YMCA Donation Agreement Document Including Exhibit (available in the City Clerk's Reading File) — Santa Clarita City Council, February 14, 2023

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DONATION AGREEMENT
THIS DONATION AGREEMENT (this “ Agreement”) is made and entered into as of _________, 2023 (the “ Effective Date ”) by and between YOUNG MEN’S CHRISTIAN ASSOCIATION OF METROPOLITAN LOS ANGELES, a California nonprofit corporation, formerly known as Young Men’s Christian Association (“ Donor”), and the CITY OF SANTA CLARITA, a body corporate and politic (“City”). Each of City and Donor are occasionally referred to herein as a “Party” and collectively as the “Parties.”

RECITALS
A. Donor is party to that certain Lease dated as of March 24, 1986, and recorded September 23, 1987 in the Official Records of Los Angeles County, California (the “ Official Records”), as Instrument No. 1987 -1521895 (as the same was amended by that certain document(s) recorded September 23, 1987, in the Official Records as Instrument No. 1987 - 1521896, as further amended by that certain document(s) recorded December 4, 1987, in the Official Records as Instrument No. 1987-1916363, as the same may have been further amended and assigned, the “ Lease”), pursuant to which Donor leases that certain premises located at 26147 McBean Pkwy, Santa Clarita, California, legally described on Exhibit A attached hereto (the "Land"), together with buildings and improvements located thereon (the “ Improvements”), all in accordance with the terms of the Lease.

B. Donor desires to donate to City, and City desires to accept from Donor, all of Donor’s right, title and interest in and to the Lease and the Improvements, all on the terms and conditions stated herein.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by City and Donor, each intending to be legally bound, do hereby covenant and agree as follows:

1. Donation and Acceptance of the Property. Donor agrees to sell and convey to City, and City agrees to purchase and accept from Donor, upon the terms, provisions and conditions set forth in this Agreement, all of Donor’s right, title and interest in and to the following items (collectively, the “Property”):
(a) all of Donor’s right, title and interest in and to the Lease and the leasehold created thereby;
(b) any and all improvements and fixtures located on the Land and constructed by or on behalf of Donor, including but not limited to, the building constructed by Donor on the Land (collectively, the “Improvements”);
(c) all rights , privileges, easements, appurtenances, and other estates pertaining or appurtenant to the Land (as defined in the Lease) (collectively, the “Appurtenances” and together with the Improvements, the “Real Property”); (d) all machinery, equipment, and fixtures affixed to and used for the operation of the Real Property (the “Personal Property”);

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(e) to the extent assignable, any intangible property used and/or necessary in connection with the Real Property under the Lease, including, without limitation, any warrantie s, guaranties, licenses, permits, entitlements, governmental approvals and certificates of occupancy which benefit the Real Property, all surveys, reports, plans, specifications, drawings, appraisals, reports and studies (collectively, the “Intangible Property”).

The transactions contemplated by this Agreement are collectively referred to herein as the "Donation Transaction."

2. No Consideration. The Parties agree that since the Property is being donated to the City by the Donor, no monetary consideration is being paid by the City to the Donor in connection therewith.

3. Condition of Property. City acknowledges and agrees that, as of the Closing, City will have performed and completed a full investigation of the Property, and all components thereof, and will have satisfied itself with respect to the condition of the Property.

4. Prorations and Apportionments.
(a) Taxes and Property Charges. Except as otherwise set forth below, the following shall be prorated and apportioned between Donor and City as of 11:59 p.m. (Pacific Time) on the day preceding the Closing Date, and all prorations shall be don e on the basis of a three hundred sixty -five (365) day year and the actual number of days elapsed to the Closing Date or the actual number of days in the month in which the Closing occurs and the actual number of days elapsed in such month to the Closing Date, as applicable. (i) All real estate taxes and assessments on the Property payable in respect to the current fiscal year of the applicable taxing authority in which the Closing Date occurs (the “Current Tax Year”). Such real estate taxes and assessments s hall be prorated on a per diem basis based upon the number of days in the Current Tax Year prior to the Closing Date (which shall be allocated to Donor) and the number of days in the Current Tax Year on and after the Closing Date (which shall be allocated to City ). Donor shall be responsible for all real estate taxes and assessments on the Property payable in respect to periods prior to the Current Tax Year. Any taxes which have been prepaid by Donor shall not be prorated, but Donor shall have the sole right after Closing to apply to the Los Angeles County Treasurer for refund of the taxes attributable to the period after acquisition, pursuant to Revenue and Taxation Code Section 5096.7. Upon the Closing Date and subject to the adjustment provided for ab ove, City shall be responsible for all unpaid real estate taxes and assessments on the Property payable in respect to the Current Tax Year, including any escape assessments occasioned by the Donation Transaction contemplated by this Agreement, and all periods after the Current Tax Year. (ii) Gas, water, electricity, heat, fuel, sewer and other utilities and the operating expenses relating to the Real Property (expressly excluding, however, any amounts paid as deposits to any utility provider, all of which shall be returned to Donor). Donor shall use reasonable efforts to cause any applicable utility meters to be read on the day prior to the Closing Date and will be responsible for the cost of any applicable utilities used prior to the Closing Date.

If the meters are not read as herein set forth, all such expenses shall be prorated. (iii) Such other items as are customarily apportioned between donors and donees of real property and improvements located in Los Angeles County, California.

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(b) Escrow and Title Charges . The f ollowing costs and expenses shall be paid as follows:
(i) Donor shall pay (i) one-half (1/2) of the fees and charges of Escrow Holder, (ii) the cost of the premium for the CLTA Standard Coverage portion of the Title Policy and the cost of any endorsements to t he Title Policy requested in writing by Donor in order to remove Disapproved Exceptions, and (iii) all sales, documentary, or other local transfer taxes, if any, on the transfer of the Property. If the Escrow shall fail to close for any reason other than City’s default, Donor shall pay one-half (1/2) of any applicable Escrow cancellation charges. (ii) City shall pay (i) one -half (1/2) of the fees and charges of Escrow Holder, (ii) the cost of the premium for the Title Policy in excess of the premium for a CLTA Standard Coverage policy, if any, (iii) the cost of all endorsements to the Title Policy requested by City and not payable by Donor under Section 4(b)(i) above, and (iv) all costs and charges for the recordation of the Lease Assignment and the Deed. If th e Escrow shall fail to close for any reason other than Donor’s default, City shall pay one -half (1/2) of any applicable Escrow cancellation charges.

5. Closing Deliveries; Opening and Closing of Escrow.
(a) Closing Date. For purposes of this Agreement, the “Close of Escrow” or “Closing” shall be the date that the Lease Assignment (defined below) is recorded in the Official Records of the Los Angeles County Recorder’s Office and all the Parties’ conditions to Closing have been waived in writing or satisfied. The Close of Escrow shall occur on or before (i) the date that is ten (10) Business Days following the Disapproval Notice Deadline, if City does not deliver notice of any Disapproved Matters, or (ii) the date that is ten (10) Business Days following Donor’s receipt of a City Notice to Proceed, if City does deliver notice of Disapproved Matters and Donor elects (or is deemed to have elected) not to cure any of such Disapproved Matters, or (iii) the date that is ten (10) Business Days following the cure of the Disapproved Matters selected for cure by Donor, if Donor does elect to cure such Disapproved matters, or at such other date as is mutually agreed upon in writing by the Parties (the “ Closing Date”). Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, in the event the Closing Date has not occurred on or before the date that is sixty (60) days following the expiration of the Feasibility Period, this Agreement shall automatically terminate as of such date, in which case both City and Donor will be relieved of all further obligation and liability to each other under this Agreement, except for such as have accrued prior to the date of termination, and all the funds and documents deposited with Escrow Holder shall be prompt ly refunded or returned, as the case may be, by Escrow Holder to the depositing party. (b) Donor’s Closing Deliveries. At least two (2) Business Days prior to the Closing Date, Donor shall execute, acknowledge and/or deliver, as applicable, the following items to Escrow Holder, as defined below (collectively, the “Donor’s Deliveries”):
(i) Two (2) originals of an assignment and assumption of the Lease in the form of Exhibit B attached hereto (the “Lease Assignment”), duly completed, notarized and executed by Donor;
(ii) Two (2) originals of a quitclaim deed in the form of Exhibit C attached hereto (the "Deed"), duly completed, notarized and executed by Donor;

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(iii) An Estoppel Certificate in the form of Exhibit D hereto (the “Estoppel Certificate”);
(iv) A bill of sale in the form of Exhibit E attached hereto (the “ Bill of Sale”), duly completed and executed by Donor;
(v) An assignment and assumption in the form of Exhibit F attached hereto (“General Assignment”), duly completed and executed by Donor; (vi) A Certificate of Non-Foreign Status in the form of Exhibit G attached hereto (“FIRPTA”), duly completed and executed by Donor; and (vii) A California FTB Form 593 (“ Form 593 ”), duly completed and executed by Donor.
(viii) Donor’s share of any prorations and expenses as provide d in Section 4.
(c) City’s Closing Deliveries . At least two (2) Business Days prior to the Closing Date, City shall execute, acknowledge and/or deliver, as applicable, the following items to Escrow Holder (collectively, the “City’s Deliveries”):
(i) City’s share of any prorations and expenses as provided in Section 4;
(ii) Two (2) originals of the Lease Assignment, duly completed, notarized and executed by City;
(iii) One (1) original of the Third Amendment (as defined in Section 8(f)), duly completed, notarized and executed by the City and the Landlord (as defined in Section 8(f)); and
(iv) The General Assignment, duly completed and executed by City. (d) Opening of Escrow . Promptly after the Effective Date, an escrow (the “Escrow”) shall be opened with First American Title Insurance Company (the “Escrow Holder”), 777 South Figueroa Street, Suite 400, Los Angeles, CA, Attn: Maurice Neri, Tel: (213) 271-1737, Email: [email protected] (the “Opening of Escrow”). Escrow Holder is to inform each of the Parties of the date of the Opening o f Escrow. Upon the Opening of Escrow, the Parties shall deposit a fully executed copy of this Agreement with Escrow Holder and this Agreement shall serve as the instructions to Escrow Holder for consummation of the Donor Transactions contemplated by this Agreement. Donor and City agree to execute such additional and supplementary escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any supplementary escrow instructions, the terms and provisions of this Agreement shall control. (e) Closing of Escrow.
(i) Escrow Holder is hereby authorized to record the documents and disburse the funds, if any, and distribute the documents called for hereunder as provided in

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Sections 5(b) and 5(c) upon the Close of Escrow, provided each of the following conditions has then been fulfilled:
(A) First American Title Insurance Company, 777 South
Figueroa Street, Suite 400, Los Angeles, CA, Attn: Sean Cruz, Tel: (213) 271 -1689, Email:
[email protected] (the “Title Company”) is irrevocably committed to issue in favor of the City CLTA (or at City’s election, an ALTA, provided that extended coverage shall not be a condition to Closing) Leasehold Policy of Title Insurance (the “Title Policy”), with a liability coverage in the amount of $2,206,083 (“Coverage Amount”) in a form reasonably approved by City. (B) Escrow Holder shall have received City’s authorization to close;
(C) Escrow Holder shall have received Donor’s authorization to close; and
(D) Donor and City shall have deposited in Escrow the
documents and funds, if any, required pursuant to Sections 5(b) and 5(c). (ii) In the event the Closing occurs, on the Closing Date Escrow Holder is to Close Escrow as follows:
(A) Record the Lease Assignment (marked for return to City) with the Los Angeles County Recorder (which will be deemed to be delivery to City), with a conformed copy to be delivered to Donor and City when available; (B) Record the Deed (marked for return to City) with the Los Angeles County Recorder (which will be deemed to be delivery to City), with a conformed copy to be delivered to Donor and City when available;
(C) Record the Third Amendment (marked for return to the City) with the Los Angeles County Recorded, with a conformed copy to be delivered to the City when available.
(D) Deliver the Bill of Sale, Estoppel Certificate, General Assignment, FIRPTA, and Form 593 to City, with a copy of all such documents to be provided to Donor;
(E) Cause the Title Policy to be issued;
(F) Prorate and apportion costs and expenses as provided in Section 4;

(G) Charge Donor and City, respectively, for those costs and expenses to be paid by them pursuant to Section 4(b) of this Agreemen t and disburse any net funds remaining after the preceding disbursements to the Party having deposited the same; (H) Prepare and deliver to both Donor and City one signed copy of Escrow Holder's closing statement showing all receipts and disbursements of the Escrow.

If Escrow Holder is unable to simultaneously perform all of the instructions set forth above, Escrow Holder is to notify Donor and City and retain all funds and

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documents pending receipt of further instructions jointly issued by Donor and City, and if no such instructions are delivered within five (5) Business Days of such notification, Escrow Holder is to return all documents and funds to the party that deposited same. (f) Business Day. As use in this Agreement, “Business Day” means any calendar day, other than a Saturday, Sunday, or day observed by the federal government or the State of California as a legal holiday.

6. Title and Inspections.
(a) Donor shall cause First American Title Company, 777 South Figueroa Street, Suite 400, Los Angeles, CA 90017 (the “Title Company”), Attn.: Sean Cruz, 213-271-1689 to issue and deliver to City (with a copy to Donor) a preliminary report (the " Preliminary Report”) for a CLTA Leasehold Policy of Title Insurance for the Lease, with hyperlink access to all documents relating to title exceptions referred to in the Preliminary Report. City shall approve or disapprove each exception shown in the Preliminary Report (each an " Exception") within twenty (20) days following the receipt of the Preliminary Report, all documents relating to title exceptions referred to in the Preliminary Report and any amendments or updates of the Preliminary Report; except that City will not have the r ight to object and will accept title subject to the lien of property taxes not yet due (the “ Deemed Approved Exceptions ”). City's failure to given written notice of objection within the twenty (20) day period shall be deemed to be an approval of the Exceptions.

If any Exception is timely disapproved in writing (each a "Disapproved Exception"), Donor shall, within five (5) Business Days following receipt of such disapproval, notify City in writing as to whether or not Donor will, at Donor’s sole cost and expense, cause each Disapproved Exception to be discharged, satisfied, released, or terminated. Any failure by Donor to del iver such notification within such five (5) business day period shall be deemed an election by Donor not to cure such Disapproved Exception(s). If Donor elects (or is deemed to have elected) to not cure any Disapproved Exception(s), then, by notice delivered to Donor within five (5) Business Days after such election (or deemed election), City shall elect to do either of the following:
(i) Waive the Disapproved Exception and proceed with Closing, accepting the Lease and Property subject to the Disapproved Exception, in which case such Disapproved Exceptions will be deemed to be deemed to be Deemed Approved Exceptions, or (ii) Terminate this Agreement, in which case both Donor and City will be relieved of all further obligation and liability to each other under this Agreement, except for such as have accrued prior to the date of termination, and all the funds and documents deposited with Escrow Holder shall be promptly refunded or returned, as the case may be, by Escrow Holder to the depositing party.

Any failure by City to deliver such written election within such five (5) business day period shall be deemed an election by City to proceed in accordance with clause (ii) above.

(b) During the period commencing with the Effective Date and terminating thirty (30) days thereafter (the "Feasibility Period"), City may undertake at City's expense all due diligence inspections, investigations and reviews of the Property, including, but not limited to, the physical condition of the Property, an appraisal of the value of the Property, an inspection and examination of soils, environmental factors, geotechnical factors, and Hazardous Substances, if any, relating to the Property; provided however, notwithstanding the foregoing, City and City’s representatives shall (i) not unreasonably disturb or interfere with the operation, management or use of the Property by Donor, (ii) not drill or bore on or through the surface of the Land or Improvements, or

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conduct any other invasive investigation, including, without limitation, conducting a “Phase II” environmental assessment, without Donor’s prior written consent, which consent may be given or withheld in Donor’s sole and absolute discretion, and (iii) comply with all applicable laws, rules and regulations. Any environmental analysis of the Property involving any sampling of materials collected from or at the Property shall be subject to prior approval by Donor, which approval may be granted or withheld in Donor’s sole discretion. If, during the Feasibility Period, Donor refuses to permit City to conduct an inspection requested by City and which inspection requires Donor’s consent under this Agreement , then City may elect, at City's sole discretion, by written notice delivered to Donor prior to the expiration of the Feasibility Period, to terminate this Agreement, in which case both City and Donor will be relieved of all further obligation and liability to each other under this Agreement, except for such as have accrued prior to the date of termination, and all the funds and documents deposited with Escrow Holder shall be promptly refunded or returned, as the case may be, by Escrow Holder to the depositing party. If City fails to deliver such notice prior to the expiration of the Feasibility Period, then City shall be deemed to have waived its right to terminate this Agreement as a result of Donor’s refusal to permit the applicable inspection.

Furthermore, if City disapproves of any of the results of its inspection, investigation and review, City shall, on or before the date that is three (3) Business Days following the end of the Feasibility Period (such date, the “Disapproval Notice Deadline”), give Donor written notice specifying in reasonable detail those matters which are disapproved by City ("Disapproved Matters"). Donor shall have three (3) Business Days following the receipt of City's written notice in which to give City written notice that Donor will either (1) cure or remedy, prior to the Closing Date, some or all of the Disapproved Matters specified in City's notice or (2) that Donor will not cure or remedy any of the Disapproved Matters specified in City's notice. Donor's failure to give such wri tten notice within said three (3) Business Day time period will be deemed to be Donor's election not to cure or remedy any of the Disapproved Matters. Within ten (10) days following City's receipt of Donor's written notice or within ten (10) days following Donor's failure to give such notice, City may elect in writing , at the City's sole discretion, to either (i) accept the Property subject to those Disapproved Matters which Donor will not cure or remedy (such notification, a “City Notice to Proceed”) or (ii) terminate this Agreement, in which case both City and Donor will be relieved of all further obligation and liability to each other under this Agreement, except for such as have accrued prior to the date of termination, and all the funds and documents deposited with Escrow Holder shall be promptly refunded or returned, as the case may be, by Escrow Holder to the depositing party.
(c) Access to the Property during the Feasibility Period shall be given to City and its authorized representatives upon one (1 ) Business Day's prior notice to Donor. City agrees to indemnify and defend Donor against and hold Donor harmless from all losses, costs, damages, liabilities, and expenses, including reasonable attorney fees, arising in connection with City's or its authorized representatives’ access, inspection, investigation or review of the Property. City agrees to restore the Property to its original condition should it damage or otherwise alter the physical condition of the Property. The terms of this Section 6(c) shall survive and termination of this Agreement.

7. Representations, Warranties, Covenants and Acknowledgments. (a) Donor Representations and Warranties. Donor represents and warrants to City, as follows:
(i) Donor is a duly formed and validly existing nonprofit corporation organized in the State of California and in good standing under the laws of the State of California, and is qualified to do business in the State of California. The individual(s) signing this Agreement,

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and all of the instruments referenced herein, on behalf of Donor is, or are, authorized to execute this Agreement, and such instruments, and to bind Donor to the terms and conditions contained herein and therein.
(ii) Donor has the full power and authority to enter into and comply with the terms of this Agreement and has, or at Closing will have, obtained all necessary consents and approvals required for Donor to enter into and consummate the Donation Transaction. (iii) This Agreement, the Lease Assignme nt, the Deed and all instruments referenced herein to be executed by Donor in connection with the Donation Transaction, are, or at the time of Closing will be, duly authorized, executed and delivered by Donor, and are, or at Closing will be, legal, valid a nd binding obligations of Donor, enforceable against Donor in accordance with their respective terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general application affecting the rights of creditors and by equitable principles), and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Donor is a party or to which Donor is subject.
(iv) The execution and delivery of this Agreement, and co nsummation of the Donation Transaction, will not, to Donor’s actual knowledge, constitute a default under any contract or agreement to which Donor is a party.
(v) The acts of Donor’s directors, members, managers, officers, employees, agents, attorneys, affiliates, lenders, consultants and contractors who sign this Agreement, and all instruments referenced herein to be executed by Donor in connection with the Donation Transaction, or perform any obligation of Donor hereunder or thereunder, and the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of Donor.
(vi) To Donor’s actual knowledge, Donor is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“ OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Ord er and such other rules, regulations, legislation, or orders are collectively called the “Orders”). (vii) Neither Donor, nor to Donor’s actual knowledge, any beneficial owner of Donor (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”) or (b) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (c) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has be en determined by competent authority to be subject to the prohibitions contained in the Orders.
(viii) Donor is the owner of the Improvements , Personal Property and Intangible Property, and the Improvements, Personal Property and Intangible Property will be transferred to City free from all liens, claims and encumbrances, except for the Lease and the Deemed Approved Exceptions.

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As used herein, the term “ Donor’s actual knowledge” means the current, actual and personal knowledge of (and only of) Mark Dengler , Chief Operating Officer and Executive Vice President of Donor, and does not include knowledge imputed to Donor from any other person or entity. The named individual is acting for and on behalf of Donor and in a capacity as an officer or employee of Donor or one or more of Donor’s affiliates and is in no manner expressly or impliedly making any representations or warranties in an individual capacity. City waives any right to sue or to seek any personal judgment or claim against the named individual. (b) City Representations and Warranties. City warrants and represents to Donor, as follows:
(i) City is a body politic and corporate.
(ii) City has the full power and authority to enter into and comply with the terms of this Agreement and has, or at Closing will have, obtained all necessary consents and approvals required for City to enter into and consummate the Donation Transaction. (iii) This Agreement, the Lease Assignment and all instruments referenced herein to be executed by City in connection with the Donation Transaction, are, or at the time of Closing will be, duly authorized, executed and delivered by City, and are, or at Closing will be, legal, valid and binding obligations of City, enforceable against City in accordance with their respective terms (except as enforcem ent may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general application affecting the rights of creditors and by equitable principles), and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which City is a party or to which City is subject. (iv) The execution and delivery of this Agreement, and consummation of the Donation Transaction, will not, to City’s actual knowledge, constitute a default under any contract or agreement to which City is a party.
(v) The acts of City’s directors, members, managers, officers, employees, agents, attorneys, affiliates, lenders, consultants and contractors who sign this Agreement, and all instruments referenced herein to be executed by Ci ty in connection with the Donation Transaction, or perform any obligation of City hereunder or thereunder, and the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of City.
(vi) The City is exempt from documentary transfer tax pursuant to California Revenue & Tax Code Section 11922.

As used herein, the term “ City’s actual knowledge ” means the current, actual and personal knowledge of (and only of) the current City Manager of the City, and does not include knowledge imputed to City from any other person or entity. The named individual is acting for and on behalf of City and in a capacity as an employee of City and is in no manner expressly or impliedly making any representations or warranties in an individual capacity. Donor waives any right to sue or to seek any personal judgment or claim against the named individual.

8. City’s Conditions. For the benefit of the City, the Close of Escrow and City’s obligation to consummate the Donation Transaction shall be contingent upon and subject to written notice to Escrow Holder by City of the occurrence of all of the following conditions

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precedent (or City’s written waiver thereof, it being agreed that City can waive any or all such contingencies) on or before the Close of Escrow:
(a) City’s obtaining a satisfactory commitment issued by the Title Company to issue the Title Policy in favor of City with a liability amount equal to the Coverage Amount insuring City’s leasehold interest in the Lease subject only to the Deemed Approved Exceptions, and being otherwise in accordance with the provisions of this Agreement, and expressly insuring against the claims of any persons in possession of all or any part of the Property and the cla ims of any mechanics or materialmen.
(b) City’s verifying that there are no liens or security interests affecting the Property, and that all taxes, sewer, water, and utility bills have been paid. (c) That as of the Close of Escrow the representations and warranties of Donor contained in this Agreement are either all true and correct in all material respects or, to the extent that is not the case, have been waived by City.
(d) Donor’s delivery of all sums to be deposited by Donor in Escrow in accordance with the requirements hereof, and Donor’s delivery of all documents required to be delivered by Donor pursuant to Section 5 hereof and performance of all other material covenants and agreements to be performed by Donor under this Agreement. (e) City’s approval, prior to the expiration of the Feasibility Period, of the physical condition of the Improvements, including without limitation, any and all inspections, tests, and other studies to be conducted by City, in City’s sole discretion. (f) City and The Valencia Summit Homeowners Association (the “Landlord”) having executed and acknowledged a Third Amendment to Lease amending certain provisions of the Lease (the “Third Amendment”).
(g) Donor’s delivery to City of the Estoppel Certificate duly executed by the Landlord under the Lease, and dated not more than five (5) Business Days prior to the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, any failure by Donor to deliver the executed Estoppel Certificate shall not be a default hereunder.

For circumstances other than a default by Donor (which is governed by Section 12(b) below), if a City’s condition precedent has not been satisfied or waived prior to the Closing Date, for any reason other than City’s default, City may, as its sole right and re medy, terminate this Agreement, in which case this Agreement shall be of no further force or effect and the Escrow Holder shall, and is hereby instructed to, cancel Escrow.

9. Donor’s Conditions. For the benefit of Donor, the Close of Escrow and Donor’s obligation to consummate the Donation Transaction, shall be contingent upon and subject to written notice to the Escrow Holder by Donor of the occurrence of all of the following conditions precedent (or Donor’s written waiver thereof, it being agreed that Donor can waive any or all such contingencies) on or before the Close of Escrow:
(a) Deposit by City of the sums to be deposited by City in Escrow in accordance with the requirements hereof.

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(b) City’s delivery of all documents required to be delivered by City pur suant to Section 5 hereof and performance of all other material covenants and agreements to be performed by City under this Agreement.
(c) That as of the Close of Escrow the representations and warranties of City contained in this Agreement are all either true and correct in all material respects or, to the extent that is not the case, have been waived by Donor.

For circumstances other than a default by City (which is governed by Section 12(a) below), if a Donor’s condition precedent has not been satisfied or w aived prior to the Closing Date, for any reason other than Donor’s default, Donor may, as its sole right and remedy, terminate this Agreement, in which case this Agreement shall be of no further force or effect and the Escrow Holder shall, and is hereby instructed to, cancel Escrow.

10. Hazardous Materials . In addition to, and without limiting Donor’s other representations and warranties in this Agreement, Donor represents and warrants to City, as follows:
(a) To Donor’s actual knowledge, Donor has received no written warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal written notice alleging that conditions on the Land or Improvements are or have been in violation of any Environmental Law (as defined in below), or informing Donor that the Land or Improvements are subject to investigation or inquiry regarding Hazardous Substances (as defined below) or the potential violation of any Environmental Law.
(b) To Donor’s actual knowledge, there is no monitoring program r equired by the Environmental Protection Agency or any similar state agency concerning the Land or the Improvements.
(c) To Donor’s actual knowledge, no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or store d on, under, or at the Improvements by Donor or anyone under Donor’s control, whether by accident, burying, drainage, or storage in containers, tanks, or holding areas, or by any other means. (d) To Donor’s actual knowledge, Donor has received no written reque st, directive, administrative order or judicial order to impose any type of land use restriction or institutional control relating to Hazardous Substances on the Land or the Improvements.

As used in this Agreement, "Environmental Laws" means all federal, state, or local laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority, regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substances. As used in th is Agreement, “ Hazardous Materials” includes, without limitation, any hazardous or toxic materials, substances or wastes, such as, but not limited to, (1) those materials identified in Sections 66680 through 66685 and Sections 66693 through 66740 of Title 22 of the California administrative Code, Division 4, Chapter 30, as amended from time to time, (2) those materials defined in Section 25501(j) of the California Health and Safety Code, (3) any materials, substances or wastes which are toxic, ignitable, co rrosive or reactive and which are regulated by any local governmental authority, any agency of the State of California or any agency of the United States Government, (4) asbestos, (5) petroleum and petroleum based products, (6) urea formaldehyde foam insul ation, (7) polychlorinated biphenyls (PCBs) and (8)

OMM_US:80436206.9 12

freon and other chlorofluorocarbons.

11. Limitations on Representations and Warranties.
(a) Survival. Any action, suit or proceeding with respect to the truth, accuracy or completeness of the representations and warranties set forth in Sections 7 and 10 shall be commenced and served, if at all, on or before the date which is three (3) months after the date of the Closing (the period between the Closing and such date being referred to herein as the “Survival Period”) and, if not commenced and served on or before the expiration of the Survival Period, thereafter shall be void and of no force or effect. (b) Cap and Threshold. City will not have any right to assert a claim that the condition set forth in Section 11(a) hereof has not been satisfied as of the Closing Date or to bring any action against Donor as a result of any untruth, inaccuracy or breach of any representations and warranties under this Agreement, unless and until the aggregate amount of all liability and losses arising out of all such untruths, inaccuracies, breaches and failures exceeds, in the aggregate, Twenty Thousand and 00/100 Dollars ($20,000) (the “ Post-Closing Threshold”), in which case City shall be entitled to recover all amounts below such thres hold. In addition, in no event will Donor’s liability for all such untruths, inaccuracies, breaches, and/or failures under this Agreement or under any documents delivered at the Closing exceed, in the aggregate, Fifty Thousand and 00/100 Dollars ($50,000) (the “Post-Closing Cap”). In no event will Donor have any liability whatsoever for any such untruths, inaccuracies, breaches and/or failures under this Agreement or under any documents delivered at the Closing, unless City has notified Donor in writing of the existence of such claim prior to the end of the Survival Period as set forth in this Agreement.
(c) Knowledge. Donor shall have no liability with respect to any of Donor’s representations, warranties and covenants herein if, prior to the Closing, City h as actual knowledge of any breach of a representation, warranty or covenant of Donor herein, and City nevertheless consummates the transaction contemplated by this Agreement.

12. Rights and Remedies Upon Default.
(a) Donor’s Remedies Upon Default of City. If, as of the Closing Date, (a) each of the City’s conditions precedent as set forth in this Agreement have been satisfied or waived, and (b) City fails or refuses to timely consummate the Closing in accordance with the terms and conditions of this Agreement, ex cept on account of a breach or default hereunder by Donor, Donor may elect, as Seller’s sole remedy, five (5) business days following City’s receipt of written notice from Donor with an opportunity to cure such failure, terminate this Agreement by written notice to Donor and receive reimbursement for its out of pocket expenses incurred in connection with the transaction, in an amount not to exceed Twenty Five Thousand and 00/100 Dollars ($25,000). The foregoing provision shall not limit Donor’s remedies with respect to City’s obligations and covenants contained in Section 6(c).
(b) City’s Remedies Upon Default of Donor . If, as of the Closing Date, (a) each of the Donor’s conditions precedent as set forth in this Agreement have been satisfied or waived by Donor, and (b) Donor fails or refuses to timely convey the Property to City in accordance with the terms and conditi ons of this Agreement, except on account of a breach or default hereunder by City, City may elect, five (5) business days following Donor’s receipt of written notice from City with an opportunity to cure such failure, one of the following remedies (and City hereby waives any and all other rights and remedies against Donor): (i) terminate this

OMM_US:80436206.9 13

Agreement by written notice to Donor and receive reimbursement for its out of pocket expenses incurred in connection with the transaction, in an amount not to exceed T wenty Five Thousand and 00/100 Dollars ($25,000); or (ii) bring an action for specific performance of this Agreement, which action shall be brought, if at all, no later than sixty (60) days after the scheduled Closing Date. City hereby waives its right to bring any action for damages (including without limitation actual, consequential, special and punitive damages) arising out of or relating to this Agreement or Donor’s default hereunder. City’s election to proceed with the Closing with actual knowledge of a breach or default by Donor hereunder as of or prior to the Closing (including without limitation a breach of any representation or warranty of Donor herein) shall conclusively constitute City’s waiver of any and all claims against Donor on account thereof. (c) Survival. The provisions of this Section 12 shall survive any termination of this Agreement.

13. “AS-IS” SALE; RELEASE . EXCEPT TO THE EXTENT ANY COVENANT,

REPRESENTATION OR WARRANTY IS EXPRESSLY SET FORTH HEREIN, CITY SHALL ACQUIRE THE PROPERTY AT CLOSING IN AN “AS-IS, WHERE-IS” CONDITION, SOLELY IN RELIANCE ON CITY’S OWN INVESTIGATION, ANALYSIS AND INSPECTION OF THE

PROPERTY, WITHOUT ANY COVENANTS, REPRESENTATIONS OR WARRANTIES,

EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND WHATSOEVER, BY DONOR, ITS

AGENTS, BROKERS, CONSULTANTS, COUNSEL, EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OR TRUSTEES OR ANY OTHER DONOR PARTY. WITHOUT

LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT TO THE EXTENT OF ANY

COVENANT, REPRESENTATION OR WARRANTY EXPRESSLY FORTH HEREIN, CITY

ACKNOWLEDGES THAT DONOR EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED

OR EXPRESS WARRANTY WITH RESPECT TO THE CONDITION OF THE PROPERTY, ITS SUITABILITY FOR CITY’S INTENDED USE, ITS COMPLIANCE WITH ANY ZONING OR

OTHER RULES, REGULATIONS, LAWS O R STATUTES APPLICABLE TO THE PROPERTY, OR ANY OTHER MATTER OR THING RELATING TO THE PROPERTY. CITY HEREBY

FURTHER ACKNOWLEDGES AND AGREES THAT WARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THE TRANSACTION

CONTEMPLATED HEREBY, AS ARE ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. EXCEPT FOR THE LIMITED REPRESENTATIONS AND

WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, CITY ACKNOWLEDGES

AND AGREES THAT NO PERSON ACTING ON BEHALF OF DONOR IS AUTHO RIZED TO

MAKE, AND BY INITIALING CITY HEREBY ACKNOWLEDGES THAT NO PERSON HAS MADE,

ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR

PROMISE REGARDING THE PROPERTY, OR THE TRANSACTION CONTEMPLATED

HEREIN, OR REGARDING THE ZONING, CONSTRUCTION , PHYSICAL CONDITION OR

OTHER STATUS OF THE PRO PERTY, AND NO REPRESENTATION, WARRANTY,

AGREEMENT, STATEMENT, GUARANTY OR PROMISE, IF ANY, MADE BY ANY PERSON

ACTING ON BEHALF OF DONOR WHICH IS NOT EXPRESSLY CONTAINED HEREIN SHALL BE VALID OR BINDING UPON DO NOR. THE PROVISIONS OF THIS SECTION 13 SHALL SURVIVE CLOSING.

Initials: ________________
CITY

CITY HEREBY RELEASES AND WAIVES ANY AND ALL CLAIMS WHICH CITY HAS OR MAY

HAVE AGAINST DONOR WITH RESPECT TO THE CONDITION OF THE PROPERTY, ITS SUITABILITY FOR CITY’S INTENDED USE, ITS COMPLIANCE WITH ANY ZONING OR

OMM_US:80436206.9 14

OTHER RULES, REGULATIONS, LAWS OR STATUTES APPLICABLE TO THE PROPERTY,

OR ANY OTHER MATTER OR THING RELATING TO THE PROPERTY, EXCEPT TO THE

EXTENT OF ANY COVENANT, REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT , AND EXCEPT FOR DONOR’S INDEMNITY OBLIGATIONS

UNDER THIS AGREEMENT, CITY ACKNOWLEDGES TO DONOR THAT CITY HAS BEEN

GIVEN THE OPPORTUNITY TO INSPECT AND INVESTIGATE THE PROPERTY AND CITY

ASSUMES THE RESPONSIBILITY AND RISKS OF AL L DEFECTS AND CONDITIONS,

INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY CASUAL INSPECTION. IN CONNECTION WITH SUCH WAIVER AND RELINQUISHMENT,

CITY ACKNOWLEDGES THAT IT IS AWARE THAT IT OR ITS ATTORNEYS, ACCOUNTANTS

OR OTHER CON SULTANTS MAY HEREAFTER DISCOVER FACTS IN ADDITION TO OR

DIFFERENT FROM THOSE WHICH IT NOW KNOWS OR BELIEVES TO EXIST WITH

RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, BUT THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS CITY’S INTENTION HER EBY TO

SETTLE AND RELEASE ALL OF THE CLAIMS, DISPUTES, AND DIFFERENCES, KNOWN OR

UNKNOWN, SUSPECTED OR UNSUSPECTED, WHICH NOW EXIST OR MAY EXIST HEREAFTER BETWEEN CITY AND DONOR WITH REGARD TO THE PROPERTY. THIS

AGREEMENT SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE

NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT FACTS. [IN CONNECTION WITH THE RELEASE SET FORTH IN THIS SECTION 13, CITY EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WHICH PROVIDES AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE

AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY
Initials: ________________
CITY
The foregoing release shall survive the Closing.

14. Binding Effect. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceab le by, the Parties and their respective successors and permitted assigns.

15. Governing Law. This Agreement shall be governed by and construed under and in accordance with the laws of the State of California. Any litigation with respect to this Agreement shall be conducted in the County of Los Angeles, California.

16. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Agreement. The Parties contemplate that they may be executing counterparts of this Agreement transmitted by facsimile or email in PDF format and agree and intend that a signature by email in PDF format shall bind the Party so signing with the same effect as though the signature were an original signature.

OMM_US:80436206.9 15

17. Waiver. Except as otherwise provided herein, the failure of Donor or City to insist upon or enforce any of their respective rights hereunder shall not constitute a waiver thereof.

18. Construction. Each Party acknowledges that the Parties have participated equally in the drafting of this Agreement and that accordingly, no court construing this Agreement shall construe it more stringently against one party than the other.

19. Headings. The captions used herein have been included for convenience of reference only and shall not be deemed to vary the content of this Agreement or limit the provisions or scope of any section or paragraph hereof.

20. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

21. Brokers. The parties represent and warrant to each other that no broker or finder was instrumental in arranging or bringing about this Donation Transaction and t hat there are no claims or rights for brokerage commissions or finder’s fees in connection with the transactions contemplated by this Agreement. If any person brings a claim for a commission or finder’s fee based upon any contact, dealings or communicatio n with City or Donor, then the party through whom such person makes his claim shall defend the other party (the “ Indemnified Party”) from such claim, and shall indemnify the Indemnified Party and hold the Indemnified Party harmless from any and all costs, damages, claims, liabilities or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Indemnified Party in defending against the claim. The provisions of this Section 15 shall survive the Closing and the re cording of the Lease Assignment and the Deed.

22. Merger. All prior statements, understandings, letters of intent, representations and agreements between the Parties, oral or written, are superseded by and merged in this Agreement, which alone fully and completely expresses the agreement between Donor and City in connection with this Donation Transaction and which is entered into after full investigation, neither party relying upon any statement, understanding, representation or agreement made by the other not embodied in this Agreement.

23. Meanings of Words Not Specifically Defined/General Rules of Interpretation.

Words and phrases contained herein shall be construed according to the context and the approved usage of the English language, but technical words a nd phrases, and such others as have acquired a peculiar and appropriate meaning by law, or are defined in this Agreement, are to be construed according to such technical, peculiar, and appropriate meaning or definition.

Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. As used in this Agreement, the word “includes or “including” means including without limitation, the word “or” is not exclusive and the words “herein,” “hereof,” “hereto” and hereunder refer to this Agreement as a whole unless the context otherwise requires, and references herein: (a) to articles, paragraphs, sections and exhibits mean the articles, paragraphs, sections and exhibits which are part of this Agreement as amended, supplemented or modified from time to time to the extent permitted by the provisions thereof and by this Agreement, (b) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented or modified from time to time to the extent permitted by the provisions thereof and by this Agreement, and (c)

OMM_US:80436206.9 16

to a statute means such statute as amended, supplemented or replaced from time to time. The exhibits, schedules, addenda, and attachments which are attached to this Agreement are made a part of this Agreement.

24. Third Parties. This Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the Parties intending by the provisions hereof to confer no such benefits or status.

25. Notices. All notices, elections, consents, approvals, demands, objections, requests or other communications which Donor or City may be required or desire to give pursuant to, under or by virtue of this Agreement (collectively, “Notices”) must be in writing and sent by (a) personal delivery, (b) registered or certified mail, return receipt requested, with postage prepaid, (c) nationally recognized overnight courier service that provides receipted delivery service, delivery charges prepaid, or (d) email, in each case of clause (a) through (d), addressed to the respective party at the address for each set forth below. Notices shall be deemed received, and the time period for which a response to any such notice must be given or any action taken with respect thereto (including cure of any prospective Event of Default) shall commence to run upon the earlier of (a) if personally delivered or sent by email or overnight courier, on the date of delivery if delivered before 5:00 p.m. on a Business Day, and otherwise on the next Business Day, or (b) if mailed, on the date of delivery as shown on the sender’s registered mail or certified mail receipt.

Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the Notice. Donor or City may designate another addressee or change its address for notices and other comm unications hereunder by a notice given to the other in the manner provided in this Section 25.

To City: City of Santa Clarita
23920 Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Attn.: City Manager
Email: [email protected]
With a copy to: Burke, Williams & Sorensen, LLP
444 South Flower Street, 24th Floor
Los Angeles, California 90071
Attn.: Joseph M. Montes, Esq.

Email: [email protected]
To Donor: YMCA of Metropolitan Los Angeles.
4301 W. 3rd Street
Los Angeles, CA 90020
Attn: Mark Dengler
Email: [email protected]
With a copy to: O’Melveny & Myers LLP
400 S. Hope Street, 18th Floor
Los Angeles, California 90071
Attn: Brian Kenyon, Esq.

Email: [email protected]

26. No Modification. This Agreement constitute the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior

OMM_US:80436206.9 17

understandings or agreements between the Parties as to the subject matter hereof. No term or provision of this Agreement may be changed or waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

27. No Offer or Binding Contract . The Parties agree that the submission of an unexecuted copy or counterpart of this Agreement by one party to another is not intended by either party to be, or be deemed to be, a legally binding contract or an offer to enter into a legally binding contract. The Parties shall be legally bound pursuant to the terms of this Agreement only if and when the Parties have been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the Parties in their respective sole discretion, and both Donor and City have fully executed and delivered this Agreement. [Signatures on following page(s)]

OMM_US:80436206.9 18

IN WITNESS WHEREOF, Donor and City have caused this Agreement to be executed and delivered, as of the Effective Date.
“Donor”
YOUNG MEN’S CHRISTIAN ASSOCIATION OF
METROPOLITAN LOS ANGELES, a California
nonprofit corporation
By: ___________________________________
Name: ___________________________________
Title: ___________________________________

“City”

CITY OF SANTA CLARITA,
a body corporate and politic
By: ___________________________________
Name: ___________________________________
Title: ___________________________________

ATTEST:
_________________________________________
City Clerk

OMM_US:80436206.9 Exhibit A

Exhibit A
Legal Description
Real property in the City of Santa Clarita, County of Los Angeles, State of California, described as follows:

LOT 1 OF TRACT NO. 31744, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1084, PAGES 93 TO 97 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 2861-051-005 (Affects a portion of said land)
2861-051-014 (Affects a portion of said land)
2861-051-011 (Affects a portion of said land)

OMM_US:80436206.9 Exhibit B - 1

Exhibit B

FORM OF LEASE ASSIGNMENT

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, California 91355
Attention: City Clerk
FEE EXEMPT GOVT. CODE 6103 & 27383
APNs: [______] (Space Above For Recorder’s Use)

THE UNDERSIGNED ASSIGNOR DECLARES THAT THE CITY OF SANTA CLARITA IS

ACQUIRING TITLE AND IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO R & T 11922

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
This ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “Assignment”) is made as of this ___ day of _________, 2023 (“Assignment Date”), by and between YOUNG MEN’S CHRISTIAN ASSOCIATION OF METROPOLITAN LOS ANGELES, a California nonprofit corporation (“Assignor”), and CITY OF SANTA CLARITA, a body corporate and politic (“Assignee”).

A. The Valencia Summit Homeowners Association (“Lessor”), as lessor, and Assignor, as lessee, are the current parties to that certain Lease dated as of March 24, 1986, and recorded September 23, 1987 in the Official Records of Los Angeles County, California (the “Official Records”), as Instrument No. 1987-1521895 (as the same was amended by that certain document(s) recorded September 23, 1987, in the Official Records as Instrument No. 1987-1521896, as further amended by that certain document(s) recorded December 4, 1987, in the Official Records as Instrument No. 1987-1916363, as the same may have been further amended and assigned, the “Lease”), regarding that certain premises located at 26147 McBean Pkwy, Santa Clarita, California, legally described on the attached Exhibit A (the “Property”).

B. Pursuant to, and on the terms and subject to the conditions of, that Donation Agreement, dated as of ________________, 2023, by and between Assignor and Assignee (the “Donation Agreement”), Assignor desires to assign all of its right, title and interest in the Lease to Assignee, and Assignee desires to, among other things, assume all rights and obligations of Assignor under the Lease which relate to or arise on or after the Assignment Date, pursuant to the provisions of this Assignment.

C. This Assignment is made pursuant to Section 23 of the Lease and with the consent of Lessor.

D. Unless otherwise defined herein, capitalized terms as used herein shall have the same meanings as given thereto in the Lease.

E. NOW, THEREFORE, in consideration of the sum of $1.00 and other good and

OMM_US:80436206.9 Exhibit B - 2

valuable consideration, the receipt and sufficiency of which Assignor and Assignee hereby acknowledge, Assignor and Assignee hereby agree as follows:

AGREEMENT

1. Recitals. The foregoing Recitals are incorporated herein by reference.

2. Assignment of Lease. Subject to the terms and conditions herein, Assignor hereby transfers, assigns and conveys to Assignee, and Assignee’s successors and assigns, all of Assignor’s right, title and interest in, to and under the Lease (collectively, the “Assigned Interests”).

3. Assumption of Lease. Subject to the terms and conditions herein, Assignee hereby accepts the assignment of the Assigned Interests and agrees to perform, observe, keep and comply with all the terms, covenants, conditions, provisions and agreements contained in the Lease on the part of the lessee therein to be performed, observed, kept and complied with to the extent relating to the time period, or first arising, on or after the Assignment Date

4. Lessor Consent. Lessor hereby consents to this Assignment and the assignment and assumption of the Assigned Interests described herein. Lessor acknowledges and agrees that this Assignment, among other things, transfers to Assignee ownership of and title to the Facility (as defined in the Lease) during the term of the Lease, including extension of the term of the Lease.

5. Miscellaneous. This Assignment shall be binding on and inure to the benefit of Assignor, Assignee and their respective successors and assigns. This Assignment may be executed in counterparts which, when taken together, shall constitute one and the same instrument. For purposes of the execution of this Assignment, facsimile or electronic signatures shall be deemed originals. In the event a dispute arises concerning this Assignment, the prevailing party in such dispute shall be entitled to receive from the other party any and all costs and expenses incurred by the prevailing party in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees. This Assignment shall be governed by, and construed under, the laws of the state where the property that is the subject of the Lease is located. Each party represents that the person signing this Assignment on behalf of such party has full right and authority to execute this Assignment and that execution and delivery of this Assignment has been authorized by any required vote, consent or approval. [Signature page follows]

OMM_US:80436206.9 Exhibit B - 3

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first written above.

ASSIGNOR
YOUNG MEN’S CHRISTIAN ASSOCIATION OF
METROPOLITAN LOS ANGELES, a California nonprofit corporation By: ___________________________________
Name: ___________________________________
Title: ___________________________________

ACKNOWLEDGMENT
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.

State of California )
County of )

On____________________, before me,
_____________________________________________ ,
(insert name of notary)
Notary Public, personally appeared
______________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

OMM_US:80436206.9 Exhibit B - 4

ASSIGNEE

CITY OF SANTA CLARITA,
a body corporate and politic
By: ___________________________________
Name: ___________________________________
Title: ___________________________________

State of California )
County of )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

OMM_US:80436206.9 Exhibit B - 5

ACKNOWLEDGED AND CONSENTED TO BY LESSOR:

THE VALENCIA SUMMIT HOMEOWNERS ASSOCIATION
By: ___________________________________
Name: ___________________________________
Title: ___________________________________

State of California )
County of )

On____________________, before me, ______________________________________ ,
(insert name of notary)
Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

OMM_US:80436206.9 Exhibit B - 6

Exhibit A
Exhibit A (to Exhibit B)
Real property in the City of Santa Clarita, County of Los Angeles, State of California, described as follows:

LOT 1 OF TRACT NO. 31744, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1084, PAGES 93 TO 97 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 2861-051-005 (Affects a portion of said land)
2861-051-014 (Affects a portion of said land)
2861-051-011 (Affects a portion of said land)

OMM_US:80436206.9 Exhibit C - 1

Exhibit C

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, California 91355
Attention: City Clerk
FEE EXEMPT GOVT. CODE 6103 & 27383
APNs: [______] (Space Above For Recorder’s Use)

THE UNDERSIGNED GRANTOR DECLARES THAT THE CITY OF SANTA CLARITA IS

ACQUIRING TITLE AND IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO R & T 11922

QUITCLAIM DEED
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, YOUNG MEN’S CHRISTIAN ASSOCIATION OF METROPOLITAN LOS ANGELES, a California nonprofit corporation (“GRANTOR”), hereby remises, transfers, releases and quitclaims to CITY OF SANTA CLARITA, a body corporate and politic, all of Grantor’s right, title and interest in, to and under that certain real property located in the County of Los Angeles, State of California, described in Exhibit A attached hereto and incorporated herein by this reference.

Dated: __________, 2023
YOUNG MEN’S CHRISTIAN ASSOCIATION OF
METROPOLITAN LOS ANGELES, a California
nonprofit corporation

By: ___________________________________
Name: ___________________________________
Title: ___________________________________

State of California )
County of )

OMM_US:80436206.9 Exhibit C - 2

On____________________, before me, _____________________________________ , (insert name of notary)
Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

OMM_US:80436206.9 Exhibit C - 3

Exhibit A (to Exhibit C)
Legal Description of the Real Property
Real property in the City of Santa Clarita, County of Los Angeles, State of California, described as follows:

LOT 1 OF TRACT NO. 31744, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1084, PAGES 93 TO 97 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN 2861-051-005 (Affects a portion of said land)
2861-051-014 (Affects a portion of said land)
2861-051-011 (Affects a portion of said land)

Exhibit D - 1

Exhibit D

FORM OF ESTOPPEL CERTIFICATE

TO: City of Santa Clarita (the “City”)

RE: Premises Located at 26147 McBean Pkwy, Santa Clarita, California (the “Premises”)

DATED: , 2023

The undersigned is the Landlord (the “Landlord”) under the Lease dated as of March 24, 1986, and recorded September 23, 1987 in the Official Records of Los Angeles County, California (the “Official Records”), as Instrument No. 1987 -1521895 (as the same was amended by that certain document(s) recorded September 23, 1987, in the Official Records as Instrument No. 1987-1521896, as further amended by that cer tain document(s) recorded December 4, 1987, in the Official Records as Instrument No. 1987 -1916363 (collectively, the “ Lease”), pursuant to which Donor leases the Premises to Young Men’s Christian Association of Metropolitan Los Angeles, a California nonprofit corporation, formerly known as Young Men’s Christian Association (the “ Tenant”). The undersigned Landlord acknowledges that the City will be receiving an assignment of the Lease from the Tenant and, in connection therewith, certifies to the City the following:

1. A true, correct and complete copy of the Lease is attached hereto as Exhibit 1, and the attached Lease is in full force and effect and has not been further amended or modified, except by that certain Third Amendment to Lease by and between Landlord and City, dated as of _____________, 2023, a true, correct and complete copy of which is attached hereto as Exhibit

2. 2. The term of the Lease commenced on March 24, 1986, and will terminate on March 23, 2036, unless renewed as provided in the Lease . Tenant has the option to renew the Lease for one (1) successive term of forty-nine (49) years.

4. Tenant is not in default under the Lease, nor is there any event which, with the g iving of notice or the passage of time, or both, would constitute a default by the Tenant under the Lease.

5. The rental under the Lease for the full term, including any renewal of the term, is One Hundred Dollars ($100.00), and such rental has been paid in full and no further rental is owing by the Tenant under the Lease.

6. The “Facility” (as defined in the Lease) has been constructed and completed by the Tenant in accordance with the terms of the Lease, and the Tenant is the owner of the Facility and all improvements located on the Premises (as defined in the Lease) during the term of the Lease, including any renewal of the term of the Lease.

[SIGNATURE IS ON THE NEXT PAGE]

Exhibit D - 2

THE VALENCIA SUMMIT

HOMEOWNERS ASSOCIATION

By: ___________________________________

Name: ___________________________________

Title: ___________________________________

State of California )
County of )

On____________________, before me,
______________________________________,
(insert name of notary)
Notary Public, personally appeared _______________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

Exhibit D - 3

Exhibit 1 to Estoppel Certificate

[To Be Attached]

Exhibit D - 4

Exhibit 2 to Estoppel Certificate

[To Be Attached]

Exhibit E - 1

Exhibit E

FORM OF BILL OF SALE
Bill of Sale
THIS BILL OF SALE (this “Bill of Sale”) is made as of _____________, by and between Young Men’s Christian Association of Metropolitan Los Angeles, a California nonprofit corporation (“Donor”), and City of Santa Clarita, a body politic and corporate (“City”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Donor does hereby transfers and delivers to City, pursuant to that certain Donation Agreement dated as of ____________________, between Donor and City (the “Agreement”), all of Donor’s right, title and interest in and to all (collectively, the “Personal Property”) machinery, equipment, and fixtures (if any) located on and used in connection with the ownership and operation of, or otherwise relating to, the real property located in the City of Santa Clarita, County of Los Angeles, State of California, as more particularly described on Exhibit A attached hereto (the “Real Property”). The Personal Property is conveyed to City in its “AS IS” condition, with no warranties or representations of any kind whatsoever, except as expressly set forth in the Agreement.

IN WITNESS WHEREOF, Donor has executed this Bill of Sale as of the date first set forth above.

Dated: YOUNG MEN’S CHRISTIAN ASSOCIATION OF

METROPOLITAN LOS ANGELES,
a California nonprofit corporation
By:

Name:

Title:

Exhibit E - 2

Exhibit A (to Exhibit E)
Legal Description of the Real Property
Real property in the City of Santa Clarita, County of Los Angeles, State of California, described as follows:

LOT 1 OF TRACT NO. 31744, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1084, PAGES 93 TO 97 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 2861-051-005 (Affects a portion of said land)
2861-051-014 (Affects a portion of said land)
2861-051-011 (Affects a portion of said land)

Exhibit F - 1

EXHIBIT F

FORM OF GENERAL ASSIGNMENT

ASSIGNMENT AND ASSUMPTION
THIS ASSIGNMENT AND ASSUMPTION (this “Assignment”) is made as of this ____ day of ______________, 2023 (the "Effective Date"), by and between YOUNG MEN’S CHRISTIAN ASSOCIATION OF METROPOLITAN LOS ANGELES, a California nonprofit corporation (“Assignor”) and CITY OF SANTA CLARITA, a body politic and corporate (“Assignee”).

RECITALS
A. Assignor and Assignee have entered into that certain Donation Agreement dated _________ (the “Donation Agreement”), for the donation to Assignee of Assignor’s right, title and interest in and to certain real property more particularly described on Schedule 1 hereto (the “Real Property”); and
B. This Assignment is being made pursuant to the terms of the Donation Agreement for the purpose of assigning to Assignee all of Assignor’s rights, title and interest in and to the Intangible Property (defined below).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignor hereby grants, conveys, transfers, and assigns to Assignee effective as of the Effective Date, without representation or warranty of any kind except as expressly set forth in the Donation Agreement, all of Assignor’s right, title, and interest in and to the Intangible Property (defined below), to the extent assignable. Assignee hereby accepts such grant, conveyance, transfer and assignment, and agrees to fully perform and assume all the obligations of Assignor under the Intangible Property arising from and after the Effective Date. (a) "Intangible Property" is defined herein as, to the extent assignable, all of Assignor’s right, title, and interest in and to any and all intangible property used and/or necessary in connection with the Real Property, including, without limitation, surveys, reports, plans and specifications, contract rights, warranties, guaranties, licenses, permits, entitlements, governmental approvals and certificates of occupancy that benefit the Real Property.

2. This Assignment shall be binding on and inure to the benefit of the parties herein, their successors-in-interest and assigns.

3. This Assignment shall be governed by and construed in accordance with the laws of the State of California without reference to choice of law principles which might indicate that the law of some other jurisdiction should apply.

4. Nothing contained herein shall be deemed or construed as relieving the Assignor or Assignee of their respective duties and obligations under the Donation Agreement. In addition, it is expressly understood and agreed by and between the parties hereto that any liability of Assignor hereunder shall be limited as set forth in the Donation Agreement.

Exhibit F - 2

5. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original for all purposes, and all of which shall constitute one and the same instrument as if all parties had signed the same signature page.

IN WITNESS WHEREOF, this Assignment is made as of the day and year first above written.
“Assignor”
YOUNG MEN’S CHRISTIAN ASSOCIATION OF
METROPOLITAN LOS ANGELES, a California
nonprofit corporation

By: ___________________________________
Name: ___________________________________
Title: ___________________________________

“Assignee”

CITY OF SANTA CLARITA,
a public body corporate and politic

By: ___________________________________
Name: ___________________________________
Title: ___________________________________

ATTEST:
_________________________________________
City Clerk

Exhibit F - 3

Exhibit A (to Exhibit F)
Legal Description of the Real Property
Real property in the City of Santa Clarita, County of Los Angeles, State of California, described as follows:

LOT 1 OF TRACT NO. 31744, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1084, PAGES 93 TO 97 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 2861-051-005 (Affects a portion of said land)
2861-051-014 (Affects a portion of said land)
2861-051-011 (Affects a portion of said land)

Exhibit G

EXHIBIT G

CERTIFICATE OF NON-FOREIGN STATUS
Section 1445 of the United States Internal Revenue Code (the “Code”) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.

For U.S. tax purposes (including Section 1445), the owner of a disregarded entity that has legal title to a U.S. real property interest under local law, and not the disregarded entity itself, is treated as the transferor of the property. _______________ (“Donor”) is conveying certain U.S. real property rights to the City of Santa Clarita, a body politic and corporate (“Transferee”).

Donor is owned one hundred percent (100%), either directly or indirectly, by ___________________ (“Transferor”). To inform Transferee that withholding of tax will not be required upon the transfer of a U.S. real property interest to Transferee by Donor, Transferor hereby certifies to Transferee the following:

1. Donor is a disregarded entity and Transferor is not a disregarded entity (each as such term is defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations promulgated thereunder).

2. Transferor is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate (as these terms are defined in the Code and the Income Tax Regulations promulgated thereunder).

3. Transferor’s United States employer identification number is: _____________.

4. Transferor’s office address is: ______________________________.

Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief, it is true, correct and complete.

Dated as of: ____________________, 2023
TRANSFEROR:

By:

Name:

Title:

Santa Clarita City CouncilFebruary 14, 2023

Santa Clarita City Council
February 14, 2023