55396.00084\40408984.1
AMENDMENT NO. 4 TO THE GROUND LEASE
AND AMENDMENT NO. 1 TO LICENSE AGREEMENT
BY AND BETWEEN
THE CITY OF SANTA CLARITA AND
THE SANTA CLARITA VALLEY WATER AGENCY
RELATIVE TO CENTRAL PARK SPORTS FACILITY
This Amendment No. 4 to that certain Ground Lease and Amendment No 1 to License Agreement is entered into as of ___________, by and between the CITY OF SANTA CLARITA ("City") and the SANTA CLARITA VALLEY WATER AGENCY (“Agency”) relative to the Central Park Sports Facility Ground Lease between the City and CASTAIC LAKE WATER AGENCY (“CLWA”) made January 2, 1997, as amended February 4, 1997 (Amendment No.1), December 16, 2002 (Amendment No. 2) and December 21, 2007 (Amendment No. 3) (the "Ground Lease").
RECITALS
A. On or about December 11, 1995, the City and CLWA entered into the Memorandum of Understanding By and Between the City of Santa Clarita and the Castaic Lake Water Agency Relative to the Use of Site for Park and Sports Facility Purposes ("MOU"), which provided a basis for the Ground Lease.
B. The MOU provides for two phases of the Ground Lease: Phase 1 for 34.22 acres and Phase 2 for the balance of the 108 acres.
C. The MOU provides for different terms and conditions which apply upon commencement of Phase 2 of the Ground Lease.
D. The Agency is the successor in interest to the CLWA. All terms of the Ground Lease and its amendments continue to be in effect, have not been waived, and are binding on the City and the Agency. The Recitals herein are binding on the parties.
E. The City has now asked that the terms of the Ground Lease be amended a fourth time to increase the amount of real property (“Premises”) subject to, and activities permitted by, the Ground Lease.
F. The City's continuing compliance with the terms and conditions of the MOU constitutes material consideration for CLWA's execution of the Ground Lease and the extension of its term and the parties agree that additional specificity is needed regarding certain terms and conditions to address issues which have arisen with development of the park by the City, which issues include, but are not limited to, security, commercial and non-commercial uses and uses of the park for other non-park purposes, fencing, and coordinating with Agency of uses of and improvements to the park.
G. The City and the Agency (as successor to CLWA) are also parties to that certain License Agreement (the “License Agreement), dated October 1, 2010, under which the City has 55396.00084\40408984.1
been given the right to use a portion of the Agency’s land for purposes of a cross-country trail.
The City has asked that the License Agreement be amended as set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Section 1.01 is amended to read as follows: Premises: Agency leases to the City and the City hires from Agency, for the term, at the rental and upon all of the conditions set forth herein, a parcel of land of approximately ________ acres as described in EXHIBIT “B”, REVISED, Legal Description Central Park Easement,” attached hereto as EXHIBIT “B” and incorporated herein by this reference. Such real property is hereafter referred to as the “Premises.” The aforementioned EXHIBIT “B” includes a legal description and depiction of the areas of the Premises used or to be used for activities permitted by the Ground Lease and its amendments, including parking areas, storage, recreational and commercial and non-commercial activities, and bike and cross-country trails. There is no EXHIBIT “A” attached to this amendment.
2. Section 1.03 is be amended to read as follows: In order for the parties to coordinate the use of the park under the Ground Lease and its amendments, and recognizing that the park is developing and changing, the parties shall meet at least annually to discuss the provisions of this Ground Lease and its amendments, specifically of this Amendment No. 4.
Such meeting shall occur between July 1 and October 1 of each year and shall include the General Manager, the City Manager or designated senior staff representative of each agency. In the event of any dispute between the parties as to the interpretation or enforcement of the Ground Lease and its amendments, the parties shall meet as set out herein to try to resolve their differences.
3. Section 2.01 is amended by deleting the first sentence and replacing it with:
Term. The term of this Lease commenced on January 2, 1997 and, subject to extension or sooner termination as provided below, shall expire at midnight on January 1, 2038.
4. Section 4.03(M)(2) is amended to read as follows: Future Commercial Uses:
Future commercial activities on the Premises by the City or its vendors, concessionaires, agents, employees or representatives shall require Agency approval and must be ancillary to a community activity relating to a permitted use of the Premises. Because of the varying nature of potential commercial activities relating to park uses by the City andthird-parties, the City shall meet with the Agency in advance of approving and/or undertaking such commercial activities on the Premises to determine what conditions, if any, are necessary for the approval and undertaking of such activities and what percentage of receipts, if any, shall be paid to the Agency. Such approval by the Agency shall be on a case-by-case basis. . Any commercial activity carried out without prior consent shall be considered a violation of the Ground Lease and its amendments.
The City explicitly agrees that any such use has been, is and will be covered by the indemnification and insurance provisions in this Ground Lease (as amended) for the protection of the Agency and general public.
5. Section 4.03 is amended to add the below subsection O to read as follows: Trails:
The City is considering installing bike and cross-country trails on the Premises. The installation 55396.00084\40408984.1
of such bike and cross-country trails is agreed to be a permitted use of the Premises and is hereby approved. The City shall be responsible for any and all costs relating to such installation (including extension of water lines, lighting and so forth). In addition, the City at its own cost shall maintain and operate the trails and trail areas in a safe and clean condition and manner and provide for the necessary security. The City explicitly agrees that any such uses shall be covered by the indemnification and insurance provisions in this Ground Lease (as amended) for the protection of the Agency and the general public. Upon termination of the use, the City shall remove any and all improvements and return the area and its landscaping to a clean and attractive condition. The above-mentioned cross-country trail will be configured such that it will join the existing cross-country trail currently used by the City pursuant to the License Agreement, a copy of which is attached hereto as EXHIBIT C. The City and the Agency agree that the License Agreement shall have a term which runs concurrently with the term of the Ground Lease (as such term may hereafter be extended), and that Section 4 (TERMINATION) of the License Agreement is deleted and intentionally left blank. The City is also considering the installation of an exercise and access staircase that will encroach on the Premises. The installation and maintenance of said staircase is not a use permitted by the Ground Lease and its amendments, but rather a use that is being permitted concurrently herewith by an independent license between the City and the Agency, a copy of which is attached hereto as EXIBIT D. Traditional golf course and related uses are also not permitted on the Premises by the Ground Lease and its amendments. Frisbee golf, however, shall continue to be a permitted use as provided for in Section 1.04 of the third amendment to the Ground Lease. The City agrees that it will not consider approving any ground-disturbing construction activity in the proposed expansion areas for disc golf and the City yard until the City has completed all appropriate CEQA review.
6. Section 6.02 is added to read as follows: Construction of Improvements:
Notwithstanding any other provision of the Ground Lease and its amendments, the City shall notify the Agency of maintenance to be undertaken on improvements existing on the Premises that were constructed by the City relating to uses permitted by the Ground Lease. Construction by the City of new improvements on the Premises for a permitted use, however, shall require the written approval of the Agency.
7. Section 11.03 is added and reads as follows: Memorials and Commemorations:
The City has erected and/or placed memorials or commemorative signs in or about the Premises, including two obelisks near the butterfly sculpture, the in memoriam wording on the base of the west park entry monument, and the Youth Grove area of the Premises. The City shall not erect, permit or authorize any additional memorials or commemorative signs in or about the Premises, except, at the request of the City, small commemorative signs may be placed on park related equipment or fixtures, such as a bench, with the approval, including as to dimensions, and in the discretion of the Agency General Manager.
55396.00084\40408984.1
CITY OF SANTA CLARITA
By: ____________________________
Name: ___________________________
Title: ____________________________
SANTA CLARITA VALLEY WATER AGENCY
By: ____________________________
Name: ___________________________
Title: ____________________________
1 EXHIBIT B
LEGAL DESCRIPTION
CENTRAL PARK /($6($5($EASEMENT
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71.34FEET;
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03/26/22
03/26/22
Lease Amendment No. 4 - Exhibit C
LICENSE AGREEMENT BET\VEEN THE
CITY OF SANTA CLARITA AND CAST AIC LAKE \.VA TER AGENCY THIS UCENSE is made and executed this l er- day of'Q_cGo I (),between CASTAIC LAKE WATER AGENCY, a California public agency ("CLWA") and the CJTY OF SANTA CLARITA, a municipal co1voratio11 ("CITY"). CL\\/ A and CITY are sometimes individually referred to herein as a "Party" and collectively refeITed to as the "Parties."
RECITALS
WHEREAS, CITY desires to license from CL WA ce1iain real propeiiy for recreational purposes as further described herein; and
WHEREAS, CITY 's use of CLW A's real property will require installation of fencing by CJTY, thereby providing an increase to the security of CL WA' s facilities.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and ten11S and conditions herein, CL\VA and CITY agree as follows:
AGREEMENT
J. LICENSE: DESCRIPTION OF PROPERTY. CL WA licenses to CITY to use, on the ten11S and conditions in this License, the real prope1iy legally described and depicted in Exhibit A attached 11ereto (the "Prope1iy") for a cross count1y trail as depicted in Exhibit B attached hereto and fu1iher explained in Section 2 below. CL WA 's action is not, and should not be construed to be, a conveyance of a prope1iy interest or a lease; it is a license to use property only.
2. USE OF PROPERTY.
A. CITY may use the Property for the construction, operation and maintenance of a cross-country trail for public use (excluding the use of motorized equipment). The trail rn ay al.;;\; be used f(H rec.reation:d events sponsored by a third party, as further described in pan-igraph B. of this section. Trail improvements shall consist of a newly graded dirt pall1\·V<1y and rencing as mt.11.uaUy agreed by (JTY and CL\V A. The trail shall be between six (Cl) and e1ghl un feel in \V1dth in the approximate location depicted in Exhibit B attached hereto.
B. Schedule of events by third parties 'vVill be provided to CUN A on an annual basis, and CITY will endeavor lo provide 14 days notice of any deviations to said sched u I ed events
C. CITY shall not use the property for any purpose other than as set fo1ih in Section 2(A) above without obtainmg CL WA 's prior written consent. ( !l\ ol :; ,1iiU ( 1;:•111.1 <..'! \'.'; \ t 11~-.: 11.1,,_ ·g1u:11H:l1! <o:_·p!-;: l]lh L' I ~~() j ()
355
356
D. CLWA may change, amend, or tenninate CJTY's use of Property at any time, ancl in its sole discretion, ve1'bally or in writing.
3. TERM. Except as provided in Section 4, t11e term of this license shall begin on September l 0, 2010, and encl on January 1, 2012. The terms of renewal shall coincide with that of the existing ground lease between CL WA and CJTY for the operati011 of Central Park, and therefore the tern1 shall automatically be extended for a period of one year on January l of each year, subject to prior written authonzation by CL WA during its annual review of the ground lease.
4. TERMINATION.
A. CLW A or City may terminate tbis License at any time w.ith or without cause, upon written notification. Termination shall be effective upon 45 days notice, unless specified otherwise .
B. By executing this document, the Parties waive any and all claims for damages that might otherwise arise from either Party's tem1ination under this Section.
C. Upon termination of this License, CJTY shall remove all personal property, improvements and appurtenances from the Property no later than thirty (30) days after the effective termination date in Section 4.A above. The Property shall be left in a clean and orderly condition. Should CITY not remove all personal property, improvements and appurtenances from Property within such thi1ty (30) days, CLW A may remove such it.ems at the cost of the CITY, wbich shall be paid to CL WA by CHY within forty five ( 45) days of receipt of written invoice from CLWA. This provision shall survive the termination of this License.
5. CONDEMNATION. If all or part of Prope1ty is acquired by eminent domain or purdrnse in lieu thereof, CITY aclmowledges that [t shall have 110 claim to any compensation awarded for the taking of Property or any portioTI thereof or for loss of or da1mige to CJTY's improvements.
6. ALTERATIONS. CITY shall not make, or cause to be made, any alterations to Property, or any part thereof, except as specified herein and in the attached exhibits witl1out CL WA 's prior written consent.
7. HAZARDOUS/TOXIC \71 ASTE. CLWA bas not. nor, to CLW/\ 's knowledge, has any third party used. generntecl, stured or clisposed of, or penT1itted the use, generatlon, storage or disposal of, any Hazardous Iv1menal (as defined below) on, under, about or w1t11in Prope::rty i11 violation of any 13,,,_, or regulation . CITY agrees that il shall nut use, generate , store or c! ispose of any Hazarcluus Matenal (as defined below) on, under , about O! withrn Prope1·ty in v10lation of any law 0 1 regulation. CITY agrees to defend and rnclernrnfy CL\\'A, to the exlenl srnted in I ! l \ ~ '
1 ' " \ j •: , i' ,:."
Section l I, againsl any and all losses, liabilities, claims or costs arising from any breacli of any warranty or agreernent contained in this Section. As usecl 111 this Section, "Hazardous .Material" means any substance, chemi cal or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local l11w or regulation (including petroleum and asbestos) . ·
8. SJGNS. CJTY shall not place any sign upon Prupe1ty except as specified herein ancl in the atlctched exhibits without CL WA 's prior written consent . CJTY shall pay for all costs of any approved signage and comply with all applicable sign codes and orclirwnccs.
9. ASS .IGNMENT. CJTY shall not assign this License or any interest therein. The CITY is authorized to issue temporary permits to allow for third paiiy use of the Property consistent with the events described in Section 2, provided the third pcllty meets the insurance requirements set fo1ih in Section l J .01, paragraph B, an cl agrees to defend and indemrnfy CL\VA, 1ls directors, officers, employees, agents, consultants , or volunteers . The indemnification provided to CLWA, its directors, officers, employees, agents, consultants, or volunteers shall be in sL1bstantially the same fom1 and scope as that provided under Section l 0 below.
10. INDEMNlFJCA TION.
l 0.01 Exculoation of CLW A: To the fullest extent permitted by law, CITY agrees that CL WA shall not be liable to CITY or its employees, agents, subtenctnts, or invitees or any other persons, or for their prope1iy, on any legal basis whatsoever , and CITY waives all claims against CLW A for damage to person or prope1iy arising for any reason or in any way with respect to this License Agreement. CUVA or its agents shall not be liable for interference with light, air, or for any latent defect i11 the Property.
l 0.02 Indemnification: ClTY at its own and sole expense shall to the fullest extent permitted by Jaw indemnify and bold harmless and defend CL WA, its directors, offlcers, employees, agents , consul tants, or volunteers, and each of them, from and against:
A. Any and all claims , demands , causes of action, damages, costs, expenses, losses or liabilities, in law or in equity, of every kind and nature whatsoever for, but not limited to, injury to or death of any person including CLWA and!or CITY, or any directors , officers, employees, agents , consultants, and/or vo!un!eers of CLWA or CfTY, and damages to or destructi on of prope1iy of any person, including but not firnitcd 10. CL W/'\ nnd/or CITY ctnd their directors, officers, employees, agents , consultanls , and/or volun1•;:ers, arising out of or in any manner directly or indirectly connected \N 1th this License, except to the exten t caused by the sole negligence or willful misconduct of CLWA or its directors , officers , employees, agents, consultants, and/or volunteers;
B. Any and all actions, proceedings, damages, costs, expenses, penalties or liabilities , in law or equity , of every kind or nature whatsoever , relating to the use of this License Agreement, or resulting from, or on account of the viohition of any governmental lctw or regulation , comp I iancc with vvhich is the rcsponsibi lity of CITY ; and C. .L\ny and all actions. proceedings , damages, cosls. expenses, penalties or liab1lities. in law or eq uity, of every kind or nature v,1lrntsocver, arising frorn any breach or i_ 11 \ (If .,I rl \ : I ( I. I ~ I ' \I i. \ \ 1' . 1 ( • l' -, '· , ); I I.': l ~ ; t· ii ' \ :p' l rn h·-.: : .. ' (;I { ,1
357
358
clefoul1 in the pcrfonna11Ce of any 0L1ligat1on of this L1cc:nsc /\grecrne11t un CfTY's part ro be performed under the terms of this License , 01 21nsing from any act or negligence of the CJTY, ur uf any ofl'icer, agent, employee. guest, or i'1w1tee of CJTY.
C:JTY :1grees to carry insurance for Lhis p1Jrpose <IS .~et ou1 in this License. (See SecLion l 1 of tlm License for insuranct specificat1011s and coverage.) CITY 's ublig ation to indenrnify, hold harmless and defend slrnll not be restn cLed to msurance proceeds, if any, recei ved by CLW,A. or its dirccwrs , officers, einpJuyees, agents, cunsullanls , and/or \'oluntcer s.
CJTY shall give prompt written notice to CL WA in case of casualty or acciden ts JD , on, or <1bout the Property. CITY, upon notice from CL\VA, shall defend CL\VA at CJTY 's expense by counsel reasonably satisfactory to CLWA.
I J. LNSURANCE.
J 1.01 Curnrncrcial Cicneral LiHl?ilitv and Automobile Li<1bil1tv lnsuran(~t;:: CITY shall provide and mamtain at its sole cost and expense, and shall keep in force during the License term, the following commercial general liability and automobile liability insurance , insuring tl1e CLWA and the CITY agains t any liability arising jn any way out of this License and/or the ownership, use, occupancy, and maintenance of the Property, and alJ areas appur lenant thereto, as follov,1s:
A. Coverage - Coverage for commercial general liability and automobile liability insunmce shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (Occunence Forni CG 0001)
2. Insurance Services Office Forni Number CA 0001 (ed 1 /87) covering Automobile Liability, Symbol 1 (any auto)
B. Limits - CJTY shall maintain limits no less than tl1e following:
J. General Liability - five million dol1ars ($5,000,000) per occurrence for death or bod ily injury, and/or persu.naJ injury to one pnson and Two million dollars ($2,000,000) per occurrence !"or property damage affecting one person. Ten million dollars ($10,000,000) per occune11ce for death or bodily injmy and/or personal injury tq more than one person and Two million clollars ($:?.,000,000) per occurrence for property damage Lo more lhan one person in any one occurrence. lf Commercial Cicneral Lwbility Insurance or other form with a gencnil <1ggregate limit is used, either the general aggregate limit shall apply to the License (with ISO CCJ 2501 or i11surer' s cquivcilent e.ndurserne111 provided to CLWAJ or the general aggregate limit shall be tv,1 ice the require.cl occurrence limit. .In tl1e event of use by a third party <1uthori1.,cd under ~1 pcnrnt issued by the CITY, the third party shall be required to provide CL\V.A with liability coverage in amounts equal tc1 Lliat provided to the City by the third pany . Urilcs5 waivec] !n wr iting by CL\V A, the liability insurance prnv1dccl by the third pany rnust comply with the requi red provi sions scl forth in Scctioi-i J J .01.C. below w1tl1 respect to ::ddiLional i1b u1 cd suius. '"''ai' tr uf subrogat ion , c:nd the primary al\Cl nonc untributing 1 • . • - . • · :· ·
._,
requirement.
2. A utomubile L1abililv - Ten million dollars ($ J 0,000,000) per accident for .ci ealh or bodily injury and/or personal injury and property dm1rngc, combined single limit.
C. Required Provisions - The general liability and automobile liability policies are to contain, DY ENDORSEMENT, the following provisions:
1. CL WA, its director, officers, employees, agents, consultants, and/or volunteers arc Lo be covered as insureds as respects: any liability arising in any way or on any legal theory out of this License hy the CITY; including liability with respect in any way to automobiles owned, leased, hired or borrowed by the CITY. The coverage shall contain no special limitations on the scope of protection afforded to CLWA, its directors, officers, employees, agents, consultants, and/or volunteers.
2. For any claims related to this License, the CITY's insurance shall be primary insurance as respects CL WA, its directors, officers, employees, agents, consultants, and/or volunteers. Any insurance, pooled coverage or self-insurance maintained by the CL\VA its directors, officers, employees, agents, consultants, and/or volunteers shall not contribute to it.
3. Any failure to comply with reporting or other provisions of the policies, including breaches of wanan ties, shall not affect coverage provided to tl1e CL\V A, its directors, officers, employees, agents, consultants, and/or volunteers.
4. The CITY's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to tbe limits of the insurer's liability.
5. CJTY's insurance shall cover all contractually assumed CITY liability obligations under Section JO oftbis License.
6. Each insurance policy shall specifically state that coverage shall not be suspended , voided, c:rnceled by either party, reduced in coverage or in lirnils except after thi1ty (30) dsys prior written notice by certified mail, return receipt requested, which has been actually and physically received by CUN A
Such liability insurance shall indemnif y the CJTY and its contractors against loss from liability imposed by law upon, or assumed under contract by, the CITY or its contractors for damages on account of such bodily injury (including death), property damage, personal injury and completed operations and products liability.
Such insurance shall be provided cm a policy form written by underwriters through an agency satisfactory to CLWA, which includes fl cross-liab 1 lity clause, and covers bodily injury (including death) 2tnd property daimige liability, owned and non-ownecl vehicles ancl equipment, blanket contructual liability and completed operations liability. ' ' " ..'.
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360
Such liability insurance shall include explosion , collapse, underground excavauon m1cl l'emoval of l2neral suppon. CL WA, ns directors, officers, employees, agents, consullants, and/or vulunteers shall be narneci as additiona l insureds on any such poJ 1c1es. Any adclJtional insured endorsement (ISO CG 2011 (JSO CC 2024 if land only) or equivalent) (modified to include provision C-6 above) and a certificate of insurance (Acco rd Form 25.S or equivalent), shall be provided lo CL WA.
The insurer shall w21ivc all ri gh ts of subrogalion ag21insl CL\:VA. CITY sh21ll provide CL WA with a certifi cate of insuran ce for property insurance coverage and evidence of waiver of rights of subrogation against CL\:V/\ and its directors, officers , employees, agents, consultants, and/o r volun teers.
D. Dedu ctibles and Self-ln sured Retentions - Any deductible or self-insured retention must be declarecl to and approved by CL WA. At tbe option of CL \VA, the insurer shall reduce or el iminate such ciecluctibles or sclf-msur ed retent.1011s.
E. Acceptability of lnsurcrs - Jl1Surance is to be pla ced by CITY with insurers havin g a cuJTent A . M. Best's rating of no less than A-:VII or equivalent, licensed to do business in the State of California, and authorized to write such insurance in the State of California.
l l .02 Prope 1ty DarnaQ.e: CITY shall at its own and sole expense obtain and keep in f'orce during the term or this License a policy or policies of insurance covering loss or damage to t:be Property and the improvements tl1ereon, in the amount of the full replacement va lue thereof providing protection against all perils including within the classification of fire, extended overage, vandalism, 1nalicious rnischief and special extended perils (al I risk). The aforesaid policies shall narne both the C'L WA and CITY as insureds. CITY shall provide the CLW A with a ('.crt1fied copy of the aforesaid policies. lf CITY shall fail to procure and maintain said insurnncc, CLWA may, but at the expense or the CITY, obtain sucb insurance.
CJTY's property insurance covering all risks of direct phys.i cal loss, damage or destruction to real and personal property shall include explosion, collapse, underground excavation and rernova l of latera l support. CL WA shall be named as an additional primary insured on any such policy.
The insurer shall \vaive all rights of subrogation :1 gr1inst CL WA.. CJTY shall provide CLWA with a cc:rtificatc of insurance for property insuran ce coverage und evidence of waiver of rights o[ subrogat1un agamst CL \VA and its directors, (dI1 ea~; . c rnpl11y,~ cs , agents, consultants, and/or volunteers.
11 03 CJTY's Blanket Jnsurnncc : Notw1thsta11ding anything to the conlra1-y contained withrn this Section, Cl TY' s obligations to carry tl1e insurance provided for hc1-ern may be brough i w1 1iiin the coverage of ~1 so-ca lled blankei policy or policies of insuranc e earned and maintained by CTI Y, provided , however, tha1 CL\VA shall be named as an additional insu1·ed thereunder as its inte rest may appea1 and that the cove rage afforded the CL \VA wi ll not be reduced or clirnmish::»cl by reason of the use of such blanket 1miicy of rnsurn nc:e, and provided rurther that all the rc:qu1remem:o m1cl spcc1fic:atiom set fortli hc1·ein are il' every 1·espec1 otherwise ; I • \ ; I ..... ,,·. ; , ' I • •! •· I ',, . . t·
satisfied _
J J .04 Notice of CancellHtion: CJTY agrees that 011 or before rwenty (20) days prior to expira11on of any insurance policy, CJTY will deliver to CL\VA written notrfication in the form of a receipt or other similar document from the applicable insurance company that said policy or policies have been renewed, or deliver certificates of coverage from another rnsmance company, meeting the requirements of this Section 13.
l J .05 Workers' Compensation: CITY and CLWA, for their respective employees, if any, on tl1e Property of the park, shall cany adequate Workers' Compensation Insurance in 21ccordance with tlic laws of tlie State of California. By its signature hereunder, CJTY certifies that it is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to unde1iake self-insurance m accordance with the provisions of that Code, and CJTY agrees to and will comply with such provisions in connection with any work performed on the Property. Any persons providing services with or on behalf of CITY shall be covered by workers' compensation (or qualified self insurance).
CITY and its contractors shall cover or insure under the applicable laws relating to workers' compensstion insurance, a!l of their respective employees working on or about the Property, regardless of wbetl1er such coverage or insurance is mandatory or merely elective under the law, and CITY shall defend, protect and save harmless CLWA, its directors, officers, employees, agents, consultants, and/or volunteers from and against all claims, suits, and actions arising from any failure of the CJTY or any contractor hired by the CITY lo maintain such insurance. Before execution of the License, CITY sbnll furnish to CL.WA satisfactory proof that it has taken out full workers' compensation for all persons employed ctirectly by it or through contractors hired by CITY to carry out any wnrk in any way conoerni ng the Properly. all in accordance with the "Workers' Compensation and Insurance Act," Division TV of the Labor Code of the State of California, and any Acts amendato1y thereof.
CITY shall provide employer's liability insurance in the amount of, at least, $1,000,000 per accident for bodily injury and disease .
CITY shall provide CLWA with a certificate of Workers' Compensation and Employer's liability insurance coverage.
1 J .06 Evidences of lnsurance: Prior to execution of the License, CITY shall file with CL WA evidences of insurance, including originals of all required insurance policy endorsements, from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 2011 or 2024 (or insurer's equivalent) !'t.l!ned bv !he insurer's 1·enrt'$e;'llative and certificate of insurance (.A.ccmd Form 25-S or equivalent). All evidence of insurance shall be certified by a properly autl1or1zecl officer, agent or qualified representative of the insurer and shall certify the nmnes ancllor capacities of the insured, and <1dditional insureds, the type and amount of the insurance, the location and operations to \vhich the insurance applies, and the expiration date.
CITY shall. upon demand of CL\VA, deliver rn CL\VA all such policy or policies of ' . I i •I 1:;!1:,: 1_ l.! 1 \ ~ : 1 : , \', . ! I. \:' ·~~''· ·,:1 l.~·1 :1'. :il :
'. :.: l.l! <_l liC " 1 i·!!!
361
362
1nsunnH.:e uncl the receipts for payrnenl of prcirnurns thereon : and should ClTY neglect w obtain and maintai11 in for-cc any such msun1nce or deliver such poli cy ur policies and receipts to CLWA. tl1C1.l it is agreed that CLWA may (but has no obligation Lo) obt<1in a11d maintc1in such insu r;:rnce, and CITY hereby appoints CLWA 1'.~ tnie a11cl lawful attorncy-in-f<lct to do all tbings necessary f'o r this pu1vosc. All money prnd by CL WA fm 111surance premiums under the provision of this seciion shal I be cl1c1rgcd 10 CJTY <1s aclclit1onal rent.
CITY and CLWA agree that CLWA's rcccipl of' insun111ce clucumenls from CJTY or its insu rers does not constitute CL WA 's agreernent that such 111sura11ce documents are sufflcienr under this License, and that CJTY is fully responsible for supplyi11g insurance documents and covcnige in complinnce witb the requirements or this License. 12 COMPLJANCE \VITI-I LAW. CJTY shall, at its sole cost allcl expense, comply with <111 of the requirements of all federal, state, and local authonties now in force, or which may hereafter he in force, pertaining to Property and ::;hall faithfully obsnve in the use or· Property all appliu1ble law s. The j udgment of any coui1: of competent _1unsclictio11, or the c\dmission of ClTY in any action or proceeding against ClTY, whether CL WA be a party thereto or not, that CITY has violated any such ordinance or sl<1tute in the use of Property shall be conclusive of that fact as between CL \VA and CITY.
13. BREACH. The violation of' any of the provisions of this License shall constitute a breach of this License by CITY, and in such event said License shall automatically cease and te1111inate.
14. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License slrnll not constitute a waiver of any further breach of the same or other Lerrn of this License
15. ENTRY BY CL\VA AND PUBLIC. This License docs not convey any property interest Lo Cl TY. Except for areas restricted because of safety cone.ems, CLW A shall have vnrestncted access upon Property for· all 1aV11ful acts.
16. INSOL \'ENCY; RECEIVER. Either the apporntrncnt of a receiver to take possession uf all or substantially all of the assets of C!TY, or a general assignment by the ClTY for the benefit uf creditors, or any action taken or offered by CTTY ut1clcr any insolvency or bankruptcy action, shall cons1 1t.ule a brc<1cb of this Liccnse by ClTY, and in such event said License shall automatically cease and terminate .
l 7. NOTICE,S. Cxce:·pt as otherwise expressly pro viclt:cl by 1aw, all notices or other conmrnrncznions required or permit ted by tl1i~; Licc11sc or by law to be served on or given to either p~1ny io this License by the other p<1ny sha11 he in \Vritmg. and slrnll be deemed servt~d when personally cl cliverecl to lhc party Lo whom Lhey are clirectecl. or in lieu of' the personal :'ervice, upon deposit in the l.'.nitccl Slates 111ail. cer tified r1r rcg.1sle1ecl mail , rclL1n1 receipt rcqu<::stccl. 1wstc1gc prcp~ncl, <1cld1·csscd lo
•.;. ·1 •·
CL\VA al:
Cll:;ra1c L<1kc Wmer /\gency
27~:14 L3ouquet C-11iy<m Rei:1d
I .
Santa Clarita, California 9 J 350
Attn: Brian Folsom
or to CJTY at:
City of Santa Clarita
23920 Valencia Boulevard, Suite
J 20 Santa Clarita, CA 9 J 355
Attn: Rick Gould
Either party may change its address for the purpose of this Section by giving written notice of the change to the otl1er party.
18. ACCEPTANCE OF FACSJMILE SIGNATURES. The Pmiies agree that agreements ancillary to this License and related documents to be entered into in connection with this License shall be considered signed when the signature of a pmty is delivered by facsimile transmission. Such facsimile signature shall be treated in all respects as having the same effect as an original signature.
19. GOVERNING LAW. This License has been made in and shall be construed in accordance with the laws of the State of California and exclusive venue for any action involving this License shall be in Los Angeles County.
20. PARTIAL JNV ALIDITY. Should any provision of this License be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this License shall remain in effect, unimpaired by the holding.
21. INTEGRATION. This instrument and its Attachments constitute the sole agreement between CL WA and CITY respecting Property, the use of Property by CJTY, and the specified License tern1, and conectly sets forth the obligations of CL WA and CITY. Any agreement or representations respecting Propeny or its licensing by CLWA to CITY not expressly set forth in this instrument are void.
22. CONSTRUCTION. The language of each pa1i of this License shall be construed simply and according to its fair meaning, and this License shall never be construed either for or against either party.
23. AUTHORJTY/MODIF1CATJON. The Parties represent and wammt that all necessary action has been Laken by the Parties to authorize the undersigned to execute this License and to engage m the actions described herein. This License may be modified only by written agreement.
24. CONFLICT OF INTEREST. CITY shall comply with all conflict of interest laws alld regulations including.
25. COUNTERPARTS. This License may be executed in any number or counteq1arts, each of wb1cl1 shall be an original, but all of v,1hich together shall constitute one instrument executed on the same date.
1; \ n ; ... 1·=t.1 .. !<ir1\.: ( \ \\ ,\ l. H 1. .-" L! r1.·.·n: i•\ " . : ' l '.. j ; 1 i.· ~· ; 1• ! ~ : )
363
364
1N WITNESS WHEREOF, the pa1iies hereto have executed this contract the day and year first hereinabovc written.
FORCLWA: l DAN MASNADA, G i'NL HAL MANAGE!
:¢ By:c:-::=----t: ' · ~ ~ -/~, ~·
Date: ~__.__( o __ _
APPROVED AS TO FORM:
MCCORMICK, KIDMAN & BEHRENS, LLP
I .
tJ.2'-::,,:;ie.-t:"ur·c/dd.4::.~ -.:-~~ By:
Date;
FOR CITY OF SANT A CLARITA:
KENNETH ~MP, CITY MANAGER
By:dt:d
City Ma~ager I'
1,/z_7 /JC/ Date: -------17-'----- - ---
ATTES~;~ ., :J
By: ';iJAlCtL1~ ~v f.-.,.
Date;
By:
Date:
City Clerk
1 c/1/111
I I._/'
City AHoH1t:y /
,:;l~t/~---, /( ¥· '/. {/
C 11 y ofS:!OC•! CJ :i ; 1t:! Cl.\l.'/, Li.:.L" nsc Ag r ~i:mc n! Sep!~mbcr 20 IO
··-· _./
EXHIBIT "A"
LEGAL DESCRIPTION
EASEMENTS FOR PUBLIC USE AND TRAIL PURPOSES
IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA BEING 16.00 FOOT WIDE EASEMENTS FOR PUBLIC USE AND TRAIL PURPOSES TO THE CITY OF SANT A
CLARITA IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, UPON, OVER, AND ACROSS PORTIONS OF THE RANCHO SAN FRANCISCO PER MAP FfLED IN BOOK 1 PAGES 521 AND522 OF PATENTS, RECORDS OF SAID COUNTY, LYING 8.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINES:
.TRAIL 1
COMMENCING AT THE NORTHWESTERLY CORNER OF LOT 6 AS SHOWN ON MAP OF TRACT NO. 53425-01 FILED IN BOOK 1325 PAGES 1 THROUGH 15, INCLUSIVE, OF MAPS, RECORDS OF SAID
COUNTY, SAID CORNER ALSO BEING IN THE SOUTHERLY LINE OF THE LAND DEEDED TO THE CITY OF LOS ANGELES BY DEED RECORDED AUGUST 2, 1951, AS INSTRUMENT NO. 1714 IN BOOK 36908 PAGE 383 OF OFFICIAL RECORDS AND AS SHOWN ON THE RECORD OF SURVEY PILED IN BOOK 121 PAGES 44 THROUGH 47, INCLUSIVE, OF RECORDS OF SURVEY, BOTH RECORDS OF SAID COUNTY;
1. THENCE NORTH 71°04'31" EAST, ACROSS SAID CITY OF LOS ANGELES LANDS, 1,343.13 FEET TO THE POINT OF BEGINNING OF SAID CENTERLINE;
2. THENCE NORTH 22°42'01" WEST 31.24 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE EAST AND HA YING A RADIUS OF 100.00 FEET;
3. THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 21°32'43" AND AN ARC LENGTH OF 37.60 FEET;
4. THENCE ON A TANGENT BEARING NORTH 01°09'18" WEST 74.22 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE WEST AND HA VTNG A RADIUS OF 100.00 FEET;
5. THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13°24'09" AND AN ARC LENGTH OF 23.39 FEil'fi
6. THENCE ON A TANGENT BEARING NORTH 14°33'27" WEST 119.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 75.00 FEET;
7. THENCE NORTHERLY AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46°51'03" AND AN ARC LENGTH OF 61.33 FEET;
8. THENCE ON A TANGENT BEARING NORTH 32°17'36" EAST 42.65 FETIT TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 50.00 FEET;
9. THENCE NORTHEASTERLY, NORTHERLY, AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89°35'11'' AND AN ARC LENGTH OF 78.18 FEET;
10. THENCE ON A TANGENT BEARING NORTH 57°17'35" WEST 92.92 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE EAST AND HAVING A RADIUS OF 75.00 FEET;
11. THENCE NORTHWESTERLY, NORTHERLY, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 88°27'20" AND AN ARC LENGTH OF 115.79 FEET;
12. THENCE ON A TANGENT BEARING NORTH 31°09'46" EAST 69.28 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE NORTHWEST AND HAVING A RADIUS OF 50.00 FEET;
13. THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13°38'13" AND AN ARC LENGTH OF ll.90 FEET TO A POINT ON CURVE DESIGNATED AS POINT "A", FROM WHICH A RADIAL LINE TO TI-IE CENTER OF CURVE BEARS NORTH 72°28'27" WEST;
14. THENCE CONTINUING NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19°30'45" AND AN ARC LENGTH OF 17.03 FEET;
15. THENCE ON A TANGENT BEARING NORTH 01°59'12" WEST 36.27 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE SOUTHEAST AND HAVING A RADIUS OF 75.00 FEET; 365
366
16. THENCE NORTHWESTERLY, NORTHERLY, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 63°44'05" AND AN ARC LENGTH OF 83.43 FEET;
17. THENCE ON A TANGENT BEARING NORTH 61°44'53" EAST 47.55 FEET TO THE BEGINNING Of A TANGENT CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 75.00 FEET;
18. THENCE NORTHEASTERLY, NORTHERLY, AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77°44'29" AND AN ARC LENGTH OF 101.70 PEET;
19. THENCE ON A TANGENT BEARING NORTH 15°56'35" WEST 137.87 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE EAST AND HAVING A RADIUS OF 50.00 FEET;
20. THENCE NORTHWESTERLY, NORTHERLY; AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 42°10'30 AND AN ARC LENGTH OF 36.80 FEET TO A POINT OF
REVERSE CURVATURE, SAID CURVE BEING CONCA VE TO THE WEST AND HAVING A RADIUS OF
50.00FEET, FROM SAID POINT A RADIAL LINE TO THE CENTER OF CURVE BEARS NORTH 63°46'06" WEST;
21. THENCE NORTHEASTERLY, NORTHERLY, AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60°31'09" AND AN ARC LENGTH OF 52.81 FEET;
22. THENCE ON A TANGENT BEARING NOI\TH 34°17'14" WEST 24.69 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE EAST ANO HAVING A RADIUS OF 50.00 FEET;
23. THENCE NORTHWESTERLY, NORTHERLY, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 36°50'13" AND AN ARC LENGTH OF 32.15 FEET;
24. THENCE ON A TANGENT BEARING NORTH 02°32'59" EAST 32.85 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE WEST AND HAVING A RADIUS OF 100.00 PEET;
25. TI IENCE NORTHEASTERLY, NORTHERLY, AND NORTHWJJSTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 20°43'34" AND AN ARC LENGTH OF 36.17 PEET;
26. THENCE ON AT ANGENT BEARING NORTH 18°10'34" WEST 111.52 FEET;
27. THENCE NORTH 67°01 '13" WEST 48.03 FEET TO A POINT FROM WHICH THE MOST NORTHEASTERLY CORNER OF LOT 4 OF SAID TRACT NO. 53425-01 BEARS SOUTH 71°12'19" WEST 1865.80 FEET, SAID POINT ALSO BEING THE END OF TRAIL 1.
IRML2
BEGINNING AT POINT" A" AS DESCRIBED IN COURSE NO. 13 OF TRAIL 1 ABOVE;
1. THENCE SOUTH 55°39'41" WEST 78.59 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE NORTH AND HA V!NG A RJ\DlUS OF 10.00 FEET;
2. THENCE SOUTHVVESTERLY, WESTERLY, AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 67°31'02" AND AN ARC LENGTH OF 11.78 FEET;
3. THENCE ON A TANGENT BEARING NORTH 56°49'18" WEST 23.69 PEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 40.00 FEET;
4. THENCE NORTHWESTERLY , WESTERLY, AND SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 108°51'02" AND AN ARC LENGTH OF 75.99 FEET;
5. THENCE ON A TANGENT BEARING SOUTH 14°19'40" WEST 20.12 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 100.00 FEET;
6. THENCE SOUTHWESTERLY, SOUTHERLY, AND SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE Of 30°15'03" AND AN ARC LENGTH OF 52.80 FEET;
7. THENCE ON A TANGENT BEARING SOUTH 15°55'22" EAST 106.81 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE WEST AND HAVING A RADIUS Of 50.00 FEET;
8. THENCE SOUTHEASTERLY, SOUTHERLY, ANO SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 40°38'45" AND AN ARC LENGTH OF 35.47 PEET TO A POINT OF
REVERSE CURVATURE, SAID CURVE BEING CONCA VE TO THE SOUTHEAST AND HAVING A RADIUS OF 300.00FEET, FROM SAlD POINT A RADIAL LINE TO THE CENTER OF CURVE BEARS SOUTH 65°16'37" EAST;
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9. THENCE SOUTHWESTERLY AND SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30°38'55" AND AN ARC LENGTH OF 160.48 FEET TO A POINT OF REVERSE CURVATURE, SAID CURVE BEING CONCA VE TO THE NORTHWEST AND HA YING A RADIUS OF 20.00FEET, FROM SAID POINT A RADIAL LINE TO THE CENTER OF CURVE BEARS SOUTH 84°04'28" WEST;
10. THENCE SOUTHERLY, SOUTHWESTERLY, WESTERLY, AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 130°28'38" AND AN ARC LENGTH OF 45.55 FEET;
11. THENCE ON A TAN GENT BEARING NORTH 55°26'54" WEST 91.46 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE SOUTHWEST AND HAVING A RADIUS OF 300.00 FEET;
12. THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 20°55'34" AND AN ARC LENGTH OF 109.57 FEET;
13. THENCE ON A TANGENT BEARING NORTH 76°22'28" WEST 102.59 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE NORTHEAST AND HA VlNG A RADIUS OF 50.00 FEET;
14. THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 32°27'26" AND AN ARC LENGTH or 38.32 FEET;
15. THENCE ON AT ANGENT BEARING NORTH 43°55'02" WEST 62.16 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE SOUTHWEST AND HA YING A RADIUS OF 200.00 FEET;
16. THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19°14'31" AND AN ARC LENGTH OF 67.17 FEET;
17. THENCE ON AT ANGENT BEARING NORTH 63°09'33" WEST 182.22 FEET;
18. THENCE NORTH 12°47'50" EAST 302.91 FEET TO A POINT FROM WHICH THE MOST NORTHEASTERLY CORNER OF LOT 4 OF SAID TRACT NO . 53425-01 BEARS NORTH 78°43'55" WEST 1,066.58 FEET, SAID POINT ALSO BEING THE END OF TRAIL 2.
IR.AIL..~
BEGINNING AT THE POINT OF BEGINNING OF TRAIL 1 ABOVE;
1. THENCE SOUTH 34°39'33" WEST 105.81 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE NORTHWEST AND HAVING A RADIUS OF 250.00 FEET;
2. THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26°03'54" AND AN ARC LENGTH OF 113.73 FEET TO A POINT ON CURVE DESIGNATED AS POINT "B", FROM WHICH A RADIAL LINE TO THE CENTER OF CUR VE BEARS NORTH 29°16'33" WEST;
3. THENCE CONTINUING SOUTHWESTERLY AND WESTERLY ALONG SAID CURVE TI-fROUG H A CENTRAL ANGLE OF 35°01'15" AND AN ARC LENGTH OF 152.81 FEET; 1J. THENCE ON A TANGENT BEARING NORTH 84°15'19" WEST 309.80 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE SOUTHEAST AND HAVING A RADIUS OF 350.00 FEET;
5. THENCE WESTERLY AND SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 47°53'45" AND AN ARC LENGTH OF 292.58 FEET TO POINT "C" FROM WHICH THE NORTHWESTERLY CORNER OF LOT 6 OF SAID TRACT NO. 53425-01 BEARS SOUTH 66°51 '57" WEST 440.72 FEET, SAID POINT ALSO BEING THE END OF TRAIL 3.
TRAIL4 .
BEGINNING AT POINT " B" AS DESCRIBED IN COURSE NO. 2 OF TRAIL 3 ABOVE;
1. THENCE SOUTH 17°42'20" EAST 406.12 FEET TO A POINT DESIGNATED AS POINT "D";
2. THENCE SOUTH 14°01'28" EAST 56.41 FEET, MORE OE LESS, TO A POINT ON THE NORTHERLY LINE OF LOT 6 or SAID TRACT NO. 53425-01 AND ON THE SOUTHERLY LINE OF SAID CITY OF LOS ANGELES LANDS, FROM WHICH THE NORTHWESTERLY CORNER OF SAfD LOT 6 BEARS NORTH 81°55'06" WEST 1,280.62 FEET, SAID POINT ALSO BEING THE END OF TRAIL 4.
THE SIDEUNES OF TRAIL 4 SHALL BE LENGTHENED OR SHORTENED TO TERMINATE AT SAID NORTHERLY LfNE.
367
368
TRAIL 5
BEGINNING AT POINT "D" AS DESCRIBED IN COURSE NO. 1 OF TRAIL 4 ABOVE;
1. THENCE SOUTH 54°33'01" WEST 30.26 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE NORTH AND HA YING A RADIUS OF 50.00 FEET;
2. THENCE SOUTHWESTERLY, WESTERLY, AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89°08'18" AND AN ARC LENGTH OF 77.79 FEET;
3. THENCE ON AT ANGENT BEARING NORTH 36°18'42" WEST 77.55 FEET TO THE BEGlNNJNG Of A TANGENT CURVE CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 50.00 FEET;
4. THENCE NORTH.WESTERLY, WESTERLY, AND SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 103°58'55" AND AN ARC LENGTH OF 90.91 FEET TO A POINT OF REVERSE
CURVATURE, SAID CURVE BEING CONCA VE TO THE NORTHWEST AND HAVING A RADIUS OF 150.00FEET, FROM SAID POINT A RADIAL LINE TO THE CENTER OF CURVE BEARS NORTII 50°17'37" WEST;
5. THENCE SOUTHWESTERLY, WESTERLY, AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59°59'07" AND AN ARC LENGTH OF 157.04 FEET;
6. THENCE ON A TANGENT BEARING NORTH 80°18'30" WEST 297.01 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 50.00 FEET;
7. THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 44°00'50" AND AN ARC LENGTH OF 38.41 FEET;
8. THENCE ON A TANGENT BEARING NORTH 36°17'40" WEST 53.75 FEET TO THE BEGINNING OF A TANGENT CURVE CONCA VE TO THE SOUTHWEST AND HAVING A RADIUS OF 200.00 FEET;
9. THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19°25'01" AND AN ARC LENGTH OF 67.78 FEET TO A POINT OF REVERSE CURVATURE, SAID CURVE BEING CONCA VE TO THE NORTHEAST AND HA YING A RADIUS OF 200.00FEET, FROM SAID POINT A RADIAL LINE TO THE CENTER OF CURVE BEARS NORTH 34°17'20 " EAST;
10. THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 44°25'35" AND AN ARC LENGTH OF 155.08 FEET;
11. THENCE ON A TANGENT BEARING NORTH 11°17'05" WEST 6.24 f'EET TO POINT "C" AS DESCRlBED IN COURSE NO. 5 OF TRAIL 3 ABOVE , SAID POINT ALSO BEING THE END OF TRAIL 5.
TRACT NO. 27994 FILED IN BOOK 722 PAGES 87 THROUGH 90, INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY lS THE BASIS OF BEARINGS FOR THESE LEGAL DESCRIPTIONS.
DA TED MAY 19, 2011
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EXHIBIT "B"
EASEMENTS FOR PUBLIC USE AND TRAIL PURPOSES
IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA NORTHEASTERLY CORNER OFLOT 4, ~0 ,/
TRACT NO. 53425-01 ~ ~~
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CITY OF LOS ANGELES LANDS
PER INSTRUMENT NO. 1714, AUGUST 2, 1951
NORTHWESTERLY CORNER OF LOT 6,
TRACT NO. 5a425-01
NOTTO SCALE
@ INDICATES TRAIL NUMBER AND CORRESPONDS TO DESCRIPTIONS ON EXHIBIT "A"
LORIN JAMES JORDAN, PLS
SENIOR ENGINEER-LAND SURVEYOR
CITY OF SANTA CLARITA
DATED: MAY 19, 2011
55396.00018\34304595.1
This License Agreement (“Agreement”) For Exercise And Access St airs is made as of _________________ (“Effective Date”), by and between the Santa Clarita Valley Water Agency (“Licensor”) and the City of Santa Clarita (“Licensee”).
RECITALS
A. Licensor is the owner of the real property identified and des cribed in Exhibit “A,” attached hereto and incorporated herein by reference (the “Property”).
B. Licensee would like to install an exercise and access stairs (“Stairs”) within the Property to be located in the area depicted in Exhibit “A.”
NOW, THEREFORE, the parties agree as follows:
1. License. Licensor hereby grants to Licensee, its employees, agents, contractors and invitees, which includes the ge neral public, a non-exclusive li cense and right to enter upon and over the Property (“License”) for the so le purpose of installing, mainta ining and using the Stairs and related lighting improvements and for no other purpose (“Activities”). In connection with t he installation and use of the Stairs, Licensor and Licensee acknowledge that it wi ll be necessary for plans to be prepared regarding the design and location of lighting and electrical services. Plans for the design and location of the lighting and electrical services are not yet finalized. Li censor and Licensee agree to cooperate with one another in formulating and completing mutually satisfactory plans for the lighting and electrical services. Upon completion, the lighting and el ectrical services will be installed in accordance with the approved plans. Licensee shall be solely responsible for all c osts and expenses relating to the Activities as contemplated in this Agreement. The License and this Agreement are independent of the Central Park Sports Facility Ground Lease between City and the Agency made J anuary 2, 1997 and its amendments (the “Ground Lease”).
2. No Interest in Land Grante d. Nothing herein shall be deemed to grant to Licensee any fee interest, leasehold, easement, o r other possessory interest in the Property, or any portion thereof, or any exclusive right or special status to negotiate or purchase. Th is Agreement grants a limited license upon specified terms and no more.
3. Term. This Agreement shall be effective upon the date specified above when both parties have executed this Agreement and shall terminate at midnight on January 1, 2038. The term of this Agreement shall run concurren tly with the term of the Ground Le ase, and a renewal of the term of the Ground Lease shall be a corresponding renewal of the term of this Agreement.
4. Conditions for Entry Onto Prope rty. The Property shall be entered upon by Licensee and its invitees, which includes the general public, for the Activi ties and for no other purpose. Such entry shall not unreasonably interfere with Licensor’s ownership or u se of the Property. All existing improvements located on the Prope rty are to be protected in pla ce, unless otherwise agreed to by the Licensor. Licensee shall be subject to the following terms and conditions:
a. Licensor makes no representati on, covenant, warranty or promise that the Property is fit for any particular use, including the use for which the License is granted and Licensee is not relying on any such representation, covenant, warranty or promise and accepts the Property in its “as is” condition. /HDVH$PHQGPHQW1R([KLELW'
LICENSE AGREEMENT FOR EXERCISE AND ACCESS STAIRS
55396.00018\34304595.1
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b. Licensee shall conduct the Ac tivities in compliance with all applicable federal, state and local laws.
c. At the completion of the Activities and/or the revocation of the License, Licensee will restore the Property to its original condition prior to this Agreement. d. Licensee shall not permit to be placed against the Property, or any part thereof, any design professionals’, mechanics’ , materialmen’s, contractors’ or subcontractors’ liens with regard to Licensee’s actions on the Property. Licensee agrees to hold Li censor harmless for any loss or expense, including reasonable attorneys’ fees and costs, arising from an y such liens which might be filed against the Property.
5. Notice. Prior to entering the Property for the installation and maintenance of the Stairs, Licensee shall provide Licensor with forty eight (48) hours adv anced written notice at the address stated in Section 13.
6. Prohibition of Digging. Unle ss permitted in writing by Licen sor, Licensee is prohibited from taking samples or digging on the Property. Licensee shall indicate in writing the scope of any intended tests requiring digging 48 hours prior to entry onto t he Property for Licensor’s review and approval. All results and findings of such permitted tests shall be made available for Licensor’s at no cost.
7. [INTENTIONALY LEFT BLANK]
8. Indemnification. Except as to sole gross negligence or willf ul misconduct of the Licensor, Licensee agrees to indemnify, defend (with counsel approved by Licensor) and hold the Licensor, its officers, officials, agents and employees, harmless from and against all claims, damages, losses, liability, cost or expense, including defen se costs and attorney’s fees, i ncluding, but not limited to, bodily injury, death, personal injury or propert y damage, which arise out of o r are in any way connected with the performance of the Activities by the Licensee, its officers, of ficials, agents, employees, and contractors, under the License and this Agreement, and the use of the Stairs and related improvements by its invitees, which includes the general public. Licensee shall also be responsible for any attorneys’ fees the Licensor incurs in the event the Licensor has to file any action in conn ection with this Agreement. The parties expressly agree that any paymen t, attorney’s fees, costs or exp enses Licensor incurs or makes to or on behalf of an injured employee under the Licensor’s workers’ com pensation insurance coverage shall be included as a loss, expense or cost for the purpose of this Sec tion, and that this Section shall survive the expiration or early termination of this Agreement.
9. Insurance. Prior to Licensor' s execution of this Agreement, Licensee shall provide to Licensor a certificate of insurance showing that Licensee is in sured for commercial and general liability insurance, automobile liability insurance and professional liab ility insurance with minimum limits as follows: commercial and general liability insurance policies s hall cover both bodily injury (including death) and property damage (including, but not limited to, prem ises operations liability, products- completed operations liability, independent contractor’s liability, personal injury liability, and contractual liability) in an amount not less than $2,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000, unless otherwise approved or reduced by the Licensor in writing. Licensee’s automobile liability policy shall cover both bodily injury and property damage in an amount not less than $2,000,000 per occurrence unless otherwise approved or reduced by Licensor in writing. Licensee shall procure and maintain, and require its subcontractors to procure and maintain, for a period of five (5) years following completion of the Activities, errors and omissions li ability insurance appropriate to their
55396.00018\34304595.1
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profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. These minimum amounts of cov erage shall not constitute any limitation or cap on Licensee’s indemnifi cation obligations hereunder. Pr ior to Licensor's execution of this Agreement, copies of insurance po licies or original certificate s and additional insured endorsements evidencing the coverage required by this Agreement, for both co mmercial and general and automobile liability insurance, shall be filed with Licensor and shall include Licensor and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial and general and automobile liability insurance policies, but shall include the following provisions:
a. It is agreed that the Licensor, and its officers, employees a nd agents, shall be added as additional insureds under this policy and each policy shall contain a waiver of the insurer’s right of subrogation against the Licensor.
b. The policies shall not be canceled unless thirty (30) days pr ior written notification of intended cancellation has been given to Licensor by certified or registered mail, postage prepaid. c. The policies shall apply on a primary non-contributing basis in relation to any insurance or self-insurance available or applicable to the Licensor.
The Licensor, its officers, officials, employees and agents make no representation that the types or limits of insurance specified to be carried by Licensee pursuant to th is Agreement are adequate to protect Licensee. If Licensee believes that any required insurance cov erage is inadequate, it shall obtain such additional insurance coverage, as it deem adequate, at its sole expense.
10. Hazardous Substances Indemnity. Licensee expressly agrees t o and shall indemnify, defend (with counsel approved by Licensor), release and hold th e Licensor, its officers, officials, agents and employees harmless from and against any liability, loss, fi ne, penalty, fee, charge, lien, judgment, damage, entry, claim, cause of action, suit, proceeding (whethe r legal or administr ative), remediation, response, removal, or clean-up a nd all costs and expenses assoc iated therewith, and all other costs and expenses (including, but not limited to, attorneys’ fees, expert fees, and court costs) in any way related to the disposal, treatment, transportation, manufacture, or use of any Hazardous Substances on, in, under, or about the Property by Licensee, o r its respective officers, dir ectors, agents, subcontractors, servants, employees or developers, or by any other third party acting under the control or request of Licensee, or by the general public, other than t he Licensor and its respective officers, agents, servants, employees or developers. This indemnity, defe nse and hold harmless obligati on shall survive the expiration or termination of this Agreement.
11. Hazardous Substances Defined. Hazardous Substances shall me an any (a) substance, product, waste or other material o f any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to CERCLA, 42 U.S.C. § 9601, et seq.; The Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recov ery Act, 42 U.S.C. § 6901, et seq. (“RCRA”); The Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; The Clean Water Act, 33 U.S.C. § 1251, et seq.; The Hazardous Waste Control Act, California Hea lth and Safety Code (“H. & S.C.”) § 25100, et seq.; the Hazardous Substance Account Act, H. & S.C. § 25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H. & S.C. § 25249.5, et seq.; Underground Storage of Hazardous Substances H.& S.C. § 25280, et seq.; the Carpenter-P resley-Tanner Hazardous Substance Account Act (H & S.C. § 25300 et seq.); The Hazardous Waste Management Act, H. & S.C. §§ 25170.1, et seq.; Hazardous Materials Res ponse Plans and Inventory H. & S.C. § 25001 et seq.; or the Porter-
55396.00018\34304595.1
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Cologne Water Quality Control Act, Water Code § 13000, et seq., all as amended, or any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or st andards of conduct concerning, a ny hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect, (b) any substance, product, waste or other material of any nature whatsoever which may give rise to liabil ity under any of the above statutes, (c) petroleum, crude oil or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons other than petroleu m and petroleum products contai ned within regularly operated motor vehicles, and (d) polychlorinated biphenyls (PCB), radon gas, urea-formaldehyde, asbestos and lead.
12. Venue and Attorneys' Fees. Any action at law or in equity b rought by either party for the purpose of enforcing a right or rights provided for by the Lice nse and this Agreement shall be tried in a court of competent jurisdiction in the County of Los Angeles, S tate of California, and the parties hereby waive all provisions of law proving for a change of venue in such proceedings to any other county. In the event either party shall bring suit to enforce any term of this Agreement or to recover any damage for and on account of the breach of any te rm or condition of this Agree ment, it is mutually agreed that the prevailing party in such action sh all recover all costs thereof , including reasonable attorneys' fees, to be set by the court in such action.
13. Notices. Service of any notices, bills, invoices or other d ocuments required or permitted under this Agreement shall be sufficient if sent by one party t o the other by United States mail, postage prepaid and addressed as follows:
To Licensor: Santa Clar ita Valley Water Agency
Attn: Matt Stone
27234 Bouquet Canyon Rd.
Santa Clarita, California 91350
Telephone: (661) 513-1211
Email: [email protected]
To Licensee: The City of Santa Clarita
Attn: Ken Striplin
23920 Valencia Blvd.
Santa Clarita, CA 91355
Email: [email protected]
14. Assignment. It is mutually understood and agreed that the L icense and this Agreement are personal to Licensee and shall be binding upon Licensee and its successors and may not be assigned or transferred in any way without t he prior written consent of the Licensor. Any transfer shall be void and of no effect.
15. Authority. The individuals executing this Agreement each re present and warrant that they have the legal power, right and actual authority to bind their respective entities to the terms and conditions hereof and thereof.
55396.00018\34304595.1
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16. Severability. Each provision, term, condition, covenant, an d/or restriction, in whole and in part, in this Agreement shall be considered severable. In t he event any provision, term, condition, covenant, and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or par t thereof shall be severed from this Agreement and shall not affect a ny other provision, term, condi tion, covenant, and/or restriction, of this Agreement and the remainder of the Agreement shall continue in full force and effect.
CITY OF SANTA CLARITA
By: ____________________________
Name: ___________________________
Title: ____________________________
Attest:
By: ____________________________
Name: ___________________________
Title: ____________________________
SANTA CLARITA VALLEY WATER AGENCY
By: ____________________________
Name: ___________________________
Title: ____________________________
55396.00018\34304595.1
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EXHIBIT “A”
(Description of the Property)