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AGREEMENT FOR CONVEYANCE OF RIGHT OF WAY
AND GRANT OF LICENSE FOR ENTRY
(Placerita Canyon Road and 12 th Street)
By and Between
The Newhall School District
And
The City of Santa Clarita
Dated and Effective: __________, 2024
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AGREEMENT FOR CONVEYANCE OF RIGHT OF WAY
AND GRANT OF LICENSE FOR ENTRY
This Agreement for Conveyance of Right of Way and Grant of License for Entry (“Agreement”) is made effective as of __________, 2024 (“Effective Date”) by and between the Newhall School District (“District”), a California public school district, and the City of Santa Clarita (“City”), a California municipal corporation. The District and the City may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. The City has undertaken efforts to plan, design , approve, and construct an extension of Dockweiler Drive, which would result in an east-west arterial through the City, from Sierra Highway to Railroad Avenue (“Dockweiler Extension Project”). A primary purpose of the Dockweiler Extension Project is to improve access and circulation for the Placerita Canyon and Newhall communities.
B. The District owns real property located within the City’s boundaries, at the northwesterly corner of the intersection of Placerita Canyon Drive and 12 th Street (“Property”). The
Property is identified as Los Angeles County Assessor Parcel Number 2833-001-900, and the Property is depicted in Exhibit “A” attached to this Agreement. The District uses the Property for operations, maintenance and warehouse purposes, and at no time does the District require or permit any of its students to be present at or on the Property.
C. As part of the Dockweiler Extension Project, th e City has proposed to construct certain improvements to the intersection of Placerita Canyon Drive and 12 th Street (the “Intersection”) that
would require work both within the current public right of way at the Intersection and along portions of Placerita Canyon Drive and 12 th Street, and on portions of the Property (“City Work”). The City Work includes, generally: (i) realignment of Placerita Canyon Road and construction of a traffic circle at the Intersection; and (ii) realignment and replacement of curbs, gutters, driveways, and other facilities on the Property. A detailed description of the City Work is set forth in Exhibit “B” attached to this Agreement.
D. To facilitate construction of the City Work, th e City has requested that the District: (i) convey to the City a right of way over portions of the Property, to accommodate portions of the traffic circle and related street improvements (“Right of Way”); and (ii) grant to the City a temporary license for entry over portions of the Property, to accommodate construction activities (“License for Entry”).
Exhibit “C” attached to this Agreement sets forth depictions of: (i) the portions of the Property within the proposed Right of Way; and (ii) the portions of the Property that would be subject to the License for Entry (“Entry Area”).
E. Education Code (“EC”) Section 17556 et seq. sets forth the authorization and process for a public school district to convey property interests to municipal corporations, for public street or highway purposes. During its regular, open session meeting on June 13, 2023, and in accordance with EC Section 17557, the Governing Board of the Newhall School District (“District Board”) took the first step in the process by approving and adopting Resolution No 22.23-27 by not less than a two-thirds affirmative vote of all District Board members, to thereby state, among other things, the District Board’s intent: (i) to grant the Right of Way to the City; and (ii) to conduct a public hearing and consider granting the Right of Way to the City, during the District Board’s at 6:00 p.m., or as soon thereafter as practicable, on June 27, 2023, in the District Board’s meeting room.
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F. In accordance with EC Section 17558, the Distri ct: (i) caused copies of Resolution No.
22.23-27 signed by all or at least a majority of the members of the District Board, to be posted on ________________, at three public places within the District’s boundaries; and (ii) caused notice of adoption of Resolution No. 22.23-27 and of the time, date, and place of the meeting at which the District Board would consider conveyance of the Right of Way to the City, to be published in the Santa Clarita Valley Signal, a newspaper of general circulation.
G. On June 27, 2023, the District Board duly opene d, conducted, and closed the public hearing regarding the proposed conveyance of the Right of Way to the City. During the meeting held on June 27, 2023, no protest against the proposed conveyance of the Right of Way, signed by at least 10 percent of the District’s qualified electors, was filed with the District Board. Following close of the public hearing, the District Board approved and adopted Resolution No. 22.23-27 to thereby: (i) approve this Agreement and authorize District staff to cause this Agreement to be fully executed and delivered by both Parties; and (ii) subject to the foregoing, authorize the conveyance of the Right of Way to the City and direct District staff to execute the deed of conveyance and deliver it to the City.
H. The purpose of this Agreement is to set forth t he terms and conditions for the District to convey the Right of Way to the City, as authorized by EC Section 17556, and to grant the associated License for Entry to the City.
Now, in consideration of the foregoing and of the Parties’ respective rights and obligations pursuant to this Agreement, consideration that each Party acknowledges is adequate, the Parties hereby agree as follows:
AGREEMENT
PART 1. CONVEYANCE OF RIGHT OF WAY AND GRANT OF LICENSE FOR ENTRY Section 1.1 Conveyance of Right of Way. Within fifteen calendar days following either the Effective Date or the date both Parties have duly authorized, signed, and delivered this Agreement, whichever is later, the District shall sign and deliver to the City a “Conveyance of Right of Way” substantially in the form set forth in Exhibit “D” attached to this Agreement, notarized to permit recording by the City.
Section 1.2 Grant and Scope of License for Entry. Subject to all other provisions of this Agreement, the District hereby grants the License for Entry to the City. The License for Entry is for all purposes a temporary and non-exclusive contractual license for City officers, employees, consultants, contractors and subcontractors (each a “City Representative”) to enter in and upon the Entry Area, at any and all reasonable times during the License Term (defined in Section 1.3 herein), for purposes related to performance of the City Work. The City’s rights pursuant to the License for Entry shall be subject to restrictions set forth in this Agreement and in any permit, local ordinance, and/or other governmental or quasi-governmental requirement, permit, or approval applicable to the City Work, including, without limitation, any mitigation measures made applicable in accordance with approval(s) of the Dockweiler Extension Project pursuant to the California Environmental Quality Act. The City’s activities within the Entry Area, pursuant to the License for Entry, shall be limited solely to: (i) activities necessary or convenient for planning and obtaining permits and/or other authorizations required for performance of the City Work; (ii) performance of the City Work; and (iii) clean-up, restoration, and remediation of the Property and other necessary post- construction activities. Except for any City Representatives and representatives of any utility companies and other governmental entities having
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competent jurisdiction with respect to the foregoing authorized activities and whose presence is necessary in connection with such activities, the City shall not suffer or permit any third party to enter in and upon the Property.
Section 1.3 License Term. The period during which the License for Entry shall be in effect (“License Term”) commences on the Effective Date and, unless this Agreement is earlier terminated, the License Term shall expire on the earlier of: (i) the date the City has completed the City Work and all related clean-up, restoration, remediation and other post-construction activities to occur on the Property; or (ii) the date that is 270 calendar days after the Commencement Date (defined in Subsection
1.4.3 herein). Notwithstanding the foregoing, the Parties may agree to one or more extensions of the License Term, in each case by means of a duly-approved written amendment to this Agreement.
Section 1.4 Entry Onto Property.
Subsection 1.4.1 Applicability. For avoidance of doubt, the License for Entry shall be deemed and construed to permit the City to access and use only the Entry Area, but the City’s rights to enter in and upon the Right of Way shall be governed by the Conveyance of Right of Way.
Subsection 1.4.2 Preconstruction. On and after the Effective Date, and as authorized by the License for Entry, the City Representatives may enter in and upon the Entry Area for purposes relating to the planning, design, and other pre-construction activities associated with the City Work (“Pre-Construction Activities”). Prior to entry onto the Entry Area in connection with the Pre- Construction Activities, the City shall, in each case, provide written notice of entry to the District (each an “Entry Notice”) not less than 24 hours prior to the entry. However, in each case that the City Representatives intend to conduct any soil sampling, boring, or other invasive or destructive testing, the City must: (i) provide the Entry Notice to the District not less than seven calendar days prior to the date the invasive or destructive testing will be performed; and (ii) obtain the District’s written consent to the testing, which consent the District shall not unreasonably deny, delay, or condition.
Subsection 1.4.3 Construction. Prior to first entering in or upon the Right of Way and/or the Entry Area for purposes of commencing construction activities associated with the City Work (which include, without limitation, staking, grubbing, excavation, grading, installation, et cetera ), the City must provide written notice to the District of the City’s intent to commence construction of the City Work (“Commencement Notice”). The Commencement Notice must specify a date for commencement of construction that is at least seven calendar days, but no more than twenty-one calendar days, after receipt of the Commencement Notice by the District (“Commencement Date”).
PART 2. CITY USE OF PROPERTY
Section 2.1 Diligent and Continuous Efforts. The City must: (i) commence, on or about the Commencement Date, the construction of the portions of the City Work that are to occur on the Property or that affect access to the Property; (ii) make diligent and continuous efforts, following commencement of such construction work, to complete all City Work that is to occur on the Property or that affects access to the Property; and (iii) unless the Parties extend the License Term as provided in Section 1.3 herein, complete the City Work within the 210 day period following the Commencement Date.
Section 2.2 Coordination. In undertaking activities on the Property pursuant to this Agreement, the City must not unreasonably interfere with the activities on the Property of the District
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and/or its contractors, subcontractors and other representatives. The City must confer and reasonably cooperate with the District in regard to coordinating the various activities of the Parties on the Property.
Section 2.3 Permits. The City, at its sole cost and expense, must obtain any and all permits and/or other approvals required in connection with its activities on the Property pursuant to this Agreement. Upon request from the City, the District will, to the extent reasonable, cooperate with the City’s efforts to obtain any such permit or approval.
Section 2.4 Compliance with Laws. In connection with their respective activities on the Property pursuant to this Agreement, the City and each City Representative must comply with any and all laws, regulations, ordinances, rules, and other governmental and quasi-governmental requirements applicable to such activities.
Section 2.5 Payment of Costs. As between the Parties, the City shall be responsible for paying any and all costs and expenses arising from the activities of the City and the City Representatives in connection with the City Work, including, without limitation, any costs required to ensure compliance with laws.
Section 2.6 Safe and Clean Operations. The City must at all times: (i) conduct its activities on the Property in a safe manner, free of unreasonable hazards; and (ii) keep the Property free of any trash, debris, and materials (other than materials being installed) associated with the City Work and/or related activities.
Section 2.7 Use of Reasonable Care. In undertaking any and all activities on the Property permitted or required pursuant to this Agreement, the City must use reasonable care to ensure that no injury to any person or damage to any property results from the City’s activities, including, without limitation, release of any hazardous materials or pollutants.
Section 2.8 Hazardous Materials. At no time and in no event shall the City cause or permit the release or other discharge of any Hazardous Materials (defined below) onto, in, over, under or in the vicinity of the Property, or bring any Hazardous Materials onto, over, or across the Property. If the City or any City Representative becomes aware of the presence of any Hazardous Materials on or at the Property, the City shall immediately provide written notice regarding those Hazardous Materials to the District. For the purposes of this Agreement, “Hazardous Materials” means any hazardous, explosive, radioactive, or toxic substance, material, or waste that is regulated by any federal, state, or local governmental authority. Notwithstanding the foregoing, provided that they are used in accordance with all applicable laws and regulations, and are not spilled or otherwise discharged into or onto the Property, the presence of gasoline, diesel fuel, and common vehicle lubricants in enclosed tanks of construction or delivery vehicles or equipment shall not constitute a violation of the foregoing prohibition.
Section 2.9 Prohibition Against Liens. The City must not suffer or permit to be filed, asserted, or enforced against the District or the Property any stop notice, lien for labor or materials, or claim for damages that arises from or in connection with the activities of the City on the Property pursuant to this Agreement. The City must pay or cause to be paid on a timely basis all bills or claims that could give rise to any such stop notice, lien or claim. If any such stop notice, lien or claim is filed or asserted, the City must cause the same to be fully discharged, by payment, bonding or otherwise, within 20 days of such filing or assertion, and upon any failure of the City to do so, the District shall have the right to do so, by payment, bonding (including without limitation obtaining and recording a lien release bond pursuant to
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California Civil Code Section 8424) or otherwise, and the City shall be responsible for reimbursing the District for all costs and expenses that it incurs in connection with obtaining such release or discharge, including, without limitation, attorneys’ fees and expenses. No failure by the District to post or record any notice of non-responsibility or similar notice shall be deemed or construed to, in any manner or to any extent, diminish or negate the City’s obligations pursuant to this Section.
Section 2.10 Ownership and Inspection of the Property. Except for the Right of Way, nothing in this Agreement shall be deemed or construed to constitute or authorize any conveyance, transfer, limitation, or other modification of the District’s fee interest in the Property, and the District shall at all times retain such fee interest in the Property. Each of the District and its consultants, agents, and other representatives shall have the right, at any and all times, to inspect or observe any or all of the Property and the activities thereon; provided that they do not unreasonably disturb or interfere with the City’s activities pursuant to this Agreement, or create any unreasonable safety hazard.
Section 2.11 Post-Construction Activities. Notwithstanding the early termination of this Agreement as provided herein or the expiration without extension (or further extension) of the License Term, whether prior to or after completion of the City Work, the City shall remain obligated pursuant to this Agreement, at its sole cost, to: (i) promptly remove from the Property any and all materials, equipment, and other personal property brought onto the Property pursuant to this Agreement and not incorporated into the street improvements that are the subject and goal of the City Work; (ii) leave the Property in a safe condition, free of hazards resulting from the City’s activities on the Property; (iii) promptly clean-up, restore, and remediate the Property so that it is in the condition that existed prior to the City commencing the City Work, excepting improvements intended as part of the City Work and conditions caused by the District or others reasonably not subject to the City’s control; (iv) provide, to the District, “as built” construction plans that illustrate the improvements made to the Property, including, without limitation, all changes made during the course of construction; and (v) provide, to the District, a written encroachment permit or such other documentation as reasonably evidences the rights associated with the Property to have driveways within the adjacent public rights of way and related ingress and egress rights.
Section 2.12 Surrender of Property. Except as provided in this Section, the City must cease all activities and promptly quit and surrender the Property (other than the Right of Way) to the District upon the first to occur of: (i) the City has completed the activities authorized or permitted pursuant to this Agreement; (ii) the License Term has expired without extension (or further extension) thereof; or (iii) this Agreement has been terminated in accordance with its provisions. Notwithstanding the foregoing, the City, if applicable, shall remain bound to, and the City must promptly perform, the post- construction obligations described in Section 2.11 herein, and the City shall continue to have access to the Property solely to the extent reasonably necessary for such purposes.
PART 3. ALLOCATION OF RISKS
Section 3.1 Assumption of Risk. As a material part of the consideration to the District for entering into this Agreement, the City hereby assumes any and all risk and liability associated with the activities of the City and/or the City Representatives on or at the Property pursuant to this Agreement.
Each and every person who, based on the City’s rights pursuant to this Agreement, enters in and upon the Property shall be deemed to have done so at the City’s sole risk and liability. None of the District, the District Board or any of its individual members, or any of the District’s officers, employees, agents, or other representatives (each, not including the District, a “District Representative”), shall be deemed or construed to have assumed or to otherwise have any risk or liability whatsoever for or in connection
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with any of the activities of the City or any of the City Representatives on or at the Property pursuant to this Agreement. Notwithstanding the foregoing, the City does not hereby assume risks and liability associated with the active negligence or willful misconduct of the District or any of the District Representatives.
Section 3.2 Property is As-Is and With All Faults. The City, on behalf of itself and all City Representatives, shall be deemed and construed for all purposes to have accepted the Property “as-is” and “with all faults.” For all purposes, the City hereby waives and releases the District and each of the District Representatives with respect to any and all claims, demands, costs, expenses, and other liabilities of whatever nature that arise from, or are asserted to be related to or have some connection with, any condition of the Property.
Section 3.3 Loss or Damage to Personal Property. The City shall be solely responsible for any personal property brought onto the Property and/or used in connection with activities undertaken pursuant to this Agreement. The District shall have no obligation whatsoever to provide any security with respect to any personal property brought onto the Property by the City or any City Representative, and none of the District or the District Representatives shall have any responsibility whatsoever for loss of or damage to any such property. For purposes of this Agreement, the City hereby waives and releases the District and each of the District Representatives with respect to any and all claims, demands, costs, expenses, and other liabilities of whatever nature that arise from, or are asserted to be related to or have some connection with, any loss or damage to personal property.
Section 3.4 Waiver of Liability. The District has entered into this Agreement as an accommodation to the City and, as a material inducement for the District to enter into this Agreement, the City, on behalf of itself and each City Representative, and except as provided in this Section, hereby waives and releases the District and each District Representative with respect to any and all liability whatsoever that may arise from the City’s activities on or at the Property pursuant to this Agreement.
The City’s waiver and release pursuant to this Section does not apply to the extent of any active negligence or willful misconduct of the District or any of the District Representatives.
Subsection 3.5 Civil Code Section 1542 Waiver. In connection with the waivers and releases by the City pursuant to Sections 3.2, 3.3, and 3.4 herein, the City also hereby waives the benefits of Civil Code Section 1542, which provides that:
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.
Section 3.6 City Insurance.
Subsection 3.6.1 Required Policies. Prior to conducting any activities on or at the Property pursuant to this Agreement, the City, at its sole cost and expense, must have in effect the insurance coverage specified in this Section 3.6 and must maintain such insurance in effect at all times prior to completion of all activities to be performed on or at the Property as are permitted or required pursuant to this Agreement. Such insurance in all circumstances shall be primary, and any insurance carried by the District or any of the District Representatives, if applicable to a loss, shall be deemed secondary and excess. The insurance required pursuant to this Section includes:
(i) General Liability Insurance. Commercial general liability insurance, written on an occurrence basis (“modified occurrence” and “claims-made” are not acceptable), including coverage for
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broad form property damage, premises-operations, products-completed operations, and contractual liability assumed by the City pursuant to this Agreement. Such general liability insurance policy or policies shall provide coverage with limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate.
(ii) Vehicle Liability Insurance. Commercial vehicle liability insurance, written on an occurrence basis (“modified occurrence” and “claims-made” are not acceptable), and providing coverage for any and all owned, non-owned, and hired vehicles, and any machinery or apparatus attached thereto, with limits of not less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate.
(iii) Worker’s Compensation Insurance. Worker’s compensation insurance that complies in all respects with applicable laws of the State of California.
Subsection 3.6.2 Designation of Additional Insureds. The general liability and vehicle liability insurance policies required pursuant to this Section each must be endorsed, using ISO Form CG 20 10 11 85 or alternative endorsement reasonably acceptable to the District’s risk manager, to specify that all of the District and District Representatives are additional insured. The coverage provided to the additional insureds must be at least as broad as the coverage provided to the City and may not contain any exclusionary language or limitations applicable only to the additional insureds. The general liability and vehicle liability insurance policies also must include a standard provision for severability of interests (separation of insureds) or, if no such standard provision is included, the policies must be endorsed to include a cross-liability endorsement satisfactory to the District’s risk manager.
Subsection 3.6.3 Waiver of Subrogation. In connection with this Agreement and the City Work, the City, on behalf of itself and its insurers, hereby waives all rights of subrogation against the District. The general liability and vehicle liability insurance policies required pursuant to this Section must be endorsed to include a waiver by each insurer of all rights of subrogation against the District and the District Representatives.
Subsection 3.6.4 Evidence of Coverage. Prior to entering the Property pursuant to this Agreement, the City must deliver to the District such certificates of insurance and endorsements as are sufficient to evidence that the insurance coverage required pursuant to this Section is in effect. If any insurance coverage required pursuant to this Section will expire prior to expiration of this Agreement, the City must provide to the District a renewal certificate of insurance, with all applicable endorsements, prior to the expiration of such coverage.
Subsection 3.6.5 Minimum Insurer Standards. The City must obtain and maintain the insurance policies required pursuant to this Section through one or more insurers qualified to do business in the State of California and having an A.M. Best Company financial strength rating of not less than A- and financial size category of not less than IX. Notwithstanding the foregoing, but subject to conformance with all other provisions of this Section 3.6, the City may obtain and maintain the insurance required pursuant to this Section through: (i) one or more policies of self-insurance that conforms in all respects with applicable law; or (ii) a joint-powers insurance cooperative or authority, of which the City is a member or participant.
Subsection 3.6.6 Insurance Coverage Does Not Limit Liabilities. The insurance coverage to be maintained by the City in accordance with this Section shall not be deemed or construed to limit or qualify the liabilities and obligations assumed by the City pursuant to this Agreement or applicable law, including, without limitation, any indemnification obligations and/or liability in excess of
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the minimum insurance coverage limits required pursuant to this Section. The City shall be solely responsible for paying any and all deductibles and self-insured retentions applicable to the City’s insurance coverage.
Section 3.7 Contractor Insurance. The City shall cause each contractor that will perform any portions of the City Work to be performed anywhere on the Property to have insurance coverage in effect that conforms in all respects with Section 3.6 herein (other than it being the City’s insurance), including, without limitation, requirements for endorsements naming, as additional insureds, the District and each of the District Representatives, waivers of subrogation, and providing evidence of coverage to the District.
Section 3.8 Indemnification. Because the District has entered into this Agreement as an accommodation to the City, the City shall indemnify, hold-harmless, and defend the District and the District Representatives (each a “District Indemnitee”), and each of them, with respect to any and all claims, demands, actions, other proceedings, losses, damages, judgments, costs and expenses (including, without limitation, any and all attorney and expert witness fees, and other legal costs), and other liabilities of any nature whatsoever (each a “Liability”) that arise from the activities of the City and/or any of the City Representatives pursuant to this Agreement or in connection with this Agreement and/or the City Work. However, the City shall not be obligated pursuant to this Section to the extent any Liability arises from the active negligence or willful misconduct of any of the District Indemnitees and, in such event, the District and the City shall be liable and responsible on a comparative basis. With respect to any and each act or incident that occurs prior to the termination of this Agreement, the obligations of this Section shall survive termination.
Section 3.9 Comparative Liability. Notwithstanding anything to the contrary, in the event a court of competent jurisdiction determines that, to any extent, both Parties are responsible and liable for any Liability, the Parties shall request that the court determine the comparative liability of the Parties with respect to that Liability. Thereafter, the Parties shall be responsible for any damages payable on account of such Liability consistent with such comparative liability determination, and a Party shall be entitled to reimbursement from the other Party for damages that it has paid in excess of its share of damages based on such comparative liability determination.
Section 3.10 Statutory Liability. Notwithstanding anything to the contrary, in the event a final judgment issued by a court of competent jurisdiction determines that this Agreement is an agreement within the scope of Government Code Section 895 and, in connection therewith, imposes liability on a Party in connection with a Liability solely through application of Government Code Section 895.2, that Party shall be entitled to contribution from the other Party as provided in Government Code Section 895.6. In the event Government Code Sections 895, 895.2, and/or 895.6 are amended or repealed, the requirements of this Subsection shall apply with respect to any similar, successor or superseding law that imposes liability on a Party consistent with provisions of Government Code Sections 895.2 and 895.6 in effect as of the Effective Date.
Section 3.11 No Personal Liability . Except as may be provided in the Government Claims Act (Government Code Section 810 et seq. ), no member of the City Council, and no officer or employee of the City, shall be personally liable to the District in the event of any default or breach by the City in connection with this Agreement. Likewise, except as may be provided in the Government Claims Act, no member of the District Board, and no officer or employee of the District, shall be personally liable to the City in the event of any default or breach by the District in connection with this Agreement.
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Section 3.12 Survival. With respect to any and all acts, incidents, and/or events that occur prior to termination of this Agreement, each Party’s rights and obligations pursuant to this Part 3 shall survive termination of this Agreement.
PART 4. TERMINATION
Section 4.1 Termination Upon Expiration of License Term. Subject to the other provisions herein, this Agreement shall automatically terminate concurrently with expiration of the License Term.
Section 4.2 Termination by City. If the City reasonably determines that undertaking the construction activities associated with the City Work, as described in Subsection 1.4.3 herein, will not be practicable or feasible, the City may, by giving written notice to the District, terminate this Agreement at any time prior to undertaking such construction activities. Such termination by the City shall be effective immediately upon receipt by the District of the written notice of termination, or as of such later date as may be specified in the notice.
Section 4.3 Termination for Failure to Timely Commence. Notwithstanding anything to the contrary, this Agreement shall automatically and immediately terminate if the City does not provide the Commencement Notice to the District, in accordance with Subsection 1.4.3 herein, within forty-eight months following the Effective Date.
Section 4.4 Termination by District. The District may, by giving written notice to the City, terminate this Agreement in response to any failure by the City to perform or timely perform any of its material obligations pursuant to this Agreement. Such termination by the District shall be effective immediately upon receipt of written notice of termination or as of such later date as may be specified in such notice.
Section 4.5 Consequences of Termination. Upon termination of this Agreement, it shall thereafter have no force or effect, except for rights and obligations that expressly (as stated herein) or implicitly survive termination. If this Agreement terminates or is terminated pursuant to either Section
4.2 or 4.3 herein, or if this Agreement is terminated pursuant to Section 4.4 herein and, at such time, the City has not yet completed construction of a significant portion of the improvements to the Intersection that are part of the Dockweiler Extension Project, then: (i) the Conveyance of Right of Way shall concurrently terminate and shall thereafter be of no force or effect, regardless of whether the Conveyance of Right of Way has been recorded in the real property records of the County of Los Angeles; and (ii) if the Conveyance of Right of Way has been recorded, the City, upon request of the City, shall execute a notice of termination of the Conveyance of Right of Way, in such form as reasonably required by the District and notarized to permit recording by the District. For purposes of this Section and Section 4.6 herein, the phrase “construction of a significant portion of the improvements to the Intersection that are part of the Dockweiler Extension Project” means that the City has already completed clearing, grubbing, demolition, excavation, and trenching within the area of the planned traffic circle and the portions of the Placerita Canyon Road and 12th Street rights-of-way that are adjacent to the Property.
Section 4.6 Limitation on District Right to Terminate. Notwithstanding Section 4.4 herein, if the District provides a notice of termination pursuant to Section 4.4 herein and, at such time, the City has already completed construction of a significant portion of the improvements to the Intersection that are part of the Dockweiler Extension Project, then: (i) this Agreement shall not terminate based on the District’s notice of termination; (ii) the City shall remain obligated pursuant to this Agreement in all
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respects; and (iii) the City shall be obligated to pay any and all damages incurred by the District, as reasonably determined by the District, which may include, without limitation, damages for delay by the City in returning full and unimpeded access to the Property.
PART 5. NOTICES
Section 5.1 General Requirements. Any and all demands and other notices required or permitted to be given pursuant to this Agreement (each a “Notice”) must be in writing and must be given or served in accordance with this Section 5.
Section 5.2 Methods of Delivery. Each Notice must be given or served via: (i) electronic mail (i.e., email) transmission (with original of the Notice deposited into the U.S. mail, first-class postage prepaid, within twelve hours after transmission); (ii) registered or certified United States mail (postage paid by sender, and return receipt requested); or (iii) FedEx, U.P.S. or other reliable, private delivery service (delivery costs paid by sender, and signature of recipient required on electronic or other delivery receipt required).
Section 5.3 Additional Requirements for Giving Notice by Email. As an additional condition to the City sending a Notice by email, the reference (or “re”) line must be specified as “NOTICE FROM CITY OF SANTA CLARITA.” As an additional condition to the District sending a Notice by email, the reference (or “re”) line must be specified as “NOTICE FROM THE NEWHALL SCHOOL DISTRICT.” Because email addresses are subject to change more frequently than physical addresses, if a Notice is to be sent by email, unless the sender has actual knowledge of the then-current correct email address of each intended recipient, the sender must verify the then-current email address of each intended recipient prior to sending the Notice, either by calling or, if applicable, checking the recipient’s website, or the sender must use some other method of delivering the Notice.
Section 5.4 Persons to Whom Notices Must be Sent. Notices sent to a Party must be addressed and delivered to that Party as specified below in this Subsection. A Party may change its address or the person to whom attention should be directed, by giving Notice in accordance with this Section 5. Notices, as applicable, should be addressed as follows:
To District :
Newhall School District
Attn: Leticia Hernandez, Ed.D., Superintendent
25375 Orchard Village Road
Valencia, CA 91355
Email: [email protected]
With Copy to District :
Newhall School District
Attn: Arik Avanesyans, Assistant Superintendent
25375 Orchard Village Road
Valencia, CA 91355
Email: [email protected]
To City :
City of Santa Clarita
Attn: Kenneth W. Striplin, City Manager
23920 Valencia Blvd., Suite 300
Santa Clarita, CA 91355
Email: [email protected]
With Copy to City :
City of Santa Clarita
Attn: Carla Callahan, Senior Engineer
23920 Valencia Blvd., Suite 300
Santa Clarita, CA 91355
Email: [email protected]
Section 5.5 Giving or Service of Notice. A Notice shall be deemed given or served only upon actual receipt by the addressee; provided that, if any Notice is delivered on a weekend day (i.e., Saturday or Sunday) or on any federal or State of California holiday, the Notice shall be deemed to have been given or served as of 9:00 a.m. Pacific time on the next day that is not a weekend or holiday.
BWS/06-16-23
-11- Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
Section 5.6 Applicability. The requirements of this Section 5 shall not be deemed or construed to apply to: (i) communications between the Parties for purposes of day-to-day administration of this Agreement; or (ii) service of process in accordance with any applicable law or rule of court.
PART 6. MISCELLANEOUS PROVISIONS
Section 6.1 Interpretation Guides. The captions and headings set forth herein are for convenience only and in no way establish, define, or limit the scope or intent of any Sections, Subsections, or other provisions of this Agreement. Unless specified otherwise, each reference herein to a Section, Subsection, or other provision shall be a reference to a provision of this Agreement. As used in this Agreement, “must” and “shall” shall be interpreted as mandatory, and “may” shall be interpreted as permissive. Where necessary or useful in the context of this Agreement, use of the singular shall be deemed to include the plural, and use of the plural shall be deemed to include the singular. Unless expressly specified otherwise, references in this agreement to periods of days or other units of time shall mean consecutive calendar days or other units of time.
Section 6.2 Ambiguities. Each Party acknowledges that it had the opportunity to consult with independent legal counsel of its own choice throughout all negotiations preceding the execution of this Agreement, and that it has executed this Agreement after receiving, or having had the unqualified opportunity to receive, the advice of its own legal counsel. Therefore, in interpreting this Agreement, no ambiguity shall be resolved against either Party based on the premise that it or its attorneys were responsible for drafting this Agreement or any provision herein.
Section 6.3 Headings. The Part, Section, and Subsection headings set forth in this Agreement are for the convenience of the reader only and shall not be deemed or construed to establish, define or limit the meaning of any of the provisions herein.
Section 6.4 Incorporation of Recitals and Exhibits. The Recitals set forth at the beginning of this Agreement, and the Exhibits referenced herein and attached hereto, are hereby incorporated as effective and operative provisions of this Agreement.
Section 6.5 Time is of the Essence. Time is of the essence with respect to this Agreement and each of the obligations set forth herein.
Section 6.6 No Assignment. The Parties have entered into this Agreement in recognition of the City’s particular role in serving public needs. Therefore, the City may not assign this Agreement (in whole or in part), assign any of its rights pursuant to this Agreement, or delegate any of its obligations pursuant to this Agreement.
Section 6.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the City’s rights to enter in and upon the Property, and to use the Property, for the purposes specified herein. This Agreement supersedes and replaces any and all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, relating to such subject matter.
BWS/06-16-23
-12- Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
Section 6.8 Amendments Must Be In Writing. This Agreement may be amended from time to time, but, in each case, only by means of a written instrument that has been duly-approved, signed, and delivered by both Parties.
Section 6.9 Waiver. No waiver of any provision of this Agreement shall be valid or effective unless set forth in writing and signed by a duly authorized representative of the waiving Party. Absent an applicable written waiver, no forbearance or indulgence by a Party with respect to any particular obligation or right shall be deemed or construed to constitute a waiver of that obligation or right.
Except as expressly specified in a written waiver, no waiver shall be deemed or construed to be continuing waiver of the same or any other obligation or right.
Section 6.10 Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Except as a court of competent jurisdiction determines necessary to ensure fundamental fairness, any and each arbitration, action, and other proceeding that arises from this Agreement and/or the City Work must be initiated and conducted in an appropriate venue located within the County of Los Angeles, California.
Section 6.11 Severability. If a court of competent jurisdiction issues a final and binding ruling to the effect that any provision of this Agreement is invalid, illegal or otherwise unenforceable, the remaining provisions shall continue in full force and effect, and this Agreement shall be construed, to the extent legally possible, to implement the intent underlying the invalid, illegal, or unenforceable provision.
Section 6.12 No Third Party Beneficiaries. Notwithstanding that this Agreement may result in benefits to the public generally, this Agreement shall not be deemed or construed to benefit or provide any right to any third party. The Parties have entered into this Agreement solely for their own benefit and purposes, and, except as expressly required by law, no third person shall be entitled, directly or indirectly, to base any claim or to have any right arising from, or in connection with, this Agreement.
PART 7. EXECUTION OF AGREEMENT
Section 7.1 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. One or more signature pages may be detached from counterpart originals and combined to physically form one or more copies of this Agreement containing original signatures of both Parties. Signatures in PDF format transmitted electronically (i.e., via email) shall be binding for all purposes of this Agreement.
Section 7.2 Due Authority of Signatories. Each person who has signed this Agreement on behalf of a Party thereby represents and warrants that he, she, or they has been duly authorized by appropriate action of such Party to sign, and thereby bind such Party to, this Agreement.
In Witness Whereof , this Agreement has been executed by the authorized representatives of the Parties, as evidenced by their signatures below.
Newhall School District
By: __________________________________
Leticia Hernandez, Ed.D., Superintendent
City of Santa Clarita
By: _____________________________
Kenneth W. Striplin, City Manager
BWS/06-16-23
-13- Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
Approved as to form:
By: Atkinson, Andelson, Loya, Ruud, & Romo,
Attorneys for the Newhall School District
By: _____________________________
Brian W. Smith, Legal Counsel
District Board Approved: June 27, 2023
Approved as to form:
By: Burke, Williams, & Sorensen, LLP, Attorneys
for the City of Santa Clarita
By: _____________________________
Joseph M. Montes, City Attorney
City Council Approved: November 26, 2024
BWS/06-16-23
-1- Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
EXHIBIT “A”
DEPICTION OF PROPERTY
The Property is depicted below, with partial Assessor Parcel Number highlighted in yellow.
BWS/06-16-23
B-1 Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
EXHIBIT “B”
DETAILED DESCRIPTION OF CITY WORK
Work within the Right of Way and Entry Area will be completed as part of City Dockweiler Extension Project Number S3023. Work to be completed within the Right of Way will consist of the installation of new street improvements including curb and gutters, sidewalks, street lighting, bike trails, driveways, medians, storm drains, landscaping and fencing. Work to be completed within the Entry Area will include updating landscaping along the road frontage, relocating and modifying the access gate and parking area off of 12th street. Plants installed as part of that landscaping will be drought tolerant and low maintenance plants. At all times during performance of the Dockweiler Extension Project Number S3023, the City shall maintain access to the Property at a minimum of two entry/exit points (currently the site has three access points), and shall coordinate such access with the District.
BWS/06-16-23
C-1 Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
EXHIBIT “C”
DEPICTIONS OF RIGHT OF WAY AND ENTRY AREA
The Right of Way totals approximately 3,664 square feet and is highlighted in reddish-orange, in the depiction below. The Entry Area totals approximately 13,173 square feet and is highlighted in yellow, in the depiction below.
BWS/06-16-23
C-2 Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
BWS/06-16-23
D-1 Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
EXHIBIT “D”
Conveyance of Right of Way
Recording requested by,
and when recorded mail to:
City of Santa Clarita
Attn: Carla Callahan, Sr.
Engineer
23920 Valencia Blvd., Suite 300
Santa Clarita, CA 91355
Space above for Recorder’s use only.
Exempt from recording fee pursuant to Gov. Code §6103
CONVEYANCE OF RIGHT OF WAY
For valuable consideration, receipt of which is hereby acknowledged, the Newhall School District (“Grantor”), a public school district organized and existing pursuant to California law, hereby conveys to the City of Santa Clarita (“Grantee”), a California municipal corporation, a perpetual right of way (“Right of Way”) over, upon, and through the real property that is described and depicted in Attachment “A” hereto (“Right of Way Area”). Attachment A is incorporated herein by this reference.
The Right of Way provides the rights to Grantee, subject to the provisions herein, to enter in and upon the Right of Way Area, at any and all times, for purposes of constructing, inspecting, operating, maintaining, repairing, reconstructing, and/or replacing public street and associated improvements (collectively, the “Public Street Improvements”), and to allow public use of the Public Street Improvements. At the Grantee’s discretion, the Public Street Improvements may include water, sewer, natural gas, cable, telecommunication, and other facilities reasonably needed by any public agency, or by any utility or other entity with which the Grantee has a franchise agreement, to provide services to the public. The Grantee’s rights pursuant to the Right of Way are subject to any and all existing covenants, conditions, restrictions, easements, rights, rights-of-way, and encumbrances of record.
By acceptance of the Right of Way, the Grantee: (i) acknowledges that the Grantor reserves any and all reversionary rights to the Right of Way Area; (ii) agrees not to construct or place any structures or other improvements on or in the Right of Way Area, other than the Public Street Improvements; and (iii) agrees not to suffer or permit any claim, lien, stop notice, or other encumbrance arising from the use of the Right of Way Area to be filed against or with the Grantor, or to accrue against or attach to the Grantor’s property of which the Right of Way Area is a part.
By acceptance of the Right of Way, the Grantee agrees to indemnify, defend, and hold-harmless the Grantor, the Grantor’s Governing Board and each member thereof, and the Grantor’s officers, employees, agents, and representatives, and each of them, with respect to any and all liabilities of whatever nature as may arise from use of the Right of Way Area as improved or permitted to be improved by the Grantee.
By acceptance of the Right of Way, the Grantee acknowledges that this Conveyance of Right of Way is subject to certain conditions subsequent specified in that certain un-recorded agreement by and between Grantor and Grantee that is dated __________, 2024, and entitled “Agreement for Conveyance of Right of Way and Grant of License for Entry.” This Conveyance of Right of Way shall be binding upon, and shall inure to the benefit of, the Grantor and the Grantee.
Executed on __________, 2024. Grantor (Newhall School District)
By: __________________________________
Leticia Hernandez, Ed.D., Superintendent
BWS/06-16-23
D-2 Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
Note: Signature must be notarized
BWS/06-16-23
D-3 Right of Way and License for Entry:
Placerita Canyon Road and 12 th Street
005379.0008140
354858.2
ATTACHMENT “A”
Legal Description of Right of Way Area