RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY OF SANTA CLARITA
Attention: Director of Administrative Services
23920 Valencia Boulevard
Santa Clarita, California 91355
AMENDED AND RESTATED
EASEMENT AGREEMENT FOR PARKING SPACES
BY AND BETWEEN
CITY OF SANTA CLARITA
AND
VISTA CANYON RANCH, LLC
DATED AS OF ___________________, 2026
This document is exempt from recording
fees pursuant to Government Code Section 27383.
AMENDED AND RESTATED EASEMENT AGREEMENT FOR PARKING SPACES This AMENDED AND RESTATED EASEMENT AGREEMENT FOR PARKING SPACES (the “Agreement”) is made and entered into as of ____________________, 2026 (the “Effective Date”), by and between the City of Santa Clarita (the “ Grantor”), and Vista Canyon Ranch, LLC company (“Grantee” and, together with the Grantor, the “Parties” and each a “Party”).
RECITALS
This Agreement is made and entered into on the basis of the following facts and understandings of the Parties set forth in these recitals:
A. Grantor is a municipality located within Los Angeles County, California, more specifically within the Santa Clarita Valley.
B. On April 26, 2011, Grantor adopted Resolution No. 11- 23 approving the Vista Canyon Specific Plan ( “Vista Canyon Project”). The approved Vista Canyon Project consists of:
(i) 1,100 single-family, multi-family, and apartment units; (ii) 950,000 square feet of retail, office, and hotel uses; (iii) a Multi-Modal Transit Center; (iv) a water reclamation factory known as the Vista Canyon Water Factory; (v) recreational amenities; and, (vi) other related infrastructure, services and amenities (e.g., roadway improvements, trails, buried bank stabilization) along with the Vista Canyon Project's Final Conditions of Approval.
C. Grantor, Grantee and Vista Canyon Phase I, LLC, a Delaware limited liability company (“VCPI”), are parties to that certain Funding and Acquisition Agreement dated as of April 12, 2016 (the “Acquisition Agreement”), pursuant to which Grantor acquired from Grantee and VCPI, and is now the owner of, land (the “Property”) and a multi-story parking facility known as Parking Structure I or Cooper Street Parking Structure located thereon within the Vista Canyon Project (the “Parking Facility”), as more specifically described on Exhibit 1 attached hereto and made a part hereof.
D. P ursuant to the terms of the Acquisition Agreement, Grantor and Grantee have entered into a Parking Spaces Acquisition Agreement dated as of October 21, 2020 (the “Parking Agreement”) by which Grantee acquired certain rights and obligations with regard to eighty- four (84) parking spaces at the Parking Facility for the benefit of the respective owners of adjacent multi-family residential properties described on Exhibit 2 attached hereto and made a part hereof and the residents thereof (the “Dominant Tenements”).
E. Pursuant to the Parking Agreement, Grantor and Grantee entered into the Easement Agreement for Parking Spaces dated as of October 21, 2020 (the “Original Easement Parking Agreement”) recorded on November 2, 2020, as Document No. 20201373407, in the Office of the Los Angeles County Recorder, State of California , in which Grantor granted to Grantee for each of the Dominant Tenements certain easements at the Parking Facility for the use of certain parking spaces (the “Parking Spaces”) in those portions of the Parking Facility more specifically described
2 on Exhibit 3 attached hereto and made a part hereof (the “ Easement Areas”), and to provide for the respective rights and obligations of the Parties with regard to the Parking Spaces.
F. In connection with the issuance, sale and delivery of the $17,230,000 City of Santa Clarita Community Facilities District No. 2016-1 (Vista Canyon) Special Tax Bonds 2020 Series (the “Bonds”), the Grantor and Vista Canyon Master Association, a California non- profit mutual benefit corporation (the “Association”), entered into and delivered the Parking Management Services Agreement For Parking Structure 1, dated as of October 21, 2020 (the “Management Agreement”), under which the Association agreed to manage the Parking Facility.
G. The Parties acknowledge that the Association is in default under the Management Agreement with respect to timely recordkeeping and reimbursement requests, maintenance standards, and outstanding delinquencies in the payment of special taxes relating to the City of Santa Clarita Community Facilities District No. 2020 -1 (Cooper Street) (the “Cooper Street CFD”).
H. Due to the intent of the parties to terminate the Management Agreement by entering into a Termination of Parking Management Services Agreement f or Parking Structure 1 and Settlement Agreement (the “Management Termination Agreement”), the P arties hereto desire to amend and restate in full the Parking Easement Agreement to reflect payment of Grantee’s contribution of operating costs of the Parking Facility to the City.
I. The recitals set forth above are true and correct and, by this reference, are made an operative part of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
l . Easements. Grantor hereby grants and conveys to Grantee and its successors, assigns, agents, permittees or invitees, (a) an exclusive, perpetual easement for the use and maintenance of the Parking Spaces, together with the installation, maintenance and repair of al l necessary or appropriate fixtures and appurtenances thereto (collectively, the “ Tenant Parking Facilities”) in the Easement Areas; (b) a nonexclusive perpetual easement in, over, upon and through the Parking Facility for ingress and egress purposes to th e Easement Areas; and (c) a nonexclusive, perpetual easement in, under, over, and upon the Parking Facility for electrical lines, conduits, strands, wires, cables, hardware and junction boxes with regard to gating and other fixtures and appurtenances to the Parking Spaces as Grantee may deem to be necessary or appropriate from time to time (the “Parking Fixtures”) (collectively, and on the terms and subject to the conditions set forth in this Agreement, the “Easements”).
2. Us
e . As of the Effective Date and pu rsuant to the Management Termination Agreement, Grantor has shall manage, operate and maintain the Parking Facility (the “Manager”).
Grantee shall, at its sole cost and expense, use and maintain in good and safe order and condition and state of repair (in cluding without limitation periodic striping of Parking Spaces) the Tenant Parking Facilities, and install, maintain, repair and replace, as necessary, the Parking Fixtures at the Tenant Parking Facilities; provided that use of the Tenant Parking Facilities shall be limited to 3 residents of each of the Dominant Tenements or their permittees or invitees; provided further that, if any such maintenance, repair or replacement is undertaken by Grantor as Manager, Grantee will be responsible for the cost of such m aintenance, repair or replacement. Grantee shall have the further right to use during the installation, repair and replacement of any Parking Fixtures such areas adjacent to the easements herein granted as may reasonably be necessary for the performance of the work and for access to the work during installation, repair and replacement; provided, that such use is to be made in a manner calculated to cause as little interference with the use of the remaining portions of the Parking Facility as is reasonably possible. The Parking Fixtures shall at all times remain the exclusive property of Grantee. Grantor shall not interfere with Grantee’s rights and operations hereunder; provided that Grantor, its successors, assigns, or agents, and as Manager, shall have the right to access the Easement Area for any purpose which is not inconsistent with Grantee’s rights herein, and Grantee, its successors or assigns shall not reduce or alter the number of Parking Spaces without Grantor approval.
3. C
ontribution to Operating Cos ts of Parking Facility . In addition to Grantee’s obligations in Section 2 hereof, on a n annual basis by April 10 ( “Payment Date”), Grantee shall pay to Grantor Grantee’s Proportionate Share of the Operating Costs of the Parking Facility.
Grantor shall provide an expense budget by July 1. “Operating Costs” means all costs and expenses of every kind and nature paid or incurred by Grantor or Manager, as applicable, in connection with the maintenance, repair, replacement, operation, protection, lighting and policing of the Parking Facility. The “Grantee’s Proportionate Share” of costs are based on the proportion that the number of Parking Spaces bears to the total number of parking spaces in the Parking Facility, which is currently 84 spaces out of 613 total spaces or 13.7%. Grantor shall furnish to Grantee an expense statement (in reasonable detail) for actual Operating Costs incurred for the period covered at the request of the Grantee. A 10% penalty will be charged if paid after April 10 and 1.5% monthly interest will be charged beginning July 1 of the following year.
Grantee shall have the right, not more frequently than once per calendar year, after notice to Grantor or Manager, as applicable, and at reasonable times, to inspect and photocopy Grantor's or Manager's records (including invoices) relating to Operating Costs. If Grantee disputes any Operating Costs, Grantee will be entitled, not later than one year following the calendar year in question, to retain an independent certified public accountant applying generally accepted accounting industry standards, who is not contracted or compensated on a contingency fee basis and who has not been employed by Grantee in the preceding five (5) years, to audit such records for the calendar year in question. If the audit determines that Grantee was overcharged, then, within thirty (30) days of Grantor's or Manager's inspection of the audit, Grantor or Manager, as applicable, shall credit Grantee the amount of the overcharge toward the payments of Grantee's Proportionate Share of Operating Costs next coming due hereunder. If the audit determines that Grantee has been undercharged, Grantee shall remit to Grantor or Manager, as applicable, such amount with Grantee's Proportionate Share of the Operating Costs next coming due hereunder.
Grantee agrees to pay the cost of the audit, unless the audit determines that Grantor' s or Manager's calculation of Operating Costs was in error by more than five percent (5%), in which case Grantor or Manager, as applicable, shall pay for the reasonable cost of the audit (but in no event shall such payment exceed the amount of the overcharge determined by such audit).
4. Indemnity. To the extent permitted by law, Grantee shall indemnify, defend and hold Grantor and Man ager harmless from any and all claims, damages, liabilities, costs and 4 expenses, of every nature and kind whatsoever, arising from or on account of the use by Grantee and its successors, assigns, agents, permittees, invitees and residents of the Dominant T enements (and their permittees, guests and invitees) of the easements herein granted.
5. Warranty of Title . Grantor, for itself, its successors and assigns, does hereby covenant and agree with Grantee, and its successors and assigns, that Grantor at the time of execution of this Agreement has the good right, title and authority to enter into this Agreement.
6. S
uccessors and Assigns . The easements herein granted are intended to run with the land and shall be a burden on the Property and bind Grantor and its successors and assigns and shall inure to the benefit of Grantee and its successors and assigns; provided that, from and after any such succession or assignment by Grantee of all or any portion of its rights hereunder that is approved in writing by the Grantor, Grantee shall no longer be liable or responsible for any of the obligations of Grantee hereunder arising thereafter relating to the rights so assigned, and Grantor or Manager, as applicable, shall look solely to such successor or assignee with regard to s uch obligations.
7. A
mendment . No termination or amendment of any of the provisions of this Agreement shall be effective unless in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or permanent waiver unless so specifically stated.
8. S
ev erability. The provisions of this Agreement are severable. If any provision hereof shall be determined to be invalid or unenforceable, it shall not affect the validity of any remaining provisions herein and all remaining provisions shall be given full forc e and effect separately from the invalid or unenforceable provision.
9. C
aptions . The captions and section headings of this Agreement are for convenient reference only and in no way define, describe, extend or limit the scope or intent of this Agreement nor the intent of any provision hereof.
10. A
ttorneys’ Fees. If any legal action or proceeding arising out of or relating to this Agreement is brought by either Party to this Agreement, the prevailing Party will be entitled to receive from the other Party, in addit ion to any other relief that may be granted, the reasonable attorneys' fees, costs, and expenses incurred in the action or proceeding by the prevailing Party as fixed by the court.
11. R
equest for Notice. Grantee requests that it receive notice of any pending trustee or foreclosure sale or receivership, bankruptcy or other proceeding affecting the Parking Facility, sent to the address above or to such further address of record provided from time to time. [signature page follows]
5 IN WITNESS WHEREOF, the parties have executed this A greement as of the date first above written.
CITY OF SANTA CLARITA
By
Kenneth W. Striplin
City Manager
ATTEST:
By: ______________________________
City Clerk
APPROVED AS TO FORM:
By: ______________________________
City Attorney
Vista Canyon Ranch, LLC
a California limited liability company
By: JSJ Partners, LLC,
a California limited liability company
its: Manager
By: JSB Development, Inc.,
a California corporation
its: Member
By: ________________________________
James S. Backer, President
Mailing Address: 27651 Lincoln Place, #260
Santa Clarita, CA 91387
Telephone: 661-210-7355
Email: [email protected]
6 STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On ________________________, before me, ______________________________ (insert name of the officer), Notary Public, personally appeared ______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon which the person(s) acted, executed this 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.
___________________________________ [Seal]
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.
EXHIBIT 1
LEGAL DESCRIPTION OF PARKING FACILITY
LOT 7 OF TRACT 69164-01, IN THE CITY OF SANTA CLARITA,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 1396, PAGES 40 THROUGH 48, OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
EXHIBIT 2
LEGAL DESCRIPTION OF DOMINANT TENEMENTS
LOTS 4 AND 12 OF TRACT 69164-01, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1396, PAGES 40 THROUGH 48, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY
EXHIBIT 3
DESCRIPTION OF EASEMENT AREAS