HomeMy WebLinkAbout2016-07-12 - AGENDA REPORTS - NEWHALL PASS (2)0
Agenda Item: 5
CITY OF SANTA CLARITA
Q) AGENDA REPORT
CONSENT CALENDAR
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CITY MANAGER APPROVAL: 1 j=�
DATE: July 12, 2016
SUBJECT: PRESERVATION OF 241 +/- ACRES OF REAL PROPERTY,
FORMER LAS LOMAS DEVELOPMENT, NEWHALL PASS AREA,
ASSESSOR'S PARCEL NOs. 2827-029-008, 2827-030-011, 2827-030-
012, 2827-030-013, 2827-031-002, AND 2827-031-007
DEPARTMENT: Recreation, Community Services, Arts, and Open Space
PRESENTER: Richard E. Gould
RECOMMENDED ACTION
City Council:
Approve participation in the purchase of 241 +/- acres of real property located in the Newhall
Pass/I-5 Corridor area within unincorporated Los Angeles County, Assessor's Parcel
Numbers 2827-029-008, 2827-030-011, 2827-030-012, 2827-030-013, 2827-031-002, and
2827-031-007 in an amount not to exceed $1,246,000.
2. Adopt a resolution authorizing the City of Santa Clarita (City) to enter into a grant agreement
with the Wildlife Conservation Board and the Trust for Public Land authorizing the
acquisition of property.
3. Appropriate $1,136,000 from Open Space Preservation District Fund Balance (Fund 358) to
Open Space Preservation District Expenditure Account 12592-5201.004 for the purchase of
the property.
4. Appropriate $50,000 from the Open Space Preservation District Fund Balance (Fund 358) to
Open Space Preservation District Expenditure Account 12592-5201.004 for costs associated
with escrow, title, and other transaction -related costs, including due diligence, attorney, and
professional services fees not to exceed $50,000.
5. Appropriate $50,000 from the Open Space Preservation District Fund Balance (Fund 358) to
Open Space Preservation District Expenditure Account 12592-5201.008 for property
improvements.
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6. Appropriate $10,000 on an ongoing basis from Open Space Preservation District Fund
Balance (Fund 358) to Open Space Preservation District Expenditure Account12592-
5185.003 for the payment of annual property taxes.
Approve the Funding and Transfer Agreement between the City and the Trust for Public
Land.
8. Authorize the City Manager or designee to modify all documents subject to City Attorney
final document approval, contingent upon the appropriation of funds by the City Council in
the annual budget for such fiscal year.
BACKGROUND
As part of a multi -agency collaboration, the California Department of Fish and Wildlife
approved the Santa Clarita Conservation Corridor, a Conceptual Area Protection Plan (CAPP),
which prioritized parcels for potential acquisition under the Open Space Preservation District.
The CAPP has facilitated endeavors to both preserve critical habitat in the upper Santa Clara
Watershed and conserve lands considered important to maintaining wildlife connectivity. The
CAPP recommends establishing linkage along and between the Golden State Freeway (I-5) and
State Highway 14, connecting the Angeles National Forest to the Santa Susanna Mountains, in
an area commonly referred to as the Newhall Pass. This particular linkage is important to
sustaining the viability of threatened and endangered species in the region. Acquisition of these
parcels is consistent with the goals and policies of the Open Space Preservation District.
The Trust for Public Land (TPL) is a nonprofit land trust that facilitates the transfer of land from
willing private landowners to public ownership. This is done to ensure that natural lands and
wildlife habitat are preserved for future generations. In 2013, TPL initiated contact with the
owners of the subject property, Valley Vista Ranch. Previously, this property was under threat
of development as part of the proposed Las Lomas development, a residential subdivision of
5,500 units on 555 acres.
Over the past three years, TPL continued to engage the property owner, and successfully
negotiated a purchase price of $3,925,000 for the 241 acres. In an effort to secure the necessary
acquisition funds, TPL has submitted applications to three partners to assist with this purchase.
TPL has applied to the State of California Wildlife Conservation Board (CWCB) for a grant of
$1,000,000. TPL also prepared a grant application on behalf of the City, and was awarded
$500,000 from the state's Environmental Enhancement Mitigation Program (EEMP). Award of
both the CWCB and EEMP grants are expected in August 2016. Finally, TPL has submitted
requests to Los Angeles County for $639,000 in funds available through Proposition 84 and an
additional $650,000 through Proposition A. If successful, TPL will have secured $2,789,000 to
assist with the purchase. The City's participation would be the balance of remaining funds
needed to complete the purchase, plus one time funds for due diligence, and one time funds for
property improvements, plus ongoing funds for the payment of annual property tax. Upon TPL's
completion of the purchase of the property, TPL will convey fee title to the City.
TPL must provide a complete acquisition package to the CWCB that demonstrates the City's
willingness to participate in, and its financial contribution of $1,136,000 toward the acquisition
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and additional acquisition costs of $50,000 for escrow, title, and other related transaction fees,
including due diligence, attorney, and professional services fees. Another $50,000 is needed for
improvements, including gates, fencing, signs and other immediate and necessary improvements
to the property, bringing the City's one-time estimated contribution to $1,236,000. Furthermore,
The City will need to budget $10,000 for the annual property tax payments, for a grand total of
$1,246,000.
The complete acquisition package that TPL must provide includes the City's adoption of a
resolution authorizing the City to enter into a grant agreement with the Wildlife Conservation
Board and the Trust for Public Land authorizing the acquisition of property.
The City's proposed Funding and Transfer Agreement with TPL is structured so that funds from
CWCB, EEMP, and Prop A will directly reduce the City's level of financial obligation to this
purchase. Neither TPL nor the CWCB will hold property ownership for the long term, and upon
completion of their acquisition process, TPL will transfer fee title of the property to the City. The
City will be responsible for the management and maintenance of the property and for the
payment of annual property taxes.
This transaction will meet the goals of the CAPP by putting private land into protected public
holdings. The subject parcels are contiguous to existing open space land and will further
complement the multi -agency efforts of preserving and expanding the wildlife corridor and
regional greenbelt. To date, the City has participated in the purchase of over 7,800 acres of open
space. This acquisition is consistent with the goals and policies of the Open Space Preservation
District, the City's General Plan, and the proposed One Valley One Vision Plan.
ALTERNATIVE ACTION
1. Direct staff to not participate in the purchase of the subject property.
2. Other actions as determined by the City Council.
FISCAL IMPACT
Upon approval of the recommended action, the budget will be adjusted accordingly.
ATTACHMENTS
Location Map
Valley Vista Resolution - TPL
Funding and Transfer Agreement with TPL
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RESOLUTION NO. 16-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA,
CALIFORNIA, AUTHORIZING ENTERING INTO A GRANT AGREEMENT WITH THE
CALIFORNIA WILDLIFE CONSERVATION BOARD AND THE TRUST FOR PUBLIC
LAND AND AUTHORIZING THE ACQUISITION OF ALL OR A PORTION OF
ASSESSOR'S PARCEL NUMBERS 2827-030-011, 2827-030-012, 2827-030-013, 2827-029-
008, 2827-031-002, 2827-031-007 TOTALING APPROXIMATELY 241 ACRES IN LOS
ANGELES COUNTY
WHEREAS, the Legislature of the State of California created the Wildlife Conservation
Board (WCB) in 1947 to select, authorize and allocated funds to purchase land and waters for
preservation, protection, and restoration of wildlife habitat; and
WHEREAS, the acquisition of the identified property is exempt from the provisions of
the California Environmental Quality Act; and
WHEREAS, the acquisition of the identified property possesses high ecological and
habitat value; and
WHEREAS, the use of referenced grant funds for acquisition of the identified property is
an appropriate expenditure; and
WHEREAS, the City Council authorizes the execution of California Wildlife
Conservation Board Grant Agreement for Acquisition of Fee Interest number WC -TBD and
acceptance of grant funds from the listed agencies for the purpose of acquisition of identified
property.
NOW, THEREFORE, the City Council of the City of Santa Clarita does hereby resolve
as follows:
SECTION 1. Authorizes the execution of California Wildlife Conservation Board Grant
Agreement for Acquisition of Fee Interest number WC -TBD and the acceptance of grant funds
from the listed agencies for the purpose of acquisition of the identified property.
SECTION 2. Authorizes the acceptance of fee title to the identified property.
SECTION 3. Authorizes Kenneth W. Striplin, City Manager or his designee, to do any
and all acts necessary to carry out this resolution and any recommendations made by the Santa
Clarita City Council.
SECTION 4. The City Clerk shall certify to the adoption of this Resolution.
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PASSED, APPROVED, AND ADOPTED this a' day of 2016.
MAYOR
ATTEST:
CITY CLERK
DATE:
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 was duly adopted by the City Council of the City of Santa Clarita at a
regular meeting thereof, held on the eh day of 2016, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
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CITY CLERK
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FUNDING AND TRANSFER AGREEMENT
(Valley Vista 37173-313)
This is a Funding and Transfer Agreement (this "Agreement') dated for reference
purposes only 2016, between THE TRUST FOR PUBLIC LAND, a
California nonprofit public benefit corporation ("Transferor') and THE CITY OF SANTA
CLARITA, a California general law city ("Transferee"). Transferee and Transferor may be
collectively referred to herein as the 'Parties."
RECITALS
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A. The addresses and telephone numbers of the parties to this Agreement are as
follows. Telephone numbers are included for information only.
TRANSFEROR:
The Trust for Public Land
101 Montgomery, 9th Floor
San Francisco, CA 94104
Attn: Becky Bremser
Tel: (415) 800-5276
FAX: (415) 442-0487
becky. bremser(cDtpl.org
Copies of any notice to Transferor should
also be sent to:
The Trust for Public Land
101 Montgomery, 9th Floor
San Francisco, CA 94104
Attn: Eileen Chauvet
Tel: (415) 800-5294
FAX: (415) 495-0541
eileen.chauvet@tpl.org
TRANSFEREE:
City of Santa Clarita
23920 Valencia Boulevard
Suite 120
Santa Clarita, CA 91355-2196
Attn: Rick Gould
Tel: 661-255-4978
rg o u Id (cDsa nta-clarita.com
Copies of any notice to Transferee should
also be sent to:
City of Santa Clarita
23920 Valencia Boulevard
Suite 120
Santa Clarita, CA 91355
Attn: City Attorney
B. Transferor has contracted with R. Fred and Janet E. McHaddad ("Landowner")
to acquire certain real property located in the County of Los Angeles, State of California
described on Exhibit A attached hereto and incorporated herein by this reference, which is
approximately 248 acres (the "TPL-Landowner Agreement'). That real property, excepting
therefrom approximately 6.7 acres substantially as depicted on Exhibit A-1 (the 'Retained
Property"), which will be retained by Seller, together with all structures, improvements, fixtures,
minerals, timber, crops and groundwater and riparian rights and all rights appurtenant to it,
including but not limited to timber rights, mineral rights, grazing rights, and access rights, will be
referred to in this Agreement as the 'Property."
C. Following acquisition of the Property from Landowner, Transferor desires to transfer the
Property to Transferee for permanent open space protection and other conservation purposes.
Transferee is willing to acquire the Property from Transferor on the terms and conditions set
forth in this Agreement.
D. Transferor is a conservation organization having among its purposes the acquisition, for
the benefit of the public, of open space, scenic and recreational lands. Transferor is exempt
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from taxation under Section 501(c)(3) of the Internal Revenue Code and is included in the
"Cumulative List of Organizations described in Section 170(c) of the Internal Revenue Code"
published by the Internal Revenue Service. Transferor is not a private foundation within the R
meaning of Section 509(a) of the Internal Revenue Code. C
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THE PARTIES AGREE AS FOLLOWS: a
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1. Purchase and Sale Terms. o
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(a) Effective Date. This Agreement shall be effective as of the date this a
Agreement is fully signed and delivered by both Parties, as evidenced by the latest of
the dates shown on the signature page to this Agreement (the "Effective Date").
(b) Transfer Value. If Transferor elects to purchase the Property as provided
herein, Transferor shall transfer the Property to Transferee and Transferee shall accept
the Property from Transferor for Three Million Nine Hundred Twenty -Five Thousand
Dollars ($3,925,000.00) (the "Transfer Value") payable in cash at the Close of Escrow,
as defined in Section 5.
Conditions to Closing.
(a) The Parties' respective obligations to close the sale of the Property shall
be conditioned upon all of the following:
(i) Transferor receives approval of the transaction, which is the
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subject of this Agreement, by the Project Review Committee of Transferor's
Board of Directors (primarily for Transferor's benefit);
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(ii) Transferee's approval of the title, physical, structural and
environmental condition of the Property not later than
("Review Deadline") (primarily for Transferee's benefit);
(iii) Transferee receives approval of the transaction which is the
subject of this Agreement by the Transferee's City Council (primarily for
Transferee's benefit);
(iv) Transferor receives approval of all due diligence, including the
appraisal, from the Department of General Services (primarily for Transferor's
benefit);
(v) Transferee receives Wildlife Conservation Board funding award in
the amount of One Million and 00/100 Dollars ($1,000,000.00), which Transferee
directs to escrow so that it may constitute a portion of the Transfer Value
(primarily for Transferor's benefit);
(vi) Transferee receives Environmental Enhancement and Mitigation
Program funds in the amount of Five Hundred Thousand and 00/100 Dollars
($500,000.00), which Transferee directs to escrow so that it may constitute a
portion of the Transfer Value (primarily for Transferor's benefit);
(vii) Transferee receives Proposition 84 funds from the Santa Monica
Mountains Conservancy in the amount of Six Hundred Thirty -Nine Thousand and
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00/100 Dollars ($639,000.00), which Transferee directs to escrow so that it may
constitute a portion of the Transfer Value (primarily for Transferor's benefit);
(viii) Transferor receives Proposition A funds from Los Angeles County
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in the amount of (Six Hundred Fifty and 00/100 Dollars ($650,000.00), which
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Transferor directs to escrow so that it may constitute a portion of the Transfer
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Value (primarily for Transferor's benefit);
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(ix) Satisfaction of all the obligations stated herein by both Transferee
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and Transferor, within the time periods provided in this Agreement (if any)
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(primarily for the benefit of the party who does not have that particular obligation);
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(x) Transferee may elect, but is not obligated, to waive or reduce
award amount conditions identified above in (v) and/or (vi); however, the Transfer
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Value shall remain the same. r
(xi) Transferee may elect, but is not obligated, to fund any remaining
balance due per the direction of its City Council, with City attorney approval.
(xii) Transferee's approval of the lease and access easement referred
to in Section 3(b)(ii) and 3(b)(iii), respectively.
(b) If any condition precedent is not satisfied or waived by the party for c
whose primary benefit it exists, said benefited party may terminate this Agreement by R
written notice to the other party, in which event the Parties shall have no further Z
obligation to each other under this Agreement.
3. Condition of the Property. a
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(a) Transferee and Transferor agree that, prior to the Review Deadline 7 -
described
described in Section 2(a)(ii): —J
(i) Transferee shall have had the opportunity to study all aspects or
circumstances of the Property, which Transferee deems material or relevant;
(ii) Transferee shall have requested and received from Transferor all
documents, studies, test results, and materials in Transferor's possession or
under its control, which are material or relevant with respect to the Property,
including without limitation any environmental reports prepared by or for
Transferor or in Transferor's possession or control for the Property (collectively,
"Transferor's Reports"). Transferor makes no representation or warranties as to
the accuracy, completeness or conclusions of Transferor's Reports;
(iii) Transferee shall have had access to the Property; and
(iv) Transferee shall have had the opportunity to make all inspections
and verifications which Transferee deems necessary for the completion of
Transferee's due diligence review for the transaction covered by this Agreement.
(b) Transferee acknowledges that Transferee's purchase of the property is
subject to, among other things, (i) (1) Easement General to the New Cingular Wireless
PCS, LLC dated as of April 15, 1995, as amended by the First Amendment to General
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Easement dated April 14, 2000, and the Second Amendment to General Easement
dated April 30, 2006, and the Third Amendment to General Easement June 22, 2010, (2)
Communications Site Lease Agreement dated as of November 29, 1995 by and between
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Seller and Pacific Bell Mobile Services, and (3) the leased premises under the
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Communications Site Ground Lease Agreement and Relocation Rider, each dated
December 22, 1998 by and between Seller and Cox Communications PCS L.P., as
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amended by the first Amendment to PCS Site Agreement dated December 6, 2006 by
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STC One, LLC (as successor -in -interest to Cox Communications PCS L.P.), and the
Second Amendment to Communications Site Ground Lease Agreement dated March 4,
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2009 (collectively the "Existing Tower Agreements"), (ii) a lease to Landowner of the
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portion of the Property subject to the Existing Tower Agreements, and (iii) an access R
easement that Transferee will grant to Landowner to access the Retained Property.
Transferee shall have approved the final form of such lease agreement and access z
easement by the Close of Escrow. a
(c) Except as otherwise expressly set forth in this Agreement, Transferee
acknowledges and agrees that Transferor makes no representations or warranties as to
the physical condition of the Property or in connection with any matter relating to its
condition, value, fitness, use or zoning on which Transferee has relied directly or
indirectly. Transferee further acknowledges and agrees that, except as expressly set
forth in this Agreement, Transferor's cooperation with Transferee in connection with
Transferee's due diligence review of the Property, whether by providing the Transferor's
Reports or any other documents, or permitting inspection of the Property, shall not be
construed as any warranty or representation, express, implied or statutory, of any kind
with respect to the condition of the Property.
(d) Except as otherwise expressly provided below, Transferee hereby C.L.
acknowledges and agrees that the transfer of the Property is and will be made on an "as
is, where is" basis and that neither Transferor, nor any representative, agent or
employee of Transferor has made, or will make, any representations, warranties or
guaranties of any kind or character whatsoever with respect to the Property. a
TRANSFEREE HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR
WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"),
WHICH IS SET FORTH BELOW:
A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.
BY INITIALING BELOW TRANSFEREE HEREBY WAIVES THE PROVISIONS OF
SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE
SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
Transferee's Initials
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The waivers and releases by Transferee herein contained shall not apply to any breach
of Transferor's representations or warranties under Section 9 of this Agreement or a default by
Transferor and such representations and warranties and defaults shall survive the Close of
Escrow and the recording of the Grant Deed (defined below).
4. Escrow. Transferor has opened an escrow with First American Title Insurance
Company (the "Escrow Holder"), 8500 Stockdale Hwy., Suite 190, Bakersfield, CA 93311 Attn:
Nancy Smith, Phone: (661)617-1502, Fax No.: (866)780-1520, E -Mail: njsmith@firstam.com for
the purpose of closing the transfer of the Property. Escrow shall close as soon as possible but
no later than ("Close of Escrow").
Documents.
(a) Transferor's Documents. At least one (1) business day prior to the Close
of Escrow, Transferor shall deposit with Escrow Holder:
(i) one (1) original duly executed, acknowledged and dated grant
deed in a form suitable for recordation, conveying to Transferee or Transferee's
nominee marketable, record, fee simple title to the Property ("Grant Deed") in
substantially the form of Exhibit B attached hereto (or in such other form as
required by the Title Company [defined below] or Transferee's nominee) which
Grant Deed shall be recorded in the Official Records of Los Angeles County,
California at the Close of Escrow;
(ii) one (1) original duly executed and dated Certificate of Acceptance
from Transferee evidencing their willingness to accept title to the Property (to be
appended to the Grant Deed;
(iii) one (1) original duly executed and dated affidavit from Transferor
which satisfies the requirements of Section 1445 of the Internal Revenue Code,
as amended, substantially in the form attached hereto as Exhibit C attached
hereto. Transferor acknowledges that if Transferor is unable to certify that
Transferor is not a "foreign person", and is not otherwise exempt from such
section's withholding requirements, Transferee or Escrow Holder may be
required to withhold a portion of the Purchase Price at the Close of Escrow
according to applicable law;
(iv) one (1) original duly executed and dated California Form 593-C.
Transferor acknowledges that if Transferor is a non -California resident pursuant
to Revenue and Taxation Code Section 18662 and 18668, as amended, and is
not otherwise exempted from such sections' withholding requirements,
Transferee or Escrow Holder may be required to withhold a portion of the
Transfer Price at the Close of Escrow according to applicable law;
(v) one (1) original counterpart of escrow instructions, jointly prepared
by and satisfactory to Transferor and Transferee, duly executed and dated by
Transferor which shall instruct Escrow Holder in its closing of this transaction
pursuant to the terms herein, the provisions of which shall not conflict the
provisions of this Agreement ("Joint Escrow Instructions"); and
(vi) such other instruments and documents as may be reasonably
required by Escrow Holder to transfer the Property to Transferee.
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(b) Transferee's Documents. At least one (1) business day prior to the Close
of Escrow, Transferee shall deposit with Escrow Holder:
(i) one (1) original duly executed and dated counterpart of the Joint
Escrow Instructions;
(ii) one (1) Preliminary Change of Ownership Report form duly
executed by Transferee;
(iii) One executed lease agreement between Landowner and
Transferee for the cell tower premises, in substantially the form attached to the
this Agreement as Exhibit D;
(iv) One executed and acknowledged memorandum of lease, in
substantially the form set forth as Exhibit C to the foregoing form of lease
agreement;
(v) One executed access easement between Landowner and
Transferee granting secondary access to Landowner's retained property, in
substantially the form attached to the this Agreement as Exhibit E; and
(vi) such other instruments and documents as may be reasonably
required by Escrow Holder to transfer the Property to Transferee.
6. Funds. At least one (1) business day prior to the Close of Escrow, and provided
that Escrow Holder has notified Transferee that Transferor has delivered all of the documents
described in Section 5(a) above and is prepared to proceed to close the transaction in
accordance with the terms of this Agreement, Transferee shall deposit or shall cause to be
deposited with the Escrow Holder the Transfer Price (plus or minus additional sums as may be
credited/debited to Transferee hereunder), which funds shall be transferred to Transferor by
Escrow Holder only after all of Transferor's obligations in this Section 6 have been met and the
Grant Deed has been recorded.
(a) Prorations. All real and personal property taxes based on the most recent
property tax bills available, rents, issues, expenses, and profits from the Property shall
be prorated as of the Close of Escrow. Any tax bills received by Transferee after the
Close of Escrow relating to a period prior to the Close of Escrow shall be prorated
between the Parties as if said tax bills had been available as of the Close of Escrow. The
provisions of this Section 6(a) shall survive the Close of Escrow.
(b) Closing Costs.
(i) Transferor shall pay the following closing costs: (i) one-half (1/2)
the escrow fee; (ii) any applicable documentary tax, sales tax, or real property
transfer tax; and (iii) the premium for the Title Policy allocable to Transferor
pursuant to Section 8 below.
(ii) Transferee shall pay the following closing costs: (i) one-half (1/2)
the escrow fee; (ii) recording fees for the Grant Deed; (iii) the premium for the
Title Policy allocable to Transferee pursuant to Section 8 below; and (iv) not to
exceed Fifty Thousand Dollars ($50,000) to compensate Transferor for appraisal
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costs, due diligence and other professional services associated with the Property
commissioned by Transferor.
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(iii) Other fees and charges will be allocated according to custom of a
the county in which the Property is located. Each party shall pay its own c
attorneys' fees and other expenses incurred by it in connection herewith. a
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7. Title. Transferor shall convey to Transferee by Grant Deed a fee simple interest o
in the Property, free and clear of all monetary liens and encumbrances and rights or claims to
possession by third parties, except those matters approved by Transferee, which will include, a
but are not limited to, those items set forth in Section 3(b). R
8. Title Insurance.
(a) Transferor will provide, at Transferor's expense, a CLTA, standard
coverage, owner's policy of title insurance in the amount of the Transfer Value, insuring
that title to the Property is vested in Transferee upon Close of Escrow subject only to the
exceptions approved by Transferee or deemed to be approved by Transferee if no
objections were made prior to the Review Deadline.
(b) If Transferee elects to obtain an ALTA extended owner's policy then
Transferee shall pay for the incremental cost of upgrading the policy from a CLTA to an
ALTA policy, together with the cost of any survey which may be required in order for Title
Company to issue an ALTA extended policy of title insurance to Transferee, if
Transferee elects to obtain such a policy. The policy obtained pursuant to this Section 8
is referred to in this Agreement as the "Title Policy."
Transferor's Representations
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(a) Transferor makes the following representations:
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(i) Subject to Transferor's acquisition of the Property from F
Landowner, at the Close of Escrow, Transferor will own and will have the power r
to convey the Property to Transferee as required by this Agreement. 3
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(ii) To Transferor's actual knowledge, there is no action, suit, E
litigation, arbitration or other proceeding pending or threatened, which in any w
manner affects the Property.
(iii) Transferor has full power and authority to execute and deliver this
Agreement, and to consummate the transactions provided herein. The persons R
signing this Agreement for Transferor have full power and authority to sign for
Transferor and to bind it to this Agreement.
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(iv) Transferor has no actual knowledge of any violations of any law,
order, ordinance, or regulation affecting the Property.
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(v) Transferor has not received notice and has no knowledge of, any
pending or threatened condemnation of all or part of the Property.
(vi) This Agreement and the other documents to be executed by
Transferor hereunder, upon execution and delivery thereof by Transferor, will
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have been duly entered into by Transferor, and will constitute legal, valid and
binding obligations of Transferor, subject to the conditions precedent set forth in
Section 2. Neither this Agreement nor anything provided to be done under this R
Agreement violates or shall violate any contract, document, understanding, C
agreement or instrument to which Transferor is a party or by which it is bound.
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(vii) Transferor has no actual knowledge of any unrecorded o
agreements affecting the Property. w
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(viii) Transferor represents and warrants that it is not a "foreign person" a
as defined in Section 1445 of the Internal Revenue Code. Transferor's United R
States Taxpayer Identification Number is 23-7222333.
(b) Transferor agrees to disclose to Transferee all material findings in respect
to the condition of the Property that Transferor may discover which findings are not
contained in the Title Report or Transferor Reports delivered to Transferee. "Transferor's
knowledge" or "known to Transferor" or "Transferor may discover" as used in this
Agreement means or pertains to the actual knowledge of Becky Nielsen and Gilman
Miller and shall not include knowledge imputed to Transferor or those individuals herein
named from a third party source or constructive knowledge imparted to Transferor by
any fact, circumstance or document.
10. Transferee's Representations. Transferee represents and warrants the
following:
(a) Transferee has the power and authority to enter into this Agreement and
the persons signing this Agreement for Transferee have full power and authority to sign
a`
for Transferee and to bind it to this Agreement and Transferee has the power and
authority to consummate the transaction contemplated herein, and subject to actual
closing, has complied with all laws and regulations governing Transferee's real property
transactions.
(b) Except for Transferor's actual knowledge, for purposes of California
Health and Safety Code Section 25359.7, the delivery from Transferor to Transferee of
the Transferor's Reports constitute written notice to Transferee under such code section.
(c) Transferee shall exercise good faith efforts in conducting Transferee's
due diligence in connection with the transaction contemplated by this Agreement.
(d) Transferee agrees to inform Transferor of all material findings in respect
to the condition of the Property that Transferee may discover in the conduct of
Transferee's due diligence.
11. Risk of Loss. All risk of loss shall remain with Transferor until Close of Escrow.
In the event the Property or any portion thereof in excess of twenty acres is destroyed or
damaged after the Effective Date of this Agreement and prior to Close of Escrow, Transferee or
Transferor may, at their option, elect to terminate this Agreement. In any case where this
Agreement is not terminated, the Transfer Value shall be reduced to reflect the impact of the
damage or destruction on the Transfer Value.
12. Notices. All notices pertaining to this Agreement shall be in writing delivered to
the parties hereto by facsimile or email transmission, personally by hand, courier service or
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Express Mail, or by first class mail, postage prepaid, at the addresses set forth in Recital A. All
notices shall be deemed given: (a) if sent by mail, five (5) business days following deposit in the
mail, first class postage prepaid, addressed to the party to be notified; (b) if delivered by hand,
courier service or Express Mail, when delivered; or (c) if transmitted by facsimile or email, when
transmitted, provided the sender receives no indication the transmission was unsuccessful. The
parties may, by notice as provided above, designate a different address to which notice shall be
given.
13. Attorneys' Fees. If any legal action is brought by either party to enforce any
provision of this Agreement, the prevailing party shall be entitled to recover from the other party
reasonable attorneys' fees and court costs in such amounts as shall be allowed by the court.
14. Remedies Upon Default. In the event Transferee defaults in the performance of
any of Transferee's obligations under this Agreement, Transferor shall, in addition to any and all
other remedies provided in this Agreement or by law or equity have the right of specific
performance against Transferee. In the event that Transferor defaults in the performance of any
of Transferor's obligations under this Agreement, Transferee shall, in addition to any and all
other remedies provided in this Agreement or by law or equity have the right of specific
performance against Transferor.
15. No Broker's Commission. Each party represents to the other that it has not
used a real estate broker in connection with this Agreement or the transaction contemplated by
this Agreement. In the event any person asserts a claim for a broker's commission or finder's
fee against one of the parties to this Agreement, the party on account of whose conduct the
claim is asserted will hold the other party harmless from said claim.
16. Time of the Essence; Dates. Time is of the essence of this Agreement. In the
event that any date specified in this Agreement falls on Saturday, Sunday or a public holiday,
such date shall be deemed to be the succeeding day on which the public agencies and major
banks are open for business.
17. Binding on Successors. This Agreement shall be binding not only upon the
parties but also upon their heirs, personal representatives, assigns, and other successors in
interest.
18. Additional Documents. Transferor and Transferee agree to execute such
additional documents, including escrow instructions, as may be reasonable and necessary to
carry out the provisions of this Agreement.
19. Assignment. Transferee may not assign its interests under this Agreement
without the written consent of Transferor.
20. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire
agreement between Transferee and Transferor pertaining to the subject matter contained in it
and supersedes all prior and contemporaneous agreements, representations, and
understandings. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by all the parties. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
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21. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and which together shall constitute one and the same agreement.
Executed counterparts delivered by facsimile or scanned and emailed shall be treated the same
as originals.
22. Severability. Each provision of this Agreement is severable from any and all
other provisions of this Agreement. Should any provision(s) of this Agreement be for any reason
unenforceable, the balance shall nonetheless be of full force and effect.
23. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
24. Signage. The parties agree that temporary or permanent signage on the
Property shall provide for the recognition of the role of both Transferee and any funders who
require recognition in signage and The Trust for Public Land, as Transferor, in conserving the
Property. If Transferee provides the sign, such sign shall refer to the role of Transferee and
Transferor and the other funders (including the California Natural Resources Agency and WCB)
in conserving the Property on one sign, and shall be located at a prominent location on the
Property, affording good public visibility. If Transferee declines to install a sign, Transferor shall
have the right to install the sign at Transferor's expense; such sign shall refer to the role of
Transferor and the funders (including the California Natural Resources Agency and WCB) and,
if Transferee so elects, to the role of Transferee in conserving the Property, and shall be located
at a prominent location on the Property affording good public visibility. In all cases, the size,
design and location of signs shall be subject to the approval of both parties, which approval
shall not be unreasonably withheld. Transferee shall be responsible for any maintenance or
repair of the sign. This section shall survive closing and delivery of the deed. The right to install
the sign described above shall not be deemed to be an interest in real property held by
Transferor, but rather a contractual obligation between Transferee and Transferor which shall
not run with the land.
Remainder of Page Intentionally Left Blank,- Signatures Appear on Following Page
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IN WITNESS of the foregoing provisions the parties have signed this Purchase and Sale
Agreement below:
TRANSFEROR:
THE TRUST FOR PUBLIC LAND, a
California nonprofit public benefit corporation
a
Eileen Chauvet, Counsel
Date:
TRANSFEREE:
CITY OF SANTA CLARITA, a California
general law city
0
Kenneth W. Striplin, City Manager
Date:
ATTEST:
By:
Armine Chaparyan, Interim City Clerk
Date:
Approved as to form:
am
Date:
Joseph M. Montes, City Attorney
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