1 ATTACHMENT B:
SECOND AMENDED AND RESTATED
PRE-ANNEXATION AGREEMENT BETWEEN THE CITY OF SANTA CLARITA,
CALIFORNIA, AND BLC TESORO, LLC, REGARDING
ANNEXATION TO THE CITY OF SANTA CLARITA
Pursuant to Section 17.27.100(B) of the City’s Municipal Code and except as otherwise stated in this Pre-Annexation Agreement, the City of Santa Clarita (City) and BLC Tesoro, LLC (Owner), hereby agree to the following terms, covenants, and conditions:
A. On November 12, 2019, the City Council adopted a Resolution of Application, Resolution No. 19-57, pursuant to Government Code Section 56700, to initiate annexation proceedings affecting the Tesoro del Valle Annexation area, including Revised Vesting Tentative Tract Map (VTTM) 51644-1 (Project).
B. The Owner agrees to support the City’s annexation of the Project and any associated properties, and to work with and support City planning efforts where such efforts promote and advance the objectives set forth in this Pre-Annexation Agreement.
C. The City agrees to recognize and continue to treat the Los Angeles County (County) approvals, which are part of Revised VTTM 51644-1, its amendments, and its associated entitlements which have been approved by the County prior to the effective date of the annexation, as a vested right to proceed in accordance with applicable County ordinances in effect on the date the application for the County approvals was deemed complete for the term of such map, including permitted uses, parking, setbacks, right of way improvements, landscaping, and hillside development. County approvals can be found in Exhibit A to this Pre-Annexation Agreement. Revised VTTM 51644-1 is attached as Exhibit B to this Pre-Annexation Agreement. The City will not impose any other or additional requirements on the Owner or the property in connection with the subdivision of the property, pursuant to the County approvals, provided the approved Project is not substantially modified. Any modifications beyond those permitted by Chapter 17.09 of the Unified Development Code (UDC) shall comply with City requirements and ordinances. If the Owner seeks to modify a specific item or condition approved by the County, the City will not review or seek to modify any unrelated approval or condition previously approved by the County. The Owner agrees to pay any fees, costs, or impact fees generated by substantial modifications to the Project.
D. The City agrees to provide the Owner with a Planning Division liaison to assist in expediting the Project through all City departments in connection with future submittals, and to make reasonable efforts to minimize delays associated with any City policies or standards that may differ from those of the County.
E. The City will accept dedication of the public streets as each street is completed, with completion being determined by the City’s Public Works Director. The acceptance of
2 dedication by the City will include the assumption of the maintenance and liability responsibility of these public roads. Roads will be constructed in accordance with the County approvals, to County standards.
F. The County approvals may be extended by the Owner, pursuant to Section 66452.6 of the Subdivision Map Act, including one administrative extension, as well as up to six years through action of the Planning Commission, as provided for in Section 17.06.230 of the City’s Municipal Code and the Subdivision Map Act. The City shall not impose any new requirements in connection therewith, other than payment of the City’s then-standard extension fees; however, the City may deny any requested extension on the grounds set forth in Government Code Section 66498.1(c). Any future minor modifications to the approved Project, as determined under UDC Section 17.09, would be subject to the City’s UDC as applicable.
G. The Project is in the Valencia Bridge and Thoroughfare (B&T) District and the City acknowledges the applicant will be constructing the widening of Copper Hill Drive and the bridge over the San Francisquito Creek, which will be eligible for B&T fee credits that shall be applied against the B&T obligation at Building Permit issuance. If B&T credit for bridge construction is not issued prior to Building Permits, then a Letter of Credit or Bond may be posted to temporarily satisfy B&T fees up to the amount of the estimated credit as determined by the City.
H. Copper Hill Bridge Widening
1. Upon first submittal of the construction plans and related documents for the Copper Hill Drive and bridge over the San Francisquito Creek, the Owner agrees to provide the City payment for design/permitting review and construction management in an amount established and approved by the Director of Public Works. Upon receipt of payment by the City, the Owner will receive an equal amount in B&T fee credits which shall be applied against the B&T obligation at Building Permit issuance. The City agrees that the amount established by the Director of Public Works will be a “not to exceed” payment, and the Owner will not be responsible for additional costs associated with design review and construction management unless there are substantial changes made to the scope or schedule of the bridge widening over San Francisquito Creek. The Owner represents that the construction schedule will be nine months twelve (12) months.
2. The City will not issue Certificates of Occupancy (COO) for the Tesoro Highlands project until the construction of the bridge widening commences, as determined by the Director of Public Works. Once the construction of the bridge widening has commenced, the City will begin issuing COO’s for the project up to a maximum of 342 COO’s of the approved 820 units. Once the bridge widening has met the substantial completion milestone of the completion of the bridge deck closure pour, the City will begin issuing additional COO’s for the project up to a maximum of 585 COO’s of the approved 820. It is expected that the bridge widening project will take approximately 12 months to complete. The City will not issue any of the remaining
3 COO’s (units 343 586 through 820) until the bridge widening has been completed, to the satisfaction of the Director of Public Works which is defined as all improvements constructed except the bridge lights and street lights on Copper Hill Drive.
3. Applicant agrees to obtain all applicable jurisdictional approvals, comply with all applicable federal, state, and local laws, rules, codes, and regulations, and obtain, coordinate and pay for all studies, permits, fees, and agency inspections required to build the Copper Hill Bridge.
I. The Owner agrees to offer in dedication land for the purpose of open space to the City per Exhibit C to this Pre-Annexation Agreement. All open space dedications shall be recorded with each applicable final map phase, or by separate instrument at the recording of the applicable final map phase. The City understands that a portion of the open space being dedicated to the City is required habitat mitigation as part of the approval and will have restricted use. The City shall accept the open space offered for dedication by the applicant, subject to the terms and conditions of the Open Space Management and Maintenance Agreement (Open Space Agreement), attached as Exhibit D to this Agreement.
J. The Owner shall construct a Class 1 trail connection from the sidewalk on the north side of Copper Hill Drive west of the Copper Hill Drive Bridge to the northerly terminus of the westerly San Francisquito Creek Trail on the southside of the Copper Hill Drive Bridge. In addition, the Owner shall construct a Class I trail connection from the northerly terminus of the easterly San Francisquito Creek Trail on the southside of the Copper Hill Drive Bridge. The trail connection shall pass under the Copper Hill Drive Bridge and loop around to the northside of Copper Hill Drive at the intersection with McBean Parkway. All new or modified trail striping and markings shall be the responsibility of the owner. All new and existing inaccessible trail facilities shall be designed and constructed to the satisfaction of the City Engineer. The City represents that the City already has easement rights for the existing Class 1 trails and that the Owner is not being required to obtain any additional ownership or easement rights for the existing Class 1 trails. The existing Class 1 trails refers to the sections on easterly and westerly San Francisquito Creek Trail that extend under the Copper Hill Bridge from the north side of the bridge to the trails on the south side of the bridge. Finally, the Owner agrees to pay for the cost of posting signage on the existing Cliffie Stone Trail south of the Copper Hill Bridge and north of the Copper Hill Bridge on the existing trail alignment set by the City and the County of Los Angeles, along with contribution to the City upon the annexation to the City for any necessary brush clearance on this portion of the Cliffie Stone Trail in the amount of $500.
1. The applicant shall secure, at the applicant's expense, sufficient title or interest in land to permit construction of any required off-site improvements.
2. If the applicant is unable to acquire sufficient title or interest to permit construction of the required off-site improvements, the applicant shall notify the City of this inability not more than six months after the annexation is complete. In such case, the City may
4 thereafter acquire sufficient interest in the land, which will permit construction of the off-site improvements by the applicant.
3. The applicant shall pay all of the City's costs of acquiring said off-site property interests. The cost of acquisition may include, but is not limited to, acquisition prices, damages, engineering services, expert fees, title examination, appraisal costs, acquisition services, relocation assistance services and payments, legal services and fees, mapping services, document preparation, expenses and/or damages (as provided under Code of Civil Procedures Sections 1268.510-.620), and overhead.
4. If required, the City shall commence an eminent domain action to acquire the property to be improved within 120 days of the notification set forth in Section J.2. (J.2.) above. The applicant shall have no further obligations to pay for the acquisition of the property nor to install or pay for the improvements on the property if the City has not commenced an eminent domain action to obtain the necessary property within 120 days of the notification set forth in J.2.
5. At the time the applicant notifies the City, as provided in J.2., the applicant shall simultaneously submit to the City, in a form acceptable to the City, all appropriate appraisals, engineering specifications, legal land descriptions, plans, and other documents deemed necessary by the City to commence its acquisition proceedings.
6. The applicant agrees to deposit with the City, within five days of request by the City, such sums of money as the City estimates to be required for the costs of acquisition. The City may require additional deposits from time-to-time.
7. If the City dismisses the eminent domain action referred to in J.4. above, or if the Superior Court rules in a final judgment that the City may not acquire the necessary property, the applicant shall have no further obligations to pay for the acquisition of the property, nor to install or pay for the improvements on the property. Notwithstanding the foregoing, the applicant shall reimburse the City for all costs incurred to the point of dismissal or to obtain the final judgement, including any court ordered payment amounts included in or resulting from such dismissal or judgement.
8. The applicant shall execute any agreements mutually agreeable prior to providing the notice described in J.2. as may be necessary to assure compliance with the foregoing conditions, including, but not limited to, a property acquisition and reimbursement agreement.
9. Failure by the applicant to notify the City, as required by J.2., or simultaneously submit the required and approved documents specified in J.5. above, or make the deposits specified in J.6. above, shall, with the exception of J.7. above, constitute applicant's waiver of the requirements otherwise imposed upon the City to acquire necessary interests in the property referred to hereinabove.
5 K. The City agrees to accept all public trails within any City-owned open space and the additional City trails required by the County approvals and constructed to County standards, and maintain said trails to City standards, including the Cliffie Stone Trail and Outpost East Trail Rest Area which will be transferred to City ownership as part of the annexation.
L. The City agrees that the parks developed as part of the County approvals will be constructed to County standards and dedicated to and maintained by the HOA, except the Outpost East Trail Rest Area, which will be a City facility.
M. The City understands the Owner has formed a Mello-Roos Community Facilities District (CFD) with the California Municipal Finance Authority (CMFA) that is authorized to levy annual special taxes and issue bonds to finance approximately $38,000,000 in public improvements and impact fees associated with the Project. Owner included within the formation of such CFD a separate service special tax over the Project to be levied in perpetuity to fund the management and maintenance of the open space described in Section I of this Agreement. This will generate a minimum of $50,000 per year in revenue, which amount shall be adjusted annually for inflation as described in the County approvals and the Open Space Agreement to be entered into by the City and the Owner.
The City presented to the City Council, for its consideration, a resolution to (a) allow the CFD to be established by CMFA, pursuant to CMFA’s Bond Opportunities for Land Development (BOLD) Program, and to be authorized to levy the services special tax described above and a special tax to finance certain improvements that will be City improvements before the annexation, and certain ones that will be City improvements following the annexation, including those improvements listed in Exhibit E (City Improvements), and a portion of the Project’s B&T Fees listed in Exhibit E (Financed Fees); (b) authorize the CFD to finance the Stewardship Costs in the amount of $59,000 and remit to the City the CFD services special tax for use by the City as Stewardship Funds, pursuant to the Open Space Agreement (as such terms are defined in the Open Space Agreement); and (c) approve the form and authorize the execution of a joint community facilities agreement with CMFA and the Owner relating to the CFD and an Acquisition Funding Agreement with CMFA and the Owner relating to the City Improvements and the Financed Fees. Should the CFD not be formed, the HOA shall be responsible to cover the applicable costs of maintenance of the open space described in Section I of this Agreement.
N. The Developer shall be required to form a Drainage Benefit Assessment Area to fund maintenance of any water quality devices within the Project that the Los Angeles County Flood Control District will not maintain as part of the Storm Drain transfer process.
O. The Developer may opt to form a Benefit Assessment District over the Project, such as a Lighting and Landscape Maintenance District (LLMD), to fund the services conditioned by and described in the County approvals where a HOA or County-formed Benefit Assessment District has not been formed over the Project or the Project not been annexed into an existing County-formed Benefit Assessment District. The City agrees to conduct
6 such assessment district proceedings. Such services include, but are not limited to, streetlighting and landscape maintenance.
P. Miscellaneous.
1. Severability. If any provision of this Agreement is held, to any extent, invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect.
2. Waiver or Modification. Any waiver or modification of the provisions of this Agreement must be in writing and signed by the authorized representative(s) of each party. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of the party’s right to insist upon and demand strict compliance by the other party with the terms of this Agreement.
3. Binding upon Heirs, Successors and Assigns. The terms, covenants, and conditions of this Agreement shall be binding upon all heirs, successors, and assigns of the parties hereto.
4. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of Los Angeles, State of California.
5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. The parties agree that this Agreement may be transmitted and signed by facsimile or electronic mail by either/any or both/all parties, and that such signatures shall have the same force and effect as original signatures in accordance with California Government Code Section 16.5 and Civil Code section 1633.7.
6. Interpretation. This Agreement shall be construed according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the party preparing or drafting the Agreement, or any part thereof, shall apply to the interpretation of this Agreement.
7. Effective Date, Termination, and Enforcement. This Agreement shall become effective following approval by the City Council and upon signature by all parties, and shall continue in full force and effect for the duration of the entitlements described in Paragraph C herein, unless terminated by mutual agreement of the parties in writing. An individual party may terminate this Agreement for default, but only after written notice of default and a failure by the defaulting party to cure the default within 30 days, or if not possible within 30 days, within a reasonable time thereafter, so long as a cure is commenced within 30 days and thereafter diligently pursued until completion. In addition to
7 the right to terminate, as well as any other remedy provided at law, a non- defaulting party may also pursue specific performance as a remedy.
SIGNATURES ON THE NEXT PAGE
NOW THEREFORE, the parties hereby execute this Pre-Annexation Agreement as authorized by the City Council of the City of Santa Clarita and BLC Tesoro, LLC.
Dated: ____________ , CITY OF SANTA CLARITA
By:_________________________________________
Cameron Smyth, Mayor
ATTEST:
Mary Cusick, City Clerk
APPROVED AS TO FORM:
City Attorney
BLC TESORO LLC,
a Delaware limited liability company
By:
Name:
Title:
By:
Name:
Title:
EXHIBIT A
LOS ANGELES COUNTY APPROVALS FOR VTTM 51644-01
APPROVED NOVEMBER 7, 2018,
and AMENDED JUNE 23, 2020, and JUNE 15, 2021,
INCORPORATED BY REFERENCE
EXHIBIT B
REVISED VTTM 51644-01
INCORPORATED BY REFERENCE
EXHIBIT C
VTTM 51644-01 OPEN SPACE EXHIBIT
INCORPORATED BY REFERENCE
EXHIBIT D
OPEN SPACE AGREEMENT
INCORPORATED BY REFERENCE
EXHIBIT E
VTTM 51644-01 COMMUNITY FACILITIES DISTRICT EXHIBIT
I. Acquisition Improvements 1
A. Extension of Avenida Rancho Tesoro (“A” Street) (subject to annexation) (est. cost $4,500,000)
B. Trail improvements (est. cost $2,500,000)
C. Debris basins, Lots 2421-2435, Lot 2537 (est. cost $2,300,000)
D. Copper Hill Bridge Improvements (est. cost $12,700,000)
II. Financed Fees
The B&T fees shall include the Valencia Bridge and Major Thoroughfare Construction Fee District development impact fees imposed and collected by the City, as it may be amended or superseded, net of applicable credits.