13001-0007\3027298v5.doc Page 1 of 6
RESOLUTION NO. 24-_____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA,
CALIFORNIA, APPROVING A REAL PROPERTY TRANSFER AGREEMENT BETWEEN
THE COUNTY OF LOS ANGELES AND THE CITY FOR THE DOCKWEILER DRIVE
EXTENSION PROJECT, MAKING FINDINGS OF CONSISTENCY PURSUANT TO THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT WITH THE DOCKWEILER DRIVE
EXTENSION PROJECT EIR AND THE ADDENDUMS TO THAT EIR, AND TAKING
RELATED ACTIONS
WHEREAS, the City of Santa Clarita (City) plans to undertake the extension of Dockweiler Drive (the Dockweiler Drive Extension Project). The Dockweiler Drive Extension Project is a multi-phased capital improvement project coordinated by the City and The Master’s University to improve circulation and access to the Placerita Canyon and Newhall communities in the City. The Dockweiler Drive Extension Project will extend Dockweiler Drive from the existing terminus to Railroad Avenue at 13th Street creating a vital link between the communities to the east of the railroad/Newhall Creek, including The Master’s University, and Old Town Newhall and Newhall Metrolink Station; and
WHEREAS, in connection with the Dockweiler Drive Extension Project, the City proposes to construct a pedestrian and bicycle pathway and bridge south of Dockweiler Drive that will cross over Newhall Creek to connect with the northwest end of the Newhall Metrolink Station parking lot, located to the south of the proposed Dockweiler Drive roadway extension (the Bike Path Project). The Bike Path Project is more fully described in the City’s Addendum to the Dockweiler Drive Extension Project Environmental Impact Report (EIR); and WHEREAS, the City must assemble property for the construction of the Dockweiler Drive Extension Project, including the Bike Path Project by acquiring certain properties that were identified in the Dockweiler Drive Extension Project EIR as being within the preferred roadway alignment of the Project; and
WHEREAS, the City is the owner in fee simple of a 2-acre un-subdivided portion of an approximately 21.24-acre undeveloped parcel located in the City near the easterly terminus of Norland Drive between the Antelope Valley Freeway and the Santa Clara River (the City Property), which is more fully described and depicted in the “Agreement of Real Property Transfer,” a copy of which is attached hereto as Exhibit A; and WHEREAS, the City Property is zoned for open-space, is not currently being used, and City staff has determined that it is not necessary for the City’s use; and WHEREAS, the County of Los Angeles (County) asserts that it is the owner in fee simple of the following real property in the City: (i) the property which the County currently uses as a public works maintenance yard and which is generally located at 22234 Placerita Canyon Road (Placerita Maintenance Yard), including a strip of land between the maintenance yard and the southerly side of Placerita Canyon Road; (ii) Emberbrook Drive from its intersection with Placerita Canyon Road through the County’s maintenance yard until its southeasterly terminus; and (iii) Lyons Avenue (an undeveloped “paper street”) from its intersection with Placerita 13001-0007\3027298v5.doc Page 2 of 6
Canyon Road and along the southerly side of Placerita Canyon Road to its southerly terminus at the Los Angeles County Metropolitan Transportation Authority (LACMTA) railroad right of way, all of which land is described and depicted in the Agreement for Real Property Transfer (the County Property); and
WHEREAS, City staff has evaluated the County Property and has determined that the County Property is suitable for the City’s use for the Dockweiler Drive Extension Project, and that portions of the County Property are suitable to exchange for other property necessary for the proposed Dockweiler Drive Extension Project, including the Bike Path Project; and WHEREAS, in order to complete the Dockweiler Drive Extension Project, the City must acquire the County Property; and
WHEREAS, the City and the County have negotiated the Agreement of Real Property Transfer between the County and the City, which is a land swap agreement by which the City Property will be conveyed to the County, the County Property will be conveyed to the City, the City will pay $1.1 million to the County for relocation of its Placerita Maintenance Yard onto the City Property, and the parties will take related and implementing actions necessary to carry out those property exchanges; and
WHEREAS, on April 10, 2018, the City Council certified the Final Environmental Impact Report for the Dockweiler Drive Extension Project (State Clearinghouse No. 2013082016) by way of City Council Resolution 18-10, and approved the Extension Project by way of City Council Resolution 18-11; and
WHEREAS, by prior action at the same meeting at which this Resolution is considered, the City Council has approved the City’s Addendum to the City’s previously certified EIR for the Dockweiler Drive Extension Project addressing the preferred alignment and infrastructure improvements at 13
th Street and Railroad Avenue and the Newhall Creek Bike Path Project; WHEREAS, staff has reviewed the proposed Agreement of Real Property Transfer between the County and the City with respect to the applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) (CEQA) and also considered a separate County prepared Addendum to the Dockweiler Drive Extension Project EIR which evaluated the impacts of the Agreement of Real Property Transfer between the City and the County including the relocation of the County’s Placerita Maintenance Yard onto the City Property on Norland Drive, which County prepared Addendum was approved by the County Board of Supervisors as Agenda Item No. 46 on its Regular Meeting of November 6, 2024. The findings contained in the Staff Report for this agenda item, with respect to the approval of both Addendums and the information, content, and analysis contained in those two Addendums, are incorporated herein by this reference as the evidence to support the City Council’s determinations that the actions taken by this Resolution are within the scope of the EIR for the Dockweiler Drive Extension Project, and that pursuant to State CEQA Guidelines Section 15164, only minor changes to the EIR were required and that none of the conditions described in State CEQA Guidelines Section 15162 have occurred; and
WHEREAS, on August 18, 2024, the City’s Community Development Director determined, pursuant to Government Code Section 65402, that the property acquisitions and 13001-0007\3027298v5.doc Page 3 of 6
dispositions contained within and provided by the Agreement of Real Property Transfer between the County and the City are in conformance with the City’s General Plan; and WHEREAS, by separate resolution adopted concurrently with this Resolution, the City Council has declared that the City Property is exempt surplus land pursuant to the Surplus Land Act (the Act), and that the City may transfer the City Property to the County without further regard to the requirements of the Act, except for the requirement to notify the California Department of Housing and Community Development (HCD); and WHEREAS, by separate resolution adopted concurrently with this Resolution, the City has summarily vacated: (i) the offer of dedication for future public road purposes in Norland Drive, including the portion of Norland Drive through the City Property to be conveyed to the County, (ii) Lyons Avenue from Placerita Canyon Road on the north to Los Angeles County Metropolitan Transportation Authority Railroad right of way on the south, and (iii) a specific portion of Placerita Canyon Road commencing on the south side of, and outside of, the 40-foot wide portion of that Road that is used for vehicular travel, which portion begins east of Aden Avenue at the northerly terminus of Lyons Avenue and proceeding easterly of Aden Avenue approximately 650 feet, together with a small portion on the north side Placerita Canyon Road westerly of Aden Avenue, and slope easements on each side of those portions of Placerita Canyon Road; and
WHEREAS, the accompanying agenda report, which is incorporated herein by this reference, provides supporting information upon which the declarations and findings set forth in this Resolution are based.
NOW, THEREFORE, the City Council of the City of Santa Clarita, California does hereby resolve as follows:
SECTION 1. The above recitals are true and correct and are a substantive part of this Resolution.
SECTION 2. This Resolution has been reviewed with respect to the applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) (CEQA).
The City Council concurs in staff’s determination that the City’s Addendum to the City’s previously certified EIR (State Clearinghouse No. 2013082016) for the Dockweiler Drive Extension Project and the County’s Addendum to the same EIR appropriately describes and evaluates the potential environmental impacts for the land exchanges described in this Resolution. The City Council has also reviewed the separate County prepared Addendum to the Dockweiler Drive Extension Project EIR which evaluated the impacts of the Agreement of Real Property Transfer between the City and the County, including the relocation of the County’s Placerita Maintenance Yard onto City Property on Norland Drive, which County prepared Addendum was approved by the County Board of Supervisors as Agenda Item No. 46 on its Regular Meeting of November 6, 2024. The City Council further finds that all potentially significant environmental impacts from the project have been mitigated to level of less than significance, that such mitigation measures are part of and incorporated into the previously adopted Mitigation Monitoring and Reporting Plan that was adopted in connection with each above-described environmental document, and that any impacts that are not mitigated to a level of less than significance are addressed in the Findings and Statement of Overriding 13001-0007\3027298v5.doc Page 4 of 6
Considerations that accompanied the Final EIR for the Dockweiler Drive Extension Project, which findings are incorporated herein as set forth in full and adopted by this provision. The City Council makes these findings and determinations as an exercise of its independent judgment.
SECTION 3. Based on all the findings contained in this Resolution and the facts and evidence submitted to the City Council in connection with the agenda report for this matter, the City Council hereby approves the Agreement of Real Property Transfer between the County and the City, attached hereto as Exhibit A.
SECTION 4. The City Manager is hereby authorized to execute the Agreement of Real Property Transfer between the County and the City, subject to any final changes and corrections that are determined necessary by the City Manager and City Attorney.
SECTION 5. The City Manager is authorized to execute the Certificate of Acceptance of the County Property and to cause that Certificate to be recorded concurrently with the Deed by which the County Property is conveyed to the City.
SECTION 6. The officers and staff of the City are hereby authorized, jointly and severally, to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified and confirmed.
SECTION 7. This Resolution will become effective immediately upon adoption.
PASSED, APPROVED, and ADOPTED this ____ day of ______________, 2024. ___________________________________
MAYOR
ATTEST:
________________________________
CITY CLERK
________________________________
DATE:
13001-0007\3027298v5.doc Page 5 of 6
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Mary Cusick, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution No. 24-____ was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the ____ day of ________, 2024, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS
____________________________________
CITY CLERK
13001-0007\3027298v5.doc
EXHIBIT A
AGREEMENT FOR REAL PROPERTY TRANSFER
BETWEEN THE COUNTY AND THE CITY
[See attached]
HOA.104872664.5
13001-0007\3002510v7.doc
AGREEMENT OF
REAL PROPERTY TRANSFER
by and between
the COUNTY OF LOS ANGELES,
a body corporate and politic
and
the CITY OF SANTA CLARITA,
a California municipal corporation
HOA.104872664.5 -i-
13001-0007\3002510v7.doc
TABLE OF CONTENTS
Page
Recitals ........................................................................................................................... 2 Transfer of Property ......................................................................................................... 2 Transfer Consideration .................................................................................................... 2 Total Consideration to County ......................................................................................... 2 Condition of County Land and City Land ......................................................................... 3 Closing ............................................................................................................................ 5 County's Limited License to Use Portion of County Property After Close of Escrow ........ 9 Representations, Warranties, Covenants and Acknowledgments; Releases ................. 10 (9) Rights and Remedies Upon Default ............................................................................... 13 (10) Binding Effect ................................................................................................................ 14 (11) Governing Law .............................................................................................................. 14 (12) Time of Essence ............................................................................................................ 14 (13) Counterparts.................................................................................................................. 14 (14) Waiver ........................................................................................................................... 14 (15) Construction .................................................................................................................. 14 (16) Headings ....................................................................................................................... 15 (17) Severability .................................................................................................................... 15 (18) Brokers .......................................................................................................................... 15 (19) Assignment ................................................................................................................... 15 (20) Merger ........................................................................................................................... 15 (21) General Rules of Interpretation ...................................................................................... 15 (22) Date of Performance ..................................................................................................... 15 (23) Third Parties .................................................................................................................. 16 (24) Acceptance of the Deeds .............................................................................................. 16
HOA.104872664.5 -ii-
13001-0007\3002510v7.doc
(25) Notices .......................................................................................................................... 16 (26) No Modification .............................................................................................................. 17 (27) Rights of the Escrow Company...................................................................................... 17 (28) Solicitation of Consideration .......................................................................................... 17 (29) No Offer or Binding Contract ......................................................................................... 18
Exhibits
Exhibit A-1, A-2, A-3
Exhibit B
Deeds
County's Personal Property
HOA.104872664.5 -1-
13001-0007\3002510v7.doc
AGREEMENT OF REAL PROPERTY TRANSFER
THIS AGREEMENT OF REAL PROPERTY TRANSFER (this "Agreement") is effective as of ______________________, 20___, (the " Effective Date ") and is entered into by and between COUNTY OF LOS ANGELES, a body corporate and politic (" County"), and the CITY OF SANTA CLARITA, a California municipal corporation (" City"). Each of City and County are occasionally referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the City is undertaking the extension of Dockweiler Drive (the "Project"). The proposed Project is a multi-phased capital improvement project being coordinated by the City and The Master's University and would extend Dockweiler Drive from its existing terminus on the east to Railroad Avenue at 13th Street on the west.
WHEREAS, the County is the owner of that certain improved real property located at 22234 Placertia Canyon Road, in the City of Santa Clarita, County of Los Angeles, State of California.
WHEREAS, the County also asserts that it owns various interests in Emberbrook Drive, Lyons Avenue and Placerita Canyon Road, in the City of Santa Clarita, County of Los Angeles, State of California.
WHEREAS, the County desires to transfer the County improved real property to City, and City desires to accept the County improved real property, and all rights, title, and interest in Emberbrook Drive, Lyons Avenue and Placerita Canyon Road for purposes of constructing road improvements in connection with the Project, as more particular ly described on the Quitclaim Deed attached hereto as Exhibit A -1 (collectively the " County Land"), upon the terms and conditions set forth in this Agreement.
WHEREAS, as a result of the Project, the County will need to relocate is operations from County Land.
WHEREAS, the City has offered to the County a 2-acre replacement site in addition to an easement for ingress, egress and utility purposes on a portion of that certain improved real property located in the City of Santa Clarita, County of Los Angeles, State of California, as more particularly described on the Quitclaim Deed and Easement Deed attached hereto as Exhibit A- 2 and Exhibit A-3 , subject to a reservation by the City for a twenty-four (24) foot wide easement for ingress, egress and utility purposes through such 2 acre parcel, as described in said Quitclaim Deed (collectively the "City Land")
WHEREAS, the City agrees to support the County's vacation of Norland Drive or process the County's request to vacate Norland Drive, a private and public street dedicated by Parcel Map No. 18161.
WHEREAS, the City desires to transfer the City Land to County, and County desires to accept the City Land, upon the terms and conditions set forth in this Agreement.
HOA.104872664.5 -2-
13001-0007\3002510v7.doc
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 County, each intending to be legally bound, do hereby covenant and agree as follows:
(1) Recitals. All the Recitals set forth above are true and accurate and are incorporated herein by reference.
(2) Transfer of Property. County agrees to quitclaim its interests to the County Land to the City, and City agrees to accept from the County the County Land, and City agrees to quitclaim its interests to the City Land to the County, and County agrees to accept from the City the City Land, upon the terms, provisions and conditions set forth in this Agreement, all of their respective Parties' rights, titles and interests in their respective property (i.e., the County Land and the City Land), free and clear of all liens, assessments, and taxes, together with all of respective Parties' right, title and interest in all of the following items in respect of the County Land and the City Land (collectively, the "Property"):
(a) all rights, privileges, easements, appurtenances, and other estates pertaining or appurtenant to the County Land and City Land, including, without limitation, all oil, gas, air, water, and mineral rights and all easements, rights -of-way, and other appurtenances used or connected with the beneficial use or enjoyment of the County Land and City Land (collectively, the "Appurtenances"); (b) any and all improvements and fixtures located on the County Land and City Land and Appurtenances (collectively, the " Improvements" and together with the County Land and City Land and Appurtenances, the "Real Property"); and (c) any and all improvements, fixtures, personal property, equipment, supplies, and appurtenances located in, on or under the County Land and City Land and used in the operation of the County Land (the " County Property"), with the exception of that County Personal Property that will be removed by the County from the County land as described in the attached Exhibit B.
(3) Transfer Consideration.
(a) Monetary Consideration for Transfer . Subject to the terms and conditions in this Agreement, the City agrees to quitclaim its interests in the City Land to the County and pay to the County additional monetary c onsideration of One Million One Hundred Thousand Dollars ($1,100,000.00) (the "Transfer Consideration"), in exchange for the County agreeing to quitclaim its interests in the County Land to the City. Provided that all of the other conditions precedent to City's obligation to acquire the County Land are timely satisfied, then at least one (1) business day prior to the Closing Date, City shall deposit into Escrow (as defined in Section (6)(a)) the Transfer Consideration.
(4) Total Consideration.
(a) The County acknowledges and agrees that the City Property, Transfer Consideration, and the release by the City set forth in Section 11(a)(vii) below
HOA.104872664.5 -3-
13001-0007\3002510v7.doc
constitute the total consideration to the County for the County Property and the County release set forth i n Section 11( b)(vii), including without limitation, just compensation, lease bonus value, lost rents, business goodwill, furniture, fixtures and equipment, pre- condemnation damages, claims of inverse condemnation, attorneys' fees, costs, interest and any and all other damages in complete settlement of all claims, causes of action and demands of County against City because of City's acquisition of the County Property and for any and all claims (known and unknown) arising from or relating to the exchange of p roperty that is the subject of this Agreement.
(b) The City acknowledges and agrees that the County Property, and the release by the County set forth in Section 11(b)(vii) below constitute the total consideration to the City for the City Property and the City release set forth in Section 11(a)(vii), including without limitation, just compensation, lease bonus value, lost rents, business goodwill, furniture, fixtures and equipment, pre-condemnation damages, claims of inverse condemnation, attorneys' fees, costs, interest and any and all other damages in complete settlement of all claims, causes of action and demands of City against County because of County's acquisition of the City Property and for any and all claims (known and unknown) arising from or relating t o the exchange of property that is the subject of this Agreement.
(c) The County further agrees and acknowledges that such consideration provided by City includes the relocation assistance and benefits to which the County may be entitled in connection with the relocation from the County Property to the City Property of the County's maintenance yard in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Section 4601 et seq.), if applicable, and under California Government Code Section 7260 et seq. and the Relocation Assistance and Real Property Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations). (d) The City further agrees and acknowledges that such consideration provided by County includes the relocation assistance and benefits to which the City may be entitled in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Section 4601 et seq.), if applicable, and under Cal ifornia Government Code Section 7260 et seq. and the Relocation Assistance and Real Property Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations).
(5) Condition of County Land and City Land.
(a) Delivery of Due Diligence Materials. All Diligence Materials shall be provided to the other Party without any recourse or liability of any type or nature, and each Party assumes all risk of any kind with regard to the use of and reliance upon any of the Due Diligence Materials provided by the other Party. As defined herein, the "Due Diligence Materials" relating to, as to the City, the City Property, and as to County, the County Property include the following: (i) all licenses, leases, and permits affecting or relating to the ownership, subdivision, possession or development of their respective property or the construction of improvements thereon, and all amendments and modifications thereto; (ii) applications and correspondence or other written communications to or from any governmental entity, department or agency (regarding any permit, approval, consent or
HOA.104872664.5 -4-
13001-0007\3002510v7.doc
authorization; (iii) the most recent survey, if any; and (iv) any soils reports, engineering data, environmental reports, and other data or studies provided to or otherwise.
(b) Title Review. City may cause the Title Company to deliver to the City by email a current preliminary report or current update of existing preliminary report(s) with hyperlinks to the title exception documents (the "Title Report") for the County Land, if City does so, City shall have the right to review and approve or disapprove matters in such preliminary report. If City objects in good faith in writing to any title exceptions, then City shall notify County, and County will inform City whether it will remove the objectionable exceptions prior to the Closing, and failure to timely respond shall be deemed an election to not remove them. Subject to Section (6)(d) the City and County affirmatively represent to each other that neither the City nor the County have added or will add any liens or encumbrances to their respective properties between the Effective Date and the Closing. (c) Property Inspection. Upon written request and reasonable notice, each Party and each Party's representatives, agents, engineers, consultants, contractors, and designees shall have the right to enter onto the other Party's property commencing upon the Effective Date and continuing until the Closing Date (the "Due Diligence Period") for purposes of conducting a survey, and examining, inspecting and investigating the title, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes. Each Party shall, in a timely manner, repair any and all damage to the property entered into by such Party or representatives, agents, engineers, consultants, contractors, and designees caused by any such inspection or investigation described herein, to a condition substantially the same as the condition prior to such inspection or investigation. Each Party shall hold harmless, defend and indemnify the other Party and all of the principals, members, agents and partners of the other Party from any claim, loss, expense (including attorney's fees), liability or cost which arises due to or out of any inspection by said Party or any of its representatives, agents, engineers, consultants, contractors, and designees (but not for hazardous materials merely discovered by such inspections). The foregoing indemnity shall survive the close or the termination of this transaction.
(d) Disapproval/Termination of Physical Condition. If either Party disapproves of any of the Due Diligence Documents for or condition of, Property it is acquiring, it may terminate this Agreement by written notic e given prior to the end of the Due Diligence Period. Neither party shall have the right to terminate this Agreement following the expiration of the Due Diligence Period other than due to a default of the other Party's obligations in accordance with the terms hereof, which continues for five (5) business days after written notice of default from the non- defaulting Party.
(e) City Title Policy . City may, but is not obligated, to request a standard CLTA owners policy of title insurance reasonably acceptable to the City dated as of the Closing Date, indicating title to the County Land is vested in City (the "Title Policy").
If a Title Policy is requested, then issuance of such policy in the form reasonably requested by the requesting Party shall be a condition to Closing.
HOA.104872664.5 -5-
13001-0007\3002510v7.doc
(f) Surplus Property Compliance.
(i) City and County shall consult in good faith with the California Department of Housing and Community Development ("HCD") and seek confirmation from HCD that the City Property and the County Property are exempt surplus properties under California Government Code Section 54221(f)(1)(C) if exchanged pursuant to the terms in this Agreement. Each Party hereby represents and warrants to the other Party that it is not precluded from declaring its property to be exempt surplus property on account of any condition described in Government Code Section 54221(f)(2).
(ii) If HCD confirms that the properties are i ndeed exempt surplus property, then each Party shall adopt its resolution or other documentation and deliver to HCD the adopted resolution or other documentation, together with any written plan or other materials supporting the exemption, at least thirty (30) days prior to the scheduled Closing.
(g) Apportionment of Taxes.
(i) The Transferring Party shall be responsible for all taxes relating to operations of their respective Property, if any, including without limitation, business and occupancy taxes and sales taxes, and personal property taxes, if any (" Business Taxes"), payable in respect to (A) in the current fiscal year of the applicable taxing authority in which the Closing Date occurs (the "Current Tax Year"), the period prior to the Closing Date and (B) periods prior to the Current Tax Year. Party taking title shall be responsible for all Business Taxes payable in respect to, (C) in the Current Tax Year, the period on and after the Closing Date (which shall be allocated to Party taking title) and (D) periods after the Current Tax Year. The Parties acknowledge that there should be no such Business Taxes as each Party should be exempt.
(ii) Transferring Party shall be responsible for all real estate taxes and assessment on the Property ("Property Taxes"), if any, payable in respect to, (A) in the Current Tax Year, the period prior to the Closing Date, and (B) period prior to the Current Tax Year. The Party taking title shall be responsible for all Property Taxes, if any, payable in respect to (C) in the Current Tax Year, the period on an after the Closing Date (which shall be allocated to Party taking title), and (D) all periods after the Current Tax Year. The Parties acknowledge that there should be no property taxes as each party should be exempt, but that any assessments will need to be prorated as of the date of Closing.
This Section (5)(g) shall survive the Closing.
(6) Closing.
(a) Closing Date and Place. For purposes of this Agreement, the "Closing" shall be defined as the date (the "Closing Date") on which the deeds in the form of Exhibit A-1, A-2, and A-3 attached hereto (the " Deeds"), conveying the County Land to
HOA.104872664.5 -6-
13001-0007\3002510v7.doc
City, the City Land to County, and the recording of the Deeds in, on, over, under, and across the real property in the City of Santa Clarita, are recorded in the Official Records of Los Angeles City, California. The Closing shall be conducted through an escrow (the " Escrow"), and whose contact information is set forth below (the "Escrow Company"). The Closing Date shall occur on or before 3:00 p.m. (Pacific Time) on the date that is forty-five (45) business days after the Effective Date, or such other date as County and City may agree in writing. Time is of the essence with respect to each of the dates specified above. All funds nec essary to consummate the Closing (the "Funds") shall be deposited by City into Escrow no later than one (1) Business Day prior to the Closing Date. The Escrow Company and Title Company is First American Title Company located at: 207 Goode Avenue, Suite 410, Glendale, CA 91203, (818) 550-2501; [email protected]. (b) County's Closing Deliveries. At or before the Closing (except as otherwise set forth herein), County shall execute, acknowledge and/or deliver, as applicable, the following items into Escrow (collectively, the "County's Deliveries"):
(i) The County's Quitclaim Deed attached hereto as Exhibit A-1, executed, and acknowledged by County, in recordable form;
(ii) A preliminary closing statement prepared by the Escrow Company, reflecting all credits, apportionments and adjustments contemplated hereunder (the "Closing Statement"), executed by County; (iii) A written confirmation from HCD that the City Property and the County Property are exempt surplus property pursuant to the Surplus Land Act, and the County has adopted findings to that effect;
(iv) Certificates of Acceptance for the City Property Deed and City Easement Deed, duly executed by the County and acknowledged;
(v) Notice to SCAQMD required by Section 6 (f) executed in counterpart by the County;
(vi) A Preliminary Change of Ownership form for the City Property it is acquiring; and
(vii) Any and all other reasonable documents and funds required by the Escrow Company to carry out and close the exchange transaction pursuant to this Agreement.
(c) City's Closing Deliveries. At or before Closing, City shall execute, acknowledge and/or deliver, as applicable, the following items into Escrow (collectively, the "City's Deliveries"):
(i) The Transfer Consideration;
(ii) The City's Quitclaim Deed attached hereto as Exhibit A-2, executed, and acknowledged by City, in recordable form;
HOA.104872664.5 -7-
13001-0007\3002510v7.doc
(iii) The City's Easement Deed attached hereto as Exhibit A-3, executed, and acknowledged by City, in recordable form;
(iv) A Preliminary Closing Statement prepared by the Escrow Company, executed by City;
(v) Written confirmation from HCD that the City Property and the County Property are exempt surplus property pursuant to the Surplus Land Act, and the City has adopted its resolution to that effect; (vi) A Certificate of Acceptance for the County Property Deed, duly executed by the City and acknowledged;
(vii) Notice to SCAQMD required by Section 6 (f) executed in counterpart by the City;
(viii) A Preliminary Change of Ownership form for the County Property it is acquiring; and
(ix) Any and all reasonable documents and funds required by Escrow Company to carry out and close the exchange transaction pursuant to this Agreement.
(d) Closing Expenses. At Closing, City shall pay all documentary transfer taxes required to be paid as to the Deeds, if any, and the County shall pay all costs regarding the satisfaction and discharge of any Liens on the County Land and the City will pay all costs regarding the satisfaction and discharge of any Liens on the City Land. The City shall each pay 100% of, the premiums for the City's CLTA Policy, and (ii) the Escrow fees and the recording charges with respect to the Deeds, if any. Additionally, the City shall pay 100% of (1) the additional premium costs to obtain an ALTA Policy and any endorsements desired by the City, and (2) the cost of any Survey ordered by the City. Each Party shall be responsible for its own attorney fees, if any. Any Closing expenses not specified herein shall be borne 100% by the City.
(e) Parties' Conditions Precedent to Closing. Parties' obligations to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the following conditions (the "Conditions Precedent"):
(i) The due performance by the Parties of each and every undertaking and agreement to be performed by it pursuant to this Agreement, in all material respects, and the truth of each representation and warranty made by the applicable Party in this Agreement in all material respects at the time as of which the same is made and as of the Closing Date as if made on and as of the Closing Date.
(ii) County shall have delivered County's Deliveries into Escrow in accordance with Section 6(b) above.
(iii) City shall have delivered City's Deliveries into Escrow in accordance with Section 6(c) above.
HOA.104872664.5 -8-
13001-0007\3002510v7.doc
In the event that any of the Conditions Precedent are not satisfied as of the Closing Date (A) a Party may waive such applicable contingency by giving written notice thereof to the Escrow Company and proceed with the Closing, or (B) in the absence of such waiver, this Agreement, the Escrow, and the rights and obligations of the Parties hereunder shall terminate, other than the Surviving Obligations (as hereinafter defined), and neither party shall have any further right or obligation hereunder other than the Surviving Obligations; provided, however, that notwithstanding the foregoing, if the failure of condition is the result of a default by County or City of their respective obligations under this Agreement, the disposition of the Parties' respective rights and remedies shall be governed by Section (10) below. " Surviving Obligations" shall mean, collectively: (X) any indemnities and any other indemnification obligations of County to City, or of City to County, under this Agreement that are designated by their terms to survive the termination of this Agreement or the Closing hereunder; (Y) those costs, expenses, and payments specifically stated herein to be the responsibility of City or County, respectively, and (Z) and any other obligations by the Parties under this Agreement that are designated by their terms to survive the termination of this Agreement or the Closing, it being the intention of the Parties that the Parties shall nonetheless be and remain liable for their respective obligations under clauses (X) through (Z) above, notwithstanding the termination of this Agreement for any reason or the Closing hereunder.
(f) Continuation of Lease of Leased Premises by Existing Tenant . It shall also be a condition of Closing, in favor of the City, that the lease f or a portion of the County Property with South Coast Air Quality Management District ("SCAQMD") shall not be terminated by County, and the County shall have provided written notice to SCAQMD, in a form acceptable to City, that upon close of escrow, the City is the new landlord under that lease. The notice shall describe the change in the owner/landlord and City’s address for notices and payments and directs tenant to make future payments of rent to the City. The notice shall be signed by both City and County and escrow shall send it to SCAQMD on the same day as the Closing by (a) registered or certified mail, return receipt requested, with postage prepaid, and (b) a nationally recognized overnight courier service that provides receipted delivery service, delivery charges prepaid, The City's title policy may show such lease as a title exception.
(g) Escrow Company Actions at Closing. At Closing, upon the Escrow Company's receipt of (A) the Transfer Consideration, (B) the City's Deliveries and the County's Deliveries, (C) the final Closing Statements approved and signed by City and County, and (D) final authorization from each of County and City to proceed with Closing, County and City hereby instruct the Escrow Company to:
(i) Disburse from funds deposited by City with the Escrow Company towards payment of all items chargeable to the account of City pursuant to this Agreement (as reflected in the Closing Statement), including the payment of the Transfer Consideration and all other amounts required to be paid by City to County pursuant to this Agreement, net of any amounts required to be paid by County to City pursuant to this Agreement and the approved Closing Statement, and disburse the balance of such funds, if any, to City.
HOA.104872664.5 -9-
13001-0007\3002510v7.doc
(ii) Record the Deeds, together with the applicable Certificates of Acceptance, and deliver to the Assessor any off -record transfer tax declaration and/or change of ownership statement that may be required by law. (iii) Send to SCAQMD a notice of change of ownership of property in the form described in Section 6 (f).
(iv) Issue the Title Policy to the City (if such Title Policy is requested by City). (v) Deliver to the Parties copies of all documents recorded at Closing by the Escrow Company.
(h) Operation of the County Land and City Land Prior to the Closing Date .
Between the Effective Date and the Closing Date, County shall continue to operate and maintain the County Land in the usual and ordinary course of business consistent with past practices. Between the Effective Date and the Closing Date, City shall continue to operate and maintain the City Land in the usual and ordinary course of business consistent with past practices. Each Party shall take no action, and shall not cause any third party to take, any action that would materially alter or affect the condition of their respective Property. The Parties shall not enter into, amend, or terminate any leases, licenses, or occupancy agreements without obtaining the other Party's prior written consent, which shall be subject to that Party's sole and absolute discretion. The Parties shall not record any documents pertaining to the County Property or the City Property. The Parties shall not enter into or amend any contract that is not reasonably necessary for the normal operation of their respective Property and that cannot be terminated on thirty (30) or fewer days' notice, or waive, compromise or settle any rights of that Party under any contract or other agreement affecting the Property without, in each case, obtaining the other Party's prior written consent, whi ch shall be subject to that Party's sole and absolute discretion. The Parties shall keep in full force and effect all of the existing insurance policies maintained by the applicable Party respecting their Property or policies providing similar coverage to the existing insurance policies, if any.
(7) County's Limited License to Use Portion of County Property After Close of Escrow.
The County shall have the right to use the portion of the County Property currently used as the Placerita Maintenance Yard for a l imited duration as provided in this Section (7), and the City's title policy may show the following license as an exception to title:
(a) Property Subject to License. The phrase "Placerita Maintenance Yard" means the property within Assessor Parcel Numbers 28 33-005-902, 903 and 904 and Parcel 2-27A (Emberbrook Drive), as described and depicted on Exhibit A-1. (b) License. The County may use the Placerita Maintenance Yard as a maintenance yard in the same manner as it is currently being used and in compliance with all applicable laws but may not store, transport, dispose of or release any hazardous materials or substances. In connection therewith and pursuant to Section (7)(f), during the License Term, County shall not terminate its existing lease with the SCAQMD.
HOA.104872664.5 -10-
13001-0007\3002510v7.doc
(c) Term. The term of the license for the County's use of the entire Placerita Maintenance Yard shall be six (6) months after the close of escrow. (d) Holdover Period. Upon the expiration of such six (6) month period, provided County is still using the Placerita Maintenance Yard, the County may continue to use the portion of the Placerita Maintenance Yard that is withi n Assessor Parcel Numbers 2833-005-902 and 903 and Parcel 2-27A (Emberbrook Drive) but not the property within Assessor Parcel No. 2833- 004-904 (the portion west of Emberbrook Drive), for up to an additional eighteen (18) months, but that additional holdover term may be terminated by written thirty (30) day notice from the City upon the earlier of: (i) City approval of a construction contract for the Dockweiler Extension Project; or (ii) completion of construction of the new County maintenance yard, as determined in good faith by City. During this holdover term, there will be no license fee required.
(e) License is not Assignable. The County may not assign such rights to use the Placerita Maintenance Yard or any portion thereof or sublicense the Placerita Maintenance Yard or any portion thereof.
(f) Indemnification. The County shall defend, indemnify, and hold City harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including attorneys' fees and costs) directly or indirectly caused by or arising from such use of the County Property by County or violation of the foregoing terms of use, including without limitation caused by or arising from any release, storage or disposal of hazardous substances or materials. (g) Default. Upon any default by County under this Section (7) not cured within ten (10) days' written notice from City, City may terminate the license, and may enjoin unpermitted uses by County without prior notice or cure period (and the City shall have the right use an action for unlawful detainer to evict the County if the County remains in possession after expiration or earlier termination, the County hereby waiving any defenses based on hardship).
(h) Survives Close of Escrow. The terms of this Section (7) shall survive the close of Escrow. The release by City in Section (8) shall not apply to any obligations of County arising under this Section (7).
(8) Representations, Warranties, Covenants and Acknowledgments; Releases. (a) County Representations and Warranties. County represents and warrants to City, as of the Effective Date and again as of the Closing Date, as follows:
(i) There are no pending or, to County's actual knowledge, threatened legal actions or arbitrations or reference proceedings at law or in equity, affecting the County Land.
(ii) County has not received any notice that County is in default of its obligations under any declarations, reciprocal easement agreements and other similar cross -easements, use agreements, covenants or similar agreements with adjacent property owners governing the use, maintenance, or operation of any part of the County Land.
HOA.104872664.5 -11-
13001-0007\3002510v7.doc
(iii) There are no service or maintenance agreements affecting the County Land.
(iv) There are no other agreements for the sale, exchange, or transfer of the County Land, or any portion thereof, or the business operated thereon. (v) County has not received written notice from any governmental authority of any pending condemnation action against any of the County Land. (vi) "As Is" Transfer . As a material inducement to County's execution and delivery of this Agreement and performance of its duties under this Agreement: EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, CITY HAS AGREED TO ACCEPT TRANSFER OF THE
COUNTY LAND ON THE CLOSING DATE ON AN "AS IS" BASIS.
COUNTY AND CITY AGREE THAT THE COUNTY LAND WILL BE SOLD "AS IS, WHERE IS, WITH ALL FAULTS" WITH NO RIGHT OF SET -OFF
OR REDUCTION IN THE TRANSFER CONSIDERATION, AND, EXCEPT
AS SET FORTH IN THIS AGREEMENT, SUCH TRANSFER WILL BE
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION,
WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES,
USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE), AND COUNTY DISCLAIMS AND RENOUNCES ANY SUCH
REPRESENTATION OR WARRANTY.
(vii) Release. Effective fro m and after the Closing, City hereby waives, releases, acquits, and forever discharges County, and County's Board of Supervisors, agents, directors, officers, and employees to the maximum extent permitted by law, of and from any and all claims, actions, causes of action, demands, rights, liabilities, damages, losses, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that it now has or that may arise in the future because of or in any way growing out of or connected with this Agreement and the County Land (including without limitation the Condition of the County Land), except matters arising from County's failure to disclose a material fact. City expressly waives its rights granted under the provisions of any law that provides that a general release does not extend to claims that City does not know or suspect to exist in its favor at the time of executing the release, which if known by it must have materially affected its agreement to release County inc luding, without limitation, California Civil Code §1542, which provides:
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.
County and City have each initialed this Section (8)(a)(vii) to further indicate their awareness and acceptance of each and every provision of
HOA.104872664.5 -12-
13001-0007\3002510v7.doc
this Agreement. The provisions of this Section (8)(a)(vii) will survive the Closing.
County's Initials: ______
City's Initials: ______
As used herein, the term "County's actual knowledge" means the current, actual, and personal knowledge of (and only of) ____________ and does not include knowledge imputed to County from any other person or entity.
The named individual is acting for and on behalf of County and in a capacity as an officer or employee of County or one or more of County'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.
The representations and warranties of County set forth in this Section (8) shall survive the Closing for a period of twelve (12) months following the Closing Date (the " Survival Period"), and if City fails to provide written notice to County of any breach of such warranties or representations within twelve (12) months after the Closing Date, City will be deemed to have waived all claims for breach of any representations and warranties with respect to the County Land. City's sole remedy will be an action at law for damages as a consequence of such breach or termination of this Agreement under Section (10)(b) and waiver of any further claims against County.
(b) City Representations and Warranties. City warrants and represents to County, as of the Effective Date and again as of the Closing Date, as follows:
(i) There are no pending or, to City's actual knowledge, threatened legal actions or arbitrations or reference proceedings at law or in equity, against City or affecting the City Land.
(ii) City has not received any notice that City is in default of its obligations under any declarations, reciprocal easement agreements and other similar cross-easements, use agreements, covenants or similar agreements with adjacent property owners governing the use, maintenance, or operation of any part of the City Land.
(iii) There are no service or maintenance agreements affecting the City Land. (iv) There are no other agreements for the sale, exchange, or transfer of the City Land, or any portion thereof, or the business operated thereon. (v) City has not received written notice from any governmental authority of any pending condemnation action against any of the City Land. (vi) "As Is" Transfer. As a material inducement to City's execution and delivery of this Agreement and performance of its duties under this Agreement:
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, COUNTY
HOA.104872664.5 -13-
13001-0007\3002510v7.doc
HAS AGREED TO ACCEPT TRANSFER OF THE CITY LAND ON THE
CLOSING DATE ON AN "AS IS" BASIS. COUNTY AND CITY AGREE THAT THE CITY LAND WILL BE SOLD "AS IS, WHERE IS, WITH ALL FAULTS" WITH NO RIGHT OF SET -OFF OR REDUCTION IN THE
TRANSFER CONSIDERATION, AND, EXCEPT AS SET FORTH IN THIS
AGREEMENT, SUCH TRANSFER WILL BE WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTY OF
INCOME POTENTIAL, OPERATING EXPENSES, USES,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE),
AND CITY DISCLAIMS AND RENOUNCES ANY SUCH
REPRESENTATION OR WARRANTY.
(vii) Release. Effective from and after the Closing, County hereby waives, releases, acquits, and forever discharges City, and City's agents, directors, officers, and employees to the maximum extent permitted by law, of and from any and all claims, actions, causes of action, demands, rights, liabilities, damages, losses, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that it now has or that may arise in the future because of or in any way growing out of or connected with this Agreement and the City Land (including without limitation the Condition of the City Land), except matters arising from City's failure to disclose a material fact. County expressly waives its rights granted under the provisions of any law that provides that a general release does not extend to claims that County does not know or suspect to exist in its favor at the time of executing the release, which if known by it must have materially affected its agreement to release City including, without limitation, California Civil Code §1542, which provides:
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.
City and County have each initialed this Se ction (8)(b)(vii) to further indicate their awareness and acceptance of each and every provision of this Agreement. The provisions of this Section (8)(b)(vii) will survive the Closing.
City's Initials: ______
County's Initials: ______
As used herein, the term " City's actual knowledge" means the current, actual, and personal knowledge of (and only of) Mike Hennawy, Director of Public Works for 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 officer or employee of City or one or more of City's affiliates and is in no manner expressly or impliedly making any
HOA.104872664.5 -14-
13001-0007\3002510v7.doc
representations or warranties in an individual capacity. County waives any right to sue or to seek any personal judgment or claim against the named individual.
(viii) The representations and warranties of City set forth in this Section (8) shall survive the Closing for a period of twelve (12) months following the Closing Date, and if County fails to provide written notice to City of any breach of such warranties or representations within twelve (12) months after the Closing Date, County will be deemed to have waived all claims for breach of any representations and warranties with respect to the City Land.
County's sole remedy will be an action at law for damages as a consequence of such breach or termination of this Agreement under Section (9)(b) and waiver of any further claims against City. (c) Remade on Closing Date. The representations and warranties of County and City set forth in this Agreement shall be true, accurate and correct upon the execution of this Agreement, and shall be deemed to be re-made on and as of the Closing Date (except as they relate only to an earlier date); each Party shall inform the other in writing if a representation or warranty by it becomes incorrect, and upon delivery of such notice, the Party notified may terminate this Agreement. (9) Rights and Remedies Upon Default.
(a) County's Remedies Upon Default of City. If the Closing does not occur because of a default under or breach of this Agreement on the part of City, County may (i) terminate this Agreement, in which case neither Party shall have any further right or obligation hereunder other than the Surviving Obligations, and thereupon, County shall have all rights and remedies at law or in equity, including, without limitation, the right to seek damages (except for any punitive, speculative, consequential, or special damages), or (ii) pursue the remedy of specific performance of City's obligations to proceed to Closing. City acknowledges the unique and special character of the City Property and its utility to Count y and agrees that specific performance is an appropriate remedy for City's default under this Agreement. The foregoing options are mutually exclusive and are the exclusive rights and remedies available to County at law or in equity in the event the sale of the City Land is not consummated because of City's default under or breach of this Agreement.
(b) City's Remedies Upon Default of County. If the Closing does not occur because of a default under or breach of this Agreement on the part of County, City may:
(i) terminate this Agreement, in which case neither Party shall have any further right or obligation hereunder other than the Surviving Obligations, and thereupon, City shall have all rights and remedies at law or in equity, including, without limitation, the right to seek damages (except for any punitive, speculative, consequential, or special damages), or (ii) pursue the remedy of specific performance of County's obligations to proceed to Closing. County acknowledges the unique and special character of t he County Land and its utility to City and agrees that specific performance is an appropriate remedy for County's default under this Agreement. The foregoing options are mutually exclusive and are the exclusive rights and remedies available to City at law or in equity in the event the
HOA.104872664.5 -15-
13001-0007\3002510v7.doc
sale of the County Land is not consummated because of County's default under or breach of this Agreement.
(10) Binding Effect. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their respective successors and permitted assigns. (11) 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. (12) Time of Essence. Time shall be deemed of the essence with respect to consummating the transactions contemplated under this Agreement on the Closing Date and with respect to all other obligations of City and County hereunder.
(13) 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.
(14) Waiver. Except as otherwise provided herein, the failure of County or City to insist upon or enforce any of their respective rights hereunder shall not constitute a waiver thereof. (15) 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.
(16) 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.
(17) 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 invalidati ng the remainder of such provision or the remaining provisions of this Agreement. (18) Brokers. The Parties hereby warrant that they have dealt with no real estate broker in this transaction and that no other broker or other person is entitled to any comm ission, finder's fee, or other similar compensation by virtue of the Parties entering into or consummating this Agreement. Each Party hereby defends and indemnifies the other Party against any claims, losses, liability, and damages, including reasonable attorneys' fees and costs, in connection with any commissions, finders' fees or other similar compensation sought, based upon some obligation of the indemnifying Party with respect to this transaction. This Section (18) shall survive the Closing.
(19) Assignment. This Agreement shall not be assigned by City without the prior written consent of County. This Agreement shall not be assigned by County without the prior written consent of City.
HOA.104872664.5 -16-
13001-0007\3002510v7.doc
(20) Merger. All prior statements, understandings, letters of int ent, 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 County and City in connection with this 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.
(21) 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 and 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 thereo f 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) 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. (22) Date of Performance. If the date of the performance of any term, provision or condition of this Agreement shall happen to fall on a Saturday, Sunday or other non-Business Day, the date for the performance of such term, provision or condition shall be extended to the next succeeding Business Day immediately thereafter occurring.
(23) 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.
(24) Acceptance of the Deeds. The delivery by County of the Deed into Escrow for the County Land and the delivery by City of the Deed into Escrow for the City Land, the Transfer Consideration, and the Easement Deed, and the recordings thereof by the Escrow Company in accordance with the terms and conditions of this Agreement, shall be deemed to be the full performance and discharge of every agreement, obligation, and covenant, guaranty, representation, or warranty on the part of County and City, respectively, to be performed pursuant to the provisions of this Agreement in respect of the Property, except for the Surviving Obligations.
Certain provisions of this Agreement, as expressly provided herein, shall survive Closing or termination. This Section (24) shall survive the Closing. (25) Notices. All notices, elections, consents, approvals, demands, objections, requests or other communications which County 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) registered or certified mail, return receipt requested, with postage prepaid, or (b) nationally recognized overnight courier service that provides receipted delivery service, delivery charges prepaid, 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
HOA.104872664.5 -17-
13001-0007\3002510v7.doc
any action taken with respect thereto (including cure of any prospective Event of Default) shall commence to run upon the earlier of (a) if sent by 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. County or City may designate another addressee or change its address for notices and other communications hereunder by a notice given to the other in the manner provided in this Section (25).
To County: Los Angeles County Public Works
900 S. Fremont Avenue
Alhambra, California 91803
Attn: Survey/Mapping & Property Management
Division
With a copy to: County of Los Angeles
Office of the City Counsel
648 Kenneth Hahn Hall of Administration
500 West Temple Street
Los Angeles, California 90012-2713
Attn: Public Works Division
To City: City of Santa Clarita
23920 Valencia Blvd.
Santa Clarita, CA 91355
Attn: City Clerk
With copies to:
City of Santa Clarita
23920 Valencia Blvd.
Santa Clarita, CA 91355
Attn: Director of Public Works
and:
Kevin G. Ennis, Esq.
Richards, Watson & Gershon
350 South Grand Avenue, Suite 3700
Los Angeles, CA 90071
(26) No Modification. This Agreement constitute the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior 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) Rights of the Escrow Company . If there is any dispute as to whether the Escrow Company is obligated to deliver any monies and/or documents which it now or hereafter holds (collectively, the "Escrowed Property") or as to whom any Escrowed Property are to be delivered, the Escrow Company shall not be obligated to make any delivery, but, in such event, may hold same until receipt by the Escrow Company of an authorization, in
HOA.104872664.5 -18-
13001-0007\3002510v7.doc
writing, signed by all of the parties having an interest in such dispute directing the disposition of same; or, in the absence of such authorization, the Escrow Company may hold any Escrowed Property until the final determination of the rights of the parties in an appropriate proceeding. Within three (3) Business Days after receipt by the Escrow Company of a copy of a final judgment or order of a court of competent jurisdiction, certified by the clerk of such court or other appropriate official, the Escrowed Property shall be delivered as set forth in such judgment or order. A judgment or order under this Agreement shall not be deemed to be final until the time within which to take an appeal therefrom has expired and no appeal has been taken, or until the entry of a judgment or order from which no appeal may be taken. If such written authorization is not given or proceeding for such determination is not begun and diligently continued, the Escrow Company shall have the right to bring an appropriate action or proceeding for leave to deposit the Escrowed Property in court, pending such determination. In the event that the Escrow Company places any Escrowed Property in the registry of the governing court in and for Los Angeles City, California, and files an action of, interpleader, naming the Parties, the Escrow Company shall be released and relieved from any and all further obligation and liability hereunder or in connection herewith. If, without gross negligence on the part of the Escrow Company, the Escrow Company shall become a party to any controversy or litigation with respect to the Escrowed Property or any other matter respecting this Agreement, County and City shall jointly and severally hold the Escrow Company harmless from any damages or losses incurred by the Escrow Company by reason of or in connection with such controversy or litigation. The provisions of this Section (27) shall survive the Closing or termination of this Agreement. (28) Solicitation of Consideration. It is improper for any County officer, employee, or agent to solicit consideration in any form from City with the implication, suggestion, or statement that City's provision of the consideration may secure more favorable treatment for City in the award of this Agreement or that City's failure to provide such consideration may negatively affect the County's consideration of the City's offer to sell the Property. City shall not offer or give, either directly or through an intermediary, consideration in any form to a County officer, employee or agent who has had any involvement in the negotiation, consummation, or administration/management of this Agreement. City shall immediately report any attempt by a County officer, employee, or agent to solicit such improper consideration. The report shall be made either to the County Manager charged with the supervision of the employee or to the County Auditor-Controller's Employee Fraud Hotline at (213) 974 -0914 or (800) 544- 6861. Failure to report such solicitation may result in termination of this Agreement.
(29) 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 County and City have fully executed and delivered this Agreement.
[Signatures on following page(s)]
HOA.104872664.5 S-1
13001-0007\3002510v7.doc
IN WITNESS WHEREOF, County and City have caused this Agreement to be executed and delivered, as of the Effective Date.
"County"
COUNTY OF LOS ANGELES,
a body corporate and politic
By:
Greg Even
Assistant Deputy Director
ATTEST:
DEAN C. LOGAN
Registrar-Recorder/County Clerk
of the County of Los Angeles
By:
Deputy
APPROVED AS TO FORM:
DAWYN R. HARRISON
County Counsel
By:
Deputy
[City Signatures on following page]
HOA.104872664.5 S-2
13001-0007\3002510v7.doc
"City"
CITY OF SANTA CLARITA,
a California municipal corporation
By: ___________________________________
Name: Kenneth W. Striplin, Ed. D
Title: City Manager
APPROVED AS TO FORM:
Special Counsel
By: _______________________________
Name: Kevin G. Ennis
Title: Special Counsel to City of Santa Clarita
HOA.104872664.5 S-3
13001-0007\3002510v7.doc
ACCEPTANCE BY ESCROW COMPANY
The undersigned hereby accepts the duties of the Escrow Company, as escrow agent, under that certain Agreement of Real Property Transfer between County of Los Angeles, as County, and the City of Santa Clarita, as City, dated _________, 20__ , and relating to the properties located at __________________________, Santa Clarita, California, as more particularly described in said Agreement, subject to and in accordance with all the terms and conditions thereof.
Dated _______________, 20___
By: __________________________________
Its Duly Authorized Representative
HOA.104872664.5 Exhibit A-1
13001-0007\3002510v7.doc
Exhibit A-1
COUNTY LAND QUITCLAIM DEED
HOA.104872664.5 Exhibit A-2
13001-0007\3002510v7.doc
Exhibit A-2
CITY LAND QUITCLAIM DEED
HOA.104872664.5 Exhibit A-3
13001-0007\3002510v7.doc
Exhibit A-3
EASEMENT DEED
HOA.104872664.5 Exhibit B
13001-0007\3002510v7.doc
Exhibit B
County Personal Property
HOA.104872664.5 Exhibit A -1
13001-0007\3002510v7.doc
Exhibit A-1
COUNTY LAND QUITCLAIM DEED
P:CONF:JAQCDCOLATOCITYOFSANTACLARITAPLACERTITAYARD FNL092524 (Filed with: EMBERBROOK DR (2))
I.M. 249-117
S.D. 5
City Document No. GDE24-00003
M2277003
Project ID No. MPR0001069
THIS DOCUMENT IS EXEMPT FROM DOCUMENTARY TRANSFER TAX
PURSUANT TO SECTION 11922 OF THE REVENUE & TAXATION CODE.
THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE GOVERNMENT CODE.
THE UNDERSIGNED GRANTOR(S) DECLARE(S) DOCUMENTARY
TRANSFER TAX is $ Zero
Assessor's Identification Numbers:
2833-005-902, 903, 904
2833-005-(a portion of Emberbrook Dr and future streets) 2833-001, 2833-004, 2833-005-(portions of Lyons Ave)
2833-001, 2833-004, 2833-005, 2833-006-(portions of
Placerita Cyn Rd)
QUITCLAIM DEED
For a valuable consideration, receipt of which is hereby acknowledged, the COUNTY OF LOS ANGELES, a body corporate and politic, does hereby remise, release, and forever quitclaim to the CITY OF SANTA CLARITA, a municipal corporation, all its right, title, and interest in and to those certain real properties, in the City of Santa Clarita, County of Los Angeles, State of California, the areas described in the following documents and shown on and delineated on Exhibit A, attached hereto and by this reference made a part hereof. Grant Deed recorded on May 25, 1960, as Document No. 342 of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Corporation Grant Deed recorded on May 25, 1960, as Document No. 110 of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Resolution recorded on June 11, 1971, as Document No. 3414, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Resolution recorded on July 10, 1963, as Document No. 3509, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Final Order of Condemnation recorded on January 24, 1972, as Document No. 2714 of official records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles, described as Parcel Nos.12-14, 12-14D.1, and 12-14D.2, in said document. Deed recorded on October 14, 1970, as Document No. 2999, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles.
ORIGINAL
RECORDING REQUESTED BY
AND MAIL TO:
City of Santa Clarita
Attention: City Clerk
23920 Valencia Blvd., Suite 300
Santa Clarita, CA 91355
Space above this line reserved for Recorder’s use
(Filed with: EMBERBROOK DR (2))
Quitclaim Deed Page 2
Deed recorded on January 21, 1971, as Document No. 2658, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Offer to Dedicate documents recorded on September 4, 1974, as Document Nos. 3181, 3182, and 3183 all of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Easement Documents recorded on September 4, 1974, as Document Nos. 3184, 3185, and 3186, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Permanent Road Easement Deed, recorded on January 21, 1971, as Document No. 2660, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Deed recorded on April 1, 1971, as Document No. 3927, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Deed recorded on October 6, 1970, as Document No. 3310, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Road Deed recorded on June 15, 1967, as Document No. 3590, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles. Road Deed recorded on June 15, 1967, as Document No. 3592, of Official Records, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles.
Pursuant to the authority delegated by the Board of Supervisors of the County of Los Angeles, this Quitclaim Deed has been executed on behalf of said COUNTY by the Director of the Los Angeles County Public Works on the ___________ day of_____________________, 20_________.
COUNTY OF LOS ANGELES,
a body corporate and politic
MARK PESTRELLA, PE
Director of Public Works
By__________________________________________
GREG EVEN
Assistant Deputy Director
Survey/Mapping & Property Management Division
P:CONF:ACK5 RVSD 9919
ACKNOWLEDGMENT FORM
(FOR COUNTY USE ONLY)
A notary public or other officer completing this certificate verifies only the identi ty 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 )
) ss.
County of Los Angeles )
On __________________________, before me, __________________________________, Deputy County Clerk of the County of Los Angeles, personally appeared ________________________________________ ___________________________________, who proved to me on the basis of satisfactory evide nce 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 on 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.
_______________________________________
Deputy County Clerk of the County of Los Angeles (Seal) APPROVED as to title and execution
________________________, 20_______
LOS ANGELES COUNTY PUBLIC WORKS
Survey/Mapping & Property Management Division
Supervising Title Examiner
By__________________________________
CITY OF SANTA CLARITA
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest s in real propert ies conveyed by the Quitclaim Deed herein, dated _____________________________, from the COUNTY OF LOS ANGELES, a body corporate and politic, to the CITY OF SANTA CLARITA, a municipal corporation, is hereby accepted pursuant to authority conferred by Resolution No.__________________ of the City Council of the City of Santa Clarita, adopted __________________, and the CITY consents to recordation thereof by its duly authorized officer.
Dated: _______________________________
By: __________________________________
Name: _______________________________
Title: _________________________________
City of Santa Clarita
D
R
PLACERITA
EM
BER
BR
O
O
K
3 1
1942
CYN(PVT ST)
POR
LYONS AVE
FU
T ST
ST
FU
T
S.D.
I.M.
SURVEY/MAPPING & PROPERTY MANAGEMENT DIVISION
PROJECT I.D.PREPARED BY
DATE
PROJECT NO.
A.I.N.SCALE:
ENGINEERING
RIGHT OF WAY
ALL IN THE CITY OF SANTA CLARITA
LEGEND
REVIEWED BY
LOS ANGELES COUNTY PUBLIC WORKS
249-117
5 CITY DOCUMENT NO. GDE24-00003
EMBERBROOK DR (2)
FILED WITH:
NO SCALE9/26/2024
C. MAR M2277003
EXHIBIT A
N. SALAZAR
250
EMBERBROOK DRIVE
2833-005-902, 903, 904 AND
A
OF THE COUNTY OF LOS ANGELES
OFFICE OF THE REGISTRAR-RECORDER/COUNTY CLERK
AS DOCUMENT NO. 3414, OF OFFICIAL RECORDS, IN THE
PER RESOLUTION RECORDED ON JUNE 11, 1971,
31,560 ±SQ. FT.≈PARCEL 2-27A,
EMBERBROOK DRIVE
OF THE COUNTY OF LOS ANGELES
OFFICE OF THE REGISTRAR-RECORDER/COUNTY CLERK
AS DOCUMENT NO. 3509, OF OFFICIAL RECORDS, IN THE
PER RESOLUTION RECORDED ON JULY 10, 1963,
2500 ±SQ. FT.≈PARCEL 5-40,
PLACERITA CANYON ROAD
MPR0001069
A
B
B
5,440 ±SQ. FT.≈7CONTAINING:
AREA TO BE QUITCLAIMED
10 100
125
125
300
1078
NO
MB 18 - 169
54 - 73
PM
TR
300
12TH ST
PAGE 1 OF 3
21 1
2 OF THE COUNTY OF LOS ANGELES
OFFICE OF THE REGISTRAR-RECORDER/COUNTY CLERK
AS DOCUMENT NO. 342, OF OFFICIAL RECORDS, IN THE
PER GRANT DEED RECORDED ON MAY 25, 1960,
OF THE COUNTY OF LOS ANGELES
OFFICE OF THE REGISTRAR-RECORDER/COUNTY CLERK
AS DOCUMENT NO. 110, OF OFFICIAL RECORDS, IN THE
PER CORPORATION GRANT DEED RECORDED ON MAY 25, 1960,
HOA.104872664.5 Exhibit A -2
13001-0007\3002510v7.doc
Exhibit A-2
CITY LAND QUITCLAIM DEED
ORIGINAL
RECORDING REQUESTED BY
AND MAIL TO:
LOS ANGELES COUNTY PUBLIC WORKS
P.O. Box 1460
Alhambra, CA 91802-1460
Attention Survey/Mapping & Property
Management Division
Real Estate Services Section
Space Above This Line Reserved for Recorder's Use
THIS DOCUMENT IS EXEMPT FROM DOCUMENTARY TRANSFER TAX
PURSUANT TO SECTION 11922 OF THE REVENUE & TAXATION CODE.
THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE GOVERNMENT CODE.
THE UNDERSIGNED GRANTOR(S) DECLARE(S) DOCUMENTARY
TRANSFER TAX IS $ZERO
Assessor’s Identification Number:
2840-001-906 (Portion)
QUITCLAIM DEED
For a valuable consideration, receipt of which is hereby acknowledged, the CITY OF SANTA CLARITA, a municipal corporation, does hereby remise, release and forever quitclaim to the COUNTY OF LOS ANGELES, a body corporate and politic, all it right, title, and interest in and to the real property in the City of Santa Clarita, County of Los Angeles, State of California, described as Parcel No. 1-1R in Exhibit A and shown on and delineated on Exhibit B, both of which are attached hereto and by this reference made a part hereof.
Reserving unto the grantor, with the right to convey to others, an easement for ingress and egress and utility purposes in, over, upon and across that portion of the above-mentioned Parcel No. 1-1R, described in said Exhibit A and shown on and delineated on said Exhibit B.
IN WITNESS WHEREOF, on ____________________, 20__________, the CITY OF SANTA CLARITA, a municipal corporation, has caused this Quitclaim Deed document to be executed by its duly authorized officer pursuant to a resolution adopted by its City Council.
CITY OF SANTA CLARITA,
a municipal corporation
By_____________________________________
Mayor
(City Seal)
ATTEST:
By_________________________________
City Clerk
P:CONF:JAQCDCITYOFSANTACLARITATOCOLAPLACERTITAFNL091924 Project Name: Placerita Yard
PLACERITA YARD 1-1R
A.I.N. 2840-001-906 (Portion)
I.M. 264-157
S.D. 5
City Document No. GDE24-00004
M2277003
Project ID No. MPR0001069
NOTARIES: ATTACH ADDITIONAL OR OTHER FORMS, IF REQUIRED
P:CONF:ACK4 GE 09/12/23
ACKNOWLEDGMENT FORM
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 )
) ss.
COUNTY OF ________________________ )
On ______________________________, before me, _______________ __, Notary Public, (insert name of the officer) (insert title of the officer)
personally appeared
(insert name(s) and title(s))
_________________________________________________________________________________________________________, 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)
ACKNOWLEDGMENT FORM
(FOR COUNTY USE ONLY)
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 )
) ss.
COUNTY OF LOS ANGELES )
On ______________________________, before me, ____________________________________________, Deputy County Clerk of the County of Los Angeles, personally appeared ____ __________________________________________________________ ___________________________________________, who p roved 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 si gnature(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.
________________________________________
Deputy County Clerk of the County of Los Angeles (Seal)
APPROVED as to title and execution,
______________________________, 20_______.
LOS ANGELES COUNTY PUBLIC WORKS
Survey/Mapping & Property Management Division
Supervising Title Examiner
By______________________________________
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the within deed or grant is hereby accepted under the authority conferred by Ordinance No. 95-0052, duly and regularly adopted by the Board of Supervisors of the County of Los Angeles on the 26th day of September 1995, and the Grantee consents to the recordation thereof by its duly authorized officer.
Dated________________________________________________
By___________________________________________________
GREG EVEN
ASSISTANT DEPUTY DIRECTOR
Survey/Mapping & Property Management Division
EXHIBITA
ProjectName:PlacentaYard
PLACERITAYARD1-IR
A.I.N.2840-001-906(Portion)
l.M.264-157
FifthDistrict
CityDocumentNo.GDE24-00004
LEGALDESCRIPTION
PARCELNO.1-IR(FeeforPlacentaYard):
ThatportionofParcel1,ParcelMapNo.18161,asshownonmapfiledinBook 215,pages6through9,ofParcelMaps,intheofficeoftheRegistrar-Recorder/County ClerkoftheCountyofLosAngeles,withinthefollowingdescribedboundaries:
Beginningatthesoutheasterlycornerofthatcertainparcelofland,describedas WELLSITE#2indeedtotheNewhallCountyWaterDistrict,recordedasDocumentNo. 3275,onFebruary27,1968,ofOfficialRecords,intheofficeofsaid Registrar-Recorder/CountyClerk;thencealongtheeasterlylineofsaidparcelofland, North2°04’59”East50.00feettothenortheasterlycornerofsaidparcelofland;thence North1°24’ll”East15.71feet;thenceNorth88°00’26”West48.14feet; thenceNorth3°50’36”East25.94feet;thenceNorth61°43’34”East40.69feet;thence North30°50’55”West13.74feet;thenceNorth5°52’40’West34.59feettothenortherly boundaryofsaidParcel1;thenceNorth80°30’16”East,alongsaidnortherlyboundary,a distanceof449.82feet;thenceleavingsaidboundary,SouthI5°33’21”West173.92feet; thenceSouth27°18’03”West131.15feet;thenceNorth80°51’14”West322.03feetto thePointofBeginning.
Reservinguntothegrantor,withtherighttoconveytoothers,aneasementfor ingressandegressandutilitypurposesin,over,uponandacrossthatportionofthe above-describedParcelNo.1-IR,lyingwithinastripofland,24feetwide,12feeton eachsideofthecenterlineofNorlandDrive(PrivateandFutureStreet),60feetwide,as shownonabove-mentionedmap.
Containing2.00±Acres
Page1of2
EXHIBITA
APPROVATODESCRIPTION
By
SEDLANDSURVEYOR
LosAngelesCounyPublicWorks
Dated
Page2of2
I
I
I
I
II
ILEGEND:
POB-POINTOFBEGINNING
WELLSITE#2
PERDOCUMENTRECORDEDONFEBRUARY27,1968,
ASDOCUMENTNO.3275,OFFICIALRECORDS,INTHE
OFFICEOFTHEREGISTRAR-RECORDERICOUNTYCLERK
OFTHECOUNTYOFLOSANGELES
NOSCALE
DIMENSIONSAREINFEET.
=RECORDDIMENSIONS
AREA=2.00±ACRES
PLACERITAYARD
A.I.N.2840-001-906(PORTION)
CITYDOCUMENTNO.GDE24-00004
—Si
—2” 17—
EXHIBITB
I
0 HOA.104872664.5 Exhibit A -3
13001-0007\3002510v7.doc
Exhibit A-3
EASEMENT DEED
ORIGINAL
RECORDING REQUESTED BY
AND MAIL TO:
LOS ANGELES COUNTY PUBLIC WORKS
P.O. Box 1460
Alhambra, CA 91802-1460
Attention: Survey/Mapping & Property
Management Division
Real Estate Services Section
Space Above This Line Reserved for Recorder's Use
THIS DOCUMENT IS EXEMPT FROM DOCUMENTARY TRANSFER TAX
PURSUANT TO SECTION 11922 OF THE REVENUE & TAXATION
CODE.
THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT
TO SECTION 27383 OF THE GOVERNMENT CODE.
THE UNDERSIGNED GRANTOR(S) DECLARE(S) DOCUMENTARY
TRANSFER TAX IS $ ZERO
Assessor's Identification Number:
2840-001-906 (Portion)
E A S E M E N T
For a valuable consideration, receipt of which is hereby acknowledged, the CITY OF SANTA CLARITA, a municipal corporation, (hereinafter referred to as CITY) does hereby grant to the COUNTY OF LOS ANGELES, a body corporate and politic (hereinafter referred to as COUNTY), a non-exclusive easement for ingress and egress and utility purposes, with the right to allow the COUNTY to grant utility easements to public utility companies in, on, over, under, and across the real property in the City of Santa Clarita, County of Los Angeles, State of California, described in Exhibit A and shown on and delineated on Exhibit B, both of which are attached hereto and by this reference made a part hereof.
Together with the further right to enter upon and to pass and repass over and along said easement and right of way and to deposit tools, implements, and other materials thereon by said COUNTY, its officers, agents, and employees, and by persons under contract with it and their employees, whenever and wherever necessary, for the purposes above set forth.
In the event that any such utility easements are granted by the COUNTY, they will be junior to the City’s rights for use of the subsurface, and if CITY needs to have those utility easements relocated to another portion of the property, the relocation will be at the public utility company’s expense.
IN WITNESS WHEREOF, on __________________________, 20___________, the CITY has caused this Easement document to be executed by its duly authorized officer pursuant to a resolution adopted by its City Council.
CITY OF SANTA CLARITA,
a municipal corporation
By_____________________________________
Mayor
(City Seal)
ATTEST:
By_____________________________________
P:CONF:JAEASCITYOFSANTACLARITATOCOLAPLACERTITA 1-1ERRVSD92324 City Clerk Project Name: Placerita Yard
PLACERITA YARD 1-1E
A.I.N. 2840-001-906 (Portion)
I.M. 264-157
S.D. 5
City Document No. EAS24-00029
M2277003
Project ID No. MPR0001069
HOA.104872664.5 Exhibit B
13001-0007\3002510v7.doc
Exhibit B
County Personal Property