Attachment D
1 June 2, 2025 Draft
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
(Mail tax statements as specified below.)
SPACE ABOVE THIS LINE FOR RECORDER'S USE
PARKING AGREEMENT
The undersigned declare that the documentary transfer tax is $ -0- as the consideration is less than $100.00 (Revenue and Taxation Code Section 11911). The land, tenements or realty is located in the CITY of Santa Maria, Santa Barbara County, California.
THIS PARKING AGREEMENT is made as of _______, 2026, by and between THE CITY OF SANTA MARIA, a municipal corporation and charter city (the “ CITY”) and [ENTITY] (“DEVELOPER”), with reference to the following facts.
A. The CITY is the owner in fee of all of that certain real property located within the CITY’s jurisdiction boundaries in Santa Barbara County, California described in Exhibit A attached hereto and incorporated herein by this reference ( the “Parking Structure”, portions of Santa Barbara County APN s 125-320-037, -041, -050) which consists of a multi-level parking structure.
B. DEVELOPER will develop that certain real property located in the CITY, in Santa Barbara County, California described in Exhibit B attached hereto and incorporated herein by this reference under th at certain Sales and Disposition Agreement (“SDA”) with the CITY dated September 17, 2024 (the “ Developer Parcels”). (Santa Barbara County APN 121-224-035).
C. Pursuant to the CITY’S Downtown Permit Number DT202 5-0003 (the “DT Permit”) issued to DEVELOPER on August 5, 2025 , DEVELOPER wishes to proceed with development of the Developer Parcels designated as Lot 2 in the SDA.
E. Item 6 of the conditions of approval of the DT Permit is that:
“9. Parking Area. 133 off -street parking spaces are required, and 78 off - street parking spaces are provided on -site, and 55 off -street parking spaces are to be provided off -site in the City -owned parking structure on Main Street according to the Sales and Disposition Agreement between the City of Santa Maria and the Vernon Group.
A. Prior to Certificate of Occupancy Issuance, the project applicant shall obtain a contractual agreement with the City for the use of parking
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in the City-owned parking garage to satisfy the parking required, which shall also include entering into a property-based business improvement district and/or other mechanism for the collection of fees to pay for parking improvement and maintenance.
B. The on -site off-street parking area and access shall be paved and doublestriped in accordance with City parking standards. The parking area shall be maintained and regularly resealed and restriped. Please note that a building permit is required for restriping. The striping shall be visible at all times and the parking area shall be void of potholes and depressions.
F. By this Parking Agreement the parties wish to fulfill the foregoing condition of approval and enter into the parking agreement required.
G. The use and operation of the Parking Structure is governed by the July 23, 1974 Construction, Operation and Reciprocal Easement Agreement, recorded as Instrument No. 27702, in Book 2572, Page 531 in the Office of the County Recorder for the County of Santa Barbara, California any amendments or extensions thereto, either existing now or entered into in the future. It is expressly understood that any and all rights granted under this Parking Agreement are subject and subordinate to those granted to current or future parties to the REA.
NOW, THEREFORE, in fulfilment of the foregoing condition, the CITY and DEVELOPER (each a “Party” and collectively the “Parties”) agree as follows.
1. TERM. This Parking Agreement shall automatically terminate 10 years after the date last signed below. The Parking Agreement may be extended by mutual consent of the Parties in no greater than 10 year increments . In no event shall any extension to this Parking Agreement continue past the sch eduled November 19, 2075 p ermanent closure of the Parking Structure.
Before that time, DEVELOPER will need to obtain alternative parking options to continue to meet the requirements of the DT Permit and maintain the certificates of occupancy for the buildings on the DEVELOPER Parcels.
2. EARLY TERMINATION. CITY may terminate this Parking Agreement, in whole or in part, in its sole discretion, on 45 days’ written notice if any of the subconditions of this Section are met. DEVELOPER shall be entitled to no compensation or reimbursement of already paid fees in the event of an early termination under this Section.
a. The Parking Structure is deemed unsafe for continued operation in the discretion of the CITY Building Official after consultation with an independent structural engineer; b. After the effective date of this Parking Agreement, a n independent engineering consultant hired by the CITY determines that the Parking S tructure requires over $2,000,000 in repairs for continued operations;
c. The CITY is sued by a non-party to this Parking Agreement for breach of the REA; or,
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d. A material breach of this Parking Agreement that is not cured by the breaching party after 30 days’ written notice.
3. NONEXCLUSIVE CHARACTER. The parking rights granted hereunder are non-exclusive and shall be enjoyed by DEVELOPER, and his successors in interest, in common with all other persons having interests in the Parking Structure, and the public in general.
4. PARKING RIGHTS . The rights granted herein are located and described as follows.
a. Parking Rights. A right to park up to 55 passenger automobiles and trucks (but not commercial vehicles over three -quarters of a ton in carrying capa city) is hereby granted to DEVELOPER and established by the CITY on the Parking Structure for reasonable parking in all of the parking spaces thereon, so as to provide for the parking of motor vehicles in the Parking Structure for the benefit of the Developer Parcel.
b. Ingress and Egress Rights. A right of ingress and egress is hereby granted to DEVELOPER and established by the CITY on the Parking Structure for reasonable pedestrian and vehicular access, ingress and egress over all of the walkways, driveways and drive aisles in the Parking Structure, so as to provide for the passage of motor vehicles and pedestrians across the Parking Structure and to and from all abutting streets or rights of way furnishing access to the Parking Structure, all for the benefit of the Developer Parcel.
c. Parking Zones. CITY may, in its sole discretion, establish designated parking zones or spaces for the use of parking rights under this Parking Agreement. This may include, but is not limited to, numbered parking or cordoned -off parking areas. In the event that designated parking zones or spaces are established, DEVELOPER shall be responsible for 100% of the costs of implementation of the parking zones (exclusive of CITY staff time) and 100% of any additional maintenance costs specific to the maintenance of said designated parking zones or spaces.
d. Disruption of Parking Rights. CITY may, from time to time and in its sole discretion, disrupt the Parking Rights granted under this Parking Agreement where necessary to perform its business of operation of the Parking Structure. During these disruptions, CITY shall have no obligation to provide DEVELOPER alternative parking.
e. Limitation on Parking Rights. DEVELOPER shall have no other rights than those expressly granted in this Parking Agreement. CITY shall have no duties to DEVELOPER regarding the Parking Structure not expressly listed in this Paring Agreement. This Parking Agreement does not make DEVELOPER a third-party beneficiary to any pre -existing agreement related to the Parking Structure, including the REA.
5. PERMIT SYSTEM. Parking between the hours of 1:00 a.m. and 6:00 a.m. is not permitted within CITY Parking Structures without a CITY issued Permit. CITY and DEVELOPER shall meet and confer to develop a permitting system applicable to the Developer Parcels after issuance of a building permit for the DT Permit and prior to issuance of a certificate
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of occupancy for any buildings on the Developer Parcels. CITY, in its sole discretion, may establish and amend rules and regulations for the permitting system in addition to or in lieu of the rules applicable to its CITY Parking Structures Ordinance.
6. ANNUAL PAYMENT. DEVELOPER is responsible for the proportional, actual costs of the operation and maintenance of the Parking Structure of its 55 parking spaces out of the Parking Structure’s total 1,078 spaces, for a total of 5.1% of the City’s total annual maintenance and operational costs. Maintenance and operation costs include costs of striping, paving, resealing, structural repairs, security, landscaping, and any other costs CITY incurs (either through its own staff and materials or costs paid to outside contractors) to maintain, operate, or repair the Parking Structure during the term of this Parking Agreement. During the first year of the Parking Agreement, DEVELOPER shall pay to the CITY $2,750 per month, equating to $50 per space per month, on the first day of the month. This rate is exclusive to Lot 2 in the SDA, which is to be developed as deed -restricted affordable housing. At the conclusion of the first year and each subsequent year thereafter, the CITY shall provide an accounting of its actual costs to DEVELOPER. Any overpayments shall be applied as a credi t to the subsequent year. Any underpayments shall be paid within 45 days. In the first full month after the annual accounting is provided, the monthly payment shall be adjusted to reflect the actual average monthly costs of the prior year. In the event tha t CITY expects to incur significant operation, maintenance, or repair costs on the parking structure that are anticipated to be an expense greater than 200% of the prior year’s operation, maintenance and repair costs, the Parties shall meet an d confer to discuss an updated payment or financing schedule.
7. INDEMNIFICATION FOR BREACH OF CONTRACT . DEVELOPER
acknowledges that the rights granted under this Parking Agreement may be in conflict with the CITY’s obligations under the REA , but has presente d an argument that it is entitled to parking under the REA and therefore, that this Parking Agreement does not violate the REA. To the fullest extent permitted by law, DEVELOPER shall indemnify, defend (with independent counsel approved by the CITY) and h old harmless the CITY, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) that are brought against the CITY by any party, successor party, or third party beneficiary to the REA alleging that this Parking Agreement constitutes a breach of the REA. The provisions of this paragraph survive completion of the term of this Parking Agreement. The provisions of this Section are not limited by the provisions of the section relating to insurance.
8. INDEMNIFICATION FOR NEGLIGENCE. To the fullest extent permitted by law, DEVELOPER shall indemnify, defend (with independent counsel approved by the CITY) and hold harmless the CITY, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute re solution) regardless of nature or type that arise out of, pertain to, or relate to the use of the Parking Structure by DEVELOPER, its agents, successors, tenants, or customers of the Developer Parcels. The provisions of this paragraph survive completion of the term of this Parking Agreement. The
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provisions of this Section are not limited by the provisions of the section relating to insurance.
9. INSURANCE. DEVELOPER shall procure and maintain for the duration of the Parking Agreement general liability insurance in a minimum amount of $ 10,000,000 per occurrence against claims for injuries to persons or damages to property which may arise from or in connection with DEVELOPER’s, its agents, successors, tenants, or customers ’ use of the Parking Structure. If DEVELOPER maintains broader coverage and/or higher limits than the minimum required, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by DEVELOPER. The CITY must be named as an additional insured on the policy, the policy must be listed as the primary insurance as relates to the uses and obligations contemplated by this Parking Agreement, and the policy must include a waiver of subrogation in favor of the CITY.
10. PARKING STRUCTURE DISCRETION. As between the parties, the CITY has sole and exclusive discretion regarding operation, maintenance, and repair decisions relating to the Parking Structure. CITY shall have the right, but not the obligation, to conduct an annual structural inspection to assess continued viability of the Parking Structure, the cost of which shall be included in the operational costs charged to DEVELOPER pursuant to Section 6.
11. BUSINESS IMPROVEMENT DISTRICT. At such time as may be requested by the CITY, DEVELOPER shall execute and deliver to the CITY such documents as the CITY may reasonably require to subject the DEVELOPER Parcel to a business improvement dis trict (BID) or other mechanism for collection of fees to pay for the Parking Structure’s improvement and mainten ance on the same proportionate basis as all other properties utilizing the parking facilities within the Parking Structure, in addition to general services provided consistent with the Property and Business Improvement District Law of 1994 (California Streets and Highways Code Sections 36600 through 36671).
12. ENTIRE AGREEMENT. This instrument and the attached Exhibits constitute the entire agreement between the parties relating to the easements granted herein. Any prior agreements, promises, negotiations, or representations not expressly set forth in this instrument are of no force and effect. Any amendment to this instrument shall be of no force and effect unless it is in writing, signed by the party to be charged.
13. ATTORNEY’S FEES . If either party to this instrument, or their successors in interest shall bring any action for any relief against the other, declaratory or otherwise, arising out of this instrument, the losing party shall pay to the prevailing party a reasonable sum for attorneys’ fees incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recover y of attorneys’ fees and costs incurr ed in enforcing such judgment.
14. BINDING EFFECT. This instrument shall be binding on and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns ; provided, however, that a ny assignment of this Parking Agreement without the express written
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consent of CITY shall be null and void.
IN WITNESS WHEREOF , the undersigned have executed t his Parking Agreement at Santa Maria, California, as of the date written below.
DATED: _____ ___, 2026
CITY OF SANTA MARIA
By: _________________________
David W. Rowlands
City Manager
_________________________________
[Signatory]
[Title]
ATTEST:
_________________________
Donna G. Schwartz
Chief Deputy City Clerk
APPROVED AS TO FORM:
_________________________
Thomas T. Watson
CITY Attorney
[Acknowledgments follow on next page.]
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ACKNOWLEDGMENTS
STATE OF CALIFORNIA )
)
COUNTY OF SANTA BARBARA )
On ________ ___, 2025, before me, ____________________________, a Notary Public, personally appeared ALICE M. PATINO, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capa CITY, and that by her signature on the instrument the person, or the entity upon behalf of which the person 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)
STATE OF CALIFORNIA )
)
COUNTY OF SANTA BARBARA )
On ________ ___, 2025, before me, ____________________________, a Notary Public, personally appeared MARK C. DEVELOPER, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he exec uted the same in his authorized capa CITY, and that by his signature on the instrument the person, or the entity upon behalf of which the person 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)
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.
A notary public or other officer completing this certificate verifies on ly 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 A
EXHIBIT A TO
PARKING AGREEMENT
PARKING STRUCTURE LEGAL DESCRIPTION
[Insert]
EXHIBIT B
EXHIBIT B TO
PARKING AGREEMENT
DEVELOPER PARCEL LEGAL DESCRIPTION
[Insert]