities shall not be modified, altered, relocated or otherwise changed, without the approval of the other Owner.
1.5 Easements for Utilities. The rights and duties of the Owners with respect to water mains, storm drains, sewers, water sprinkler system lines, telephone or electrical conduits or systems, cable, gas mains, utility shafts, ducts, chases, risers, utility rooms, mechanical rooms, circuit boxes, and other utility facilities for the operation of the Property or portions thereof (“Utility Facilities”) shall be governed by the following:
a. Each respective utility company shall maintain all Utility Facilities and connections on the Property owned by such utility company; provided, however, that if any such utility company shall fail to do so, it shall be the obligation of each Owner to maintain those Utility Facilities located upon such Owner’s Parcel; provided, however, i. With respect to Utility Facilities serving a Parcel, in the event it becomes necessary to gain access to such Utility Facilities through the other Parcel, the Owner of the Parcel served by said Utility Facilities shall have the right, and is hereby granted an easement to the extent necessary therefore, to enter upon the other Parcel or to have the utility companies enter upon the other Parcel to repair, replace and generally maintain said Utility Facilities; and
ii. Whenever Utility Facilities serve more than one (1) Parcel, the Owner of each Parcel served by said Utility Facilities shall be entitled to the full use and enjoyment of such portions of such Utility Facilities as service such Owner’s Parcel.
1.6 Easements for Emergency Vehicle Access. There is hereby granted to the City, easements over the Property, including the private streets and common drives, for fire department and other emergency vehicle access, as needed to service the Property. In connection
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with the foregoing easement, Owners are prohibited from parking on or otherwise obstructing the streets, common drives and other areas within the Property designated by an Owner as “no parking” areas. Vehicles parked in violation of this Section 1.6 shall be subject to towing at the sole cost of the owner of such vehicle.
1.7 Easements for Encroachment. There is hereby reserved and granted to each Owner for itself, its successors and assigns, a non-exclusive easement, appurtenant to each Parcel, for the purpose of accommodating any encroachment due to the actual physical location of improvements built in accordance with the original design, plans and specifications for the Property, or due to minor engineering errors, minor errors or field adjustments during the course of original construction, settlement or shifting of improvements, or similar causes. There shall be valid easements for the maintenance of said encroachments as long as they shall exist, and the rights and obligations of the Owners shall not be altered in any way by said encroachment, settlement or shifting; provided, however, that in no event shall an easement for encroachment be created in favor of an Parcel if said encroachment occurred due to the intentional misconduct of the Owner of that Parcel. In the event the Property or portions thereof is/are partially or totally destroyed and then repaired or rebuilt, the Owners agree that minor encroachments between the Parcels shall be permitted and that there shall be valid easements for the maintenance of said encroachments so long as they shall exist.
1.8 Reasonable Use of Easements. The easements granted herein must be used and enjoyed by each Owner and its Permittees in such a manner so as not to unreasonably interfere with, obstruct or delay the conduct and operations of the business of any other Owner or its Permittees at any time conducted on its Parcel.
1.9 Work on Easement Areas. Once commenced, any construction undertaken within the Property pursuant to the easements granted and reserved in this Article 1 shall be diligently prosecuted to completion, so as to minimize interference with the business of all Owners and their Permittees.
ARTICLE 2.
OPERATION AND MAINTENANCE
2.1 Taxes and Assessments. All Owners shall pay, prior to delinquency, all taxes and assessments on the Parcel(s) owned by such Owner.
2.2 Maintenance. Except as otherwise provided in Section 2.4 of this Agreement, each Owner agrees at all times during the term of this Agreement:
a. to operate and maintain or cause to be operated and maintained the Common Area located on such Owner’s Parcel in a state of good, clean, orderly and safe condition and repair (“Good Condition”), and the Phase 2A Owner agrees at all times during the term of this Agreement to operate and maintain or cause to be operated and maintained in Good Condition the Recreational Facilities and Leasing Facilities. The term “Responsible Owner” shall refer to the Owner responsible for maintenance under this Section 2.2. Maintenance of the Common Area
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shall include, without limitation, maintaining and repairing all sidewalks, the surface of all parking and roadway areas, the entry gates to and from each such Owner’s Parcel and related fencing, removing all papers, debris and other refuse from and periodically sweeping all parking and road area to the extent necessary to maintain the same in Good Condition, maintaining appropriate lighting fixtures for the parking areas and roadways, maintaining marking, directional signs, lines and striping as needed, maintaining landscaping, maintaining signage, and performing any and all such other duties as are necessary to maintain the Common Area in Good Condition; and b. to operate and maintain or cause to be operated and maintained, at its own expense, all other portions of such Owner’s Parcel in Good Condition.
2.3 Cost Sharing, Budget, and Reconciliation.
a. Budget. Each Parcel, and the Owner thereof, shall be responsible for an equal share (the “Share”) of the reasonable cost and expense incurred collectively by the Owners under Section 2.2(a). Not less than thirty (30) days nor more than ninety (90) days before January 1 of each calendar year, each Responsible Owner shall prepare and provide to the other Owner a budget showing the estimated cost and expense anticipated to be incurred by the Responsible Owner pursuant to Section 2.2(a) for the upcoming calendar year (the “Estimated Shared Expenses”), and each other Owner shall reimburse the Responsible Owner in monthly installments of one twelfth (1/12th) of its Share of the Responsible Owner’s Estimated Shared Expenses. Each payment shall be due on the first (1st) of the month. Notwithstanding the foregoing, each Owner’s obligation to pay its Share to the other Owner shall commence upon the issuance of a certificate of occupancy for such Owner’s Parcel. b. Adjustments. If a Responsible Owner at any time because of unanticipated expenses determines that the budgeted Shared Expenses set forth in its budget will not be adequate to pay its actual Shared Expenses for that calendar year, that Responsible Owner shall deliver a revised budget to the other Owner. The revised budget shall be the basis for the payments to be made by the other Owner to the Responsible Owner for the remainder of the calendar year covered by the revised budget. Any proposed adjustment to Estimated Shared Expenses that is in excess of one hundred twenty percent (120%) of the Estimated Shared Expenses reflected in the Responsible Owner’s original budget for that calendar year must be approved by the other Owner to be effective. This subsection (b) does not limit increases for emergencies as provided in subsection (d) below.
c. Limitation on Annual Increases. Any budget provided by a Responsible Owner showing Estimated Shared Expenses for the upcoming calendar year in excess of one hundred twenty percent (120%) of that Responsible Owner’s prior year's Actual Shared Expenses (defined in subsection (f) below) must be approved by the other Owner to be effective.
This subsection (c) does not limit increases for emergencies as provided in subsection (d) below. d. Emergencies. An emergency is any one of the following: (i) an extraordinary expense required by an order of a court; (ii) an extraordinary expense necessary to repair or maintain the Common Area or Recreational Facilities where a threat to personal safety is discovered; or (iii) an extraordinary expense necessary to repair or maintain the Common Area or Recreational Facilities that could not have been reasonably foreseen during preparation and
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distribution of the budget by the Owner responsible for the operation, maintenance, and repair thereof. However, prior to the imposition or collection of an amount pursuant to this Section, that Owner shall provide the other Owner with written findings as to the necessity of the extraordinary expense involved and why the expense was not or could not have been reasonably foreseen in the budgeting process.
e. Disapproval of Budget. If an Owner whose approval is required does not approve of a proposed budget for Estimated Shared Expenses, the Responsible Owner proposing such budget may continue operating under its existing budget for Estimated Shared Expenses. Any dispute relating to the proposed budget shall be resolved pursuant to Section 4.22 below.
f. Reconciliation. No later than sixty (60) days after the end of each calendar year, each Responsible Owner shall issue to the other Owner a report (" Report") describing the actual expenses paid by the Responsible Owner pursuant to Section 2.2(a) above during the prior calendar year (the “Actual Shared Expenses ”). The Report shall itemize the Actual Shared Expenses in sufficient detail with each item supported by third party contracts and invoices, and copies of such contracts and invoices shall be made available to the other Owner for review. If an Owner’s Share of the Responsible Owner’s Estimated Shared Expenses for any calendar year exceeds the Share of the Responsible Owner’s Actual Shared Expenses for such year, the Responsible Owner shall reduce the other Owner’s Share for the following calendar year by such excess amount. If an Owner’s Share of the Responsible Owner’s Actual Shared Expenses exceeds the Share of the Responsible Owner’s Estimated Shared Expenses, then the other Owner shall pay such excess amount to the Responsible Owner within thirty (30) calendar days after receipt of the statement of Actual Shared Expenses for such year.
2.4 Negligence or Willful Misconduct. Notwithstanding the provisions of Section 2.2 above, any damage to the Common Area, Recreational Facilities or Leasing Facilities (the “Damaged Improvements”) as a result of the negligence or willful misconduct of an Owner (for purposes of this Section 2.4, the “Obligated Owner”) or its Permittees shall be repaired by the Obligated Owner or its Permittees at the Obligated Owner’s cost and expense; provided, however, that in lieu of the foregoing, the Owner of the Damaged Improvements shall have the right, but not the obligation, to repair such damage and charge the reasonable costs thereof to the Obligated Owner, in which event the Obligated Owner shall pay such costs to the Owner of the Damaged Improvements within thirty (30) days after receipt of a written request provided by the Owner of the Damaged Improvements accompanied by appropriate supporting documentation.
2.5 Failure to Maintain. If a Responsible Owner fails to perform its obligations under Section 2.2 above, the other Owner (the “Noticing Owner”) may provide written notice to the Responsible Owner of such condition or failure to maintain, which notice shall include a reasonably detailed description of the condition or failure to maintain (“Deficiency Notice”). If the Responsible Owner fails to remedy the deficiency within thirty (30) days after receipt of the Deficiency Notice, the Noticing Owner may, without waiving any other legal or equitable remedies it may have, enter the Responsible Owner’s Parcel and take reasonable steps to remedy such deficiency; provided, however, (i) with respect to deficiencies that cannot reasonably be remedied within such thirty (30) day period, such period shall be extended to forty-five (45) days following receipt of the Deficiency Notice, and (ii) if the Deficiency Notice states the problem is urgent
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relating to the public health and safety, then the Responsible Owner shall have forty-eight (48) hours to correct, remedy such deficiency). Upon remedying of such deficiency, the Noticing Owner shall be entitled to provide written demand to the Responsible Owner to reimburse the Noticing Owner for the actual and reasonable costs and expenses incurred by the Noticing Owner in connection with remedying the deficiency. Any such demand shall include invoices or other reasonable written evidence of such costs and expenses incurred by the Noticing Owner. The Responsible Owner shall reimburse such amounts to the Noticing Owner within thirty (30) days after receipt of such demand. Any amounts not reimbursed within such thirty (30) day period shall accrue interest at the maximum interest rate allowed by California law from the date due until paid.
The Noticing Owner shall not be liable to the Responsible Owner for any loss, damage or liability resulting from or arising in connection with activities of the Noticing Owner (or its contractors, representatives and/or agents) on the Responsible Owner’s Parcel, except to the extent such loss, damage or liability results from the gross negligence or willful misconduct of the Noticing Owner (or its contractors, representatives and/or agents).
2.6 Duty to Protect against Mechanic’s Liens. In performing its obligations for maintenance as provided in this Agreement, a Responsible Owner shall not cause or permit any mechanic’s liens to be filed against any portion of the Property owned by the other Owner for labor or materials alleged to have been furnished or delivered by the Responsible Owner. If the Responsible Owner causes such a lien to be filed, such party shall (i) immediately either cause the lien to be discharged within ten (10) days after notice to such responsible party by the other Owner or post a bond protecting the title of the affected Owner to its Parcel; (ii) indemnify, protect, defend and hold harmless the other Owner and its Permitted Mortgagees (defined below) from any claims whatsoever by reason of any lien which may be filed against the Property for such work or services performed or materials supplied by any architect, engineer or contractor with whom the Responsible Owner has contracted or any other person or entity acting directly or indirectly by, through or under such architect, engineer or contractor supplying services, labor, materials or equipment; and (iii) pay all expenses incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees and costs of defending against the foregoing claims by the other Owner. “Permitted Mortgagees” shall mean the holder of any mortgage, pledge, deed of trust, conveyance held as security for the repayment of indebtedness, which is secured by all or a portion of a Parcel, as applicable, made in good faith and for value, together with all other instruments securing the payment of the indebtedness secured by such mortgage, indenture, deed of trust or other instruments, and all amendments, modifications, supplements and extensions of such instruments.
ARTICLE 3.
INSURANCE
3.1 Indemnification. Each Owner shall indemnify, defend, and save the other Owner and all such other Owner’s Permittees harmless for, from and against any and all demands, liabilities, damages, expenses, causes of action, suits, claims, and judgments, including reasonable attorneys’ fees and costs, arising from injury or death to person or damage to property that occurs on the indemnifying Owner’s Parcel. No Owner or Permittee shall be entitled to such indemnification for any damage caused to such Owner or Permittee by reason of its own negligence, recklessness or willful misconduct or the negligence, recklessness or willful misconduct of such Owner’s or Permittee’s respective agents, servants, contractors or employees.
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3.2 Liability Insurance. Each Owner shall, severally, at all times during the term of this Agreement, maintain or cause to be maintained in full force and effect an "Occurrence Based" commercial general liability insurance policy covering its Parcel, with an insurance company or companies having an A.M. Best (or equivalent) rating of A- or better, including coverage for any accident resulting in bodily injury to or the death of any person and consequential damages arising therefrom, and a comprehensive property damage insurance policy, each in an amount not less than $5,000,000, as such amount is adjusted pursuant hereto, per occurrence and including coverage of the contractual liability contained in Section 3.1 above. Each Owner shall furnish to each other Owner requesting the same in writing evidence that the insurance referred to in this Section 3.2 is in full force and effect. Such insurance shall provide that the same may not be canceled, reduced below the required minimum or materially amended without at least thirty (30) days prior written notice being given by the insurer to all other Owners. The aforesaid $5,000,000 coverage limit shall be reviewed, and if appropriate, adjusted, on each fifth anniversary of the date of recordation of the Agreement by the change in the Consumer Price Index (or comparable successor index) for the area in which the Property is located.
3.3 Certificates. Each Owner shall, upon request thereof from any other Owner, furnish to the party making such request certificates of insurance evidencing the existence of the insurance required to be carried pursuant to this Article.
ARTICLE 4.
GENERAL PROVISIONS
4.1 Damage or Destruction.
a. Upon occurrence of a casualty affecting the Common Area or Recreational Facilities (the “Damaged Area”), the Owner thereof (being the Responsible Owner for such Damaged Area under Section 2.22 above), shall proceed with the filing and adjustment of all claims arising under the existing insurance policies and, unless otherwise provided by the other Owner, shall represent all Owners in such proceedings. The insurance proceeds shall be paid to and held by the Responsible Owner or a restoration trustee acceptable to the Permitted Mortgagees and the other Owner and retained by the Responsible Owner for the benefit of the Owners and their Permitted Mortgagees. Subject to the availability of funds and/or insurance proceeds, the Responsible Owner shall take such actions as are necessary to complete demolition of any remaining portions of damaged improvements (if necessary), remove all debris from the Damaged Area as a result of the casualty and demolition, erect necessary structures to preclude unauthorized access to the Damaged Area, remove all safety hazards thereon as a result of the casualty and demolition, cause the Damaged Area to be reasonably safe and attractive, and continue public liability insurance in accordance with this Agreement to protect the interests of the Owners for such period of time as the Responsible Owner reasonably deems necessary (collectively, the “Clean-Up Work”). All costs and expenses incurred by the Responsible Owner in connection with the Clean-Up Work shall be paid from funds collected by the Responsible Owner through contributions by the Owners or insurance proceeds collected in connection with such casualty.
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b. Each Owner hereby delegates to the Responsible Owner the sole right and authority to direct and supervise the construction manager and restoration contractor without consultation or approval by the other Owner. Notwithstanding the foregoing, the Owners and their Permitted Mortgagees shall have the right to approve the final plans and specifications for any such restoration work for purposes of ensuring that the restoration work will result in the Damaged Area being restored to a condition at least equal to, and with the same general appearance as, that existing immediately prior to the casualty, or to such other condition and appearance as the Owners may unanimously agree.
c. Within a reasonable time, and in any event within one hundred eighty (180) days after any event causing substantial damage to the Damaged Area, the Responsible Owner shall furnish or cause to be furnished to the other Owner evidence (i) of the total estimated cost of restoration of the Damaged Area, and (ii) whether the total amount of money available, when added to the net insurance proceeds received and available to pay for the restoration thereof, will be sufficient to pay the cost of restoration. In the event the total amount of money available, when added to the net insurance proceeds received and available to pay for the restoration of the Damaged Area, is insufficient to pay for such restoration, the provisions of subsection (g) below, shall apply.
d. Subject to the availability of funds and net insurance proceeds, the Responsible Owner shall thereupon commence restoration of the Damaged Area as promptly as reasonably possible, taking into account any additional period of time which is determined by the Responsible Owner, in its reasonable judgment, to be required to obtain any net insurance proceeds to be used to pay all or a portion of the cost of such restoration. Thereafter, the Responsible Owner shall diligently pursue and, within as prompt a period of time as reasonably possible, complete the restoration of the Damaged Area.
e. All restoration and repair of Damaged Area that is required hereunder shall be undertaken in accordance with the original as-built plans and specifications for such Damaged Area, although particular improvements may be modified as required by applicable building codes and regulations in force at the time of such restoration and repair. f. Repairs to the Damaged Area shall be undertaken and completed as promptly as reasonably possible under the circumstances, subject to delays that are beyond the reasonable control of the Responsible Owner, and shall be diligently pursued to completion. g. In the event that the net insurance proceeds and other funds available for effectuating the required restoration of the Damaged Area are not adequate to complete such restoration and repair, each Owner shall contribute its Share (determined in the same method as described in Section 2.2 above) for the costs of such restoration and repair that are not so covered by the net insurance proceeds.
h. Notwithstanding anything to the contrary in this Agreement, the settlement and application of insurance proceeds, the determination to repair or restore the improvements, and all other matters related to any casualty or condemnation event occurring on all or any portion of the Recreational Facilities or the Leasing Facilities shall be handled in accordance with the requirements of any Permitted Mortgagee for the Phase 2A Parcel.
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4.2 Successors and Assigns. Each easement, restriction and covenant contained herein shall be appurtenant to and for the benefit of all the Parcels and shall be a burden thereon, for the benefit of all the Parcels, and shall run with the land. This Agreement and the restrictions, easements, covenants, benefits and obligations created hereby shall inure to the benefit of and be binding upon the Owners and their successors, transferees and assigns; provided, however, that, if any Owner transfers any part of its interest in any Parcel, the transferee thereof shall automatically be deemed to have assumed and agreed to be bound by the covenants and agreements herein contained, and if such transfer is of all of such Owner’s interest in the Parcel, the transferor shall thereupon be released and discharged from any and all obligations under this Agreement accruing after the date of sale as to the particular Parcel.
4.3 Run With the Land. The covenants, conditions and restrictions contained in this Agreement shall run with the land and be binding upon each and all of the Owners (and upon all persons claiming under them) for a period of thirty (30) years, and shall thereafter renew automatically for successive ten (10) year periods, unless the Owners unanimously otherwise elect in a writing and recorded with the County Recorder, Los Angeles County, California.
4.4 Modification. This Agreement may not be modified in any respect whatsoever without the consent of all of the Owners in writing and the written consent of the Phase 2A Owner’s investor limited partner, MCI Maison’s Sierra II, L.P., its successors and/or assigns, for so long as such investor limited partner or an affiliate thereof is a partner of the Phase 2A Owner.
4.5 No Dedication to Public. Nothing herein contained shall be deemed to be a gift or dedication of any portion of any Parcel to the general public or for the general public or for any public purposes whatsoever, it being the intention of the Owners that this Agreement shall be strictly limited to and for the purposes herein expressed.
4.6 No Cancellation. No breach of this Agreement shall entitle any Owner to cancel, rescind or otherwise terminate this Agreement, but such limitation shall not affect in any manner any other rights or remedies which such Owner may have hereunder by reason of any breach of this Agreement.
4.7 No Waiver. No waiver of any default of any obligation by any party hereto may be implied from any omission by any other party to take any action with respect to such default.
4.8 No Agency. Nothing contained in this Agreement creates the relationship of principal and agent or of limited or general partners or of joint venturers or of any other association between the parties or Owners.
4.9 Survival. If any clause, sentence or other portion of this Agreement shall become illegal, null or void for any reason, or shall be held by any court of competent jurisdiction to be so, the remaining portions hereof shall remain in full force and effect.
4.10 No Merger. The ownership of all or some of the Parcels by the same party shall not effect the termination of this Agreement.
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4.11 Mortgagee Protection. Breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render invalid the lien of any mortgage made in good faith and for value as to any Parcel or any part thereof, but all of the foregoing provisions, restrictions and covenants shall be binding upon and effective against any Owner whose title thereto is acquired by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise. No Owner shall have the right to file a lien upon the other Owner’s Parcel as a result of a default hereunder; however, if a lien is filed, it shall be subordinate in all respects to the lien of any Permitted Mortgagee.
4.12 Remedies. Any Owner of any portion of a Parcel may prosecute any proceedings at law or in equity against any person or entity violating or attempting to violate any of the agreements, covenants, conditions and restrictions herein, to prevent it, him or them from so doing and/or to recover damages from or on account of such violation. All costs and expenses of any such suit or proceedings, including reasonable attorneys’ fees, as well as any judgment thereof, shall be assessed against the losing party. The Owner of the Phase 2A Parcel may temporarily suspend the Phase 2B Owner’s right to use the Recreational Facilities and/or the Leasing Facilities for a period not to exceed thirty (30) days in the event of a violation of the rules regarding use thereof or other material misuse of such facilities by the Phase 2B Owner or by any person to whom such Owner has delegated his or her rights to use as provided herein, upon written notice of such violation from the Phase 2A Owner to the Phase 2B Owner. All remedies set forth herein or otherwise available at law or equity shall be cumulative.
4.13 No Third Party Beneficiary. Except as herein specifically provided, no rights, privileges or immunities set forth herein shall inure to the benefit of any customer, employee, guest, licensee or invitee of any Owner, tenant or occupant of any portion of the Parcels, nor shall any customer, employee, guest, licensee or invitee of such Owner, tenant or occupant be deemed to be a third party beneficiary of any of the provisions contained herein.
4.14 Condemnation. In the event of condemnation (or sale under threat of condemnation) by any duly constituted authority for a public or quasi-public use of all or any part of any Parcel, that portion of the award attributable to the value of the interest in the Parcel so taken shall be payable to the Owner of such Parcel and no claim thereon shall be made by any other Owner; provided, however, that the other Owners may file collateral claims with the condemning authority over and above the value of the interest to be taken, provided no such collateral claim shall reduce the award to the Owner of the condemned Parcel.
4.15 Captions. The captions heading the various Articles of this Agreement are for convenience and identification only, and shall not be deemed to limit or define the contents of their respective sections.
4.16 Consent. Unless otherwise specified herein, any approval or consent required to be obtained hereunder by any Owner shall not be unreasonably withheld and shall be given or withheld within thirty (30) days after delivery of the request therefor. In the event an Owner whose approval or consent is sought pursuant to the immediately preceding sentence fails to respond within the applicable time period, such Owner shall be deemed to have approved of, or consented to, the matter in question.
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4.17 Assignment. Except as otherwise expressly set forth herein, no Owner shall have the right to assign all or any portion of its rights, benefits, duties or obligations under this Agreement except in connection with a transfer or conveyance by such Owner of its ownership interest in a Parcel subject to the limitations in this Agreement (and any conveyance made by deed of trust, mortgage or other security instrument as security for any obligation or indebtedness shall not be deemed to be a transfer or conveyance within the meaning of the foregoing).
4.18 Notices. Any notice, demand, request or other communication required or permitted to be given by an Owner, occupant or tenant to another Owner, occupant or tenant hereunder shall be in writing, signed by the party giving the notice, and shall be given by delivering the same in person, by a recognized overnight courier service which maintains delivery records (such as Federal Express) or by depositing the same in the United States mail, registered or certified, return receipt requested, first class postage, and postage prepaid. All notices shall be sent to the respective mailing addresses of the parties hereto at the following addresses, until such addresses are changed as hereinafter provided:
Phase 2A Owner: Maison’s Sierra Phase 2, LP
c/o Ravello Holdings Inc.
2007 Cedar Avenue
Manhattan Beach, CA 90266
Attn: Dilip K. Ram
With a copy to: MCI Maison’s Sierra II, L.P.
c/o Merchants Capital Investments, LLC
410 Monon Boulevard
Carmel, Indiana 46032
Attention: Asset Management
Email: [email protected]
Phase 2B Owner: Lancaster Housing Authority
44933 North Fern Avenue
Lancaster, CA 93534
Attn: Executive Director
To any successor Owner: At such address as such Owner shall designate in writing to the other Owners, or at such Owner’s address at its Parcel if such Owner shall fail to designate in writing another address to the other Owners.
Any Owner may change its mailing address at any time by giving written notice of such change to the other Owners in the manner provided herein at least ten (10) days prior to the date such change is effective. Notices shall be effective on receipt or refusal to accept receipt (with supporting documentation).
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4.19 Estoppel Certificates. Each Owner shall deliver to any other Owner or any of its partners, without charge, within fifteen (15) days after request therefor, a written statement setting forth that, to the best of such Owner’s knowledge, the requesting Owner is not in default in the performance of any of its obligations under this Agreement (or, if in default, setting forth the nature of such default).
4.20 Jurisdiction. Any matter arising between the Owners shall be governed by and determined in accordance with the laws of the State of California.
4.21 Matters of Record and Leases. The Owners acknowledge that the terms and conditions of this Agreement are subject to all matters of record and leases encumbering the Parcels as of the Effective Date.
4.22 Dispute Resolution. Any disputes under this Agreement between the Owners (a “Dispute”) shall be subject to the following provisions. a. Notice. Any Owner with a Dispute shall notify the other Owner in writing of the Dispute as soon as is reasonably possible after the Owner providing or serving the notice of dispute becomes aware of the basis for the Dispute, which writing shall describe the nature of the Dispute and the proposed remedy (the “Dispute Notice”). b. Right to Inspect; Negotiation. Within a reasonable period after receipt of the Dispute Notice, which period shall not exceed sixty (60) days, the Owners shall meet at a mutually acceptable place to discuss the Dispute. If the Dispute involves a Parcel or the improvements thereon, the Owner of such Parcel shall provide the other Owner with reasonable access thereto for the purposes of inspection. The Owners shall negotiate in good faith in an attempt to resolve the Dispute.
c. Mediation. If the Owners cannot resolve the Dispute pursuant to the procedures described in Subsection 4.22(b), either Owner may request that the matter be submitted to mediation and if the other Owner agrees, the matter shall be submitted to mediation pursuant to this Subsection 4.22(c), Such mediation shall be conducted by JAMS pursuant to the mediation procedures adopted by JAMS or its successor or, in the event that Jams or its successor is for any reason unwilling or unable to serve as the mediation service, the parties shall select another reputable mediation service. If the parties are unable to agree on an alternative service, then either party may petition any court of competent jurisdiction in the county in which the Property is located to appoint such an alternative service, which appointment shall be binding on the parties.
The rules and procedures of such alternative service in effect at the time of the initiation of the mediation shall be followed. No person shall serve as a mediator in any Dispute in which the person has any financial or personal interest in the result of the mediation, except by the written consent of all parties. Prior to accepting any appointment, the prospective mediator shall disclose any circumstances likely to create a presumption of bias or prevent a prompt commencement of the mediation process.
d. ARBITRATION OF DISPUTES. IF (A) THE PARTIES DO NOT
REACH RESOLUTION OF THE DISPUTE THROUGH NEGOTIATION OR MEDIATION IN ACCORDANCE WITH SECTION 4.22(b) or (c), OR (B) THE PARTIES AGREE TO A
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RESOLUTION OF CLAIM THROUGH NEGOTIATION OR MEDIATION IN ACCORDANCE WITH SECTION 4.22(b) or (c) AND ANY PARTY THEREAFTER FAILS TO ABIDE BY THE
TERMS OF SUCH AGREEMENT, THEN THE DISPUTE SHALL BE SUBMITTED TO ARBITRATION PURSUANT TO THIS SECTION 4.22(d) WITHOUT THE NEED TO AGAIN COMPLY WITH THE PROCEDURES SET FORTH IN SECTION 4.22(b) or (c). ANY AND
ALL SUCH UNRESOLVED DISPUTE SHALL BE SUBMITTED TO ARBITRATION IN ACCORDANCE WITH THE FOLLOWING RULES AND PROCEDURES:
i. IT IS AGREED THAT ANY DISPUTE, INCLUDING
WITHOUT LIMITATION ANY DEFENSE GOING TO THE FORMATION OR VALIDITY OF THIS SECTION 4.22, SHALL BE DETERMINED BY SUBMISSION TO BINDING
ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND SUBJECT TO
THE RULES AND PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE PARTIES TO THE
ARBITRATION SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH THE CALIFORNIA CODE OF CIVIL PROCEDURE §1283.05. THE FILING OF A JUDICIAL
ACTION TO ENABLE RECORDATION OF A NOTICE OF PENDING ACTION OR FOR AN
ORDER OR ATTACHMENT, THE APPOINTMENT OF A RECEIVER, OR FOR AN
INJUNCTION OR FOR OTHER PROVISIONAL REMEDIES SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT TO ARBITRATION HEREUNDER. IF ANY PROVISION OF THIS SECTION 4.22 SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY OF THE OTHER PROVISIONS OF THIS SECTION 4.22 SHALL IN NO WAY BE AFFECTED THEREBY.
e. THIS DECLARATION INVOLVES AND CONCERNS
INTERSTATE COMMERCE AND IS GOVERNED BY THE PROVISIONS OF THE FEDERAL ARBITRATION ACT (9 U.S.C. §1, ET SEQ.) NOW IN EFFECT AND AS THE
SAME MAY FROM TIME TO TIME BE AMENDED, TO THE EXCLUSION OF ANY
DIFFERENT OR INCONSISTENT STATE OR LOCAL LAW, ORDINANCE, REGULATION, OR JUDICIAL RULE. ACCORDINGLY, ANY AND ALL DISPUTES SHALL BE ARBITRATED – WHICH ARBITRATION SHALL BE MANDATORY AND BINDING – PURSUANT TO THE FEDERAL ARBITRATION ACT.
f. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH ABOVE IN THIS SECTION 4.22, THE FOLLOWING MATTERS ARE EXCLUDED FROM ARBITRATION HEREUNDER: (I) AN UNLAWFUL DETAINER PROCEEDING, (II) THE FILING OR ENFORCEMENT OF A MECHANIC’S LIEN, (III) ANY MATTER WHICH
IS WITHIN THE JURISDICTION OF A PROBATE OR SMALL CLAIMS COURT, AND (IV) ANY DISPUTE INVOLVING THE PERMITTED MORTGAGEE OF THE PHASE 2A
PARCEL IN THE EVENT SUCH PERMITTED MORTGAGEE BECOMES THE OWNER OF THE PHASE 2A PARCEL BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE OR ITS NOMINEE, OR ANY SUBSEQUENT OWNER OF THE PHASE 2A PARCEL WHO PURCHASES THE PHASE 2A PARCEL FROM A PERMITTED MORTGAGEE OR ITS NOMINEE.
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g. NOTICE: EACH OWNER, BY ACCEPTANCE OF THIS
AGREEMENT AND/OR THE CONVEYANCE OF ANY PORTION OF THE PROPERTY
AGREES TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS SECTION 4.22(d) ENTITLED “ARBITRATION OF DISPUTES” DECIDED BY NEUTRAL,
BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT
AND THE CALIFORNIA ARBITRATION ACT, TO THE EXTENT THE CALIFORNIA
ARBITRATION ACT IS NOT INCONSISTENT WITH THE FEDERAL ARBITRATION ACT,
AND SUCH OWNER IS GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL OR OTHER PROCEEDING. EACH
OWNER, BY ACCEPTANCE OF THIS AGREEMENT AND/OR THE CONVEYANCE OF
ANY PORTION OF THE PROPERTY, IS GIVING UP ITS JUDICIAL AND/OR STATUTORY
RIGHTS TO DISCOVERY, TRIAL AND APPEAL, EXCEPT TO WHATEVER EXTENT ANY RIGHTS ARE SPECIFICALLY INCLUDED IN THIS ARBITRATION AGREEMENT. IF AN OWNER REFUSES TO SUBMIT TO ARBITRATION, (i) SUCH PARTY MAY BE
COMPELLED TO ARBITRATE UNDER THE FEDERAL ARBITRATION ACT AND THE
CALIFORNIA ARBITRATION ACT, TO THE EXTENT THE CALIFORNIA ARBITRATION ACT IS NOT INCONSISTENT WITH THE FEDERAL ARBITRATION ACT, AND/OR (ii) ARBITRATION MAY GO FORWARD IN THE ABSENCE OF THE REFUSING PARTY.
[signature pages follow]
S-1
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IN WITNESS WHEREOF, the Owners have executed this Agreement the day and year first above written.
“PHASE 2A OWNER”
MAISON’S SIERRA PHASE 2, LP,
a California limited partnership
By: AHA High Desert II MGP, LLC,
a California limited liability company,
its Managing General Partner
By: Affordable Housing Access, Inc.,
a California nonprofit public benefit corporation,
its Manager
By:
Vasilios Salamandrakis, President
By: Ravello MODs Sierra Phase 2, LLC,
a California limited liability company,
its Administrative General Partner
By: Ravello Holdings, Inc.,
a California corporation,
its Manager
By
Dilip K. Ram, President
S-2
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STATE OF CALIFORNIA )
)
COUNTY OF ________________ )
On _________________________ __, 2025 before me, ____________________________, Notary Public, personally appeared VASILIOS SALAMANDRAKIS, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
______________________________
(SEAL)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
S-3
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STATE OF CALIFORNIA )
)
COUNTY OF ________________ )
On _________________________ __, 2025 before me, ____________________________, Notary Public, personally appeared DILIP K. RAM, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
______________________________
(SEAL)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
S-4
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[signature page to Easement Agreement
with Covenants, Conditions and Restrictions]
“PHASE 2B OWNER”
LANCASTER HOUSING AUTHORITY,
a public body corporate and politic
By:
________________, Executive Director
APPROVED AS TO FORM:
Authority Deputy Executive Director
Authority Counsel
ATTEST:
Authority Secretary
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STATE OF CALIFORNIA )
)
COUNTY OF ________________ )
On _________________________ __, 2025 before me, ____________________________, Notary Public, personally appeared __________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
______________________________
(SEAL)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
S-6
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CERTIFICATE OF ACCEPTANCE
This is to certify that the easement interest in real property conveyed under the foregoing
RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS, CONDITIONS AND RESTRICTIONS by the parties thereto as to the property described therein is hereby accepted by the undersigned on behalf of the Lancaster Housing Authority, a public body corporate and politic (“Authority”), pursuant to authority conferred by action of the Authority’s Board on ________________, 2025, and the Authority consents to recordation thereof by its duly authorized officer.
“AUTHORITY”
LANCASTER HOUSING AUTHORITY,
a public body corporate and politic
By:
______________________, Executive Director
Exhibit A-1
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EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
“Phase 2A Property”
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
LOT 99 OF TRACT NO. 84221 IN THE CITY OF LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1453 PAGES 1 THROUGH 12 INCLUSIVE, OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
“Phase 2B Property”
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
LOT 100 OF TRACT NO. 84221 IN THE CITY OF LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1453 PAGES 1 THROUGH 12 INCLUSIVE, OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Exhibit B-1
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EXHIBIT B
SITE PLAN
[Attached Hereto.]