1 S:\LMD\Susie\Agreements\ReciprocalEasementAgreementTesorodelValleHOA RECORDING REQUEST BY:
WHEN RECORDED RETURN TO:
TBD
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Documentary Transfer Tax $ -0-
(Value and consideration is less than $100.00)
RECIPROCAL EASEMENT AGREEMENT
THIS RECIPROCAL EASEMENT AGREEMENT dated __________________, 20 (this ‘Agreement’), is made by and among Tesoro del Valle Master Homeowners Association, a California nonprofit mutual benefit corporation (“Master Association”), and the City of Santa Clarita, a body corporate and politic (“C ity”), (City and the Master Association to be individually referred to herein as, “ Party” and collectively refer to herein as, “Parties ”), with respect to the following:
A. Whereas on May 9, 2005, a Donation Agreement (“Agreement”) was entered into by and between Montalvo Properties LLC , a California limited liability co mpany (“Donor”) and the County of Los Angeles, a body corporate and politic (County) conveying Donor’s rights, title and interest in and to the Adobe Ranch House (“Historical Site” or “Donated Parcel”) and all adjacent adobe and wood- frame structures (coll ectively, the “Historical Structures” or “Tesoro Adobe Park”) to the County except for all rights, title and interest in and to the water and water rights related to the Donated Parcel, and subject to the reciprocal parking easement in accordance with the terms of such agreement.
B. Whereas, on May 20, 2005, the County, Donor and Tesoro Del Valle Master Home Owners Association (“Master Association”) entered into a Reciprocal Easement and Joint Use Agreement regarding Tesoro Adobe Park, a public park owned and operated by the County.
C. Whereas, on September 6 , 2022, the County Board of Supervisors e xecuted an amended Reciprocal Easement and Joint Use Agreement with Montalvo Properties LLC, the Master Association and the City of Santa Clarita (City) , for the purpose of replacing the County with the City.
D. Whereas, on January 18, 2023, the Master Association, via FirstService Residential, confirmed the Donor (Montalvo Properties LLC) is no longer an existing entity .
2 S:\LMD\Susie\Agreements\ReciprocalEasementAgreementTesorodelValleHOA E. City is the owner of that certain real property located in the County of Los Angeles, more particularly described on Exhibit A . attached hereto and incorporated herein by this reference (the “Historical Site”), upon which is located an adobe ranch house, four other adobe structures and one wood- frame structure (collectively, the “Historical Structures”). C ity is obligated to operate, maintain and preserve the Historical Str uctures and the Historical Site described in the Preservation Covenant ( “Preservation Covenant”) which was recorded against the Historical Site concurrently with the grant deed (Document #) conveying title to City. By separate documentation, the maintenance and operation of the Historical Site and the Historical Structures will continue to be maintained and funded by the existing Landscape Maintenance District, Zone T76 (Tesoro Adobe Park) previously formed and subsequently transferred to City concurrent to the completion of the Tesoro Del Valle annexation.
F. The Master Association and City desire to grant reciprocal nonexclusive easements over and across portions of the Historical Site and that portion of the Master Common Area Lot (the “Master Common Area Easement Area”), more particularly depicted on Exhibit B, attached hereto and incorporated herein by reference.
NOW, THEREFORE, the Parties hereto declare that the Historical Site and the Master Common Area Lot are hereby made subject to the easements, covenants, uses, restrictions, conditions, rights, burdens, benefits and other agreements hereinafter described with the intention that the same shall run with the land and shall be binding upon the Parties and shall inure to the benefit of subsequent owners thereof, upon and subject to the provisions hereof as follows:
1. Reciprocal Easements for Parking and Vehicular and Pedestrian Ingress and Egress.
1.1 Grant of Easements. Master Association hereby creates, establishes and grants a nonexclusive easement (the “Master Common Area Easement ”) over and across the Master Area Easement Area to and for the benefit of and as an appurtenance to the Historical Site for parking purposes and vehicular and pedestrian ingress and egress. City hereby creates, establishes and grants a nonexclusive easement (the “Historical Site Easement”) over and across that portion of the Historical Site depicted on the attached Exhibit C (the “Historical Site Easement Area”) to and for the benefit of and as an appurtenance to the Master Common Area Lot for parking purposes and vehicular and pedestrian ingress and egress. The Master Common Area Easem ent Area and the Historical Site Easement Area are collectively referred to herein as, the “Easement Areas”. The easements granted herein shall continue for as long as the Historical Site is used in accordance with the terms and provisions of the Preservation Covenant.
1.2 Maintenance of Master Common Area Easement Area. The Master Association shall at all times, at its sole expense, maintain the Master Common Area Easement Area in a neat, clean, safe and attractive condition.
1.3 No Interference. Neither the Master Association nor the City shall permit any uses within the Easement Areas which materially interfere with the quiet enjoyment of, and access to and from, the Historical Site and/or the Master Common Area Lot.
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2. Required Insurance.
2.1 By City. City shall at all times maintain in full force and effect comprehensive, broad form, general liability insurance that shall protect against claims and liability for personal injury, death, and/or property damage arising from the use and/or condition of the Historical Site, the improvements thereon, and/or any abutting public ri ght-of-way owned and controlled by the city, in an amount not less than $1,000,000 per occurrence. City shall deliver certificates periodically to the Master Association that provide evidence that such insurance has not lapsed or been materially changed and the same is and will remain in full force and effect for at least one (1) year from the date of the certificate. In lieu of commercial insurance, the City shall retain the right to self-insure all or any portion of its insurance obligations herein.
2.2 By the Master Association. The Master Association shall at all times and at its sole cost and expense maintain in full force and effect comprehensive, broad form, general liability insurance that shall protect against claims and liability for personal injury, death, and/or property damage arising from the use and/or condition of the Master Common Area Easement Area, the improvements thereon, and/or any abutting public right-of-way, and it shall provide combined single limit protection of at least one million dollars, ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. Such insurance shall be carried only with responsible insurance companies licensed to do business in California. The Master Association shall deliver certificates periodically to the City that provide evidence that such insurance has not lapsed or been materially changed and the same is and will remain in full force and effect for at least one (1) year from the date of the certificate, it being the Master Association’s obligation to ensure that the City always has evidence that such required insurance coverage is at all times in force and effect.
3. Indemnification.
3.1 Master Association. The Master Association shall be responsible for all damages to persons or property that occur as a result of Master Association, or its officers, agents, employees, independent contractors, and volunteers’ fault or negligence in connection with Master Association’s participation in the Activity. Further, Master Association shall indemnify and save harmless the City, its officers, agents, employees, independent contractors, and volunteers from all claims, suits, or actions of every name, kind, description, brought for, or on account of, injuries to or death of any person or damage to property arising from or related to the fault or negligence of Master Association, its officers, agents, employees, independent contractors, and volunteers in connection with the Activity.
3.2 City. The City shall indemnify and save harmless Master Association, its officers, agents, employees, independent contractors, and volunteers from all claims, suits, or actions of every name, kind, description, brought for, or on account of, injuries to or death of any person or damage to the property arising from or related to the fault or negligence of the City, its officers, agents, employees, independent contractors, and volunteers in connection with the Activity.
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4. Defaults, Remedies. If any Party hereto shall be in breach or default of its covenants or obligations under this Agreement, then prior to exercising any right or remedy in connection therewith, the nondefaulting Party shall notify the defaulting Party of the occurrence of such breach or default, describing the particulars thereof, and shall demand that the same be fully cured within thirty (30) days after receipt of such notice. If, thereafter, such breach or default is not so fully cured, then the nondefaulting Party may exercise such rights and remedies available to it at law, in equity and/or hereunder including, by way of example only, specific performance and compensation for any damage caused by such breach or default.
5. Rights Cumulative, No Implied Waivers. Each of the rights and remedies available hereunder, at law or in equity are cumulative, and the exercise by any such Party hereto of one or more of such rights or remedies shall not preclude such Party’s exercise, at the same time or different times, of any other right or remedy for the same or any other breach or default by the other Party. No waiver of any right, remedy, breach, default or other provision hereof shall be implied, and any such waiver shall be effective only if in writing and signed by the Party to be charged with such waiver. No waiver of any breach of an y provision hereof shall be deemed a waiver of any subsequent breach whether of the same or another provision hereof.
6. Time of the Essence Construction. Time is of the essence of each and every provision hereof. Use of the neuter shall include the mascul ine and feminine, the singular shall include the plural, and vice versa.
7. Notices. Any notice, demand or other communication which any Party may be required or may wish to give to another Party shall be in writing and shall be addressed to said other Party at the address listed below. Any such notice so addressed shall be deemed delivered upon receipt if delivered personally or by courier service or on the third (3rd) business day after deposit into the U.S. mail if sent by certified mail, postage prepaid, return receipt requested. If any Party wishes to change its address for the receipt of any notice hereunder, then such owner shall notify the other owner of such address change in accordance with the provision of this Section.
If to City:
City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA 91355
Attention: Ken Striplin, City Manager
with a copy to:
_______________________________
_______________________________
_______________________________
_______________________________
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8. Entire Agreement. This Agreement, together with the Exhibits attached hereto and forming a part hereof, constitutes the entire agreement among the Parties with respect to the matters covered herein and supersedes any prior negotiations, understandings or agreements with r espect to the matters contemplated hereby.
9. Exhibits Incorporated. Each of the Exhibits attached hereto are incorporated herein and made a part of the Agreement.
10. Amendments, Waivers in Writing. This Agreement may not be amended or altered except by a written instrument signed by each of the then-owners of fee title to the Historical Site and the Master Common Area Lot.
11. Severability. Should any term, part, portion or provision of this Agreement or any application hereof to any person or circumstance b e held to be illegal, invalid or in conflict with any applicable law, rule or regulation, then the validity of the remaining terms, part, portions and provisions hereof and the application hereof to other persons or circumstances shall be deemed severable, and the same shall remain enforceable and valid to the fullest extent permitted by law.
12. Covenants Running with the Land. The Parties hereto do hereby agree to the provisions hereof on its own behalf and on behalf of the subsequent owners of the Historic al Site and the Master Common Area Lot, it being intended that the Agreement and its provisions shall run with the land, shall be binding upon, and shall inure to the benefit of the Parties hereto and each such subsequent owner of the Historical Site and the Master Common Area Lot.
13. Counterpart. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
14. Supersedes Prior Agreements. This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Master Association and the City including the original Reciprocal Easement and Joint Access Agreement ( Recorded No. XXXX) and Amended Reciprocal Easement and Joint Access Agreement (Recorded No. XXXX).
6 S:\LMD\Susie\Agreements\ReciprocalEasementAgreementTesorodelValleHOA IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by its duly authorized officer(s), agents(s) or representative(s) as of the date first written above.
DATED:___________________ City of Santa Clarita
By: _______________________________
Name: _____________________________
Title: ______________________________
DATED:___________________ “Master Association”
Tesoro del Valle Master Homeowners
Association, a California nonprofit mutual
benefit corporation.
By: _______________________________
Name: _____________________________
Title: ______________________________
By: _______________________________
Name: _____________________________
Title: ______________________________
Exhibits:
A: Description of Historical Site
B: Depiction of Master Common Area Easement Area
C: Depiction of Historical Site Easement Area