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2016-07-12 - AGENDA REPORTS - OLD TOWN NEWHALL PROJ F2010 (2)
Agenda Item: 14 CITY OF SANTA CLARITA Q) AGENDA REPORT UNFINISHED BUSINESS i, CITY MANAGER APPROVAL: 1 j=� DATE: July 12, 2016 SUBJECT: OLD TOWN NEWHALL PARKING STRUCTURE, PROJECT F2010 - AWARD DESIGN -BUILD CONTRACT DEPARTMENT: Public Works PRESENTER: Damon Letz RECOMMENDED ACTION City Council: 1. Award the design -build contract to Swinerton Builders, for the Old Town Newhall Parking Structure, Project F2010, in the amount of $12,537,324 for the base contract and authorize a contingency in the amount of $1,253,732. 2. Contingent on City Council direction, award the Alternate for an event space on the top deck of the parking structure, including the authorization of the appropriation of $358,000, plus a contingency in the amount of $35,800, from Facilities Fund (723) fund balance to expenditure account F2010723-5161.001. Authorize staff to enter into a contractual agreement to include the Alternate for an event space on the top deck of the parking structure, plus contingency, for a total maximum contract amount of $14,184,856. 3. Authorize an increase in expenditure authority in the amount of $200,000 to the existing contract with MNS Engineers, Inc., for design, environmental, and project support services. 4. Approve the Purchase and Sale Agreement Regarding Exchange of Easements between the City of Santa Clarita and Old Town -Main, LLC and direct the City Manager or his designee to enter into and take all actions to implement the agreement, subject to final language approval by the City Manager and the City Attorney. 5. Adopt a resolution for the summary vacation of the easement for drainage purposes, as described in Exhibit "A," legal description, and as shown on Exhibit `B," plat. Page 1 Packet Pg. 141 6. Direct the City Clerk to record the certified original resolution with the County of Los Angeles Recorder's Office, summarily vacating the drainage easement. 7. Authorize the City Manager or designee to execute all documents, subject to City Attorney approval. BACKGROUND The Old Town Newhall Specific Plan (Specific Plan) was adopted by the City Council in 2005 and outlined the vision for the future of Old Town Newhall and created a plan to revitalize the area by encouraging development and redevelopment. Since the adoption of the Specific Plan, the City of Santa Clarita (City) and the Redevelopment Agency of the City of Santa Clarita (Redevelopment Agency) have implemented various components specific to Old Town Newhall's infrastructure, including circulation improvements to create a pedestrian -friendly Main Street area and extend Railroad Avenue and Newhall Avenue, the five -block Main Street streetscape enhancement, the Old Town Newhall Public Library, and the roundabout. The next planned infrastructure investment is a parking structure near the northerly end of Main Street. The Specific Plan calls for two public parking structures to be built, one at the north end and one at the south end of Main Street, to serve the entire district. The Specific Plan also envisioned a six -screen theater at the north end of Main Street serving as an "anchor" when combined with retail space, residential units, and a public parking structure and would generate consumer activity and further the Arts and Entertainment District vision for the area Pursuant to the direction of City Council at the February 9, 2016, City Council meeting, staff has moved forward with the development of the public parking structure using a design -build delivery method, which is a common practice for the development of a parking structure. The design -build project delivery method combines architectural and engineering design services with construction performance under one contract. The first phase included the hiring of a bridging architect/consultant (bridging consultant) to develop the bridging documents (consisting of concept drawings and performance criteria) to a specific point (usually schematic level). The second phase includes engaging a design -build contractor, who then finishes the design and constructs the project. Advantages to this approach include the following: • Collaboration between the architect and general contractor throughout design and construction that increases cost efficiencies and reduces likelihood of change orders during the project; • Reduction of escalation by locking in total contract price 6-12 months earlier than the traditional design -bid -build process; • Single point of accountability for design and construction; and • Opportunity for early and continuing collaboration with the developer of the neighboring projects by both the bridging consultant and the design -build team. Page 2 Packet Pg. 142 Phase I - Preparation of Bridging Documents On March 22, 2016, City Council awarded a contract to Walker Parking Consultants, Inc. (Walker), to prepare bridging documents containing conceptual floor plans, elevations, the preferred architectural fagade (Exhibit C), parking layouts, mechanical equipment plans, and detailed specifications. The bridging documents address the site constraints for small lot construction, the interaction of this building with the adjacent development, scheduling of the project relative to the adjacent projects, street repairs and improvements, and utility connections. While working with the bridging architect to refine the original conceptual plans for the parking structure that were prepared during the negotiations on the overall development of the Redevelopment Block, several changes were made to ensure the parking structure complied with development standards and building code and will better serve the users of the parking garage and the visitors to the Redevelopment Block developments. One change was moving the elevator and stair core from the northeast corner to the northwest corner, which achieves a friendlier pedestrian transition from the structure to the public plaza. As the designs have progressed on both the Mixed Use and Lacmmle Theatre projects, it became apparent the northeast corner will be a utility corridor and delivery space and would not present the ideal experience for patrons visiting the businesses in the area. Therefore, staff moved the elevator and stair core to the northwest corner as a means to enhance the experience for visitors and the Old Town Newhall area overall. Additionally, a safety requirement for a line of sight for both motorists and pedestrians along Railroad Avenue necessitated a revision to the corner of the building at Railroad Avenue and 9th Street. Because of these changes, the structure will provide 376 parking stalls. The structure, as currently designed by the bridging architect, is 55 feet tall to the top of the guardrail on the top deck. It includes one level subterranean and six levels above ground. The stair tower and elevator shaft are 63 feet 8 inches and 70 feet 6 inches tall respectively. These elements represent a small area of the overall footprint of the building and are located in the northwest corner of the parking structure. They will be designed with architectural features to enhance the look of the structure. These heights are comparable to the height of the Old Town Newhall Library directly across the street pursuant to the table below. Staff also explored several options during this initial design phase of the structure, including the ability to use solar technology and providing a public event space on the top level. In regard to solar, the number of panels that could be achieved was limited, and due to the low power needs the structure generated, the payback term was lengthy. Additionally, due to the height of the building, there is a safety concern that a person could stand on the guardrail of the structure and be able to walk on top of the panels. Therefore, due to the expense and the safety concerns, staff recommends eliminating the solar panels from the project. Page 3 Packet Pg. 143 Existing Old Town Newhall Library Proposed Parking Structure Building Height 55' 55' (Parapet) Architectural Element (1) 67' 2" (Main Tower) 70' 6" (Elevator Shaft) Architectural Element (2) 65' (Chimney) 63' 8" (Stairwell Roof) Staff also explored several options during this initial design phase of the structure, including the ability to use solar technology and providing a public event space on the top level. In regard to solar, the number of panels that could be achieved was limited, and due to the low power needs the structure generated, the payback term was lengthy. Additionally, due to the height of the building, there is a safety concern that a person could stand on the guardrail of the structure and be able to walk on top of the panels. Therefore, due to the expense and the safety concerns, staff recommends eliminating the solar panels from the project. Page 3 Packet Pg. 143 A public event space will trigger several revisions to the parking structure, such as an additional stair and an increase in the loading for the design of the floor. These were costs not anticipated in the original budget for the construction of the parking structure. Therefore, as part of the Request for Proposals (RFP) process, staff requested bidders include an option for an event space on the top deck of the structure. The costs to implement that option are included as an alternate. The architectural appearance of the parking structure will be consistent with the look that was presented to City Council at the February 9, 2016, City Council meeting (Exhibit C). Phase II - Design -Build Process Request for Proposals In accordance with California Public Contract Code Section 21161, the City determined that proposers for the parking structure project must be pre -qualified prior to submitting a proposal. Therefore, the first step in obtaining a design -build firm was to issue a Request for Statement of Qualification (RFSOQ). The RFSOQ was advertised on the City's website and published three times: April 5, 8, and 12, 2016. The RFSOQ was downloaded by 77 firms. The City received five responses and reviewed them per the scoring guideline outlined in the RFSOQ. Based on the scoring guideline, two firms were disqualified and three companies met the minimum requirements to be pre -qualified to provide proposals for the design -build project. On May 25, 2016, the RFP for the design -build of the parking structure was released to the three pre -qualified companies. On June 28, 2016, the three pre -qualified firms submitted proposals to the City and followed up with their best and final offer on July 5. Staff reviewed the proposals and based on their evaluations, scored the firms on a 100 -point scale. The scoring system emphasized the following: the base project cost, the proposed schedule, the design and construction experience and expertise, design approach, design innovation and life cycle costs, and quality of the proposal. Based on these criteria, staff invited the three firms to present their proposals in an individual interview format. Rank Companv Score Location Cost 1 Swinerton Builders 69 Irvine, CA $12,537,324 2 Largo 66 Tustin, CA $12,533,862 3 Pacific Empire Builders 59 Glendale, CA $13,411,867 Staff recommends awarding the design -build contract for the Old Town Newhall Parking Structure to Swinerton Builders based on their experience with projects of similar size and scope, the completeness of their proposal, and their interview. Swinerton possesses the appropriate contractor's licenses for this type of work As part of the RFP process, staff requested bidders include an option for an event space on the top deck of the structure and separate the costs to implement the event space as an Alternate. The increase in cost for the event space is $358,000 with the contingency of $35,800. If the public event space is added to this project it will exceed the project budget of $15.2 million, presented to City Council, by $393,800. Staff is seeking direction from the City Council whether to include the public event space in the project. Page 4 Packet Pg. 144 A budget of $1,208,944 is identified for design, staff oversight related to construction and project management, public works inspection, building inspection, encroachment permits, Southern California Edison fees, environmental permitting, entitlements, building and engineering plan check, clerical support, and material and soils testing. Staff may return to City Council for approval of the soils and material testing contracts upon determination of the scope of work for these services during the design phase, if necessary. California Environmental Qualitv Act (CEQA) General impacts associated with the development concepts proposed for the Redevelopment Block were analyzed in 2005 as part of the Downtown Newhall Specific Plan Environmental Impact Report (EIR), which was certified by the City Council on November 8, 2005. Since the preparation and certification of the EIR, there have been no substantial changes in the development concepts proposed for the north parking structure and associated development (Redevelopment Block). There are no new circumstances under which the development of the Redevelopment Block will be undertaken and no new information of substantial importance exists, which would require preparation of a subsequent EIR under Public Resources Code Section 21166 and corresponding CEQA Guidelines Section 15162. The original EIR assumed a 400 -space parking structure would be constructed at the north end of Main Street, accounted for approximately one million square feet of new commercial space in the Old Town Newhall area, and over 1,000 new residential units. Since the proposed development is consistent with the certified EIR, no further CEQA clearances are required. Citv of Santa Clarita Purchasing Policv Pursuant to Appendix H, Section 3.6 of the City's purchasing policy, "All newly constructed City -sponsored buildings shall incorporate sufficient green building methods and techniques to qualify for the equivalent of a Leadership in Energy and Environmental Design (LEED) Rating System Silver certification." The U.S. Green Building Council does not permit parking structures to pursue LEED certification. However, designing the parking structure to meet the current California Energy Code and the California Green Building Code will provide an equivalent level of energy efficiency. Downtown Newhall Specific Plan Ad Hoc Committee The Downtown Newhall Specific Plan Ad Hoc Committee, consisting of Mayor Kellar and Councilmember McLean (alternate), met on Tuesday, June 21, 2016, and was provided an update on the overall development of the Redevelopment Block, including the parking structure proj ect. Easement Exchange Afreement As part of the overall development of the Redevelopment Block, it was determined there would be greater efficiencies on the site if the residents of the Mixed Use Project could access their subterranean parking garage through the City's parking structure. The City and Old Town -Main, LCC (OTM), have been working closely together to coordinate the design of the City's parking structure with the design of the Mixed Use Project to ensure feasibility. To accomplish this, the City will need to grant an access easement to OTM. This easement will allow OTM to access their residential parking by placing a gate at the property line between the Page 5 Packet Pg. 145 City's parking structure and the OTM parking area on the subterranean level. Residents of the residential component of the Mixed Use Project will then access their parking area by entering the City's parking structure, following the demarcations to go to the subterranean level, and then accessing their assigned parking area through a gated, controlled entry point. In addition to access, there were a number of additional easements that were determined to be granted, benefiting both the City and OTM, including: • Fayade Easement: This easement allows the City to place, repair, and maintain non- structural architectural elements on the northern property line of the parking structure, facing the plaza, to maximize the size of the parking structure. • No Build Easement: This easement would prohibit the owner of the Mixed Use Project from constructing structures ten feet from the northern parking structure property line for the parking structure to avoid fire -rated construction in this area. • Reciprocal Maintenance Easement: This easement is for the benefit of both the City's parking structure and the Mixed Use Project. It allows for any maintenance, service and repair, or replacement of any portion of the mixed use property and the parking structure property that share common property lines. • Transformer Easement: This easement allows Southern California Edison to place the electrical transformer that will serve the parking structure on the mixed use property, co - located with the transformer that will serve the residential portion of the Mixed Use Project rather than inside the parking structure. An appraiser was engaged to determine the fair market value of this easement exchange. The fair market value of the exchange of easements was determined to be $43,400, which will be remitted by OTM into escrow, subject to the terms of the Purchase and Sale Agreement, and released to the City at close of escrow. Summary Vacation of a Drainage Easement The Purchase and Sale Agreement between the Successor Agency to the Former Redevelopment Agency of the City of Santa Clarita and Old Town -Main, LLC, indicates that, during the review of title, the developer may request the Successor Agency initiate the removal of exceptions to the title report. Old Town -Main, LLC, requested the Successor Agency vacate a drainage easement on the property that will be sold to Old Town -Main, LLC. The drainage easement was obtained by the County of Los Angeles by final order of condemnation for drainage purposes, and was recorded on December 17, 1971, as Instrument No. 4111, of official records in the Office of the Recorder. Per Section 8333 of the California Streets and Highways Code, the legislative body of a local agency may summarily vacate a public service easement in any of the following cases: 1. The easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation. Page 6 Packet Pg. 146 2. The date of dedication or acquisition is less than five years, and more than one year, immediately preceding the proposed vacation, and the easement was not used continuously since that date. 3. The easement has been superseded by relocation, or determined to be excess by the easement holder, and there are no other public facilities within the easement. This drainage easement has been determined to be excess and there are no other public facilities within the easement. As such, the Successor Agency is requesting the City summarily vacate the drainage easement so the exception may be removed from the title report. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT Funds in the amount of $15,200,000 are currently appropriated in expenditure account F2010723-516 1.001, and are anticipated to provide for all costs associated with the base contract award. Contingent on City Council direction to include the Alternate, the requested additional appropriation of $393,800 from Facilities Fund (723) fund balance to F2010723-5161.001 will create a budget of $15,593,800. Should the City Council direct to include the Alternate, the requested additional appropriation will adequately provide for all anticipated project costs, including construction and project management, public works inspection, building inspection, encroachment permits, Southern California Edison fees, environmental permitting, entitlements, building and engineering plan check, clerical support, and material and soils testing. ATTACHMENTS Location Map Easement Exchange Purchase and Sale Agreement Resolution for Drainage Easement Vacation Exhibit A (Legal Description) and Exhibit B (Plat) Exhibit C - Architectural Fagade Page 7 Packet Pg. 147 LOCATION MAP SITE PLAN Y• � LYONS AVE 14.a Packet Pg. 148 PURCHASE AND SALE AGREEMENT REGARDING EXCHANGE OF EASEMENTS by and between the CITY OF SANTA CLARITA, a California municipal corporation and OLD TOWN -MAIN, LLC, a California limited liability company regarding the Old Town Newhall Parking Project And Old Town Newhall Mixed Use Project Dated: , 2016 OAK #4811-4254-6220 v4 14.b Packet Pg. 149 TABLE OF CONTENTS Page 1. DEFINITIONS; REPRESENTATIONS AND WARRANTIES; CHANGE IN OWNERSHIP, MANAGEMENT AND CONTROL...............4 1.1 Definitions.................................................................................................4 1.2 Representations and Warranties............................................................ 10 1.3 Change in Ownership, Management and Control of Developer .............. 12 2. PURCHASE AND SALE........................................................................13 2.1 Purchase and Sale................................................................................. 13 2.2 Purchase Price; Developer Deposit........................................................ 13 2.3 Joint Condition Precedent....................................................................... 14 2.4 City Conditions Precedent...................................................................... 14 2.5 Developer Conditions Precedent............................................................ 15 2.6 Escrow....................................................................................................16 2.7 Closing....................................................................................................17 2.8 Delivery of Documents and Closing Funds ............................................. 18 2.9 Review of Title........................................................................................ 19 2.10 Title Insurance........................................................................................ 20 2.11 Property Taxes and Assessments.......................................................... 21 2.12 Documents..............................................................................................21 2.13 AS -IS CONVEYANCE............................................................................ 22 2.14 Independent Investigation....................................................................... 22 2.15 Disclaimers............................................................................................. 23 2.16 Waivers and Releases............................................................................ 24 3. COORDINATION OF DEVELOPMENT OF THE OLD TOWN NEWHALL MIXED USE PROJECT WITH THE PARKING PROJECT............................................................................................... 25 3.1 Old Town Newhall Public Parking Garage .............................................. 25 4. COVENANTS, RESTRICTIONS AND AGREEMENTS ..........................26 4.1 Uses........................................................................................................26 OAK #4811-4254-6220 v4 14.b Packet Pg. 150 TABLE OF CONTENTS (continued) Page 4.2 Taxes and Assessments......................................................................... 26 4.3 Compliance With Applicable Laws.......................................................... 26 4.4 Effect and Duration of Covenants........................................................... 26 5. DEFAULTS AND REMEDIES................................................................27 5.1 Default Remedies - General................................................................... 27 5.2 Default Resolution and Legal Actions ..................................................... 27 5.3 Termination.............................................................................................29 5.4 Rights and Remedies Are Cumulative.................................................... 30 5.5 Inaction Not a Waiver of Default............................................................. 30 6. GENERAL PROVISIONS.......................................................................30 6.1 Notices, Demands and Communications Between the Parties ............... 30 6.2 Enforced Delay; Extension of Times of Performance ............................. 31 6.3 Successors and Assigns......................................................................... 32 6.4 Relationship Between City and Developer .............................................. 32 6.5 City Approvals and Actions..................................................................... 33 6.6 Counterparts...........................................................................................33 6.7 Integration............................................................................................... 33 6.8 Brokerage Commissions......................................................................... 33 6.9 Titles and Captions................................................................................. 33 6.10 Interpretation........................................................................................... 33 6.11 Modifications...........................................................................................33 6.12 Severability.............................................................................................34 6.13 Computation of Time............................................................................... 34 6.14 Legal Advice........................................................................................... 34 6.15 Time of Essence..................................................................................... 34 6.16 Cooperation............................................................................................ 34 6.17 Conflicts of Interest................................................................................. 34 6.18 Time for Acceptance of Agreement by City ............................................. 34 OAK #4811-4254-6220 v4 14.b r N 7 Packet Pg. 151 TABLE OF CONTENTS (continued) Page 6.19 Developer's Indemnity............................................................................35 6.20 City's Indemnity...................................................................................... 36 6.21 Cooperation in the Event of Legal Challenge to Project Approvals......... 37 6.22 Non -liability of Officials and Employees of City ....................................... 37 6.23 Legal Fees.............................................................................................. 37 6.24 Applicable Law; Venue........................................................................... 37 6.25 Survival...................................................................................................38 OAK #4811-4254-6220 v4 -iii- 14.b Packet Pg. 152 LIST OF EXHIBITS Exhibit A Legal Description — Old Town Newhall Property Exhibit B Conceptual Old Town Newhall Mixed Use Project Plans Exhibit C Form of Easement Deed Exhibit D Parking Property OAK #4811-4254-6220 v4 LIST OF EXHIBITS 14.b Packet Pg. 153 14.b PURCHASE AND SALE AGREEMENT REGARDING EXCHANGE OF EASEMENTS Old Town Newhall Parking Project And Old Town Newhall Mixed Use Project THIS PURCHASE AND SALE AGREEMENT REGARDING EXCHANGE OF EASEMENTS ("Agreement") dated as of this day of , 2016 ("Date of Agreement"), is entered into by and between the CITY OF SANTA CLARITA, a California municipal corporation ("City"), and OLD TOWN -MAIN, LLC, a California limited liability company ("Developer"). City and Developer are sometimes referred to herein individually as "Party" or collectively as the "Parties". RECITALS The following Recitals are a substantive part of this Agreement; capitalized terms used herein and not otherwise defined are defined in Section 1.1 of this Agreement: A. Fee title to certain real property bounded by Lyons Avenue, Railroad ~ 0 Avenue, 91h Street and Main Street located in Santa Clarita, California, approximating 1.6 0 acres, designated as Assessor Parcel Numbers 2831-007-900, -901, -902, -903, -904, r- -905, -905, -906, -907, and -908 and more particularly described in the legal description N attached hereto as Exhibit A ("Old Town Newhall Property'), is vested in the Successor Agency to the Former Redevelopment Agency of the City of Santa Clarita, a public entity ("Successor Agency") and the City. E B. In accordance with the Long Range Property Management Plan ("LRPMP") prepared by the Successor Agency dated December 17, 2013, and approved by the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Santa Clarita ("Oversight Board"), on December 17, 2013, pursuant to Resolution No. 13-06, and the State of California, Department of Finance ("Department"), by letter dated June 27, 2014, on November 13, 2014, the Successor Agency solicited qualifications for the sale and development of a portion of the Old Town Newhall Property ("Request for Qualifications"). C. On July 14, 2015, Successor Agency and SERRANO DEVELOPMENT GROUP, INC., a California corporation ("Serrano") and PACIFIC COAST HOUSING DEVELOPMENT, LLC, a California limited liability company ("Pacific"), entered into that certain Exclusive Negotiation Agreement ("ENA") regarding the potential sale of fee title to a portion of the Old Town Newhall Property by Successor Agency to Serrano and Pacific and their development of a mixed use project of approximately 19,300 square feet of ground floor retail and restaurant use with three to four stories of 46 ownership or rental residential units above, and subterranean parking, all to be further refined during the term of the ENA. OAK #4811-4254-6220 v4 Packet Pg. 154 14.b D. The ENA provided that Serrano and Pacific have the ability to assign their interest under the ENA to one or more single purpose entities controlled by Serrano and Pacific that is formed to own, develop and operate the Project on the Mixed Use Property. In accordance with the ENA, Serrano and Pacific have formed and assigned its rights under the ENA to Developer, and Successor Agency approved of Developer and assignment of the interest under the ENA to Developer. E. Developer prepared, at its sole cost and expense, a proposed mixed use development concept encompassing three to four stories of residential units above approximately 20,000 square feet of ground floor retail and restaurant use, with approximately 85 subterranean residential parking spaces beneath the ground floor retail/restaurant space ("Old Town Newhall Mixed Use Project") for a portion of the Old Town Newhall Property ("Mixed Use Property") in response to and as a part of the Successor Agency's Request for Qualifications process. Since the execution of the ENA, the Project on the Mixed Use Property has been further refined by Developer, at its sole cost and expense, into a conceptual design that is attached to this Agreement as Exhibit B ("Conceptual Project Plans"). F. Successor Agency and Developer negotiated in good faith in accordance z with the ENA and have entered into that certain Purchase and Sale Agreement dated March 1, 2016 ("PSA") to provide for Successor Agency's disposition of the Mixed Use o Property to Developer at fair market value, and Developer's development of the Mixed o Use Property with the Old Town Newhall Mixed Use Project as provided therein, subject o to, among other matters, Developer's right to negotiate with City to secure an agreement regarding the preparation and approval of a plat map and legal description for a Lo non-exclusive easement appurtenant to the Mixed Use Property for purposes of ingress r and egress between the subterranean garage on the Mixed Use Property over and w across the Parking Project (as defined in Section 3.1) to be developed by City on the Parking Property (as defined in Section 3.1) adjacent to the Mixed Use Property, to an entry and exit point on 9th Street from the Parking Project ("Access Easement"). a G. Since the execution of the PSA, City has acquired fee title to the Parking Property by Grant Deed from the Successor Agency dated June 21, 2016, recorded June 23, 2016, at Instrument No. 20160726761, in Official Records of the Los Angeles County Recorder's Office; adopted guidelines regarding procurement of a design -build entity or design -build team for a design -build project pursuant to California Public Contract Code §22160 et.seq., in relation to the Parking Project; issued a Request for Proposals for the services of, and entered into a contract with, a bridging architect to prepare plans related to the design of the Parking Project; issued a Request for Statement of Qualifications for the services of a design -build entity or design -build team to undertake the design and construction of the Parking Project; and anticipates the award of a contract to a design -build entity or design -build team to undertake the design and construction of the Parking Project ("Parking Project Contractor") concurrently with the approval of this Agreement. H. Further, through the process noted above of refining the Parking Project, City has identified the need for non-exclusive fagade, no -build and transformer OAK #4811-4254-6220 v4 2 Packet Pg. 155 14.b easements appurtenant to the Parking Property for the Parking Project over and across the Mixed Use Property ("City Easements"), in addition to the Access Easement. Additionally, the Parties have identified the need for non-exclusive reciprocal easements for maintenance, repair and servicing of utilities appurtenant to the Parking Property for the Parking Project over and across the Mixed Use Property and appurtenant to the Mixed Use Property for the Old Town Newhall Mixed Use Project over and across the Parking Property ("Reciprocal Easements"). I. The Old Town Newhall Property is located within the Urban Center zone ("UC") of the Old Town Newhall Specific Plan ("Specific Plan"), and is designated UC in the City's General Plan land use element and Zoning Ordinance set forth in Title 17 of the Municipal Code. The development assumptions for the Old Town Newhall Property as set forth in the Specific Plan provides for a public parking garage producing approximately 400 parking spaces, along with `liner' retail up to 34,000 square feet and housing or office above. The Old Town Newhall Mixed Use Project on the Mixed Use Property and the Parking Project on the Parking Property, as facilitated by the Easement Exchange, are consistent with the Specific Plan, and the environmental impacts of approving the Specific Plan and the implementation thereof was analyzed under the California Environmental Quality Act ("CEQA") (set forth in Public Resources Code, section 21000 et seq.), pursuant to the Draft Master Environmental Impact Report for the Old Town Newhall Specific Plan, as modified by the Final Master Environmental Impact Report for the Old Town Newhall Specific Plan (SCH 42005021012), (together, "FEIR") certified by the City Council on November 8, 2005 by Resolution No. 05-133. r J. The Old Town Newhall Mixed Use Project contemplated by the PSA and Lo this Agreement will require (i) application by Developer to City for a Design Review Permit r ("Development Permit") in accordance with the Specific Plan, and (ii) application by w Developer to City for subdivision of residential and commercial condominium units w ("Subdivision"). Collectively, the FEIR, Specific Plan, CEQA analysis of the Old Town Newhall Mixed Use Project, Subdivision and Development Permit are the "Project a w Approvals." Notwithstanding the approval and execution of this Agreement by the City, N the Developer hereby acknowledges that it understands that the City is not committing or V agreeing to undertake any acts or activities requiring the subsequent independent a exercise of discretion by the City, specifically including (i) the adoption of a categorical or R statutory exemption, or certification of an environmental assessment as required by CEQA, (ii) the adoption of a statement of overriding considerations in accordance with a Public Resources Code Section 21081(b) if significant effects on the environment cannot be mitigated, or (iii) approval of the Project Approvals or other discretionary land use entitlements needed for the Old Town Newhall Mixed Use Project. Furthermore, x Developer hereby acknowledges and agrees that the City retains its discretion to deny, w disapprove or condition any and all such environmental assessments, land use applications, Project Approvals and any other discretionary approvals necessary for the w implementation of the Old Town Newhall Mixed Use Project contemplated by the PSA and this Agreement. W OAK #4811-4254-6220 v4 3 Packet Pg. 156 14.b K. Developer has not sought, has not received, and will not accept any public funds, stipends, subsidies or the transfer of non -monetary public resources for the Old Town Newhall Mixed Use Project. L. Developer acknowledges that notwithstanding the approval of this Agreement by City, the ability of City to perform its obligations set forth in this Agreement remains subject to the development and construction of the Parking Project by City on the Parking Property. Developer further acknowledges that by entering into this Agreement, City makes no representation or warranty that City will develop and construct the Parking Project on the Parking Property. M. City asserts that this Agreement will further the Specific Plan's vision to transform Old Town Newhall into a pedestrian -oriented district with a mix of office, retail, restaurant, entertainment and service commercial businesses and housing, and thus this Agreement is in the vital and best interests of the public health, safety and welfare of the City's residents, and is in accord with the provisions of applicable federal, state and local law. AGREEMENT NOW, THEREFORE, City and Developer hereby agree as follows: r M Lo 1.1 Definitions. "Access Easement" is defined in Recital F. "Affiliate of Developer" means an entity or entities in which Developer or Developer's Principal retains more than fifty percent (50%) in the aggregate, directly or indirectly, of the ownership or beneficial interest therein and in which Developer or Developer Principal is retains control of such entity or entities. For the purposes of this definition, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity or a person, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlling" and "controlled" have the meanings correlative to the foregoing. "Agreed Extension of Performance" is defined in Section 6.2. "Agreement" means this Purchase and Sale Agreement Regarding Exchange of Easements between City and Developer. "Applicable Laws" means, collectively: (i) all State and Federal laws and regulations applicable to the Easements, the Old Town Newhall Mixed Use Project and Parking Project as enacted, adopted and amended from time to time, including Environmental Laws; (ii) all City policies, standards and specifications set forth in this Agreement and the Project Approvals, including the specific conditions of approval OAK #4811-4254-6220 v4 4 Packet Pg. 157 14.b adopted with respect to the Project Approvals; (iii) with respect to matters not addressed by this Agreement or the Project Approvals but governing permitted uses of the Easements, building locations, sizes, densities, intensities, design and heights, site design, setbacks, lot coverage and open space, and parking, those City ordinances, rules, regulations, official policies, standards and specifications in force and effect on the Date of Agreement; and (iv) with respect to all other matters, including building, plumbing, mechanical and electrical codes, those City ordinances, rules, regulations, official policies, standards and specifications in force and effect as may be enacted, adopted and amended from time to time, including ordinances, resolutions, orders, rules, official policies, standards, specifications, guidelines or other regulations, which are promulgated or adopted by the City (including but not limited to any City agency, body, department, officer or employee) or its electorate (through the power of initiative or otherwise) after the Date of Agreement, except those in conflict with this Agreement. "As -Is Condition" is defined in Section 2.13. "CEQA" or California Environmental Quality Act is defined in Recital I. "City" means the City of Santa Clarita, a California municipal corporation. "City Conditions Precedent" is defined in Section 2.4. "City Council" means the City Council of the City of Santa Clarita. o "City Easements" is defined in Recital H. N "City Indemnitees" is defined in Section 6.19. "City Liabilities" is defined in Section 6.20. "City Parties" or "City Party" are defined in Section 2.13. "City's Actual Knowledge" or words to such effect shall mean the present, actual knowledge of Thomas Cole, the Director of Community Development, Jason Crawford, Manager of Economic Development and Marketing, and Denise Covert, Economic Development Associate, excluding constructive knowledge or duty of inquiry, existing as of the Date of Agreement. "Claims" means liabilities, obligations, orders, claims, damages, governmental fines or penalties, and expenses of defense with respect thereto, including reasonable attorneys' fees and costs. "Close of Escrow" is defined in Section 2.7. "Closing" is defined in Section 2.7. "Closing Default" is defined in Section 5.2.3. OAK #4811-4254-6220 v4 Packet Pg. 158 "Conceptual Project Plans" is defined in Recital E and depicted in Exhibit B. "Condition of Title — Mixed Use Property' is defined in Section 2.9.2. "Condition of Title — Parking Property" is defined in Section 2.9.1. "Control" is defined in Section 1.3.2. "Date of Agreement" means the date first set forth above. "Day -to -Day Management" means active, day -to day -management responsibilities for the activities of Developer. "Default" is defined in Section 5.1. "Department" is defined in Recital B. "Developer" means Old Town -Main, LLC, a California limited liability company "Developer Deposit" means the $5,000.00 good faith deposit to be provided by Developer pursuant to Section 2.2, to be credited against the Purchase Price at the Closing. "Developer Conditions Precedent" is defined in Section 2.5. "Developer Indemnitees" is defined in Section 6.20. "Developer Liabilities" is defined in Section 6.19. "Developer's Actual Knowledge" or words to such effect shall mean the present, actual knowledge of Jason Tolleson, excluding constructive knowledge or duty of inquiry, existing as of the Date of Agreement. "Developer's Principal" or "Principal" is Jeffrey W. Paul. "Development Permit" is defined in Recital J. "Documents" is defined in Section 2.12. "Easement Deed" means the Deed of Easement Exchange and Maintenance Agreement for the conveyance of the Easement Exchange by and between City and Developer to be executed and recorded at Closing substantially in the form attached hereto as Exhibit C and incorporated herein by this reference. "Easement Exchange" is defined in Section 2.1. "Easements" means the City Easements, Access Easement and Reciprocal Easement. OAK #4811-4254-6220 v4 6 14.b r M N 7 Packet Pg. 159 14.b "ENA" is defined in Recital C. "Environmental Laws" means, collectively: (i) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq., (ii) w the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, etseq., (iii) o the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq., a (iv) the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq., (v) w the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq., (vi) the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq., (vii) the Clean Water Act, as amended, 33 U.S. Code § 1251, et seq., (viii) the Oil Pollution Act, as amended, 33 U.S.C. § 2701, et seq., (ix) California Health & Safety Code § 25100, et seq. (Hazardous N Waste Control), (x) the Hazardous Substance Account Act, as amended, Health & Safety Code § 25300, et seq., (xi) the Unified Hazardous Waste and Hazardous Materials Z Management Regulatory Program, as amended, Health & Safety Code § 25404, et seq., a (xii) Health & Safety Code § 25531, et seq. (Hazardous Materials Management), (xiii) the a California Safe Drinking Water and Toxic Enforcement Act, as amended, Health & Safety a Code § 25249.5, et seq., (xiv) Health & Safety Code § 25280, et seq. (Underground Storage of Hazardous Substances), (xv) the California Hazardous Waste Management w Act, as amended, Health & Safety Code § 25170. 1, et seq., (xvi) Health & Safety Code § Z 25501, et seq., (Hazardous Materials Response Plans and Inventory), (xvii) Health & Safety Code § 18901, et seq. (California Building Standards), (xviii) the Porter -Cologne Water Quality Control Act, as amended, California Water Code § 13000, et seq., (xix) o California Fish and Game Code §§ 5650-5656, (xx) the Polanco Redevelopment Act, as o amended, Health & Safety Code § 33459, et seq., (xxi) Health & Safety Code § 25403, et M seq. (Hazardous Materials Release Cleanup), and (xxii) any other federal, state or local U) laws, ordinances, rules, regulations, court orders or common law related in any way to the protection of the environment, health or safety. "Escrow" is defined in Section 2.6. "Escrow Agent" means First American Title Insurance Company. "Exceptions- Mixed Use Property" is defined in Section 2.9.2. "Exceptions- Parking Property" is defined in Section 2.9.1. "Final Completion" or "Finally Complete" shall be deemed to have occurred when a temporary certificate of occupancy has been issued for the Old Town Newhall Mixed Use Project by City. "Final Master Environmental Impact Report for the Old Town Newhall Specific Plan" or "FEIR" is defined in Recital I. "FIRPTA" is defined in Section 1.2.1(e). "Force Majeure Delay" is defined in Section 6.2. "Hazardous Materials" means any substance, material, or waste which is or OAK #4811-4254-6220 v4 Packet Pg. 160 14.b becomes regulated by any local governmental authority, the State of California, or the United States Government under any Environmental Laws, including any material or substance which is defined as "hazardous," "extremely hazardous," "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous substance" or "hazardous material" under any Environmental Laws, including petroleum, or any fraction thereof, friable asbestos, and polychlorinated biphenyls. "Initial Litigation Challenge" is defined in Section 6.21. "Joint Condition Precedent" is defined in Section 2.3. "Long Range Property Management Plan" or "LRPMP" is defined in Recital B. "Mixed Use Property" is defined in Recital E, depicted in Exhibit D as "Parcel 1", and legally described as Lot 1 in that certain Certificate of Compliance For Lot Line Adjustment No. LLA16-00003, dated June 21, 2016, and recorded June 23, 2016, as Instrument No. 20160726524 in Official Records of Los Angeles County Recorder's Office. "Municipal Code" means the Santa Clarita Municipal Code. "Notice" means a written notice in the form prescribed by Section 6.1. "Old Town Newhall Mixed Use Project" is defined in Recital E. r M "Old Town Newhall Property" is defined in Recital A and legally described in Exhibit A. V "Organizational Documents" is defined in Section 1.2.2. "Outside Date" is March 31, 2018. "Oversight Board" is defined in Recital B. "Pacific" means Pacific Coast Housing Development, LLC, a California limited liability company, as provided in Recital C. "Parking Project" is defined in Section 3.1 and depicted in Exhibit B as "Parking Structure". "Parking Project Contractor" is defined in Recital G. "Parking Property" is defined in Section 3.1, depicted in Exhibit D as "Parcel 3 -Parking", and legally described as Lot 3 in that certain Certificate of Compliance For Lot Line Adjustment No. LI -Al 6-00003, dated June 21, 2016, and recorded June 23, 2016, as Instrument No. 20160726524 in Official Records of Los Angeles County Recorder's Office. "Parties" or "Party" means the City and Developer collectively or individually, OAK #4811-4254-6220 v4 8 Packet Pg. 161 14.b respectively. C). "Permitted Transfer" is defined in Section 1.3.3. "Project Agreements" means this Agreement and the Easement Deed (Exhibit "Project Approvals" is defined in Recital J. "PSA" is defined in Recital F. "Purchase Price" is defined in Section 2.2. "Reciprocal Easements" is defined in Recital H. "Reports" is defined in Section 2.12. "Request for Qualifications" is defined in Recital C. "Request to Resolve Dispute" is defined in Section 5.2.1. "Serrano" means Serrano Development Group, Inc., a California corporation, as provided in Recital C. "Site Condition" is defined in Section 2.14. M N "Specific Plan" is defined in Recital I. "Subdivision" is defined in Recital J. "Successor Agency" is defined in Recital A. "Title Company" means First American Title Company. "Title Policy — Access Easement" is defined in Section 2.10. "Title Policy — City Easement" is defined in Section 2.10. "Title Report — Mixed Use Property' is defined in Section 2.9.2. "Title Report — Parking Property" is defined in Section 2.9.1. "Transfer" means any assignment or transfer of this Agreement or the Access Easement or any portion thereof or any interest therein and as further defined in Section 1.3.2. "UC" is defined in Recital I. "Unrecorded Agreements" is defined in Section 2.12. OAK #4811-4254-6220 v4 9 Packet Pg. 162 14.b "UST Removal Work" is defined in Section 2.14 of the PSA. 1.2 Representations and Warranties. 1.2.1 City Representations and Warranties. City represents and warrants to Developer as follows: (a) Authority. City is a California municipal corporation with full right, power and lawful authority to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement by City has been fully authorized by all requisite actions on the part of the City. (b) No Conflict. City's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which City is bound. (c) No Litigation or Other Proceeding. To City's Actual Knowledge, no litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of City to perform its obligations under this Agreement, or that would adversely affect the Access Easement or Reciprocal Easement or the ability of Developer to utilize the same as contemplated by this Agreement. (d) Condition of Access Easement and Reciprocal Easement. City has no notice of any pending or threatened action or proceeding arising N out of the condition of the Access Easement or Reciprocal Easement or any alleged violation of any Environmental Laws. Except as otherwise disclosed by Documents provided by City to Developer and the results of Developer's independent investigation of E the Access Easement and Reciprocal Easement pursuant to Section 2.14, to City's w Actual Knowledge, the Access Easement and Reciprocal Easement are in compliance a with all Environmental Laws. (e) FIRPTA. The City is not a "foreign person" within the parameters of the Foreign Investment In Real Property Tax Act of 1980 ("FIRPTA") or any similar state statute, or is otherwise exempt from the provisions of FIRPTA or any similar state statute, or has otherwise complied with and will comply with all the requirements of FIRPTA or any similar state statute. (f) Compliance With Laws. Other than as disclosed by the Documents, the City has received no notice and has no Actual Knowledge of any violation of Applicable Laws of any governmental agency, body or subdivision affecting or relating to the Access Easement or Reciprocal Easement that would materially, adversely affect the City's ability to convey the Access Easement or Reciprocal Easement to Developer, or Developer's ability to utilize the Access Easement or Reciprocal Easement. (g) Condemnation. The City has no Actual Knowledge of any pending or threatened proceedings in eminent domain or otherwise with respect to the Access Easement or Reciprocal Easement that would materially, adversely affect the OAK #4811-4254-6220 v4 10 Packet Pg. 163 14.b City's ability to convey the Access Easement or Reciprocal Easement to Developer, or o Developer's ability to utilize the Access Easement or Reciprocal Easement. N OAK #4811-4254-6220 v4 11 Packet Pg. 164 LL Until the Closing or earlier termination of this Agreement, City shall, w upon learning of any fact or condition which would cause any of the warranties and o representations in this Section 1.2.1 not to be true, immediately give written Notice of a such fact or condition to Developer. w o! 1.2.2 Developer's Representations and Warranties. Developer represents and warrants to City as follows: (a) Authority. Developer is a California limited liability company duly organized in the State of California and qualified to do business and in z good standing under the laws of the State of California. Prior to execution of this Agreement, Developer has provided to City its Articles of Incorporation, By -Laws, and a Operating Agreement ("Organizational Documents"). The Organizational Documents provided by Developer to City are true and complete copies of the originals, as may be = amended from time to time. Developer has full right, power and lawful authority to w undertake all of its obligations hereunder and the execution, performance and delivery of z this Agreement by Developer has been fully authorized by all requisite company actions Z on the part of Developer. o (b) No Conflict. Developer's execution, delivery and 0 o performance of its obligations under this Agreement will not constitute a default or a r breach under any contract, agreement or order to which Developer or any Principal is a V) party or by which Developer or any Principal is bound. Y (c) No Litigation or Other Proceeding. To Developer's E current actual knowledge, no litigation or other proceeding (whether administrative or w otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Developer to perform its obligations under this Agreement. R N (d) Condition of City Easement and Reciprocal Easement. R Developer has no notice of any pending or threatened action or proceeding arising out of the condition of the City Easement or Reciprocal Easement or any alleged violation of any Environmental Laws. Except as otherwise disclosed by Documents provided by 2 Developer to City and the results of City's independent investigation of the City Easement a and Reciprocal Easement pursuant to Section 2.14, to Developer's Actual Knowledge, the City Easement and Reciprocal Easement are in compliance with all Environmental Laws. x W (e) FIRPTA. The Developer is not a "foreign person" within Y w the parameters of FIRPTA or any similar state statute, or is otherwise exempt from the provisions of FIRPTA or any similar state statute, or has otherwise complied with and will w comply with all the requirements of FIRPTA or any similar state statute. w (f) Compliance With Laws. Other than as disclosed by the Documents, the Developer has received no notice and has no Actual Knowledge of any r a OAK #4811-4254-6220 v4 11 Packet Pg. 164 14.b violation of Applicable Laws of any governmental agency, body or subdivision affecting or o relating to the City Easement or Reciprocal Easement that would materially, adversely N affect the Developer's ability to convey the City Easement or Reciprocal Easement to F City, or City's ability to utilize the City Easement or Reciprocal Easement. 0 W (g) Condemnation. The Developer has no Actual Knowledge a of any pending or threatened proceedings in eminent domain or otherwise with respect to w the City Easement or Reciprocal Easement that would materially, adversely affect the Developer's ability to convey the City Easement or Reciprocal Easement to City, or City's ability to utilize the City Easement or Reciprocal Easement. (h) No Developer Bankruptcy. Developer is not the subject of any bankruptcy proceeding, and no general assignment or general arrangement for the Z benefit of creditors or the appointment of a trustee or receiver to take possession of all or a substantially all of Developer's assets has been made. a J J Until the Closing or earlier termination of this Agreement, Developer = shall, upon learning of any fact or condition which would cause any of the warranties and w representations in this Section 1.2.2 not to be true, immediately give written Notice of z such fact or condition to City. Z 0 1.3 Change in Ownership, Management and Control of Developer. The ~ 0 qualifications and identity of Developer are of particular concern to City. It is because of o those unique qualifications and identity that City has entered into this Agreement with r Developer. 1.3.1 Until Final Completion of Old Town Newhall Mixed Use Prosect. Until Final Completion of the Old Town Newhall Mixed Use Project, Developer shall not Transfer the Access Easement or Reciprocal Easement or any rights or obligations under this Agreement. After Final Completion of the Old Town Newhall Mixed Use Project, Developer may Transfer the Access Easement and Reciprocal Easement, subject to the terms of the Easement Deed, without the consent or approval of the City. However, the Access Easement and Reciprocal Easement are easements appurtenant to the Mixed Use Property and any transfer of the Mixed Use Property shall be accompanied by a transfer of the Access Easement and Reciprocal Easement, and vice versa, to the same entity. 1.3.2 Additional Matters. Except for Permitted Transfers as provided in Section 1.3.3, the term "Transfer" for the purposes of this Section 1.3 shall include any significant change in the Control of Developer by any method or means. The term "Control" as used in the immediately preceding sentence and Sections 1.3.3 and 1.3.4 below, shall mean the power to direct the Day -to -Day Management of Developer, and it shall be a presumption that control with respect to a corporation or limited liability company is the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, control is the possession, OAK #4811-4254-6220 v4 12 Packet Pg. 165 14.b indirectly or directly, of the power to direct or cause the direction of the Day -to -Day o Management of the controlled entity. N OAK #4811-4254-6220 v4 13 Y Y a Packet Pg. 166 LL 1.3.3 Permitted Transfers. Notwithstanding any other provision of this w Agreement to the contrary, each of following Transfers are permitted and shall not require o City consent under this Section 1.3 (each, a "Permitted Transfer"):Ld a (a) Any lien or encumbrance secured by the Mixed Use Property, Access Easement and Reciprocal Easement required to obtain funds necessary for the acquisition of the Mixed Use Property, Access Easement and Reciprocal Easement and construction and/or permanent financing of the Old Town N Newhall Mixed Use Project; or z (b) An assignment of this Agreement to an Affiliate of Developer, provided that Developer's Principal retains Control, directly or indirectly, in a such Affiliate; or (c) Permanent financing of the Old Town Newhall Mixed Use a x Project following its Substantial Completion, as defined in Section 1.1 of the PSA; or z (d) Dedications and grants of easements and rights of way z o required in accordance with the Project Approvals; or ~ 0 J (e) Admission of new or additional equity partners provided that Developer's Principal retains Control, directly or indirectly, in Developer. N Lo 1.3.4 Subsequent Equity Transfers. Until Final Completion of the Old Town Newhall Mixed Use Project, any proposed admission of new equity partner(s) resulting in a change in Control of Developer shall be subject to the prior review and w approval by the City Manager, which approval may be granted, withheld, conditioned or a delayed, in the City Manager's sole discretion. w R N 2. PURCHASE AND SALE. V R 2.1 Purchase and Sale. Subject to the terms, covenants and conditions of this Agreement, Developer shall purchase from City and City shall sell to Developer the Access Easement and Reciprocal Easement, and City shall purchase from Developer a and Developer shall sell to City the City Easements and the Reciprocal Easement (the "Easement Exchange"). 2.2 Purchase Price; Developer Deposit. The total purchase price for the u w Easement Exchange shall be equal to the sum of FORTY THREE THOUSAND FOUR HUNDRED AND 00/100 Dollars ($43,400.00) ("Purchase Price") to be paid by a Developer to City at Closing. W Concurrent with the opening of Escrow in accordance with Section 2.6, Developer shall deposit Five Thousand and 00/100 Dollars ($5,000.00) into Escrow with the Escrow L Agent ("Developer Deposit"). At Closing Developer shall be entitled to a credit in the OAK #4811-4254-6220 v4 13 Y Y a Packet Pg. 166 14.b amount of the Developer Deposit as against the Purchase Price. In the event that this Agreement is terminated prior to Closing and Developer is not in Default as provided in this Agreement, Developer shall be entitled to a refund of the Developer Deposit. 2.3 Joint Condition Precedent. The Parties' obligation to proceed with the Easement Exchange pursuant to the terms of this Agreement, is subject to (i) City's issuance of a notice to proceed to the Parking Project Contractor to commence construction of the Parking Project prior to or concurrent with Closing, which notice to proceed may be conditioned on the Closing of the Easement Exchange as provided by Section 3.1 below, (ii) expiration of any applicable statute of limitation periods governing the challenge of the City's award of a contract to the Parking Project Contractor, (iii) Developer's completion of the UST Removal Work in accordance with the terms of the PSA prior to Closing, and (iv) acquisition of the Mixed Use Property by Developer from the Successor Agency pursuant to the terms of the PSA prior to or concurrent with Closing, which neither City or Developer may waive ("Joint Condition Precedent"). 2.4 City Conditions Precedent. City's obligation to proceed with the Easement Exchange pursuant to the terms of this Agreement is subject to the fulfillment or waiver by City of each and all of the conditions precedent described below ("City Conditions Precedent"). The City Conditions Precedent is solely for the benefit of City and shall be fulfilled or waived within the time periods provided for herein, and in any event, no later than the Outside Date. 2.4.1 No Default. Developer shall not be in Default under this Agreement, and no event shall have occurred, which with the passage of time or giving of Notice, or V) both, would constitute a Default by Developer hereunder. Y 2.4.2 Execution and Delivery of Documents by Developer. Developer w shall have executed and acknowledged the Easement Deed and Developer shall have a) executed (and, where appropriate, acknowledged), and delivered into escrow all other a documents that Developer is required to deliver into escrow pursuant to Section 2.8.1. N 2.4.3 Delivery of Funds. In connection with the Closing, Developer shall R have delivered through escrow the Purchase Price, less the Developer Deposit, and such other funds, including escrow costs, recording fees and other closing costs as are necessary to comply with Developer's obligations under this Agreement. a 2.4.4 Construction Permits. Developer shall have submitted complete applications to City for demolition, grading and building permits necessary for Developer to develop and construct the Old Town Newhall Mixed Use Project, and such permit w applications shall have been reviewed and approved by City and shall be ready to be issued by the City subject only to payment of applicable fees. w 2.4.5 Project Approvals. The Project Approvals, excluding the w Subdivision, shall be final and non -appealable, and if any appeals, legal challenges, requests for rehearing, or referenda have been filed or instituted, such appeals, legal E challenges, requests for rehearing, or referenda shall have been fully and finally resolved OAK #4811-4254-6220 v4 14 Packet Pg. 167 14.b in a manner acceptable to City in its sole and absolute discretion, and such that no further o appeals, legal challenges, requests for rehearing, or referenda are possible. N LL 2.4.6 Title Policy — City Easement. City shall have accepted or waived in w accordance with Section 2.9 all disapproved Exceptions—Mixed Use Property. The Title o Company shall, upon payment of Title Company's regularly scheduled premium, be a irrevocably committed to issue the Title Policy—City Easement upon recordation of the ui Easement Deed subject only to the Condition of Title—Mixed Use Property. 2.4.7 Absence of Proceedings. There shall be an absence of any condemnation, environmental or any other pending governmental, administrative or legal N proceeding with respect to the City Easements or Reciprocal Easement which would materially and adversely affect City's intended uses of the City Easements or Reciprocal z Easement, the development of the Parking Project, or value of the City Easements or a Reciprocal Easement. a J J 2.4.8 No Material Adverse Change. There shall not have occurred a X between the Date of Agreement and the Closing a material adverse change to the w physical, environmental or title condition of the City Easements or Reciprocal Easement. z z 2.4.9 Site Condition. Developer shall have accepted or waived in 0 accordance with Section 2.14 the Site Condition of the Access Easement and Reciprocal o Easement. J 0 2.5 Developer Conditions Precedent. Developer's obligation to proceed with N the Easement Exchange pursuant to the terms of this Agreement is subject to the fulfillment or waiver by Developer of each and all of the conditions precedent described below ("Developer Conditions Precedent"). The Developer Conditions Precedent are w solely for the benefit of Developer and shall be fulfilled or waived, if applicable, within the a time periods provided for herein, and in any event, no later than the Outside Date. w 2.5.1 No Default by City. City shall not be in Default under this Agreement, N and no event shall have occurred, which with the passage of time or giving of Notice, or R both, would constitute a default by City hereunder. R 2.5.2 Execution and Delivery of Documents by City. City shall have 2 executed and acknowledged the Easement Deed, and City shall have executed (and, a' where appropriate, acknowledged) and delivered into escrow all other documents that a� City is required to deliver into escrow pursuant to Section 2.8.2. L u X 2.5.3 Project Approvals. The Project Approvals, excluding the w Y Subdivision, shall be (a) final and non -appealable, and if any appeals, legal challenges, w requests for rehearing, or referenda have been filed or instituted, such appeals, legal w challenges, requests for rehearing, or referenda shall have been fully and finally resolved w in a manner acceptable to Developer in its sole and absolute discretion, and such that no further appeals, legal challenges, requests for rehearing, or referenda are possible, and E (b) approved (including without limitation, all conditions associated therewith) by Developer in its sole and absolute discretion. r a OAK #4811-4254-6220 v4 15 Packet Pg. 168 14.b 2.5.4 Construction Permits. City shall have reviewed and approved the demolition, grading and building permits necessary for Developer to develop and construct the Old Town Newhall Mixed Use Project, and City shall be ready to issue said permits subject to payment of applicable fees. 2.5.5 Title Policy — Access Easement. Developer shall have accepted or waived in accordance with Section 2.9 all disapproved Exceptions—Parking Property. The Title Company shall, upon payment of Title Company's regularly scheduled premium, be irrevocably committed to issue the Title Policy—Access Easement upon recordation of the Easement Deed subject only to the Condition of Title—Parking Property. 2.5.6 Equity Funding/Construction Loan. Developer shall have secured all necessary equity commitments and acquisition and construction loans, if any, for 100% of Mixed Use Property and Access Easement acquisition and Old Town Newhall Mixed Use Project development and construction costs and shall have closed or shall be ready to close concurrently with Closing. 2.5.7 Absence of Proceedings. There shall be an absence of any condemnation, environmental or any other pending governmental, administrative or legal proceeding with respect to the Access Easement or Reciprocal Easement which would materially and adversely affect Developer's intended uses of the Access Easement or Reciprocal Easement, the development of the Old Town Newhall Mixed Use Project, or value of the Access Easement or Reciprocal Easement. r- 2.5.8 2.5.8 No Material Adverse Change. There shall not have occurred V) between the Date of Agreement and the Closing a material adverse change to the physical, environmental or title condition of the Access Easement or Reciprocal Easement. 2.6 Escrow. Within three (3) calendar days of the Date of Agreement, the Parties shall open an escrow with Escrow Agent for the Easement Exchange ("Escrow"). 2.6.1 Costs of Escrow. Escrow Agent shall charge: (i) Developer for the following: the recording cost of the Easement Deed (if not otherwise exempt from recording fees pursuant to California Government Code §§6103 and 27383), and other closing documents, the premium for any policy of title insurance desired by Developer, and the cost of endorsements, if any, and one half of the escrow fees charged by the Escrow Agent; and (ii) City for the following: the premium for any policy of title insurance desired by City, and the cost of endorsements, if any, and one half of escrow fees charged by Escrow Agent. 2.6.2 Escrow Instructions. This Agreement constitutes the joint escrow instructions of Developer and City with respect to the Easement Exchange, and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. Insurance policies for fire or casualty are not to be transferred. All funds received in the escrow shall be deposited in interest-bearing accounts for the benefit of the depositing party in any state or national bank doing business in the State of California. OAK #4811-4254-6220 v4 16 Packet Pg. 169 14.b All disbursements shall be made by check or wire transfer from such accounts. If, in the opinion of either party, it is necessary or convenient in order to accomplish the Closing, such party may provide supplemental escrow instructions; provided that if there is any inconsistency between this Agreement and the supplemental escrow instructions, then the provisions of this Agreement shall control. The Closing shall take place as set forth in Section 2.7 below. Escrow Agent is instructed to release City's and Developer's escrow closing statements to the respective parties. 2.6.3 Authority of Escrow Agent. Escrow Agent is authorized to, and shall: (a) Pay and charge Developer for the premium for the Title Policy — Access Easement, including any endorsements requested by Developer. (b) Pay and charge City for the premium for the Title Policy — City Easement, including any endorsements requested by City. (c) Pay and charge Developer and City for escrow fees, charges, and costs as provided in Section 2.6.1. (d) Disburse funds as provided in Section 2.6.3(g) below and Z record the Easement Deed when the Joint Condition Precedent, Developer Conditions o Precedent and City Conditions Precedent have been fulfilled or waived in writing by ~ 0 Developer and City, as applicable. Immediately following recordation of the Easement o Deed, Escrow Agent shall record any other recordable documents delivered into escrow for the Closing. N (e) Do such other actions as necessary, including obtaining and issuing the Title Policy — Access Easement and Title Policy — City Easement, to fulfill its obligations under this Agreement. (f) Direct City and Developer to execute and deliver any instrument, affidavit, and statement, and to perform any act, reasonably necessary to comply with the provisions of FIRPTA, if applicable, and any similar state act and regulations promulgated thereunder. (g) Prepare and file with all appropriate governmental or taxing authorities uniform settlement statements, closing statements, tax withholding forms including IRS 1099-S forms, and be responsible for withholding taxes, if any such forms are provided for or required by law. (h) Disburse the Purchase Price, less City's share of fees, charges and costs, to City. 2.7 Closing. The escrow for conveyance of the Easement Exchange shall close ("Close of Escrow") within 30 days after the satisfaction, or waiver by the appropriate party, of the Joint Condition Precedent, all of the City Conditions Precedent, and all of the Developer Conditions Precedent, which shall occur in no event later than the Outside Date. If Closing does not occur on or before the Outside Date, then this OAK #4811-4254-6220 v4 17 Packet Pg. 170 14.b Agreement shall automatically terminate; provided, however, that the Outside Date may be extended in accordance with Section 6.2 below. For purposes of this Agreement, "Closing" shall mean the time and day the Easement Deed is recorded with the Los Angeles County Recorder. 2.8 Delivery of Documents and Closing Funds. 2.8.1 At or before Closing, Developer shall deposit into escrow the following items with respect to the Easement Exchange: (a) Funds in an amount necessary to consummate the Closing, including the Purchase Price and escrow costs set forth in Sections 2.2 and 2.6.1, respectively; (b) one original executed and acknowledged Easement Deed; (c) one original executed Preliminary Change of Ownership Report for the Access Easement and Reciprocal Easement, if necessary; and (d) one duly executed non -foreign certification for the City Easements and Reciprocal Easement in accordance with the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, if necessary; (e) one duly executed California Form 593-W Certificate for M the City Easements and Reciprocal Easement or comparable non -foreign person affidavit, if necessary; (f) one Commercial Owner's Affidavit in the standard form of the Title Company, if necessary; and (g) any documents to be recorded as part of Developer's financing of the Old Town Newhall Mixed Use Project. 2.8.2 At or before Closing, City shall deposit into escrow the following items with respect to the Easement Exchange: (a) one original executed and acknowledged Easement Deed; (b) one original executed Preliminary Change of Ownership Report for the City Easements and Reciprocal Easement, if necessary; and (c) one duly executed non -foreign certification for the Access Easement and Reciprocal Easement in accordance with the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, if necessary; OAK #4811-4254-6220 v4 18 Packet Pg. 171 14.b (d) one duly executed California Form 593-W Certificate for the Access Easement and Reciprocal Easement or comparable non -foreign person affidavit, if necessary; and (e) one Commercial Owner's Affidavit in the standard form of the Title Company, if necessary. 2.8.3 At Closing, City and Developer shall each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close Escrow in accordance with the terms hereof. 2.9 Review of Title. 2.9.1 The City shall cause the Title Company to deliver to Developer a standard CLTA preliminary title report or reports with respect to the title to the Parking Property (the "Title Report — Parking Property"), together with legible copies of the documents underlying the exceptions ("Exceptions — Parking Property") set forth in the Title Report — Parking Property, within thirty (30) days from the Date of Agreement. The Developer shall have the right to reasonably approve or disapprove the Exceptions — Parking Property; provided, however, that the Developer hereby approves the following Exceptions — Parking Property: a) The Redevelopment Plan; b) The lien of any non -delinquent property taxes and assessments. N 7 Developer shall have thirty (30) days from its receipt of the Title Report—Parking Property and all Exceptions -Parking Property to give written notice to City and Escrow Agent of Developer's approval or disapproval of any of such Exceptions -Parking Property w set forth in the Title Report -Parking Property, in its reasonable discretion. Developer's a failure to give written approval or disapproval of the Title Report -Parking Property within w such time limit shall be deemed Developer's disapproval of the Title Report -Parking N Property. If Developer notifies City of its disapproval of any Exceptions- Parking Property in the Title Report -Parking Property or is deemed to have disapproved of said w Exceptions -Parking Property, City shall have the right, but not the obligation, to remove L any disapproved Exceptions -Parking Property within thirty (30) days after receiving 2 written notice of Developer's disapproval or provide assurances satisfactory to Developer a' that such Exceptions -Parking Property will be removed on or before the Closing. If City a� cannot or does not elect to remove any of the disapproved Exceptions- Parking Property L within that period, Developer shall have fifteen (15) days after the expiration of such thirty x (30) day period to either give the City written notice that Developer elects to proceed with W the Easement Exchange subject to the disapproved Exceptions -Parking Property not removed by the City or to give the City written notice that the Developer elects to terminate this Agreement. The Exceptions -Parking Property to title to the Parking w Property approved by Developer as provided herein shall hereinafter be referred to as the "Condition of Title -Parking Property' of the Access Easement and Reciprocal E Easement. OAK #4811-4254-6220 v4 19 Packet Pg. 172 14.b 2.9.2 The Developer shall cause the Title Company to deliver to City a standard CLTA preliminary title report or reports with respect to the title to the Mixed Use Property (the "Title Report — Mixed Use Property"), together with legible copies of the documents underlying the exceptions ("Exceptions — Mixed Use Property") set forth in the Title Report— Mixed Use Property, within thirty (30) days from the Date of Agreement. The City shall have the right to reasonably approve or disapprove the Exceptions—Mixed Use Property; provided, however, that the City hereby approves the following Exceptions—Mixed Use Property: a) The Redevelopment Plan; b) The lien of any non -delinquent property taxes and assessments. City shall have thirty (30) days from its receipt of the Title Report—Mixed Use Property and all Exceptions -Mixed Use Property to give written notice to Developer and a Escrow Agent of City's approval or disapproval of any of such Exceptions- Mixed Use Property set forth in the Title Report- Mixed Use Property, in its reasonable discretion. _ City's failure to give written approval or disapproval of the Title Report- Mixed Use w Property within such time limit shall be deemed City's disapproval of the Title Report- z Mixed Use Property. If City notifies Developer of its disapproval of any Exceptions- Mixed z Use Property in the Title Report -Mixed Use Property or is deemed to have disapproved of o said Exceptions- Mixed Use Property, Developer shall have the right, but not the o obligation, to remove any disapproved Exceptions- Mixed Use Property within thirty (30) o days after receiving written notice of City's disapproval or provide assurances satisfactory to City that such Exceptions Mixed Use Property will be removed on or before the U) Closing. If Developer cannot or does not elect to remove any of the disapproved V Exceptions -Mixed Use Property within that period, City shall have fifteen (15) days after Y w the expiration of such thirty (30) day period to either give the Developer written notice that w City elects to proceed with the Easement Exchange subject to the disapproved Exceptions -Mixed Use Property not removed by the Developer or to give the Developer a written notice that the City elects to terminate this Agreement. The Exceptions- Mixed N Use Property to title to the Mixed Use Property approved by City as provided herein shall V hereinafter be referred to as the "Condition of Title -Mixed Use Property" of the City a Easements and Reciprocal Easement. 2.10 Title Insurance. Concurrently with the recordation of the Easement Deed conveying the Access Easement and Reciprocal Easement to Developer, there shall be issued to Developer, a policy of title insurance ("Title Policy -Access Easement"), together with such endorsements as are requested by the Developer, issued by the Title Company insuring the Condition of Title -Parking Property as approved by Developer pursuant to Section 2.9.1 of this Agreement. The Title Company shall provide the City with a copy of the Title Policy -Access Easement. The Developer shall pay for the premium for the Title Policy -Access Easement and any endorsements requested by the Developer. Nothing herein shall be deemed to obligate the City to pay for any premium or other charge necessary for the issuance of said Title Policy -Access Easement. Concurrently with the recordation of the Easement Deed conveying the City OAK #4811-4254-6220 v4 20 Packet Pg. 173 14.b Easements and Reciprocal Easement to City, there shall be issued to City, a policy of title insurance ("Title Policy -City Easement"), together with such endorsements as are requested by the City, issued by the Title Company insuring the Condition of Title -Mixed Use Property as approved by City pursuant to Section 2.9.2 of this Agreement. The Title Company shall provide the Developer with a copy of the Title Policy -City Easement. The City shall pay for the premium for the Title Policy -City Easement and any endorsements requested by the City. Nothing herein shall be deemed to obligate the Developer to pay for any premium or other charge necessary for the issuance of said Title Policy -City Easement. 2.11 Property Taxes and Assessments. Ad valorem taxes and assessments levied, assessed or imposed on the Access Easement acquired by Developer after the Closing, if any, shall be paid by Developer. 2.12 Documents. City and Developer each represent and warrant to the other a that, to the best of the City's Actual Knowledge and Developer's Actual Knowledge, respectively, as of the Date of Agreement, each has furnished to the other with copies or = provided the other with access to any and all material existing surveys, inspection reports, w environmental and/or hazardous material reports, and any other data, reports, studies, Z agreements, correspondence and other writings, including that Phase II Environmental Assessment dated February 28, 2008, prepared by Atkins Environmental H.E.L.P., Inc.; o Geotechnical Engineering Investigation Report, dated November 14, 2007, prepared by o Rybak Geotechnical, Inc.; Asbestos Report, dated July 24, 2006, prepared by Atkins o Environmental H.E.L.P., Inc.; Lead Based Paint Survey Report, dated May 5, 2011, M prepared by Atkins Environmental H.E.L.P., Inc.; ALTA/AGSM Land Title Survey, dated U) October 5, 2015, prepared by Sitetech, Inc.; Phase II Environmental Site Assessment & r Limited Subsurface Investigation Report, dated November 5, 2015, prepared by Atkins Environmental H.E.L.P., Inc.; Geotechnical Investigations, dated November 10, 2015, "w prepared by Geocon West, Inc.; Due Diligence / Initial Site Investigation, dated December 21, 2015, prepared by Sitetech Inc.; Old Newhall Parking Garage Topographic Survey, w dated April 13, 2016, prepared by Hunsaker & Associates, Inc.; Final Report Results of N Subsurface Investigations, Removal of Surface Pavement and Subsurface Foundations, V and Removal of One In -ground Hydraulic Lift System, dated April 28, 2016, prepared by JHA Environmental; Newhall Potholing For Parking Structure, dated June 17, 2016, R prepared by Sparta Builders Inc. (collectively, "Reports"), pertaining to the physical, environmental and/or title condition of the Easements, and the use and development of a the Easements which are in either Parties' possession or control. The Parties also represent and warrant to the other that, to the best of the City's Actual Knowledge and Developer's Actual Knowledge, as of the Date of Agreement, each has furnished the x other with copies of any and all unrecorded leases, service contracts, easements, w licenses and/or other unrecorded agreements ("Unrecorded Agreements") (collectively, the Unrecorded Agreements and Reports are referred to herein as the "Documents") w affecting the Easements or portion thereof. Each Party shall notify the other in writing of any material changes to any Documents of which either Party becomes aware of before W Y Closing. Neither City nor Developer makes any representation or warranty regarding the w completeness or accuracy of any Documents provided to the other. E OAK #4811-4254-6220 v4 21 Packet Pg. 174 14.b 2.13 AS -IS CONVEYANCE. SUBJECT TO SATISFACTION OF THE JOINT CONDITIONS PRECEDENT, CITY CONDITIONS PRECEDENT AND DEVELOPER CONDITIONS PRECEDENT, CITY AND DEVELOPER SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EACH PARTY IS UNDERTAKING AS OF THE CLOSING THE EASEMENT EXCHANGE ON AN "AS IS WITH ALL FAULTS" BASIS, CONDITION AND STATE OF REPAIR INCLUSIVE OF ANY AND ALL FAULTS AND DEFECTS, LEGAL, PHYSICAL, OR ECONOMIC, WHETHER KNOWN OR UNKNOWN, AS MAY EXIST AS OF THE CLOSING ("AS -IS CONDITION") AND, EXCEPT AS PROVIDED IN SECTIONS 1.2.1, 1.2.2 AND 2.12, DEVELOPER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES FROM CITY OR ANY OF CITY'S ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES OR ATTORNEYS (EACH, A "CITY PARTY" AND COLLECTIVELY, "CITY PARTIES") AS TO ANY MATTERS CONCERNING THE EASEMENT EXCHANGE AND CITY IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES FROM DEVELOPER OR ANY OF DEVELOPER'S OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES OR ATTORNEYS (EACH, A "DEVELOPER PARTY" AND COLLECTIVELY, "DEVELOPER PARTIES") AS TO ANY MATTERS CONCERNING THE EASEMENT EXCHANGE. 2.14 Independent Investigation. Prior to the Closing, the Parties have been § provided access to the Old Town Newhall Property for purposes of physical investigation, including but not limited to, soil and groundwater testing, environmental audits, storm o water retention analysis, and adequacy of utilities including water, sewer, gas and o electricity. The Parties acknowledge, agree, represent, and warrant that, prior to Closing, M each has been given a full opportunity to obtain, review, inspect and investigate each and every aspect of the Easements, either independently or through agents of their choosing, r including the following (herein collectively referred to as the "Site Condition"): (a) The size and dimensions of the Easements. (b) The availability and adequacy of water, sewage, fire protection, and any utilities serving the Easements. (c) All matters relating to title including extent and conditions of title to the Easements, taxes, assessments, and liens. (d) All legal and governmental laws, statutes, rules, regulations, ordinances, limitations on title, restrictions or requirements concerning the Easements including zoning, use permit requirements and building codes. (e) Natural hazards, including flood plain issues, currently or potentially concerning or affecting the Easements. (f) The physical, legal, economic and environmental condition and aspects of the Easements, and all other matters concerning the conditions, use or sale of the Easements, including any permits, licenses, agreements, and liens, zoning reports, engineers' reports and studies and similar information relating to the OAK #4811-4254-6220 v4 22 Packet Pg. 175 Easements. Such examination of the condition of the Easements has included examinations of the soil, geology, groundwater, the presence of known or unknown faults, and for the release, presence or absence of known or unknown Hazardous Materials in, on, or under the Easements as each Party deemed necessary or desirable. (g) Any easements and/or access rights affecting the Easements. (h) Any contracts and other documents or agreements affecting the Easements. Developer and City hereby acknowledge that each is aware of and understands the provisions governing the UST Removal Work as set forth in Section 2.14 of the PSA. Developer and City understand, acknowledge and agree that neither Party is making any representation or warranty that the UST Removal Work will be undertaken or completed and neither Developer nor City has any obligation whatsoever to undertake or complete the UST Removal Work. If the UST Removal Work is not undertaken or completed in accordance with the PSA, or the PSA is otherwise terminated in accordance with the terms thereof prior to the Outside Date with respect to the Closing of the Easement Exchange, City and Developer shall have the right to terminate this Agreement and neither Party shall be considered in default under this Agreement. If the UST Removal Work is undertaken and completed by Developer in accordance with the PSA, Developer shall upon the earlier of (i) thirty (30) days from the date of completion of the UST Removal Work, or (ii) thirty (30) days prior to the Outside Date for the Closing of the Easement Exchange, provide written notice to City of Developer's approval or disapproval of any Site Condition, in its reasonable discretion. Developer's failure to give written approval or disapproval of the Site Condition within such time limit shall be deemed Developer's disapproval of the Site Condition. If Developer notifies City of its disapproval of the Site Condition or is deemed to have disapproved the Site Condition, then either City or Developer shall have the right to terminate this Agreement by providing written notice of termination of this Agreement to the other. 2.15 Disclaimers. Developer acknowledges and agrees that except as expressly set forth in Section 1.2.1 of this Agreement: (i) neither City, nor any City Party, has made any representations, warranties, or promises to Developer, or to anyone acting for or on behalf of Developer, concerning the condition of the Access Easement or Reciprocal Easement or any other aspect of the Access Easement or Reciprocal Easement; (ii) the condition of the Access Easement or Reciprocal Easement has been independently evaluated by Developer prior to the Closing; and (iii) any information, including any engineering reports, architectural reports, feasibility reports, marketing reports, title reports, soils reports, environmental reports, analyses, data or other similar reports or information of whatever type or kind, if any, which Developer has received or may hereafter receive from City or any City Party were and are furnished without warranty of any kind, excluding the City's Actual Knowledge of the untruthfulness of such reports or information, and on the express condition that Developer has made its own independent OAK #4811-4254-6220 v4 23 14.b r N 7 Packet Pg. 176 14.b verification of the accuracy, reliability and completeness of such information and that Developer may rely on the foregoing at its own peril and knowingly assumes such risk. City acknowledges and agrees that except as expressly set forth in Section 1.2.2 of this Agreement: (i) neither Developer, nor any Developer Party, has made any representations, warranties, or promises to City, or to anyone acting for or on behalf of City, concerning the condition of the City Easements or Reciprocal Easement or any other aspect of the City Easements or Reciprocal Easement; (ii) the condition of the City Easements or Reciprocal Easement has been independently evaluated by City prior to the Closing; and (iii) any information, including any engineering reports, architectural reports, feasibility reports, marketing reports, title reports, soils reports, environmental reports, analyses, data or other similar reports or information of whatever type or kind, if any, which City has received or may hereafter receive from Developer or any Developer Party were and are furnished without warranty of any kind, excluding the Developer's Actual Knowledge of the untruthfulness of such reports or information, and on the express condition that City has made its own independent verification of the accuracy, reliability and completeness of such information and that City may rely on the foregoing at its own peril and knowingly assumes such risk. 2.16 Waivers and Releases. Developer hereby waives, releases and discharges forever the City and City Parties from all present or future claims, demands, suits, legal o and administrative proceedings and from all liabilities, obligations, losses, damages, o deficiencies, fines, penalties, costs and other expenses, including reasonable attorneys' o fees and court costs, arising out of or in any way connected with the Site Condition of the Access Easement or Reciprocal Easement, whether discovered before or after the LO Closing, and whether existing or created on the Access Easement or Reciprocal r Easement before or after the Closing, except that arising out of (i) the City's failure to disclose any information regarding the Site Condition of the Access Easement or Reciprocal Easement within the City's Actual Knowledge, or (ii) the gross negligence or willful misconduct of the City or City Parties, or any of them. a at City hereby waives, releases and discharges forever the Developer and Developer Parties from all present or future claims, demands, suits, legal and administrative proceedings and from all liabilities, obligations, losses, damages, deficiencies, fines, penalties, costs and other expenses, including reasonable attorneys' fees and court costs, arising out of or in any way connected with the Site Condition of the City Easements or Reciprocal Easement, whether discovered before or after the Closing, and whether existing or created on the City Easements or Reciprocal Easement before or after the Closing, except that arising out of (i) the Developer's failure to disclose any information regarding the Site Condition of the City Easements or Reciprocal Easement within the Developer's Actual Knowledge, or (ii) the gross negligence or willful misconduct of the Developer or Developer Parties, or any of them. Developer and City acknowledge that each is aware of and familiar with the provisions of California Civil Code Section 1542, which provides as follows: OAK #4811-4254-6220 v4 24 Packet Pg. 177 14.b "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." As related to this Section 2.16, Developer and City hereby waive and relinquish all rights and benefits which it may have under California Civil Code Section 1542. INITIALS: DEVELOPER CITY 3. COORDINATION OF DEVELOPMENT OF THE OLD TOWN NEWHALL MIXED USE PROJECT WITH THE PARKING PROJECT. 3.1 Old Town Newhall Public Parking Garage. The Parties acknowledge that the Specific Plan contemplates the construction of a public parking structure in the north end of the Old Town Newhall area and the City has z identified a portion of the Old Town Newhall Property, depicted on the site plan attached z hereto as Exhibit D as "Parcel 3 -Parking" (the "Parking Property"), as the location for the o parking structure. The anticipated parking structure is to be comprised of one ~ 0 subterranean level, with six levels above to a maximum height of 55 feet, providing o approximately 374 parking spaces, with a fagade consistent with the preferred architectural design and standards set forth in the Specific Plan and as generally depicted N in the Conceptual Project Plans (the "Parking Project"). Developer understands, acknowledges and agrees that City is not making any representation or warranty that City will undertake or complete, and City has no obligation whatsoever to undertake or complete, the construction of the Parking Project. Further, Developer understands and acknowledges that the contract approved by the City with the Parking Project Contractor for the design and construction of the Parking Project conditions the issuance of a notice to proceed with the construction of the Parking Project upon the Closing of the Easement Exchange. If the City cannot or does not elect to undertake the construction of the Parking Project, said decision or inaction by City shall not constitute a Default by City under this Agreement. In the event City does not timely provide notice to proceed to the Parking Project Contractor to commence the construction of the Parking Project prior to, concurrent with or subject to the Closing of the Easement Exchange, then this Agreement shall terminate. In the event the City develops and constructs the Parking Project, the Parties shall use good faith efforts to coordinate their development and construction activities in relation to the Old Town Newhall Mixed Use Project on the Mixed Use Property and the City's Parking Project on the Parking Property. By way of example, the Parties shall undertake the following: OAK #4811-4254-6220 v4 25 Packet Pg. 178 Following the City's award of the design -build contract the Parties shall participate in periodic "coordination" meetings with their respective design professionals and contractors/subcontractors regarding the design and construction of the Developer's Old Town Newhall Mixed Use Project on the Mixed Use Property and the City's Parking Project on the Parking Property; and • The Parties will explore the inclusion of reciprocal coordination contract language in their contracts with their contractors/subcontractors; and The Parties shall immediately notify each other of any perceived potential construction conflict between the Old Town Newhall Mixed Use Project on the Mixed Use Property and Parking Project on the Parking Property and cooperate in the reasonable resolution of that conflict; and Notwithstanding the provisions of this Section 3. 1, if the Parking Project Contractor desires to utilize the Mixed Use Property for construction staging purposes, it must reach a separate agreement with Developer for such use. Furthermore, the Parties acknowledge and agree that the Easements granted pursuant to this Agreement are not for purposes of facilitating the initial construction of the Old Town Newhall Mixed Use Project or the Parking Project, but rather are intended to facilitate the use, operation and maintenance of the Old Town Newhall Mixed Use Project and the Parking Project once they are Finally Complete. 4. COVENANTS, RESTRICTIONS AND AGREEMENTS. 4.1 Uses. Developer and City shall use the Easements in accordance with the terms of the Easement Deed. 4.2 Taxes and Assessments. After the Closing, it shall be Developer's responsibility to pay prior to delinquency all ad valorem real estate taxes and assessments on the Access Easement and Reciprocal Easement, if any, subject to Developer's right to contest in good faith any such taxes. 4.3 Compliance With Applicable Laws. The Parties shall carry out, and shall ensure that its contractors and subcontractors carry out the Old Town Newhall Mixed Use Project and Parking Project in conformity with, and shall defend, indemnify and hold the other Party harmless from and against any and all claims arising out of the other Party's failure to comply with, all Applicable Laws, including all applicable state labor laws, regulations standards and requirements; the City zoning and development standards; building, plumbing, mechanical and electrical codes; all other provisions of the Municipal Code; and all applicable disabled and handicapped access requirements, including the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, etseq. 4.4 Effect and Duration of Covenants. The covenants established in this Agreement and the Easement Deed shall, without regard to technical classification and OAK #4811-4254-6220 v4 26 14.b r N 7 Packet Pg. 179 14.b designation, be binding upon and inure for the benefit and in favor of the Parties hereto and their successors and assigns. The Parties are deemed the beneficiary of the terms and provisions of this Agreement and the Easement Deed and of the covenants running with the land for and in their own right and for the purposes of protecting the interests of the Parties, in whose favor and for whose benefit this Agreement and the Easement Deed and the covenants running with the land have been provided. Subject to the limitations on remedies set forth in Section 5 hereto, the Parties shall have the right, if this Agreement, the Easement Deed or the covenants therein are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it may be entitled under the terms of this Agreement or the Easement Deed. 5. DEFAULTS AND REMEDIES. 5.1 Default Remedies General. Subject to the extensions of time set forth in a Section 6.2 of this Agreement (except as to the Outside Date for Closing), failure by the Developer or City to perform any action or covenant required by this Agreement within the = time periods provided herein following notice and failure to cure as described hereafter, w constitutes a "Default' under this Agreement. The failure by a Party to satisfy one or Z more of the City Conditions Precedent or Developer Conditions Precedent, as set forth in Sections 2.4 and 2.5 respectively, shall not be a "Default' hereunder, but the failure to act o in good faith and exercise reasonable efforts to satisfy any such City Conditions o Precedent or Developer Conditions Precedent shall constitute a "Default' following Notice o and an opportunity to cure. A Party claiming a Default shall provide a written notice of default to the other Party specifying the default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding r against any other Party and the other Party shall not be in default if such Party within thirty (30) days from receipt of such notice of default, commences to cure, correct or remedy "w such failure or delay and completes such cure, correction or remedy with diligence and within a reasonable period of time considering the nature of the default. a at 5.2 Default Resolution and Legal Actions. 5.2.1 Informal Default Resolution. If, following notice and an opportunity to cure pursuant to Section 5.1, a Default remains outstanding, before institution of legal action, the Parties shall attempt to resolve the Default in accordance with this Section 5.2.1 as a condition precedent to the filing of any action at law or equity. It is the express intent of the Parties to attempt to resolve all Defaults arising out of or relating to this Agreement or a breach thereof by reasonable, business -like negotiations between the Parties without resorting to litigation. However, unless the Parties agree otherwise, and regardless of the size or nature of the Default, the Parties shall not cease or delay performance of their obligations under this Agreement while the Default remains outstanding. City or Developer may call a meeting for resolution of any outstanding Default. The meeting shall be held on a date within three (3) working days of the date of a written request by any Party, which written request shall specify the nature of and extent of the OAK #4811-4254-6220 v4 27 Packet Pg. 180 14.b Default to be resolved and any proposed resolution thereof ("Request to Resolve Dispute"). Unless otherwise agreed to amongst the Parties, the meeting shall be held at the administrative offices of the City. The foregoing notwithstanding, the meeting may be held at the Parking Property or Mixed Use Property if the ability to view the Parking Project or Old Town Newhall Mixed Use Project will serve to resolve the Default. The meeting shall be attended by representatives of the City and Developer and their respective consultants, contractors, subcontractors or other parties with information relevant to the nature, extent and resolution of the Default. The Parties' representatives attending the meeting shall have all requisite authority to resolve and settle the Default. The Parties shall consider retaining the services of a mediator to help resolve and settle the Default; however, each Party reserves its discretion whether to engage the services of a mediator. Failure of either Party to agree to the use of a mediator shall not excuse the other Party from its obligation to attend the meeting in an attempt to resolve and settle the Default. The meeting shall be subject to California Evidence Code Section 1152 and the parties hereby agree that any and all information or communications shared or disclosed during said meeting shall be subject to said provision. If the Default remains outstanding sixty (60) calendar days after the date of the Request to Resolve Dispute, then either Party may, in addition to any other rights or remedies, institute any action at law or in equity to cure, correct, prevent or remedy the Default. The Parties agree that any applicable statute of limitation period that has not otherwise expired shall be tolled during the sixty (60) calendar day period. r- 5.2.2 5.2.2 Institution of Legal Actions. Except as otherwise specifically U) provided herein, upon the occurrence of a Default, the non -defaulting Party shall have the Y right, in addition to any other rights or remedies, to institute any action at law or in equity to w cure, correct, prevent or remedy any Default, or to recover damages for any Default, or to w obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Los Angeles, State of a California, or in the Federal District Court for the Central District of the State of California. N Notwithstanding anything herein to the contrary, neither Party shall have the right to recover any consequential or special damages in the event of a Default by the other a Party. 0 5.2.3 Liauidated Damaaes in the Event of Failure to Close Escrow on the Easement Exchange. SUBJECT TO NOTICE AND EXPIRATION OF APPLICABLE CURE PERIODS AND ANY PERMITTED EXTENSIONS OF TIME AS PROVIDED IN THIS AGREEMENT, IF EITHER PARTY FAILS TO CLOSE ESCROW AS REQUIRED UNDER THIS AGREEMENT (A "CLOSING DEFAULT"), THE NON -DEFAULTING PARTY MAY SUFFER DAMAGES AND IT IS IMPRACTICABLE AND INFEASIBLE TO FIX THE ACTUAL AMOUNT OF SUCH DAMAGES. THEREFORE, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, IN THE EVENT OF A CLOSING DEFAULT, THE NON -DEFAULTING PARTY SHALL BE ENTITLED TO A SUM EQUAL TO THE DEVELOPER'S DEPOSIT. THE DEVELOPER'S DEPOSIT SHALL SERVE AS LIQUIDATED DAMAGES TO THE NON -DEFAULTING PARTY FOR A CLOSING DEFAULT. THE VALUE OF THE DEVELOPER'S DEPOSIT OAK #4811-4254-6220 v4 28 Packet Pg. 181 14.b CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES THAT THE o NON -DEFAULTING PARTY WOULD INCUR IN THE EVENT OF A CLOSING N DEFAULT. RETENTION OF THE DEVELOPER'S DEPOSIT IN ESCROW BY CITY IN a THE EVENT OF A CLOSING DEFAULT BY DEVELOPER, OR PAYMENT OF A SUM w EQUAL TO THE DEVELOPER'S DEPOSIT BY CITY TO DEVELOPER, IN ADDITION o TO DEVELOPER'S RETENTION OF THE DEVELOPER DEPOSIT IN ESCROW, IN a THE EVENT OF A CLOSING DEFAULT BY CITY, SHALL BE THE SOLE AND w EXCLUSIVE REMEDY OF THE NON -DEFAULTING PARTY AGAINST THE DEFAULTING PARTY IN THE EVENT OF A CLOSING DEFAULT, AND THE NON -DEFAULTING PARTY WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST THE DEFAULTING PARTY ON ACCOUNT OF A CLOSING co DEFAULT, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE AND z MONETARY DAMAGES. THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN IS Y NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF a SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO a CONSTITUTE LIQUIDATED DAMAGES TO THE NON -DEFAULTING PARTY a PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. CITY AND DEVELOPER WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE w SECTION 3389. BY PLACING ITS INITIALS BELOW, DEVELOPER AND CITY Z SPECIFICALLY CONFIRM THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE o CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. co N r INITIALS: V Y CITY DEVELOPER 5.2.4 Acceptance of Service of Process. In the event that any legal action is commenced by Developer against City, service of process on City shall be made by personal service upon the City Clerk of City or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Developer, service of process on Developer shall be made in any manner as may be provided by law. 5.3 Termination. In addition to the termination of this Agreement provided for under Sections 2.7, 2.9, 2.14 and 3.1 above, this Agreement may be terminated: (i) if there is an uncured Default, after Notice from the party not in default and expiration of all cure periods, (ii) if there is a failure of the Joint Condition Precedent, or (iii) if there is a failure of an express Developer Condition Precedent or City Condition Precedent (which is not waived by the party whom the condition benefits) by timely Notice from the Party whom the condition benefits. If requested by City, upon termination of this Agreement, Developer shall promptly execute and deliver to City a Quitclaim Deed, in recordable form, as to the Parking Property. Upon termination of this Agreement due to failure of the Joint Condition Precedent or by City or Developer pursuant to Sections 2.9, 2.14, or 3.1, Developer shall be entitled to a refund of the Developer Deposit and neither Party shall have any further liability, OAK #4811-4254-6220 v4 29 Packet Pg. 182 14.b claim or obligation to the other. Accordingly, by initialing in the space provided below, as of the Date of Agreement, the Parties expressly waive and release each other from any and all manner of Claims or other compensation whatsoever, in law or equity, of whatever kind or nature, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent, now existing or which may in the future arise, including but not limited to claims for specific performance, equitable estoppel, lost business opportunities or economic advantage, and any and all form of damages such as compensatory, special, consequential or punitive, as a result of failure of the Joint Condition Precedent or City or Developer terminating this Agreement as provided by Sections 2.9, 2.14, or 3.1, specifically including any and all rights under California Civil Code Section 1542, which provides: "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." INITIALS: DEVELOPER CITY 5.4 Rights and Remedies Are Cumulative. Except as specified otherwise in this o Agreement, the rights and remedies of the Parties are cumulative, and the exercise by o either Party of one or more of such rights or remedies shall not preclude the exercise by it, o at the same or different times, of any other rights or remedies for the same default or any other default by the other Party, except as otherwise expressly provided herein. U) 5.5 Inaction Not a Waiver of Default. Except as specified otherwise in the Agreement, any failures or delays by either Party in asserting any of its rights and w remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such Party of its right to institute and maintain any a actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 6. GENERAL PROVISIONS. 6.1 Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either Party may desire to give to the other Party under this Agreement must be in writing and shall be given by certified mail, return receipt requested and postage prepaid, personal delivery, or reputable overnight courier (but not by facsimile or email), to the Party to whom the Notice is directed at the address of the Party as set forth below, or at any other address as that Party may later designate by Notice. To City: City of Santa Clarita Office of the City Manager 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 OAK #4811-4254-6220 v4 30 Packet Pg. 183 14.b Attention: Kenneth W. Striplin, City Manager With a copy to: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Thomas Cole, Director of Community Development and: City of Santa Clarita Office of the City Attorney 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Joseph Montes, City Attorney To Developer: Serrano Development Group 500 North Brand Boulevard, Suite 2120 Glendale, CA 91203 Attention: Jason Tolleson, Principal With a copy to: Pacific Coast Housing Development, LLC o 24233 Creekside Road o Santa Clarita, CA 91355 0 Attention: Jeffrey W. Paul M N 7 Any Notice shall be deemed received on the date of delivery if delivered by personal service, on the date of delivery or refused delivery as shown by the return receipt if sent by certified mail, and on the date of delivery or refused delivery as shown by the records of the overnight courier if sent via nationally recognized overnight courier. Notices sent by a Party's attorney on behalf of such Party shall be deemed delivered by such Party. 6.2 Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to causes beyond the control or without the fault of the Party claiming an extension of time to perform, which may include the following: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; environmental conditions, pre-existing or discovered, delaying the construction or development of the Mixed Use Project or Parking Project, or any portion thereof; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; acts or omissions of the other Party; or acts or failures to act of the City or any other public or governmental agency or entity when the delay is not primarily caused by the actions of Developer or City and/or their agents or consultants through the submission of patently substandard plans, OAK #4811-4254-6220 v4 31 Packet Pg. 184 14.b specifications or other documents (other than the acts or failures to act of the City which shall not excuse performance by the City) (each a "Force Majeure Delay"). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if Notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause. If Notice is sent after such 30 day period, then the extension shall commence to run no sooner than 30 days prior to the giving of such Notice. Any notice claiming an extension of time for an alleged Force Majeure Delay shall be supported by reliable information and documentation provided as part of the Notice; further, the Party claiming the extension of time shall regularly update the other Party, no less frequently than once every thirty (30) days, as to the continued justification of the alleged Force Majeure Delay, supported by reliable information and documentation. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Developer. Notwithstanding any provision of this Agreement to the contrary, the lack of funding to commence and/or complete the Old Town Newhall Mixed Use Project shall not constitute grounds of enforced delay pursuant to this Section 6.2. Times of performance under this Agreement may also be extended in writing by the City and Developer as agreed to in the sole discretion of each Party ("Agreed o Extension of Performance"). The City Manager may agree to no more than a o cumulative total of one hundred eighty (180) calendar days extension of time for o performance under this Agreement as an Agreed Extension of Performance. In no event shall one or more Force Majeure Delays or Agreed Extensions of Performance extend the Lo Outside Date for Closing by more than one hundred eighty (180) calendar days. The r foregoing notwithstanding, the Outside Date for Closing of the Easement Exchange shall be extended by the City Manager to the same extent the "Outside Date" for "Closing" of "w the Mixed Use Property is extended due to an "Environmental Force Majeure Delay" in accordance with, and as those terms are defined in, the PSA between the Developer and w Successor Agency. 6.3 Successors and Assigns. Subject to the restrictions on Developer transfers set forth in Section 1.3 above, all of the terms, covenants and conditions of this Agreement shall be binding upon Developer and City and their respective successors and assigns. Whenever the term "Developer" is used in this Agreement, such term shall include any permitted successors and assigns as herein provided. 6.4 Relationship Between City and Developer. It is hereby acknowledged that the relationship between City and Developer is not that of a partnership or joint venture and that City and Developer shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the exhibits hereto, the City shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Old Town Newhall Mixed Use Project, and the Developer shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Parking Project. OAK #4811-4254-6220 v4 32 Packet Pg. 185 14.b 6.5 City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise or the context requires otherwise. 6.6 Counterparts. This Agreement may be signed in multiple counterparts, each of which shall be deemed to be an original. 6.7 Integration. This Agreement, including the exhibits hereto, and the other Project Agreements contain the entire understanding between the Parties relating to the transactions contemplated by this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, other than the other Project Agreements, are merged in this Agreement and shall be of no further force or effect. Each Party is entering this Agreement based solely upon the representations set forth herein and upon each Party's own independent investigation of any and all facts such Party deems material. 6.8 Brokerage Commissions. City and Developer each represents to the other that it has not engaged the services of any finder or broker and that it is not liable for any z real estate commissions, broker's fees, or finder's fees which may accrue by means of the Z conveyance of the Easement Exchange as described in this Agreement, or the o negotiation and execution of this Agreement. Each Party shall indemnify, defend, protect o and hold the other Party harmless from any and all Claims based upon any assertion that o such commissions or fees are allegedly due from the party making such representations. M N 6.9 Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. References to section numbers are to sections in this Agreement, unless w expressly stated otherwise. References to specific section numbers shall include all subsections which follow the referenced section. a 6.10 Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The words "include" and "including" shall be construed as if followed by the words "without limitation." The Parties acknowledge that each Party and his, her or its counsel have reviewed and revised this Agreement and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any document executed and delivered by either Party in connection with this Agreement. 6.11 Modifications. Any alteration, change or modification of or to this Agreement or the Project Agreements in order to become effective, shall be made in writing and in each instance signed on behalf of each Party. City, acting by and though its City Manager upon the approval of the City Attorney, may approve alterations, changes or modifications to this Agreement and the Project Agreements without further approval of the City Council as may be requested by Developer's construction lender or lenders, or as otherwise agreed to by the Parties, provided such alterations, changes or modifications OAK #4811-4254-6220 v4 33 Packet Pg. 186 14.b do not materially increase or decrease the legal, equitable or financial obligations or rights of the City hereunder, or decrease the amount of the Purchase Price. 6.12 Severability. If any term, provision, condition or covenant of this Agreement or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 6.13 Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day, and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specified in Sections 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. 6.14 Legal Advice. Each Party represents and warrants to the other the w following: they have carefully read this Agreement, and in signing this Agreement, they z do so with full knowledge of any right which they may have; they have received Z independent legal advice from their respective legal counsel as to the matters set forth in o this Agreement, or have knowingly chosen not to consult legal counsel as to the matters o set forth in this Agreement; and, they have freely signed this Agreement without any o reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. y 6.15 Time of Essence. Time is expressly made of the essence with respect to the performance by City and Developer of each and every obligation and condition of this Agreement. 6.16 Cooperation. Each Party agrees to cooperate with the other in this transaction and, in that regard, shall execute any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement. 6.17 Conflicts of Interest. No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. 6.18 Time for Acceptance of Agreement by City. This Agreement, when executed by Developer and delivered to City, must be authorized, executed and delivered by City on or before ninety (90) days after signing and delivery of this Agreement by Developer or this Agreement shall be void, except to the extent that Developer shall consent in writing to a further extension of time for the authorization, execution and OAK #4811-4254-6220 v4 34 Packet Pg. 187 14.b delivery of this Agreement. Developer hereby acknowledges that the authorization, execution and delivery of this Agreement by City, requires the approval of the City Council. 6.19 Developer's Indemnity. Except for the gross negligence or willful misconduct of the City or City Parties (collectively "City Indemnitees"), Developer shall indemnify (with one (1) counsel reasonably acceptable to the City, unless there is a conflict of interest by, among or between any of the City Indemnitees, whether individuals or entities in which case separate counsel shall be provided by Developer for each such City Indemnitee to the extent such separate counsel is authorized, approved and funded by Developer's insurance carrier) the City Indemnitees from and against any and all liabilities, obligations, losses, damages, deficiencies, fines, penalties, costs and other expenses, including reasonable attorneys' fees and court costs, excluding criminal liabilities and workers compensation claims attributable to the City Indemnitees (collectively, "Developer Liabilities") which result from the performance of this Agreement by Developer, excepting those liabilities which are caused by (i) City Indemnitees' (or any of them) gross negligence or willful misconduct, or (ii) any litigation related to the validity of this Agreement or Project Approvals. City Indemnitees agrees to work with Developer to discuss and effectuate settlement of any litigation hereunder where it is in the Parties' best interests to do so. o City Indemnitees and Developer shall each have the right to request that any case be o handled through an alternative dispute resolution process. The City Indemnitees and o Developer agree to fully cooperate with one another in any case where no conflict of interest between the parties is apparent. Without limiting the generality of the foregoing, Developer specifically agrees to indemnify, defend and hold harmless the City r Indemnitees from any Liabilities resulting from Developer's failure to comply with Applicable Laws. w The duty to defend is a separate and distinct obligation from the Developer's duty to indemnify. The Developer shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with one (1) counsel reasonably acceptable to the City Indemnitees, unless there is a conflict of interest by, among or between any of the City Indemnitees, whether individuals or entities in which case separate counsel shall be provided by Developer for each such City Indemnitee immediately upon tender to Developer of the claim in any form or at any stage of an action or proceeding, whether or not liability is established to the extent such separate counsel is authorized, approved and funded by Developer's insurance carrier. An allegation or determination of comparative negligence or willful misconduct by a City Indemnitee does not relieve the Developer from its separate and distinct obligation to defend the City Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if Developer asserts that liability is caused in whole or in part by the gross negligence or willful misconduct of the City Indemnitees or any of them to the extent such separate counsel is authorized, approved and funded by Developer's insurance carrier. If it is finally adjudicated that liability was caused by the active negligence or willful misconduct of a City Indemnitee, Developer may submit a claim to the City for reimbursement of OAK #4811-4254-6220 v4 35 Packet Pg. 188 14.b reasonable attorneys' fees and defense costs. This Section survives completion or the termination of this Agreement. The provisions of this Section are not limited by and do not affect the provisions of this Agreement relating to insurance. 6.20 City's Indemnity. Except for the gross negligence or willful misconduct of the Developer or Developer Parties (collectively "Developer Indemnitees"), City shall indemnify (with one (1) counsel reasonably acceptable to the Developer, unless there is a conflict of interest by, among or between any of the Developer Indemnitees, whether individuals or entities in which case separate counsel shall be provided by City for each such Developer Indemnitee to the extent such separate counsel is authorized, approved and funded by City's insurance carrier) the Developer Indemnitees from and against any and all liabilities, obligations, losses, damages, deficiencies, fines, penalties, costs and other expenses, including reasonable attorneys' fees and court costs, excluding criminal liabilities and workers compensation claims attributable to the Developer Indemnitees (collectively, "City Liabilities") which result from the performance of this Agreement by City, excepting those liabilities which are caused by (i) Developer Indemnitees' (or any of them) gross negligence or willful misconduct, or (ii) any litigation related to the validity of this Agreement or Project Approvals. Developer Indemnitees agree to work with City to discuss and effectuate settlement of any litigation hereunder where it is in the Parties' best interests to do so. o Developer Indemnitees and City shall each have the right to request that any case be o handled through an alternative dispute resolution process. The Developer Indemnitees o and City agree to fully cooperate with one another in any case where no conflict of interest between the parties is apparent. Without limiting the generality of the foregoing, City specifically agrees to indemnify, defend and hold harmless the Developer Indemnitees r from any Liabilities resulting from City's failure to comply with Applicable Laws. a The duty to defend is a separate and distinct obligation from the City's duty to indemnify. The City shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with one (1) counsel reasonably acceptable to the Developer Indemnities, unless there is a conflict of interest by, among or between any of the Developer Indemnitees, whether individuals or entities in which case separate counsel shall be provided by City for each such Developer Indemnitee immediately upon tender to City of the claim in any form or at any stage of an action or proceeding, whether or not liability is established to the extent such separate counsel is authorized, approved and funded by City's insurance carrier. An allegation or determination of comparative negligence or willful misconduct by a Developer Indemnitee does not relieve the City from its separate and distinct obligation to defend the Developer Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if City asserts that liability is caused in whole or in part by the gross negligence or willful misconduct of the Developer Indemnitees or any of them to the extent such separate counsel is authorized, approved and funded by City's insurance carrier. If it is finally adjudicated that liability was caused by the active negligence or willful misconduct of a Developer Indemnitee, City may submit a claim to the Developer for reimbursement of reasonable attorneys' fees and defense costs. This Section survives completion or the OAK #4811-4254-6220 v4 36 Packet Pg. 189 14.b termination of this Agreement. The provisions of this Section are not limited by and do not affect the provisions of this Agreement relating to insurance. 6.21 Cooperation in the Event of Legal Challenge to Project Approvals. The Parties may cooperate in the defense of any court action or proceeding instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement or the City's initial approval of this Agreement or any of the Project Approvals ("Initial Litigation Challenge"), and the Parties shall keep each other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. The foregoing notwithstanding, the City may choose not to defend any such proceeding challenging the validity of any provision of this Agreement or the City's initial approval of this Agreement or any of the Project Approvals. 6.21.1 Meet and Confer. If an Initial Litigation Challenge is filed, upon a receipt of the complaint, the Parties will have 20 days to meet and confer regarding the merits of such Initial Litigation Challenge and to determine whether to defend against the = Initial Litigation Challenge, which period may be extended by the Parties' mutual w agreement so long as it does not impact any litigation deadlines. The City and Developer Z mutually commit to meet all required litigation timelines and deadlines. The Parties may enter a joint defense agreement, which will include among other things, provisions o regarding confidentiality. The City Manager is authorized to negotiate and enter such o joint defense agreement in a form acceptable to the City Attorney. Such joint defense o agreement shall also provide that any proposed settlement of an Initial Litigation Challenge shall be subject to City's and Developer's approval, each in its reasonable discretion. If the terms of the proposed settlement would constitute an amendment or r modification of this Agreement, the settlement shall not become effective unless such w amendment or modification is approved by Developer, and by City in accordance with w Applicable Laws, and City reserves its full legislative discretion with respect thereto. 0, 6.22 Non -liability of Officials and Employees of City. No member, official or employee of City shall be personally liable to Developer, or any successor in interest, in the event of any Default or breach by City or for any amount which may become due to Developer or its successors, or on any obligations under the terms of this Agreement. Developer hereby waives and releases any claim it may have against the individual members, officials or employees of City with respect to any Default or breach by City or for any amount which may become due to Developer or its successors under the terms of this Agreement. 6.23 Legal Fees. If any Party to this Agreement brings any action or suit against another Party regarding any matter relating to or arising out of this Agreement, then all Parties shall bear their own fees, costs and expenses incurred therein, including any and all attorneys' fees. 6.24 Applicable Law; Venue. The laws of the State of California, without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Agreement. The exclusive venue for any disputes or legal actions shall be the Superior OAK #4811-4254-6220 v4 37 Packet Pg. 190 14.b Court of California in and for the County of Los Angeles or the United States District Court, Central District of California. 6.25 Survival. The Parties' indemnification obligations under Sections 4.3, 6.8 and 6.19 shall survive termination of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. CITY: CITY OF SANTA CLARITA, a California municipal corporation By. a J a Kenneth W. Striplin, City Manager x APPROVED AS TO FORM: w z z By: o 0 Joseph Montes, City Attorney o ATTEST: r U) By: Y E , City Clerk DEVELOPER: OLD TOWN-MAIN,LLC, a California limited liability company 0 Jeffrey W. Paul, Its Manager OAK #4811-4254-6220 v4 38 Packet Pg. 191 EXHIBIT "A" 14.b LEGAL DESCRIPTION CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. LLA 16-00003 IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA LOT 1: THAT PORTION OF BLOCK 16, TOWN OF NEWHALL, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 53 PAGES 21 AND 22 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST NORTHERLY CORNER OF SAID BLOCK 16; THENCE SOUTHWESTERLY ALONG THE NORTHWESTERLY LINE OF SAID BLOCK SOUTH 570 28'34" WEST 86.00 FEET TO THE POINT OF BEGINNING; THENCE LEAVING SAID NORTHWESTERLY LINE SOUTH 320 30' 14" EAST 149.11 FEET; THENCE NORTH 57'29'46" EAST 86.00 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID BLOCK 16, SAID POINT BEING 149.14 FEET FROM THE SAID MOST NORTHERLY CORNER OF SAID BLOCK 16; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF SAID BLOCK SOUTH 320 30'14" EAST 20.83 FEET TO A POINT ON SAID NORTHEASTERLY LINE BEING 130.00 FEET NORTHERLY OF THE MOST EASTERLY CORNER OF SAID BLOCK 16; THENCE LEAVING SAID NORTHEASTERLY LINE SOUTH 570 27'41" WEST 193.00 FEET; THENCE SOUTH 320 32' 19" EAST-130.00:FEET TO THE SOUTHEASTERLY LINE OF SAID BLOCK 16; THENCE ALONG SAID SOUTHEASTERLY LINE SOUTH 570 27'41" WEST 77.33 FEET TO THE SOUTHWESTERLY LINE OF SAID BLOCK 16; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE NORTH 320 33' 15" WEST 50.01 FEET TO THE NORTHWESTERLY LINE OF LOT 14 OF SAID BLOCK 16; THENCE ALONG SAID NORTHWESTERLY LINE NORTH 570 27'56" EAST 20.00 FEET TO THE NORTHEASTERLY LINE OF MAIN STREET, SAID LINE BEING PARALLEL TO AND 20.00 FEET NORTHEASTERLY OF THE SOUTHWESTERLY LINE OF SAID BLOCK 16; SAID LINE ALSO BEING THE NORTHEASTERLY LINE OF THE PROPERTY DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 13340 PAGE 180 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE SAID NORTHEASTERLY LINE OF LAND DESCRIBED IN BOOK 13340 PAGE 180 THE FOLLOWING TWO COURSE; NORTH 320 33' 15" WEST 125.08 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 360.00 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 180 42'46" A DISTANCE OF 117.58 FEET TO THE SOUTHEASTERLY LINE OF PARCEL 12-9 AS DESCRIBED IN INSTRUMENT NO. 4111 RECORDED DECEMBER 17, 1971 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHEASTERLY LINE, NON -TANGENT TO SAID CURVE NORTH 13° 40' 22" EAST 13.63 FEET TO THE NORTHWESTERLY LINE OF SAID BLOCK 16; THENCE ALONG SAID NORTHWESTERLY LINE NORTH 570 28'34" EAST 135.64 FEET TO THE POINT OF BEGINNING THE ABOVE DESCRIBED PARCEL IS HEREINAFTER TO BE KNOWN AS LOT 1 OF THIS CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT; BEING A SINGLE LOT CONTAINING 0.86 ACRES OF LAND, MORE OR LESS, IN CONFORMANCE WITH SECTION 66412(D) OF THE SUBDIVISION MAP ACT. PAGE 1 OF 3 Packet Pg. 192 EXHIBIT "A" LEGAL DESCRIPTION (CONTINUED) LOT 2: 14.b THAT PORTION OF BLOCK 16, TOWN OF NEWHALL, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 53 PAGES 21 AND 22 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST NORTHERLY CORNER OF SAID BLOCK 16; THENCE SOUTHWESTERLY ALONG THE NORTHWESTERLY LINE OF SAID BLOCK SOUTH 570 28'34" WEST 86.00 FEET TO THE POINT OF BEGINNING; THENCE LEAVING SAID NORTHWESTERLY LINE SOUTH 320 30' 14" EAST 149.11 FEET; THENCE NORTH 570 29'46" EAST 86.00 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID BLOCK 16, SAID POINT BEING 149.14 FEET FROM THE SAID MOST NORTHERLY CORNER OF SAID BLOCK 16; THENCE NORTH 32° 30' 14" WEST 132.14 FEET TO THE SOUTHWESTERLY LINE OF PARCEL 12-10 AS DESCRIBED IN INSTRUMENT NO. 4111 RECORDED DECEMBER 17, 1971 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE NORTH 770 30'50" WEST 24.04 FEET TO THE NORTHWESTERLY LINE OF SAID BLOCK; THENCE SOUTH 570 28'34" WEST 69.00 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL IS HEREINAFTER TO BE KNOWN AS LOT 2 OF THIS CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT; BEING A SINGLE LOT CONTAINING 0.29 ACRES OF LAND, MORE OR LESS, IN CONFORMANCE WITH SECTION 66412(D) OF THE SUBDIVISION MAP ACT. LOT 3: THAT PORTION OF BLOCK 16, TOWN OF NEWHALL, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 53 PAGES 21 AND 22 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST NORTHERLY CORNER OF SAID BLOCK 16; THENCE SOUTHWESTERLY ALONG THE NORTHWESTERLY LINE OF SAID BLOCK SOUTH 570 28'34" WEST 86.00 FEET; THENCE LEAVING SAID NORTHWESTERLY LINE SOUTH 320 30' 14" EAST 149.11 FEET; THENCE NORTH 57° 29' 46" EAST 86.00 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID BLOCK 16, SAID POINT BEING 149.14 FEET FROM THE SAID MOST NORTHERLY CORNER OF SAID BLOCK 16; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF SAID BLOCK SOUTH 320 30'14" EAST 20.83 FEET TO A POINT ON SAID NORTHEASTERLY LINE BEING 130.00 FEET NORTHERLY OF THE MOST EASTERLY CORNER OF SAID BLOCK 16 SAID POINT BEING THE POINT OF BEGINNING; THENCE LEAVING SAID NORTHEASTERLY LINE SOUTH 57° 27' 41" WEST 193.00 FEET; THENCE SOUTH 320 32' 19" EAST 130.00 FEET TO THE SOUTHEASTERLY LINE OF SAID BLOCK 16; THENCE NORTH 570 27'41" EAST 163.94 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 29.00 FEET; SAID CURVE BEING THE WESTERLY ARC OF THE LAND GRANTED TO THE CITY OF SANTA CLARITA, IN PAGE 2 OF 3 Packet Pg. 193 EXHIBIT "A" LEGAL DESCRIPTION (CONTINUED) 14.b DEED RECORDED OCTOBER 17, 1997 AS INSTRUMENT NO. 97-1636116 OF OFFICIAL RECORDS; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 890 57'55" A DISTANCE OF 45.54 FEET TO THE SAID NORTHEASTERLY LINE OF SAID BLOCK 16; THENCE ALONG THE NORTHEASTERLY LINE OF SAID BLOCK 16 NORTH 32° 30' 14" WEST 101.01 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL IS HEREINAFTER TO BE KNOWN AS LOT 3 OF THIS CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT; BEING A SINGLE LOT CONTAINING 0.57 ACRES OF LAND, MORE OR LESS, IN CONFORMANCE WITH SECTION 66412(D) OF THE SUBDIVISION MAP ACT. 9G BE RD K. MAYER 9 * No. 7319 PAGE 3 OF 3 Packet Pg. 194 EXHIBIT B CONCEPTUAL PROJECT PLANS OLD TOWN NEWHALL MIXED USE PROJECT LEO6L AVCUk\I.I.E. 12 ARCNR UREOUIIEU IFIEFPER UNT.AAWITSI 922KWPRXU ONEGRACERMUCCED —r - WDfOR SOREMIUNSP S SU'WwmNCQTF HOHIEUTATCAPE Uxs MI ALEAST II BEM'EENffsAHeOM 'COURIYARENCKNfD1EAC17AESTORIENTARING 9I-1'bW IA, A. WE h PETPLP .1 ... E- CTS POSTER. SEE USITE SE TiFBOGER -UDR SPACES PNUVIUED - STEN -B 5 5 GRACE PEIIi PACLSPEP UNITflEOUWR WRflFJUBIIUt PUOLC APP. EX.RSUIE 11,°LAZA ¢ ,li - LOCATED WR EASY ACCEAREL Y WR GAME NIU HUSH TRUCKS EEROIR NFM ME• --- ------ r-� _ - NCWOE FACILITES MR CRUE, WAKE, PADNG, WASH PERCENT ®RENT.IO.E PEQBI.E.. e _ DEfAIL0 - SPACE FCO z DELIVERY VAN SPACES -12'x20' PARKING f BUS ROPREDUREEFXT L $PARKING F ON RSTEOUNOLMNE AVE ARROW 1)0' FROM MAN AFFECT 1 1 ) ✓ �E ensNm14 t? e i T SITE PLAN IXO,oXNNEWXOLLSPWIIIL""" NEWHALL Conceptual urban„studio 01 WHA OLD TDWNMIXED-USE Design ®.r SANTA CUPITS, CA v OAK #4811-4254-6220 v4 Exhibit B-1 '14.b Z-\ Packet Pg. '195 }� ZONING INFORMATION URUXX E®RXSUCIigE. 1001111E"NlEWp9UIlUIXXI17E SECRET HEIR SITE .. I.AR EIECIEIE IW I.XSII 95 M. WIG 9IN UC ZONE MM ALLOWE➢ BY MIXED USE ONOWANCE �55'AND AREA'Of MI ABOUND EIWB FORNMET CONOIIIONALUK PERMIT NEOUYEO SERXEXS XE STEW IXE➢XE INDEED SEA EW W EXT CODE 5'MAMMUM-FBONTSEIBAC" 5'MAYJMUM- SIDE STREET SETBACK DECREED FEAR SETBACK LEO6L AVCUk\I.I.E. 12 ARCNR UREOUIIEU IFIEFPER UNT.AAWITSI 922KWPRXU ONEGRACERMUCCED —r - WDfOR SOREMIUNSP S SU'WwmNCQTF HOHIEUTATCAPE Uxs MI ALEAST II BEM'EENffsAHeOM 'COURIYARENCKNfD1EAC17AESTORIENTARING 9I-1'bW IA, A. WE h PETPLP .1 ... E- CTS POSTER. SEE USITE SE TiFBOGER -UDR SPACES PNUVIUED - STEN -B 5 5 GRACE PEIIi PACLSPEP UNITflEOUWR WRflFJUBIIUt PUOLC APP. EX.RSUIE 11,°LAZA ¢ ,li - LOCATED WR EASY ACCEAREL Y WR GAME NIU HUSH TRUCKS EEROIR NFM ME• --- ------ r-� _ - NCWOE FACILITES MR CRUE, WAKE, PADNG, WASH PERCENT ®RENT.IO.E PEQBI.E.. e _ DEfAIL0 - SPACE FCO z DELIVERY VAN SPACES -12'x20' PARKING f BUS ROPREDUREEFXT L $PARKING F ON RSTEOUNOLMNE AVE ARROW 1)0' FROM MAN AFFECT 1 1 ) ✓ �E ensNm14 t? e i T SITE PLAN IXO,oXNNEWXOLLSPWIIIL""" NEWHALL Conceptual urban„studio 01 WHA OLD TDWNMIXED-USE Design ®.r SANTA CUPITS, CA v OAK #4811-4254-6220 v4 Exhibit B-1 '14.b Z-\ Packet Pg. '195 LEVEL 5 r _- LEVEL 4 w NM! r_ ;� II�L- � LEVEL 2 �.� NEWHALL Ole tOWN MI%ED-e5E SPNiALAFIiA CA OAK #4811-4254-6220 v4 '14.6 BUILDING INFORMATION • w W WYYxuxmn. xoaxe ar WUY. xesa vnanu - TI 1Soxv5iw.35mus5a5xnu zsmwfsmurzfl asicxususmfxnu � •Gf9Y3111LL WYYMI 'GEWI WYYMI YYI WYYGIIx PfiNLSACfP IL)t0S Mf BO. fi i flfiPIL5PAS0 80355 IINRA iSll& B145F 3 ffi61]SiUfH I1XR0 1®/I BP 0955 A •nFIRI WYYWI IIXRC xW, SW®P 1]p2S x3 IxfPlffl LfVfll 10]t0S ONxf 3&U[BP 13115 Ix IxfPRfl LfVftx 9A55 w �_ 195&1SiNN uYlcoW! I iuo zuo,oa So roru 1fx1z 3 G a 1] lfSl3 a u e u 1fYu 3 6 3 1z lfNls 1 s I 1 roru n za Iz w RtlIFI1WLfYYGG • W vwWc svAcfs afloNuofmmuxrzs p ea afxuxm • 1 sSPcfsNxn Scurzo Exhibit B-2 z i GROUND FLOOR G�.i Conceptual urban studio 04 oesfgn WHA - - - .,�, Packet Pg. '196 - TI � w� .-y. o o �. .� �_ I GROUND FLOOR G�.i Conceptual urban studio 04 oesfgn WHA - - - .,�, Packet Pg. '196 SUBTEPflANFAN GARAGE PLAN PARKING INFORMATION Xfi ZaEXFp�la1EXIQ • B65i.VLSPXWIpfpQd55PPGf0/pXli-<6pXR0J • E9 ai.VLSXfWIPEO XSSPACfS/pXRPEWNipI IYXYGi1WSXMYB • essiA,lsmiu •6)MFAp IXSIAWS zXFNgCMRpaiNLS SY19 CIIXID MNXItlILL L'mE P51 M0 PIIIXXI6 EIIXX11106 PfPCWE ]➢4PNIi PW]NpW SiANpAPp SipLL9iE 9'CIB' iTXLL<' 9%I6' iANpfM51Al1alII. ITXPB' 9.6'%az' ITX W' pBlw AlsLf wpm. zs'-p� z6'-IB� za-6� xAMPwlpw x6's m'-1 o' z6'-6. ofwfixpnule Ip6 Mu zRMAx nss MA% Ipsinls Izsiuls Izsruls IYXKX6EWIYGiXk] ONE BENflpCMpNRa. �SIXNUNU XE!D-IX �X• THUBfplppM pNRa. tigNpfM 51ALL0 m zXFA6NSTNLS �. i�wapmgmLl urvw. zxfARxsiws 191V6fALL- I BEMN31NL1 EIIELOEFY nc[mE sxP[E JIBfp .I 1 EIEIELE VPxxlnc nEOuw[mEM} - pO R_PC/CAv59�61RMCE61 f6EL EFFIn[xi cExlaExPxxuu'gf OXIXEMEXi n[wrca6lgi _ .2JOINPN Pp0. Vpl4 E%NF EB EOLLO=] S]LLLi PXEJfCI6NALINCWXf Ail]AA 1111£VEL2 FIICIPICYfXICIi CNAXGfP51PEflppC EfWGX I1 E3pAL ANp MNWFp ACC(P➢INGLY • fY � fUft EFFILIEIRiFYL GFINME E+T'MIX FEPACCESSIBI£SiILLS R10.BY LIIIYEY6V •pfP➢fXp ARLfS XOIOXGfPiXA41XPNtlIXIG SPACf51X1EN61X 1100) °a �o p o � p kkkkkk �* ttflC11 PRRNING ttPICALTXNOEM STgLLBgY PgPI(ING 9igLL BAY NEWHALL Conceptual Y urban studio OLO 1owN MIZEO-uSE Desige VVI I!1-...-,>�.�........�.c 05 SANTA CLAFITA CA OAK #4811-4254-6220 v4 Exhibit B-3 '14.6 Packet Pg. '197 S SERRANO .�_�R A. n�L.��4 �� S SERRANO � -tea a ,�yj R a 5 $ •''I' � •. �� N � � ' �'�.. � � � ��� � �� S SERRANO _ ` • `��" ,� ,� s EXHIBIT C EASEMENT DEED OAK #4811-4254-6220 v4 Exhibit C 14.b r M N 7 Packet Pg. 201 RECORDED AT THE REQUEST OF: WHEN RECORDED RETURN TO: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Thomas Cole, Director of Community Development Exempt From Recording Fees Per Government Code .¢.¢6103, 27383 Space Above This Line For Recorder's Use DEED OF EASEMENT EXCHANGE AND MAINTENANCE AGREEMENT PARTIES: This Deed of Easement Exchange and Maintenance Agreement ("Agreement") is made as of , 20 , by and between CITY OF SANTA CLARITA, a California municipal corporation ("City"), and OLD TOWN -MAIN, LLC, a California limited liability company ("Developer"). City and Developer are sometimes referred to herein individually as "Party" or collectively as the "Parties". 2. FACTS: 2.1. OWNERSHIP OF PARKING PROPERTY AND MIXED USE PROPERTY: City owns fee title to that certain real property located in the City of Santa Clarita, County of Los Angeles, California, more particularly described in the legal description attached hereto as Exhibit "A" and incorporated herein by this reference ("Parking Property'). Developer owns fee title to that certain real property located in the City of Santa Clarita, County of Los Angeles, California, more particularly described in the legal description attached hereto as Exhibit "B" and incorporated herein by this reference ("Mixed Use Property"). 2.2 MIXED USE PROPERTY EASEMENTS TO DEVELOPER: City desires to grant to Developer a Right of Way Easement to Access Mixed Use Property ("Access Easement") and an Easement for Maintenance and Access to Utilities ("Reciprocal Maintenance Easement"). The Access Easement and Reciprocal Maintenance Easement are sometimes referred to collectively herein as the "Mixed Use Property Easements". The specific Mixed Use Property Easements granted by and through this Agreement are set forth in Section 5. The Mixed Use Property Easements granted to Developer are appurtenant to the Mixed Use Property. 2.3 PARKING PROPERTY EASEMENTS TO CITY: Developer desires to grant to City a Fagade Encroachment Easement ("Fagade Easement"), a No Build Easement ("No Build Easement"), an Easement for Maintenance and Access to Utilities ("Reciprocal Maintenance Easement"), and a Transformer Easement ("Transformer OAK #4836-1737-3228 v4 02012-1099 14.b r N 7 Packet Pg. 202 14.b Easement'). The Fagade Easement, No Build Easement, Reciprocal Maintenance o Easement and Transformer Easement are sometimes referred to collectively herein as N the "Parking Property Easements". The specific Parking Property Easements granted F by and through this Agreement are set forth in Section 5. The Parking Property w Easements granted to City are appurtenant to the Parking Property. o W 2.4 EASEMENTS: The Mixed Use Property Easements and Parking Property a Easements are sometimes referred to collectively herein as the "Easements". The Ld Easement Areas subject to the Easements are depicted on the Mixed Use Project and Parking Project Easements Plan ("Easements Plan"), attached hereto as Exhibit "C" and incorporated herein by this reference. N t� 3. DEFINITIONS: z Y K 3.1. ACCESS EASEMENT: The term "Access Easement' is defined in Section a 5.2 (a). a 3.2 ACCESS EASEMENT AREA: The term "Access Easement Area" is defined in Section 5.2 (a) and depicted in the Easements Plan. z 3.3. CASUALTY: The term "Casualty" is defined in Section 8.5. z o 0 3.4. CITY: The term "City" shall mean the City of Santa Clarita, a California municipal corporation, which will own the Parking Property, or its successors or assigns. o 3.5. CITY INSURANCE: The term "City Insurance" is defined in Section 8.1. r Lo 3.6. CITY PARKING GARAGE: The term "City Parking Garage" is defined in Section 4.1. 3.7. CITY PARKING SPACES: The term "City Parking Spaces" shall mean the approximately three hundred seventy four (374) parking spaces in the City Parking Garage constructed on the Parking Property. 3.8. DEVELOPER INSURANCE: The term "Developer Insurance" is defined in Section 8.2. 3.9. EASEMENT AREAS: The term "Easement Areas" shall mean the Access Easement Area, Fagade Easement Area, No Build Easement Area, Reciprocal Maintenance Easement Area, and Transformer Easement Area subject to the Easements granted by this Agreement and depicted in the Easements Plan. 3.10. EASEMENTS: The term "Easements" shall mean the Mixed Use Property Easements and Parking Property Easements. 3.11. EASEMENTS PLAN: The term "Easements Plan" shall mean that certain Mixed Use Project and Parking Project Easements Plan attached hereto as Exhibit "C" and incorporated herein by this reference. OAK #4836-1737-3228 v4 -2- 02012-1099 Packet Pg. 203 14.b 3.12. FACADE EASEMENT: The term "Fagade Easement" is defined in Section 5.2 (b). LL 3.13. FACADE EASEMENT AREA: The term "Fagade Easement Area" is defined w in Section 5.2 (b), more particularly described in the legal description attached hereto as 0 Exhibit "D" and incorporated herein by this reference, and depicted in the Easements a Plan. w o! 3.14. GROUND FLOOR PARKING LEVEL: The term "Ground Floor Parking Level" shall mean the floor of the City Parking Garage providing access to the public right -of- F way and located immediately above the Subterranean Parking Level of the City Parking N Garage. 0 3.15. MIXED USE DEVELOPMENT: The term "Mixed Use Development" is defined Y a in Section 4.1 below. a J J 3.16. MIXED USE PARKING SPACES: The term "Mixed Use Parking Spaces" _ shall mean the approximately eighty five (85) parking spaces in the subterranean w parking garage on the Mixed Use Property, restricted to use by the Mixed Use z Residential Occupants, immediately adjacent to the City Parking Garage. 0 3.17. MIXED USE PROPERTY: The term "Mixed Use Property' shall mean that o certain real property owned by Developer and located in the City of Santa Clarita, 0 County of Los Angeles, and more particularly described in the legal description attached hereto as Exhibit "B" and incorporated herein by this reference. U) 3.18. MIXED USE PROPERTY EASEMENTS: The term "Mixed Use Property Easements" shall mean the Access Easement and Reciprocal Maintenance Easement as defined in Sections 5.2 (a) and 5.2 (d) respectively. 3.19. MIXED USE RESIDENTIAL OCCUPANTS: The term "Mixed Use Residential Occupants" shall mean those individuals occupying one of the approximately forty six (46) residential units located on the Mixed Use Property with rights to use of the Mixed Use Parking Spaces. 3.20. MORTGAGE: The term "Mortgage" is defined in Section 10.7. 3.21. No BUILD EASEMENT: The term "No Build Easement" is defined in Section 5.2 (c). 3.22. No BUILD EASEMENT AREA: The term "No Build Easement Area" is defined in Section 5.2 (c), more particularly described in the legal description attached hereto as Exhibit "E" and incorporated herein by this reference, and depicted in the Easements Plan. 3.23. PARKING PROPERTY: The term "Parking Property" shall mean that certain real property owned by City and located in the City of Santa Clarita, County of Los OAK #4836-1737-3228 v4 -3- 02012-1099 Packet Pg. 204 14.b Angeles, and more particularly described in the legal description attached hereto as o Exhibit "A" and incorporated herein by this reference. N 4.1. DECLARATION: City and Developer hereby declare that the Easements shall be held, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, restrictions and limitations set forth in this Agreement, all of which are designed to be in furtherance of a plan for the development of the Mixed Use Property as a mixed-use project of approximately 20,000 square feet of ground floor retail/commercial space and forty-six (46) residential units above with associated subterranean parking for the Mixed Use Residential Occupants (the "Mixed Use Development'), and the development of the Parking Property with a seven (7) level parking garage, with one (1) subterranean level and six (6) levels above, containing the City Parking Spaces (the "City Parking Garage"). OAK #4836-1737-3228 v4 -4- 02012-1099 Packet Pg. 205 LL 3.24. PARKING PROPERTY EASEMENTS: The term "Parking Property w Easements" shall mean the Fagade Easement, No Build Easement, Reciprocal o Maintenance Easement and Transformer Easement as defined in Sections 5.2 (b), 5.2 W EL (c), 5.2 (d) and 5.2 (e) respectively. w o! 3.25. PARTIES: The term "Parties" or "Party" shall mean City and Developer collectively or individually, respectively. o! 3.26. RESIDENTIAL ACCESS GATE: The term "Residential Access Gate" shall N t� mean the gate located on the Mixed Use Property and situated at the opening that z separates and controls access between the Mixed Use Parking Spaces and the a Subterranean Parking Level of the City Parking Garage. a J J 3.27. RECIPROCAL MAINTENANCE EASEMENT: The term "Reciprocal = Maintenance Easement' is defined in Section 5.2 (d). w z 3.28. RECIPROCAL MAINTENANCE EASEMENT AREA: The term "Reciprocal z Maintenance Easement Area" is defined in Section 5.2 (d), more particularly described o in the legal description attached hereto as Exhibit "F" and incorporated herein by this ~ reference, and depicted in the Easements Plan. J O 3.29. SUBTERRANEAN PARKING LEVEL: The term "Subterranean Parking Level" co shall mean the bottom floor of the City Parking Garage located immediately below the Ground Floor Parking Level. 15 W 3.30. TRANSFORMER EASEMENT: The term "Transformer Easement' is defined w in Section 5.2 (e). a 3.28. TRANSFORMER EASEMENT AREA: The term "Transformer Easement Area" w is defined in Section 5.2 (e), more particularly described in the legal description N attached hereto as Exhibit "G" and incorporated herein by this reference, and depicted R in the Easements Plan. R 4. DECLARATION: 2 M 4.1. DECLARATION: City and Developer hereby declare that the Easements shall be held, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, restrictions and limitations set forth in this Agreement, all of which are designed to be in furtherance of a plan for the development of the Mixed Use Property as a mixed-use project of approximately 20,000 square feet of ground floor retail/commercial space and forty-six (46) residential units above with associated subterranean parking for the Mixed Use Residential Occupants (the "Mixed Use Development'), and the development of the Parking Property with a seven (7) level parking garage, with one (1) subterranean level and six (6) levels above, containing the City Parking Spaces (the "City Parking Garage"). OAK #4836-1737-3228 v4 -4- 02012-1099 Packet Pg. 205 14.b 4.2. RELEASE: If City sells, transfers or otherwise conveys the Parking Property, City shall be released from all obligations, duties and liabilities arising through this Agreement except for those obligations, duties or liabilities which arise or accrue before the date of transfer. City shall remain liable for any obligation which arises or accrues prior to the date of transfer. If Developer sells, transfers or otherwise conveys any portion of the Mixed Use Property, or any part thereof, Developer shall, as respects the portion of the Mixed Use Property conveyed, be released from all obligations, duties and liabilities arising through this Agreement except for those obligations, duties or liabilities which arise or accrue before the date of transfer. Developer shall remain liable for any obligation which arises or accrues prior to the date of transfer. 5. EASEMENTS: 5.1. BENEFIT AND BURDEN, RUN WITH THE LAND: It Is the intent of City and Developer that the Mixed Use Property Easements granted by City to Developer pursuant to this Agreement and the obligations of City under this Agreement shall burden the Parking Property and be binding on City and its successors and assigns as owners of the Parking Property, for the benefit of the Mixed Use Property and the Developer, and its successors and assigns. It is further intended that the benefits and burdens of the Mixed Use Property Easements and obligations granted by this Agreement shall run with the Mixed Use Property. It is the intent of City and Developer that the Parking Property Easements o granted by Developer to City pursuant to this Agreement and the obligations of r Developer under this Agreement shall burden the Mixed Use Property and be binding N on Developer and its successors and assigns as owners of the Mixed Use Property, for the benefit of the Parking Property and the City, and its successors and assigns. It is further intended that the benefits and burdens of the Parking Property Easements and E obligations granted by this Agreement shall run with the Parking Property. 5.2. GRANT OF EASEMENTS: (a) Access Easement: City hereby grants to Developer a non- exclusive easement over, upon, along, through and across the drive aisles of the Subterranean Parking Level and Ground Floor Parking Level of the City Parking Garage on the Parking Property depicted on Exhibit "C" attached hereto, together with all areas now existing, or existing in the future, designed for vehicular access to and from the Mixed Use Parking Spaces and the public right-of-way, including but not limited to driveways, curb cuts, aisles and the entrance to the City Parking Garage ("Access Easement Area"), for use by the Mixed Use Residential Occupants and their visitors and invitees, as well as personnel involved in the management, servicing and maintenance of the Mixed Use Development, for vehicular travel, and ingress and egress over, upon, along, through and across the Access Easement Area to and from the Mixed Use Parking Spaces and the public right of way, and shall be available for such use at all times of each and every day ("Access Easement"). (b) Facade Easement: Developer hereby grants to City a non- exclusive easement over, upon, along, through and across the southerly two feet (2') of OAK #4836-1737-3228 v4 -5- 02012-1099 Packet Pg. 206 14.b the easterly one hundred fifty feet (150') of the Mixed Use Property abutting the northern edge of the Parking Property depicted on Exhibit "C" attached hereto, and more particularly described in the legal description attached hereto as Exhibit "D" and incorporated herein by this reference (Tagade Easement Area"), for the placement, repair, maintenance and replacement of non-structural architectural cladding to the northern fagade of the City Parking Garage, which encroaches into the Fagade Easement Area, provided such encroachment(s) do not interfere with utilities, landscaping or other infrastructure associated with the Mixed Use Development (" Fagade Easement"). (c) No Build Easement: Developer hereby grants to City a non- exclusive easement over, upon, along, through and across the southerly ten feet (10') of the easterly one hundred fifty feet (150') of the Mixed Use Property abutting the northern edge of the Parking Property depicted on Exhibit "C" attached hereto, and more particularly described in the legal description attached hereto as Exhibit "E" and incorporated herein by this reference ("No Build Easement Area"), to restrict and prohibit construction of any structure or building above the ground surface within the No Build Easement Area which would trigger the need for fire rated construction and protected openings in connection with the construction, development or operation of the City Parking Garage ("No Build Easement"). (d) Reciprocal Maintenance Easement: City hereby grants to 0 Developer a non-exclusive easement, on, over, upon and across, the northerly five and o one half feet (5 1/2') and westerly five and one half feet (5 1/2') of the Parking Property, and Developer hereby grants to City a non-exclusive easement on, over, upon andLo across the easterly five and one half feet (5 1/2') of the southerly one hundred thirty feet V (130') of the Mixed Use Property abutting the western edge of the Parking Property, the Y w southerly five and one half feet (5 1/2') of the easterly one hundred ninety one and one w half feet (191 1/2') of the Mixed Use Property abutting the northern edge of the Parking Property, and the southerly twenty feet (20') of the easterly one hundred fifty feet (150') a of the Mixed Use Property abutting the northern edge of the Parking Property depicted N on Exhibit "C" attached hereto, and more particularly described in the legal description V attached hereto as Exhibit "F" and incorporated herein by this reference ("Reciprocal a Maintenance Easement Area"), for access by City or Developer or their respective R employees, consultants, agents or contractors, within the Reciprocal Maintenance Easement Area to undertake the repair, maintenance, servicing and replacement of any a portion of the Mixed Use Development or City Parking Garage ("Reciprocal Maintenance Easement"). Any required repair, maintenance, servicing and R replacement work conducted by either Party pursuant to this Reciprocal Maintenance Easement shall be scheduled in advance at agreed upon times and shall be promptly w and diligently completed in a good and workmanlike manner and in conformance with all w applicable governmental or quasi -governmental laws, rules, regulations, or standards. w Additionally, each Party shall undertake good faith efforts to minimize any impact on the applicable portion of the Reciprocal Maintenance Easement Area or the uses thereon W and not unreasonably disturb any improvement located within the affected Reciprocal Maintenance Easement Area. Following any work undertaken by either Party, any L OAK #4836-1737-3228 v4 -6- 02012-1099 Packet Pg. 207 14.b damage caused thereby shall be restored to the condition existing prior to the commencement of such maintenance work. (e) Transformer Easement: Developer hereby grants to City a non- exclusive easement over, upon, along, through and across that portion of the Mixed Use Property depicted on Exhibit "C" attached hereto, and more particularly described in the legal description attached hereto as Exhibit "G" and incorporated herein by this reference ("Transformer Easement Area"), to place, repair, replace, maintain, use and operate a transformer in connection with the construction, development or operation of the City Parking Garage ("Transformer Easement'). City may assign or transfer its rights and obligations under the Transformer Easement to Southern California Edison. 6. USE RESTRICTIONS: 6.1. CITY PARKING SPACES: Neither Developer, the Mixed Use Residential a Occupants, nor their respective visitors, invitees, tenants, licensees, employees, agents, representatives, contractors or subcontractors, or personnel involved in the = management, servicing and maintenance of the Mixed Use Development, shall have any right under, pursuant to, or as a result of this Agreement to park vehicles in the City Z Parking Spaces. In the event that City finds it necessary to monitor unauthorized use of Z the City Parking Spaces, upon request by City, Developer shall provide City with a o written list of the license number, make, and model of each vehicle owned by each o Mixed Use Residential Occupant, excluding their invitees. Developer shall provide each o Mixed Use Residential Occupant a copy of this Agreement and explain the prohibition t- on on parking in the City Parking Spaces applicable to Mixed Use Residential Occupants. V) 6.2. RULES AND REGULATIONS: City may adopt and thereafter revise, from time to time, rules and regulations to govern the day-to-day operations of the City Parking Spaces, including an operation and rate schedule for use of such parking. In the event Developer, the Mixed Use Residential Occupants, or their respective visitors, invitees, tenants, licensees, employees, agents, representatives, contractors or subcontractors, or personnel involved in the management, servicing and maintenance of the Mixed Use Development utilize the City Parking Spaces, they shall abide by all rules and regulations adopted by the City. In no event, however, shall such rules and regulations adopted by City impair the right to use the Access Easement at all times of each and every day. 7. CITY PARKING GARAGE AND RESIDENTIAL ACCESS GATE MAINTENANCE AND COSTS 7.1. CITY PARKING GARAGE MAINTENANCE: City shall maintain at its sole cost and expense the City Parking Garage in conformance with all applicable governmental and quasi -governmental laws, rules, regulations, and standards. 7.2. RESIDENTIAL ACCESS GATE MAINTENANCE: Developer shall maintain at Its sole cost and expense the Residential Access Gate in conformance with all applicable governmental and quasi -governmental laws, rules, regulations, and standards. Developer shall ensure that the operation of the Residential Access Gate does not unreasonably impede the circulation of vehicles in the City Parking Garage. In the OAK #4836-1737-3228 v4 -7- 02012-1099 Packet Pg. 208 14.b event of mechanical or other failure of the Residential Access Gate or other conditions causing impacts to circulation in the City Parking Garage, Developer shall, at its sole cost and expense, undertake immediate steps to remedy said impacts and implement measures to maintain, manage and control ingress and egress at the Residential Access Gate. 7.3. LIENS: Notwithstanding anything in this Agreement to the contrary, Developer has no right under any provision of this Agreement to have or record any lien against any portion of the Parking Property or the Easement Areas. Developer shall promptly pay and discharge all claims for labor performed, supplies furnished and services rendered at the request of Developer, and shall keep the Parking Property and Easement Areas and all portions thereof free of all mechanics' and materialmen's liens in connection therewith. If any lien is filed for labor performed, supplies furnished and services rendered at the request of Developer, Developer shall cause such lien to be released and removed within ten (10) business days after the date of filing, and if Developer fails to do so, the City may take such action as may be necessary to remove such lien, without the duty to investigate the validity of it and shall pay such amounts as are expended together with interest thereon at the highest rate permitted by law, from the date of expenditure. Notwithstanding anything in this Agreement to the contrary, City has no right o under any provision of this Agreement to have or record any lien against any portion of o the Mixed Use Property or the Easement Areas. City shall promptly pay and discharge o all claims for labor performed, supplies furnished and services rendered at the request of City, and shall keep the Mixed Use Property and Easement Areas and all portions Lo thereof free of all mechanics' and materialmen's liens in connection therewith. If any r lien is filed for labor performed, supplies furnished and services rendered at the request of City, City shall cause such lien to be released and removed within ten (10) business days after the date of filing, and if City fails to do so, the Developer may take such action as may be necessary to remove such lien, without the duty to investigate the w validity of it and shall pay such amounts as are expended together with interest thereon N at the highest rate permitted by law, from the date of expenditure. V 8. DAMAGE AND DESTRUCTION: 8.1. CITY INSURANCE: City shall maintain the following Insurance or Insurance equivalent with respect to the City Parking Garage and Parking Property Easements: (i) commercial general liability insurance providing coverage for premises liability, property damage and bodily injury (including wrongful death) and (ii) all-risk fire and casualty insurance. The insurance required under clauses (i) and (ii) shall be similar in type and coverage limits to that carried by City on its other properties. City's commercial general liability insurance shall name Developer as an additional insured. City, at its option, may self -insure, jointly self -insure, or otherwise maintain insurance or an insurance equivalent (including, but not limited to, that offered to a municipality through and by a joint powers authority, a self insurance pool of liability coverage authorized pursuant to California Government Code Section 6500, or similar collective). At City's option, such insurance or insurance equivalent may be carried under any OAK #4836-1737-3228 v4 -8- 02012-1099 Packet Pg. 209 14.b blanket or umbrella policies or other insurance or insurance equivalent which City has in force for other buildings or projects. City may also carry such other insurance as City may deem prudent or advisable, in such amounts and on such terms as City shall determine. All such insurance or insurance equivalent maintained by City pursuant to this Section 8.1 is referred to herein as "City Insurance." City Insurance shall not, under any circumstances, include those items covered or required to be covered by Developer Insurance. 8.2. DEVELOPER INSURANCE: Developer shall maintain such insurance as specified in this Section 8.2. All insurance required to be maintained by Developer pursuant to this Section 8.2 is referred to herein as "Developer Insurance." At a minimum, such Developer Insurance shall cover the Mixed Use Development and Mixed Use Property Easements, and include the following: (a) Liability Insurance: A combined single limit policy of liability a insurance in an amount not less than Two Million Dollars ($2,000,000.00)(inclusive of an umbrella policy) covering the Mixed Use Development and Mixed Use Property = Easements, and all damage or injury caused by the act, omission or negligence of the w Developer, Mixed Use Residential Occupants or their visitors, invitees, tenants, z licensees, employees, agents, representatives, contractors or subcontractors, or z personnel involved in the management, servicing and maintenance of the Mixed Use o Development, as the case may be, against any liability to the public incident to the use o of or resulting from any accident or intentional or unintentional act of Developer, Mixed o Use Residential Occupants or their visitors, invitees, tenants, licensees, employees, agents, representatives, contractors or subcontractors, or personnel involved in the U) management, servicing and maintenance of the Mixed Use Development, in the course Y of using the Mixed Use Property Easements. If available, each policy shall contain a w cross liability endorsement in which the rights of the named insured shall not be E prejudiced with respect to any action by one named insured against another named insured. a (b) Property Insurance: Developer shall obtain a Special Form or "All -Risk" policy of property insurance for the Mixed Use Development and Mixed Use Property Easements improvements, including the Residential Access Gate fixtures and building service equipment, against loss or damage by fire or other casualty, in an amount equal to the full replacement cost (without respect to depreciation) of the Mixed Use Development and Mixed Use Property Easements improvements, including the Residential Access Gate (excluding the interior finishes and improvements and personal property within the Mixed Use Development), and exclusive of land, foundations, excavation and other items normally excluded from coverage. A replacement cost endorsement shall be part of the policy. (c) Worker's Compensation: Worker's compensation insurance to the extent necessary to comply with all applicable laws of the State of California or the regulations of any governmental body or authority having jurisdiction over the Mixed Use Development and Mixed Use Property Easements. OAK #4836-1737-3228 v4 -9- 02012-1099 Packet Pg. 210 14.b 8.3. ADDITIONAL INSUREDS; WAIVERS OF SUBROGATION: All commercial liability and property casualty insurance referred to in this Agreement shall name the other Party (and mortgagees of such other Party, if required by such mortgagees) as additional insureds thereunder, shall contain waivers of subrogation in favor of the other Party, and shall provide that the same may not be cancelled or materially amended without at least thirty (30) days' prior written notice being given by the insurer to the other Party. Each Party for itself, and to the extent legally possible for it to do so on behalf of its insurer, hereby waives and releases the other Party from any liability for any loss or damage to such waiving Party or loss of its property located upon the Easement Areas, which loss or damage is of the type covered by the insurance required to be maintained by it, irrespective of any negligence on the part of the other Party which may have contributed to or caused such loss. 8.4. INCREASES IN INSURANCE LIMITS: The Parties shall evaluate the adequacy of the required City Insurance and Developer Insurance annually on the anniversary of this Agreement's execution and may require not more than once every five years that either Party obtain and maintain higher policy levels of insurance; provided, however, the coverage levels of insurance must be available and commercially reasonable and shall not be changed or increased by more than twenty percent (20%) every five (5) years. 8.5. RESTORATION UPON CASUALTY: In the event that any portion of the City p Parking Garage or Access Easement is totally or partially destroyed from any cause o rendering such improvements or areas totally or partially inaccessible or unusable ("Casualty"), and such Casualty materially interferes with the use and enjoyment of theLo Mixed Use Property, then to the extent the proceeds from the City Insurance and V Developer Insurance are adequate, and to the extent economically feasible in the Y w Parties' reasonable judgment, the City shall reconstruct the affected improvements and E areas as nearly as possible to the condition that existed immediately prior to such Casualty. If the proceeds from the City Insurance and Developer Insurance are not a adequate, or to the extent not economically feasible in the Parties' reasonable N judgment, the City shall reconstruct the affected improvements and areas as nearly as V possible to the condition that existed immediately prior to such Casualty, using whatever a insurance proceeds are available; however, nothing in this Agreement shall obligate R City to expend any amount in excess of the insurance proceeds received by it, or to allocate, appropriate or use funds from any other source available to City. Any a reconstruction, restoration or repair work shall be promptly performed or caused to be promptly and diligently completed in a good and workmanlike manner and in R conformance with all applicable governmental and quasi -governmental laws, rules, regulations and standards. Further, notwithstanding Section 6.1, to the extent said w Casualty impedes access to the Mixed Use Parking Spaces and the City Parking w Garage is operational, then City shall, subject to such rules and regulations it deems E necessary, allow Developer, the Mixed Use Residential Occupants, or their respective visitors, invitees, tenants, licensees, employees, agents, representatives, contractors or W subcontractors, or personnel involved in the management, servicing and maintenance of the Mixed Use Development to temporarily park their vehicles in the City Parking L Garage. OAK #4836-1737-3228 v4 -10- 02012-1099 Packet Pg. 211 14.b 8.6. DEVELOPER RIGHT OF CONTRIBUTION: In the event that the cost of repair or restoration to the Access Easement exceeds proceeds available, Developer, in its sole discretion, shall have the right, but not the obligation, to contribute the cost of repairs in excess of available insurance proceeds, in which case City shall be required to reconstruct, restore or repair such Casualty damage. 8.7. LIABILITY FOR DAMAGE: Each Party shall be liable for damage to the extent caused by the negligence or willful misconduct of such Party or its agents, employees, contractors, representatives, assigns, permitees, invitees or lessees. Notwithstanding the foregoing, no member, officer, official, volunteer, contractor or employee of the City shall be personally liable to Developer or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to Developer or its successors, or on any obligations under the terms of this Agreement. Developer, on behalf of itself and its shareholders, partners, members, employees, agents, representatives, principals, successors and assigns, hereby waives and releases any claim it may have against the members, officers, officials, representatives, volunteers, or employees of the City with respect to any default or breach by the City or for any amount which may become due to Developer or its successors or assigns, or on any obligations under the terms of this Agreement. 8.8. INDEMNIFICATION: City and Developer, as the case may be, shall o indemnify, defend and hold the other harmless from and against any and all claims, o expenses, liabilities, loss, damage and costs, including any actions or proceedings in o connection therewith and including reasonable attorneys' fees incurred, in connection with, arising from, due to or as a result of any accident, injury, loss or damage of anyLo nature which is the result of their intentional act or negligent act or omission. y 9. TERM AND TERMINATION: 9.1. TERM: Except as otherwise stated in this Agreement, or terminated with the consent of City and Developer, or their successors or assigns, or in accordance with law, the rights and obligations granted and reserved herein and the Easements granted by this Agreement shall be perpetual. No merger of the dominant and servient tenements shall operate to extinguish the Easements granted by this Agreement. 9.2. AMENDMENT: Any provision, covenant, condition or restriction contained within this Agreement may be terminated or modified only with the written consent of the Parties who have an interest in the right being terminated or modified. No termination or modification will be effective until a written instrument setting forth its terms and referring to this Agreement has been executed and acknowledged by the required Parties and recorded in the Office of the Recorder of Los Angeles County, California. 9.3. NO TERMINATION OF EASEMENTS: Nothing In Section 8 (Damage and Destruction) shall affect the existence of the Easements granted by this Agreement except to the extent such Easements burden the Parking Property or portion thereof destroyed by Casualty. In the event of any Casualty materially interfering with the use or enjoyment of the Easements granted by this Agreement by the intended users, the Parties shall, to the extent feasible, relocate such Easements. OAK #4836-1737-3228 v4 -11- 02012-1099 Packet Pg. 212 14.b 10. MISCELLANEOUS: 10.1. RELATIONSHIP OF PARTIES: This Agreement shall not constitute nor be deemed to constitute the Parties as partners or joint venturers with each other, nor constitute any Party as the agent of the other, nor shall it impose upon any Party any fiduciary duty. 10.2. SEVERABILITY: If any clause, sentence or other portion of the terms, conditions, covenants and restrictions of this Agreement becomes illegal, null or void for any reason, or is held by any court of competent jurisdiction to be so, the remaining portions will remain in full force and effect. 10.3. INTERPRETATION: The titles to the sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by both Parties. 10.4. ENTIRE AGREEMENT: This document contains the entire agreement of the 50 Parties hereto concerning the grant and use of the Easements granted herein and the covenants made herein and supersedes all prior or contemporaneous oral or written o understanding or agreements. r Lo M 10.5. NOTICES: All notices, demands and requests required or permitted by this Agreement shall be in writing and shall be served on the Parties at the following address: To City: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attn: City Manager With a copy to: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attn: Director of Community Development and City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attn: City Attorney To Developer: Old Town -Main, LLC c/o Serrano Development Group 500 North Brand Boulevard, Suite 2120 Glendale, CA 91203 Attn: Jason Tolleson OAK #4836-1737-3228 v4 -12- 02012-1099 Packet Pg. 213 14.b With a copy to: Pacific Coast Housing Development LLC 24233 Creekside Road Santa Clarita, CA 91355 Attn: Jeffrey W. Paul Any such notices shall be either (a) sent by certified mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the U.S. Mail, or (b) sent by overnight delivery using a nationally recognized overnight courier, in which case it shall be deemed delivered one (1) business day after deposit with such courier, or (c) sent by personal delivery, in which case it shall be deemed delivered upon service. The above addresses may be changed by written notice to the other Party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Notices delivered by a Party's legal counsel on behalf of such Party shall be deemed delivered by such Party. 10.6. PUBLIC AND THIRD PARTY RIGHTS TO EASEMENTS: Nothing contained In this = Agreement is intended to evidence or be, or shall ever be construed or interpreted as, a w dedication of any right or interest in or to the Easements granted herein to the public, Z any person or entity (including the Mixed Use Residential Occupants) other than the Developer, nor give any person or entity (including the Mixed Use Residential o Occupants) other than the Developer any rights or interests whatsoever under this o Agreement. No consent to the amendment, modification or termination of this o Agreement shall ever be required of any member of the public, any person or entity (including the Mixed Use Residential Occupants) other than the Developer, nor shall Lo any person or entity (including the Mixed Use Residential Occupants) other than the r Developer have any direct or third -party beneficiary right to enforce any of the provisions of this Agreement or any amendment to or modification thereof. 10.7. MORTGAGEE PROTECTION: This Agreement, and the rights, privileges, covenants and agreements hereunder with respect to each Party and to the Easement Areas, shall be superior and senior to any lien placed upon the Mixed Use Property or Parking Property, or any portion thereof, including the lien of any mortgage or deed of trust. Notwithstanding the foregoing, no violation of this Agreement by, or enforcement of this Agreement against, a Party, shall impair defeat, eliminate or render invalid the lien against any portion of the Mixed Use Property or Parking Property of any mortgage, deed of trust or other security instrument given in good faith and for value ("Mortgage"), but this Agreement shall, subject to the terms of this Section 10.7, be enforceable against any Party who has acquired its title by foreclosure, trustee's sale, voluntary conveyance or otherwise. If so requested by the other Party or a mortgagee under any Mortgage, the other Party shall execute and agree to the recording of a Subordination Agreement evidencing the provisions of this Section 10.7. 10.8. CHOICE OF LAw, VENUE: This Agreement shall be construed under and shall be enforced in accordance with the laws of the State of California, without reference to its choice of law principals. Any dispute arising out of this Agreement; or OAK #4836-1737-3228 v4 -13- 02012-1099 Packet Pg. 214 14.b any action brought to enforce or interpret the terms and conditions hereof shall be brought in Los Angeles County, California. 10.9. ATTORNEYS' FEES: If any action is brought by any Party to this Agreement against the other Party, relating to or arising out of this Agreement or the enforcement hereof, the prevailing Party shall be entitled to recover from the other Party reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. The provisions of this Section 10.9 shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment. 10.10. COUNTERPARTS/DELIVERY: This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. 10.11. FURTHER ASSURANCES: In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by the Parties, each of the Parties agrees to perform, execute and deliver, but without any obligation to incur any additional liability or expense, any further deliveries and assurances as may be reasonably necessary to further perfect the creation of the rights granted herein. 10.12. FORCE MAJEURE: Performance under this Agreement by the Parties, other F- lothan the obligation to make payments of money due, shall be excused in the event such performance is prevented by strikes, fires, floods, hurricanes, storms, earthquakes, lightning, explosions, acts of God, terrorism or the public enemy, governmental laws, N rules, regulations or orders, inability or delay in obtaining materials and supplies, and other events beyond the control of the Parties, whether similar or dissimilar, provided 15 that performance will be resumed within a reasonable time after such cause is removed. E 10.13. INCORPORATION OF AGREEMENT: Any deed or other instrument evidencing conveyance of all or any portion of the Mixed Use Property or Parking Property shall be subject to the provisions of this Agreement. Any such instrument of conveyance shall be deemed to incorporate the provisions of this Agreement, regardless of whether such instrument makes reference hereto. 10.14. BINDING: This Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, assigns or successors of each of the Parties hereto and the successive owners of the Mixed Use Property and Parking Property. 10.15. CONSTRUCTIVE NOTICE AND ACCEPTANCE: Every person who now or hereafter owns or acquires the right, title or interest in or to any portion of the Mixed Use Property or Parking Property is and shall be conclusively deemed to have consented and agreed to every covenant, condition, restriction and easement contained herein, by reference or otherwise, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Mixed Use Property or Parking Property. OAK #4836-1737-3228 v4 -14- 02012-1099 Packet Pg. 215 14.b 10.16. NON-INTERFERENCE: Each Party agrees that it shall not obstruct, use or permit the use of the Easements granted by this Agreement in any manner that will unreasonably interfere with the use and enjoyment thereof. Developer shall use reasonable efforts to ensure that no Mixed Use Residential Occupant commits any act that will unreasonably interfere with the use and enjoyment of the Easements and other rights granted by this Agreement. Dated: 2016 DEVELOPER: CITY: OLD TOWN -MAIN, LLC, CITY OF SANTA CLARITA, a California a California limited liability company municipal corporation By: Jeffrey W. Paul, Manager By: Kenneth W. Striplin, City Manager APPROVED AS TO FORM: Joseph Montes, City Attorney r M N r ATTEST: a , City Clerk OAK #4836-1737-3228 v4 -15- 02012-1099 Packet Pg. 216 ACKNOWLEDGMENTS 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 COUNTY OF On , 201 before me, 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 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) 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 COUNTY OF On , 201 before me, 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 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: OAK #4836-1737-3228 v4 02012-1099 (seal) 14.b r N Packet Pg. 217 Exhibit "A" Legal Description and Plat of Parking Property OAK #4836-1737-3228 v4 02012-1099 14.b Packet Pg. 218 Exhibit "B" Legal Description and Plat of Mixed Use Property OAK #4836-1737-3228 v4 02012-1099 14.b Packet Pg. 219 Exhibit "C" Mixed Use Project and Parking Project Easements Plan OAK #4836-1737-3228 v4 02012-1099 14.b r M N 7 Packet Pg. 220 Mixed Use Project and Parking Project Easements Plan Unrestricted access, 24 hours/day in perpetuity for Mixed Use residents and building management, servicing and maintenance personnel and their vehicles to the Mixed Use garage via the Parking Structure. (Approx. Easement Area —12,900 SF) ............ ---- ------ -- i -- ------ ---- - - ---- ---- ---- ------- -------------- ............. I T1 11 0 Mixed Use Project and Parking Project Easements Plan Facade Encroachment Easement (PS benefit) Easement to allow an encroachment of up to 2' wide for the Parking Structure facade cladding (non-structural elements only) to extend over the property line above the Mixed Use plaza and rooftop. Any encroachment must not interfere with Mixed Use building, facade treatment or project infrastructure (e.g. utilities or landscaping) located within the easement/encroachment area. (Approx. Easement Area — 372 SF) C%l LL L) LU 0 W CL LLF L) 0 Z _J _J Z Z 3: 0 _J 0 LO C 0 E Cn 'D C CM C X LU Mixed Use Project and Parking Project Easements Plan No Build Easement (PS benefit) Easement to restrict construction over the plaza of the Mixed Use property within 10' of the Parking Structure; and maintain a separation of 11" of the Mixed Use Building from the Parking Structure. The objective is to accommodate the Parking Structure's seismic drift on the Northern facing wall and to avoid fire rated construction and protected openings where the buildings face onto the Mixed Use plaza. (Approx Easement Area —1,603 SF) C%l LL L) LU 0 W CL LLF L) Z —J —J Z Z 3: 0 —J 0 LO C 0 E Cn 'D C CM C X LU Mixed Use Project and Parking Project Easements Plan 14.b Easement for Maintenance (MU & PS benefit) Reciprocal easement along the common Property Line between the Parking Structure and Mixed Use properties to allow access for maintenance (e.g. painting) and repair purposes. Width of easement is as per the plan. Repair and maintenance work will be scheduled at agreed upon times. (Approx. Easement Area Benefitting MU —152 SF) Maintenance Easement On MU & PS Property: Approx. 11" wide Mixed Use Project and Parking Project Easements Plan Easement to allow the Parking Structure to connect to a SoCal Edison transformer located on the Mixed Use property. The easement will facilitate power supply for use by Parking Structure (transformer, pad, screens, cables and conduits, associated trenching and infrastructure, etc) and allow for access for maintenance and servicing the transformer and related infrastructure. This transformer is expected to provide power to both the Parking Structure and the residential component of the Mixed Use project. Mixed Use Project and Parking Project Easements Plan Unrestricted access, 24 hours/day in perpetuity for Mixed Use residents and building management, servicing and maintenance personnel and their vehicles to the Mixed Use garage via the Parking Structure. (Approx. Easement Area — 12,900 SF) Facade Encroachment Easement (PS benefit) Easement to allow an encroachment of up to 2' wide for the Parking Structure facade cladding (non-structural elements only) to extend over the property line above the Mixed Use plaza and rooftop. Any encroachment must not interfere with Mixed Use building, facade treatment or project infrastructure (e.g. utilities or landscaping) located within the easement/encroachment area. (Approx. Easement Area — 372 SF) No Build Easement (PS benefit) Easement to restrict construction over the plaza of the Mixed Use property within 10' of the Parking Structure; and maintain a separation of 11" of the Mixed Use Building from the Parking Structure. The objective is to accommodate the Parking Structure's seismic drift on the Northern facing wall and to avoid fire rated construction and protected openings where the buildings face onto the Mixed Use plaza. (Approx Easement Area —1,603 SF) Easement for Maintenance (MU & PS benefit) Reciprocal easement along the common Property Line between the Parking Structure and Mixed Use properties to allow access for maintenance (e.g. painting) and repair purposes. Width of easement is as per the plan. Repair and maintenance work will be scheduled at agreed upon times. (Approx. Easement Area Benefitting MU —152 SF) (Approx. Easement Area benefitting PS -3,292 SF) Easement for Edison Transformer (PS benefit) Easement to allow the Parking Structure to connect to a SoCal Edison transformer located on the Mixed Use property. The easement will facilitate power supply for use by Parking Structure (transformer, pad, screens, cables and conduits, associated trenchingand infrastructure, etc) and allow for access for maintenance and servicing the transformer and related infrastructure. This transformer is expected to provide powerto both the Parking Structure and the residential component of the Mixed Use project. (Approx Easement Area — 396 SF) Total Easement Areas: Ben efitting the PS property -Approx. 5,663 SF Ben efitting the MU property—Approx. 13,052 SF T Maintenance Easement On MU & PS Property: Approx. 11" wide O O LL U LU 0 IX CL LJ U D 0 Z Y _J _J LU Z Z 3: 0 _J 0 LID C 0 E CM Cn 'D C CM C X LU Exhibit "D" Legal Description of Fagade Easement Area OAK #4836-1737-3228 v4 02012-1099 14.b Packet Pg. 227 Exhibit "E" Legal Description of No -Build Easement Area OAK #4836-1737-3228 v4 02012-1099 14.b Packet Pg. 228 Exhibit "F" Legal Description of Reciprocal Maintenance Easement Area OAK #4836-1737-3228 v4 02012-1099 14.b Packet Pg. 229 Exhibit "G" Legal Description of Transformer Easement Area OAK #4836-1737-3228 v4 02012-1099 14.b Packet Pg. 230 u EXHIBIT D PARKING PARCEL I O I Z, OAK #4811-4254-6220 A 1'A4 � 3�'.0 � ivb+A �PILiiVAU AJlNV Exhibit D r N Packet Pg. 231 14.c RESOLUTION NO. 16- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, SUMMARILY VACATING AN EASEMENT OBTAINED BY THE COUNTY OF LOS ANGELES BY FINAL ORDER OF CONDEMNATION FOR DRAINAGE PURPOSES RECORDED DECEMBER 17, 1971, AS INSTRUMENT NO. 4111, OF OFFICIAL RECORDS IN THE OFFICE OF THE RECORDER OF THE COUNTY OF LOS ANGELES BEING A PORTION OF LOT 24 OF BLOCK 16, TOWN OF NEWHALL, AS SHOWN ON MAP RECORDED IN BOOK 53, PAGES 21 AND 22, OF MISCELLANEOUS RECORDS IN THE CITY OF SANTA CLARITA WHEREAS, the easements being summarily vacated fully meet the requirements of Section 8333 of the Streets and Highways Code, which states the legislative body of a local agency may summarily vacate a public service easement if the easement has been superseded by relocation, or determined to be excess by the easement holder, and there are no other public facilities located within the easement; and WHEREAS, under Chapter 4, Summary Vacation of Part 3 of Division 9 of the Streets and Highways Code of the State of California, no public hearing is required and no public hearing was held. NOW, THEREFORE, pursuant to the provisions of Section 8333 of Part 3 of Division 9 z of the Streets and Highways Code of the State of California, the City Council of the City of 0 Santa Clarita does hereby resolve as follows: 0 J SECTION 1. That it is hereby found and determined the drainage easements, as described O in Exhibit "A" legal description, and as shown on Exhibit "B" plat, incorporated herein by this co reference, which real property located in the City of Santa Clarita, County of Los Angeles, State r of California, is no longer needed for present or prospective use. c SECTION 2. That the City Clerk of the City of Santa Clarita is instructed to record the certified original resolution in the office of the Registrar -Recorder of the County of Los Angeles, at which time the easements summarily vacated will no longer be public service easements. SECTION 3. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED this 12th day of July, 2016. MAYOR ATTEST: CITY CLERK DATE: zo Packet Pg. 232 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 12th day of July, 2016, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: CITY CLERK 14.c Packet Pg. 233 EXHIBIT "A" LEGAL DESCRIPTION DRAINAGE EASEMENT VACATION VAC 16-00003 THAT PORTION OF LOT 24 OF BLOCK 16, TOWN OF NEWHALL, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED 1N BOOK 53 PAGES 21 AND 22, OF MISCELLANEOUS RECORDS; IN THE OFFICE, OF THE RECORDER OF SAID COUNTY, WITHIN A STRIP OF LAND 12 FEET WIDE, THE NORTHWESTERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHWESTERLY LINE OF SAID LOT DISTANT SOUTHWESTERLY THEREON 27.89 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT; THENCE CONTINUING SOUTHWESTERLY ALONG SAID NORTHWESTERLY LINE 10.00 FEET. O` BERT N RD IL --k a MAYER y * No. 7319 N� Fxv 62a.i7 `Q 9 OFCAI�F�? 14.d z O 0 J O r co N 7 v 20: Packet Pg. 234 SCALE: 1"=20' z c. N I DRAINAGE EASEMENT To BE VACATEDS57'28'34"W W 10.00' 27.89' N z NN ou m n 0 N 0 „ � m n �g ri O A D 0IZ D r m m m EXHIBIT "B" DRAINAGE EASEMENT VACATION PLAT VAC 16-00003 LYONS AVENUE 22 ao BERNHARD K. E'.c q MAYER v * No. 7319 OFCAUF� Packet Pg. 235 WILY COR LOT DRAINAGE EASEMENT To BE VACATEDS57'28'34"W S57'28'34"W 10.00' 27.89' v N N z NN ou N �ocw nj � m �g ri N57'28'34"E, 10.00' 22 ao BERNHARD K. E'.c q MAYER v * No. 7319 OFCAUF� Packet Pg. 235 EXHITBIT "C'' 14.e ELEVATION KEYNOTES ARCHITECTURAL FOAM DETAIL 10"X28" WITH FIBER GLASS BACKING (TO PAINTED) 2 ] ARCHITECTURAL FOAM DETAIL 4"X8" (TO BE PAINTED) 3❑ 3" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTE, COLOR #1) ® ARCHITECTURAL FOAM CAP DETAIL (TO BE PAINTED) 5❑ PRE -CAST STONE BASE 2" THICK OVER 31/2" METAL FURRING © 8" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTE, COLOR #2), IN FRONT OF COLUMN LINE - "CURTAIN WALL' 7A 2X6 ALUMINUM CENTER SET STOREFRONT GLAZING SYSTEM WITH FIXED 7B SAME SYSTEM, BUT NO GLAZING ® ARCHITECTURAL ALUMINUM ROLL UP DOOR TO MATCH STOREFRONT SYS g❑ ARCHITECTURAL METAL AWNING SYSTEM WITH ROUND METAL RODS FOF SUPPORT (TO BE PAINTED) 1101 ARCHITECTURAL VERTICAL 3"X8" SLATS TO BE PAINTED 11 POSSIBLE NEON PARKING SIGN - 3'X24' 12 PAINTED 18" TALL PARKING LETTERS 13 12" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTI COLOR #5) 14 FABRIC AWNING 15 8" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTE, COLOR #3), IN FRONT OF COLUMN LINE - "CURTAIN WALL' 16 BANNER SIGNAGE 17 3" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTE, COLOR #4), IN FRONT OF COLUMN LINE - "CURTAIN WALL' 18 STRUCTURAL BLOCK WALL WITH SMOOTH CEMENT PLASTER FINISH (COL 0 J_ m U) W D D Q Q O T_ O N LL I- 0 U W O w IL LLI w D D U) Z Y Q IL J J Q w Z Z O 0 J O ti M L0 r N Un m LL L v v L Q 7 x w OPTION 2 - MAIN STREET COMMERCIAL HYBRID I 14.e PLAZA ELEVATION WEST ELEVATION (ABUTS MIXED-USE BUILDING) ARCHITECTURAL FOAM DETAIL 10"X28" WITH FIBER GLASS BACKING (TO BE PAINTED) [2 ARCHITECTURAL ARCHITECTURAL FOAM DETAIL 4"X8" (TO BE PAINTED) U ❑3 3" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTEGRAL COLOR #1) cn ® ARCHITECTURAL FOAM CAP DETAIL (TO BE PAINTED) cn F-51 PRE -CAST STONE BASE 2" THICK OVER 3 112" METAL FURRING Z © 8" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTEGRAL COLOR #2), IN FRONT OF COWMN LINE- "CURTAIN WALL' Q 7A 2X6 ALUMINUM CENTER SET STOREFRONT GLAZING SYSTEM WITH FIXED GLAZ a J 7B SAME SYSTEM, BUT NO GLAZING J F-8] ARCHITECTURAL AWMINUM ROLL UP DOOR TO MATCH STOREFRONT SYSTEM = 17 3" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTEGRAL COLOR #4), IN FRONT OF COWMN LINE- "CURTAIN WALL' cc Con 18 STRUCTURAL BLOCK WALL WITH SMOOTH CEMENT PLASTER FINISH (COLOR D LL L i+ v i+ v L Q W i+ 0 ARCHITECTURAL METAL AWNING SYSTEM WITH ROUND METAL RODS FOR SUF W (TO BE PAINTED) Z 1U ARCHITECTURAL VERTICAL 3"X8" SLATS TO BE PAINTED Z 11 POSSIBLE NEON PARKING SIGN - 3'X24' O 12 PAINTED 18" TALL PARKING LETTERS 13 12" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTEGRA COLOR #5) 14 FABRIC AWNING ti 15 8" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTEGRAL COLOR #3), IN FRONT OF COWMN LINE- "CURTAIN WALL' L0 16 BANNER SIGNAGE 17 3" METAL STUD FURRING WITH CEMENT PLASTER, SMOOTH FINISH (INTEGRAL COLOR #4), IN FRONT OF COWMN LINE- "CURTAIN WALL' cc Con 18 STRUCTURAL BLOCK WALL WITH SMOOTH CEMENT PLASTER FINISH (COLOR D LL L i+ v i+ v L Q W i+ �I P IIIA f II d L! .�li�t 1� ■ , rr ,�, �i �i O,. 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