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TESORO ADOBE HISTORIC PARK TRANSFER AGREEMENT
T
his Transfer Agreement ("Agreement") is made and entered into this _____ day of __________________ 2022, by and between the City of Santa Clarita, a municipal corporation ("City"), and the County of Los Angeles ("County") a body politic and corporate (collectively "Parties") , pursuant to Government Code Section 25550.5, regarding the conveyance of real property. This Agreement is made with reference to the following facts:
A. C
ounty is the owner of the park property known as Tesoro Adobe Historic Park (the "Park Property"), as described in Exhibit A (the "Quitclaim Deed").
B. C
ity agrees to accept the Park Property for the purpose of incorporating them into the City's park system.
N
OW, THEREFORE, in consideration of the promises, conditions, and mutual covenants set forth herein, the parties hereto do agree as follows:
1. T ransfer of Park Propert y. County agrees to effectuate the transfer of the Park Property by executing the Quitclaim Deed. City hereby warrants to County that said Quitclaim Deed are sufficient to release County's interest in the Park Property.
2. Us e. The City agrees at its cost to develop, operate and maintain the Park Property solely for public park and recreational purposes.
3. C onsideration. Both City and County mutually agree that the consideration provided for the conveyance of the Park Property shall be the City's agreement to operate, and maintain the Park Propert y for public park and recreational purposes for the benefit of the residents of incorporated and unincorporated Los Angeles County and the City.
4. C ondition of Title to Park Propert y. Except as otherwise expressly provided in this Agreement, the City is acquiring the Park Property "AS I S'' and "WITH ALL FAULTS" in their present state and conditions as of the Closing. Except for the express representations and warranties set forth herein, each party agrees that the other has not made, does not make, and specifically negates and disclaims any representations or warranties of any kind or character whatsoever, whether expressed o r implied, oral or written, past, present or future, of, as to, concerning or with respect to the property being conveyed by it hereunder (including, without limitation, any warranty of merchantability, habitability, or fitness for a particular purpose).
5. W arranties of County. County warrants that:
A. C
ounty has no actual present knowledge of any pending litigati on involving the Park Property.
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B. County has no actual present knowledge of any violation of, or notices concerning defects or noncompliance with, any applicable building code or other code, statute, regulation, ordinance, judicial order, or judicial holding pertaining to the Park Property.
6. C losing Date and Recordation. The closing date ("Closing Date") shall occur in conjunction with the City completing its official annexation of the Park Property into the City's borders.
T
he parties agree that the County will arrange for recording of the documents necessary to complete the conveyance contemplated hereby. The City agrees to timely provide the County its certificate(s) or resolution(s) of acceptance, pursuant to Government Code Section 27281, prior to the recording of the documents in a form substantially similar to that shown in Exhibit B, attached hereto and incorporated herein by this reference.
7. C oordination.
a. T
he Parties agree to amend the existing Reciprocal Easement And Joint Use Agreement with Montalvo Properties LLC and Tesoro del Valle Master Homeowners Association for the purpose of replacing the County with the City. (See Exhibit C.)
b. T
he Parties agree to complete an Assumption and Assignment of Grant Agreement for Los Angeles Regional Parks Open Space District Project P- 129-16-2596. (See Exhibit D.)
c. T
he City of Santa Clarita will publicly advertise and promote all programming, special events and hours of operations on the website and social media platforms. Hours of Operations must not be less than current park operating hours and be posted for high visibility by the public. d. D
PR and the City of Santa Clarita shall coordinate on the transfer to provide DPR reasonable time to reallocate positions and funding associated with the operations and maintenance of Tesoro Historic Adobe Park to address gaps in services rendered by DPR in the North County and Regional Agency.
8. I ndemnification. The City waives any and all claims, and agrees to indemnify, defend, save, and hold harmless County and its Special Districts, elected and appointed officers, employees, and agents (collectively, "County Indemnified Parties"), from and against any and all liability, expense (including without limitation defense costs and legal fees), and claims for damages of any nature whatsoever, related to site conditions of the Park Property that accrue, or incidents that occur, after the Closing Date.
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9. D efault Reg arding Use of County Lobbyists. City and each County Lobbyist or County Lobbying firm, as defined in Los Angeles County Code Section 2.160.010, retained by City shall fully comply with the County Lobbyist Ordinance, Los Angeles County Code 2.160. Failure on the part of State or any County Lobbyist or County Lobbying firm retained by State to fully comply with the County Lobbyist Ordinance shall constitute a material breach of this Agreement upon which County may immediately terminate or suspend this Agreement.
10. N otices. Any written notices required by this Agreement shall be made by personal delivery, registered or certified mail, postage prepaid, to the address indicated below:
Cit
y: Deputy City Manager
City of Santa Clarita
23920 Valencia Boulevard, Suite 300
Santa Clarita, CA 91355
C
ounty: Chief Executive Office
Real Estate Division
320 West Temple Street,
7th Floor Hall of Records
Los Angeles, CA 90012
w
ith a copy to: County Department of Parks and Recreation 1000 S. Fremont Ave, A-9 West Bldg.,
3rd Floor, Unit # 40
Alhambra, CA 91803
Attn: Sean Woods, Chief of Planning
11. C ounterpart. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but of which, together, shall constitute one and the same instrument.
12. A uthorization, Approvals, Binding Nature. This Agreement has no force and effect and is not binding on the City until and unless it is authorized by the City Council, and is not binding on the County until and unless authorized by the Board of Supervisors at a duly noticed public meeting.
13. T ime is of the Essence. Time is of the essence for each and every term, condition, covenant, obligation, and provision of this Agreement.
14. S everability. In the event any portion of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal, or unenforceable, such portion shall be severed from the Agreement, and the remaining parts hereof shall remain in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never HOA.103766663.1
been part of the Agreement, provided the remaining Agreement can be reasonably and equitably enforced.
15. B inding on Successors . Subject to the limitations set forth herein, the Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto.
16. C alifornia Law. This Agreement shall be construed in accordance with the internal laws of the State of California.
17. W aivers. No waiver by either party of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by either party of the same or any other provision.
18. C aptions. The captions and the section and subsection numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections of this Agreement nor in any way affect this Agreement.
19. N o Presumption Re: Drafter . The par ties acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between the parties and their attorneys, and this Agreement reflects their mutual agreement regarding the same. Because of the nature of such negotiations and discussions, it would be inappropriate to deem any party to be the drafter of this Agreement, and therefore, no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter, shall be applicable in interpreting or enforcing this Agreement.
20. A ssistance of Counsel . Each party hereto either had the assistance of counselor had counsel available to it, in the negotiation for, and the execution of, this Agreement, and all related documents.
21. R equired Actions of the Parties. County and City agree to execute all such instruments and documents and to take all action as may be required in order to consummate the purchase and sale herein contemplated.
22. S urvival of Covenants . The covenants, agr eements, representations and warranties made herein are intended to survive the consummation of the transfer of the Park Property and recordation of the Quitclaim Deed.
23. I nterpretation. Unless the context of this Agreement clearly requires otherwise: (i) the plural and singular numbers shall be deemed to include the other; (ii) the masculine, feminine and neuter genders shall be deemed to include the others; (iii) "or" is not exclusive; and (iv) "includes" and "including" are not limiting.
24. F inal Agreement. This Agreement and the exhibits attached hereto, contains the entire agreement of the parties with respect to the transaction contemplated hereby HOA.103766663.1
and supersedes any prior agreement, oral or written, between City and County, about the subject mat ter hereof. No contemporaneous or subsequent agreement, amendment, representation or promise made by either party hereto, or by or to any employee, officer, agent, or representative of either party, shall be of any effect unless it is in writing and executed by the parties hereto.
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SIGNATURE PAGE FOLLOWS)
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IN W
ITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officials, as of the day and year first above written.
County of Los Angeles,
a body corporate and politic
By:__________
____________________
Supervisor Holly Mitchell
Chair, Board of Supervisors
APPROVED AS T
O FORM:
DAWYN R. HARRISON
Acting, County Counsel:
By:_____
__________________________
Deputy
ATTEST
:
DEAN C. LOGAN
Registrar-Recorder/County Clerk
By:_______________________________
Deputy
City of Santa Clarita
By:_____
_________________________
Titl
e:_____________________________
APPROVED AS T
O FORM:
City Attorney
By:_____
_________________________
Titl
e:_____________________________