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HomeMy WebLinkAbout2016-02-09 - AGENDA REPORTS - RDA OLD TOWN NEWHALL (2)0 Agenda Item: 9 CITY OF SANTA CLARITA Q) AGENDA REPORT PUBLIC HEARINGS i, CITY MANAGER APPROVAL: 1 j=� DATE: February 9, 2016 SUBJECT: AGREEMENTS RELATED TO THE SALE AND DEVELOPMENT OF THE REDEVELOPMENT BLOCK IN OLD TOWN NEWHALL DEPARTMENT: Community Development PRESENTER: Jason Crawford RECOMMENDED ACTION City Council: 1. Conduct a Public Hearing pursuant to Government Code Section 53083; 2. Approve Purchase, Sale, and Grant Agreement with Laemmle Newhall, LLC, and the Successor Agency to the former Redevelopment Agency of the City of Santa Clarita for the proposed Laemmle Theatre Project; 3. Appropriate $3,420,525 from the Facilities Replacement Fund to expenditure account Redevelopment Block 13406-5161.001 to fulfill the City's obligations under the Purchase, Sale, and Grant Agreement with Laemmle Newhall, LLC, and the Successor Agency to the former Redevelopment Agency of the City of Santa Clarita for the proposed Laemmle Theatre Project; 4. Direct City Manager or his designee to accept the property to be used for the construction of the public parking structure from the Successor Agency to the former Redevelopment Agency of the City of Santa Clarita at no cost pursuant to the Department of Finance approved Long Range Property Management Plan Amendment; 5. Direct City Manager or his designee to move forward with the identified process for the ultimate development of a public parking structure, including the adoption of the policy required by Public Contract Code Section 22162 for all design -build projects; 6. Direct City Manager or his designee to negotiate an agreement with Old Town -Main, LLC, for provision of an easement for ingress and egress across the public parking structure in Page 1 PacketPg. 42 0 favor of the proposed Mixed -Use Project, and to have the fair market value of said easement determined by an independent appraisal; Direct City Manager or his designee to execute, enter into, and take all actions to implement the agreement with Laemmle Newhall, LLC, for the proposed Laemmle Theatre Project, sign all necessary legal documents to process the agreement, subject to City Attorney approval, including the Theatre Operating Covenant, Assignment and Assumption Agreement with the Successor Agency to the former Redevelopment Agency of the City of Santa Clarita, Quitclaim Deed releasing the City's beneficial interest in the Redevelopment Block at Close of Escrow, Quitclaim Deed releasing City's option to repurchase upon completion of the Laemmle Theatre Project, Site Preparation Grant Escrow Agreement, and Operating Covenant Grant Escrow Agreement; and 8. Direct City Manager or his designee to take all actions to facilitate the agreement between the Successor Agency to the Former Redevelopment Agency of the City of Santa Clarita and Old Town -Main, LLC, for the proposed Mixed -Use Project, sign all necessary legal documents to implement the agreement, subject to City Attorney approval, including the Assignment and Assumption Agreement with the Successor Agency to the former Redevelopment Agency of the City of Santa Clarita, Quitclaim Deed releasing the City's beneficial interest in the Redevelopment Block at Close of Escrow, and Quitclaim Deed releasing City's option to repurchase upon completion of the Mixed -Use Project. Successor Agency: 1. Approve Purchase and Sale Agreement with Old Town -Main, LLC, for the proposed Mixed - Use Project; 2. Approve Purchase, Sale, and Grant Agreement with Laemmle Newhall, LLC, and the City of Santa Clarita, for the proposed Laemmle Theatre Project; 3. Direct Executive Director or his designee to seek Oversight Board approval of the Purchase and Sale Agreement with Old Town -Main, LLC, for the proposed Mixed -Use Project; Purchase, Sale, and Grant Agreement with Laemmle Newhall, LLC, and the City of Santa Clarita, for the proposed Laemmle Theatre Project; and transfer of the public parking property from the Successor Agency to City of Santa Clarita at no cost pursuant to the Department of Finance approved Long Range Property Management Plan Amendment; and 4. Upon Oversight Board approval, direct Executive Director or his designee to execute, enter into, and take all actions to implement the agreement with Laemmle Newhall, LLC, and the City of Santa Clarita for the proposed Laemmle Theatre Project, sign all necessary legal documents to process the agreement, subject to Agency Counsel approval, including the Grant Deed and Assignment and Assumption Agreement with the City of Santa Clarita; and 5. Upon Oversight Board approval, direct Executive Director or his designee to execute, enter into, and take all actions to implement the agreement with Old Town -Main, LLC, for the proposed Mixed -Use Project, sign all necessary legal documents to process the agreement, subject to Agency Counsel approval, including the Grant Deed and Assignment and Page 2 Packet Pg. 43 0 Assumption Agreement with the City of Santa Clarita, and negotiation of right of entry agreement for Old Town -Main, LLC, to undertake and complete the Underground Storage Tank removal work on the Redevelopment Block; and 6. Upon Oversight Board approval, direct Executive Director or his designee to take all actions and execute and enter into all documents necessary to transfer the public parking property from the Successor Agency to City of Santa Clarita, subject to Agency Counsel's approval. BACKGROUND The Redevelopment Agency of the City of Santa Clarita (Redevelopment Agency), in partnership with the City of Santa Clarita (City), acquired a block of property in Old Town Newhall in November 2008. The site encompasses one full City block, directly across the street from the Old Town Newhall Library, bounded by Lyons Avenue to the north, Railroad Avenue to the east, 9th Street to the south, and Main Street to the west (the Redevelopment Block). The Redevelopment Block was purchased with the intent of a public-private development partnership in the future that was in line with the vision of the Old Town Newhall Specific Plan (Specific Plan), which was adopted by City Council in 2005. The Specific Plan envisioned, among other things, that at the north end of Main Street, a six -screen theater would serve as an "anchor" to a project that, combined with retail space, residential units, and a public parking structure, would create consumer activity and further the Arts and Entertainment District vision in the area. Unfortunately, the dissolution of Redevelopment Agencies throughout the State of California put the plans for that property on temporary hold. Staff has been navigating the effects of ABxl 26, AB 1484, and SB 107 (collectively, the Redevelopment Dissolution Bills) since 2011 and working to follow the dissolution procedures, while still maintaining the overall goal of redeveloping Old Town Newhall and pursuing a development of the Redevelopment Block. This work effort coincides with the City's five-year strategic plan called Santa Clarita 2020, which identifies the creation of a partnership and funding strategy for development of the Redevelopment Block in Old Town Newhall, including parking, to strengthen and grow the Santa Clarita economy. The development of the Redevelopment Block with uses as proposed also aligns with the vision for Old Town Newhall and specifically the Arts and Entertainment District concept that is highlighted in the recently proposed Arts Master Plan. Impact of the Dissolution of the RedevelopmentAQency As a result of the dissolution of the Redevelopment Agency, the Redevelopment Block now has multiple beneficial ownership interests due to the type of funds used to purchase the property, and includes: the City; the City as the Housing Successor Agency to the former Redevelopment Agency (Housing Successor); and the Successor Agency to the former Redevelopment Agency (Successor Agency). Pursuant to the actions of the City Council and the Successor Agency Board on July 14, 2015, and subsequently confirmed by the Oversight Board and the California Department of Finance (DOE), fee title to the entire property is currently held with the Successor Agency. Page 3 Packet Pg. 44 The Redevelopment Dissolution Bills require that any property that was owned either wholly or in part by the former Redevelopment Agency, with the exception of those determined to be housing assets of the Housing Successor or those constructed and used as a governmental purpose and transferred to the City in accordance with Health and Safety Code Section 34181 (a)(1), are subject to a Long Range Property Management Plan (LRPMP), which governs the disposition and use of Redevelopment Agency properties. The LRPMP, which was approved by the Oversight Board on December 17, 2013, and approved by the DOF on June 27, 2014, indicated that the Redevelopment Block should be listed for sale in order to find a developer to maximize the longterm value of the property. As part of the LRPMP submittal, the Oversight Board and the DOF also approved a set of property disposition procedures to guide the process that must be undertaken to sell the property. These procedures included a requirement that potential purchasers submit a proposal for the development of the property that is consistent with the Specific Plan. The purpose of this requirement, and the other requirements in the procedures, was to drive the sale of the property to a buyer that will develop the property in a timely manner, meet the ultimate goals for the revitalization of the Old Town Newhall area, and provide the best benefit for the taxing entities over the long term, not just at the time of the property sale. RFQ Process To facilitate the sale of the Redevelopment Block, a Request for Qualifications (RFQ) to find one or more development partners was released in November 2014. The RFQ was delivered to over 98 development firms, as well as being posted on the City's website. The RFQ asked potential development partners to submit proposals that would provide for a high quality, mixed- use project on the Redevelopment Block that combines three priorities as outlined in the Specific Plan: a theater component, retail and residential uses, and public parking. The RFQ process included a two -round submittal and evaluation approach, with the following elements: Round One: Respondents were required to provide a letter of introduction, identify key team development members, share relevant project experience, outline details related to how they intend to approach the projects, provide financial data to ensure they have the capital necessary to build this project, and references. Round Two: Selected developers were requested to submit a Letter of Intent that identifies the development proposal, including land uses, massing, financing structure, estimated property value, and any other considerations for the Successor Agency to evaluate as part of their proposal. First round responses were due on January 30, 2015, and five responses were received and evaluated by staff and Kosmont Companies, the consultant retained by the Successor Agency to assist with the RFQ process. Kosmont Companies is a nationally recognized expert in economic development and real estate projects involving government and private sector partnerships. Their scope of services includes assisting public agencies related to economic development, planning, funding and financing, and public/private partnerships, among others. Page 4 Packet Pg. 45 Based on the review completed by staff and Kosmont Companies, three proposals were eliminated as they did not include all three components requested, and two were moved forward to the second round. Both developers provided a response to the second round of the RFQ process, and staff, along with Kosmont Companies, evaluated those responses based on development timelines, the proposed development profile, proposed acquisition structure, public amenities to be provided, public parking availability, a financing mechanism to support the development, and the financial impact for the City, the Successor Agency, and the taxing entities as a result of the ultimate development of the site. On June 2, 2015, staff met with the Downtown Newhall Specific Plan Ad Hoc Committee to discuss the two proposals and staff's recommendation. The City Councilmembers who attended the Downtown Newhall Specific Plan Ad Hoc Committee meeting were then -Mayor McLean and then -Mayor Pro Tem Kellar. On July 14, 2015, the City Council and the Successor Agency Board authorized staff to enter into Exclusive Negotiation Agreements (ENA) with Laemmle Theatres for the development of the theater component and Serrano Development Group and Pacific Coast Housing Development for the development of the Mixed -Use Project. The term of these agreements was 90 days (July 14, 2015 - October 11, 2015). Pursuant to the terms of these agreements, the Executive Director/City Manager authorized a 90 -day extension to the ENA period (October 12, 2015 - January 9, 2016). During this ENA period, staff worked closely with the chosen developers, various consultants, and legal counsel to review, analyze, and produce a project for the City Council and Successor Agency Board to consider that will ultimately provide the greatest benefit to the community. Redevelopment Block Proiects Keeping in mind the vision of the Specific Plan and the three components that were requested, including a theater, a mixed-use project, and public parking, staff recommends the City Council and Successor Agency Board consider dividing the property into three separate developments: the Mixed -Use Project; the Laemmle Theatre Project; and the Parking Structure, based on the attached proposed site plan. As part of the preparation of the LRPMP, staff hired Lea and Associates in 2013 to complete an appraisal that valued the land at $2.2 million. In mid-November, staff reengaged Lea and Associates to update that appraisal based on current market conditions, as well as known site development constraints. During the developer's due diligence period in the ENA, it was determined there were environmental concerns on the Redevelopment Block, which appear to be primarily impacting the property proposed for the Mixed -Use Project, including three Underground Storage Tanks (USTs), one concrete filled clarifier, one vehicle hoist, one vehicle wash sump, one vehicle frame straightener, and asbestos floor tiles associated with prior uses on the Redevelopment Block The developer of the Mixed -Use Project facilitated an update to the Phase II environmental assessment and received an estimated cost to remediate the concerns. Those documents were provided to the appraiser in order to obtain a fair price for the property with known environmental constraints. 0 Page 5 Packet Pg. 46 0 The total fair market value of the property was determined to be $2.1 million. This included an overall land value of $2.6 million less $500,000 for the known and potential for unknown environmental constraints on the Redevelopment Block. The Redevelopment Dissolution Bills were recently amended and provided the ability for the Successor Agency to amend the LRPMP one time in order for the City to take ownership of former Redevelopment Agency properties that are currently used for parking, are anticipated to continue to be used for parking, and do not generate revenue in excess of reasonable maintenance costs. On December 9, 2015, the Oversight Board approved an amendment to the LRPMP which would provide for transfer of the parking portion of the Redevelopment Block property to the City at no cost. Based on the appraisal, the value of the property for the parking portion of the Redevelopment Block is $966,966. On January 28, 2016, the DOF approved this action. Fee title to the Redevelopment Block is vested in the Successor Agency; however the City's Developer Fee Fund and Low -Moderate Income Housing Fund, now known as the Housing Successor Asset Fund, possess a beneficial interest in the Redevelopment Block. The proceeds from the sale of those portions of the Redevelopment Block to Old Town -Main, LLC, for the proposed Mixed -Use Project is $692,509, and to Laemmle Newhall, LLC, for the proposed Laemmle Theatre Project is $440,525, or collectively approximately $1,133,034 subject to a reduction for the Successor Agency's share of escrow fees. The City Developer Fee Funds were paid to the City by private third party developers to assist in the creation of affordable housing. Accordingly, since no affordable housing units are being created on the Redevelopment Block, to avoid any claim of misappropriation of these funds, the City Developer Fee Fund must be repaid, dollar for dollar, in the amount of its initial contribution of $681,560. Accordingly, after repayment of the City Developer Fee Fund as noted above, approximately $451,474 will remain from the approximate $1,133,034 in sales proceeds for distribution to the City as Housing Successor Agency and the Successor Agency to the Former Redevelopment Agency. The City as Housing Successor Agency's contribution represents 48% of the combined contribution, and the Successor Agency to the Former Redevelopment Agency's contribution represents 52% of the combined contribution. Therefore, the City as Housing Successor Agency will receive 48% of the $451,474 in remaining sales proceeds, or $216,708, and the Successor Agency to the Former Redevelopment Agency will receive 52% of the $451,474 in remaining sales proceeds, or $234,766. The City's as Housing Successor share of the proceeds will be used to further affordable housing in our community. The Successor Agency's proceeds will be provided to Los Angeles County Auditor -Controller to be distributed to the taxing entities as required by the Redevelopment Dissolution Bills. Accordingly, at close of escrow, in addition to the recording of the grant deed transferring property from the Successor Agency to Old Town -Main, LLC, for the proposed Mixed -Use Project, and Laemmle Newhall, LLC, for the proposed Laemmle Theatre Project, the City will need to quitclaim and release any interest it has in the property as a result of its beneficial interest pursuant to the Developer Fee Fund and as the Housing Successor. Page 6 Packet Pg. 47 0 Mixed -Use Project Old Town -Main, LLC, (OTM) will purchase 34,325 square feet of the Redevelopment Block at fair market value to develop a mixed-use project oriented towards Main Street and Lyons Avenue. Because the environmental constraints on the Redevelopment Block appear to be primarily located on the parcel proposed for this project, and OTM will undertake the work to remedy these known environmental conditions prior to the close of escrow, the adjustment to the property's value was applied to the Mixed -Use Project transaction. The Successor Agency will need to finalize the terms of a right of entry agreement to allow Old Town -Main, LLC, to have access to the Redevelopment Block and undertake and complete the environmental remediation work prior to the close of escrow. The total purchase price based on the appraisal dated December 16, 2015, is $692,509. The proposed Mixed -Use Project will provide an estimated 20,240 square feet of retail space, 46 multi -family units ranging from one bedroom to three bedrooms, and public plaza space. The project will also provide 85 parking spaces reserved only for the residential units in an onsite subterranean parking garage. The Old Town Newhall Specific Plan requires that 1.5 parking spaces be provided for every unit of multi -family residential. The developers are proposing to exceed that requirement and provide 1.85 parking spaces for every unit. This equates to each two- and three-bedroom units having two parking spaces and approximately half of the one - bedroom units having two parking spaces. The remainder of the one -bedroom units will have one parking space. No visitor parking for the residential component or parking for the retail component of the project is required to be provided in conformance with the Specific Plan. These needs were accounted for in the parking study, discussed later in this agenda report. To maximize the overall development of the Redevelopment Block, OTM is seeking to purchase a parking access easement through the proposed public parking structure property for the purpose of accessing the residential subterranean parking. The parking structure as proposed will include one level of subterranean parking and five levels of at -grade and above parking. This easement will allow OTM to access their residential parking by placing a gate at the property line between the 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. The agreement for this item will be presented to City Council at a future date as part of actions related to the development of the parking structure. Additionally, an appraiser will need to be reengaged to determine the fair market value for this property interest. OTM is not requesting any financial assistance from the City or the Successor Agency to complete the project. OTM will purchase the property for fair market value, purchase the required parking access easement at fair market value, pay all required project entitlement and permit processing fees and development impact fees. Pursuant to the Purchase and Sale Agreement, escrow fees will be shared between the developer and the Successor Agency, which is typical for real estate transactions. As part of staffs due diligence for this portion of the project, Kosmont Companies was retained to review the proforma provided by the developer and complete an analysis of this type of project in the marketplace. Staff wanted assurance that the developers had a sound financial Page 7 Packet Pg. 48 understanding of the marketplace and that the project would be viable to be built. Kosmont Companies concluded that the developer's assumptions for constructions costs, operating revenue, operating expenditures, and risk-adjusted return are reasonable given the current local market and economic conditions. The report completed by Kosmont Companies is attached. Architecture Maintaining the historic nature of the architecture in the Old Town Newhall area is a priority of the City Council and the community. Therefore, staff facilitated a conversation between the development team and the City's design consultant, RRM, to ensure the concept being proposed by the developers was consistent with the Old Town Newhall Specific Plan and the Community Character and Design Guidelines. RRM reviewed a set of draft plans, including a site plan, floor plans, and conceptual elevations for the Mixed -Use Project. Conceptual elevations for the Mixed -Use Project are attached as Exhibit B to the Purchase and Sale Agreement. In their memo to staff, RRM noted that: "The proposed architecture for the Mixed -Use Project is a continuation of the existing "Main Street Commercial" and "Western Victorian" architectural style and is considered appropriate for the area." Because this review was specific to the Mixed -Use Project, RRM recommended the Laemmle Theatre and the City's public parking garage continue with the same architectural style as the Mixed -Use Project. The Mixed -Use Project, as part of the entitlement process, will be evaluated pursuant to the City's Design Review and Architectural Review processes. It is estimated that the maximum height of the building will be 55 feet, which is similar to the Old Town Newhall Library. Staff reviewed their conceptual plans and anticipates the entitlement process to include either a Minor Use Permit or a Conditional Use Permit, based on the final design package submitted. Laemmle Theatres Laemmle Theatres is proposing to purchase 12,680 square feet of the Redevelopment Block to develop a two-story, 17,688 square -foot art house theater and 2,293 square feet of retail space. The theater is proposed to include seven screens and between 475-525 seats, in addition to public art space. The final seat count will be determined as they proceed through the entitlement process. Pursuant to the Old Town Newhall Specific Plan, no parking is required to be provided by this project. The theater is permitted by right within the Specific Plan, and therefore the entitlement process required for this project is a Development Review and an Architecture Design Review. As part of their initial proposal in June 2015, Laemmle Theatres requested $4,596,880 in financial assistance with an operating covenant that would ensure they remained a theater for a period of at least five years. Through the negotiation process, staff was able to reduce this amount to $3,420,525, which is broken down into the following components: Property Purchase Price $440,525 Development Fees $400,000 Site Preparation $600,000 Operating Covenant $1,980,000 Total City Assistance $3,420,525 Page 8 Packet Pg. 49 As part of the overall economic development package for Laemmle, the City will pay the cost of the property, which was appraised at $440,525. The City will deposit those funds into escrow at the time of close of escrow. Additionally, the City will pay the development fees for the project on Laemmle's behalf at the time they are required to be paid, up to a maximum amount of $400,000. These fees include costs such as Planning and Building & Safety fees associated with the entitlement process and building permit issuance. Under the terms of the Purchase and Sale Agreement, Laemmle is also eligible to be reimbursed up to a maximum amount of $600,000 for site preparation costs. Site preparation costs include site clearance, grading, relocating utilities, and required off-site improvements. In the event that development fees are below the allocated amount of $400,000, up to a maximum of 20% of those funds may be reallocated towards site preparation costs. The City will also provide a one-time payment of $1,980,000 to Laemmle Theatres in exchange for an Operating Covenant that guarantees that the theater will operate as a Laemmle Theatre for a period of at least 15 years with a minimum of six screens. After year seven, the Operating Covenant allows Laemmle to convert some of their screens into either retail or office space. If they exercise that option, Laemmle is still required to maintain a minimum of four theater screens. The City would provide this one-time payment into escrow and it would be provided to Laemmle at the time the project has finished construction and is deemed complete. In the event of default by Laemmle related to the Operating Covenant, the City is entitled to be repaid a portion of the City Assistance that will vary depending on how long Laemmle has been operating at the time of default. Thus, if Laemmle were to default during the first year of the 15 -year operating period, the amount to be repaid would nearly equate the total amount of the City Assistance; whereas if the default occurred in the 14th year, the amount due would be a smaller fraction of the City Assistance in recognition of the many years of operation in compliance with the Operating Covenant. The Operating Covenant will be recorded against the property and will appear as an encumbrance on the property. Therefore, if there was a default and Laemmle did not repay that portion of the City Assistance due under the Operating Covenant and tried to sell the property, the Operating Covenant would still appear as an encumbrance to title and Laemmle would not be able to sell the property without obtaining a release of the Operating Covenant from the City; a release that the City would only provide on the condition of paying that amount of the City Assistance due as a result of the breach of the covenant. Thus, Laemmle would be forced to repay the City the amortized amount remaining on the City Assistance in order to obtain a release of the Operating Covenant as an encumbrance. Alternatively, if the amount of City Assistance due was not paid, the City could consider bringing an action for breach of contract, and it is worth noting the Operating Covenant does contain a provision for an award of attorney fees to the prevailing party. However, it should be noted that in the event Laemmle were to default on its financing that is secured by the property, the Operating Covenant and its obligations could be eliminated through foreclosure. Further, if Laemmle was to default under the Operating Covenant by not operating the property as a theater and thereafter filed for bankruptcy protection, it is likely that the obligation to repay the amount of City Assistance due could be discharged. Additionally, even if Laemmle was not in default under the Operating Covenant but filed for bankruptcy protection, it is unclear whether the obligation to operate the property asset as a theater in accordance with the Operating Covenant could be impacted. Page 9 Packet Pg. 50 0 As part of staff's due diligence in evaluating the request from Laemmle Theatres, Kosmont Companies was hired to complete an analysis of the project, specifically the proforma for the project, as well as how the requested subsidy compares in the marketplace. Kosmont Companies determined that the subsidy being contemplated is in line with other public subsidies provided to Laemmle Theatres in Southern California. In addition, Kosmont Companies estimates that the projects collectively will generate direct and indirect sales and property tax to pay for the proposed subsidy by 2032, or year 15 of operation, which is in line with the 15 -year Operating Covenant proposed. The report completed by Kosmont Companies is attached. As of January 1, 2014, Section 53083 of the Government Code was modified to require any "economic development subsidy" over $100,000 granted by a local agency to be publicly noticed. An "economic development subsidy" means any expenditure of public funds in the amount of $100,000 or more, for the purpose of stimulating economic development within the jurisdiction of a local agency, including, but not limited to, bonds, grants, loans, loan guarantees, enterprise zone or empowerment zone incentives, fee waivers, land price subsidies, matching fund, tax abatements, and tax credits. A public hearing is required to be held regarding the economic development subsidy. Attached is the information required by Government Code Section 53083. Additionally, as a result of the City's assistance, the proposed Laemmle Theatre Project will be required to pay prevailing wages in relation to the construction of the improvements in accordance with State law. Parking Structure The Specific Plan calls for two public parking structures, with approximately 400 spaces each, to be built in the Main Street area as a public infrastructure investment to serve the entire business district. As part of the RFQ process for the Redevelopment Block, staff requested that the proposers include this aspect into their proposed site design/layout. While in exclusive negotiations on the two other projects, staff worked with Serrano Development Group to refine the concept for the parking structure to ensure it maximized the development potential for the entire block and could achieve the desired number of parking stalls. As a result of these discussions, the parking structure is envisioned to be one level subterranean and five stories above grade, with a maximum height of 55 feet. This achieves a 400 parking stall count, while ensuring the structure is consistent with the height of the Old Town Newhall Library. A parking structure is permitted by right and the entitlement process will include a Development Review and an Architectural Design Review. The estimated cost of the parking structure is approximately $15.2 million. Staff proposes to use the design -build procurement approach for the Parking Structure, which is a common practice for the creation of parking structures. The design -build project delivery method combines architectural and engineering design services with construction performance under one contract. A bridging architect/consultant/construction manager (bridging consultant) is retained by the City to develop the bridging documents (consisting of concept drawings and performance criteria) to a specific point (usually schematic level) prior to engaging the design - build contractor, who then finishes the design and constructs the project. Page 10 Packet Pg. 51 0 Advantages to this approach include the following: • Collaboration between 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. Use of the design -build procurement approach will also allow the City to choose a competitively superior design -build contractor based on a best value evaluation approach rather than being constrained by choosing the contractor that simply submits the lowest price. This can result in a much greater value to the City for a comparable price. As part of the selection of the design - build contractor, a fixed price is established to complete the design and construction of the facility. Once underway, the design -build contractor is then responsible for completing the design and construction of the project, and for all coordination between design and construction. The following process has been identified for the project procurement approach: 1. Release a Request for Proposals (RFP) for a bridging consultant to prepare the bridging documents and award contract. 2. Issue a Request for Statement of Qualifications to interested design -build teams (required by Public Contract Code sections 22160, et seq.) to generate a "shortlist" of qualified responders to the Design -Build RFP. 3. Issue an RFP to prequalified design -build teams based on the approved Performance Criteria and Concept drawings prepared by bridging consultant. 4. Award the Design -Build Contract contingent upon close of escrow with OTM and Laemmle Theatres, and approve the final construction drawing prior to construction commencing. It is anticipated that using the approach listed above, the bridging consultant would be selected in March 2016, and the design -build team would be selected in October 2016. Both of these actions will be presented to City Council for approval. Additionally, while the City Council has reviewed preliminary conceptual designs for the parking structure, the final design is subject to the City Council's ultimate approval. SB 785, which became effective January 1, 2015, resulted in the enactment of new statutes, California Public Contract Code section 22160 et seq., which govern all future City design -build projects. California Public Contract Code Section 22162 requires that the City adopt a conflict of interest policy related to all of its design -build projects. The purpose of this policy is to establish guidelines for a standard organizational conflict-of-interest policy, consistent with applicable law, regarding the ability of a person or entity to submit a proposal as a design -build entity or to join a design -build team for a design -build project procured pursuant to the new design -build statutes. The proposed policy is attached. Page 11 Packet Pg. 52 0 Public Outreach Updates on the status of the negotiations were provided to the Downtown Newhall Specific Plan Ad -Hoc Committee on November 20, 2015, and January 20, 2016. Additionally, the development team met with various organizations to seek feedback on their proposed projects at various stages. These organizations include the Old Town Newhall Association, Placerita Canyon Property Owner's Association, the Santa Clarita Valley Historical Society, the Santa Clarita Valley Economic Development Corporation, the Santa Clarita Valley Chamber of Commerce, the Valley Industry Association, the City's Arts Commission, and the Forged Ahead Arts group. Public notice of this meeting was provided in The Signal pursuant to Government Code Section 53083, related to the City's consideration of an economic development subsidy to the proposed Laemmle Theatre Project, and Health and Safety Code Section 34181 (f), related to the Successor Agency's consideration of the sale of property to OTM and Laemmle Newhall, LLC. Economic Impact The estimated economic impact of the projects was evaluated in two ways: 1. Project Site Specific 2. Surrounding Businesses and Properties Project Site Specific During the proposal evaluation phase, Kosmont Companies estimated that if the Redevelopment Block was developed as proposed by the Serrano Development Group and Laemmle Theatres, the retail and theater components of the project would generate $8,170,000 in new taxable sales on the site. Additionally, the assessed property value once construction was complete would be an estimated $26.2 million. This equals a total impact to City revenues of $81,700 in annual sales tax revenue and $29,421 in annual property tax revenue. Surrounding Businesses and Properties Staff, in consultation with Kosmont Companies, had conservatively estimated that this project as proposed would result in an additional economic impact of approximately 20% over existing economic activity, equaling $4 million to the surrounding businesses. Applied Economics, LLC, was retained by staff to conduct an in-depth analysis on the impact of the project to the surrounding businesses and properties. The final report is attached. Applied Economics is a consulting firm based in Phoenix, Arizona, that specializes in economic and demographic issues. Its major services include economic and fiscal impact assessments, socioeconomic modeling, and urban planning for clients nationwide, including local governments, school districts, councils of government, and economic development organizations. Page 12 Packet Pg. 53 0 As a summary of that report, it is anticipated that the development of the proposed project will generate approximately $6.4 million in new taxable sales annually in Santa Clarita by businesses not on the project site. Of that amount, $5.8 million is expected to be generated specifically in the Old Town Newhall area, with the remaining $600,000 accounting for goods not available in the area, including apparel, new automobiles sales, and home furnishings. When looking at property values, the study projects that property values in the area will increase by $10 million: $6.6 million as a result of the project; and $3.4 million as a result of potential redevelopment sparked by this project. Summary Taking into account the projections from Kosmont Companies and the analysis completed by Applied Economics, the project overall (both on the Redevelopment Block and the neighboring businesses and properties) has an estimated impact of $14,570,000 in new taxable sales in Santa Clarita annually and a property value increase of $36,200,000. The resulting impact to City revenues is estimated to be approximately $193,021, which includes $145,700 in sales tax revenue and $47,321 in property tax revenue on an annual basis. This amount is expected to increase year over year. Old Town Newhall Parking Study In 2012, the City had a parking study completed for Old Town Newhall in response to community concerns regarding available parking in the area. The study evaluated near-term and long-term parking needs for potential development, including the development of the Redevelopment Block. Linscott, Law & Greenspan Engineers (LLG) completed the study and found there was sufficient parking at the time to support local merchants and businesses. There were 1,769 parking spaces available in 2012, with a maximum occupancy rate of 66% during the peak parking time in the mid-day. The study recommended revisiting parking counts periodically to ensure the parking supply kept pace with the ongoing revitalization of the Old Town Newhall area. LLG provides transportation planning, traffic engineering, and parking consulting services to public agencies and the private sector. LLG is a well-respected firm of medium size, comprised of over fifty dedicated professionals, many with Professional Registration in Traffic Engineering, Civil Engineering, or both. LLG offices located in Woodland Hills, Pasadena, Irvine, and San Diego serve their clients on a wide variety of complex issues. Since its founding in 1966, the firm has completed over 10,000 engagements throughout its Southern California service area. Since the 2012 parking study was completed, new businesses have opened, projects have been approved, and the City is considering development on the Redevelopment Block Interest in the area continues to grow, and more projects are being considered. Given this, it was necessary to reexamine the parking counts of Old Town Newhall. LLG was hired to update the previous study to look at current conditions, as well as projected conditions if the Redevelopment Block is developed as currently proposed. Page 13 Packet Pg. 54 0 Results: Current Conditions There are two study areas that are included in the report: the entire Old Town Newhall area, which includes a 22 -block area; and a smaller 15 -block Main Street sub -area (see Figure 2-3 of the attached study). The study concluded that both study areas have a peak parking demand at mid-day (12:30 p.m.), and the current parking inventory meets the demands of existing businesses. The Old Town Newhall study area was 74% occupied, which provided a surplus of 451 parking spaces at peak demand, and the Main Street sub -area was 73% occupied, which provided a surplus of 267 parking spaces at peak demand. There are two important components to note in this analysis. First, the parking demand numbers are conservative. The study surveyed parking supply versus demand over a two-day period (a Thursday and a Friday) at multiple times during the day. Thursday and Friday were selected as survey days because they provided typical business workday and Friday -night event conditions, including a show at the Canyon Theatre Guild. The overall parking demand was determined by taking the highest parking demand at the surveyed time over the two surveyed days, meaning that if Thursday at 11:00 a.m. had higher demand than Friday at 11:00 a.m., then Thursday's numbers were used for 11:00 a.m. If the Friday 12:00 p.m. demand was higher than Thursday's, then Friday's numbers were used for 12:00 p.m. In an effort to be even more conservative, this demand was further increased by an additional 10%. Additionally, the parking inventory that is currently provided on the Redevelopment Block was removed from the inventory for the purposes of this study in an effort to be even more conservative. Second, the Main Street sub -area was determined to include only parking that is considered "convenient" to the businesses on Main Street. Parking lots at the Newhall Metrolink Station and Newhall Community Center were not included in the Main Street sub -area analysis. Results: Redevelopment Block Developed For the purposes of this study, LLG assumed a 400 -space parking structure was to be developed in addition to 10,000 square feet of restaurant, 10,000 square feet of retail, a 500 -seat theater, and 46 residential units. The Old Town Newhall Specific Plan does not require residential projects to provide guest spaces for residential units, but does require that 1.5 spaces per unit be provided for the residential units. Therefore, the study took into account the likelihood that the parking structure would be used by the guests of the residential component of the project. LLG determined that at the current mid-day peak for the Main Street sub -area, the proposed uses on the Redevelopment Block, including guest parking for the residential component, would utilize 190 of the spaces in the parking structure, leaving 210 surplus spaces to be used by patrons of existing or future businesses not located on the Redevelopment Block. The uses of the Redevelopment Block are expected to peak in the evening hours, during which time it is estimated that the demand in the structure would be 245 spaces, resulting in a surplus of 155 spaces in the structure to meet the needs of patrons of existing or future businesses in the area. Next Steps Any action taken by the Successor Agency with relation to the disposition of the Redevelopment Block is subject to the Redevelopment Dissolution Bills. This means that actions taken by the Successor Agency must be provided to the Oversight Board for its approval. Pending City Page 14 Packet Pg. 55 0 Council and Successor Agency Board direction, a meeting of the Oversight Board will be scheduled for consideration of this item. Provided that the Oversight Board approves the actions taken by the Successor Agency, the City and the Successor Agency can then execute the attached agreements. Upon execution of the Purchase and Sale Agreement for the Mixed -Use Project and the Purchase, Sale, and Grant Agreement for Laemmle Theatre, escrow will open within three days. During the escrow period, the parties will need to undertake and complete, to the satisfaction of the other party, numerous conditions precedent to close of escrow. Section V. Conditions Precedent to Closing, set forth in the Schedule of Performance attached as Exhibit D to the Purchase and Sale Agreement for the Mixed -Use Project and Exhibit E to the Purchase, Sale, and Grant Agreement for the Laemmle Theatre Project, details the conditions. As an example, the developers will need to provide evidence of financing at various stages of escrow, evidence of construction loans, evidence of construction contracts, submit proof of insurance, obtain all entitlements, approve the physical and environmental condition of the site, approve the title to the property, and secure all necessary building permits. hi addition, OTM will undertake the needed environmental remediation work prior to close of escrow, at its risk, and without any obligation of the Successor Agency to repay them in the event escrow doesn't close. Once these conditions have been successfully met, escrow will close and construction will commence. Escrow is anticipated to last for 18-24 months, with an outside date for close of escrow of March 31, 2018. If approved by City Council, staff will move forward on the procurement necessary for the parking structure, including issuing the Bridging Architect REP, creating the REP for a design - build team, and ultimately selecting the entity that will build the City's parking structure in Old Town Newhall. Additionally, as of January 28, 2016, the DOE approved the LRPMP amendment, and thus the transfer of a portion of the Redevelopment Block to the City for the parking structure. Accordingly, the Successor Agency is requested to direct staff to proceed with the transfer of the property for the parking structure to the City, and the City Council is requested to provide staff the authority to accept the property for the parking structure. Subsequently, the Oversight Board will be requested to confirm and authorize this transfer pursuant to the LRPMP amendment. California Environmental OualityAct (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). 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. Page 15 Packet Pg. 56 ALTERNATIVE ACTION Other actions as determined by City Council/Successor Agency Board. FISCAL IMPACT Funds to satisfy the City's obligations under the Purchase, Sale and Grant Agreement with Laemmle Theatres in the amount of $3,420,525 is available in the Facilities Replacement Fund and will be appropriated to Expenditure Account Redevelopment Block (13406). Future expenditures related to the parking structure are anticipated to be approximately $15.2 million and will be appropriated as needed. ATTACHMENTS Public Notice - City of Santa Clarita Public Notice - Successor Agency Proposed Site Plan Mixed Use Project - Purchase and Sale Agreement Laemmle Theatres - Purchase Sale and Grant Agreement Kosmont Companies - Mixed Use Project and Laemmle Theatre Review Economic Development Subsidy Report - Government Code Section 53083 Report Public Contract Code Section 22162 Policy Applied Economics - Economic Impact Report Linscott Law & Greenspan - Parking Study 0 Page 16 Packet Pg. 57 9.a CITY OF SANTA CLARITA NOTICE OF A PUBLIC HEARING REGARDING A POTENTIAL ECONOMIC DEVELOPMENT SUBSIDY TO LAEMMLE THEATRES PUBLIC HEARING NOTICE IS HEREBY GIVEN: A public hearing will be held before the City Council of the City of Santa Clarita in accordance with California Government Code Section 53083 to consider an economic development subsidy to Laemmle Theatres as part of a proposed development project in Old Town Newhall. The public hearing will be held at the February 9, 2016, City Council meeting, in the City Hall Council Chambers located at 23920 Valencia Boulevard and will commence at or after 6:00 p.m. Proponents, opponents, and any interested persons may appear and be heard on this matter at that time. The report containing the information required to be provided to the public pursuant to Section 53083 can be accessed on the City's web site at www.thinksantaclarita.com or by contacting Denise Covert, Economic Development Associate, at (661) 284-1411, or via mail at Santa Clarita City Hall, 23920 Valencia Boulevard, Suite 100, Santa Clarita, California, 91355. If you wish to challenge this action in court, you may be limited to raising only those M issues raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at or prior to the public hearing. R Y Dated: January 27, 2016 —° U R Y Kevin Tonoian R City Clerk N 0 a Y Publish Date: January 30, 2016 v Packet Pg. 58 SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA NOTICE OF A PUBLIC HEARING REGARDING THE SALE OF SUCCESSOR AGENCY PROPERTY PURSUANT TO A DEPARTMENT OF FINANCE APPROVED LONG RANGE PROPERTY MANAGEMENT PLAN PUBLIC HEARING NOTICE IS HEREBY GIVEN: A public hearing will be held before the Successor Agency Board of the Successor Agency to the former Redevelopment Agency of the City of Santa Clarita regarding the sale of property governed by Redevelopment Agency dissolution statutes. The Successor Agency is required by Health and Safety Code Section 34181 (f) to provide notice of the potential action prior to consideration by the Successor Agency Board. The public hearing will be held at the February 9, 2016, Successor Agency Board meeting, in the City Hall Council Chambers located at 23920 Valencia Boulevard and will commence at or after 6:00 p.m. Proponents, opponents, and any interested persons may appear and be heard on this matter at that time. Further information may be obtained by calling Denise Covert, Economic Development Associate, at (661) 284-1411, or via mail at Santa Clarita City Hall, 23920 Valencia Boulevard, Suite 100, Santa Clarita, California, 91355. If you wish to challenge this action in court, you may be limited to raising only those issues raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at or prior to the public hearing. Dated: January 27, 2016 Kevin Tonoian Secretary Publish Date: January 30, 2016 9.b Packet Pg. 59 TZ 0 0 ! ri LYONS AVE 12 BUS STOP ROW i LOBBY RETAIL A ' ' THEATER I I I I TO i ' PUBLIC ® ' -- 11 ' PLAZA I L - LOBBY � NE d LOADING ALLEYL== == w �l w / � Cf, 0 z RETAIL B M Q PARKING STRUCTURE !, r ° 0 0 i 9TH STREET All, m "g ) • . lr !' a SITE PLAN 4�'SERRANO NEWHALL DEVELOPMENT GROUP OLD TOWN MIXED-USE SANTA CLARITA, CA a7 N 0 15 30 60 Conceptual Design ZONING INFORMATION g•C URBAN CENTER (UC) ZONE + `COMMERCIAL BLOCK' BUILOING TYPE HEIGHT LIMITS - OLD TOWN NEWHALL SPECIFIC PLAN (ONSP) • 35' - MAX. HEIGHT IN UC ZONE • 55' - MAX. ALLOWED BY MIXED USE ORDINANCE • > 55' AND EXCESS OF 300% GROUND FLOOR FOOTPRINT CONDITIONA PERMIT REQUIRED SETBACKS AS REQUIRED BY UNIFIED DEVELOPMENT CODE • 5' MAXIMUM -FRONT SETBACK • 5' MAXIMUM - SIDE STREET SETBACK • 0' REQUIRED - REAR SETBACK OPEN SPACE REQUIREMENT FOR MULTIFAMILY IN MIXED USE DEVELOPMENT: • 200 SF/UNIT REQUIRED [200 SF PER UNIT X 46 UNITS] • 9,200 SF OPEN SPACE REQUIRED COURTYARD • 40' WIDE FOR EAST/WEST ORIENTATION PER ONSP • 30' WIDE FOR NORTH/SOUTH ORIENTATION PER ONSP • AT LEAST 1:1 BETWEEN ITS WIDTH AND HEIGHT • COURTYARD PROVIDED (EAST/WEST ORIENTATION): m 97'-7" E/W X 65'-9" N/S = PARK ONCE - CITY PARKING STRUCTURE E • 348 SPACES PROVIDED 0 O RESIDENTIAL PARKING z • 1.5 SPACES PER UNIT REQUIRED FOR RESIDENTIAL > TRASH ENCLOSURE • LOCATED FOR EASY ACCESSIBILITY FOR USERS AND TRASH TRUCKS DC EMPLOYEE BREAK AREA Q • INCLUDE FACILITIES FOR SHADE, SEATING, EATING, TRASH DISPOSAL DELIVERY SPACE REQUIREMENT i • SPACE FOR 2 DELIVERY VAN SPACES -12' X 20' BUS STOP REQUIREMENT • ON EASTBOUND LYONS AVE, APPROX. 170' FROM MAIN STREET i G1 ca v A PROPOSED SITE _ a V. U) ®® 0 Cfl T11 Corridor Creative District Open Space - Urban Center Urban General I Urban General ONSP Boundary }i OLD TOWN NEWHALL SPECIFIC PLAN U) O / ii O■ Na urban studio WHA WILLIAM HEZMALHALCH ARCHITECTS 949.622.8784 1 RICKA@WHAINC.COM E V Q PURCHASE AND SALE AGREEMENT by and between the SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a public entity and OLD TOWN -MAIN, LLC, a California limited liability company regarding the Old Town Newhall Mixed Use Project Dated: , 2016 OAK #4839-0050-9992 v8 02012-1041 9.d Packet Pg. 61 zo 1 9.d �a 3. TABLE OF CONTENTS Page 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 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 Successor Agency Conditions Precedent ............................................... 14 2.5 Developer Conditions Precedent............................................................ 15 2.6 Escrow....................................................................................................17 2.7 Closing....................................................................................................18 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.......................................................... 20 2.12 Documents..............................................................................................20 2.13 AS -IS CONVEYANCE............................................................................ 21 2.14 Independent Investigation; UST Removal Work.....................................22 2.15 Disclaimers............................................................................................. 24 2.16 Waivers and Releases............................................................................ 24 ENTITLEMENT AND DEVELOPMENT OF THE PROJECT ............................. 25 3.1 Schedule of Performance....................................................................... 25 3.2 Certificate of Compliance for Mixed Use Property .................................. 25 3.3 Entitlement of the Project........................................................................ 25 3.4 Permits....................................................................................................25 3.5 Development of Project Improvements................................................... 26 3.6 Cost of Development.............................................................................. 26 OAK #4839-0050-9992 v8 -i- Packet Pg. 62 zo 9 5. A TABLE OF CONTENTS (continued) Page 9.d 3.7 Sources and Uses 26 ; 3.8 .................................................................................. Insurance Requirements......................................................................... 26 W w 3.9 Rights of Access..................................................................................... 28 `o 3.10 Compliance With Applicable Laws.......................................................... 28 w r 3.11 Final Completion of Project..................................................................... 28 w 3.12 Liens and Stop Notices........................................................................... 28 w 4.7 Sales Tax Point of Sale Designation....................................................... 33 3.13 Right of Successor Agency to Satisfy Other Liens After any Closing ..... 29 w 3.14 Mortgage, Deed of Trust, Sale and Lease -Back Financing 29 R Default Remedies - General................................................................... 33 a 5.2 3.15 Covenants Regarding Operation, Management and Maintenance Priorto Closing....................................................................................... 30 5.3 COVENANTS, RESTRICTIONS AND AGREEMENTS .................................... 30 2 a 4.1 Uses........................................................................................................30 37 4.2 Taxes and Assessments......................................................................... 31 M f0 4.3 Effect and Duration of Covenants........................................................... 31 ; 4.4 No Successor Agency Approval of Tenants Required ............................ 31 W w 4.5 Obligation to Refrain From Discrimination; Form of a Non -Discrimination and Non -Segregation Clauses ................................. 31 w 4.6 Effect and Duration of Covenants........................................................... 33 R N 4.7 Sales Tax Point of Sale Designation....................................................... 33 DEFAULTS AND REMEDIES...........................................................................33 v 5.1 Default Remedies - General................................................................... 33 a 5.2 Default Resolution and Legal Actions ..................................................... 34 5.3 Termination.............................................................................................36 2 n 5.4 Successor Agency Option to Repurchase, Reenter and Repossess ...... 37 5.5 Rights and Remedies Are Cumulative.................................................... 38 w x 5.6 Inaction Not a Waiver of Default............................................................. 38 GENERAL PROVISIONS..................................................................................39 Y w E 6.1 Notices, Demands and Communications Between the Parties ............... 39 R 6.2 Enforced Delay; Extension of Times of Performance ............................. 40 OAK #4839-0050-9992 v8 Packet Pg. 63 TABLE OF CONTENTS (continued) Page 6.3 Successors and Assigns; Assignment to City ......................................... 41 6.4 Relationship Between Successor Agency and Developer ...................... 41 6.5 Successor Agency Approvals and Actions .............................................. 41 6.6 Counterparts...........................................................................................41 6.7 Integration............................................................................................... 41 6.8 Brokerage Commissions......................................................................... 42 6.9 Titles and Captions................................................................................. 42 6.10 Interpretation........................................................................................... 42 6.11 Modifications...........................................................................................42 6.12 Severability.............................................................................................42 6.13 Computation of Time............................................................................... 42 6.14 Legal Advice........................................................................................... 43 6.15 Time of Essence..................................................................................... 43 6.16 Cooperation............................................................................................ 43 6.17 Conflicts of Interest................................................................................. 43 6.18 Time for Acceptance of Agreement by Successor Agency ..................... 43 6.19 Developer's Indemnity............................................................................43 6.20 Successor Agency's Indemnity............................................................... 44 6.21 Cooperation in the Event of Legal Challenge to Project Approvals......... 45 6.22 Non -liability of Officials and Employees of Successor Agency ............... 46 6.23 Legal Fees..............................................................................................46 6.24 Applicable Law; Venue........................................................................... 46 6.25 Survival...................................................................................................46 OAK #4839-0050-9992 v8 9.d Packet Pg. 64 zo LIST OF EXHIBITS Exhibit A Legal Description — Old Town Newhall Property Exhibit B Conceptual Project Plans Exhibit C Form of Grant Deed (With Covenants) Exhibit D Schedule of Performance Exhibit E Assignment and Assumption Agreement Exhibit F-1 Form of Quitclaim Deed -Final Completion Exhibit F-2 Form of Quitclaim Deed -Close of Escrow Exhibit G UST Removal Work OAK #4839-0050-9992 v8 LIST OF EXHIBITS 9.d Packet Pg. 65 zo 9.d PURCHASE AND SALE AGREEMENT Old Town Newhall Mixed Use Project THIS PURCHASE AND SALE AGREEMENT ("Agreement") dated as of this day of , 2016 ("Date of Agreement"), is entered into by and between the SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a public entity ("Successor Agency"), OLD TOWN -MAIN, LLC, a California limited liability company ("Developer"). Successor Agency and Developer are sometimes referred to herein individually as a "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 Avenue, 9t" Street and Main Street located in Santa Clarita, California, approximating 1.6 acres, designated as Assessor Parcel Numbers 2831-007-900, -901, -902, -903, -904, -905, -906, -907, and -908 and more particularly described in the legal description attached hereto as Exhibit A ("Old Town Newhall Property'), is vested in the Successor Agency. B. As recognized in the Long Range Property Management Plan ("LRPMP") r 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 w 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 a dated June 27, 2014, the Successor Agency owns forty-six percent (46%) of the w N beneficial interest in the Old Town Newhall Property, the City of Santa Clarita, a California municipal corporation ("City"), owns eleven percent (11%) of the beneficial a interest in the Old Town Newhall Property, and the City as housing successor to the R former Redevelopment Agency of the City of Santa Clarita ("Housing Successor"), owns forty-three percent (43%) of the beneficial interest in the Old Town Newhall a Property. Y V C. In accordance with the LRPMP, on November 13, 2014 the Successor o Agency solicited qualifications for the sale and development of the Old Town Newhall Property ("Request for Qualifications"). D. On July 14, 2015, Successor Agency and SERRANO DEVELOPMENT w 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 a OAK #4839-0050-9992 v8 1 Packet Pg. 66 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. E. 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 hereby approves of Developer and assignment of the interest under the ENA to Developer. F. 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 ("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"). G. Successor Agency and Developer have negotiated in good faith in accordance with the ENA and now desire to enter into this Agreement to provide for (i) Developer's preparation and Successor Agency's approval of a plat map and legal description of the Mixed Use Property, and Successor Agency securing from City approval of a Certificate of Compliance for the creation of the Mixed Use Property as a separate legal parcel in accordance with the California Subdivision Map Act and Chapter 16.35 of the Municipal Code ("Certificate of Compliance"), (ii) Developer's right to negotiate with and secure a binding agreement with City prior to Closing regarding the preparation and approval of a plat map and legal description of an easement ("Ramp Easement") for the design, construction, maintenance, repair, replacement and use of a drive ramp between the subterranean garage on the Mixed Use Property to the ground floor of a public parking garage ("Parking Project") to be developed by or on behalf of City on the property adjacent to the Mixed Use Property ("Public Parking Garage Property"), as well as rights of ingress and egress over and across the Public Parkin R Garage Property, from the drive ramp to entry and exit points on Railroad Avenue and 9t Street ("Ramp Easement Agreement"), (iii) Successor Agency's disposition of the Mixed Use Property to Developer at fair market value, and (iv) Developer's development of the Mixed Use Property as provided herein. H. Developer shall purchase and develop the Mixed Use Property consistent with the Old Town Newhall Specific Plan ("Specific Plan"), with the Project as generally depicted in the Conceptual Project Plans, subject to such revisions, modifications and refinements to the Project as Developer may present as it deems fiscally responsible for an economically viable project, and ultimately as required by the Project Approvals. OAK #4839-0050-9992 v8 2 9.d Packet Pg. 67 zo 9.d I. The Old Town Newhall Property is located within the Urban Center zone ("UC") of the 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 Project on the Mixed Use Property is 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. J. The Project contemplated by this Agreement will require (i) application by Developer to City for a Design Review Permit ("Development Permit") in accordance with the Specific Plan and analysis under CEQA, (ii) application by Successor Agency to City for a Certificate of Compliance for the Mixed Use Property, (iii) approval by City of the Ramp Easement Agreement and (iv) application by Developer to City for subdivision of residential and commercial condominium units ("Subdivision"). Collectively, the FEIR, Specific Plan, CEQA analysis of the Project, Subdivision and Development Permit, Certificate of Compliance and Ramp Easement Agreement are the "Project Approvals." Notwithstanding the approval and execution of this Agreement by the Successor Agency, the Developer hereby acknowledges that it understands that the City is a separate and distinct legal entity from the Successor Agency, the City is not a signatory to this Agreement and thus is not committing or agreeing to undertake any acts or activities requiring the subsequent independent exercise of discretion by the City, specifically including (i) the adoption or certification of an environmental assessment as required by CEQA, (ii) the adoption of a statement of overriding considerations in accordance with Public Resources Code Section 21081(b) if significant effects on the environment cannot be mitigated, or (iii) approval of the Project Approvals or other land use entitlements needed for the Project. Furthermore, Developer hereby acknowledges and agrees that the City retains its discretion to deny, disapprove or condition any and all such environmental assessments, land use applications, Project Approvals and any other discretionary approvals necessary for the implementation of the Project. Y K. Developer has not sought, has not received, and will not accept any public w funds, stipends, subsidies or the transfer of non -monetary public resources for the 2 Project. L. Developer acknowledges that notwithstanding the approval of this x Agreement by Successor Agency, this Agreement remains subject to review and X approval by the Oversight Board. w M. Successor Agency asserts that the Project 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. a OAK #4839-0050-9992 v8 3 Packet Pg. 68 9.d N. Successor Agency asserts that the execution and performance of this Agreement is in the vital and best interests of the Successor Agency and the Affected Taxing Entities, and the 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, Successor Agency and Developer hereby agree as follows 1. DEFINITIONS; REPRESENTATIONS AND WARRANTIES; CHANGE IN OWNERSHIP, MANAGEMENT AND CONTROL. 1.1 Definitions. "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's Principal 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. "Affected Taxing Entities" means taxing entities that benefit from distribution of property tax and other revenue pursuant to Health and Safety Code § 34188. "Agreed Extension of Performance" is defined in Section 6.2. "Agreement" means this Purchase and Sale Agreement between Successor Agency and Developer. "Applicable Laws" means, collectively: (i) all State and Federal laws and regulations applicable to the Mixed Use Property and the 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, 2 including the specific conditions of approval adopted with respect to the Project a Approvals; (iii) with respect to matters not addressed by this Agreement or the Project Approvals but governing permitted uses of the Mixed Use Property, building locations, w sizes, densities, intensities, design and heights, site design, setbacks, lot coverage and 2 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 x 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 R 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, a OAK #4839-0050-9992 v8 4 Packet Pg. 69 except those in conflict with this Agreement. 9.d "As -Is Condition" is defined in Section 2.13. "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement described in Section 6.3 and to be executed and recorded at Closing substantially in the form attached hereto as Exhibit E and incorporated herein. "CEQA" or California Environmental Quality Act is defined in Recital I. "Certificate of Compliance" is defined in Recital G. "City" is defined in Recital B and means the City of Santa Clarita, a California municipal corporation. "City Council" means the City Council of the City of Santa Clarita. "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. "Commence Construction", "Commenced Construction", or "Commencement of Construction" or similar phrases shall be deemed to have occurred when the Developer has commenced the demolition of existing improvements located on, and grading of, the Mixed Use Property preparatory to the development of the Project in accordance with the Project Approvals, and installation of perimeter construction fencing on the Mixed Use Property, and such date shall be memorialized in writing by the parties. "Conceptual Project Plans" is defined in Recital F and depicted in Exhibit B. "Condition of Title" is defined in Section 2.9. "Control" is defined in Section 1.3.2. "Date of Agreement" means the date first set forth above. "Day -to -Day Management" means responsibilities for the activities of Developer. "Default" is defined in Section 5.1. "Department" is defined in Recital B. OAK #4839-0050-9992 v8 5 active, day -to day -management Packet Pg. 70 cI 9.d "Developer" means Old Town -Main, LLC, a California limited liability company. "Developer Deposit" means the $25,000 good faith deposit to be provided by Developer pursuant to Section 2.2, to be credited against the Purchase Price at the Closing defined in Section 2.7. "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 Principal" or "Principal' is Jeffrey W. Paul. "Development Permit" is defined in Recital J. "Documents" is defined in Section 2.12. "ENA" is defined in Recital D. "Environmental Force Majeure Delay" `is defined in Section 6.2. "Environmental Laws" means, collectively: (i) the Comprehensive Environmental a Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq., (ii) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, etseq., (iii) the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq., r (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 w 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 a w 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 V Code § 25300, et seq., (xi) the Unified Hazardous Waste and Hazardous Materials R Management Regulatory Program, as amended, Health & Safety Code § 25404, et seq., R (xii) Health & Safety Code § 25531, et seq. (Hazardous Materials Management), (xiii) the 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 § 2 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) w California Fish and Game Code §§ 5650-5656, (xx) the Polanco Redevelopment Act, as g amended, Health & Safety Code § 33459, et seq., (xxi) Health & Safety Code § 25403, et seq. (Hazardous Materials Release Cleanup), and (xxii) any other federal, state or local E laws, ordinances, rules, regulations, court orders or common law related in any way to the protection of the environment, health or safety. OAK #4839-0050-9992 v8 Packet Pg. 71 "Escrow" is defined in Section 2.6. "Escrow Agent" means First American Title Insurance Company. "Exceptions" is defined in Section 2.9. "Executive Director" means the Executive Director of the Successor Agency "Final Completion" or "Finally Complete" shall be deemed to have occurred when a temporary certificate of occupancy has been issued for the 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(f). "Force Majeure Delay" is defined in Section 6.2. "Grant Deed" means the grant deed for the conveyance of the Mixed Use Property from Successor Agency to Developer to be executed and recorded at Closing substantially in the form attached hereto as Exhibit C and incorporated herein by this reference. "Hazardous Materials" means any substance, material, or waste which is or 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. "Housing Successor" is referred to in Recital B and means the City of Santa Clarita, successor to the housing assets and functions previously performed by the Redevelopment Agency of the City of Santa Clarita, pursuant to Health and Safety Code §34176. "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 F and described in Section 3.2. "Municipal Code" means the Santa Clarita Municipal Code. "NFA" is defined in Section 2.14. "Notice" means a written notice in the form prescribed by Section 6.1. OAK #4839-0050-9992 v8 7 9.d Packet Pg. 72 Zo 9.d "Old Town Newhall Property" is defined in Recital A and legally described in Exhibit A. "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. "Parking Project" is defined in Recital G. "Parties" means the Successor Agency and Developer. "Party" means the Successor Agency or Developer. "Permitted Transfer" is defined in Section 1.3.3. "Project" is defined in Recital F. "Project Agreements" means this Agreement, the Grant Deed (Exhibit C), the Assignment and Assumption Agreement (Exhibit E), the Quitclaim Deed -Final Completion (Exhibit F-1), and the Quitclaim Deed -Close of Escrow (Exhibit F-2). "Project Approvals" is defined in Recital J. "Public Parking Garage Property" is defined in Recital G. "Purchase Price" is defined in Section 2.2. "Quitclaim Deed -Close of Escrow" is described in Section 2.5.2, to be executed and recorded upon Close of Escrow, and substantially in the form attached hereto as Exhibit F-2 and incorporated herein. "Quitclaim Deed -Final Completion" is described in Section 5.4.3, to be executed a and recorded upon Final Completion, and substantially in the form attached hereto as Exhibit F-1 and incorporated herein. c a "Ramp Easement" is defined in Recital G. "Ramp Easement Agreement" is referred to in Recital G and means the x agreement for the conveyance of the Ramp Easement from City to Developer. Y "Reports" is defined in Section 2.12. E "Request for Qualifications" is defined in Recital C. a OAK #4839-0050-9992 v8 8 Packet Pg. 73 9.d "Request to Resolve Dispute" is defined in Section 5.2.1. "Schedule of Performance" means the Schedule of Performance attached hereto as Exhibit D and incorporated herein by this reference, setting out the dates and/or time periods by which certain obligations set forth in this Agreement must be accomplished. "Serrano" means Serrano Development Group, Inc., a California corporation. "Site Condition" is defined in Section 2.14. "Sources and Uses" is defined in Section 3.7. "Specific Plan" is defined in Recital H. "Subdivision" is defined in Recital J. "Substantial Completion" or "Substantially Complete" shall be deemed to have occurred when (i) Developer has provided adequate evidence to the Executive Director that eighty five percent (85%) of the contract price for the construction of the Project (including all change orders) has been expended and (ii) the life safety systems within the Project have been installed and are fully functional. "Successor Agency" means the Successor Agency to the former Redevelopment a Agency of the City of Santa Clarita, a public entity. M r "Successor Agency Conditions Precedent" is defined in Section 2.4. "Successor Agency Indemnitees" is defined in Section 6.19. "Successor Agency Liabilities" is defined in Section 6.20. "Successor Agency Party" is defined in Section 2.13. "Successor Agency'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. "Title Company" means First American Title Company. "Title Policy" is defined in Section 2.10. "Title Reports" is defined in Section 2.9. "Transfer" means any assignment or transfer of this Agreement or the Mixed Use Property or any portion thereof or any interest therein and as further defined in Section 1.3.2. OAK #4839-0050-9992 v8 Packet Pg. 74 9.d "UC" is defined in Recital I. "Unrecorded Agreements" is defined in Section 2.12. "UST" is defined in Section 2.14. "UST Removal Construction" is defined in Section 2.14. "UST Removal Regulatory Approval" is defined in Section 2.14. "UST Removal Work" is defined in Section 2.14 and more particularly described in the proposal attached hereto as Exhibit G. 1.2 Representations and Warranties. 1.2.1 Successor Agency Representations and Warranties. Successor a Agency represents and warrants to Developer as follows: OAK #4839-0050-9992 v8 10 Packet Pg. 75 N (a) Authority. Successor Agency is a public entity with full right, R power and lawful authority to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement by Successor Agency has been fully authorized by all requisite actions on the part of the Successor Agency. a (b) No Conflict. Successor Agency's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a V breach under any contract, agreement or order to which Successor Agency is a party or by which Successor Agency is bound. (c) No Litigation or Other Proceeding. Except as provided in W Recital J, to Successor Agency's Actual Knowledge, no litigation or other proceeding w (whether administrative or otherwise) is outstanding or has been threatened which would N prevent, hinder or delay the ability of Successor Agency to perform its obligations under V this Agreement, or that would adversely affect the Mixed Use Property or the ability of R Developer to develop the same as contemplated by this Agreement. R v (d) Right to Possession. No person or entity other than a Successor Agency has the right to use, occupy, or possess the Mixed Use Property, or any portion thereof. Excepting the use prior to Closing of all or a portion of the Mixed Use w Property for public parking and occasional use as a farmer's market and other City 2— sponsored sponsored events or activities, Successor Agency shall not enter into any lease or other w agreement respecting use, occupancy, or possession of the Mixed Use Property or any portion thereof without the written consent of Developer. The foregoing notwithstanding, w on no less than 48 hours prior notice from Developer, Successor Agency shall provide the X Mixed Use Property to Developer free of any use, occupancy or possession by any person or entity in order for Developer to undertake activities contemplated by this Agreement, including but not limited to the UST Removal Work. Furthermore, Successor Agency shall deliver the Mixed Use Property to Developer free of any use, occupancy or possession by any person or entity prior to Closing and neither Successor Agency nor a OAK #4839-0050-9992 v8 10 Packet Pg. 75 City shall have any right thereafter to use any portion of the Mixed Use Property for public parking, farmer's markets, or any other use. (e) Condition of Mixed Use Property. Successor Agency has no notice of any pending or threatened action or proceeding arising out of the condition of the Mixed Use Property or any alleged violation of any Environmental Laws. Except as otherwise disclosed by Documents provided by Successor Agency to Developer and the results of Developer's independent investigation of the Mixed Use Property pursuant to Section 2.14, to Successor Agency's Actual Knowledge, the Mixed Use Property is in compliance with all Environmental Laws. (f) FIRPTA. The Successor Agency 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. (g) Compliance With Laws. Other than as disclosed by the Documents, the Successor Agency 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 Mixed Use Property that would materially, adversely affect the Successor Agency's ability to convey the Mixed Use Property or Developer's ability to construct or operate the Project, or any portion thereof. (h) Condemnation. The Successor Agency has no Actual Knowledge of any pending or threatened proceedings in eminent domain or otherwise with respect to the Mixed Use Property that would materially, adversely affect the Successor Agency's ability to convey the Mixed Use Property or Developer's ability to construct or operate the Project, or any portion thereof. Until the recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4.3 or earlier termination of this Agreement, Successor Agency shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 1.2.1 not to be true, immediately give written Notice of such fact or condition to Developer. The foregoing representations and warranties shall survive Closing and continue until recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4.3. 1.2.2 Developer's Representations and Warranties. Developer represents and warrants to Successor Agency 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 good standing under the laws of the State of California. Prior to execution of this Agreement, Developer has provided to Successor Agency its Articles of Incorporation, By -Laws, and Operating Agreement ("Organizational Documents"). The Organizational Documents provided by Developer to Successor Agency are true and complete copies of the originals, as may be OAK #4839-0050-9992 v8 11 9.d Packet Pg. 76 co amended from time to time. Developer has full right, power and lawful authority to undertake all of its obligations hereunder and the execution, performance and delivery of this Agreement by Developer has been fully authorized by all requisite company actions on the part of Developer. (b) No Conflict. Developer'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 Developer or any Principal is a party or by which Developer or any Principal is bound. (c) No Litigation or Other Proceeding. To Developer's current 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 Developer to perform its obligations under this Agreement. (d) No Developer Bankruptcy. Developer is not the subject of any bankruptcy proceeding, and no general assignment or general arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Developer's assets has been made. Until the recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4.3 or earlier termination of this Agreement, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 1.2.2 not to be true, immediately give written Notice of such fact or condition to Successor Agency. The foregoing representations and warranties shall survive Closing and continue until recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4.3. 1.3 Change in Ownership, Management and Control of Developer. The qualifications and identity of Developer are of particular concern to Successor Agency. It is because of those unique qualifications and identity that Successor Agency has entered into this Agreement with Developer. 1.3.1 Until Final Completion of Project. Until Final Completion of the Project, Developer shall not Transfer the Mixed Use Property or any portion of this Agreement. After Final Completion of the Project, Developer may Transfer the Mixed Use Property, subject to the terms of the Grant Deed, without the consent or approval of the Successor Agency. 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 1.3.2 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 OAK #4839-0050-9992 v8 12 9.d Packet Pg. 77 cO any individual, partnership, trust, other entity or association, control is the possession, indirectly or directly, of the power to direct or cause the direction of the Day -to -Day Management of the controlled entity. 1.3.3 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, each of following Transfers are permitted and shall not require Successor Agency consent under this Section 1.3 (each, a "Permitted Transfer"): (a) Any lien or encumbrance on the Mixed Use Property to secure the funds necessary for acquisition of the Mixed Use Property and construction and/or permanent financing of the Project; (b) An assignment of this Agreement to an Affiliate of Developer, provided that Developer's Principal retains Control, directly or indirectly, in such Affiliate; (c) Permanent financing of the Project following its Substantial Completion as provided in Section 3.14.1; (d) Dedications and grants of easements and rights of way required in accordance with the Project Approvals; or (e) The leasing of the Mixed Use Property or portion thereof to an Affiliate of Developer or third -party tenants, for uses permitted by this Agreement, the Project Approvals, and Applicable Laws; or (f) Admission of new or additional equity partners provided that Developer's Principal retains Control, directly or indirectly, in Developer. 1.3.4 Subsequent Equity Transfers. Until Final Completion of the 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 approval by the Executive Director, which approval may be granted, withheld, conditioned or delayed, in the Executive Director's sole discretion. 2. PURCHASE AND SALE. 2.1 Purchase and Sale. Subject to the terms, covenants and conditions of this Agreement, Developer shall purchase from Successor Agency and Successor Agency shall sell to Developer the Mixed Use Property. 2.2 Purchase Price; Developer Deposit. The total purchase price for the Mixed Use Property shall be equal to the sum of Six Hundred Ninety Two Thousand Five Hundred Nine and 00/100 Dollars ($692,509.00) ("Purchase Price"). Concurrent with the opening of Escrow in accordance with Section 2.6, Developer shall deposit Twenty -Five Thousand and 00/100 Dollars ($25,000) into Escrow with the Escrow Agent ("Developer Deposit"). At Closing Developer shall be entitled to a credit in the amount of the Developer Deposit as against the Purchase Price. In the event that this OAK #4839-0050-9992 v8 13 9.d Packet Pg. 78 CO M r 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. Successor Agency's obligation to proceed with the disposition of the Mixed Use Property to Developer, and Developer's obligation to proceed with the acquisition of the Mixed Use Property from Successor Agency, pursuant to the terms of this Agreement and the Project Agreements, is subject to the approval of this Agreement by the Oversight Board prior to Closing, which neither Successor Agency or Developer may waive ("Joint Condition Precedent"). 2.4 Successor Agency Conditions Precedent. Successor Agency's obligation to proceed with the disposition of the Mixed Use Property to Developer pursuant to the terms of this Agreement is subject to the fulfillment or waiver by Successor Agency of each and all of the conditions precedent described below ("Successor Agency Conditions Precedent"). The Successor Agency Conditions Precedent are solely for the benefit of Successor Agency 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 both, would constitute a Default by Developer hereunder. 2.4.2 Execution and Delivery of Documents by Developer. Developer shall have executed and acknowledged the Grant Deed and Assignment and Assumption Agreement, and Developer shall have executed (and, where appropriate, acknowledged), and delivered into escrow all other documents that Developer is required to deliver into escrow pursuant to Section 2.8.1. 2.4.3 Delivery of Funds. In connection with the Closing, Developer shall 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. 2.4.4 Sources and Uses. Successor Agency shall have approved the Developer's Sources and Uses pursuant to Section 3.7. 2.4.5 Evidence of Available Funds. (a) Closing. Successor Agency shall have received from Developer reasonable evidence that Developer has, or subject to Closing, will have, 100% of Mixed Use Property acquisition and Project development and construction costs, as identified in the Sources and Uses, in ready and available funds (which may be Developer's own funds and/or third party equity or debt financing proceeds). (b) Developer expressly acknowledges that Closing will not occur unless and until the condition above has been satisfied. OAK #4839-0050-9992 v8 14 9.d Packet Pg. 79 zo 9.d 2.4.6 Equity Funding/Construction Loan. Developer shall have delivered to Successor Agency evidence that the equity commitments or acquisition and/or construction loan, if any, for Closing, described in the Sources and Uses, shall have closed or (if not from the Developer's Principal or an Affiliate of Developer) shall be ready to close concurrently with the Closing. 2.4.7 Project Construction Permits. Developer shall have submitted complete applications to City for demolition, grading and building permits necessary for Developer to develop and construct the Project, and such permit 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. 2.4.8 Project Approvals. The Project Approvals, excluding the 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 challenges, requests for rehearing, or referenda shall have been fully and finally resolved in a manner acceptable to Successor Agency in its sole and absolute discretion, and such that no further appeals, legal challenges, requests for rehearing, or referenda are possible. 2.4.9 Insurance Policies. Developer shall have submitted to Successor Agency evidence that the insurance policies required by Section 3.8 have either been issued or will be ready to issue prior to Commencement of Construction. 2.4.10 Site Condition. Developer shall have completed the UST Removal Work and accepted or waived in accordance with Section 2.14 the Site Condition. 2.4.11 Execution and Delivery of Ramp Easement Agreement Documents. The Ramp Easement Agreement shall have been approved and executed by the City and Developer, and City shall have executed, acknowledged and delivered to Escrow a document in form and substance acceptable to Developer conveying the Ramp Easement. 2.5 Developer Conditions Precedent. Developer's obligation to proceed with the acquisition of Mixed Use Property from Successor Agency 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 solely for the benefit of Developer and shall be fulfilled or waived, if applicable, within the time periods provided for herein, and in any event, no later than the Outside Date. 2.5.1 No Default by Successor Agency. Successor Agency 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 both, would constitute a default by Successor Agency hereunder. 2.5.2 Execution and Delivery of Documents by Successor Agency and Com. Successor Agency shall have executed and acknowledged the Grant Deed, and OAK #4839-0050-9992 v8 15 Packet Pg. 80 zo Assignment and Assumption Agreement, and Successor Agency shall have executed (and, where appropriate, acknowledged) and delivered into escrow all other documents that Successor Agency is required to deliver into escrow pursuant to Section 2.8.2. Successor Agency shall have caused City to execute, acknowledge and deposit into Escrow the Assignment and Assumption Agreement, and to release its beneficial interest in the Mixed Use Property, as described in Recital B, and thus execute, acknowledge and deposit into Escrow the Quitclaim Deed -Close of Escrow, as set forth in the form attached hereto as Exhibit F-2 and incorporated herein. 2.5.3 Execution and Delivery of Ramp Easement Agreement Documents. City shall have approved and executed the Ramp Easement Agreement negotiated between City and Developer, and City shall have executed, acknowledged and delivered to Escrow a document in form and substance acceptable to Developer conveying the Ramp Easement. 2.5.4 Project Approvals. The Project Approvals, excluding the Subdivision, shall be (a) final and non -appealable, and if any appeals, legal challenges, requests for rehearing, or referenda have been filed or instituted, such appeals, legal challenges, requests for rehearing, or referenda shall have been fully and finally resolved 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 (b) approved (including without limitation, all conditions associated therewith) by Developer in its sole and absolute discretion. 2.5.5 Project Construction Permits. City shall have reviewed and approved the demolition, grading and building permits necessary for Developer to develop and construct the Project, and City shall be ready to issue said permits subject to payment of applicable fees. 2.5.6 Title Policy. Developer shall have accepted or waived in accordance with Section 2.9 all disapproved Exceptions. The Title Company shall, upon payment of Title Company's regularly scheduled premium, be irrevocably committed to issue the Title Policy upon recordation of the Grant Deed subject only to the Condition of Title. 2.5.7 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 acquisition and Project development and construction costs as identified in the Sources and Uses, and shall have closed or shall be ready to close concurrently with Closing. 2.5.8 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 Mixed Use Property which would materially and adversely affect Developer's intended uses of the Mixed Use Property, the development of the Project, or value of the Mixed Use Property. OAK #4839-0050-9992 v8 16 9.d Packet Pg. 81 zo 9.d 2.5.9 No Material Adverse Change. There shall not have occurred between the Date of Agreement and the Closing a material adverse change to the physical, environmental or title condition of the Mixed Use Property. 2.5. 10 No Leases or Parties in Possession. Successor Agency shall have demonstrated to Developer the ability to deliver fee title to the Mixed Use Property to Developer free and clear of any tenants, lessees, licensees or any third party occupants or parties in possession, and executed the Title Company's standard form Commercial Owner's Affidavit as required by Section 2.8.2(f) below. 2.5.11 Site Condition. Developer shall have accepted or waived in accordance with Section 2.14 the Site Condition. 2.6 Escrow. Within three (3) calendar days of the Date of Agreement, the parties shall open an escrow with Escrow Agent for the conveyance of the Mixed Use Property to Developer ("Escrow"). 2.6.1 Costs of Escrow. Escrow Agent shall charge: (i) Developer for the following: the recording cost of the Grant Deed and other closing documents, the incremental excess cost of the premium for the ALTA extended coverage title policy, the cost of Endorsements (as hereinafter defined), if any, and one half of the escrow fees charged by the Escrow Agent; and (ii) Successor Agency for one half of escrow fees charged by Escrow Agent, Successor Agency's share of proration's and the cost of the CLTA title policy. Successor Agency shall take all actions and pay all charges and costs (if any) required by Section 2.9 and 2.10. 2.6.2 Escrow Instructions. This Agreement constitutes the joint escrow instructions of Developer and Successor Agency with respect to the conveyance of the Mixed Use Property to Developer, 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. 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 Successor Agency'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 excess premium for the ALTA Title Policy, including any endorsements requested by Developer. (b) Pay and charge Developer and Successor Agency for escrow fees, charges, and costs as provided in Section 2.6.1. OAK #4839-0050-9992 v8 17 Packet Pg. 82 Zo (c) Disburse funds as provided in Section 2.6.3(g) below and record the Grant Deed, Quitclaim Deed -Close of Escrow, and Assignment and Assumption Agreement when the Joint Condition Precedent, Developer Conditions Precedent and Successor Agency Conditions Precedent have been fulfilled or waived in writing by Developer and Successor Agency, as applicable. Immediately following recordation of the Grant Deed Escrow Agent shall first record the Quitclaim Deed -Close of Escrow, then the Assignment and Assumption Agreement, and thereafter any other recordable documents delivered into escrow for the Closing. (d) Do such other actions as necessary, including obtaining and issuing the Title Policy, to fulfill its obligations under this Agreement. (e) Direct Successor Agency 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. (f) 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. (g) Disburse the Purchase Price less Successor Agency's share of costs of Escrow in accordance with instructions to be provided by City and Successor Agency. 2.7 Closing. The escrow for conveyance of the Mixed Use Property 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 Successor Agency 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 Agreement shall automatically terminate; provided, however, that the Outside Date may be extended in accordance with an Environmental Force Majeure Delay or by mutual agreement of the parties, each in its sole discretion in accordance with Section 6.2 below. For purposes of this Agreement, "Closing" shall mean the time and day the Grant 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 Mixed Use Property: (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 Grant Deed; OAK #4839-0050-9992 v8 18 9.d Packet Pg. 83 co 9.d (c) one original executed and acknowledged Assignment and Assumption Agreement; and (d) one original executed Preliminary Change of Ownership Report for the Mixed Use Property. 2.8.2 At or before Closing, Successor Agency shall deposit, or cause City to deposit, into escrow the following items with respect to the Mixed Use Property: (a) one original executed and acknowledged Grant Deed; (b) one original executed and acknowledged Quitclaim Deed -Close of Escrow by City; (c) one original executed and acknowledged Assignment and Assumption Agreement by Successor Agency and City; (d) one duly executed non -foreign certification for the Mixed Use Property in accordance with the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended; (e) one duly executed California Form 593-W Certificate for the Mixed Use Property or comparable non -foreign person affidavit; (f) one Commercial Owner's Affidavit in the standard form of the Title Company; (g) any documents to be recorded as part of Developer's financing of the Project which Successor Agency has approved in writing pursuant to Section 3.7, along with a Request for Notice of Default executed by Successor Agency; and (h) all additional items, if any, not identified herein but nevertheless required for the Closing. 2.8.3 At Closing, Successor Agency and Developer shall each deposit a such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the conveyance of the Mixed Use Property w in accordance with the terms hereof. 2— W w 2.9 Review of Title. The Successor Agency shall cause the Title Company to deliver to Developer a standard CLTA preliminary title report or reports (the "Title w Report(s)") with respect to the title to the Mixed Use Property, together with legible copies X of the documents underlying the exceptions ("Exceptions") set forth in the Title Reports, within thirty (30) days from the date of approval of the Certificate of Compliance for the Mixed Use Property. The Developer shall have the right to reasonably approve or disapprove the Exceptions; provided, however, that the Developer hereby approves the following Exceptions: a OAK #4839-0050-9992 v8 19 Packet Pg. 84 a) The Redevelopment Plan; b) The lien of any non -delinquent property taxes and assessments (to be prorated at Close of Escrow), Developer shall have thirty (30) days from the date of its receipt of the Title Report and all Exceptions to give written notice to Successor Agency and Escrow Agent of Developer's approval or disapproval of any of such Exceptions set forth in the Title Report, in its reasonable discretion. Developer's failure to give written approval or disapproval of the Title Report within such time limit shall be deemed Developer's disapproval of the Title Report. If Developer notifies Successor Agency of its disapproval of any Exceptions in the Title Report, Successor Agency shall have the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days after receiving written notice of Developer's disapproval or provide assurances satisfactory to Developer that such Exception(s) will be removed on or before the Closing. If Successor Agency cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer shall have fifteen (15) days after the expiration of such thirty (30) day period to either give the Successor Agency written notice that Developer elects to proceed with the purchase of the Mixed Use Property subject to the disapproved Exceptions not removed by the Successor Agency or to give the Successor Agency written notice that the Developer elects to terminate this Agreement. The Exceptions to title to the Mixed Use Property approved by Developer as provided herein shall hereinafter be referred to as the "Condition of Title" of the Mixed Use Property. The Developer shall have the right to approve or disapprove any further Exceptions reported by the Title Company after the Developer has approved the Condition of Title for the Mixed Use Property (which are not created by Developer) including without limitation, any and all new exceptions disclosed by a survey of the Mixed Use Property. The Successor Agency shall not voluntarily create any new exceptions to title following the date of this Agreement. 2.10 Title Insurance. Concurrently with the recordation of the Grant Deed conveying the fee interest in the Mixed Use Property to Developer, there shall be issued to Developer, an ALTA owner's policy of title insurance ("Title Policy'), together with such endorsements as are requested by the Developer, issued by the Title Company insuring that the Condition of Title is as approved by Developer pursuant to Section 2.9 of this Agreement. The Title Company shall provide the Successor Agency with a copy of the Title Policy. The Successor Agency shall pay that portion of the premium for the Title Policy equal to the cost of a CLTA standard coverage Title Policy in the amount of the Coverage Amount. Any additional costs, including the additional incremental cost of an ALTA policy or any endorsements requested by the Developer, shall be borne by the Developer. Nothing herein shall be deemed to obligate the Successor Agency to pay for any additional premium or other charge necessary for the issuance of said Title Policy. 2.11 Property Taxes and Assessments. Ad valorem taxes and assessments levied, assessed or imposed on the Mixed Use Property for any period prior to the Closing, if any, shall be paid by Successor Agency. Ad valorem taxes and assessments OAK #4839-0050-9992 v8 20 9.d Packet Pg. 85 zo 9.d levied, assessed or imposed on the Mixed Use Property acquired by Developer or any other improvements thereon, for the period after the Closing shall be paid by Developer. 2.12 Documents. Successor Agency represents and warrants that, to the best of the Successor Agency' Actual Knowledge, as of the Date of Agreement, Successor Agency has furnished Developer with copies or provided Developer with access to any and all material existing surveys, inspection reports, environmental and/or hazardous material reports, and any other data, reports, studies, agreements, correspondence and other writings, including that certain Preliminary Report issued by Title Company, Effective Date December 18, 2015, Order No. NHSC-5061853, as may be subsequently amended and supplemented; Phase II Environmental Assessment dated February 28, 2008, prepared by Atkins Environmental H.E.L.P., Inc.; Geotechnical Engineering Investigation Report, dated November 14, 2007, prepared by Rybak Geotechnical, Inc.; Asbestos Report, dated July 24, 2006, prepared by Atkins Environmental H.E.L.P., Inc.; Lead Based Paint Survey Report, dated May 5, 2011, prepared by Atkins Environmental H.E.L.P., Inc.; ALTA/ACSM Land Title Survey, dated October 5, 2015, prepared by Sitetech, Inc.; Phase II Environmental Site Assessment & Limited Subsurface Investigation Report, dated November 5, 2015, prepared by Atkins Environmental H.E.L.P., Inc.; Geotechnical Investigations, dated November 10, 2015, prepared by Geocon West, Inc.; and Due Diligence / Initial Site Investigation, dated December 21, 2015, prepared by Sitetech Inc. (collectively, "Reports"), pertaining to the physical, environmental and/or title condition of the Mixed Use Property, and the use and development of the Mixed Use Property, which are in Successor Agency's possession or control. Successor Agency also represents and warrants that, to the best of the Successor Agency' Actual Knowledge, as of the Date of Agreement, Successor Agency has furnished Developer with copies of any and all unrecorded leases, service contracts, easements, licenses and/or other unrecorded agreements ("Unrecorded Agreements") (collectively, the Unrecorded Agreements and Reports are referred to herein as the "Documents") affecting the Mixed Use Property, or portion thereof. Successor Agency shall notify Developer in writing of any material changes to any Documents of which Successor Agency becomes aware of before Closing. Some of the Reports were provided to Successor Agency by Serrano pursuant to access provided to the Old Town Newhall Property in accordance with the ENA. Successor Agency acknowledges that these Reports were provided to it by Serrano with no representation or warranty as to their completeness or accuracy. Accordingly, Successor Agency makes no representation or warranty regarding the completeness or accuracy of any Documents provided to Developer. Successor Agency shall terminate any and all Unrecorded Agreements prior to Closing. 2.13 AS -IS CONVEYANCE. SUBJECT TO SATISFACTION OF THE DEVELOPER CONDITIONS PRECEDENT, DEVELOPER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SUCCESSOR AGENCY IS SELLING AND DEVELOPER IS PURCHASING AS OF THE CLOSING THE MIXED USE PROPERTY 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 OAK #4839-0050-9992 v8 21 Packet Pg. 86 Zo 9.d AND 2.12, DEVELOPER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES FROM SUCCESSOR AGENCY OR ANY OF SUCCESSOR AGENCY'S ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES OR ATTORNEYS (EACH, A "SUCCESSOR AGENCY PARTY" AND COLLECTIVELY, "SUCCESSOR AGENCY PARTIES") AS TO ANY MATTERS CONCERNING THE MIXED USE PROPERTY. 2.14 Independent Investigation; UST Removal Work. Prior to the Closing, Successor Agency has provided Developer a right of access to the Old Town Newhall Property pursuant to the terms of the ENA for purposes of physical investigation, including but not limited to, soil and groundwater testing, environmental audits, storm water retention analysis, and adequacy of utilities including water, sewer, gas and electricity. Developer acknowledges, agrees, represents, and warrants that, prior to Closing, Developer has been given a full opportunity to obtain, review, inspect and investigate each and every aspect of the Mixed Use Property, either independently or through agents of the Developer's choosing, including the following (herein collectively referred to as the "Site Condition") : (a) The size and dimensions of the Mixed Use Property. (b) The availability and adequacy of water, sewage, fire protection, and any utilities serving the Mixed Use Property. (c) All matters relating to title including extent and conditions of title to the Mixed Use Property, taxes, assessments, and liens. (d) All legal and governmental laws, statutes, rules, regulations, ordinances, limitations on title, restrictions or requirements concerning the Mixed Use Property including zoning, use permit requirements and building codes. (e) Natural hazards, including flood plain issues, currently or potentially concerning or affecting the Mixed Use Property. (f) The physical, legal, economic and environmental condition and aspects of the Mixed Use Property, and all other matters concerning the conditions, use or sale of the Mixed Use Property, including any permits, licenses, agreements, and liens, zoning reports, engineers' reports and studies and similar information relating to the Mixed Use Property. Such examination of the condition of the Mixed Use Property 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 Mixed Use Property as Developer deemed necessary or desirable. (g) Any easements and/or access rights affecting the Mixed Use Property. (h) Any contracts and other documents or agreements affecting the Mixed Use Property. OAK #4839-0050-9992 v8 22 Packet Pg. 87 Zo 9.d As a result of Developer's investigation of the Mixed Use Property, Developer has uncovered the presence of three (3) underground storage tanks ("USTs") and other underground structures and associated piping, as well as asbestos floor tile. Developer has secured a proposal dated December 2, 2015, from Atkin Environmental Help, Inc., to remove the USTs, underground structures, associated piping and asbestos floor tiles, as well as the removal and disposal of soil impacted by releases from the USTs, and backfill of clean material in the areas of excavation ("UST Removal Construction"), and preparation and approval of closure reports for the USTs, and securing a no further action ("NFA") letter from the appropriate regulatory agencies for the Old Town Newhall Property, if appropriate ("UST Removal Regulatory Approval")(co llectively the UST Removal Construction and UST Removal Regulatory Approval is referred to herein as the "UST Removal Work"). Within two hundred seventy (270) days of the Date of Agreement, Developer and Successor Agency shall execute and enter into a right of entry agreement, in a form to be agreed to by Successor Agency, acting through its Executive Director and General Counsel, and Developer providing Developer access to the Old Town Newhall Property to commence, undertake and complete the UST Removal Work. Neither Developer nor Successor Agency shall be in default of this Agreement if a right of entry agreement is not timely approved and executed by either Party. Should a right of entry agreement not be timely approved and executed by Developer and Successor Agency, then this Agreement shall terminate and neither Party shall have any liability, Claim or obligation to the other; provided, however, that the Parties may extend the date for performance by mutual agreement, each in its sole discretion, in accordance with Section 6.2 below. If the Parties timely approve and execute a right of entry agreement, then Developer shall, within ninety (90) days following approval of the Development Permit and expiration of all applicable appeal periods, commence or cause to be commenced the UST Removal Work on the Old Town Newhall Property and complete, or cause to be completed, the UST Removal Construction within one hundred twenty (120) days thereafter. The UST Removal Regulatory Approval shall be completed no later than sixty (60) days prior to the Outside Date for Closing the Mixed Use Property, subject to such extension as shall be provided due to an Environmental Force Majeure Delay in accordance with Section 6.2 below. Developer shall, within fifteen (15) days from the date of completion of the UST a Removal Work, give written notice to Successor Agency of Developer's approval or disapproval of any Site Condition, in its reasonable discretion. Developer's failure to give w written approval or disapproval of the Site Condition within such time limit shall be 2 deemed Developer's disapproval of the Site Condition. If Developer notifies Successor Agency of its disapproval of the Site Condition or is deemed to have disapproved the Site Condition, Successor Agency shall have the right, but not the obligation, to remedy any x disapproved Site Condition within thirty (30) days thereafter or provide assurances g satisfactory to Developer that such Site Condition will be remedied on or before the Closing. If Successor Agency cannot or does not elect to remedy any disapproved Site Condition within that period, Developer shall have fifteen (15) days after the expiration of such thirty (30) day period to either give the Successor Agency written notice that a Developer elects to proceed with the purchase of the Mixed Use Property subject to the OAK #4839-0050-9992 v8 23 Packet Pg. 88 9.d disapproved Site Condition not remedied by the Successor Agency or to give the Successor Agency written notice that the Developer elects to terminate this Agreement. As shall be provided in the right of entry agreement, Developer shall have the right to cancel all or any portion of the UST Removal Work to be undertaken on the Old Town Newhall Property prior to its completion. Upon a determination by Developer to cancel all or any portion of the UST Removal Work, Developer shall deliver to Successor Agency (i) written notice of said cancellation concurrently with the notice provided to the party Developer contracted with to undertake the UST Removal Work, (ii) a detailed description of the UST Removal Work completed and that which has been cancelled, and (iii) evidence that said contractor, materialmen and suppliers have been paid for all sums due for work, materials and supplies provided through the date of cancellation and any sum due as a result of the cancellation of said contract. This Agreement shall then terminate as of the date of the notice of cancellation delivered by Developer to Successor Agency. Upon termination of this Agreement pursuant to this Section 2.14, as shall be provided in a right of entry agreement, if timely approved and executed, any costs, fees or expenses incurred by Developer with respect to the UST Removal Work shall be the sole responsibility of Developer; Successor Agency shall have no obligation or liability to Developer or any party undertaking work directly or indirectly related to the UST Removal Work; and Developer shall defend, indemnify and hold Successor Agency free and harmless from Claims related to the UST Removal Work on the Old Town Newhall Property. 2.15 Disclaimers. Developer acknowledges and agrees that except as expressly set forth in Section 1.2.1 of this Agreement: (i) neither Successor Agency, nor any w Successor Agency Party, has made any representations, warranties, or promises to w Developer, or to anyone acting for or on behalf of Developer, concerning the condition of the Mixed Use Property or any other aspect of the Mixed Use Property; (ii) the condition of a the Mixed Use Property has been independently evaluated by Developer prior to the N Closing; and (iii) any information, including any engineering reports, architectural reports, V feasibility reports, marketing reports, title reports, soils reports, environmental reports, a analyses, data or other similar reports or information of whatever type or kind, if any, R which Developer has received or may hereafter receive from Successor Agency or any Successor Agency Party were and are furnished without warranty of any kind, excluding a the Successor Agency's Actual Knowledge of the untruthfulness of such reports or information, and on the express condition that Developer has made its own independent Y w verification of the accuracy, reliability and completeness of such information and that 2— Developer Developer may rely on the foregoing at its own peril and knowingly assumes such risk. w 2.16 Waivers and Releases. Developer hereby waives, releases and discharges w forever the Successor Agency and Successor Agency Parties from all present or future X 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, whether discovered before or after the Closing, and whether existing or created on the Mixed Use Property before or after the Closing, except a OAK #4839-0050-9992 v8 24 Packet Pg. 89 that arising out of (i) the Successor Agency's failure to disclose any information regarding the Site Condition within the Successor Agency's Actual Knowledge, or (ii) the gross negligence or willful misconduct of the Successor Agency or Successor Agency Parties, or any of them. Developer acknowledges that it is aware of and familiar with the provisions of California Civil Code Section 1542, which provides as follows: "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 hereby waives and relinquishes all rights and benefits which it may have under California Civil Code Section 1542. INITIALS: DEVELOPER 3. ENTITLEMENT AND DEVELOPMENT OF THE PROJECT. 3.1 Schedule of Performance. Within the times set forth in the Schedule of Performance, attached hereto as Exhibit D, Developer shall use its best efforts to apply for and secure all required permits, entitlements and governmental approvals as set forth herein, and thereafter Developer shall commence and complete construction of the Project, and satisfy all of Developer's obligations under this Agreement within the times established therefor in the Schedule of Performance, as the same shall be extended by Force Majeure Delays or Agreed Extensions of Performance pursuant to Section 6.2. The Schedule of Performance is subject to revision in writing from time to time as may be agreed to in the sole discretion of Developer and the Executive Director, or his or her designee. However, as provided in Section 6.2, in no event may Force Majeure Delays or Agreed Extension of Performance extend the Outside Date for Closing by more than one hundred eighty (180) calendar days; however, notwithstanding the foregoing, an Environmental Force Majeure Delay may extend the Outside Date for Closing by more than one hundred eighty (180) calendar days. 3.2 in the Schede shall approve Property, and certificate of ance, operty. Within the times set forth prepare and Successor Agency a plat map and legal description of the area comprising the Mixed Use Successor Agency shall thereafter process and obtain City approval of a compliance for the Mixed Use Property as a separate legal parcel in accordance with the California Subdivision Map Act and Chapter 16.35 of the Municipal Code. 3.3 Entitlement of the Project. Within the times set forth in the Schedule of Performance, the Developer shall submit all applications for and secure all required OAK #4839-0050-9992 v8 25 9.d Packet Pg. 90 co M 9.d Project Approvals, including the Development Permit, necessary for the development and construction of the Project. 3.4 Permits. Within the times set forth in the Schedule of Performance, Developer, at its expense, shall use its best efforts to apply for and secure or cause to be applied for and secured any and all permits and approvals which may be required by City and any other governmental agency having jurisdiction over the Project, including permits for the demolition and removal of any structures or improvements, if any, on the Mixed Use Property, and (if applicable) encroachment or right of entry permits for performance of the off-site utility improvements required by the Project Approvals. Within the times set forth in the Schedule of Performance, Developer shall: (a) submit to City and any other governmental agency having jurisdiction over the Project, plans necessary for issuance of all demolition, grading and building permits required to undertake, develop and construct the Project; and (b) secure from City and any other governmental agency having jurisdiction over the Project all demolition, grading and building permits required to undertake, develop and construct the Project. 3.5 Development of Project Improvements. Within the times set forth in the Schedule of Performance, the Developer shall construct and develop the Project in accordance with the Project Approvals, and Project Agreements. All such work related to the Project shall be performed by licensed contractors. 3.6 Cost of Development. All the costs of site preparation (including demolition and removal of all structures or improvements on the Mixed Use Property), planning, designing, constructing and developing the Project, incurred by Developer shall be borne solely by Developer. 3.7 Sources and Uses. Within the times set forth in the Schedule of Performance, Developer shall submit to Successor Agency for review and approval a R pro -forma budget (a) identifying reasonably anticipated and estimated costs of purchasing the Mixed Use Property and developing and constructing the Project, and (b) R identification of the anticipated sources of such funds ("Sources and Uses"). The Sources and Uses shall be submitted no later than (i) thirty (30) calendar days following the Date of Agreement, (ii) thirty (30) calendar days following approval of the Project Approvals, excluding the Subdivision, (iii) thirty (30) calendar days following Developer's a receipt of a commitment letter from its construction lender for the Project, and (iv) no less than five (5) calendar days following Developer's receipt of final loan documents o evidencing construction financing for the Project and, in any event, prior to Closing. The a Sources and Uses shall be updated from time to time before the Closing as provided herein and to the extent such information is available, shall be accompanied by evidence w reasonably satisfactory to Successor Agency that upon implementation of the Sources X and Uses, Developer shall have sufficient funds to meet all budget requirements. w Successor Agency shall conduct its review and approval of the Sources and Uses L submitted in a timely manner so as not to delay Closing. Successor Agency's approval of the Sources and Uses shall not be unreasonably withheld, conditioned or delayed. a OAK #4839-0050-9992 v8 26 Packet Pg. 91 9.d 3.8 Insurance Requirements. Prior to Commencement of Construction and until the completion of construction of the Project, as evidenced by recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4.3, Developer shall take out and maintain or shall cause its contractor to take out and maintain, a commercial general liability policy with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage, or such other higher policy limits as may be required by Developer's lenders or other institutions providing financing to Developer for the Project. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001). If commercial general liability insurance or other form with a general aggregate is used, the general aggregate limit shall be at least Five Million Dollars ($5,000,000), inclusive of any umbrella policy. Developer and each of its contractors shall also take out and maintain a comprehensive automobile liability policy in an amount not less than One Million Dollars ($1,000,000). Developer shall also take out and maintain, or shall cause its contractor to take out and maintain, contractor's pollution liability insurance policy in an amount not less than One Million Dollars ($1,000,000) per occurrence and annual aggregate. Starting at the commencement of framing the Project and until Final Completion of the Project, Developer shall also obtain and maintain builder's all-risk insurance in an amount not less than the full insurable cost of the improvements to be constructed, or caused to be constructed, on a replacement cost basis, or such other greater policy limits as may be required by Developer's lenders or other institutions providing financing for the Project. Further, Developer shall furnish or cause to be furnished to Successor Agency evidence reasonably satisfactory to Successor Agency that Developer and any contractor with whom it has contracted for the performance of work on the Mixed Use Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII or otherwise reasonably acceptable to Successor Agency. The commercial general liability, comprehensive automobile, and contractor's pollution liability insurance policies hereunder shall name Successor Agency and Successor Agency Parties as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Developer on or about the Mixed Use Property, including materials, parts or equipment furnished in connection with such work or operations. Developer shall furnish Successor Agency with a certificate of insurance evidencing the required insurance coverage and a duly executed endorsement evidencing such additional insured status. To the extent provided by the insurance carrier, the insurance policies shall be endorsed to notify Successor Agency of any material change, cancellation or termination of the coverage at least 30 days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by Developer shall be primary insurance and shall not be contributing with any insurance, self-insurance or joint self-insurance maintained by Successor Agency or any Successor Agency Party, and the policy shall so provide. Any insurance, OAK #4839-0050-9992 v8 27 Packet Pg. 92 zo 9.d self-insurance or joint self-insurance maintained by Successor Agency or any Successor Agency Party shall be excess of and shall not contribute with the insurance required to be 4 maintained by Developer. The insurance policies shall contain a waiver of subrogation c for the benefit of Successor Agency and any Successor Agency Party. The required CO certificate and endorsement for the Project shall be furnished by the Developer to w Successor Agency prior to the commencement of construction of the Project. a 0 Any deductibles or self-insured retentions must be declared to and approved by w Successor Agency (which shall not be unreasonably withheld, conditioned or delayed), which may require Developer to provide proof of its ability to pay losses and costs of related investigation, claim administration, and defense expenses within the retention. w Y 3.9 Rights of Access. Prior to recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4.3, Successor Agency representatives shall have the w right of access to the Mixed Use Property, without charges or fees, at reasonable times a and after prior arrangement with Developer, so long as such representatives comply with w all safety rules of Developer and its contractors and insurers and do not unreasonably N interfere with the progress of construction of the Project. Nothing herein shall be deemed to limit the ability of City to conduct code enforcement and other administrative w inspections of any portion of the Mixed Use Property or Project at any time in accordance L with applicable law. Successor Agency shall indemnify, defend, protect and hold 2 Developer harmless from any Claims to the extent caused by the negligence or willful a misconduct of Successor Agency representatives in the course of accessing the Mixed Use Property. M 3.10 Compliance With Applicable Laws. Developer shall carry out, and shall Y w ensure that its contractors and subcontractors carry out the UST Removal Work and w Project work in conformity with all Applicable Laws, including all applicable state labor laws and standards; the City zoning and development standards; building, plumbing, a mechanical and electrical codes; all other provisions of the Municipal Code; and all N 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 R seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil R Code Section 51, et seq. 3.11 Final Completion of Prosect. Following Final Completion of the Project, any a party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Mixed Use Property shall not (because of such ownership, purchase, lease or o acquisition) incur any obligation or liability under this Agreement with respect to such Project. Except as otherwise provided herein, after Final Completion of the Project, neither Successor Agency nor any other person shall have any rights, remedies or controls with respect to the Mixed Use Property that it would otherwise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provision of this Agreement, and the respective rights and obligations of the parties with reference to w the Mixed Use Property shall be as set forth in the Grant Deed. R Q OAK #4839-0050-9992 v8 28 Packet Pg. 93 9.d 3.12 Liens and Stop Notices. Developer shall not allow to be placed on the Mixed Use Property or any part thereof or any adjacent property (including without limitation any portion of the Old Town Newhall Property then owned by Successor Agency) any lien or stop notice arising from any work or materials performed or provided or alleged to have been performed or provided by Developer's contractors, subcontractors, agents or representatives, including but not limited to the UST Removal Work. If a claim of a lien or stop notice is given or recorded affecting the Mixed Use Property or any adjacent property, Developer shall within 60 days of Developer becoming aware of such recording or service: (i) pay and discharge the same; or (ii) effect the release thereof by recording and delivering to the City Manager a surety bond in sufficient form and amount. 3.13 Right of Successor Agency to Satisfy Other Liens After any Closing. After Closing, and provided the requirements set forth in Section 3.12 have not been met by Developer, Successor Agency shall have the right, but not the obligation, upon not less than ten (10) days prior written notice to Developer, to satisfy any such liens or stop notices. In such event, Developer shall be liable for and Successor Agency shall be entitled to reimbursement by Developer for the amount reasonably paid by the Successor Agency to discharge such lien or satisfy such stop notice. 3.14 Mortgage, Deed of Trust, Sale and Lease -Back Financing. 3.14.1 No Encumbrances Except Mortgages, Deeds of Trust for Development. Prior to Final Completion of the Project, mortgages and deeds of trust will be permitted on the Mixed Use Property only to the extent otherwise provided in this Agreement, and only for the purpose of financing the acquisition and/or construction and w development of the Project improvements (including but not limited to, design, planning, w permitting, remediation, site preparation and horizontal and vertical construction) on the Mixed Use Property owned by Developer. Following Final Completion of the Project, a mortgages and deeds of trust shall be permitted for any purpose, and Successor Agency N shall have no approval or disapproval rights with respect thereto. The preceding to the V contrary notwithstanding, following the Substantial Completion of improvements for the a Project, Developer shall be permitted to obtain, without the consent or approval of the R Successor Agency, permanent financing to be secured by the Mixed Use Property upon which such improvements were Substantially Completed. The words "mortgage" and a "deed of trust" as used herein shall include other appropriate modes of financing real estate acquisition, construction, and land development. Y w 2 A 3.14.2 Holder Not Obligated to Construct Improvements. Neither the holder a w of any mortgage or deed of trust on the Mixed Use Property nor any person or entity, including any deed of trust beneficiary or mortgagee, who acquires title or possession to w the Mixed Use Property, by foreclosure, trustee's sale, deed in lieu of foreclosure or X otherwise, shall be obligated by the provisions of this Agreement to construct or complete the Project improvements or to guarantee such construction or completion. Nothing in this Agreement shall be deemed to or be construed to permit or authorize any such holder, person or entity to devote the Mixed Use Property or portion thereof to any uses or to construct any improvements thereon other than those uses and Project improvements a OAK #4839-0050-9992 v8 29 Packet Pg. 94 9.d provided for or authorized by this Agreement, the Project Approvals, or as otherwise agreed to by the Successor Agency. 3.14.3 Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage or deed of trust granted by Developer on the Mixed Use Property, whenever Successor Agency shall deliver any Notice or demand to Developer with respect to any breach or Default by Developer hereunder, Successor Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust on the Mixed Use Property a copy of such Notice or demand. No Notice of Default shall be effective as to the holder unless such Notice is given. Each such holder shall (insofar as the rights of Successor Agency are concerned) have the right, at its option, within sixty (60) days after the receipt of the Notice, to cure or remedy or commence to cure or remedy any such Default and to add the cost thereof to the mortgage debt and the lien of its mortgage. If such breach or Default cannot reasonably be cured within such sixty (60) day period, then such holder shall have a reasonable period of time following the expiration of such sixty (60) day period to cure or remedy such breach or Default so long as such holder commences such cure or remedy within the initial sixty (60) day period and diligently prosecutes such cure or remedy to completion. In the event possession of the Mixed Use Property is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied if it commences the proceedings necessary to obtain possession thereof within sixty (60) days, diligently pursues such proceedings to completion, and, after obtaining possession, diligently completes such cure or remedy (the foregoing time periods being subject to extension during the period that such holder is precluded from taking or pursuing any such action as a consequence of any bankruptcy stay or other court order). Nothing in this Agreement shall preclude or prevent any holder of record of any mortgage or deed of trust on the Mixed Use Property from curing or remedying any breach or Default by Developer hereunder, and Successor Agency agrees to accept any such cure or remedy undertaken by any such holder of record of any mortgage or deed of trust on the Mixed Use Property. 3.15 Covenants Regarding Operation, Management and Maintenance Prior to Closing. From the Date of Agreement until the Closing or earlier termination of this R Agreement, Successor Agency shall operate, manage and maintain the Mixed Use Property in a manner generally consistent with the manner in which Successor Agency has operated, managed and maintained the Mixed Use Property prior to the date hereof. a Notwithstanding the foregoing, from and after the Date of Agreement, excepting the continued use of all or a portion of the Mixed Use Property for public parking and w occasional use as a farmer's market and other City sponsored events or activities, Successor Agency shall not: (a) cause nor voluntarily permit, any new lien, encumbrance or any other matter to cause the condition of title to be changed, without Developer's prior written consent, other than liens or other assessments, bonds, or special district liens x including without limitation, Community Facility Districts, that arise by reason of any local, g City, Municipal or County Project or Special District; (b) enter into any agreements with any governmental agency, utility company or any person or entity regarding the Mixed Use Property, which would remain in effect after the Closing (other than to implement any matter described in (a) above), without obtaining Developer's prior written consent; or (c) a amend any existing licenses, agreements or leases, or enter into any new licenses, OAK #4839-0050-9992 v8 30 Packet Pg. 95 agreements or leases, that would give any person or entity any right of possession to any portion of the Mixed Use Property, or which would remain in effect after the Closing. 4. COVENANTS, RESTRICTIONS AND AGREEMENTS. 4.1 Uses. Developer shall use the Mixed Use Property, in accordance with the Project Approvals, as a mixed use development of retail and restaurant uses on the ground floor, with three to four floors of residential uses above the ground floor, and approximately 85 subterranean parking spaces serving the residential complex beneath the ground floor retail and restaurant uses. Notwithstanding anything to the contrary herein, including but not limited to the "Recitals", it is Developer's design and intention to construct the Project consistent with the Conceptual Project Plans and the governing Specific Plan, subject to changes mandated by permitting and regulatory agencies. Developer retains the right, however, to continue to develop and refine the design for the Project and to make changes thereto as it deems fiscally responsible for an economically viable project within the constraints described above. 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 Mixed Use Property and the Project, subject to Developer's right to contest in good faith any such taxes. 4.3 Effect and Duration of Covenants. The covenants established in this Agreement and the Grant Deed shall, without regard to technical classification and 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 Grant 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 Grant Deed and the covenants running with the land have been provided. This Agreement and the Grant Deed and the covenants therein shall run in favor of the Successor Agency and City without regard to whether the Successor Agency or City has been, remains, or is an owner of any land or interest in the Mixed Use Property. Subject to the limitations on remedies set forth in Section 5 hereto, the Parties shall have the right, if this Agreement, the Grant 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 Grant Deed. 4.4 No Successor Agency Approval of Tenants Required. Developer shall not be required to obtain the Successor Agency's consent or approval as to the tenants to whom Developer may lease portions of the Project and the Successor Agency shall not impose any restrictions or limitations on the nature of the tenants to whom Developer may lease portions of the Project; except that the use of the Mixed Use Property acquired by Developer shall be subject to the use restrictions and limitations created by the Project Approvals and applicable zoning affecting the Project. OAK #4839-0050-9992 v8 31 9.d Packet Pg. 96 ZI 9.d 4.5 Obligation to Refrain From Discrimination; Form of Non -Discrimination and Non -Segregation Clauses. Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Mixed Use Property, any improvements thereon, or any part thereof, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Mixed Use Property herein conveyed. The foregoing covenants and all other provisions of this Section 4.5 shall run with the land and shall be contained in each subsequent grant deed conveying title to the Mixed Use Property, any improvements thereon, or any part thereof, to any subsequent owner, and the provisions of this Section 4.5 shall survive expiration or other termination of this Agreement. Developer shall refrain from restricting the rental, sale or lease of the Mixed Use Property or any improvements thereon, or any part thereof, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code. All such deeds, leases or contracts for the rental, sale or lease of the Mixed Use Property or any improvements thereon, or any part thereof, shall contain or be subject to substantially the following nondiscrimination or non -segregation clauses: (a) In deeds the following language shall appear: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases the following language shall appear: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as OAK #4839-0050-9992 v8 32 Packet Pg. 97 zo 9.d those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." (c) In contracts, the following language shall appear: "There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." 4.6 Effect and Duration of Covenants. The covenants against discrimination, as set forth in Section 4.5 shall remain in effect in perpetuity. 4.7 Sales Tax Point of Sale Designation. Developer shall use commercially reasonable efforts to the extent allowed by law to require all persons and entities providing bulk lumber, concrete, structural steel and pre -fabricated building components, such as roof trusses, to be used in connection with the construction and development of, or incorporated into, the Project, to (a) obtain a use tax direct payment permit; (b) elect to w obtain a subcontractor permit for the job site of a contract valued at Five Million Dollars ($5,000,000) or more; or (c) otherwise designate the Mixed Use Property as the place of a use of material used in the construction of the Project in order to have the local portion of N the sales and use tax distributed directly to City instead of through the county -wide pool. V Developer shall instruct its general contractor(s) for the Project to, and cause such a general contractor(s) to instruct its/their subcontractors to, cooperate with City to ensure R the local sales/use tax derived from construction of the Project is allocated to City to the fullest extent possible. To assist City in its efforts to ensure that such local sales/use tax a is so allocated to City, Developer shall provide City with such information as shall be reasonably requested by City regarding subcontractors working on the Project with Y w contracts in excess of the amount set forth above, including a description of all applicable 2— work and the dollar value of such subcontracts. City may use such information to contact each subcontractor who may qualify for local allocation of use taxes to City. Notwithstanding the foregoing, other than the cost of incidental paperwork and record keeping, any such efforts to have the local sales/use tax derived from construction of the x X Project allocated to City to the fullest extent possible shall be at no increased costs or expense to Developer or any general contractor or subcontractor working on the Project, and neither Developer nor any such general contractor or subcontractor shall be required to take any action pursuant to this section that would result, directly or indirectly, (i) in any increase in the cost of the Project, or (ii) in any such general contractor or subcontractor a OAK #4839-0050-9992 v8 33 Packet Pg. 98 9.d being characterized as a "reseller" (as opposed to a "consumer"), whether for purposes of the taxation of `freight -in' charges, any fabrication activities or otherwise. 5. DEFAULTS AND REMEDIES. 5.1 Default Remedies - General. Subject to the extensions of time set forth in Section 6.2 of this Agreement (except as to the Outside Date for Closing), failure by the Developer or Successor Agency 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, constitutes a "Default" under this Agreement. The failure by a party to satisfy one or more of the Conditions Precedent as set forth in Sections 2.4 and 2.5 hereof shall not be a "Default" hereunder, but the failure to act in good faith and exercise reasonable efforts to satisfy any such Condition Precedent shall constitute a "Default" following Notice 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 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 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. 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. Successor Agency 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 a the date of a written request by any Party, which written request shall specify the nature of and extent of the Default to be resolved and any proposed resolution thereof ("Request o to Resolve Dispute"). Unless otherwise agreed to amongst the Parties, the meeting a shall be held at the administrative offices of the Successor Agency. The foregoing notwithstanding, the meeting shall be held at the Mixed Use Property if the ability to view w the Mixed Use Property or the Project will serve to resolve the Default. X The meeting shall be attended by representatives of the Successor Agency and Developer and their respective consultants, contractors, subcontractors or other parties L 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 a OAK #4839-0050-9992 v8 34 Packet Pg. 99 9.d 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. 5.2.2 Institution of Legal Actions. Except as otherwise specifically a provided herein, upon the occurrence of a Default, the non -defaulting party shall have the N right, in addition to any other rights or remedies, to institute any action at law or in equity to 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 L actions must be instituted in the Superior Court of the County of Los Angeles, State of California, or in the Federal District Court for the Central District of the State of California. a 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 party. 5.2.3 Liquidated Escrow on the Mixed Use Pro APPLICABLE CURE PERIODS AND ANY PERMITTED EXTENSIONS OF TIME AS PROVIDED IN THIS AGREEMENT, IF DEVELOPER FAILS TO CLOSE ESCROW AS REQUIRED UNDER THIS AGREEMENT (A "CLOSING DEFAULT"), THE SUCCESSOR AGENCY MAY SUFFER DAMAGES AND THAT 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, SUCCESSOR AGENCY SHALL BE ENTITLED TO RETAIN DEVELOPER'S DEPOSIT. THE DEVELOPER'S DEPOSIT SHALL SERVE AS LIQUIDATED DAMAGES TO THE SUCCESSOR AGENCY FOR A CLOSING DEFAULT. THE VALUE OF THE DEVELOPER'S DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES THAT THE SUCCESSOR AGENCY WOULD INCUR IN THE EVENT OF A CLOSING DEFAULT. RETENTION OF THE DEVELOPER'S DEPOSIT SHALL BE THE SUCCESSOR AGENCY'S SOLE AND EXCLUSIVE REMEDY AGAINST DEVELOPER IN THE EVENT OF A CLOSING DEFAULT, AND THE SUCCESSOR AGENCY WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST DEVELOPER ON ACCOUNT OF A CLOSING DEFAULT, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE AND MONETARY DAMAGES. THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF OAK #4839-0050-9992 v8 35 Packet Pg. 100 9.d THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO THE SUCCESSOR AGENCY PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. SUCCESSOR AGENCY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. BY PLACING ITS INITIALS BELOW, DEVELOPER AND SUCCESSOR AGENCY 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 CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. INITIALS: SUCCESSOR AGENCY DEVELOPER 5.2.4 Acceptance of Service of Process. In the event that any legal action is commenced by Developer against Successor Agency, service of process on Successor Agency 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 Successor Agency 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 a under Sections 2.7, 2.9 and 2.14 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 Successor Agency Condition Precedent w (which is not waived by the party whom the condition benefits) by timely Notice from the w party whom the condition benefits. If requested by Successor Agency, upon termination of this Agreement, Developer shall promptly execute and deliver to Successor Agency a a quitclaim deed, in recordable form, as to the Mixed Use Property. a Upon termination of this Agreement due to failure of the Joint Condition Precedent or by Successor Agency or Developer pursuant to Sections 2.9 or 2.14, Developer shall be entitled to a refund of the Developer Deposit and neither Party shall have any further liability, 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 Successor Agency or Developer terminating this Agreement as provided by Sections 2.7, 2.9 or 2.14, 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 OAK #4839-0050-9992 v8 36 Packet Pg. 101 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 SUCCESSOR AGENCY - 5.4 Successor Agency Option to Repurchase, Reenter and Repossess. 5.4.1 As to Mixed Use Property. Following the Closing and subject to notice and opportunity to cure under Section 5.1 and applicable Force Majeure Delay under Section 6.2, Successor Agency shall have the additional right, at its option, to repurchase, reenter and take possession of the Mixed Use Property if after conveyance of title to the Mixed Use Property, Developer shall: (a) Fail to Commence Construction of the Project within the time set forth on the Schedule of Performance, as extended by Force Majeure Delay(s); or (b) Abandon or substantially suspend construction of the Project for a period of 180 consecutive days after Commencement of Construction, as extended by Force Majeure Delay(s). 5.4.2 Such rights to repurchase, reenter and repossess, to the extent provided in this Agreement and Grant Deed, shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: (a) Any mortgage, deed of trust or other security instrument permitted by this Agreement (including, without limitation, any assignment of rents and leases); or (b) Any rights or interests provided in this Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments. 5.4.3 To exercise its right to repurchase, reenter and take possession with respect to the Mixed Use Property, Successor Agency shall pay to Developer in cash an amount equal to: (a) The Purchase Price paid by Developer for the Mixed Use Property; plus (b) The actual hard costs incurred by Developer and paid to third parties for labor and materials for the construction of the improvements existing on the Mixed Use Property at the time of the repurchase, reentry and repossession; plus (c) The actual soft costs incurred by Developer and paid to third parties in connection with the design and permitting of the improvements existing on the OAK #4839-0050-9992 v8 37 9.d zo Packet Pg. 102 Mixed Use Property at the time of the repurchase, reentry and repossession and/or contemplated to be developed on the Mixed Use Property; plus (d) All other costs and expenses incurred by Developer and paid to third parties in connection with this Agreement and/or the design, permitting, construction, leasing and/or financing of the improvements existing on the Mixed Use Property at the time of the repurchase, reentry and repossession and/or contemplated to be developed on the Mixed Use Property; less (e) Any actual income withdrawn or made by Developer from the Mixed Use Property or the improvements thereon; less (f) The total outstanding amount of any mortgages, deeds of trust or other liens encumbering the Mixed Use Property that are superior to City's repurchase option at the time of the repurchase, reentry and repossession. In order to exercise such purchase option, Successor Agency shall, subject to the instruments and provisions described above, give Developer Notice of such exercise and Developer shall, within 60 days after Developer's receipt of such Notice, provide Successor Agency with a detailed accounting of all of Developer's costs incurred as provided above. Successor Agency, within 30 days thereafter, shall pay to Developer in cash all sums owing pursuant to this Section 5.4.3, if any, and Developer shall thereupon execute and deliver to Successor Agency a grant deed transferring to Successor Agency all of Developer's interest in the Mixed Use Property for which Successor Agency's repurchase option applies. If Developer conveys any portion of the Mixed Use Property to Successor Agency pursuant to the terms of this Section 5.4.3, then Successor Agency shall be charged with all knowledge it had regarding the Mixed Use Property before execution of this Agreement and any information provided to it by the Developer up to and including the time of conveyance pursuant to this Section 5.4.3. Successor Agency acknowledges that it shall use its independent judgment and make its own determination as to the scope and breadth of the due diligence investigation which it shall make relative to the Mixed Use Property, or applicable portion thereof, to be reacquired by the Successor Agency pursuant to Successor Agency's exercise of its repurchase option. Successor Agency's rights under this Section 5.4.3, and as set forth in the Grant Deed, are assignable by Successor Agency to City in accordance with Section 6.3, and shall terminate upon Final Completion. Upon Final Completion, Successor Agency shall cause City, as successor by assignment to the Successor Agency in accordance with Section 6.3, to execute, acknowledge and record a Quitclaim Deed -Final Completion evidencing the termination of the repurchase option under this Section 5.4.3, as set forth in the form attached hereto as Exhibit F and incorporated herein. 5.5 Rights and Remedies Are Cumulative. Except as specified otherwise in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, OAK #4839-0050-9992 v8 38 9.d co Packet Pg. 103 9.d 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. 5.6 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 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 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 Successor Successor Agency to Redevelopment Agency: Agency of the City of Santa Clarita a Office of the Executive Director 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Kenneth W. Striplin, Executive Director E With a copy to: Successor Agency to Redevelopment Agency of the City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Thomas Cole, Director of Community Development and: Successor Agency to Redevelopment Agency of the City of Santa Clarita Office of the General Counsel 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Joseph Montes, General Counsel To Developer: Serrano Development Group 500 North Brand Boulevard, Suite 2120 Glendale, CA 91203 Attention: Jason Tolleson, Principal OAK #4839-0050-9992 v8 39 Packet Pg. 104 9.d With a copy to: Pacific Coast Housing Development, LLC 24233 Creekside Road Santa Clarita, CA 91355 Attention: Jeffrey W. Paul 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 Property, or any portion thereof following Closing; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; acts or omissions of the other party; acts or failures to act of the Successor Agency or any other public or governmental agency or entity when the delay is not primarily caused by the actions of Developer and/or its agents or consultants through the submission of patently substandard plans, specifications or other documents (other than the acts or failures to act of the Successor Agency which shall not excuse performance by the Successor Agency) (each a "Force Majeure Delay"); or environmental conditions, pre-existing or discovered, delaying the completion of the UST Removal Construction or UST Removal Regulatory Approval ("Environmental 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 a Notice by the party claiming such extension is sent to the other party within thirty (30) Y days of the commencement of the cause. For purposes of an Environmental Force w Majeure Delay, commencement of the cause shall be deemed to be date the UST 2— Removal Removal Construction or UST Removal Regulatory Approval was to have been w completed as provided in Section 2.14. V W If Notice is sent after such 30 day period, then the extension shall commence to X 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 or Environmental 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 a OAK #4839-0050-9992 v8 40 Packet Pg. 105 justification of the alleged Force Majeure Delay or Environmental 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 Successor Agency and Developer. Notwithstanding any provision of this Agreement to the contrary, the lack of funding to commence and/or complete the 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 Successor Agency and Developer as agreed to in the sole discretion of each party ("Agreed Extension of Performance"). The Executive Director may agree to no more than a cumulative total of one hundred eighty (180) calendar days extension of time for performance under this Agreement as an Agreed Extension of Performance. In no event shall a Force Majeure Delay, Force Majeure Delays or Agreed Extension of Performance extend the Outside Date for Closing by more than one hundred eighty (180) calendar days; however, notwithstanding the foregoing, the Outside Date for Closing shall be extended by more than one hundred eighty (180) calendar days, if necessary, due to an Environmental Force Majeure Delay. 6.3 Successors and Assigns; Assignment to City. 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 Successor Agency 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. Successor Agency's rights and obligations as set forth in Section 5.4 of this Agreement, and as reflected in the Grant Deed, with respect to the option to repurchase, reenter and repossess the Mixed Use Property in the event of a violation thereof, shall be assigned to City in accordance with the terms of the Assignment and Assumption Agreement in the form attached hereto as Exhibit E and incorporated herein. Developer shall consent to said Assignment and Assumption Agreement, which shall be recorded concurrently with the Grant Deed at the Closing. 6.4 Relationship Between Successor Agency and Developer. It is hereby acknowledged that the relationship between Successor Agency and Developer is not that of a partnership or joint venture and that Successor Agency 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, Successor Agency shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Project. 6.5 Successor Agency Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by Successor Agency, the Executive Director or his or her designee is authorized to act on behalf of Successor Agency, unless specifically provided otherwise or the context requires otherwise. OAK #4839-0050-9992 v8 41 9.d Zo Packet Pg. 106 9.d 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. Successor Agency 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 real estate commissions, broker's fees, or finder's fees which may accrue by means of the conveyance of the Mixed Use Property as described in this Agreement, or the negotiation and execution of this Agreement. Each party shall indemnify, defend, protect and hold the other party harmless from any and all Claims based upon any assertion that such commissions or fees are allegedly due from the party making such representations. 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 expressly stated otherwise. References to specific section numbers shall include all subsections which follow the referenced section. 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 o writing and in each instance signed on behalf of each party. Successor Agency, acting by a and though its Executive Director upon the approval of the General Counsel, may approve alterations, changes or modifications to this Agreement and the Project w Agreements without further approval of the board of the Successor Agency or Oversight X Board 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 do not materially increase or decrease the legal, equitable or financial obligations or rights of the Successor Agency hereunder, or decrease the amount of the Purchase Price. a OAK #4839-0050-9992 v8 42 Packet Pg. 107 9.d 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 following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any 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. 6.15 Time of Essence. Time is expressly made of the essence with respect to the performance by Successor Agency 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 Successor Agency member, official or employee of Successor Agency 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 a Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. o a 6.18 Time for Acceptance of Agreement by Successor Agency. This Agreement, when executed by Developer and delivered to Successor Agency, must be authorized, w executed and delivered by Successor Agency on or before ninety (90) days after signing X 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 delivery of this Agreement. Developer hereby L acknowledges that the authorization, execution and delivery of this Agreement by Successor Agency, requires the approval of the Successor Agency and Oversight Board. a OAK #4839-0050-9992 v8 43 Packet Pg. 108 9.d 6.19 Developer's Indemnity. Except for the gross negligence or willful misconduct of the Successor Agency or Successor Agency Parties (collectively "Successor Agency Indemnitees"), Developer shall indemnify (with one (1) counsel reasonably acceptable to the Successor Agency, unless there is a conflict of interest by, among or between any of the Indemnitees, whether individuals or entities in which case separate counsel shall be provided by Developer for each such Indemnitee to the extent such separate counsel is authorized, approved and funded by Developer's insurance carrier) the Indemnities 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 Indemnitees (collectively, "Developer Liabilities") which result from the performance of this Agreement by Developer or Developer's ownership, development, use, or operation of the Mixed Use Property or any portion thereof, excepting those liabilities which are caused by (i) Indemnitees' (or any of them) gross negligence or willful misconduct, (ii) any litigation related to the validity of this Agreement or Project Approvals, or (iii) Developer's performance of the UST Removal Work which shall be governed by the terms of a right of entry agreement to be negotiated between Successor Agency and Developer. Successor Agency 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. Indemnitees and Developer shall each have the right to request that any case be handled through an alternative dispute resolution process. The Successor Agency and 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 Indemnitees from any Liabilities resulting from Developer's failure to comply with Applicable Laws. The duty to defend is a separate and distinct obligation from the Developer's duty a� to indemnify. The Developer shall be obligated to defend, in all legal, equitable, w administrative, or special proceedings, with one (1) counsel reasonably acceptable to the N Successor Agency, unless there is a conflict of interest by, among or between any of the V Indemnitees, whether individuals or entities in which case separate counsel shall be provided by Developer for each such Indemnitee, the Indemnitees immediately upon tender to Developer of the claim in any form or at any stage of an action or proceeding, 2 whether or not liability is established to the extent such separate counsel is authorized, a approved and funded by Developer's insurance carrier. An allegation or determination of comparative negligence or willful misconduct by an Indemnitee does not relieve the w Developer from its separate and distinct obligation to defend the Indemnitees. The a 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 x willful misconduct of the 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 an E Indemnitee, Developer may submit a claim to the Successor Agency for reimbursement R of reasonable attorneys' fees and defense costs. The review, acceptance or approval of the Project by any Indemnitee shall not affect, relieve or reduce the Developer' a OAK #4839-0050-9992 v8 44 Packet Pg. 109 9.d indemnification or defense obligations. 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 Successor Agency's Indemnity. Except for the gross negligence or willful misconduct of the Developer or Developer's officers, agents, employees, principals, owners, managers, representatives, contractors, subcontractors, consultants or attorneys (collectively "Developer Indemnitees"), Successor Agency 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 Successor Agency for each such Developer Indemnitee to the extent such separate counsel is authorized, approved and funded by Successor Agency's insurance carrier) the Developer Indemnities 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, "Successor Agency Liabilities"), which result from the use of all or a portion of the Mixed Use Property for public parking, farmer's market or other City sponsored events or activities arising prior to Closing. Developer agrees to work with Successor Agency to discuss and effectuate settlement of any litigation hereunder where it is in the parties' best interests to do so. The Successor Agency and Developer agree to fully cooperate with one another in any case where no conflict of interest between the parties is apparent. The duty to defend is a separate and distinct obligation from the Successor r Agency's duty to indemnify. The Successor Agency shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, 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 w counsel shall be provided by Successor Agency for each such Developer Indemnitee, N immediately upon tender to Successor Agency of the claim in any form or at any stage of V an action or proceeding, whether or not liability is established to the extent such separate R counsel is authorized, approved and funded by Successor Agency's insurance carrier. An allegation or determination of comparative negligence or willful misconduct by an Developer Indemnitee does not relieve the Successor Agency from its separate and a distinct obligation to defend the Developer Indemnitees. The obligation to defend Z extends through final judgment, including exhaustion of any appeals. The defense w obligation includes an obligation to provide independent defense counsel if Successor 2 Agency 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 Successor Agency's insurance carrier. If x it is finally adjudicated that liability was caused by the active negligence or willful g misconduct of a Developer Indemnitee, Successor Agency may submit a claim to the Developer for reimbursement of reasonable attorneys' fees and defense costs. The review, acceptance or approval of the Project by any Indemnitee shall not affect, relieve or reduce the Successor Agency's indemnification or defense obligations. This Section survives completion or the termination of this Agreement. a OAK #4839-0050-9992 v8 45 Packet Pg. 110 9.d 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 Successor Agency'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 Successor Agency may choose not to defend any such proceeding challenging the validity of any provision of this Agreement or the Successor Agency'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 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 agreement so long as it does not impact any litigation deadlines. The Successor Agency and Developer 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 regarding confidentiality. The Executive Director is authorized to negotiate and enter such joint defense agreement in a form acceptable to the General Counsel. Such joint defense agreement shall also provide that any proposed settlement of an Initial Litigation Challenge shall be subject to Successor Agency's and Developer's approval, each in its reasonable discretion. If the terms of the proposed settlement would constitute an amendment or modification of this Agreement, the settlement shall not become effective unless such amendment or modification is approved by Developer, and by Successor Agency in accordance with Applicable Laws, and Successor Agency reserves its full legislative discretion with respect thereto. 6.22 Non -liability of Officials and Employees of Successor Agency. No member, official or employee of Successor Agency shall be personally liable to Developer, or any N successor in interest, in the event of any Default or breach by Successor Agency or for any amount which may become due to Developer or its successors, or on any obligations R under the terms of this Agreement. Developer hereby waives and releases any claim it may have against the members, officials or employees of Successor Agency with respect to any Default or breach by Successor Agency or for any amount which may become due a to Developer or its successors under the terms of this Agreement. v w 6.23 Legal Fees. If any Party to this Agreement brings any action or suit against 2 another Party regarding any matter relating to or arising out of this Agreement, then all w Parties shall bear their own fees, costs and expenses incurred therein, including any and all attorneys' fees. x 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 Court of California in and for the County of Los Angeles or the United States District Court, Central District of California. a OAK #4839-0050-9992 v8 46 Packet Pg. 111 6.25 Survival. The Parties' indemnification obligations under Sections 3.9, 6.8, 6.19 and 6.20 shall survive termination of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. SUCCESSOR AGENCY: SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a public entity Kenneth W. Striplin, Executive Director APPROVED AS TO FORM: an Joseph Montes, General Counsel ATTEST: Secretary DEVELOPER: OLD TOWN-MAIN,LLC, a California limited liability company an Jeffrey W. Paul, Its Manager OAK #4839-0050-9992 v8 47 9.d zo Packet Pg. 112 EXHIBIT A LEGAL DESCRIPTION - OLD TOWN NEWHALL PROPERTY Real property in the City of Santa Clarita, County of Los Angeles, State of California, described as follows: PARCEL A: APN 2831-007-901 THROUGH 2831-007-907 PARCEL 1: LOTS 3 TO 12 INCLUSIVE, BLOCK 16, TOWN OF NEWHALL, 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. EXCEPT THE NORTHWESTERLY 10 FEET OF SAID LOT 3. ALSO EXCEPT A PORTION OF LOTS 11 AND 12, DESCRIBED AS FOLLOWS: A SPANDREL SHAPED PARCEL OF LAND BOUNDED NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID BLOCK, BOUNDED SOUTHEASTERLY BY THE SOUTHEASTERLY LINE OF SAID BLOCK, AND BOUNDED WESTERLY BY THE ARC OF A CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 29.00 FEET, BEING TANGENT TO SAID NORTHEASTERLY AND SOUTHEASTERLY LINES OF BLOCK 16, AS GRANTED TO THE CITY OF SANTA CLARITA, A MUNICIPAL CORPORATION IN DEED RECORDED OCTOBER 17, 1997 AS INSTRUMENT NO. 97-1636116, OFFICIAL RECORDS. PARCEL 2 LOTS 15 TO 22 INCLUSIVE, BLOCK 16, TOWN OF NEWHALL, 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. EXCEPT THEREFROM THE NORTHWESTERLY 10 FEET OF LOT 22. ALSO EXCEPT THEREFROM THE PORTIONS OF SAID LOTS DESCRIBED AS FOLLOWS BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 24; THENCE SOUTH 320 30' 15" FAST ALONG THE SOUTHWESTERLY LINE OF SAID LOTS, A DISTANCE OF 250 FEET TO THE MOST SOUTHERLY CORNER OF SAID LOT 15; THENCE NORTH 570 30' 15" EAST ALONG THE SOUTHEASTERLY LINE OF SAID LOT 15, A DISTANCE OF 20.00 FEET; THENCE NORTH 320 30' 15" WEST, PARALLEL WITH SAID SOUTHWESTERLY LINE OF SAID LOTS, A DISTANCE OF 125.08 FEET; THENCE NORTHWESTERLY ALONG A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 360 FEET, THROUGH AN ANGLE OF 200 18' 17" A DISTANCE OF 127.58 FEET TO A POINT IN THE NORTHWESTERLY LINE OF SAID LOT 24; THENCE SOUTH 570 29' WEST THEREON, A DISTANCE OF 42.37 FEET TO THE POINT OF BEGINNING. PARCEL 3: THAT CERTAIN ALLEY IN BLOCK 16, IN THE TOWN OF NEWHALL, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 53 PAGES 21 AND 22 OF MISCELLANEOUS RECORDS, ADJOINING SAID PARCEL 1 HEREOF ON THE SOUTHWEST AND ADJOINING SAID PARCEL 2 HEREOF ON THE NORTHEAST AS VACATED BY ORDER OF BOARD OAK f 839 0050 9992v8 Exhibit A-1 8a Packet Pg. 113 OF SUPERVISORS MAY 14, 1946. A CERTIFIED COPY OF SAID ORDER WAS RECORDED MAY 20, 1946 IN BOOK 23158 PAGE 382, OFFICIAL RECORDS. EXCEPTING THEREFROM THAT PORTION OF SAID ALLEY ADJOINING LOTS 11 AND 12 ON THE SOUTHWEST. EXCEPT FROM PARCEL 1, PARCEL 2 AND PARCEL 3 HEREOF, ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER OR THAT MAY BE PRODUCED FROM A DEPTH BELOW 500 FEET FROM THE SURFACE OR THE ABOVE DESCRIBED LAND, WITHOUT RIGHT OF ENTRY UPON THE SURFACE OF THE ABOVE DESCRIBED REAL PROPERTY FOR THE PURPOSE OF MINING, DRILLING OR EXTRACTING SUCH MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES OF SAID LAND TO A DEPTH OF 500 FEET BELOW THE SURFACE HEREOF, AS GRANTED TO HAMMOND-CALIFORNIA REDWOOD CO, A CORPORATION RECORDED APRIL 18, 1958 IN BOOK D-76 PAGE 749, OFFICIAL RECORDS. PARCEL 1 LOTS 13 AND 14 IN 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. PARCEL 2: ALL THAT PORTION OF THE 20 FOOT ALLEY, AS VACATED IN SAID BLOCK 16, TOWN OF NEWHALL, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA ADJOINING ABOVE PARCEL 1 ON THE NORTHEAST. PARCEL 3 LOTS 23 AND 24 AND THE NORTHWESTERLY 10 FEET OF LOT 22 IN 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 SAD COUNTY. ALSO THE SOUTHWEST 30 FEET OF THE ALLEY VACATED ADJOINING SAID LOTS ON THE NORTHEAST. EXCEPT THEREFROM THAT PORTION OF SAID PROPERTY INCLUDED WITHIN THE STATE HIGHWAY AS DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 13340 PAGE 180, OFFICIAL RECORDS OF SAID COUNTY. ALSO EXCEPT THEREFROM THAT PORTION OF SAID LOT 24, WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT THE MOST NORTHERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA FOR A PUBLIC HIGHWAY, RECORDED ON APRIL 27, 1935 IN BOOK 13340 PAGE 180, OFFICIAL RECORDS, IN THE OFFICE OF SAID RECORDER; THENCE NORTHEASTERLY ALONG THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF SAID CERTAIN PARCEL OF LAND, A DISTANCE OF 6.50 FEET; THENCE SOUTHERLY IN A DIRECT LINE 13.63 FEET TO A POINT IN THE EASTERLY BOUNDARY OAK 44839 0050 9992x8 Exhibit A-2 a.a Packet Pg. 114 OF SAID CERTAIN PARCEL OF LAND DISTANT SOUTHERLY THEREON 10 FEET FROM THE POINT OF BEGINNING; THENCE NORTHERLY ALONG SAID EASTERLY BOUNDARY 30 FEET TO SAID POINT OF BEGINNING. PARCEL 4 LOTS 11 2 AND THE NORTHWESTERLY 10 FEET OF LOT 3 IN 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. ALSO THE NORTHEAST 10 FEET OF THE ALLEY VACATED ADJOINING SAID LOTS ON THE SOUTHWEST. EXCEPT THEREFROM THAT PORTION OF SAID LOT 1, WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 17 FEET; THENCE WESTERLY IN A DIRECT LINE 24.04 FEET TO A POINT IN THE NORTHWESTERLY LINE OF SAID LOT, DISTANT SOUTHWESTERLY THEREON 17 FEET FROM THE POINT OF BEGINNING; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 17 FEET TO SAID POINT OF BEGINNING. OAK ll 839-0050 9992v8 Exhibit A-3 R Packe[ Pg. 115 9.d EXHIBIT B CONCEPTUAL PROJECT PLANS ZONING INFORMATION RE URRY CERRR IRC) ZORE ♦'EDYYERCIAI GLOCR9UILDIXGTFE 1' _ xE1GXT 11YRG- CLC MORE XEYXRLL SPECIFIC FWI ICXEFI 75-MAX.111 IN CC dONE Tl 55 -MY BLLCWENDIARN£O U6EROUSH, 11 I q I AND pCE6SOFC00b6.1.1=10HttRMEONDINONXU6E PEDMRCEOWIEO SERRERS AS REOUIRW SI URIM CNEWMEUME 5'MAXIMUM GENT NEWARK S MAXIMUMSIDESTREET 6 IMI REWIRED NOR SETRACN ONX SPACE RE W IREYFN FOR Y UIZIFIYILI IR YCIEC UR I.E.I. 400 SED T REENG [I. SF PER IN 1111 DRUM 92000FWEREPACEPEOUIIED .ORIYARC —r 4O' A DE FOR EARGAVE ORIENTATION PER EDER IO WIDEFOR N(A1W60NNOPxNTATIP4 PEPONSP ATTEAGNI 1 BETWEEN INESWINTRAND OUGHT - COURttAND EAONMDIE TEXRNi P91ENTPPONI 91'-1'FRY S65'i"N/6 P PYRCXC,-CIIINRORG6 ... -TEP - aR EPAGES MOVIEED -� RE�.I. PYSIN 5 GRACE PER UNNRECOIRED WBRE9DFINMt %1BLC ERASx ATERTON 11, PUSA E'13LOCPT[D WPEPEY PCCESS&LTIYfORD6[R6NIDIRA6HWOC13 �P-1 - EMPLOYEE SRNX AREA E — -- - 1 °= LT'F T= c9DE. 6EAIUISIATINC. THARE OSE100PL DELIVERY SPACE REOUIREMEXT RETAIL 9'S PACE FOR 2DELIVEBYVAN NPARDS 12 X21' PAflYJNG EVESGINRECYNEYNE STRUCNRE DNFl51BNNBlLroNO.1 A.. 111 MAIN AGNI OPISTRIET All14 r o SITE PLAN NN OLD LOAN NEW HAIL SOLOING PUN ®NEWHALL Conceptual urba01 Y OLD TOWN MIXED-USE Design WHAT'., '- n studio SANTA CIAFITA CA OAK #4839-0050-9992 v8 EXHIBIT B -i Packet Pg. 116 LEVEL 5 — — — LEVEL 4 ICL- _ �' LEVEL 2 BUILDING INFORMATION • rRERNAIYLWIn. man iREiLL.Eeax9YnFRnR - r lsrmvRErr.asroRYsueoexriu zsmwesrxEAiEfl asraxiEs usmElmu ...,, o •e®91YLmYYM1 •RErRIL mYYRRI ...� YYr WYNRR flfrAILSPPCEA II )IBSF rYPf sO.R i flfrA1L5PPCEB RRdSsf xMfA IwM RA mOSF 3 z0.61a5FrmY xMR IFO/10A 835sf 6 •nEnfA mY WRr xltlf0 2m.pEW®A 19Uz5f 9 INLAIFA I£4LL1 IO�BRSF OYff dm/[RA IBIISf 12 INGllfll£VLL2 9im66F r IRSRSslrmu YYreere Im mo.ow 5eR roru LEULz 5 5 a la LEYLa a 6 a u LEYu a 6 5 Iz LEULs 1 s I r rmu a z5 Iz r rcmEYnu RrYRR r rYlxws sracEs aRaYREo vmwuxw u u aExxxm 15srACEsxlxrtxeauexo i� GROUND FLODR� RZ.. �YNEWHALL conceptual urban studio amrowNmxeo-use Design WHA 04 SPMA CtAPIiA CA OAK #4839-0050-9992 v8 EXH181T 8-2 d a _" w c w A Packet Pg. 117 - r / I ,v -_ ,i ...,, o =, ...� �_ GROUND FLODR� RZ.. �YNEWHALL conceptual urban studio amrowNmxeo-use Design WHA 04 SPMA CtAPIiA CA OAK #4839-0050-9992 v8 EXH181T 8-2 d a _" w c w A Packet Pg. 117 .� i �H n l � f' �~ I N Sid' � ISS4' L SUBTERRANEAN GARAGE PIAN O Z� PARKING INFORMATION YL IWIF RFWHHIFRI6: • SE STOLSPPMVm (1 A56PPCF5/VXIT-I6VNXH �695TNlSPEWIYR(I SSPMFS/VXRPEWRV) YYIXH6 61ILLt XXXYYIH 6 � W xfM iNSTPWS zxAxoicPPPfosTuls nxn cumn RuxrtlYY taE ns rR YRxIXU Ylxtuts Pm cmf mRxuu PRtnom arwonao s]u(srze u'xle' ]zxaa' 6x1Y' raxofM sruisa. 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OEMmV P61f. 10V'NPY IRPMAY 115'-Y MAV IOSTNIS IZSTNL6 IRSIPLLS ruuulXelaYnrXn axf XmXowoxns: IsraxoxY xEro-Y TYVXECWdA VXRS: 2iANVfM 51PLLa d iXFA6NSTNIS IXX11tlwMVLM UNl16 �19R'Hflll-I6mPXSINL) EIYm6m HORtH 9RH �zEVCUSIC ffRPEPONIi PfWIPm • IIb00 CN61C fff]PfWIPfV YCYt1E MNIXt REW IBIERI • OBICY41£6PPCf6PmVI1RV 1 RPEYFPYERSCENCf61 FYH FffY1ER1YFRILtFRWRt IR:gRREYFRi •Pm OVCSfOPON 1161M0.R, VVEIULLFA0.RVIsxO1LIXCWCf 001eT LfASi0Af0.PNfL fFNC[NI WW£MRIIN6, AN0CNPoIXNP4PIXl VfXICI£5 • B%M R6 tHHd= ] 6WIi • Pumfcisxu(Ixcwtf Arlusr(e1 �(EYE(Y f1eclNcvfxlHE CMPPGEP6IPEPVOC6fCPIX11133AACI ANVMNWEVKCPY11N61Y •fY.fUH EFFItIERIRILL CIFWRCE •6+4 MIN f0.PPCCE6S®Ii3TPLL6 tF10.E11t tRYEYPF •VEIL fNV.V6(f6 N0lONGfPIXN1IDPYIXWV 6PPCf91XImPIx 11U0'1 a `a �0 0 0 0 kkkkkk .;�. lYflCKPARNING TYPICA�rnxoEM STALL&Y PAPxlrve srau BAY NEWHALL coNcepwal \/�/I�I /� urban studio nio TOWN MMED-USE Design yyl I/'y -_, 05 `=�A CUBITAOA OAK #4839-0050-9992 v8 EXHIBIT B-3 v 0 a w N V W X_ C W t A Packet Pg. 118 S� SERRANO S SCRRANO <;, ®NEWHALL conceptual �n�u urban studio MU2 aeo town mixed-use Design VV�IA _° _- ,..-._ SAMA CIAPIiA, CA onto aaaas-ooso-sssz va EXHIBIT B-6 9.d Fack�t Pg, ti21' 9.d EXHIBIT C RECORDING REQUESTED BY AND AFTER RECORDATION MAIL TO: Serrano Development Group, Inc. 500 North Brand Boulevard, Suite 2120 Glendale, CA 91203 Attention: Jason Tolleson, Principal This document is exempt from the payment of a recording fee pursuant to Government Code §§ 6103, 27383 (Space Above This Line for Recorder's Use Only) GRANT DEED (With Covenants) For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Successor Agency to the former Redevelopment Agency of the City of Santa Clarita, a public entity ("Grantor"), hereby grants to Old Town -Main, LLC, a California limited liability company ("Grantee"), the real property (the "Property") located in the City of Santa Clarita, County of Los Angeles, California, and more particularly described in Attachment No. 1 attached hereto and incorporated in this grant deed a ("Grant Deed") by reference. w 1. Grantee expressly covenants and agrees for itself, its successors and assigns and all persons claiming under or through it, that as to the Property and any improvements constructed or to be constructed thereon, or any part thereof, or alterations or changes thereto, Grantee and all such successors and assigns and all persons claiming under or through it, shall own, transfer, use, devote, operate and maintain the Property and the improvements thereon, and every part thereof, to the uses specified and in accordance with and subject to the terms of that certain Purchase and Sale Agreement between Grantor and Grantee dated as of , 201 ("PSA"), and the agreements and covenants set forth in this Grant Deed. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the PSA. 2. The Grantee covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the OAK #4839-0050-9992 v8 EXHIBIT C-1 Packet Pg. 122 9.d selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property. All deeds, leases or contracts made relative to the Property, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: M That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased, nor shall the lessee himself or herself, E or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the a selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessess or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land." The covenants against discrimination contained in this paragraph shall remain in perpetuity. 3. It is intended and agreed that the covenants and agreements set forth in this Grant Deed shall be covenants running with the land and that they shall be, in any event and without regard to technical classification or designation, legal or otherwise, OAK #4839-0050-9992 v8 EXHIBIT C-2 Packet Pg. 123 to the fullest extent permitted by law and equity, (i) binding for the benefit and in favor of Grantor, its successors and assigns, as beneficiary for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate; and (ii) binding against Grantee, its successors and assigns to or of the Property and any improvements thereon or any part thereof or any interest therein, and any party in possession or occupancy of the Property or the improvements thereon or any part thereof. The agreements and covenants herein shall be binding on Grantee itself, each successor in interest or assign, and each party in possession or occupancy, respectively, only for such period as it shall have title to or an interest in or possession or occupancy of the Property or part thereof. The Grantor and such aforementioned parties, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and assigns and such aforementioned parties. 4. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed or the PSA shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument encumbering the Property as permitted by the PSA; provided, however, that any successor of Grantee to the Property shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 5. Grantee hereby grants to Grantor the option to repurchase the Property hereby conveyed by Grantor and all improvements subsequently constructed thereon upon the terms and provisions more fully set forth in Section 5.4 of the PSA, which provisions are incorporated herein by this reference thereto. Anything herein to the contrary notwithstanding, the Grantor's rights and interests under Section 5.4 of the PSA, and the Grantee's obligations under Section 5.4 of the PSA, shall terminate as to the Property upon Final Completion of the Project as provided in the PSA. Upon Final Completion of the Project as provided in the PSA, the Grantor hereby quitclaims all rights and interests in the Property and the Grantor shall have no further right to enforce any rights under Section 5.4 of the PSA with respect to the Property. Accordingly, upon Final Completion of the Project as provided in the PSA, Grantor shall execute, acknowledge and cause to be recorded a Quitclaim Deed -Final Completion, in the form set forth in Exhibit F-1 to the PSA, evidencing the foregoing termination and quitclaim. 6. By its execution of this Grant Deed, Grantee has acknowledged and accepted the provisions hereof. 7. In the event of any express conflict between this Grant Deed and the PSA, then the provisions of this Grant Deed shall control. OAK #4839-0050-9992 v8 EXHIBIT C-3 9.d zo Packet Pg. 124 8. This Grant Deed may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Date: ATTEST: Secretary SIGNATURES ON FOLLOWING PAGE. APPROVED AS TO FORM: Joseph Montes, General Counsel GRANTOR: Successor Agency to the former Redevelopment Agency of the City of Santa Clarita, a public entity 201 _ By: Kenneth W. Striplin, Executive Director [SIGNATURE MUST BE NOTARIZED] 9.d R t GRANTEE: a OLD TOWN -MAIN, LLC, a California limited liability company "- 2 a w m Date: 201_ By: x 2 Jeffrey W. Paul, Its Manager w E v R Q OAK #4839-0050-9992 v8 EXHIBIT C-4 Packet Pg. 125 9.d 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 ) Y V On 201_ before me, o 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. E v R Q OAK #4839-0050-9992 v8 Acknowledgment Packet Pg. 126 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 #4839-0050-9992 v8 Acknowledgment (seal) 9.d Packet Pg. 127 ACKNOWLEDGMENT 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 #4839-0050-9992 v8 Acknowledgment (seal) 9.d Zo Packet Pg. 128 ATTACHMENT NO. 1 LEGAL DESCRIPTION For APN/Parcel ID(s): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: OAK #4839-0050-9992 v8 EXHIBIT C- ATTACHMENT 1 9.d Packet Pg. 129 9.d EXHIBIT D SCHEDULE OF PERFORMANCE NOTE: Capitalized terms used below shall have the meaning ascribed to such terms in the Purchase and Sale Agreement ("Agreement") to which this Exhibit D is attached. All of the dates and deadlines described below shall be subject to extension by the Executive Director pursuant to Section 3.1 of the Agreement or "Force Majeure Delays" or "Agreed Extension of Performance" in accordance with Section 6.2 of the Agreement. Additionally, the Outside Date for Closing shall be extended due to an Environmental Force Majeure Delay in accordance with Section 6.2 of the Agreement. The provisions of the Schedule of Performance are intended as a convenient guideline for the Parties and are not intended to supersede or amend the referenced operative sections listed below. To the extent the operative sections of the Agreement require performance "within the times set forth in the Schedule of Performance", then the dates and deadlines set forth in this Schedule of Performance shall control. In the event of any conflict between this Schedule of Performance and the Agreement, the Agreement shall control. PERFORMANCE ITEM DATE I. EXECUTION OF PSA A. Developer submits Organizational Prior to execution of Documents to Successor Agency. [Section Agreement. 1.2.2(a)] B. Successor Agency considers Agreement Within 14 days of Developer's and, if approved, forwards recommendation delivery to the Successor to the Oversight Board. Agency of acceptable Agreement, approved as to form by General Counsel. C. Oversight Board considers approval of Within 30 days of Successor Agreement. Agency recommendation. D. If approved by Oversight Board, Developer Within 7 days of Oversight executes Agreement. Board approval. E. If approved by Oversight Board, Successor Within 7 days of Oversight Agency executes Agreement. Board approval. II. DEVELOPER SITE INSPECTION/DUE DILIGENCE PERIOD OAK #4839-0050-9992 v8 EXHIBIT D-1 Y 0 0 m w E CL 0 w w w o! 0 w E w a a w R N c R w R t V a Zo Packet Pg. 130 9.d PERFORMANCE ITEM DATE A. Developer and Successor Agency execute Within 270 days of Date of right of entry agreement for UST Removal Agreement. Work. [Section 2.14] B. Developer commences UST Removal Within 90 days following Construction. [Section 2.14] approval of Project Approvals. C. Developer completes UST Removal Within 120 days following Construction. [Section 2.14] commencement of UST Removal Construction. D. Developer completes UST Removal No later than 60 days prior to Regulatory Approval. [Section 2.14] Outside Date for Close of Escrow. E. Developer completes independent Within 15 days after completion investigation and provides written notice to of UST Removal Work. Successor Agency approving or disapproving Site Condition. [Section 2.14] F. If Site Condition disapproved, Successor Within 30 days following Agency elects to either remedy disapproved Developer's notice Site Condition or do nothing. [Section 2.14] disapproving Site Condition. G. If Successor Agency does not elect to Within 15 days after expiration remedy disapproved Site Condition, of Successor Agency's 30 day Developer elects to either proceed with period to decide whether to purchase of Mixed Use Property and Close remedy disapproved Site of Escrow or terminates Agreement. Condition or do nothing. [Section 2.14] III. FINANCING OAK #4839-0050-9992 v8 EXHIBIT D-2 Packet Pg. 131 9.d PERFORMANCE ITEM DATE A. Developer submits evidence of property (1) 30 calendar days following acquisition and construction equity and debt Date of Agreement financing ("Sources and Uses"). [Section 3.7] (2) 30 calendar days following approval of Project Approvals (3) 30 calendar days following Developer's receipt of a commitment letter from its construction lender (4) no less than 5 calendar days following Developer's receipt of final loan documents B. Successor Agency approves Sources and Within 30 days of Developer Uses. [Section 3.7] submittal of Sources and Uses based on the milestones listed above. IV. ESCROW / REVIEW OF TITLE A. Successor Agency and Developer open Within 3 calendar days Escrow and Developer deposits into Escrow following the Date of the Developer Deposit. [Sections 2.2 and Agreement. 2.6] B. Successor Agency delivers to Developer a Within 30 days following the Title Report and all documents underlying approval of the Certificate of the Exceptions set forth in the Title Report Compliance for the Mixed Use for the Mixed Use Property. [Section 2.9] Property. C. Developer approves or disapproves Title Within 30 days following Report or Exceptions. [Section 2.9] Successor Agency's delivery of Title Report and all Exceptions to Developer. D. Successor Agency removes disapproved Within 30 days following Exceptions, provides assurances Successor Agency's receipt of satisfactory to Developer that they will be Developer's notice of removed, or indicates Exceptions will not be disapproval. removed. [Section 2.9] OAK #4839-0050-9992 v8 EXHIBIT D-3 Y 0 0 m Y w E CL 0 w w w o! w w E w w a w R N R d R t a zo Packet Pg. 132 9.d PERFORMANCE ITEM DATE E. Developer notifies Successor Agency of Within 15 days following acceptance of Exceptions or intention to Successor Agency's terminate Agreement. [Section 2.9] notification that Exceptions will not be removed. V. CONDITIONS PRECEDENT TO CLOSING A. Oversight Board approves Agreement. Prior to Outside Date for [Section 2.3] Closing. B. Successor Agency and Developer shall Prior to Outside Date for have executed, acknowledged and Closing. delivered into Escrow the Grant Deed and Assignment and Assumption Agreement, and all other documents required pursuant to Sections 2.8.1 and 2.8.2. [Sections 2.4.2 and 2.5.2] C. Developer and City shall have executed, Prior to Outside Date for acknowledged and delivered into Escrow a Closing. document conveying the Ramp Easement. [Sections 2.4.12 and 2.5.3] D. Developer shall have delivered the Prior to Outside Date for Purchase Price, less the Developer Deposit, Closing. and all other closing costs to Escrow. [Section 2.4.3] E. Successor Agency shall have approved Prior to Outside Date for Developer's Sources and Uses pursuant to Closing. Section 3.7 [Section 2.4.4]; Developer shall have secured and provided evidence of ready and available funds [Sections 2.4.5 and 2.5.7]; and Developer's construction loan shall have closed or be ready to close [Sections 2.4.6 and 2.5.7]. F. Developer shall have secured the Project Prior to Outside Date for Approvals, which shall be final and Closing. non -appealable and approved by Developer [Sections 2.4.8 and 2.5.4], and all demolition, grading and building permits shall be ready to be issued by City [Sections 2.4.7 and 2.5.5]. OAK #4839-0050-9992 v8 EXHIBIT D-4 Y 0 0 m Y w E CL 0 w w w o! 0 Y E w a a w R N R w R t a zo Packet Pg. 133 9.d PERFORMANCE ITEM DATE G. Developer shall have accepted or waived all Prior to Outside Date for disapproved Exceptions and approved the Closing. Condition of Title pursuant to Section 2.9. [Section 2.5.6] H. Developer shall have completed the UST Prior to Outside Date for Removal Work and accepted or waived the Closing. Site Condition pursuant to Section 2.14. [Sections 2.4.11 and 2.5.11 ] I. Developer shall have provided to Successor Prior to Outside Date for Agency the insurance policies required by Closing. Section 3.8. [Section 2.4.9] J. Neither Developer nor Successor Agency Prior to Outside Date for shall be in default under the Agreement. Closing. [Sections 2.4.1 and 2.5.1 ] K. There shall be an absence of any pending Prior to Outside Date for governmental, administrative or legal Closing. proceeding which would materially and adversely affect Developer's intended uses of the Mixed Use Property, development of the Project, or value of the Mixed Use Property. [Section 2.5.8] L. There shall have been no material adverse Prior to Outside Date for change to the physical, environmental or Closing. title condition of the Mixed Use Property. [Section 2.5.9] M. Successor Agency shall have demonstrated Prior to Outside Date for to Developer the ability to deliver fee title to Closing. Mixed Use Property free of any parties in possession. [Section 2.5.10] N. Close of Escrow for conveyance of Mixed Within 30 days after the Use Property from Successor Agency to satisfaction or waiver by the Developer. [Section 2.7] appropriate party, of the Joint Condition Precedent, Successor Agency Conditions Precedent and Developer Conditions Precedent. OAK #4839-0050-9992 v8 EXHIBIT D-5 zo Packet Pg. 134 9.d PERFORMANCE ITEM DATE O. Outside Date for Closing. [Section 2.7] March 31, 2018. VI. ENTITLEMENT PROCESS Land Use Approvals/Design Review A. Developer submits administrative draft Within 300 days of the Date of Design Review packet to City. [Section 3.3] Agreement. B. City provides comments to Developer on Within 30 days following City's administrative draft Design Review packet receipt of administrative draft (DRC). Design Review packet. C. Developer submits Final Design Review Within 30 days following packet to City. receipt of City comments on administrative draft Design Review packet. D. City determines if Final Design Review Within 21 days following City's packet is complete. receipt of Final Design Review packet. F. City publishes Public Noticing for Planning 21 days prior to the next Commission Meeting. available Planning Commission meeting date following City's determination that Final Design Review packet is complete. The Planning Commission meets once a month and does not meet in August. G Planning Commission meets, considers and Within 30 days of the date of takes action on Final Design Review the publication of the public application. hearing notice. Subdivision A. Developer submits Tentative Tract Map for Concurrent with the Land Use approval. Approvals/Design Review application submittal. B. City considers Tentative Tract Map. Within 90 days following submission by Developer. OAK #4839-0050-9992 v8 EXHIBIT D-6 zo Packet Pg. 135 9.d PERFORMANCE ITEM DATE C. Planning Commission Review. Concurrent with land use approvals/design review. D Developer submits Final Tract Map for No later than Substantial approval. Completion of the Project. E. City considers Final Tract Map. Within 30 days following submission by Developer. Certificate of Compliance A. Developer prepares plat map and legal Concurrent with land use description of property. approval/design review. B. City considers Certificate of Compliance. Concurrent with land use approval/design review. Grading/Earthwork A. Developer submits application and plans for Within 90 days following grading/earthwork permits. [Section 2.4.7, approval of Land Use 3.1 and 3.4] Entitlement/Design Review. B. City plan checks grading/earthwork plans Within 45 days following and submits correction comments to Developer submission of Developer. grading application and plans for grading permits. C. Developer corrects grading/earthwork plans Within 30 days following--City- ollowingCityand andresubmits for approval. submission of plan check corrections. D. City rechecks grading/earthwork plans and Within 45 days following issues permit or identifies corrections Developer submission of necessary to obtain a permit. corrected grading plans. E. If permit is not issued, Developer makes Within 14 days following City's corrections necessary for grading/earthwork identification of corrections plan approval and resubmits for permit. necessary to obtain a permit. OAK #4839-0050-9992 v8 EXHIBIT D-7 zo Packet Pg. 136 9.d PERFORMANCE ITEM DATE F. City issues grading/earthwork permit or Within 30 days following Successor Agency issues notice of default Developer submission of to Developer. corrected grading plans or Close of Escrow, whichever is later. Construction Permits A. Developer shall submit application and plan Within 120 days following submissions for all building permits ("Plan approval of Land Use Submission"). [Section 2.4.8, 3.1 and 3.4] Approvals/Design Review. B. City plan checks building plans of Plan Within 45 days of receipt of Submission and submits correction Plan Submission. comments to Developer. C. Developer makes all building plan Within 45 days following corrections and resubmits for comment. receipt of City's plan check corrections. D. City rechecks building plans and submits Within 30 days following correction comments to Developer. receipt of Developer's resubmission. E. Developer makes all building plan Within 30 days following corrections necessary for building plan receipt of City's plan check approval and resubmits for permit. corrections. F. City issues building permit or identifies all Within 15 days following outstanding correction items necessary to receipt of Developer's obtain a building permit. resubmission. G. Developer makes all building plan Within 15 days following corrections necessary to obtain building receipt of City's plan check plan approval and resubmits for permit. corrections. H. City issues building permit or Successor Within 15 days following Agency issues notice of default to receipt of Developer's Developer. resubmission, or Close of Escrow, whichever is later. X. CONSTRUCTION OAK #4839-0050-9992 v8 EXHIBIT D-8 Y 0 0 m Y w E CL 0 w w w o! 0 w E w w a w R N c R w R t a zo Packet Pg. 137 9.d PERFORMANCE ITEM DATE A. Developer commences grading/earthwork. Within 30 days following Close of Escrow. B. Developer commences construction of the Within 45 days following the Project. [Sections 3.1 and 3.5] later of issuance of building permits or completion of grading/earthwork. C. Developer completes Project construction Within 20 months following (excludes tenant improvements for the commencement of retail/restaurant/commercial components). construction. Recordation of Quitclaim Deed A. City shall record Quitclaim Deed. [Sections Within 30 calendar days 3.1 and 5.4] following Final Completion of the Project. OAK #4839-0050-9992 v8 EXHIBIT D-9 Y 0 0 m Y E CL 0 w w w o! 0 w E w w a w R N R w R t V 7 EL M co co r Packet Pg. 138 9.d EXHIBIT E ASSIGNMENT AND ASSUMPTION AGREEMENT RECORDING REQUESTED BY WHEN RECORDED MAIL TO: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: City Manager This document is exempt from the payment of a recording fee pursuant to Government Code §§ 6103, 27383 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into as of the day of 201_, by and among the Successor Agency to the R former Redevelopment Agency of the City of Santa Clarita, a public entity ("Assignor"), the City of Santa Clarita, a California municipal corporation ("Assignee"), and Old a Town -Main, LLC, a California limited liability company ("Developer"). M f0 RECITALS A. Assignor, acting to carry out its obligations under the Community Redevelopment Dissolution Law of the State of California (Health and Safety Code §§ 34161 et seq.), and the terms of the Long Range Property Management Plan ("LRPMP") prepared by the Assignor 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, Assignor has entered into that certain Purchase and Sale Agreement dated , 2016, with Developer ("PSA") with respect to the Site. B. The PSA provides, among other things, for (1) Assignor's sale of the Site to Developer at fair market value, and (2) Developer's redevelopment of the Site with a mixed use development 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 ("Project"). C. Developer is the fee owner of the real property subject to the PSA more particularly described in Exhibit 1 attached hereto and incorporated herein ("Site"), pursuant to the terms of that certain Grant Deed dated , 201, between Assignor, as Grantor, and Developer, as Grantee, recorded in the Official Records of Los OAK #4839-0050-9992 v8 Exhibit E-1 Packet Pg. 139 9.d Angeles County on 201, as Instrument No. ("Deed"). D. As more particularly set forth in the Deed, Assignor retained the option to repurchase, reenter and repossess the Site in the event (i) Developer failed to timely commence construction of the Project improvements on the Site, (ii) once construction has been commenced, Developer abandoned or substantially suspended construction of the Project improvements on the Site, or (iii) Developer, without the prior written consent of Assignor, transferred the Site prior to issuance of a Certificate of Occupancy by City as defined in the PSA. E. Assignor desires to assign to Assignee and Assignee desires to assume all rights and obligations of Assignor under the Deed. Upon execution of this Agreement and transfer to Assignee, Assignor desires to be released from any and all obligations under the Deed. AGREEMENT NOW, THEREFORE, Assignor, Assignee and Developer hereby agree as follows: 1. Assignment by Assignor. Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor's rights, title and interest and a obligations, duties, responsibilities, conditions and restrictions under the Deed whether M accruing on or after the Effective Date (defined in Section 16 below) (collectively, "Rights M and Obligations"). 2. Acceptance and Assumption by Assignee. Assignee, for itself and its successors and assigns, hereby accepts such assignment and assumes all such Rights and Obligations. Assignee agrees, expressly for the benefit of Developer, to comply with, perform and execute all of the covenants and obligations of Assignee arising from or under the Deed. 3. Release of Assignor. Assignee and Developer hereby fully release Assignor from all Rights and Obligations. Assignor, Assignee and Developer hereby acknowledge that this Agreement is intended to fully assign all of Assignor's Rights and Obligations to Assignee, and it is expressly understood that Assignor shall not retain any Rights and Obligations whatsoever. 4. Substitution of Assignor. Assignee hereafter shall be substituted for and replace Assignor in the Deed. Whenever the term "Grantor" appears in the Deed it shall hereafter mean Assignee. 5. Assignor and Assignee Agreements and Waivers. a. Assignee represents and warrants to Developer as follows: i. Authority. Assignee is a California municipal corporation, duly organized under the laws of the State of California. Assignee has full right, power and OAK #4839-0050-9992 v8 Exhibit E-2 Packet Pg. 140 9.d lawful authority to perform its obligations hereunder and the execution, performance and delivery of this Agreement by Assignee has been fully authorized by all requisite actions. ii. No Conflict. Assignee'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 Assignee is a party or by which it is bound. iii. No Assignee Bankruptcy. Assignee is not the subject of any voluntary or involuntary bankruptcy proceeding, and there has been no general assignment or general arrangement for the benefit of any of Assignee's creditors, and no trustee or receiver has been appointed to take possession of substantially all of the assets of Assignee. iv. Litigation. To the best of Assignee's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Site or any portion thereof, at law or in equity before any court or governmental agency, domestic or foreign. V. No Assignee Member Financial Interest. No member, official or employee of Assignee has any personal interest, direct or indirect, in this Agreement, the Site, the improvements thereon, or in any other development project or business venture involving Developer. b. Developer hereby acknowledges and agrees that Assignor and Assignee have not made, and will not make, any representation or warranty that the assignment and assumption of the Deed provided for hereunder will have any particular tax implications for Developer. C. Assignor and Developer acknowledge and agree that the Rights and Obligations have been fully assigned to Assignee by this Agreement and, accordingly, that Assignee shall have the exclusive right to assert any claims against Developer with respect to such Rights and Obligations. Accordingly, without limiting any claims of Assignee under the Deed, Assignor hereby waives and releases any and all claims or potential claims by Assignor against Developer to the extent arising directly or indirectly out of the Deed. 6. Release of Rights and Obligations. Anything herein to the contrary notwithstanding, the Assignee's rights and interests under Section 5.4 of the PSA and the c Deed, and the Developer's obligations under Section 5.4 of the PSA and the Deed, shall a` terminate as to the Site upon Final Completion of the Project as provided in the PSA. Upon Final Completion of the Project as provided in the PSA, the Assignee hereby V quitclaims all rights and interests in the Site and the Assignee shall have no further right to x enforce any rights under Section 5.4 of the PSA and the Deed with respect to the Site. Accordingly, upon Final Completion of the Project as provided in the PSA, Assignee shall execute, acknowledge and cause to be recorded a Quitclaim Deed -Final Completion, in E the form set forth in Exhibit F-1 to the PSA, evidencing the foregoing termination and quitclaim. a OAK #4839-0050-9992 v8 Exhibit E-3 Packet Pg. 141 9.d 7. PSA, Deed, in Full Force and Effect. Except as specifically provided herein with respect to the assignment, all the terms, covenants, conditions and provisions of the PSA and the Deed are hereby ratified and shall remain in full force and effect. 8. Recording. Assignor shall cause this Agreement to be recorded in the Official Records of Los Angeles County, California, and shall promptly provide conformed copies of the recorded Agreement to Assignee and Developer. 9. Successors and Assigns. Subject to the restrictions on transfer set forth in the Deed, all of the terms, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 10. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications shall be: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Kenneth W. Striplin, City Manager M f0 M r With a copy to: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 E Santa Clarita, CA 91355 "w Attention: Joseph Montes, City Attorney 11. Applicable Law/Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of Los Angeles, State of California. 12. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Agreement and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; and (e) "includes" and "including" are not limiting. OAK #4839-0050-9992 v8 Exhibit E-4 Packet Pg. 142 13. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. 14. Severability. Except as otherwise provided herein, if any provision(s) of this Agreement is (are) held invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Agreement had executed the same counterpart. 16. Effective Date. The Effective Date of this Agreement shall be the date upon which it is recorded in the Official Records of the Los Angeles County Recorder ("Effective Date"). IN WITNESS WHEREOF, Assignor, Assignee and Developer have entered into this Agreement as of the date first above written. [Signatures follow on separate pages] OAK #4839-0050-9992 v8 Exhibit E-5 9.d zo Packet Pg. 143 9.d ASSIGNOR: Successor Agency to the former Redevelopment Agency of the City of Santa Clarita, a public entity Date: , 201 By: ATTEST: Secretary APPROVED AS TO FORM: Joseph Montes, General Counsel Date: , 201 ATTEST: OAK #4839-0050-9992 v8 Kenneth W. Striplin, Executive Director [SIGNATURE MUST BE NOTARIZED] ASSIGNEE: City of Santa Clarita, a California municipal a corporation Y V O L a w By: m X Kenneth W. Striplin, City Manager [SIGNATURE MUST BE NOTARIZED] Y L v R Exhibit E-6 co Packet Pg. 144 9.d City Clerk APPROVED AS TO FORM: Joseph Montes, City Attorney DEVELOPER: OLD TOWN -MAIN, LLC, a California limited liability company Date: 201 By: Jeffrey W. Paul, Its Manager co w co [SIGNATURES MUST BE NOTARIZED] OAK #4839-0050-9992 v8 Exhibit E-7 Packet Pg. 145 Exhibit 1 Site Legal Description For APN/Parcel ID(s): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: OAK #4839-0050-9992 v8 Exhibit E - Exhibit 1 9.d Packet Pg. 146 EXHIBIT F-1 Recording requested by, and when recorded return to: Serrano Development Group, Inc. 500 North Brand Boulevard, Suite 2120 Glendale, CA 91203 Attention: Jason Tolleson EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103,27383 QUITCLAIM DEED (Final Completion) 9.d For good and valuable consideration, the receipt of which is hereby R acknowledged, the City of Santa Clarita, a municipal corporation ("Grantor"), successor by assignment to the Successor Agency to the former Redevelopment Agency of the City a of Santa Clarita, a public entity ("Successor Agency"), pursuant to the terms of that certain Assignment and Assumption Agreement between Grantor and Successor Agency M dated , 201, and recorded , 201, as Instrument No. Official Records of County of Los Angeles, California, hereby quitclaims to Old Town -Main, LLC, a California limited liability company ("Grantee"), all of Grantor's right, title, and interest in and to the real property located in the City of Santa Clarita, County of w Los Angeles, California, and more particularly described in Attachment No. 1 attached a hereto and incorporated in this Quitclaim Deed by reference ("Property"). This Quitclaim R Deed is being recorded to extinguish and terminate that certain option to repurchase the N Property in favor of the Grantor, as set forth in the Grant Deed dated 201_, R and recorded 201, as Instrument No. Official Records of County of Los Angeles. GRANTOR: CITY OF SANTA CLARITA, a municipal corporation 201_ By: OAK #4839-0050-9992 v8 Exhibit F-1 Packet Pg. 147 Kenneth W. Striplin, City Manager [SIGNATURE MUST BE NOTARIZED] ATTEST: City Clerk APPROVED AS TO FORM: Joseph Montes, City Attorney OAK #4839-0050-9992 v8 Exhibit F-1 9.d Packet Pg. 148 Attachment No. 1 PROPERTY For APN/Parcel ID(s): THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: OAK #4839-0050-9992 V8 Exhibit F-1 —Attachment 1 9.d Packet Pg. 149 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ss County of ) On , before (Name of Notary) 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. (Notary Signature) OAK #4839-0050-9992 v8 Acknowledgement 9.d Zo Packet Pg. 150 EXHIBIT F-2 Recording requested by, and when recorded return to: Serrano Development Group, Inc. 500 North Brand Boulevard, Suite 2120 Glendale, CA 91203 Attention: Jason Tolleson EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103,27383 QUITCLAIM DEED (Close of Escrow) For good and valuable consideration, the receipt of which is hereby acknowledged, the City of Santa Clarita, a California municipal corporation ("Grantor"), hereby quitclaims to Old Town -Main, LLC, a California limited liability company ("Grantee"), all of Grantor's right, title, and interest in and to the real property located in the City of Santa Clarita, County of Los Angeles, California, and more particularly described in Attachment No. 1 attached hereto and incorporated in this Quitclaim Deed by reference ("Property"). This Quitclaim Deed is being recorded to extinguish and terminate all beneficial interest in the Property in favor of the Grantor, inclusive of any interest held by Grantor in its capacity as successor to the housing assets and functions previously performed by the former Redevelopment Agency to the City of Santa Clarita, pursuant to Health and Safety Code §34176. Date: ATTEST: GRANTOR: CITY OF SANTA CLARITA, a municipal corporation 201_ By: Kenneth W. Striplin, City Manager [SIGNATURE MUST BE NOTARIZED] OAK #4839-0050-9992 V8 EXHIBIT F-2 9.d zo Packet Pg. 151 City Clerk APPROVED AS TO FORM: Joseph Montes, City Attorney OAK #4839-0050-9992 v8 EXHIBIT F-2 9.d Packet Pg. 152 Attachment No. 1 PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: OAK #4839-0050-9992 v8 EXHIBIT F-2—Attachment 1 9.d Packet Pg. 153 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ss County of ) On , before (Name of Notary) 9.d 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. (Notary OAK #4839-0050-9992 v8 Acknowledgment Signature) Zo Packet Pg. 154 EXHIBIT G UST REMOVAL WORK �` ATKINS ENVIRONMENTAL HELP, INC. December 2, 2015 Via e-mail: tlane@sermnodevelopment.com Ms.Tai Lane Old Town -Main, LLC % Serrano Development Group, Inc. 500 N. Brand Blvd., Suite 2120 Glendale, CA 91203 SUBJECT: Proposal for Turnkey Site Clearance Project at the Old Town Newhall City Block, Including Removal of the Following: • Three (3) Underground Storage Tanks (USTs), • One (1) Concrete -Filled Clarifier, • One (I )i Vehicle Hoist, • One (1) Vehicle Wash Sump, and • One (1) Vehicle Frame Straightener. Plus • Approximately 250 square feet of Vinyl Asbestos Floor Tile under a SCAQMD Approved Procedure 5 Workplan Dear Ms. Lane: Atkins Environmental HELP, Inc (AEH) is pleased to present this turnkey proposal including Scope of Work and Estimated Investment for removal of the above listed vehicle maintenance / repair related structures with associated piping located at the subject site. This work which can be termed "Turnkey Site Clearance", will be performed for Old Town -Main, LLC (Client), a division of Serrano Development Group which is in negotiations with the City of Santa Clarita for purchase of this property. This project is part of site preparation for redevelopment. Atkins Environmental HELP, Inc. is a full-service environmental consulting firm founded in 1987 to assist California businesses in managing their increasingly complex environmental compliance requirements. AEH is highly successful in providing expert, cost-effective compliance management to clients, including site preparation including underground storage tank removal / disposal. For such projects, AEH performs in accordance with the requirements established by State of California regulations (Article 7), local fire departments (COPA), and the County of Los Angeles Department of Public Works. AEH carries workman's compensation, professional & general liability insurance policies and requires proper coverage on the part of its subcontractors. AEH will also comply with OSHA regulations and your safety requirements. A real estate transaction is contemplated for the subject property; a set of parcels which contain at least three (3) abandoned USTs, one (1) concrete -filled clarifier, one (1) subterranean vehicle hoist, one (1) subterranean "hoist type" frame straightener (with two 14" diameter hydraulic canisters buried vertically), —250 sq. ft. of asbestos floor tile, and one (1) vehicle wash sump; all presumed to have associated piping. In order to obtain financing the prospective owners wish to have these items, plus associated piping, removed prior to sale or redevelopment. P.O. Box 222320 . Santa Clarita . CA 91322-2320 661,260,2260 • 800.750.0622 • Fax 661.253.3555 • www.atkinsenvironmental.com OAK #4839-0050-9992 VS Exhibit G-1 9.d Em Packet Pg. 155 Proposal: Ms. Tel Lane — O/d Town -Main, LLC 2 Turnkey Site Clearance Project at the Old Town Newhall City Block Atkins Environmental HELP, Inc. proposes the following Scope of Work and will furnish all labor, equipment, materials, payments for permitting / tank registration and supervision required to perform the proposed work. TASK 1 - Obtain all necessary permits from the County of Los Angeles Department of Public Works (LADPW) and contact Underground Service Alert at least three days prior to the excavation activities as required. TASK 2- It is presumed the tanks are not registered currently with the state, so tank registration is included. Tank registration fees will be the responsibility of AEH. Tank registration requires: 1) Application through the Los Angeles County Department of Public Works (LADPW) for state UST registration, followed by, 2) Document each tank has a Hazardous Material Underground Storage Permit (HMUSP), or prepare and submit an application to enable the permitting of each tank (with the LADPW). 3) Once each UST is registered with the State and has a valid HMUSP, a permit for tank closure can be submitted and approved by the LADPW. TASK 3. Coordinate and oversee the break-out and removal of existing paving / soil as required to expose the crown (top) of each tank and the related subsurface structures identified above. This task includes provision and coordination of all required fencing or barricades for traffic control within the open parking lot area (if required). The UST work will be accomplished according to each LADPW permit, but at minimum will include: UST #1 (Estimated UST volume of 500 nations) a) Saw -cut, break-out and disposal of approx. 100 sq./ft. of existing asphalt, b) Expose top of tank and determine contents / accommodate cleaning, c) Excavate around vault / UST, d) Degas UST if needed following SCAQMD procedures and permitted equipment, e) Cold chisel a minimum of one inspection / cleaning port in top of tank, 0 Evacuate tank contents by triple rinsing to vacuum truck, g) Coordinate Marine Chemist or CIH to certify tank as "clean", h) "Safe" tank if required, then extract UST and place on recycling truck or trailer, i) Coordinate proper disposal or recycling of the clean UST, j) Remove approximately 30 sq. ft. of asphalt and associated UST piping, k) Extract soil samples under UST and piping as required by LADPW permit, 1) Back -fill voids with 3W crushed rock, m) Cold patch will be used to repave excavation and return parking capability, n) Where concrete replacement is called for use 2 sack slurry. OAK #4839-00505992 v8 Exhibit G-2 0 Packet Pg. 156 Proposal: Ms. Tel Lane— Old Town -Main, LLC 3 Turnkey Site Clearance Project at the Old Town Newhall City Block UST #2 (Estimated UST volume of 500 gallons) a) Saw -cut, break-out and disposal of approx. 70 sq./ft. of existing concrete, Concrete estimated at 8" thick, b) Expose 2 hydraulic hoist cylinders + plumbing line to nearby reservoir tank, c) Expose top of estimated 500 gallon hydraulic fluid UST / reservoir (presumed contents), d) Evacuate tank contents by triple rinsing to vacuum truck, e) Cold chisel a minimum of one inspection / cleaning port in top of tank, f) Coordinate Marine Chemist or CIH to certify tank as "clean", g) "Safe" tank if required, then extract UST and place on recycling truck or trailer, h) Remove approximately 30 sq. ft. of concrete and remove associated piping, i) Extract soil samples under UST and piping as required by LADPW permit, j) Steel will go to certified recycling facility, k) Break-out and remove existing and associated garage floor catch basin, 1) Back -fill with'/." crushed aggregate. UST #3 (Estimated UST volume of 1,500 gallons) a) Saw -cut, break-out and dispose of approximately 160 sq. ft. of existing asphalt, b) Expose top of tank and determine contents / accommodate cleaning, c) Excavate around this presumed gasoline UST, d) Degas UST if needed following SCAQMD procedures and permitted equipment, e) Cold chisel a minimum of one inspection / cleaning port in top of tank, f) Evacuate tank contents by triple rinsing to vacuum truck, g) Coordinate Marine Chemist or CIH to certify tank as "clean", h) "Safe" tank if required, then extract UST and place on recycling truck or trailer, i) Remove approximately 30 sq. ft. of paving and associated UST piping, j) Remove vent and fill lines, k) Extract soil samples under UST and piping as required by LADPW permit, 1) Coordinate labor to assist tank cleaning / pumping, m) Back -fill with %" crushed aggregate, approximately 8 tons. Clarifier a) Saw -cut, break-out and dispose of approximately 140 sq./ft. of existing concrete, b) Existing slab estimated to be 6" thick, c) Excavate around clarifier, d) Break-up concrete -filled clarifier and dispose to recycling facility, e) Remove associated sample box (if applicable), 0 Back -fill with %" crushed aggregate, g) Bring to near grade and patch to existing grade using a 2 sack concrete mix, Vehicle Frame Straightener and Vehicle Wash Sump OAK#4839 00509992 V8 Exhibit G-3 9.d Packet Pg. 157 Proposal: Ms. Tel Lane — O/d Town -Main, LLC 4 Turnkey Site Clearance Project at the Old Town Newham City Block a) Saw -cut, break-out and dispose of 3 concrete areas: b) First an area of 60 sq. ft. for the Frame Straightener, c) Second an area -10 ft. x 2 ft. as a trench to remove one hydraulic line, d) Third a 4 ft. x 4 ft. area associated with the vehicle wash sump, e) Excavate around these vehicle related subsurface features, f) Evacuate canister contents, g) Extract soil samples under each feature and piping if required (by LADPW permit), h) Coordinate labor to assist with canister cleaning / pumping, recycling, i) Back -fill with %" crushed aggregate. TASK 4 - Final triple -rinsing of each tank and proper disposal of the rinsate (as required) at an approved disposal site will be performed. TASK 5 - AEH will arrange and pay any applicable fees associated with securing an active State of California EPA Identification Number. If an EPA number has not been assigned, a temporary number will be obtained through the California Environmental Protection Agency - Department of Toxic Substances Control (DTSC). TASK 6 - Based on the contents of each UST, determine if any action is needed to satisfy the South Coast Air Quality Management District, complete and submit required notification forms and proceed documenting compliance with the applicable regulations (i.e., tank degassing if gasoline). TASK 7- Coordinate tank inspection by a Marine Chemist, Certified Industrial Hygienist (CIH), or Certified Hazardous Materials Manager (CHMM) to certify each tank as "clean", prior to appropriate disposal, as required. TASK 8 - Remove and dispose of each certified clean tank under the direction of the Los Angeles County Fire Department (CUPA) Fire Prevention Bureau per the Fire Code and requirements of a LADPW tank closure permit. Remove and dispose of the vehicle hoist and related piping / subsurface hydraulic canisters associated with the vehicle hoist, and frame straightener, plus associated piping. TASK 9 - Take up to two soil samples under each tank and one every 20 linear feet of piping. Sample as required by the permit issued through the Los Angeles County Department of Public Works and submit samples for testing to a State -certified laboratory. Up to 13 samples total are anticipated under the USTs, clarifier, hoist, frame straightener and vehicle wash sump, plus every 20' of associated piping. Results will be based on standard turnaround time available In 5-10 working days. Additional samples and tests may be required by the Inspector on-site. TASK 10 - Remove up to three (3) idle subterranean features related to vehicle maintenance / repair (i.e., hoist, frame straightener, vehicle wash sump etc.). Samples of soil below each subsurface feature will be extracted and analyzed, if required. TASK 11 - Prepare and present draft site mitigation workplan(s) to the client for approval and subsequent submittal / approval by the LADPW. Implement up to three approved workplans with the intent to complete site mitigation by soil removal at up to three UST sites on the target property. Monitor and report progress of site mitigation efforts at each UST site and coordinate sidewall / bottom confirmation soil sampling as required by the LADPW. Once removal of impacted soil has been to the satisfaction of the LADPW, prepare closure reports as outlined in Task 13 below. OAK #4839-00505992 v8 Exhibit G-4 0 Packet Pg. 158 Proposal: Ms. Tai Lane — O/d Town -Main, LLC $ Turnkey Site Clearance Project at the Old Town Newhall City Block TASK 12 - Clean fill, crushed rock or aggregate will be made available for the purpose of backfilling to grade. As part of this excavation backfilling process, AEA recommends Old Town -Main, LLC consider installing a series of ramps or transitions using this same material. The intent would be to eliminate the current uneven surfaces (trip hazards) which abound at this site, at least until the formal project excavation commences. The City of Santa Clams has completed a limited number of these transitions; the remainder represent significant risk to the current and prospective owner. Work needed to implement these accident and injury prevention measures can be viewed as a natural extension of this backfill acquisition and placement task. The small investment needed can be agreed to prior to this work being performed. TASK 13 - Preparation of a closure report for each UST system according to the Los Angeles County Department of Public Works guidelines, is part of this proposal. One electronic (PDF) copy will be provided to the Client as a final draft, and approval received prior to this report being forwarded to the LADPW. TASK 14 - AEH WII coordinate and pay for the review, approval, signature, and stamp of this closure report by a California Registered Professional Engineer or Geologist (as required). TASK 15 - Once directed by the Client, submit the Final Closure Report(s) to Los Angeles County Department of Public Works with a request for a no further action (NFA) letter, if appropriate. The intent will be to secure a NFA letter for the entire city block, as opposed to a NFA for each UST involved. Estimated Timeline: The timeline needed to accomplish the above 15 tasks is outlined below. Permitting Fieldwork Report Preparation 10 working days 3-5 working days Within 30 days of end of fieldwork It is difficult to gauge the extent of site mitigation needed (if any) until certain site features are removed and disposed with the intent of clearing the site, enabling further investigation. UST #1 (the northern most underground tank) at this site is confirmed to have leaked at some time in the past as gasoline and diesel range organics above regulatory screening levels were identified in samples taken near / under this UST to a depth of 20' below ground surface. This effort and estimated timeline for each of these known underground storage tank systems. The site mitigation work is based on an excavation measuring 15 feet long by 15 feet wide and 30 feet in depth. The top ten feet of overburden is presumed to not be impacted, leaving only about 167 cubic yards to be extracted (this has been rounded up to 170 cubic yards for the purpose of this proposal, which includes excavation - and shoring if needed). OAK #4839-00509992 v8 Exhibit G-5 9.d Packet Pg. 159 Proposal: Ms. Tel Lane — Old Town -Main, LLC 6 Turnkey Site Clearance Project at the Old Town Newhall City Block Tank Description Level of Effort Estimated Timaline U$T Sampling associated with a separate limited site assessment performed in This assumes no cud. yams, Peenitfing /s0e 2007 on the same properly indicated limited site mitigation will be needed; undo, 10of clean overburtlen, MBlgmkm #1 fuel impacted soil around and below this UST will need to be removed. The AS a volume of mended soil Workplan sampling and analysis performed in 2007 cannot be considered conclusive subject to removal using either Development & as soil samples extracted every five feet down to 40' figs in certain borings the lay back and / or temporary Acceptance oil Sere found to be free of contaminants or well below regulatorysoil shoring memod as descrumd. to worldng days screening levels. In other borings within ten feet laterally, Samples to This site tungsten Can be figs wedeter ined to bG well above Me soil Screening levels for gasoline re accomplished fo! an Somali $0],528. Flekhw o }S workays dd and diesel. The same is five for berRene, toluene, ethylbenzene and xylenes (fuel constituents). For this reason estimating the volume of This eabmats covers waste Rnal closure impacted soil at depth can only be considered a best guess. In 2007, the charactemu len, profiling. Report amount of soil estimated for removal was 20 cubic yards. The actualerval budin8. Preparation: volume may be two to ten times this amount. conflrmatlon sampling (to Wilkin 30 do"of and of fieldwork document a complete site For the purposes of estimating the volume of soil to be extracted to megaton has been accomplish an adequate (IADPW approvable) site mitigation impacted soil pedalrmed), manifesting and dimensions of 15' was by 15' long by 30' deep was used as a model for hauling by a licensed bucking pricing (up to 170 cubic yang. There are two methods to exhad such fieri to a formal treatment, impacted soil which are considered cost effective generally. The first and storage & disposal facility, most likely is to '14 back'the excavation, exposing the impacted soil by ramping down to it, staging the dean soil on site for reuse in backfilling the excavation. The second method is to use a temporary box shoring system, Stich enables extraction of impacted soil almost surgically Sidle holding back the adjacent formation X sideenall stability is of concern. This pricing includes both these extraction methods R needed. UST This UST is believed to Me a vehicle hydraulic Ig reservoir. Hydraulic fluid 4D.uMc yards of imported soil Pe triNng ISite is so prevalent in commerce, and of such low Managed the LA County CUPA subject to removal as site Mngatlon #2 and DPW do trot regulate it. The US Dept. of Transportation does not mitgaton. The Investment Workplan consider it a hazardous substance for the purpose of labeling / placanding. would involve laying back the Development & The Cal EPA Department of Toxic Substances Control(DTSC) defers to the clean soil (and temporary Acceptance: LA County COPA. Since b is hydrocarbon based, an unauthorized release showed possibly)to expose me 10 worldno days Mich impacts the subsurface may still require site mitigation, but the Impacted soil and enable screening levels are very high making site mitigation and cleanup less remove Vs40 yams for an n4maletl 527,984. work }S work tlays expensive. This estimate covers waste Final Closure Subsurface investigation for this UST was limited to joint environmental and characterization, profiling proton geotechnical soil sampling in one boring between the concrete -filled Sarni loading. Preparation: danger. less than 10' to the east, and the UST #2 location. The sampling confirmation sampling (to Within 30 days of eM of fieltlwoM and analysis performed as part of this subsurface investigation indicated document a complete site this area free of contaminants or well below regional (soil) screening levels mitigation M1as been (RSIs). At 2.5' b, in this boring oil range organics were detected at 334 Performed), manifesting and ml Mich is scall below Ne regulatory screening level of 3,130 mg/I. No hauling by a licensed bucking hytlrocadwns were deteded at 10' logs. At 20' bgs diesel was detected at firm to a permitted treatment, 60.9 mill, and oil range organics were call at 290 mWI. Both are Sell sfnrage & disposal facility. below the 108 mgt and 3,130 mgll RSLs for diesel and oil range organic respectively. No benzene, toluene, ethylbenune or xylenes (fuel constituents) Site detected in soil analyzed in samples taken from this being. Estimating a volume of impacted soil at depth, is to presume these results somehow indicate impact at greater depth which is somehow above the RSIs, comtrory to the limited data described above. Assuming UST 2 has similar subsurface condigoms to UST 1, results in a soil removal volume of about 20 cubic Yards, with a potential impacted volume Presumed to be ten times this amount. UST LOUIS is known about this UST which was discovered during a ground This assumes 17D cud. yams, Pegeitfing/site penetrating order survey Performed in preparation for the geotechnical wont under l0' of clean wo-ma en, Mitigation #3 P mem er on this project site. Subsurface investigation for this UST was al a volume of impacted soil Workplan limited to joint environmental and geotechnical soil sampling in one Moral (subjed to removal using eIffin Development& to 20' Ings less than five feet northwest of the footprint of this tank as me lay back and /or temporary Acceptance: identified by a ground penetrating call survey. The sampling and analysis shoring method as tleacdbetl). 10 walking days performed as part of the cement subsurface investigation indicated thisarea This site nihipla h eaa be free of contaminants or well below regional (soil) screening levels (RSIs) at accomplished for an estlmatetl $07,328. Rworkda }S work days toluene, 2.5%atle 10'em fivargadin this in Nis boring. No hydrocarbons,detected xykn es (fuel soil a e o were in soil analyzed This estmam coders waste Final osule met ing. Similarly heavy m in samples taken from this boring. Similarly heavy in samples a concentrations abconamoaal profiling. proton ed opu above than respective RSIs were detected. The results dee RG all adi avffioq leading, 'zed Prin contaminants looked for depth were Sell below their respective RSIs. Wilkin 30 days of fi.k and of fieNwoM Estimating a volume of impacted soil at depth, is to presume these results p a complete document a aim document e somehow missed impact at greater tlepth', possible but s base megaton M1asbeen dcontaminant contrary to the data described above, at the same time recognizing the , madfed and Periling limitations of this data. Assuming UST 3 has condition b by licensed tacking by harMar, about 20 cubic y a UST 1, results in a soil removal volume ve about 20 cubic yards m a pdepostl treatment, fie n nt. potential impaled volume presumed to be Mo to ten times this amount. p r storage a disposal facility, OAK #4839-00505992x8 Exhibit G-6 0 Packet Pg. 16O Proposal: Me. Tai Lane — Old Town -Main, LLC 7 Turnkey Site Clearance Project at the Old Town Newhall City Block UST Extraction The fieldwork necessary for UST extraction is estimated at 3-5 consecutive work days, in which all three USTs are exposed, cleaned, and removed followed by under tank sampling. Site Mitigation Site mitigation would follow UST extraction only if impacted soil were encountered. It is suggested preauthorization from the LADPW be sought to enable immediate removal of impacted soil if observed upon UST extraction. This would be followed by confirmation sampling to complete the site mitigation process for any USTs documented as having had an unauthorized release. This presumes the LADPW policy has not changed and AEH is able to obtain permission to proceed in this manner. Any additional work outside this scope or required by the Client or the Los Angeles County Department of Public Works (and approved by the Client) will be billed at the standard rate of $2501 hour. No additional work will be performed without written approval from the Client. • The tank sizes specified in this proposal will be used for permitting through the LADPW. If actual tank size is greater, an agreeable adjustment in overall investment may be necessary. • AEH will not be responsible for site traffic involving vehicles not involved in project work. • AEH will not be responsible for No Parking Signage or removal of parked cars. • Weather permitting the fieldwork for this job scope is estimated at 5 working days. • If any of these tanks are constructed of or wrapped in fiberglass, an additional disposal fee will apply. • Disposal allowance = 2% of tank capacity or 10 gallons maximum (30 gallons for Tank 3). Rinsate volumes exceeding this disposal allowance will be billed at cost plus 15%. • In the event one or all of these USTs has been filled with sand or concrete slurry (inert material), evacuating such solid material will be considered out of scope and additional. An adjustment to the overall investment will need to be arranged and agreed to in advance. • Groundwater remediation is NOT included in this Scope of Work. If an unauthorized release from one of these USTs or other subsurface features is documented, the Client will be notified and guidance provided regarding options to affect site mitigation (clean up). If further excavation (scoop and run) and sampling to confirm removal of contaminants can be supported, a site mitigation workplan can be prepared for swift LADPW approval. Any such site mitigation work would proceed on a Time and Materials basis with the estimated investment level as outlined herein selected and agreed to in advance. If the subsurface impact is considered pervasive the client will be OAK #48350050 9992 v8 Exhibit G-7 7�- Packet Pg. 161 Proposal: Ms. Tai Lane — Old Town -Main, LLC 8 Turnkey Site Clearance Project at the Old Town Newhall City Block consulted immediately, options discussed and a course of action decided, so concurrence from the LADPW can be sought. This approach would only be abandoned in the unlikely event an imminent hazard to the public health or environment is uncovered. • Underground tank owners / operators are required to pay annual registration and inspection fees. AEH will be responsible for providing evidence of current tank registration. Registration will be coordinated by the consultant in preparation for tank permitting, followed by tank closure permitting, and will be considered part of this Scope of Work. • The Los Angeles County Department of Public Works will require tank closure permit fee(s). These fees will be the responsibility of AEH. • Groundwater at this location is estimated to be at least 40 feet bgs (below ground surface), with planned excavation limited to less than 15' bgs. There is a low probability of reaching groundwater during this excavation. If groundwater is encountered during the excavation, the Los Angeles County Department of Public Works is likely to require clean fill go into the excavation, further assessment and the project referred to the Los Angeles Regional Water Quality Control Board (LARWQCB). • In the event the Los Angeles County Department of Public Works indicates this project requires further Site Assessment or Remediation / mitigation, this agreement shall be paid in full and a separate Site Assessment / Remediation proposal will be written. • AEH will manage regulatory agency approvals but cannot accept responsibility for success or timing. • If underground lines or hazards containing gas, water or effluent, or utilities, large rocks, ledge rock, water or debris interfere in the proposed excavation areas or are damaged during installation, the cost of removal, repair or relocation of same shall be bome by the Client. Concrete or asphalt greater than ten inches in depth, excessive rebar (amount or size), unstable or contaminated soil constitutes an underground hazard. • Clean up and hauling away of debris caused by these UST / concrete -filled clarifier / vehicle hoist / vehicle frame straightener and vehicle wash sump excavations is included. • If the Client approves purchase / transport of clean fill, crushed rock or aggregate; the site will be returned to grade or made ready for further excavation upon project completion. Installation of uneven surface transitions or ramps using clean fill, crushed rock or aggregate is an option for the client to consider as discussed in Task 11 above. • Soil sampling will be performed as directed by the LADPW and CUPA which are anticipated to serve as the regulatory authorities for this site clearance. This is expected to include soil sampling at 2'— 4' below each UST / concrete -filled clarifier / vehicle hoist / vehicle frame straightener and vehicle wash sump plus related piping is included but limited to up to two samples for each tank / clarifier / vehicle related subsurface feature, and up to one sample for each piping run (i.e., no more than 20 linear feet of piping). The total number of soil samples is anticipated to be 30 or less, with sampling and analyses included in this Scope of Work. OAK #4839-00505992 v8 Exhibit G-8 0 Packet Pg. 162 Proposal: Ms. Tai Lane - Old Town -Main, LLC 9 Turnkey Site Clearance Project at the Old Town Newhall City Block • A certified compaction report will not be part of this Scope of Work. • AEH will rely on the soils information provided within the geotechnical report prepared by GeoCon West, Inc. for this site. Asbestos containing vinyl floor tile (both red and white layers containing chrysotile in excess of 5%) was identified on the slab of the former Auto Collision Center building in the extreme northwest corner of the property. This building has now been razed. The aerial extent of this tile which will need to be removed or abated prior to slab removal and subsequent surface disturbance is estimated at 250 square feet. Containment can be built around and over this area to abate the tile property. Old Town -Main, LLC., wishes to have the asbestos containing floor tile removed prior to sale or redevelopment; further surface disturbance. The "Guidelines for Asbestos Site Clean -Ups", published by the South Coast Air Quality Management District (SCAQMD; under Rule 1403 - Procedure 5 Plans), requires specific particulate control procedures for any abatement project using an alternative combination of techniques and / or engineering controls to handle the asbestos containing materials (ACM) or asbestos containing waste material (ACWM) [Rule 1403(d)(1)(D)(v)]. Abatement project examples which require a Procedure 5 Plan include all asbestos site clean-ups, decontamination, open-air abatement and all demolition with asbestos. Disturbance of ACM which generates ACWM requires a Procedure 5 Plan to certify site remediation. The Procedure 5 Plan will be brief, in outline form, and not more than four pages long (in most cases) and will include the following (if applicable): • Scope of the overall project. • Asbestos material(s) at the site, its condition, type, amount and specific location(s) within the site. • Abatement project stages with dates and time lines. • Provisions for site preparation and control, prevention of contamination / migration and site ingress / egress zones. • Engineering work practices and asbestos emission controls. • A description of procedures for work area clean-up and / or decontamination after bulk removal. • Provisions for handling, storing, transporting and disposing of the asbestos containing waste generated by abatement activities. • Air monitoring type(s) and clearance level to be achieved (if applicable). • Type and amount of asbestos remaining on site (if any) to be removed or managed in place and by whom. Removal of intact ACM and PACM remaining on site is a separate project and not covered by the plan approval. Required Procedure 5 Plan Attachment Development OAK #4839-0050 9992 v8 Exhibit G-9 Packet Pg. 163 9.d Proposal: Ms. Tai Lane — Old Town -Main, LLC 10 Turnkey Site Clearance Project at the Old Town Newhall City Block Procedure 5 plans require preparation and submittal of certain attachments which are expected to include: • Procedure 5 Notification form with scheduled project dates (The Procedure 5 Plan will not be approved without a contractor notification to the SCAQMD or proof of fees). • Site Survey Inspection Report documenting the cause of the asbestos disturbance, extent of the site contamination, and the CAC's observations, findings, recommendations, and response action(s) NOTE: Survey Report will comply with 40 CFR § 783- Subpart E; and SCAQMD Rule 1403(d)(1)(A), plus the California Business & Professions Code § 7180 requirements]. • Sample(s) chain of custody and the lab analysis report must be included as part of the formal survey report. • Site map, plot plan, or drawing, showing street names and nearby sensitive receptors. • Photographs (if available) with identifying notations to assist in evaluating the project. • List of companies and contacts involved in the asbestos clean-up project. • List of AQMD permitted equipment to be used in the project including serial and permit numbers. • Signature of the California Certified Asbestos Consultant (CAC) which prepared the plan. • CEQA Applicability Form 400 for any demolition, excavation or site grading activity exceeding 20,000 sq. ft. (not applicable). Asbestos Abatement Project Oversight Atkins Environmental HELP, Inc proposes to coordinate and oversee a Scope of Work to be performed by Precision Environmental (see attached proposal #151111 MYAt-Lyons Main from Precision Environmentai). AEH will see to it all labor, equipment, materials, required clearance sampling (if applicable) and supervision required to perform and complete the proposed project work is provided. AEH recommends the Procedure 5 Plan be presented as an "open air" abatement, as this will require less investment. If this approach is rejected by the SCAQMD, then Precision Environmental will need to construct a temporary containment structure around and over the affected area; performing a conventional abatement. This will require the larger investment which serves as the basis for the bid from Precision Environmental below. Regardless, the abatement project must be an agreement between Serrano and the licensed asbestos abatement contractor selected to perform this work. Limitations and Exclusions - Asbestos Abatement Project • The proposed asbestos abatement work is limited to the field days outlined in the proposal from Precision Environmental. OAK #4839-0050 9992 v8 Exhibit G-10 Packet Pg. 164 9.d Proposal: Ms. Tel lane — Old Town -Main, LLC 11 Turnkey Site Clearance Project at the Old Town Newhall City Block • Construction of containment plus actual abatement is estimated at two (2) field days or less. • If the fieldwork will take longer, the client will be notified and acceptable alternative arrangements made. • It is anticipated the SCAQMD will take a few days to two weeks to review and approve the Procedure 5 Plan developed for this project. AEH will not be responsible for delays caused by the SCAQMD. • Asbestos clearance testing will be performed by a subcontractor to AEH. The budget for this testing requirement is estimated at $600 and is included in this Scope of Work. • Implementation of the elements of the Procedure 5 Plan will not take more than two (2) field days (including asbestos clean-up). All of the work outlined in this Scope of Work for Preparation and SCAQMD Approval of a Procedure 5 Workplan, plus asbestos abatement project oversight will be completed in a N m workmanlike manner for an estimated investment of up to $3,497.00 payable from Old Town- r U Main, LLC., to AEH. g a Actual abatement will be performed by Precision Environmental pursuant to their agreement ,y with Old Town -Main, LLC. (and payable to Precision Environmental directly by Old Town -Main, M LLC.) submitted to Ms. Tai Lane (proposal #151111MYAt-Lyons Main). The asbestos abatement project work has been estimated at $4,950.71 by Precision Environmental, bringing the total for this project to $6,447.71. E d Any work required and authorized but not itemized above will be performed on a time and a materials basis. Only items specified in this Scope of Work are included. AEH will notify you Q immediately and receive your authorization to proceed prior to going beyond budget. The estimated total investment is only for the performance of this specific scope of work outlined rn above. c m The following assumptions have been made for purposes of this estimated investment y quotation: r U • Procedure 5 Plan approval will occur within two weeks from submittal. o. • The required asbestos containment can be constructed within one (1) day. d • Actual asbestos abatement and clean-up will take less than two (2) days in the field. 'o a` • Clearance testing analytical can be performed same day or within 24 hours. d N 7 v d x All of the work outlined in both of these Scopes of Work will be completed in a workmanlike manner. With a reasonable contingency added for rounding purposes, the estimatedrg and total investment is $300,000, which includes all regulatory authority fees, registrations, applications and permits. r U OAK k48330050.9992 v8 Exhibit G-11 M Q Packet Pg. 165 Proposal: Ms. Tai Lane — Old Town -Main, LLC 12 Turnkey Site Clearance Project at the Old Town Newhall City Block Any work required and authorized but not itemized above will be performed on a time and materials basis. Only items specified in this Scope of Work are included. This offer supersedes all prior offers, bids, oral agreements and negotiations of the parties for the subject work, and no other agreements exist except as are contained in writing herein. Monthly progress payments will be based on work completed. If site mitigation work is to commence, it will be billed on a time and materials not -to -exceed basis using the above grand total estimates as a guide. Billing and project updates can be expected on a scheduled basis, agreed to by both parties but not to exceed 14 calendars days between reports. AEH plans to commence the project within a mutually agreeable scheduled date after receipt of written approval. A detailed schedule consistent with your priorities will be developed. Please execute the acceptance below and return a copy of this proposal to this office. AEH will be pleased to revise this offer as may be required in a manner acceptable mutually. Thank you for the opportunity to present this proposal and serve the environmental needs of Old Town -Main, LLC. Please e-mail biatkinsOatkinsenvironmental.com or call. YY000uurrrss very tru�ly,%������] K..�/ • . (sr�IrR ; B. Ins Pr ent Atkins Environmental HELP, Inc OAK #4839-0050 9992 v8 Accepted by. Signature Authorized Agent for Old Town -Main, LLC Printed Name Exhibit 6-12 Dale 9.d Packe[ Pg. 166 Proposal: Ms. Tai Lane — Old Town -Main, LLC 13 Turnkey Site Clearance Project at the Old Town Newhall City Brock GENERAL TERMS AND CONDITIONS WARRANTY. ATFIM ENVIRONMENTAL HELP, INC (AER) provides services in accordance with generally accepted professional practices in its fields Of specialty. No other womanly or representation, either expressed or implied, is included or intended as part Of its services, proposals, agreements, or reports. SCOPE AND EXECUTION OF SERVICES. AEH will diligently proceed with the agreed upon scope of services and will provide such services in a timely manner, However, the time required for completion of sehtces may vary due to conditions unknown to or beyond the control of AEH. NO warranties are granted regarding the time required for AEH completion of Its duties under this Contract. AEH will not be responsible for any damages, Consequential or otheM'ise, caused by delay in the completion Of Its services. AEN shall not be considered In default in performance of its Obligations where performance Of any obligation Is prevented Or delayed by any cause which is beyond its reasonable Control. In the event the Client requests termination Of services prior to Completion, A£H reserves the right t0 complete such analyses and records as may be necessary to place its files in order and where considered necessary to protect its professional reputation, to complete a report on the work performed t0 date Of determination. A termination charge of up to 30 percent of charges incurred to date Of notice of termination by the Client may be made at the discretion OfAEN, COMMENCEMENT OF WORK. The work shall commence immediately upon receipt of notice to proceed or upon signing of the woA proposal by an authorsed company representative. If, after commencement of the work, the project is delayed for any reason beyond the control 01 for more than 6o days, the terms and conditions contained herein are subject t0 revision. TERMS OF PAYMENT. All invoices shall be due antl payable upon receipt. Accounts are considered past due if payment has riot been received within 10 days of the date of Invoice. All past due accounts are subject to a late charge of 1.5% per month on the outstanding balance. Monthly progress payment requests will be based on work completed. RIGHT OF ENTRY. Client will furnish night of entry for AEH to make borings, take samples and/or perform necessary work within the boundaries of the work area. SUBSURFACE OBSTRUCTIONS. Chant shall be responsible for designating the location Of all utility lines and other subsurface obstructions within the boundaries of the work area. ACR may assist Client in obtaining locator services t0 help Client In making such identification; Client will indemnify and hold AEH harmless against any damages, 1055 Or liability arising out Of or connected with the accuracy, or inaccuracy of underground obstruction identification, excepting which arises from the scope negligence of AEH In every instance Client will remain responsible for idan fifcation of underground obstructions. LIMITATION OF LIABILITY. To the fullest extent perniffed by law, Client agrees to limit the liability Of AEH, its owners and employees, for any acts, errors or omissions or breaches Of contract to $5,000 Or the amount of AEHS fee, whichever is greater. In no event shall AEH be liable for any indirect, special Or consequential loss Or damage Or liability. Failure Of Client t0 give written notice to AEN Of any claim Or negligent act, error omission within one (1) year after completion of the services to be performed thereunder shall constitute a waive of said claim by Client INDEMNIFICATION. Subject to the limitation of liability above and the second sentence hereof, each party shall indemnify the Other from thin -party claims arising out of the negligence of the indemnifying party to the extent such loss or expense is caused by the party's negligence. M addition, Client agrees t0 intlemnify, defend and hold AF11 harmless from any lass, cost, damage Oreximmse (including attorney's fees), arising out Of or in connection with ACflb performance for any resulting advirropmental pollution Or contamination except to the extent such pollution or contamination is newly caused or increased by the active negligence Orwllfful scooduct of AEH. NO THIRD PARTY BENEFICIARIES. There are no third party fenefcianes of this agreement between Client and ACH antl no third party shall be entitled t0 rely upon any work performed or reports prepared by AEH thereunder for any purpose whatsoever. Client shall indemnify and hold AEH harmless against any liability to any third party for any loss, expenses, or damages onsing out of or in connection with reliance by any such third party on any work performed or reports issued by AEN hereunder. DISPUTES. Any controversy, claim or dispute shall be constructed antl enforoed in accordance with the laws of the some from which AFII services are procured. In any legal or arbibation proceedings brought by either party to enforce or interpret any of the terms or conditions of this Agreement including the collection of any payments due thereunder, the prevailing party shall be entitled to recover all reasonable Costs incurred in defense M the claim, including stat time at current billing rates, court Costs, attorneys' fees, antl otherolaim-related expenses. OTHER. If AFII is requested to respend to any mandatory orders for the production of documents or witnesses on Clients behalf regarding work performed by ACII Client agrees t0 pay all costs incurred by AFH, not reimbursed by Others in responding to such ortler, including staff time at current billing rates and reproduction expenses. These General Terms and Conditions shall be used in combination with a Professional Service Agreement proposal, purchase ortler or contract. The Intent will be for A£H to be engaged as general contractor for the site clearance portion Of this project. These combined documents shall be the entire agreement and shall supersede any other agreements vert en or oral, between Client and AE/1 relating to such matter. In case Of Conflict Or inconsistency between these General Terms and Conditions and any other contract documents (excepting payment provisions), these General Terms and Conditions shall control. If unenforceablethe doouments) shall remain In effect to the extent permitted by law. The Terms and Conditions of this document, taken as a whole, shall be .If and void at AEH'., option if Client has not signed and returned a copy of the entire Agreement to AEH Our to commencement of work by AEH OAK #4839-00505992 v8 Exhibit G-13 u Packet Pg. 167 PURCHASE, SALE AND GRANT AGREEMENT by and between the SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a public entity and CITY OF SANTA CLARITA, a California municipal corporation LAEMMLE NEWHALL, LLC, a California limited liability company regarding the Old Town Newhall Laemmle Theatre Project Dated: , 2016 OAK #4852-2324-3305 v6 02012-1041 9.e M M r Packet Pg. 168 1 �a 3. TABLE OF CONTENTS Page DEFINITIONS; REPRESENTATIONS AND WARRANTIES; CHANGE IN OWNERSHIP, MANAGEMENT AND CONTROL...............................................4 1.1 Definitions.................................................................................................4 1.2 Representations and Warranties............................................................ 11 1.3 Change in Ownership, Management and Control of Developer .............. 13 PURCHASE AND SALE...................................................................................15 2.1 Purchase and Sale of Theatre Property .................................................. 15 2.2 Purchase Price; Deposit......................................................................... 15 2.3 Joint Condition Precedent....................................................................... 15 2.4 Successor Agency Conditions Precedent ............................................... 15 2.5 City Conditions Precedent...................................................................... 17 2.6 Developer Conditions Precedent............................................................ 18 2.7 Escrow....................................................................................................20 2.8 Closing....................................................................................................22 2.9 Delivery of Documents and Closing Funds ............................................. 22 2.10 Review of Title........................................................................................ 23 2.11 Title Insurance........................................................................................ 24 2.12 Property Taxes and Assessments.......................................................... 25 2.13 Documents..............................................................................................25 2.14 AS -IS CONVEYANCE............................................................................ 26 2.15 Independent Investigation....................................................................... 26 2.16 Disclaimers............................................................................................. 28 2.17 Waivers and Releases............................................................................ 28 ENTITLEMENT AND DEVELOPMENT OF THE PROJECT ............................. 29 3.1 Schedule of Performance....................................................................... 29 3.2 Certificate of Compliance for Theatre Property ....................................... 30 3.3 Entitlement of the Project........................................................................ 30 3.4 Permits....................................................................................................30 OAK #4852-2324-3305 v6 9.e Packet Pg. 169 TABLE OF CONTENTS (continued) Page 9.e 3.5 Development of Project........................................................................... 30 3.6 Cost of Development; Theatre Development Grant; Theatre 39 4.4 Operating Covenant................................................................................ 30 w 3.7 Sources and Uses.................................................................................. 32 3.8 Insurance Requirements......................................................................... 33 Non -Discrimination and Non -Segregation Clauses ................................. 40 3.9 Rights of Access..................................................................................... 34 a° 3.10 Compliance With Applicable Laws; Prevailing Wage Requirements....... w 35 N 4.9 Old Town Newhall Public Parking Garage .............................................. 42 3.11 Final Completion of Project..................................................................... 36 R 3.12 Liens and Stop Notices........................................................................... 36 R 3.13 Right of Successor Agency to Satisfy Other Liens After any Closing ..... 36 2 3.14 Mortgage, Deed of Trust, Sale and Lease -Back Financing 36 a M 3.15 Covenants Regarding Operation, Management and Maintenance Priorto Closing....................................................................................... 37 4. COVENANTS, RESTRICTIONS AND AGREEMENTS .................................... 38 4.1 Uses........................................................................................................38 4.2 Prohibited Uses...................................................................................... 38 4.3 Taxes and Assessments......................................................................... 39 4.4 Effect and Duration of Covenants........................................................... 39 4.5 No Successor Agency Approval of Tenants Required ............................ 39 4.6 Obligation to Refrain From Discrimination; Form of Non -Discrimination and Non -Segregation Clauses ................................. 40 4.7 Effect and Duration of Covenants........................................................... 41 4.8 Sales Tax Point of Sale Designation....................................................... 41 4.9 Old Town Newhall Public Parking Garage .............................................. 42 5. DEFAULTS AND REMEDIES...........................................................................44 5.1 Default Remedies - General................................................................... 44 5.2 Default Resolution and Legal Actions ..................................................... 44 5.3 Termination.............................................................................................46 OAK #4852-2324-3305 v6 -i i - Packet Pg. 170 91 TABLE OF CONTENTS (continued) Page 9.e 5.4 Successor Agency Option to Repurchase, Reenter and Repossess ...... 47 5.5 Rights and Remedies Are Cumulative.................................................... 49 5.6 Inaction Not a Waiver of Default 49 w ............................................................. Y GENERAL PROVISIONS..................................................................................49 6.1 Notices, Demands and Communications Between the Parties ............... 49 w 6.2 Enforced Delay; Extension of Times of Performance ............................. 50 a w 6.3 Successors and Assigns; Assignment to City ......................................... 51 N 6.4 Relationship Between Successor Agency, City and Developer .............. 51 a 6.5 Successor Agency or City Approvals and Actions .................................. 51 w L 6.6 Counterparts...........................................................................................51 a 6.7 Integration...............................................................................................52 6.8 Brokerage Commissions......................................................................... 52 �o 6.9 Titles and Captions................................................................................. 52 6.10 Interpretation...........................................................................................52 6.11 Modifications...........................................................................................52 a 6.12 Severability.............................................................................................52 Y R 6.13 Computation of Time............................................................................... 53 t� 6.14 Legal Advice........................................................................................... 53 w 6.15 Time of Essence..................................................................................... 53 R 6.16 Cooperation............................................................................................ 53 w v 6.17 Conflicts of Interest................................................................................. 53 a 6.18 Time for Acceptance of Agreement by Successor Agency and City....... 53 6.19 Developer's Indemnity............................................................................54 6.20 Cooperation in the Event of Legal Challenge to Project Approvals......... 54 6.21 Successor Agency's Indemnit 54 6.22 Non -liability of Officials and Employees of Successor Agency and w City..........................................................................................................55 6.23 Legal Fees..............................................................................................55 w OAK #4852-2324-3305 v6 Packet Pg. 171 TABLE OF CONTENTS (continued) Page 6.24 Applicable Law; Venue........................................................................... 55 6.25 Survival...................................................................................................55 OAK #4852-2324-3305 v6 -iv- 9.e Packet Pg. 172 LIST OF EXHIBITS Exhibit A Legal Description — Old Town Newhall Property Exhibit B Conceptual Project Plans Exhibit C Theatre Operating Covenant Exhibit D Form of Grant Deed Exhibit E Schedule of Performance Exhibit F Assignment and Assumption Agreement Exhibit G-1 Form of Quitclaim Deed — Final Completion Exhibit G-2 Form of Quitclaim Deed — Close of Escrow Exhibit H Right of Entry Permit Exhibit I Site Preparation Grant Escrow Agreement Exhibit J Operating Covenant Grant Escrow Agreement Exhibit K Parking Parcel OAK #4852-2324-3305 v6 LIST OF EXHIBITS 9.e Packet Pg. 173 9.e PURCHASE, SALE AND GRANT AGREEMENT Old Town Newhall Laemmle Theatre Project THIS PURCHASE, SALE AND GRANT AGREEMENT ("Agreement") dated as of this day of , 2016 ("Date of Agreement"), is entered into by and between the SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a public entity ("Successor Agency"), the CITY OF SANTA CLARITA, a California municipal corporation ("City") and LAEMMLE NEWHALL, LLC, a California limited liability company ("Developer"). Successor Agency, City and Developer are sometimes referred to herein individually as a "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 Avenue, 9t" Street and Main Street located in Santa Clarita, California, approximating 1.6 acres, designated as Assessor Parcel Numbers 2831-007-900, -901, -902, -903, -904, 2 -905, -906, -907, and -908 and more particularly described in the legal description a attached hereto as Exhibit A ("Old Town Newhall Property'), is vested in the Successor Agency. B. As recognized in 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, the Successor Agency owns forty-six percent (46%) of the beneficial interest in the Old Town Newhall Property, the City owns eleven percent (11 %) of the beneficial interest in the Old Town Newhall Property, and the City as Housing Successor to the former Redevelopment Agency of the City of Santa Clarita ("Housing Successor") owns forty-three percent (43%) of the beneficial interest in the Old Town Newhall Property. C. In accordance with the LRPMP, on November 13, 2014 the Successor Agency solicited qualifications for the sale and development of the Old Town Newhall Property. D. On July 14, 2015, Successor Agency, City and Developer entered into that certain Exclusive Negotiation Agreement ("Theatre ENA") regarding the potential sale of fee title to a portion of the Old Town Newhall Property by Successor Agency to Developer and Developer's development of a multi -screen movie theatre, with ancillary office space and ground floor retail, within a multi -story, approximately 20,800 square building, to be further refined during the term of the Theatre ENA. OAK #4852-2324-3305 v6 Packet Pg. 174 9.e E. Successor Agency, City and Developer have negotiated in good faith in accordance with the Theatre ENA and now desire to enter into this Agreement to provide for: (1) Developer's preparation and Successor Agency's approval of a plat map and legal description of a portion of the area of the Old Town Newhall Property to be conveyed to Developer ("Theatre Property"), and Successor Agency securing from City approval of a certificate of compliance for the creation of the Theatre Property as a separate legal parcel in accordance with the California Subdivision Map Act and Chapter 16.35 of the Municipal Code ("Theatre Property Certificate of Compliance"); (2) Successor Agency's disposition of the Theatre Property to Developer at fair market value; (3) Developer's development of the Theatre Property in accordance with the Project Approvals and this Agreement; and (4) City's financial assistance to Developer as more particularly described in L Section 3.6 herein for the acquisition of the Theatre Property and development of the Project on the Theatre Property in a total amount not to exceed THREE a MILLION FOUR HUNDRED TWENTY THOUSAND FIVE HUNDRED TWENTY FIVE AND 00/100 DOLLARS ($3,420,525.00)("Theatre Development Grant"), in exchange for Developer's commitment to develop the Project and operate the Theatre Property in accordance with terms provided in the "Theatre Operating Covenant" attached hereto as Exhibit C. w F. Developer shall acquire the Theatre Property and develop it consistent with the Old Town Newhall Specific Plan ("Specific Plan"), with a multi -screen (no less than six screens) movie theatre ("Theatre Component"), with ancillary office space and ground floor retail ("Office/Retail Component"), within a multi -story, approximately 20,800 square foot building (collectively, the Theatre Component and Office/Retail Component is referred to herein as the "Project"), as generally depicted in the conceptual plans attached hereto as Exhibit B and incorporated herein by this reference ("Conceptual Project Plans"), subject to such revisions and modifications as may be required by the City pursuant to the Project Approvals. G. The Old Town Newhall Property is located within the Urban Center zone ("UC") of the 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 within the UC zone as set forth in the Specific Plan provides for a public parking garage producing 400 parking spaces, along with `liner' retail up to 34,000 square feet and 96,000 square feet of space dedicated to housing or office above. The Project on the Theatre Property is 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 OAK #4852-2324-3305 v6 2 Packet Pg. 175 9.e 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. H. The Project contemplated by this Agreement will require (i) application by ° Z Developer to City for a Design Review Permit ("Development Permit") in accordance 'w with the Specific Plan and analysis under CEQA, (ii) application by Successor Agency to City for a Certificate of Compliance for the Theatre Property. Collectively, the FEIR, `o Specific Plan, CEQA analysis of the Project, Development Permit and Theatre Property 2 Certificate of Compliance are the "Project Approvals." Notwithstanding the approval and execution of this Agreement by the Successor Agency and City, the Developer hereby w acknowledges that it understands that the City is not committing or agreeing to undertake any acts or activities requiring the subsequent independent exercise of discretion by the City, specifically including (i) the adoption or certification of an environmental assessment R as required by CEQA, (ii) the adoption of a statement of overriding considerations in accordance with Public Resources Code Section 21081(b) if significant effects on the R environment cannot be mitigated, or (iii) approval of the Project Approvals or other land use entitlements needed for the Project. Furthermore, Developer hereby acknowledges and agrees that the City retains its discretion to deny, disapprove or condition any and all such environmental assessments, land use applications, Project Approvals and any other a discretionary approvals necessary for the implementation of the Project. M r I. Developer acknowledges that notwithstanding the approval of this Agreement by Successor Agency and City, this Agreement remains subject to review and approval by the Oversight Board. J. The Project 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, resulting in increased property taxes and sales and use tax, as well as temporary construction jobs and permanent full-time and part-time employment opportunities. K. The City asserts that the Theatre Development Grant is being provided to Developer in accordance with authority conferred pursuant to California Government Code §§ 52200 et seq., following public notice and a hearing in accordance with California Government Code § 53083. L. The Successor Agency and City assert that the execution and performance of this Agreement is in the vital and best interests of the City, Successor Agency and the Affected Taxing Entities, and the health, safety and welfare of the City's residents, and is in accord with the provisions of applicable federal, state and local law. OAK #4852-2324-3305 v6 Packet Pg. 176 9.e AGREEMENT NOW, THEREFORE, Successor Agency, City and Developer hereby agree as follows: 1. DEFINITIONS; REPRESENTATIONS AND WARRANTIES; CHANGE IN OWNERSHIP, MANAGEMENT AND CONTROL. 1.1 Definitions. "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's Principal 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. "Affected Taxing Entities" means taxing entities that benefit from distribution of property tax and other revenue pursuant to Health and Safety Code § 34188. "Agreed Extension of Performance" is defined in Section 6.2. M "Agreement" means this Purchase, Sale and Grant Agreement between Successor Agency, City and Developer. "Applicable Laws" means, collectively: (i) all State and Federal laws and regulations applicable to the Theatre Property and the 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 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 Theatre Property, 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. "Approved Condition of Title" is defined in Section 2.10. OAK #4852-2324-3305 v6 4 Packet Pg. 177 "As -Is Condition" is defined in Section 2.14. "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement described in Section 6.3 and to be executed and recorded at Closing substantially in the form attached hereto as Exhibit F and incorporated herein. "CEQA" or California Environmental Quality Act is defined in Recital G. "City" means the City of Santa Clarita, a California municipal corporation. "City Action" or "City Actions" are defined in Section 4.9. "City's Actual Knowledge" or words to such effect, shall mean the present, actual knowledge of Thomas Cole, the City's 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. "City Conditions Precedent" is defined in Section 2.5. "City Council" means the City Council of the City of Santa Clarita. "City Manager" means the City Manager of the City. "Claims" means liabilities, obligations, orders, claims, damages, governmental fines or penalties, and actual expenses of defense with respect thereto, including reasonable attorneys' fees and costs. "Close of Escrow" is defined in Section 2.8. "Closing" is defined in Section 2.8. "Closing Default" is defined in Section 5.2(3). "Commence Construction", "Commenced Construction", or "Commencement of Construction" or similar phrases shall be deemed to have occurred when the Developer has commenced Initial Site Preparation for the Project on the Theatre Property, and such date shall be memorialized in writing by the Parties. "Conceptual Project Plans" is defined in Recital F and depicted in Exhibit B attached hereto and incorporated herein by this reference. "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. OAK #4852-2324-3305 v6 5 9.e CO M 7 Packet Pg. 178 9.e "Default" is defined in Section 5.1. "Department" is defined in Recital B. "Deposit" means the $20,000.00 good faith deposit to be provided by Developer pursuant to Section 2.2. "Developer" means Laemmle Newhall, LLC, a California limited liability company "Developer Conditions Precedent" is defined in Section 2.6. "Developer Indemnitees" is defined in Section 6.21. "Developer's Principal" or "Principal' is Greg Laemmle. "Development Permit" is defined in Recital H. "Documents" is defined in Section 2.13. "Environmental Laws" means, collectively: (i) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq., (ii) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, etseq., (iii) a the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq., (iv) the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq., (v) 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, § 1251et seq., (viii) the Oil Pollution Act, as amended, 33 "w U.S.C. § 2701, et seq., (ix) California Health & Safety Code § 25100, et seq. (Hazardous a Waste Control), (x) the Hazardous Substance Account Act, as amended, Health & Safety Code § 25300, et seq., (xi) the Unified Hazardous Waste and Hazardous Materials Management Regulatory Program, as amended, Health & Safety Code § 25404, et seq., (xii) Health & Safety Code § 25531, et seq. (Hazardous Materials Management), (xiii) the o California Safe Drinking Water and Toxic Enforcement Act, as amended, Health & Safety R Code § 25249.5, et seq., (xiv) Health & Safety Code § 25280, et seq. (Underground w Storage of Hazardous Substances), (xv) the California Hazardous Waste Management Act, as amended, Health & Safety Code § 25170. 1, et seq., (xvi) Health & Safety Code § 2 25501, et seq., (Hazardous Materials Response Plans and Inventory), (xvii) Health & a 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) 2 California Fish and Game Code §§ 5650-5656, (xx) the Polanco Redevelopment Act, as L amended, Health & Safety Code § 33459, et seq., (xxi) Health & Safety Code § 25403, et seq. (Hazardous Materials Release Cleanup), and (xxii) any other federal, state or local laws, ordinances, rules, regulations, court orders or common law related in any way to the w protection of the environment, health or safety. "Escrow" is defined in Section 2.7. "Escrow Agent" means First American Title Insurance Company. OAK #4852-2324-3305 v6 Packet Pg. 179 9.e "Exceptions" is defined in Section 2.10. "Executive Director" means the Executive Director of the Successor Agency "Final Completion" or "Finally Complete" shall be deemed to have occurred when a temporary certificate of occupancy has been issued for the Project by City. "Final Master Environmental Impact Report for the Old Town Newhall Specific Plan" or "FEIR" is defined in Recital G. "FIRPTA" is defined in Section 1.2(1)(f). "Force Majeure Delay" is defined in Section 6.2. "Grant Deed" means the grant deed for the conveyance of the Theatre Property from City and Successor Agency to Developer to be executed and recorded at Closing substantially in the form attached hereto as Exhibit D and incorporated herein by this reference. "Hazardous Materials" means any substance, material, or waste which is or A becomes regulated by any local governmental authority, the State of California, or the a United States Government under any Environmental Laws, including any material or substance which is defined as "hazardous," "extremely hazardous," "hazardous waste," M "extremely hazardous waste," "restricted hazardous waste," "hazardous substance" or "hazardous material" under any Environmental Laws, including petroleum, or any fraction 15 thereof, friable asbestos, and polychlorinated biphenyls. E "Housing Successor" means the City of Santa Clarita, successor to the housing assets and functions previously performed by the Redevelopment Agency of the City of Santa Clarita, pursuant to Health and Safety Code §34176. "Initial Litigation Challenge" is defined in Section 6.20. "Initial Site Preparation for the Project" shall mean the demolition of existing improvements located on, and grading of, the Theatre Property preparatory to the development of the Project in accordance with the Conceptual Project Plans as may be modified by the Project Approvals, and installation of perimeter construction fencing on the Theatre Property. "Joint Condition Precedent" is defined in Section 2.3. "Long Range Property Management Plan" or "LRPMP" is defined in Recital B. "Mixed Use Developer" means Old Town -Main, LLC, a California limited liability company. "Mixed Use Property" means that portion of the Old Town Newhall Property excluding the Parking Parcel and Theatre Property and depicted in Exhibit K as Parcel 1. OAK #4852-2324-3305 v6 7 Packet Pg. 180 "Mixed Use PSA" means that certain Purchase and Sale Agreement dated 2016, by and between Successor Agency and Mixed Use Developer, governing the Mixed Use Property. "Municipal Code" means the Santa Clarita Municipal Code. "Notice" means a written notice in the form prescribed by Section 6.1. "Office/Retail Component" is defined in Recital F. "Old Town Newhall Property" is defined in Recital A and legally described in Fuhihit A "Operating Covenant Grant" is defined in Section 3.6. "Operating Covenant Grant Escrow Agreement" is set forth in more particularity in Exhibit J attached hereto and incorporated herein by this reference. "Organizational Documents" is defined in Section 1.2(3)(a). "Outside Date" is March 31, 2018. "Oversight Board" is defined in Recital B. "Parking Parcel" is described in Section 4.9 and more particularly depicted in Exhibit K as "Parcel 3 -Parking". "Parking Project" is defined in Section 4.9. "Parties" means the City, Successor Agency and Developer. "Party" means the City, Successor Agency or Developer. "Permit Fee Grant" is defined in Section 3.6. "Permitted Transfer" is defined in Section 1.3(3). "Project" is defined in Recital F. "Project Agreements" means this Agreement, the Theatre Operating Covenant (Exhibit C), the Grant Deed (Exhibit D), the Assignment and Assumption Agreement (Exhibit F), the Quitclaim Deed -Final Completion (Exhibit G-1), the Right of Entry Permit (Exhibit H) and the Quitclaim Deed -Close of Escrow (Exhibit G-2). "Project Approvals" is defined in Recital H. "Property Claims" is defined in Section 2.17. "Purchase Price" is defined in Section 2.2. OAK #4852-2324-3305 v6 8 9.e co W co 7 Packet Pg. 181 9.e "Quitclaim Deed -Close of Escrow" is described in Section 2.5, to be executed and recorded at Close of Escrow, and substantially in the form attached hereto as Exhibit GG=2 and incorporated herein by this reference. "Quitclaim Deed -Final Completion" is described in Section 5.4(3), to be executed and recorded upon Final Completion, and substantially in the form attached hereto as Exhibit G-1 and incorporated herein by this reference. "Reports" is defined in Section 2.13. "Request to Resolve Dispute" is defined in Section 5.2(1). "Right of Entry Permit" is that certain Right of Entry Permit entered into between Successor Agency and Developer as of the Date of Agreement, providing Developer access to the Theatre Property for purposes of undertaking certain investigative activities as more particularly described in the form attached hereto as Exhibit H and incorporated herein by this reference. "Schedule of Performance" means the Schedule of Performance attached hereto as Exhibit E and incorporated herein by this reference, setting out the dates and/or time periods by which certain obligations set forth in this Agreement must be accomplished. "Site Condition" is defined in Section 2.15. M "Site Preparation Costs" is defined in Section 3.6(2). "Site Preparation Grant" is defined in Section 3.6. "Site Preparation Grant Draw Request" is defined in Section 3.6(2) and set forth in more particularity in Exhibit B to the Site Preparation Grant Escrow Agreement. "Site Preparation Grant Disbursement Approval Notice" is defined in Section 3.6(2) and set forth in more particularity in Exhibit C to the Site Preparation Grant Escrow Agreement. "Site Preparation Grant Escrow Agreement" is set forth in more particularity in Exhibit I attached hereto and incorporated herein by this reference. "Sources and Uses" is defined in Section 3.7. "Specific Plan" is defined in Recital F. "Substantial Completion" or "Substantially Complete" shall be deemed to have occurred when (i) Developer has provided adequate evidence to the City Manager that eighty five percent (85%) of the contract price for the construction of the Project (including all change orders) has been expended and (ii) the life safety systems within the Project have been installed and are fully functional. OAK #4852-2324-3305 v6 Packet Pg. 182 9.e "Successor Agency" means the Successor Agency to the former Redevelopment s Agency of the City of Santa Clarita, a public entity. o m "Successor Agency Conditions Precedent" is defined in Section 2.4. E "Successor Agency Parties" and "Successor Agency Party" are defined in s Section 2.14. Z w w "Successor Agency's Actual Knowledge" or words to such effect, shall mean m the present, actual knowledge of Thomas Cole, the City's Director of Community w Development, Jason Crawford, Manager of Economic Development and Marketing, and 4 Denise Covert, Economic Development Associate, excluding constructive knowledge or duty of inquiry, existing as of the Date of Agreement. w "Theatre Component" is defined in Recital F. w R N "Theatre Development Grant" is defined in Recital E and described in more particularity in Section 3.6. R w R "Theatre ENA" is defined in Recital D. M "Theatre Operating Covenant" is defined in Recital E and set forth in more a particularity in Exhibit C attached hereto and incorporated herein by this reference. M "Theatre Property" is defined in Recital E and more particularly depicted in Exhibit K as "Parcel 2".. "E "Theatre Property Acquisition Grant" is defined in Section 3.6. "Theatre Property Certificate of Compliance" is defined in Recital E. "Title Company" means First American Title Company. "Title Policy" is defined in Section 2.11. "Title Reports" is defined in Section 2.10. "Transfer" means any assignment or transfer of this Agreement or the Theatre Property or any portion thereof or any interest therein and as further defined in Section 1.3(2). "UC" is defined in Recital G. "Unexpended Permit Fee Grant" is defined in Section 3.6. "Unrecorded Agreements" is defined in Section 2.13. "UST" is defined in Section 2.15. OAK #4852-2324-3305 v6 10 Packet Pg. 183 9.e "UST Removal Construction" is defined in Section 2.15. "UST Removal Regulatory Approval" is defined in Section 2.15. "UST Removal Work" is defined in Section 2.15. 1.2 Representations and Warranties. (1) Successor Agency Representations and Warranties. Successor Agency represents and warrants to Developer as follows: (a) Authority. Successor Agency is a public entity with full right, power and lawful authority to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement by Successor Agency has been fully authorized by all requisite actions on the part of the Successor Agency. (b) No Conflict. Successor Agency'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 Successor Agency is a party or by which Successor Agency is bound. (c) No Litigation or Other Proceeding. Except as provided in Recital I, to Successor Agency's Actual Knowledge, no litigation or other proceeding M (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Successor Agency to perform its obligations under w this Agreement, or that would adversely affect the Theatre Property or the ability of E Developer to develop the same as contemplated by this Agreement. w (d) Right to Possession. No person or entity other than Successor Agency has the right to use, occupy, or possess the Theatre Property or any portion thereof. Excepting the use prior to Closing of all or a portion of the Theatre Property for public parking and occasional use as a farmer's market and other City sponsored events or activities, and the terms of a right of entry agreement to be entered into pursuant to the terms of the Mixed Use PSA relative to the UST Removal Work, Successor Agency shall not enter into any lease or other agreement respecting use, occupancy, or possession of the Theatre Property or any portion thereof without the written consent of Developer. The foregoing notwithstanding, on no less than 48 hours prior notice from Developer, Successor Agency shall provide the Theatre Property to Developer free of any use, occupancy or possession by any person or entity, excepting ongoing activities related to the UST Removal Work, in order for Developer to undertake activities contemplated by this Agreement. Furthermore, Successor Agency shall deliver the Theatre Property to Developer free of any use, occupancy or possession by any person or entity prior to Closing and neither Successor Agency nor City shall have any right thereafter to use any portion of the Theatre Property for public parking, farmer's market or any other use. (e) Condition of Theatre Property. Successor Agency has no notice of any pending or threatened action or proceeding arising out of the condition of the OAK #4852-2324-3305 v6 11 Packet Pg. 184 9.e Theatre Property or any alleged violation of any Environmental Laws. Except as g otherwise disclosed by Documents provided by Successor Agency to Developer and the o results of Developer's independent investigation of the Theatre Property pursuant to m Y Section 2.15, to Successor Agency's Actual Knowledge, the Theatre Property is in compliance with all Environmental Laws. E CL 0 (f) FIRPTA. The Successor Agency is not a "foreign person" Z 'w 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. E (g) Compliance With Laws. Other than as disclosed by the w Documents, the Successor Agency has received no notice and has no Actual Knowledge a of any violation of Applicable Laws of any governmental agency, body or subdivision affecting or relating to the Theatre Property that would materially, adversely affect the N Successor Agency's ability to convey the Theatre Property or Developer's ability to R construct or operate the Project, or any portion thereof. R t (h) Condemnation. The Successor Agency has no Actual 2 Knowledge of any pending or threatened proceedings in eminent domain or otherwise a' with respect to the Theatre Property that would materially, adversely affect the Successor Agency's ability to convey the Theatre Property or Developer's ability to construct or operate the Project, or any portion thereof. r Until the recording of the Quitclaim Deed -Final Completion pursuant w E to Section 5.4(3) or earlier termination of this Agreement, Successor Agency shall, upon learning of any fact or condition which would cause any of the warranties and a Y representations in this Section 1.2(1) not to be true, immediately give written Notice of such fact or condition to Developer. The foregoing representations and warranties shall c� survive Closing and continue until recording of the Quitclaim Deed -Final Completion R pursuant to Section 5.4(3). w R N (2) City Representations and Warranties. City represents and warrants to Developer as follows: (a) Authority. City is a California municipal corporation with full a 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 Council. F (b) No Conflict. City's execution, delivery and performance of its w E obligations under this Agreement will not constitute a default or a breach under any R contract, agreement or order to which City is a party or by which City is bound. (c) No Litigation or Other Proceeding. Except as provided in Y Recital I, to City's Actual Knowledge, no litigation or other proceeding (whether R Q OAK #4852-2324-3305 v6 12 Packet Pg. 185 9.e 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. Until the recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4(3) or earlier termination of this Agreement, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 1.2(2) not to be true, immediately give written Notice of such fact or condition to Developer. The foregoing representations and warranties shall survive Closing and continue until recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4(3). (3) Developer's Representations and Warranties. Developer represents and warrants to Successor Agency and City as follows: (a) Authority. Developer is a California limited liability company w duly organized in the State of California and qualified to do business and in good standing N under the laws of the State of California. Prior to execution of this Agreement, Developer V has provided to Successor Agency and City its Articles of Incorporation, By -Laws, and w Operating Agreement ("Organizational Documents"). The Organizational Documents L provided by Developer to Successor Agency and City are true and complete copies of the 2 originals, as may be amended from time to time. Developer has full right, power and a lawful authority to undertake all of its obligations hereunder and the execution, performance and delivery of this Agreement by Developer has been fully authorized by all requisite company actions on the part of Developer. r (b) No Conflict. Developer'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 Developer or any Principal is a party or by which Developer or any Principal is bound. (c) No Litigation or Other Proceeding. To Developer's current 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 Developer to perform its obligations under this Agreement. (d) No Developer Bankruptcy. Developer is not the subject of any bankruptcy proceeding, and no general assignment or general arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Developer's assets has been made. Until the recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4(3) or earlier termination of this Agreement, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 1.2(3) not to be true, immediately give written Notice of such fact or condition to Successor Agency and City. The foregoing representations and warranties shall survive Closing and continue until recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4(3). OAK #4852-2324-3305 v6 13 Packet Pg. 186 9.e 1.3 Change in Ownership, Management and Control of Developer. The qualifications and identity of Developer are of particular concern to Successor Agency and City. It is because of those unique qualifications and identity that Successor Agency and City have entered into this Agreement with Developer. (1) Until Final Completion of Prosect. Until Final Completion of the Project, Developer shall not Transfer the Theatre Property or any portion of this Agreement, without the express written consent of Successor Agency and City which may be granted or denied in their sole discretion. After Final Completion of the Project, Developer may Transfer the Theatre Property subject to the terms of the Theatre Operating Covenant. (2) Additional Matters. Except for Permitted Transfers as provided in Section 1.3(3), the term "Transfer" for the purposes of this Agreement 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)(b), 1.3(3)(f) and 1.3(4) below, shall mean 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. (3) Permitted Transfers. Notwithstanding any other provision of this a Agreement to the contrary, each of following Transfers are permitted and shall not require Successor Agency or City consent under this Section 1.3 (each, a "Permitted Transfer"): Y (a) Any lien or encumbrance on the Theatre Property to secure w the funds necessary for acquisition of the Theatre Property or for the construction w financing of the Project; (b) An assignment of this Agreement to an Affiliate of Developer, provided that Developer's Principal retains Control, directly or indirectly, in such Affiliate; (c) Permanent financing of the Project following its Substantial Completion as provided in Section 3.14(1) to the extent said lien or encumbrance does not exceed 75% of the value of the Theatre Property and Project as determined by a lender's appraisal (provided that if such lender is not an institution, then such appraisal shall be subject to the reasonable approval of the City); (d) Dedications and grants of easements and rights of way required in accordance with the Project Approvals; (e) The leasing of the Theatre Property or portion thereof to an Affiliate of Developer or third -party tenants, for uses permitted by this Agreement, the Project Approvals, and Applicable Laws; (f) Admission of new or additional equity partners provided that Developer' Principal retains Control, directly or indirectly, in Developer. OAK #4852-2324-3305 v6 14 Packet Pg. 187 9.e (4) Subsequent Equity Transfers. Until Final Completion of the 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 approval by the City Manager and/or Executive Director, which approval may be withheld, conditioned or delayed in the City Manager's and/or Executive Director's sole discretion. After Final Completion of the Project, Developer may Transfer the Theatre Property or interest in Developer subject to the terms of the Theatre Operating Covenant. 2. PURCHASE AND SALE. 2.1 Purchase and Sale of Theatre Property. Subject to the terms, covenants and conditions of this Agreement, Developer shall purchase from Successor Agency, and Successor Agency shall sell to Developer the Theatre Property. 2.2 Purchase Price; Deposit. The total purchase price for the Theatre Property shall be equal to the sum of FOUR HUNDRED FORTY THOUSAND FIVE HUNDRED TWENTY FIVE AND 00/100 Dollars ($440,525.00) ("Purchase Price"). Concurrent with the opening of Escrow in accordance with Section 2.7, Developer shall a deposit TWENTY THOUSAND AND 00/100 Dollars ($20,000.00) into Escrow with the Escrow Agent ("Deposit"). At Closing Developer shall be entitled to a refund of the Deposit, together with interest earned thereon, if any. 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 Deposit, together with interest earned thereon, if any. 2.3 Joint Condition Precedent. Successor Agency's obligation to proceed with the disposition of the Theatre Property to Developer, City's obligation to proceed with funding the acquisition of the Theatre Property from Successor Agency on behalf of Developer and to release its beneficial interest in the Theatre Property, and Developer's obligation to proceed with the acquisition of the Theatre Property from the Successor Agency pursuant to the terms of this Agreement and Project Agreements, is subject to the approval of this Agreement by the Oversight Board prior to Closing, which neither Successor Agency, City or Developer may waive ("Joint Condition Precedent"). 2.4 Successor Agency Conditions Precedent. Successor Agency's obligation to proceed with the disposition of the Theatre Property to Developer pursuant to the terms of this Agreement is subject to the fulfillment or waiver by Successor Agency of each and all of the conditions precedent described below ("Successor Agency Conditions Precedent"). The Successor Agency Conditions Precedent are solely for the benefit of Successor Agency and shall be fulfilled or waived within the time periods provided for herein, and in any event, no later than the Outside Date. (1) No Default. Developer shall not be in Default under this Agreement. OAK #4852-2324-3305 v6 15 Packet Pg. 188 9.e (2) Execution and Delivery of Documents by Developer and Escrow Agent. Developer shall have executed and acknowledged (as necessary) the Grant Deed, Assignment and Assumption Agreement, Theatre Operating Covenant, Site Preparation Grant Escrow Agreement, and Operating Covenant Grant Escrow Agreement, and Developer shall have executed (and, where appropriate, acknowledged), and delivered into Escrow all other documents that Developer is required to deliver into Escrow pursuant to Section 2.9(1). Escrow Agent shall have executed the Site Preparation Grant Escrow Agreement and Operating Covenant Grant Escrow Agreement. (3) Delivery of Funds. In connection with the Closing, City shall have delivered through Escrow a sum equal to the Purchase Price. Developer shall have delivered through Escrow such funds, if any, including escrow costs, recording fees and other closing costs as are necessary to comply with its obligation under this Agreement. (4) Sources and Uses. Successor Agency shall have approved the Developer's Sources and Uses pursuant to Section 3.7. (5) Evidence of Available Funds. (a) Closing. Successor Agency shall have received from a Developer reasonable evidence that Developer has, or subject to Closing, will have, 100% of Project development and construction costs, as identified in the Sources and Uses, in ready and available funds (which may be Developer's own funds and/or third party equity or debt financing proceeds). W (b) Developer expressly acknowledges that Closing will not occur unless and until the condition above has been satisfied. a Y R (6) Equity Funding/Construction Loan. Developer shall have delivered evidence satisfactory to Successor Agency in its reasonable discretion that the equity commitments or acquisition and/or construction loan, if any, for Closing, described in the Sources and Uses, shall have closed or (if not from the Developer's Principal or an N Affiliate of Developer) shall be ready to close concurrently with the Closing. R t (7) Prosect Construction Permits. Developer shall have submitted complete applications to City for all demolition, grading and building permits necessary a for Developer to develop and construct the Project, and such permit applications shall have been reviewed and approved by City and shall be ready to be issued by the City. R w (8) Project Approvals. The Project Approvals shall be final and non -appealable, and if any appeals, legal challenges, requests for w rehearing, or E referenda have been filed or instituted, such appeals, legal challenges, requests for w rehearing, or referenda shall have been fully and finally resolved in a manner acceptable to Successor Agency in its sole and absolute discretion, and such that no further appeals, legal challenges, requests for rehearing, or referenda are possible. E OAK #4852-2324-3305 v6 16 Packet Pg. 189 9.e (9) Insurance Policies. Developer shall have submitted to Successor Agency evidence that the insurance policies required by Section 3.8 have either been issued or will be ready to issue prior to Commencement of Construction. (10) Site Condition. Mixed Use Developer shall have completed the UST Removal Work and Developer shall have accepted or waived in accordance with Section 2.15 the Site Condition. (11) Old Town Newhall Parking Prosect. City shall have acquired fee title to the Parking Parcel or demonstrated to Successor Agency to its reasonable satisfaction that City will acquire fee title to the Parking Parcel prior to or concurrently with the Closing of the Theatre Property. City shall also have awarded a contract to a design -build contractor for the design and construction of the Parking Project pursuant to California Public Contract Code Section 22160 et.seq, which may be conditioned on Closing of the Theatre Property as provided by Section 4.9 below. City and Mixed Use Developer shall have approved, executed and recorded prior to or concurrently with the Closing of the Theatre Property an easement for vehicular ingress and egress from the Mixed Use Property over and across the Parking Parcel to the public right away along Railroad Avenue and 9t" Street. 2.5 City Conditions Precedent. City's obligation to proceed with the financial a assistance to Developer pursuant to the terms of this Agreement, and to quitclaim and release its beneficial interest in the Theatre Property as described in Recital B pursuant to the Quitclaim Deed -Close of Escrow (Exhibit G-2), is subject to the fulfillment or waiver by r City of each and all of the conditions precedent described below ("City Conditions w Precedent"). The City Conditions Precedent are 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. a (1) No Default. Developer shall not be in Default under this Agreement. (2) Execution and Delivery of Documents by Developer and Escrow Agent. Developer shall have executed and acknowledged (as necessary) the Grant Deed, Assignment and Assumption Agreement, Theatre Operating Covenant, Site Preparation Grant Escrow Agreement and Operating Covenant grant Escrow Agreement, and Developer shall have executed (and, where appropriate, acknowledged), and delivered into Escrow all other documents that Developer is required to deliver into Escrow pursuant to Section 2.9(1). Escrow Agent shall have executed the Site Preparation Grant Escrow Agreement and Operating Covenant Grant Escrow Agreement. (3) Delivery of Funds. In connection with the Closing, Developer shall have delivered through Escrow such funds, including escrow costs, recording fees and other closing costs as are necessary to comply with Developer's obligations under this Agreement. OAK #4852-2324-3305 v6 17 Packet Pg. 190 9.e (4) Sources and Uses. City shall have approved the Developer's Sources and Uses pursuant to Section 3.7. (5) Evidence of Available Funds. (a) Closing. City shall have received from Developer reasonable evidence that Developer has, or subject to Closing, will have, 100% of Project development and construction costs, as identified in the Sources and Uses, in ready and available funds (which may be Developer's own funds and/or third party equity or debt financing proceeds). (b) Developer expressly acknowledges that Closing will not occur unless and until the condition above has been satisfied. (6) Equity Funding/Construction Loan. Developer shall have delivered evidence satisfactory to City in its reasonable discretion that the equity commitments N and/or construction loan, if any, for Closing, described in the Sources and Uses, shall have closed or (if not from the Developer's Principal or an Affiliate of Developer) shall be ready to close concurrently with the Closing. L 2 (7) Prosect Construction Permits. Developer shall have submitted a complete applications to City for all demolition, grading and building permits necessary for Developer to develop and construct the Project, and such permit applications shall have been reviewed and approved by City and shall be ready to be issued by the City. Y (8) Project Approvals. The Project Approvals shall be final and w non -appealable, and if any appeals, legal challenges, requests for rehearing, or referenda have been filed or instituted, such appeals, legal challenges, requests for rehearing, or referenda shall have been fully and finally resolved in a manner acceptable R to City in its sole and absolute discretion, and such that no further appeals, legal challenges, requests for rehearing, or referenda are possible. V R (9) Insurance Policies. Developer shall have submitted to City evidence a that the insurance policies required by Section 3.8 have either been issued or will be w ready to issue prior to Commencement of Construction. L v (10) Old Town Newhall Parking Project. City shall have acquired fee title a' to the Parking Parcel or will acquire fee title to the Parking Parcel prior to or concurrently with the Closing of the Theatre Property. City shall also have awarded a contract to a R design -build contractor for the design and construction of the Parking Project pursuant to L California Public Contract Code Section 22160 et.seq, which may be conditioned on w Closing of the Theatre Property as provided by Section 4.9 below. City and Mixed Use E Developer shall have approved, executed and recorded prior to or concurrently with the w Closing of the Theatre Property an easement for vehicular ingress and egress from the Mixed Use Property over and across the Parking Parcel to the public right away along Railroad Avenue and 9t" Street. OAK #4852-2324-3305 v6 18 Packet Pg. 191 9.e (11) Site Condition. Mixed Use Developer shall have completed the UST Removal Work and Developer shall have accepted or waived in accordance with Section 2.15 the Site Condition. 2.6 Developer Conditions Precedent. Developer's obligation to proceed with the acquisition of Theatre Property from Successor Agency 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 solely for the benefit of Developer and shall be fulfilled or waived, if applicable, within the time periods provided for herein, and in any event, no later than the Outside Date. For avoidance of any doubt, if any of the Developer Conditions Precedent or Joint Condition Precedent is not satisfied or waived for any reason, then Developer shall have the right to terminate this Agreement, in which case the Deposit, together with interest earned thereon, if any, shall be returned to Developer. (1) No Default by Successor Agency and City. Successor Agency and City shall not be in Default under this Agreement. (2) Execution and Delivery of Documents by Successor Agency, City L and Escrow Agent. Successor Agency shall have executed and acknowledged the Grant Deed and Assignment and Assumption Agreement, and Successor Agency shall have a' executed (and, where appropriate, acknowledged) and delivered into Escrow all other documents that Successor Agency is required to deliver into Escrow pursuant to Section 2.9(2). City shall have executed and acknowledged (as necessary) the r Assignment and Assumption Agreement, Theatre Operating Covenant, Site Preparation Grant Escrow Agreement, Operating Covenant Grant Escrow Agreement, Quitclaim Deed -Close of Escrow, and Quitclaim Deed -Final Completion, and City shall have delivered these documents into Escrow pursuant to Section 2.9(3). Escrow Agent shall a have executed the Site Preparation Grant Escrow Agreement and Operating Covenant a Grant Escrow Agreement. 0 (3) Delivery of Funds. In connection with the Closing, City shall have delivered through Escrow a sum equal to the Purchase Price, a sum equal to the Site Preparation Grant, and a sum equal to the Operating Covenant Grant. The Site Preparation Grant shall be subject to the instructions set forth in the Site Preparation Grant Escrow Agreement. The Operating Covenant Grant shall be subject to the instructions set forth in the Operating Covenant Grant Escrow Agreement. (4) Prosect Approvals. The Project Approvals shall be (a) final and non -appealable, and if any appeals, legal challenges, requests for rehearing, or referenda have been filed or instituted, such appeals, legal challenges, requests for rehearing, or referenda shall have been fully and finally resolved 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 (b) approved (including without limitation, all conditions associated therewith) by Developer in its sole and absolute discretion. OAK #4852-2324-3305 v6 19 Packet Pg. 192 9.e (5) Project Construction Permits. City shall have reviewed and g approved the demolition, grading and building permit applications necessary for o Developer to develop and construct the Project, and City shall be ready to issue said m Y permits. w E (6) Title Policy. Developer shall have approved the condition of title in CL ° Z accordance with Section 2.10 and the Title Company shall, upon payment of Title 'w Company's regularly scheduled premium, be irrevocably committed to issue the Title Policy upon recordation of the Grant Deed subject only to the Approved Condition of Title. `o w (7) Equity Funding/Construction Loan. Developer shall have secured all necessary equity commitments and construction loans, if any, for 100% of Project E development and construction costs as identified in the Sources and Uses, and shall w have closed or shall be ready to close concurrently with Closing. a w (8) Absence of Proceedings. There shall be an absence of any N condemnation, environmental or any other pending governmental, administrative or legal proceeding with respect to the Theatre Property which would materially and adversely w affect Developer's intended uses of the Theatre Property, the development of the Project, L or value of the Theatre Property. 2 a (9) No Material Adverse Change. There shall not have occurred between the Date of Agreement and the Closing a material adverse change to the physical, environmental or title condition of the Theatre Property. Y (10) No Leases or Parties in Possession. Successor Agency shall have E demonstrated to Developer the ability to deliver fee title to the Theatre Property to Developer free and clear of any tenants, lessees, licensees or any third party occupants a or parties in possession, and executed the Title Company's standard form Commercial Owner's Affidavit as required by Section 2.9(2)(e) below. c� (11) Site Condition. Developer shall have accepted or waived in accordance with Section 2.15 the Site Condition. R (12) Old Town Newhall Parking Project. City shall have acquired fee title to the Parking Parcel or demonstrated to Developer to its reasonable satisfaction that City will acquire fee title to the Parking Parcel prior to or concurrently with the Closing of the Theatre Property. City shall also have awarded a contract to a design -build contractor for the design and construction of the Parking Project pursuant to California Public Contract Code Section 22160 et.seq., which may be conditioned on Closing of the Theatre Property as provided by Section 4.9 below. City and Mixed Use Developer shall have approved, executed and recorded prior to or concurrently with the Closing of the Theatre Property an easement for vehicular ingress and egress from the Mixed Use Property over and across the Parking Parcel to the public right away along Railroad Avenue and 9t" Street. (13) Mixed Use Property Easement. Developer shall have acquired an easement over the Mixed Use Property, prior to or concurrently with the Closing of the OAK #4852-2324-3305 v6 20 Packet Pg. 193 9.e Theatre Property, for ingress and egress and utilization of the plaza/courtyard area thereof. 2.7 Escrow. Within three (3) calendar days of the Date of Agreement, the Parties shall open an escrow with Escrow Agent for the conveyance of the Theatre Property to Developer ("Escrow"). (1) Costs of Escrow. Escrow Agent shall charge: (i) Developer for the following: the recording cost of the Grant Deed and other closing documents, the incremental excess cost in the premium for an ALTA extended coverage title policy, the cost of endorsements requested by Developer, if any, and one half of the escrow fees charged by the Escrow Agent; and (ii) Successor Agency for one half of escrow fees charged by Escrow Agent, the cost of the CLTA title policy, Successor Agency's share of prorations and all documentary transfer taxes, if any. Successor Agency shall take all actions and pay all charges and costs (if any) required by Section 2.10 and 2.11. (2) Escrow Instructions. This Agreement constitutes the joint escrow instructions of Developer, Successor Agency and City with respect to the conveyance of w the Theatre Property to Developer, and the Escrow Agent to whom these instructions are L delivered is hereby empowered to act under this Agreement. Insurance policies for fire or 2 casualty are not to be transferred. Except as otherwise provided by the terms of the Site a Preparation Grant Escrow Agreement as to the Site Preparation Grant, and the Operating Covenant Grant Escrow Agreement as to the Operating Covenant Grant, all funds received in the Escrow shall be deposited in interest-bearing accounts for the benefit of r the depositing Party in any state or national bank doing business in the State of California. 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 a inconsistency between this Agreement and the supplemental escrow instructions, then a the provisions of this Agreement shall control. The Closing shall take place as set forth in Section 2.8 below. Escrow Agent is instructed to release Successor Agency's, City's and R Developer's escrow closing statements to the respective Parties. w (3) Authority of Escrow Agent. Escrow Agent is authorized to, and shall: (a) Pay and charge Developer for the incremental excess cost of the premium of an ALTA Title Policy, including any endorsements requested by Developer, and pay and charge Successor Agency for the cost of the premium for a CLTA Title Policy. (b) Pay and charge Developer and Successor Agency for escrow fees, charges, and costs as provided in Section 2.7(1). (c) Disburse the Purchase Price less Successor Agency's share of costs of Escrow as provided in Section 2.7(3)(g) below and record the Grant Deed, Quitclaim Deed -Close of Escrow, and Assignment and Assumption Agreement when the Joint Condition Precedent, Developer Conditions Precedent, Successor Agency OAK #4852-2324-3305 v6 21 Packet Pg. 194 9.e Conditions Precedent and City Conditions Precedent have been fulfilled or waived in writing by Developer, Successor Agency and City, as applicable. Immediately following recordation of the Grant Deed, Escrow Agent shall first record the Quitclaim Deed -Close of Escrow, then the Assignment and Assumption Agreement and thereafter any other recordable documents delivered into Escrow for the Closing. (d) Do such other actions as necessary, including obtaining and issuing the Title Policy, to fulfill its obligations under this Agreement. (e) Direct Successor Agency, 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. (f) 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. (g) Disburse the Purchase Price less Successor Agency's share of costs of Escrow in accordance with instructions to be provided by City and Successor a Agency. �o M (h) Deposit the Site Preparation Grant delivered into Escrow by City into an interest bearing account for the benefit of City in any state or national bank doing business in the State of California and disburse said funds to Developer in w accordance with the terms and provisions of the Site Preparation Grant Escrow Agreement. a (i) Deposit the Operating Covenant Grant delivered into Escrow by City into an interest bearing account for the benefit of City in any state or national bank doing business in the State of California and disburse said funds to Developer in accordance with the terms and provisions of the Operating Covenant Grant Escrow Agreement. (j) Upon disbursement of the Operating Covenant Grant to Developer in accordance with the Operating Covenant Grant Escrow Agreement, Escrow Agent shall record the Theatre Operating Covenant and Quitclaim Deed -Final Completion in the Official Records of the County of Los Angeles. 2.8 Closing. The Escrow for conveyance of the Theatre Property shall close ("Close of Escrow") on a date agreed upon by the Parties that is within 30 days after the satisfaction, or waiver by the appropriate Party, of the Joint Condition Precedent, all of the Successor Agency Conditions Precedent, all of the City's 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 Agreement shall automatically terminate; provided, however, that the Outside Date may be extended by mutual agreement of the Parties, each in its sole discretion in accordance with Section 6.2 OAK #4852-2324-3305 v6 22 Packet Pg. 195 below. For purposes of this Agreement, "Closing" shall mean the time and day the Grant Deed is recorded in the Official Records of the County of Los Angeles. 2.9 Delivery of Documents and Closing Funds. (1) At or before Closing, Developer shall deposit into Escrow the following items with respect to the Theatre Property: (a) Funds in an amount necessary to consummate the Closing, including the Escrow costs set forth in Section 2.7(1); (b) one original executed and acknowledged Grant Deed; (c) one original executed and acknowledged Assignment and Assumption Agreement; Covenant; (d) one original executed and acknowledged Theatre Operating (e) one original executed Site Preparation Grant Escrow 9.e Agreement; a (f) one original executed Operating Covenant Grant Escrow M Agreement; and Y (g) one original executed Preliminary Change of Ownership Report for the Theatre Property. "w (2) At or before Closing, Successor Agency shall deposit into Escrow a the following items with respect to the Theatre Property: t� (a) one original executed and acknowledged Grant Deed; R w (b) one original executed and acknowledged Assignment and N Assumption Agreement; R t (c) one duly executed non -foreign certification for the Theatre Property in accordance with the requirements of Section 1445 of the Internal Revenue a Code of 1986, as amended; w Y R (d) one duly executed California Form 593-W Certificate for the Theatre Property or comparable non -foreign person affidavit; (e) one Commercial Owner's Affidavit in the standard form of the Title Company; and (f) any documents to be recorded as part of Developer's financing of the Project which Successor Agency has approved in writing pursuant to Section 3.7, along with a Request for Notice of Default executed by Successor Agency. OAK #4852-2324-3305 v6 23 Packet Pg. 196 9.e (3) At or before Closing, City shall deposit into Escrow the following items with respect to the Theatre Property: (a) funds in an amount equal to the Purchase Price set forth in Section 2.2; (b) one original executed and acknowledged Assignment and Assumption Agreement; (c) one original executed and acknowledged Theatre Operating Covenant; (d) one original executed and acknowledged Quitclaim Deed -Close of Escrow; (e) one original executed and acknowledged Quitclaim Deed -Final Completion; (f) funds in the amount of the Site Preparation Grant as set forth in Section 3.6 and one original executed Site Preparation Grant Escrow Agreement; (g) funds in the amount of the Operating Covenant Grant as set forth in Section 3.6 and one original executed Operating Covenant Grant Escrow M Agreement; and (h) any documents to be recorded as part of Developer's financing of the Project which City has approved in writing pursuant to Section 3.7, along with a Request for Notice of Default executed by City. (4) At Closing, Successor Agency, City and Developer shall each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the Escrow, issue the Title Policy and consummate the conveyance of the Theatre Property in accordance with the terms hereof. 2.10 Review of Title. Successor Agency shall cause the Title Company to deliver to the Developer a preliminary title report or reports (the "Title Report(s)") with respect to the title to the Theatre Property, together with legible copies of the documents underlying the exceptions ("Exceptions") set forth in the Title Reports, within thirty (30) days from the date of approval of the Certificate of Compliance for the Theatre Property. Developer shall have the right to reasonably approve or disapprove the Exceptions; provided, however, that the Developer hereby approves the following Exceptions: (1) The Redevelopment Plan, (2) The lien of any non -delinquent property taxes and assessments (to be prorated at Close of Escrow). Developer shall have thirty (30) days from the date of its receipt of the Title Report, all OAK #4852-2324-3305 v6 24 Packet Pg. 197 9.e Exceptions and the ALTA survey identified in Section 2.13, to give written notice to g Successor Agency and Escrow Agent of Developer's approval or disapproval of any of o such Exceptions set forth in the Title Report or ALTA survey, in its sole discretion. m Y Developer's failure to give written approval or disapproval of the Title Report within such time limit shall be deemed Developer's disapproval of the Title Report. If Developer a notifies Successor Agency of its disapproval of any Exceptions in the Title Report, N Successor Agency shall have the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days after receiving written notice of Developer's disapproval or provide assurances satisfactory to Developer that such Exception(s) will be removed `o on or before the Closing. If Successor Agency cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer shall have fifteen (15) days after the expiration of such thirty (30) day period to either give Successor Agency written w notice that Developer elects to proceed with the purchase of the Theatre Property subject to the disapproved Exceptions not removed by Successor Agency or to give Successor a Agency written notice that the Developer elects to terminate this Agreement. The Exceptions to title to the Theatre Property approved by Developer as provided herein and a title policy in the form of a proforma of title policy (if any) obtained by Developer shall hereinafter be referred to as the "Approved Condition of Title" of the Theatre Property. The Developer shall have the right to approve or disapprove any further Exceptions reported by the Title Company after the Developer has approved the condition of title for the Theatre Property (which are not created by Developer) including without limitation, a any and all new exceptions disclosed by a survey of the Theatre Property. Successor M Agency shall not create any new exceptions to title following the date of this Agreement without Developer's prior written consent. Notwithstanding the foregoing, the Successor Agency agrees to deliver fee title to the Theatre Property at the Closing free and clear of all (a) tenants, licensees and third party occupants and all leases, rental agreements, w license agreements and third party occupancy agreements, and (b) monetary liens, a deeds of trust, mechanics' liens and other liens and encumbrances (other than the lien for current real property taxes not yet due and payable), all of which shall be released from the Theatre Property by Successor Agency at Successor Agency's sole expense on or before the Closing. R 2.11 Title Insurance. Concurrently with recordation of the Grant Deed, the Title Company shall issue to Developer such policy of title insurance for the Theatre Property, which at Developer's option may be an ALTA extended coverage owner's policy (or if requested by Developer a CLTA standard owner's policy of title insurance with survey exceptions) (each, a "Title Policy") as may be required by Developer, and/or Developer's lenders or other institutions that may be providing financing for the Project, together with such endorsements as are reasonably requested by Developer and/or Developer's lenders or other institutions, insuring that Developer has a valid fee ownership interest in the Theatre Property, subject only to the Approved Condition of Title. The standard premium for the standard coverage of a CLTA Title Policy shall be borne by Successor Agency. Any additional costs related thereto (except for such costs to remove any title exceptions agreed to be removed by the Successor Agency, which shall be at the Successor Agency's sole cost), including the cost of surveys, the additional incremental OAK #4852-2324-3305 v6 25 Packet Pg. 198 9.e cost of an ALTA Title Policy and any endorsements requested by Developer shall be paid by Developer. 2.12 Property Taxes and Assessments. Ad valorem taxes and assessments levied, assessed or imposed on the Theatre Property for any period prior to the Closing, if any, shall be paid by Successor Agency. Ad valorem taxes and assessments levied, assessed or imposed on the Theatre Property acquired by Developer or any other improvements thereon, for the period after the Closing shall be paid by Developer. 2.13 Documents. Successor Agency and City represent and warrant that, to the w best of the Successor Agency's Actual Knowledge and City's Actual Knowledge, respectively, as of the Date of Agreement, Successor Agency and City have furnished E Developer with copies to any and all material, existing surveys, inspection reports, w environmental and/or hazardous material reports, and any other data, reports, studies, a agreements, correspondence and otherwritings, including that certain Preliminary Report issued by Title Company, Effective Date December 18, 2015, Order No. NHSC-5061853, N as may be subsequently amended and supplemented; Phase II Environmental R Assessment dated February 28, 2008, prepared by Atkins Environmental H.E.L.P., Inc., Geotechnical Engineering Investigation Report, dated November 14, 2007, prepared by Rybak Geotechnical, Inc.; Asbestos Report, dated July 24, 2006, prepared by Atkins 2 Environmental H.E.L.P., Inc.; Lead Based Paint Survey Report, dated May 5, 2011, a prepared by Atkins Environmental H.E.L.P., Inc.; ALTA/AGSM Land Title Survey, dated October 5, 2015, prepared by Sitetech, Inc.; Phase II Environmental Site Assessment & V Limited Subsurface Investigation Report, dated November 5, 2015, prepared by Atkins Environmental H.E.L.P., Inc.; Geotechnical Investigations, dated November 10, 2015, prepared by Geocon West, Inc.; and Due Diligence / Initial Site Investigation, dated December 21, 2015, prepared by Sitetech Inc. (collectively, "Reports"), pertaining to the a physical, environmental and/or title condition of the Theatre Property, and the use and development of the Theatre Property, which are in Successor Agency's or City's R possession or control. Successor Agency and City also represent and warrant that, to the best of the Successor Agency's Actual Knowledge and City's Actual Knowledge, respectively as of the Date of Agreement, Successor Agency and City have furnished R Developer with copies of any and all unrecorded leases, service contracts, easements, N licenses and/or other unrecorded agreements ("Unrecorded Agreements") (collectively, the Unrecorded Agreements and Reports are referred to herein as the "Documents"), if any, affecting the Theatre Property, or portion thereof. Successor Agency and City shall a notify Developer in writing of any material changes to any Documents of which Successor Agency or City become aware of before Closing. Successor Agency and City make no representation or warranty regarding the completeness or accuracy of the Documents. w Successor Agency and/or City shall terminate any and all Unrecorded Agreements prior to Closing. 2.14 AS -IS CONVEYANCE SUBJECT TO SATISFACTION OF THE DEVELOPER CONDITIONS PRECEDENT, DEVELOPER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SUCCESSOR AGENCY IS SELLING AND DEVELOPER IS PURCHASING AS OF THE CLOSING THE THEATRE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS, CONDITION AND STATE OF REPAIR OAK #4852-2324-3305 v6 26 Packet Pg. 199 9.e 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 2.13 OF THIS AGREEMENT DEVELOPER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES FROM SUCCESSOR AGENCY OR CITY OR ANY OF SUCCESSOR AGENCY OR CITY'S ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES OR ATTORNEYS (EACH, A "SUCCESSOR AGENCY PARTY" AND COLLECTIVELY, "SUCCESSOR AGENCY PARTIES") AS TO ANY MATTERS CONCERNING THE THEATRE PROPERTY. 2.15 Independent Investigation. Concurrent with the execution of this Agreement, Successor Agency will provide Developer a right of access to the Theatre Property pursuant to the terms of the Right of Entry Permit, attached hereto as Exhibit H, for purposes of physical investigation, including but not limited to, soil and groundwater testing, environmental audits, storm water retention analysis, and adequacy of utilities including water, sewer, gas and electricity. Developer acknowledges, agrees, represents, and warrants that, prior to Closing, Developer has been given a full opportunity to obtain, review, inspect and investigate each and every aspect of the Theatre Property, either independently or through agents of the Developer's choosing, including the following (herein collectively referred to as the "Site Condition"): (a) The size and dimensions of the Theatre Property. M r (b) The availability and adequacy of water, sewage, fire r protection, and any utilities serving the Theatre Property. a (c) All matters relating to title including extent and conditions of title to the Theatre Property, taxes, assessments, and liens. (d) All legal and governmental laws, statutes, rules, regulations, ordinances, limitations on title, restrictions or requirements concerning the Theatre Property including zoning, use permit requirements and building codes. (e) Natural hazards, including flood plain issues, currently or potentially concerning or affecting the Theatre Property. (f) The physical, legal, economic and environmental condition and aspects of the Theatre Property, and all other matters concerning the conditions, use or sale of the Theatre Property, including any permits, licenses, agreements, and liens, zoning reports, engineers' reports and studies and similar information relating to the Theatre Property. Such examination of the condition of the Theatre Property 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 Theatre Property as Developer deemed necessary or desirable. (g) Any easements and/or access rights affecting the Theatre Property. OAK #4852-2324-3305 v6 27 Packet Pg. 200 (h) Any contracts and other documents or agreements affecting the Theatre Property. (i) All other matters of material significance affecting the Theatre Property. Developer hereby acknowledges that it is aware of and understands the following: As a result of investigations of the Old Town Newhall Property, the presence of three (3) underground storage tanks ("USTs") and other underground structures and associated piping, as well as asbestos floor tile have been identified thereon, though it is not clear if any such conditions are located on or within the Theatre Property. • Pursuant to the terms of the Mixed Use PSA and subject to the execution of a right of entry agreement between Mixed Use Developer and Successor Agency, Mixed Use Developer is obligated to remove the USTs, underground structures, associated piping and asbestos floor tiles, as well as the removal and disposal of soil impacted by releases from the USTs, and backfill of clean material in the areas of excavation on or within the Old Town Newhall Property ("UST Removal Construction"), and preparation and approval of closure reports for the USTs, and securing a no further action letter from the appropriate regulatory agencies for the Old Town Newhall Property, if appropriate ("UST Removal Regulatory Approval")(collectively the UST Removal Construction and UST Removal Regulatory Approval is referred to herein as the "UST Removal Work"). Mixed Use Developer is obligated to complete the UST Removal Work on the Old Town Newhall Property sixty (60) days prior to the Outside Date for Closing of the Mixed Use Property as provided in the Mixed Use PSA. • Mixed Use Developer will retain the right to cancel all or any portion of the UST Removal Work to be undertaken on the Old Town Newhall Property prior to its completion, thereby resulting in the termination of the Mixed Use PSA. Developer understands, acknowledges and agrees that Successor Agency is not making any representation or warranty that the UST Removal Work will be undertaken or completed and Successor Agency has no obligation whatsoever to undertake or complete the UST Removal Work. If the UST Removal Work is not undertaken or completed in accordance with the Mixed Use PSA or the Mixed Use PSA is otherwise terminated in accordance with the terms thereof prior to the Outside Date with respect to the Closing of the Theatre Property, Successor Agency shall have the right to terminate this Agreement and Successor Agency shall not be in default under this Agreement. If the UST Removal Work is undertaken and completed in accordance with the Mixed Use PSA, Successor Agency shall provide Developer written notice of its completion accompanied by documentation evidencing the UST Removal Regulatory Approval. Developer shall upon the earlier of (i) thirty (30) days from the date of OAK #4852-2324-3305 v6 f•] 9.e Packet Pg. 201 9.e Developer's receipt of the notice from Successor Agency of completion of the UST Removal Work, or (ii) five (5) days prior to the Outside Date for the Closing of the Theatre Property, provide written notice to Successor Agency of Developer's approval or disapproval of any Site Condition, in its sole 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 Successor Agency of its disapproval of the Site Condition or is deemed to have disapproved the Site Condition, then either Successor Agency or Developer shall have the right to terminate this Agreement by providing written notice of termination of this Agreement to the other. 2.16 Disclaimers. Developer acknowledges and agrees that except as expressly set forth in Section 1.2(1) of this Agreement: (i) neither Successor Agency, nor any w Successor Agency 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 Theatre Property or any other aspect of the Theatre Property; (ii) the condition of the R Theatre Property has been independently evaluated by Developer prior to the Closing; and (iii) any information including any engineering reports, architectural reports, feasibility R reports, marketing reports, title reports, soils reports, environmental reports, analyses or data or other similar reports, or information of whatever type or kind, if any, which Developer has received or may hereafter receive from Successor Agency or any Successor Agency Party were and are furnished without warranty of any kind, excluding a the Successor Agency's Actual Knowledge or City's Actual Knowledge of the untruthfulness of such reports or information, and on the express condition that Developer has made its own independent 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. "w 2.17 Waivers and Releases. Developer hereby waives and releases Successor Agency, City and Successor Agency Parties, as of the Closing, 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 lost business opportunities or economic advantage, and special and consequential damages, arising out of, directly or indirectly, or in any way connected with: (i) all warranties of whatever type or kind with respect to the physical or environmental condition of the Theatre Property, whether express, implied or otherwise, including those of fitness for a particular purpose, tenantability, habitability or use; (ii) use, management, ownership or operation of the Theatre Property, whether before or after Closing; (iii) the physical, environmental or other condition of the Theatre Property; (iv) the application of, compliance with or failure to comply with any and all Applicable Laws with respect to the Theatre Property; (v) Hazardous Materials in, on, or under the Theatre Property; and (vi) the As -Is Condition of the Theatre Property; the foregoing are collectively referred to as "Property Claims". By releasing and forever waiving the Property Claims, Developer expressly waives as of the Closing with respect to the Property Claims released hereunder any rights under California Civil Code Section 1542, which provides: OAK #4852-2324-3305 v6 29 Packet Pg. 202 9.e "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 Notwithstanding the foregoing, the waiver and release of Property Claims shall not apply to and shall not limit Developer's rights with respect to: (i) Property Claims arising out of Successor Agency's or City's fraud; (ii) Property Claims arising out of a breach by Successor Agency or City of their express representations and warranties contained in this Agreement; (iii) Property Claims arising out of a breach by Successor Agency or City of an express covenant or obligation of Successor Agency or City under this Agreement; or (iv) Property Claims arising out of a breach by Successor Agency or City of any document delivered by Successor Agency or City at Closing. 3. ENTITLEMENT AND DEVELOPMENT OF THE PROJECT. 3.1 Schedule of Performance. Within the times set forth in the Schedule of Performance, attached hereto as Exhibit E, Developer shall use good faith efforts to apply for and secure all required permits, entitlements and governmental approvals as set forth herein, and thereafter following the Closing Developer shall use good faith efforts to commence and complete construction of the Project, and satisfy all of Developer's obligations under this Agreement within the times established therefor in the Schedule of Performance, as the same shall be extended by Force Majeure Delays or Agreed a Y Extensions of Performance pursuant to Section 6.2. The Schedule of Performance is subject to revision in writing from time to time as may be agreed to in the reasonable c� discretion of Developer and the Executive Director, or his or her designee. As provided in R Section 6.2, in no event may Force Majeure Delays or Agreed Extension of Performance w extend the Outside Date for Closing by more than one hundred eighty (180) calendar N days. The foregoing notwithstanding, the Outside Date for Closing of the Theatre R Property shall be extended by the Executive Director to the same extent the "Outside Date" for "Closing" of the Mixed Use Property is extended due to an "Environmental Force Majeure Delay" in accordance with, and as those terms are defined in, the Mixed Use a PSA. w 3.2 Certificate of Compliance for Theatre Property. Within the times set forth in the Schedule of Performance, the Developer shall prepare and Successor Agency shall approve, a plat map and legal description of the area comprising the Theatre Property, and Successor Agency shall thereafter process and obtain City approval of a certificate of compliance for the Theatre Property as a separate legal parcel in accordance with the California Subdivision Map Act and Chapter 16.35 of the Municipal Code. OAK #4852-2324-3305 v6 30 Packet Pg. 203 9.e 3.3 Entitlement of the Project. Within the times set forth in the Schedule of g Performance, the Developer shall submit all applications for and secure all required o Project Approvals, including the Development Permit, necessary for the development and m construction of the Project. Y 3.4 Permits. Within the times set forth in the Schedule of Performance, CL ° Developer, at its expense, shall use good faith efforts to apply for and secure or cause to Z 'w be applied for and secured any and all permits and approvals which may be required by City and any other governmental agency having jurisdiction over the Project, including `o permits for the demolition and removal of any structures or improvements, if any, on the 2 Theatre Property, and (if applicable) encroachment or right of entry permits for performance of the off-site utility improvements required by the Project Approvals. w w Within the times set forth in the Schedule of Performance, Developer shall use a good faith efforts to: (a) submit to City and any other governmental agency having jurisdiction over the Project, plans and applications necessary for issuance of all N demolition, grading and building permits required to undertake, develop and construct the R Project; and (b) secure from City and any other governmental agency having jurisdiction over the Project all demolition, grading and building permits required to undertake, develop and construct the Project. 2 a 3.5 Development of Project. Within the times set forth in the Schedule of Performance, the Developer shall construct and develop the Project in accordance with the Project Approvals, and Project Agreements. All such work related to the Project shall r be performed by licensed contractors and in compliance with Section 3.10. 3.6 Cost of Development; Theatre Development Grant; Theatre Operating w Covenant. Except as otherwise provided herein, all the costs of site preparation a Y (including demolition and removal of all structures or improvements on the Theatre Property), planning, designing, constructing and developing the Project, incurred by c� Developer shall be borne solely by Developer. R w In consideration of Developer's obligations hereunder, including the obligation to N develop the Project and the covenants set forth in the Theatre Operating Covenant to be recorded on the Theatre Property upon Final Completion of the Project, City shall: (i) at or before Closing, pay on behalf of Developer the Purchase Price for the Theatre Property in the amount of FOUR HUNDRED FORTY THOUSAND FIVE HUNDRED TWENTY FIVE a AND 00/100 Dollars ($440,525.00) ("Theatre Property Acquisition Grant"); (ii) as more a particularly described below, pay on behalf of Developer all application and processing fees associated with the Project Approvals and all plan check fees, permit fees and F impact fees payable for all demolition, grading and building permits reviewed, approved w and issued by City which are required to undertake, develop and construct the Project up to a maximum amount not to exceed FOUR HUNDRED THOUSAND AND 00/100 R DOLLARS ($400,000.00)("Permit Fee Grant"); (iii) at or before Closing, deposit with Escrow Agent the amount of SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($600,000.00)("Site Preparation Grant") to be held in an escrow account and disbursed E M by Escrow Agent to reimburse Developer for its Site Preparation Costs in accordance with OAK #4852-2324-3305 v6 31 Packet Pg. 204 9.e the terms of the Site Preparation Grant Escrow Agreement; and (iv) at or before Closing, deposit with Escrow Agent the amount of ONE MILLION NINE HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS ($1,980,000.00)("Operating Covenant Grant'), to be held in an interest bearing account and disbursed by Escrow Agent to Developer upon Final Completion of the Project in accordance with the terms of the Operating Covenant Grant Escrow Agreement. As provided in the Site Preparation Grant Escrow Agreement and Operating Covenant Grant Escrow Agreement, all interest earned on the Site Preparation Grant or Operating Covenant Grant on deposit through Escrow Agent shall accrue to the benefit of City, shall not be added to the principal of the Site Preparation Grant or Operating Covenant Grant, and shall be returned to City upon termination of the respective Site Preparation Grant Escrow Agreement or Operating Covenant Grant Escrow Agreement. The Theatre Property Acquisition Grant, Permit Fee Grant, Site Preparation Grant ¢' and Operating Covenant Grant are individual and separate grant components and R collectively shall not exceed a maximum amount of THREE MILLION FOUR HUNDRED TWENTY THOUSAND FIVE HUNDRED TWENTY FIVE AND 00/100 DOLLARS R ($3,420,525.00)("Theatre Development Grant'). If, as of Final Completion of the Project, any portion of the Permit Fee Grant is unexpended, said unexpended portion, up to a maximum of EIGHTY THOUSAND AND 00/100 DOLLARS ($80,000.00) ("Unexpended Permit Fee Grant'), may be added to the Site Preparation Grant and a applied to eligible Site Preparation Costs. Except as provided in the immediately preceding sentence, no unexpended portion of a component of the Theatre Development Grant may be added to and applied to another component of the Theatre Development Grant and all such unexpended funds shall be retained by and/or returned to City. (1) Permit Fee Grant. After the Date of Agreement and through Final Completion of the Project, City shall pay on behalf of Developer all application and processing fees associated with the Project Approvals, including the costs of third party consultants hired by City to undertake analysis of the Project in accordance with CEQA, and all plan check fees for the review of plans submitted by Developer to City for the demolition, grading and building permits needed to construct the Project, all applicable permit fees payable in connection with the demolition, grading and building permits issued by City needed to construct the Project, and all impact fees payable to City or otherwise collected by City on behalf of other governmental agencies (e.g. school impact fees) which are payable in connection with permits issued by City for the Project, up to an amount not to exceed the Permit Fee Grant. City shall prepare and provide to Developer a monthly accounting of all fees paid by City on behalf of Developer. Within thirty (30) days of Final Completion of the Project, City shall prepare and provide to Developer a final accounting of all fees paid by City on behalf of Developer in accordance with the Permit Fee Grant. Within thirty (30) days after issuance of the final accounting, City shall deposit the unexpended portion of the Permit Fee Grant, not to exceed the Unexpended Permit Fee Grant, with Escrow Agent for the Site Preparation Grant Escrow Agreement. Any amount of application fees, processing fees, plan check fees, permit fees or impact fees applicable to the Project or Project Approvals, which are due and payable and in excess of the Permit Fee Grant, shall be paid by Developer. OAK #4852-2324-3305 v6 32 Packet Pg. 205 9.e (2) Site Preparation Grant. As more particularly provided in the Site Preparation Grant Escrow Agreement, after Closing, Developer shall submit to City no more frequently than on a monthly basis, a Site Preparation Draw Request, in the form attached as Exhibit B to the Site Preparation Grant Escrow Agreement, accompanied by an accounting of all Site Preparation costs incurred by Developer in connection with the demolition, clearing and grading activities conducted on the Theatre Property preparatory to building and constructing the Project, supported by copies of receipts of Site Preparation Costs paid. City shall have fifteen (15) working days to review and approve a Site Preparation Grant Draw Request from the date of submittal by Developer. Upon approval of all or a portion of a Site Preparation Grant Draw Request, City shall execute and deliver to Escrow Agent a Site Preparation Grant Disbursement Approval Notice, in the form attached as Exhibit C to the Site Preparation Grant Escrow Agreement, and Escrow Agent shall expeditiously thereafter release to Developer the sum stated thereon and approved by City. Except as provided in this Section 3.6 relative to the application of Unexpended Permit Fee Grant, if any, to eligible Site Preparation Costs, in no event shall City be obligated to pay or reimburse Developer for Site Preparation Costs in an amount that exceeds the Site Preparation Grant. City shall identify any items included on a Site Preparation Grant Draw Request which are not approved and the reason for such disapproval shall be provided to Developer in writing. As used herein and the Site Preparation Grant Escrow Agreement, "Site Preparation a Costs" shall mean actual out-of-pocket costs reasonably incurred by Developer after the Date of Agreement, and paid to unaffiliated third parties in connection with the demolition of existing improvements on the Property, and the clearing, grubbing and grading of the Property and other site preparation work preparatory to building and constructing the Project, including, without limitation, costs of remediating any existing site conditions, "w including costs, fees or taxes associated with disposal of soils, geotechnical and a engineering consultants, contractors and materials. Costs associated with site preparation end as soon as the first physical element of the building foundation is installed. n (3) Limitations on Assignment of Theatre Development Grant. The right to receive the Theatre Development Grant shall run with the Theatre Property and shall not be assignable to any person or entity other than the Developer. 3.7 Sources and Uses. Within the times set forth in the Schedule of Performance, Developer shall submit to Successor Agency for review and approval a pro -forma budget (a) identifying reasonably anticipated and estimated costs of purchasing the Theatre Property and developing and constructing the Project, and (b) identification of the anticipated sources of such funds, including the Theatre Development Grant ("Sources and Uses"). The Sources and Uses shall be submitted no later than (i) thirty (30) calendar days following the Date of Agreement, (ii) thirty (30) calendar days following approval of the Project Approvals, (iii) thirty (30) calendar days following Developer's receipt of a commitment letter from its construction lender for the Project, and (iv) no less than five (5) calendar days following Developer's receipt of final loan documents evidencing construction financing for the Project, and in any event, prior to Closing. The Sources and Uses shall be updated from time to time before the Closing as OAK #4852-2324-3305 v6 33 Packet Pg. 206 9.e provided herein and to the extent such information is available and reliable, shall include all estimated "hard" and "soft" costs and contingencies, shall reflect, to the extent possible, firm bids or accepted contracts, shall identify the anticipated sources of funds (e.g., Developer's Principals' capital contributions, third -party loans, third -party equity investments) and shall be accompanied by evidence reasonably satisfactory to Successor Agency that upon implementation of the Sources and Uses, Developer shall have sufficient funds to meet all budget requirements. Further, within the times set forth in the Schedule of Performance, Developer shall submit to Successor Agency for review and approval (a) its pre -appraisal of the Project, (b) its final construction plan appraisal, (c) its un -redacted guaranteed maximum price construction contract for the Project, and (d) evidence of its loan submission for construction and permanent financing and approval of said financing. Successor Agency shall conduct their review and approval of the Sources and Uses submitted in a timely manner so as to not delay Closing. Successor Agency's approval of the Sources and Uses shall not be unreasonably withheld, conditioned or delayed. 3.8 Insurance Requirements. Prior to Commencement of Construction and until Final Completion of the Project, Developer shall take out and maintain or shall cause a' its contractor to take out and maintain, a commercial general liability policy with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage, or such other higher policy limits as may be r required by Developer's lenders or other institutions providing financing to Developer for the Project. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001). If commercial general liability insurance or other form with a general aggregate is used, the general a aggregate limit shall be at least Five Million Dollars ($5,000,000). Developer and each of a its contractors shall also take out and maintain a comprehensive automobile liability policy in an amount not less than One Million Dollars ($1,000,000). Developer shall also R take out and maintain, or shall cause its contractor to take out and maintain, contractor's w pollution liability insurance policy in an amount not less than One Million Dollars N ($1,000,000) per occurrence and annual aggregate. Until Final Completion of the Project, Developer shall also obtain and maintain builder's all-risk insurance in an amount not less than the full insurable cost of the improvements to be constructed, or caused to be constructed, on a replacement cost basis, or such other greater policy limits as may be required by Developer's lenders or other institutions providing financing for the Project. Further, Developer shall furnish or cause to be furnished to Successor Agency evidence reasonably satisfactory to Successor Agency that Developer and any contractor with whom it has contracted for the performance of work on the Theatre Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current OAK #4852-2324-3305 v6 34 Packet Pg. 207 9.e A.M. Best's rating of no less than A:VII or otherwise reasonably acceptable to Successor Agency. The commercial general liability, comprehensive automobile, and contractor's pollution liability insurance policies hereunder shall name Successor Agency and Successor Agency Parties as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Developer on or about the Theatre Property, including materials, parts or equipment furnished in connection with such work or operations. Developer shall furnish Successor Agency with a certificate of insurance c evidencing the required insurance coverage and a duly executed endorsement 2 evidencing such additional insured status. To the extent provided by the insurance carrier, the insurance policies shall be endorsed to notify Successor Agency of any w material change, cancellation or termination of the coverage at least 30 days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by Developer shall be primary insurance and shall not be contributing R with any insurance, self-insurance or joint self-insurance maintained by Successor Agency or any Successor Agency Party, and the policy shall so provide. Any insurance, R self-insurance or joint self-insurance maintained by Successor Agency or any Successor Agency Party shall be excess of and shall not contribute with the insurance required to be maintained by Developer. The insurance policies shall contain a waiver of subrogation for the benefit of Successor Agency and any Successor Agency Party. The required a certificate and endorsement for the Project shall be furnished by the Developer to Successor Agency prior to the commencement of construction of the Project. Any deductibles or self-insured retentions must be declared to and approved by Successor Agency (which shall not be unreasonably withheld, conditioned or delayed), which may require Developer to provide proof of its ability to pay losses and costs of related investigation, claim administration, and defense expenses within the retention. 3.9 Rights of Access. Prior to recording of the Quitclaim Deed -Final Completion pursuant to Section 5.4(3), Successor Agency representatives shall have the right of access to the Theatre Property, without charges or fees, at reasonable times and after prior arrangement with Developer, so long as such representatives comply with all safety rules of Developer and its contractors and insurers and do not unreasonably interfere with the progress of construction of the Project. Nothing herein shall be deemed to limit the ability of City to conduct code enforcement and other administrative inspections of any portion of the Theatre Property or Project at any time in accordance with applicable law. Successor Agency shall indemnify, defend, protect and hold Developer harmless from any Claims arising out of the negligence or willful misconduct of Successor Agency representatives in the course of accessing the Theatre Property. 3.10 Compliance With Applicable Laws: Prevailina Waae Reauirements. Developer shall carry out, and shall ensure that its contractors and subcontractors carry out, the Project in conformity with all Applicable Laws, including all applicable State Labor Code 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 OAK #4852-2324-3305 v6 35 Packet Pg. 208 9.e 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, et seq. (1) Prevailing Wage Requirements. Developer acknowledges and a agrees that the Project work will constitute "public works" as defined in Labor Code ° w section 1720 in that such Project involves construction, alteration, demolition, installation, 'w or repair work done under contract and paid for in whole or in part out of public funds under Labor Code section 1720 et seq. Accordingly, Developer shall comply with all applicable State Labor Code requirements, including provisions requiring the payment of prevailing wages in connection with development of the Project. Developer shall be required to comply with State prevailing wage requirements in connection with w development of the Project, if and to the extent required by applicable State Labor Code requirements. Developer shall require the general contractor(s) for the Project to post on the Theatre Property prevailing wage rates for all applicable trades and to submit certified R copies of payroll records to Developer to ensure compliance with State Labor Code requirements pertaining to "public works." Developer shall provide such payroll records to R City within ten (10) days following City's request therefor. Developer shall also include in Developer's general contractor agreement for the Project a provision, in a form acceptable to City, obligating Developer's general contractor to require its contractors and/or subcontractors to comply with all State Labor Code requirements pertaining to a "public works." Finally, Developer shall provide and maintain bonds in accordance with Civil Code Section 9550 to secure the payment of contractors, including the payment of wages to workers performing the work of constructing the Project. Developer shall defend (with counsel reasonably acceptable to City) City and Successor Agency and its and their officers, employees, agents and representatives from and against any and all Claims arising out of Developer's obligation to comply with all State Labor Code requirements pertaining to public works and payment of prevailing wages, as required pursuant to the immediately preceding paragraph, and indemnify and hold harmless City and Successor Agency with respect to all final judgments or settlements in actions brought by any "contractor" in which City or Successor Agency is (i) determined to be an "awarding body" and (ii) damages are awarded, pursuant to Labor Code sections 1726, 1781 or Applicable Law. Developer's indemnity obligations under this Section 3.10(1) shall survive expiration or termination of this Agreement. Developer hereby waives, releases and discharges forever City and Successor Agency, and its and their employees, officers, volunteers, agents and representatives, from any and all present and future Claims arising out of or in any way connected with Developer's obligation to comply with all State Labor Code requirements pertaining to public works and payment of prevailing wages pursuant to the first paragraph of this Section 3.10(1). 3.11 Final Completion of Project. Following Final Completion of the Project, any Party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Theatre Property shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement with respect to such OAK #4852-2324-3305 v6 36 Packet Pg. 209 9.e Project. Except as otherwise provided herein, after Final Completion of the Project, neither Successor Agency nor any other person shall have any rights, remedies or controls with respect to the Theatre Property that it would otherwise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provision of this Agreement, and the respective rights and obligations of the Parties with reference to the Theatre Property shall be as set forth in the Grant Deed and Theatre Operating Covenant. 3.12 Liens and Stop Notices. Developer shall not allow to be placed on the Theatre Property or any part thereof or any adjacent property (including without limitation any other portion of the Old Town Newhall Property) any lien or stop notice arising from any work or materials performed or provided or alleged to have been performed or provided by Developer's contractors, subcontractors, agents or representatives. If a claim of a lien or stop notice is given or recorded affecting the Theatre Property or any adjacent property, Developer shall within 60 days of Developer becoming aware of such recording or service: (i) pay and discharge the same; or (ii) undertake such efforts as Developer deems necessary to contest the claim of a lien or stop notice and effect the release thereof by recording and delivering to the Executive Director a surety bond in sufficient form and amount. 3.13 Right of Successor Agency to Satisfy Other Liens After any Closing. After a Closing, and provided the requirements set forth in Section 3.12 have not been met by Developer, Successor Agency shall have the right, but not the obligation, upon not less than ten (10) days prior written notice to Developer, to satisfy any such liens or stop notices. In such event, Developer shall be liable for and Successor Agency shall be entitled to reimbursement by Developer for the amount reasonably paid by the Successor Agency to discharge such lien or satisfy such stop notice. a) 3.14 Mortgage, Deed of Trust, Sale and Lease -Back Financing. (1) No Encumbrances Except Mortgages, Deeds of Trust for Development. Prior to Final Completion of the Project, mortgages and deeds of trust will be permitted on the Theatre Property only to the extent otherwise provided in this Agreement, and only for the purpose of financing the acquisition and/or construction and development of the Project improvements (including but not limited to, design, planning, permitting, remediation, site preparation and horizontal and vertical construction) on the Theatre Property owned by Developer. Following Final Completion of the Project, mortgages and deeds of trust shall be permitted for any purpose, and Successor Agency shall have no approval or disapproval rights with respect thereto. The preceding to the contrary notwithstanding, following the Substantial Completion of improvements for the Project, Developer shall be permitted to obtain, without the consent or approval of the Successor Agency, permanent financing to be secured by the Theatre Property upon which such improvements were Substantially Completed. The words "mortgage" and "deed of trust" as used herein shall include other appropriate modes of financing real estate acquisition, construction, and land development. OAK #4852-2324-3305 v6 37 Packet Pg. 210 9.e (2) Holder Not Obligated to Construct Improvements. Neither the holder of any mortgage or deed of trust on the Theatre Property nor any person or entity, including any deed of trust beneficiary or mortgagee, who acquires title or possession to the Theatre Property, by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise, shall be obligated by the provisions of this Agreement to construct or complete the Project improvements or to guarantee such construction or completion. Nothing in this Agreement shall be deemed to or be construed to permit or authorize any such holder, person or entity to devote the Theatre Property or portion thereof to any uses or to construct any improvements thereon other than those uses and Project improvements provided for or authorized by this Agreement, the Project Approvals, or as otherwise agreed to by the Successor Agency. (3) Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage or deed of trust granted by Developer on the Theatre Property, whenever Successor Agency shall deliver any Notice or demand to Developer R with respect to any breach or Default by Developer hereunder, Successor Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust on the R Theatre Property a copy of such Notice or demand. No Notice of Default shall be effective as to the holder unless such Notice is given. Each such holder shall (insofar as the rights of Successor Agency are concerned) have the right, at its option, within sixty (60) days after the receipt of the Notice, to cure or remedy or commence to cure or remedy any such a Default and to add the cost thereof to the mortgage debt and the lien of its mortgage. If such breach or Default cannot reasonably be cured within such sixty (60) day period, then V such holder shall have a reasonable period of time following the expiration of such sixty (60) day period to cure or remedy such breach or Default so long as such holder commences such cure or remedy within the initial sixty (60) day period and diligently "w prosecutes such cure or remedy to completion. In the event possession of the Theatre a Property is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied if it commences the proceedings necessary to obtain possession thereof within sixty (60) days, diligently pursues such proceedings to completion, and, after obtaining possession, diligently completes such cure or remedy a (the foregoing time periods being subject to extension during the period that such holder is precluded from taking or pursuing any such action as a consequence of any bankruptcy stay or other court order). Nothing in this Agreement shall preclude or prevent any holder of record of any mortgage or deed of trust on the Theatre Property from curing or 2 remedying any breach or Default by Developer hereunder, and Successor Agency a agrees to accept any such cure or remedy undertaken by any such holder of record of any mortgage or deed of trust on the Theatre Property. 3.15 Covenants Reaardina Operation. Manaaement and Maintenance Prior to Closing. From the Date of Agreement until the Closing or earlier termination of this Agreement, Successor Agency shall operate, manage and maintain the Theatre Property in a manner generally consistent with the manner in which Successor Agency has operated, managed and maintained the Theatre Property prior to the date hereof. Notwithstanding the foregoing, from and after the Date of Agreement, excepting the continued use of all or a portion of the Theatre Property for public parking and occasional use as a farmer's market and other City sponsored events or activities, and the terms of a OAK #4852-2324-3305 v6 38 Packet Pg. 211 9.e right of entry agreement to be entered into pursuant to the terms of the Mixed Use PSA relative to the UST Removal Work, Successor Agency shall not: (a) cause nor voluntarily permit, any new lien, encumbrance or any other matter to cause the condition of title to be changed, without Developer's prior written consent, other than liens or other assessments, bonds, or special district liens including without limitation, Community Facility Districts, that arise by reason of any local, City, Municipal or County Project or Special District; (b) enter into any agreements with any governmental agency, utility company or any person or entity regarding the Theatre Property, which would remain in effect after the Closing (other than to implement any matter described in (a) above), without obtaining Developer's prior written consent; or (c) amend any existing licenses, agreements or leases, or enter into any new licenses, agreements or leases, that would give any person or entity any right of possession to any portion of the Theatre Property, or which would remain in effect after the Closing. 4. COVENANTS. RESTRICTIONS AND AGREEMENTS 4.1 Uses. Developer shall use the Theatre Property, in accordance with the Project Approvals and the Theatre Operating Covenant. These restrictions on use, as more particularly set forth in the Theatre Operating Covenant, shall be recorded in the Official Records of the County of Los Angeles. 4.2 Prohibited Uses. The Parties acknowledge that the Project to be developed and constructed on the Theatre Property includes an Office/Retail Component and a Theatre Component. As provided in the Theatre Operating Covenant, following the r seventh year of operation of the Theatre Component, some of the screens and w associated space of the Theatre Component may be converted to uses similar to those in the Office/Retail Component. Developer acknowledges that no portion of the Project (i.e. Office/Retail Component or Theatre Component) may be used for uses prohibited in the a Specific Plan. In addition, Developer acknowledges that the following uses, as defined in a the Municipal Code and/or Specific Plan, shall also not be permitted in the Project: 1. Hookah Bar/Cigar Club w 2. Adult Businesses N 3. Tattoo Parlors 4. Massage Parlors 5. Schools, Public or Private or Specialized 6. Used Merchandise/Thrift Stores/Second Hand Stores 7. Ambulance or Paramedic Dispatch 8. Lodging: Hotel or Motel 9. Personal Services, Restricted Personal Services, Restricted, are defined here and/or in the Municipal Code or Specific Plan as follows and accordingly shall not be permitted in the Project: Check cashing stores or services Farmer's market (permanent) Fortune tellers OAK #4852-2324-3305 v6 39 Packet Pg. 212 9.e • Gun stores • Laundromats (self-service laundry) • Cash, currency, and money transfer stores and services • Palm and card readers • Pawnshops • Psychics • Recycling Vending Machines as an Accessory Use • Spas and hot tubs for hourly rental • Tobacco paraphernalia stores • Tattoo and body piercing services 4.3 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 Theatre Property and the Project that pertain to periods on or after the Closing, subject to Developer's right to contest in good faith any such taxes. 4.4 Effect and Duration of Covenants. The covenants established in this R Agreement, the Grant Deed, the Theatre Operating Covenant shall, without regard to technical classification and 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 a beneficiary of the terms and provisions of this Agreement, the Grant Deed, the Theatre M Operating Covenant 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, the Grant Deed, Theatre Operating Covenant and the covenants running with the land have been provided. This Agreement, the Grant Deed w and the Theatre Operating Covenant and the covenants therein shall run in favor of the Successor Agency and City without regard to whether Successor Agency or City has a been, remains, or is an owner of any land or interest in the Theatre Property. Subject to the limitations on remedies set forth in Section 5 hereto, the Parties shall have the right, if c� this Agreement, the Grant Deed, the Theatre Operating Covenant or the covenants therein are breached, to exercise all rights and remedies and to maintain any actions or w suits at law or in equity or other proper proceedings to enforce the curing of such N breaches to which it may be entitled under the terms of this Agreement, the Grant Deed or the Theatre Operating Covenant. 4.5 No Successor Agency Approval of Tenants Required. Developer shall not be required to obtain the Successor Agency's consent or approval as to the tenants to whom Developer may lease portions of the Project and the Successor Agency shall not impose any restrictions or limitations on the nature of the tenants to whom Developer may lease portions of the Project; except that the use of the Theatre Property acquired by Developer shall be subject to the use restrictions and limitations created by the Project Approvals, the applicable zoning affecting the Project, and the Theatre Operating Covenant. 4.6 Obligation to Refrain From Discrimination; Form of Non -Discrimination and Non -Segregation Clauses. Developer covenants by and for itself and any successors in OAK #4852-2324-3305 v6 40 Packet Pg. 213 9.e interest that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Theatre Property, any improvements thereon, or any part thereof, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Theatre Property herein conveyed. The foregoing covenants and all other provisions of this Section 4.6 shall run with the land and shall be contained in each subsequent grant deed conveying title to the Theatre Property, any improvements thereon, or any part thereof, to any subsequent owner, and the provisions of this Section 4.6 shall survive expiration or other termination of this Agreement. Developer shall refrain from restricting the rental, sale or lease of the Theatre Property or any improvements thereon, or any part thereof, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code. All such deeds, leases a or contracts for the rental, sale or lease of the Theatre Property or any improvements thereon, or any part thereof, shall contain or be subject to substantially the following nondiscrimination or non -segregation clauses: (a) In deeds the following language shall appear: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases the following language shall appear: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the OAK #4852-2324-3305 v6 41 Packet Pg. 214 9.e leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." (c) In contracts, the following language shall appear: "There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." 4.7 Effect and Duration of Covenants. The covenants against discrimination, as set forth in Section 4.56 shall remain in effect in perpetuity. The covenants regarding use of the Theatre Property as set forth in Section 4.1 and the Theatre Operating 2 Covenant shall remain in effect in accordance with the terms of the Theatre Operating a Covenant. M �o M r 4.8 Sales Tax Point of Sale Designation. Developer shall use commercially r reasonable efforts to the extent allowed by law to require all persons and entities providing bulk lumber, concrete, structural steel and pre -fabricated building components, such as roof trusses, to be used in connection with the construction and development of, or incorporated into, the Project, to (a) obtain a use tax direct payment permit; (b) elect to a obtain a subcontractor permit for the job site of a contract valued at Five Million Dollars a ($5,000,000) or more; or (c) otherwise designate the Theatre Property as the place of use of material used in the construction of the Project in order to have the local portion of the R sales and use tax distributed directly to City instead of through the county -wide pool. w Developer shall instruct its general contractor(s) for the Project to, and cause such N general contractor(s) to instruct its/their subcontractors to, cooperate with City to ensure R the local sales/use tax derived from construction of the Project is allocated to City to the fullest extent possible. To assist City in its efforts to ensure that such local sales/use tax a is so allocated to City, Developer shall provide City with such information as shall be reasonably requested by City regarding subcontractors working on the Project with a contracts in excess of the amount set forth above, including a description of all applicable work and the dollar value of such subcontracts. City may use such information to contact each subcontractor who may qualify for local allocation of use taxes to City. Notwithstanding the foregoing, other than the cost of incidental paperwork and record E keeping, any such efforts to have the local sales/use tax derived from construction of the Project allocated to City to the fullest extent possible shall be at no increased costs or expense to Developer or any general contractor or subcontractor working on the Project, and neither Developer nor any such general contractor or subcontractor shall be required to take any action pursuant to this section that would result, directly or indirectly, (i) in any M OAK #4852-2324-3305 v6 42 Packet Pg. 215 9.e increase in the cost of the Project, or (ii) in any such general contractor or subcontractor being characterized as a "reseller" (as opposed to a "consumer"), whether for purposes of the taxation of `freight -in' charges, any fabrication activities or otherwise. 4.9 Old Town Newhall Public Parking Garage. The Parties acknowledge that the Specific Plan contemplates the construction of a public parking structure on a portion of the Old Town Newhall Property. The Parties further acknowledge that the Successor Agency has prepared, and the Oversight Board has approved, an amendment to the LRPMP to allow for the transfer of a portion of the Old Town Newhall Property, as generally depicted on the site plan attached hereto as Exhibit K, to the City for governmental use as parking (the "Parking Parcel"). As of the Date of Agreement, the Department has approved the amendment to the LRPMP. Prior to the Outside Date with respect to the Closing of the Theatre Property, the City w intends to acquire the Parking Parcel either pursuant to the amendment to the LRPMP, or N pursuant to a negotiated purchase and sale agreement between City and the Successor V Agency, for the purpose of constructing a parking structure on the Parking Parcel. The w anticipated parking structure is to be comprised of one subterranean level, with four levels L above to a maximum height of 55 feet, providing approximately 400 parking spaces, with a fagade consistent with the preferred architectural design and standards set forth in the a' Specific Plan (the "Parking Project"). M r Prior to the Outside Date with respect to the Closing of the Theatre Property, and within the time periods set forth herein, City will use reasonable efforts to undertake the following actions, referred to herein individually as "City Action" and collectively as "City Actions", in furtherance of the Parking Project as follows: • As of the Date of Agreement, City adopts a policy to establish guidelines, as required under California Public Contract Code section 22162, for a standard organizational conflict-of-interest policy, consistent with applicable law, regarding the ability of a person or entity to submit a proposal as a design -build entity or to join a design -build team for a design -build project procured pursuant to California Public Contract Code section 22160 et seq. relative to the Parking Project; • Within ten (10) calendar days of the Date of Agreement, City issues an RFP for the services of a bridging architect to prepare plans related to the design of the Parking Project sufficient to solicit proposals for design -build services from a design -build contractor; • Within sixty (60) calendar days of the Date of Agreement, City enters into a contract with a bridging architect for the Parking Project; • Within two hundred ten (210) calendar days of the Date of Agreement, City has pre -qualified no less than three (3) design -build contractors eligible to submit a proposal to City as the design -build contractor for the Parking Project; • Within two hundred ten (210) calendar days of the Date of Agreement, City issues an RFP for the services of a design -build contractor; OAK #4852-2324-3305 v6 43 Packet Pg. 216 9.e • Within two hundred seventy (270) calendar days of the Date of Agreement, City enters into a contract for a design build contractor for the design and construction of the Parking Project; • Prior to the Outside Date with respect to the Closing of the Theatre Property, City will acquire the Parking Parcel. Notwithstanding the foregoing, Developer understands, acknowledges and agrees that City is not making any representation or warranty that City will undertake or complete any City Action and that City has no obligation whatsoever to undertake or complete any of the City Actions noted above in furtherance of the Parking Project. Further, Developer understands, acknowledges and agrees that even if City enters into a contract with a design build contractor for the design and construction of the Parking Project, City may condition the award of said contract or the provision of certain services therein, upon the Closing of the Theatre Property. If the City cannot or does not elect to undertake or complete any or all of the City Actions N noted above in furtherance of the Parking Project in accordance with the times set forth R above, said decisions or inactions by City shall not constitute a Default by City or Successor Agency under this Agreement. In the event City does not acquire the Parking Parcel and award and enter into a contract with a design build contractor for the design and construction of the Parking Project prior to the Outside Date for Closing the Theatre a Property, Successor Agency and Developer shall have the right to terminate this Agreement. In the event City acquires the Parking Parcel and develops and constructs the Parking Project, the Parties shall use good faith efforts to coordinate their development and construction activities in relation to the Project on the Theatre Property and the City's Parking Project on the Parking Parcel. By way of example, the Parties shall undertake the following: • From the Date of Agreement until the City's award of the design -build contract, the Parties shall participate in periodic "coordination" meetings with the Parties respective design professionals throughout the design of the Project on the Theatre Property and the Parking Project on the Parking Parcel; • The Parties shall immediately notify each other of any perceived potential construction conflict between the Project on the Theatre Property and Parking Project on the Parking Parcel and cooperate in the reasonable resolution of that conflict; and • 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 Project on the Theatre Property and the City's Parking Project on the Parking Parcel. 5. DEFAULTS AND REMEDIES. OAK #4852-2324-3305 v6 44 Packet Pg. 217 5.1 Default Remedies - General. Subject to permitted extensions of time as provided in Section 6.2, failure by either Party to perform any action or covenant required by this Agreement within the time periods provided herein following Notice and expiration of any applicable cure period, shall constitute a "Default" under this Agreement. The failure by a Party to satisfy one or more of the Successor Agency Conditions Precedent, City Conditions Precedent or Developer Conditions Precedent as set forth in Sections 2.4, 2.5 and 2.6, respectively, shall not be a Default hereunder, but the failure to act in good faith and exercise reasonable good faith efforts to satisfy any such condition precedent shall constitute a Default following delivery of a Notice of Default and an opportunity to cure as set forth herein. A Party claiming a Default shall give 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 against the other Party, and the other Party shall not be in Default if (a) in the case of a monetary Default, such Party cures the monetary Default within ten (10) days following receipt of such Notice of Default, or (b) in the case of a non -monetary Default, such Party cures, corrects or remedies the non -monetary default within thirty (30) days following receipt of such Notice of Default, or if the non -monetary default cannot reasonably be cured within such thirty- (30) day period, said Party commences to cure the non -monetary Default within said thirty- (30) day period and thereafter completes such cure, correction or remedy with diligence. 5.2 Default Resolution and Legal Actions. (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. Successor Agency, 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 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 shall be held at the Mixed Use Property if the ability to view the Mixed Use Property or the Project will serve to resolve the Default. The meeting shall be attended by representatives of the Successor Agency, 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 OAK #4852-2324-3305 v6 45 9.e CO W CO Packet Pg. 218 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. The costs of any mediator agreed to by the Parties shall be shared equally. 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. (2) Institution of Legal Actions. Except as otherwise specifically provided herein, upon the occurrence of a Default, the non -defaulting Party shall have the right, in addition to any other rights or remedies, to institute any action at law or in equity to cure, correct, prevent or remedy any Default, or to recover damages for any Default, or to 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 California, or in the Federal District Court for the Central District of the State of California. 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 Party. (3) Liquidated Damages in the Event of Developer Failure to Close Escrow on the Theatre Property. SUBJECT TO NOTICE AND EXPIRATION OF APPLICABLE CURE PERIODS AND ANY PERMITTED EXTENSIONS OF TIME AS PROVIDED IN THIS AGREEMENT, IF ESCROW FAILS TO CLOSE AS REQUIRED UNDER THIS AGREEMENT BECAUSE OF A DEFAULT BY DEVELOPER (A "CLOSING DEFAULT"), THE SUCCESSOR AGENCY 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, SUCCESSOR AGENCY SHALL BE ENTITLED TO RETAIN DEVELOPER DEPOSIT. THE DEVELOPER DEPOSIT SHALL SERVE AS LIQUIDATED DAMAGES TO THE SUCCESSOR AGENCY FOR A CLOSING DEFAULT. THE VALUE OF THE DEVELOPER DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES THAT THE SUCCESSOR AGENCY WOULD INCUR IN THE EVENT OF A CLOSING DEFAULT. RETENTION OF THE DEVELOPER DEPOSIT SHALL BE THE SUCCESSOR AGENCY'S SOLE AND EXCLUSIVE REMEDY AGAINST DEVELOPER IN THE EVENT OF A CLOSING DEFAULT, AND THE SUCCESSOR AGENCY WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST DEVELOPER ON ACCOUNT OF A CLOSING DEFAULT, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE AND MONETARY DAMAGES. THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN IS NOT INTENDED AS A OAK #4852-2324-3305 v6 46 9.e co W co Packet Pg. 219 FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTIONS 3275 OR 3369 OF THE CALIFORNIA CIVIL CODE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO THE SUCCESSOR AGENCY PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. SUCCESSOR AGENCY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. BY PLACING ITS INITIALS BELOW, DEVELOPER AND SUCCESSOR AGENCY 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 CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. INITIALS: SUCCESSOR AGENCY DEVELOPER 9.e (4) Acceptance of Service of Process. In the event that any legal action N is commenced against Successor Agency or City, service of process on Successor R Agency shall be made by personal service upon the Secretary of Successor Agency, and 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 2 commenced against Developer, service of process on Developer shall be made in any a manner as may be provided by law. M r 5.3 Termination. In addition to the termination of this Agreement provided for r under Sections 2.8, 2.10, 2.15 and 4.9 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, Successor Agency Condition a Precedent or City Condition Precedent (which is not waived by the Party whom the a condition benefits) by timely Notice from the Party whom the condition benefits. If requested by Successor Agency, upon termination of this Agreement, Developer shall R promptly execute and deliver to Successor Agency a quitclaim deed, in recordable form, w as to the Theatre Property. N Upon termination of this Agreement due to failure of the Joint Condition Precedent or by Successor Agency or Developer pursuant to Sections 2.10, 2.15 or 4.9, Developer shall be entitled to a refund of the Developer Deposit and neither Party shall have any further liability, 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 Successor Agency or Developer terminating this Agreement as provided by Sections 2.8, 2.10, 2.15 or 4.9, specifically including any and OAK #4852-2324-3305 v6 47 Packet Pg. 220 9.e 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 SUCCESSOR AGENCY CITY 5.4 Successor Agency Option to Repurchase, Reenter and Repossess. (1) As to Theatre Property. Following the Closing and subject to notice and opportunity to cure under Section 5.1 and applicable Force Majeure Delay under Section 6.2, Successor Agency shall have the additional right, at its option, to repurchase, reenter and take possession of the Theatre Property if after conveyance of title to the Theatre Property, Developer shall: (a) Fail to Commence Construction of the Project within the time set forth on the Schedule of Performance, as extended by Force Majeure Delay(s); or a (b) Abandon or substantially suspend construction of the Project M for a period of 90 consecutive days after Commencement of Construction, as extended by Force Majeure Delay(s). E (2) Such rights to repurchase, reenter and repossess, to the extent w provided in this Agreement and Grant Deed, shall be subordinate and subject to and be a limited by and shall not defeat, render invalid or limit: R (a) Any mortgage, deed of trust or other security instrument permitted by this Agreement (including, without limitation, any assignment of rents and o leases); or R N (b) Any rights or interests provided in this Agreement for the R protection of the holder of such mortgages, deeds of trust or other security instruments. (3) To exercise its right to repurchase, reenter and take possession with a respect to the Theatre Property, Successor Agency shall pay to Developer in cash an a amount equal to: (a) The Purchase Price for the Theatre Property; plus (b) The actual hard costs incurred by Developer and paid or owed to third parties for labor and materials for the construction of the improvements existing on the Theatre Property at the time of the repurchase, reentry and repossession; plus OAK #4852-2324-3305 v6 48 Packet Pg. 221 9.e (c) The actual soft costs incurred by Developer and paid or owed to third parties in connection with the design and permitting of the improvements existing on the Theatre Property at the time of the repurchase, reentry and repossession and/or contemplated to be developed on the Theatre Property; plus (d) All other costs and expenses incurred by Developer and paid or owed to third parties in connection with this Agreement and/or the design, permitting, construction, leasing and/or financing of the improvements existing on the Theatre Property at the time of the repurchase, reentry and repossession and/or contemplated to be developed on the Theatre Property; less (e) Any actual income withdrawn or made by Developer from the Theatre Property or the improvements thereon; less (f) The total outstanding amount of any mortgages, deeds of trust or other liens encumbering the Theatre Property that are superior to Successor Agency's repurchase option at the time of the repurchase, reentry and repossession. In order to exercise such purchase option, Successor Agency shall, subject to the L instruments and provisions described above, give Developer Notice of such exercise and Developer shall, within 60 days after Developer's receipt of such Notice, provide a Successor Agency with a detailed accounting of all of Developer's costs incurred as provided above. Successor Agency, within 30 days thereafter, shall pay to Developer in cash all sums owing pursuant to this Section 5.4 (3), if any, and Developer shall thereupon execute and deliver to Successor Agency a grant deed transferring to Successor Agency all of Developer's interest in the Theatre Property for which Successor w Agency's repurchase option applies. If Developer conveys any portion of the Theatre Property to Successor Agency pursuant to the terms of this Section 5.4 (3), then a Y Successor Agency shall be charged with all knowledge it had regarding the Theatre Property before execution of this Agreement and all information provided to Successor c� Agency by Developer up to and including the time of conveyance. Successor Agency acknowledges that it shall use its independent judgment and make its own determination as to the scope and breadth of the due diligence investigation which it shall make relative to the Theatre Property, or applicable portion thereof, to be reacquired by the Successor Agency pursuant to Successor Agency's exercise of its repurchase option. Successor Agency's rights under this Section 5.4(3), and as set forth in the Grant Deed, are assignable by Successor Agency to City in accordance with Section 6.3, and shall terminate upon Final Completion. Upon Final Completion, Successor Agency shall cause City, as successor by assignment to the Successor Agency in accordance with Section 6.3, to execute, acknowledge and record the Quitclaim Deed -Final Completion evidencing the termination of the repurchase option under this Section 5.4(3), as set forth in the form attached hereto as Exhibit G-1 and incorporated herein. OAK #4852-2324-3305 v6 49 Packet Pg. 222 9.e 5.5 Rights and Remedies Are Cumulative. Except as specified otherwise in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, 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. 5.6 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 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 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 N 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 w given by certified mail, return receipt requested and postage prepaid, personal delivery, L or reputable overnight courier (but not by facsimile or email), to the Party to whom the 2 Notice is directed at the address of the Party as set forth below, or at any other address as a that Party may later designate by Notice. M r To Successor City of Santa Clarita/Successor Agency Y Agency/City: Office of the City Manager/Executive Director 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Kenneth W. Striplin, City a Y Manager/Executive Director a With a copy to: City of Santa Clarita/ Successor Agency 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Thomas Cole, Director of Community Development and: City of Santa Clarita/ Successor Agency Office of the City Attorney/General Counsel 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Joseph Montes, City Attorney/General Counsel To Developer: Laemmle Newhall, LLC 11523 Santa Monica Blvd. Los Angeles, CA 90025 Attention: Greg Laemmle OAK #4852-2324-3305 v6 50 Packet Pg. 223 9.e With copies to: Serrano Development Group 500 North Brand Boulevard, Suite 2120 Glendale, CA 91203 Attention: Jason Tolleson, Principal And Elkins Kalt Weintraub Reuben Gartside LLP 2049 Century Park East, Suite 2700 Los Angeles, CA 90067 Attention: Keith Elkins Phone No.: (310) 746-4401 E-mail: kelkins@elkinskalt.com 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 a such Party. M r 6.2 Enforced Delay; Extension of Times of Performance. Performance by r 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 are due to: (i) war and insurrection; (ii) strikes, lockouts and labor disputes; (iii) riots, floods, a earthquakes, fires, casualties, acts of God and acts of the public enemy; (iv) epidemics, quarantine restrictions, freight embargoes, and governmental restrictions or priority; (v) R delays in issuance of any Project Approvals, entitlements or permits necessary to develop any improvements contemplated to be developed on the Theatre Property, or applicable portion thereof; (vi) litigation and arbitration, including court delays; legal R challenges to this Agreement, the Project Agreements, the Project Approvals, or any N other approval required for the Project or any initiatives or referenda regarding the same; (vii) environmental conditions, pre-existing or discovered, delaying the construction or development of the Theatre Property or any portion thereof; (viii) unusually severe a weather or unseasonable inclement weather; (ix) acts or omissions of the other Party or any of its members, managers, officers, agents, employees, affiliates or other 2 representatives; or acts or failures to act or delay in acting of any public or governmental w agency or entity (except that acts or failures to act of Successor Agency shall not excuse performance by Successor Agency); or (x) moratorium (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 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 OAK #4852-2324-3305 v6 51 Packet Pg. 224 9.e Notice. Notwithstanding any provision of this Agreement to the contrary, the lack of funding to commence and/or complete the Project shall not be the basis for a Force Majeure Delay. Times of performance under this Agreement may also be extended in writing by the Successor Agency and Developer as agreed to in the sole discretion of each Party ("Agreed Extension of Performance"). The Executive Director may agree to no more than a cumulative total of one hundred eighty (180) calendar days extension of time for performance under this Agreement as an Agreed Extension of Performance. In no event shall a Force Majeure Delay, Force Majeure Delays or Agreed Extension of Performance extend the Outside Date for Closing by more than one hundred eighty (180) calendar days. The foregoing notwithstanding, the Outside Date for Closing of the Theatre Property shall be extended by the Executive Director to the same extent the "Outside Date" for "Closing" of the Mixed Use Property is extended due to an "Environmental Force Majeure Delay" in accordance with, and as those terms are defined in, the Mixed Use PSA. 6.3 Successors and Assigns; Assignment to City. 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 Successor Agency and 2 their respective successors and assigns. Whenever the term "Developer" is used in this a Agreement, such term shall include any permitted successors and assigns as herein provided. Successor Agency's rights and obligations as set forth in Section 5.4 of this Agreement, and as reflected in the Grant Deed, with respect to the option to repurchase, reenter and repossess the Theatre Property in the event of a violation thereof, shall be assigned to City in accordance with the terms of the Assignment and Assumption Agreement in the form attached hereto as Exhibit F and incorporated herein. Developer shall consent to said Assignment and Assumption Agreement, which shall be recorded concurrently with the Grant Deed at the Closing. 6.4 Relationship Between Successor Agency, City and Developer. It is hereby acknowledged that the relationship between Successor Agency, City and Developer is not that of a partnership or joint venture and that Successor Agency, 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, Successor Agency and City shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Project. 6.5 Successor Agency or City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by Successor Agency, the Executive Director or his or her designee is authorized to act on behalf of Successor Agency, unless specifically provided otherwise or the context requires otherwise. 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. OAK #4852-2324-3305 v6 52 Packet Pg. 225 9.e 6.6 Counterparts. This Agreement may be signed in multiple counterparts, s each of which shall be deemed to be an original. o m 6.7 Integration. This Agreement, including the exhibits hereto, and the other w Project Agreements contain the entire understanding between the Parties relating to the E CL transactions contemplated by this Agreement. All prior or contemporaneous agreements, ° Z understandings, representations and statements, oral or written, other than the other 'w 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. E 6.8 Brokerage Commissions. Successor Agency and Developer each w represents to the other that it has not engaged the services of any finder or broker and a that it is not liable for any real estate commissions, broker's fees, or finder's fees which may accrue by means of the conveyance of the Theatre Property as described in this N Agreement, or the negotiation and execution of this Agreement. Each Party shall R indemnify, defend, protect and hold the other Party harmless from any and all Claims based upon any assertion that such commissions or fees are allegedly due from the Party making such representations. 2 a 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 r expressly stated otherwise. References to specific section numbers shall include all subsections which follow the referenced section. w 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, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party. Successor Agency and City, acting by and through the Executive Director and City Manager upon the approval of the General Counsel and City Attorney, respectively, may approve alterations, changes or modifications to this Agreement and the Project Agreements without further approval of the City Council, board of the Successor Agency or Oversight Board, 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 do not materially increase or decrease the legal, equitable or financial obligations or rights of the Successor Agency or City hereunder, OAK #4852-2324-3305 v6 53 Packet Pg. 226 9.e decrease the amount of the Purchase Price, or increase the amount of the Theatre Development Grant. 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 following: they have carefully read this Agreement, and in signing this Agreement, they L do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in a' this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the r 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. w 6.15 Time of Essence. Time is expressly made of the essence with respect to the performance by Successor Agency 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 Successor Agency or City Council member, official, officer, employee or consultant of Successor Agency or City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, officer, employee or consultant participate in any decision, or use their position or title to influence a decision, relating to this Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. 6.18 Time for Acceptance of Agreement by Successor Agency and City. This Agreement, when executed by Developer and delivered to Successor Agency and City, must be authorized, executed and delivered by Successor Agency and City on or before OAK #4852-2324-3305 v6 54 Packet Pg. 227 9.e 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 delivery of this Agreement. Developer hereby acknowledges that the authorization, execution and delivery of this Agreement by Successor Agency, requires the approval of the Successor Agency and Oversight Board, and by City, requires the approval of the City Council. 6.19 Developer's Indemnity. Developer shall defend (with counsel reasonably acceptable to Successor Agency), indemnify, and hold Successor Agency and Successor `o Agency Parties, harmless from, all Property Claims and Claims to the extent caused by 2 Developer's negligence or willful misconduct, whether such negligence or willful misconduct be by Developer or by anyone directly or indirectly employed or contracted w with by Developer, and whether such Property Claims or Claims shall accrue or be discovered before or after expiration or termination of this Agreement or Final Completion. Developer's indemnity obligations under this Section 6.19 shall not extend R to (i) Property Claims or Claims occasioned by the negligence or willful misconduct of Successor Agency or Successor Agency Parties, or (ii) any litigation regarding the validity R of this Agreement and the Project Approvals. Insurance limits shall not operate to limit Developer's indemnity obligations under this Agreement. Notwithstanding anything to the contrary in this Section 6.19, any claims related to Initial Litigation Challenges shall be controlled exclusively by Section 6.20. a 6.20 Cooperation in the Event of Legal Challenge to Project Approvals. The M f0 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 Successor Agency's initial approval of this Agreement or any of the Project Approvals ("Initial Litigation Challenge"), and the Parties shall keep each a other informed of all developments relating to such defense, subject only to confidentiality requirements that may prevent the communication of such information. The foregoing R notwithstanding, the Successor Agency and City may choose not to defend any such proceeding challenging the validity of any provision of this Agreement, the approval of this Agreement, or any of the Project Approvals. (1) Meet and Confer. If an Initial Litigation Challenge is filed, upon 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 agreement so long as it does not impact any litigation deadlines. The Successor Agency and Developer 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 regarding confidentiality. The City Manager and Executive Director are authorized to negotiate and enter such joint defense agreement in a form acceptable to the City Attorney and General Counsel. Such joint defense agreement shall also provide that any proposed settlement of an Initial Litigation Challenge shall be subject to the Parties' approval, each in its reasonable discretion. If the terms of the proposed settlement would constitute an amendment or modification of this Agreement, the settlement shall not become effective unless such amendment or modification is OAK #4852-2324-3305 v6 55 Packet Pg. 228 9.e approved by Developer, and by Successor Agency and City in accordance with Applicable Laws, and Successor Agency and City reserves their full legislative discretion with respect thereto. 6.21 Successor Agency's Indemnity. Successor Agency shall defend (with counsel reasonably acceptable to Developer), indemnify, and hold Developer and Developer's officers, agents, employees, principals, owners, managers, representatives, contractors, subcontractors, consultants and attorneys (collectively "Developer Indemnitees") harmless 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 or claims or liabilities arising from the gross negligence or willful misconduct of Developer Indemnitees, which result from the use of all or a portion of the Theatre Property for public parking, farmer's market or other City sponsored events or activities, or the UST Removal Work occurring prior to Closing. 6.22 Non -liability of Officials and Employees of Successor Agency and City. No R member, official or employee of Successor Agency or City shall be personally liable to Developer, or any successor in interest, in the event of any Default or breach by Successor Agency or City or for any amount which may become due to Developer or its 2 successors, or on any obligations under the terms of this Agreement. Developer hereby a waives and releases any claim it may have against the members, officials or employees of Successor Agency or City with respect to any Default or breach by Successor Agency 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 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 and/or hold harmless obligations under Sections 3.9, 3.10, 6.8, 6.19 and 6.21 and the Right of Entry Permit shall survive the Closing or termination of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. SUCCESSOR AGENCY: CITY OF SANTA CLARITA AS SUCCESSOR AGENCY TO THE FORMER SANTA CLARITA REDEVELOPMENT AGENCY, a OAK #4852-2324-3305 v6 56 Packet Pg. 229 public entity By: Kenneth W. Striplin, Executive Director APPROVED AS TO FORM: Joseph Montes, General Counsel ATTEST: CITY: CITY OF SANTA CLARITA, a California municipal corporation 0 Kenneth W. Striplin, City Manager APPROVED AS TO FORM: an Joseph Montes, City Attorney ATTEST: By: City Clerk DEVELOPER: LAEMMLE NEWHALL, LLC, a California limited liability company By: Name: Title: OAK #4852-2324-3305 v6 57 9.e Y U O m Y w E CL O w w w o! w Y E w w a w N c R d R t 2 M a co m co Packet Pg. 230 EXHIBIT A LEGAL DESCRIPTION - OLD TOWN NEWHALL PROPERTY Real property in the City of Santa Clarita, County of Los Angeles, State of California, described as follows: PARCEL A: APN 2831-007-901 THROUGH 2831-007-907 PARCEL 1: LOTS 3 TO 12 INCLUSIVE, BLOCK 16, TOWN OF NEWHALL, 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. EXCEPT THE NORTHWESTERLY 10 FEET OF SAID LOT 3. ALSO EXCEPT A PORTION OF LOTS 11 AND 12, DESCRIBED AS FOLLOWS: A SPANDREL SHAPED PARCEL OF LAND BOUNDED NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID BLOCK, BOUNDED SOUTHEASTERLY BY THE SOUTHEASTERLY LINE OF SAID BLOCK, AND BOUNDED WESTERLY BY THE ARC OF A CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 29.00 FEET, BEING TANGENT TO SAID NORTHEASTERLY AND SOUTHEASTERLY LINES OF BLOCK 16, AS GRANTED TO THE CITY OF SANTA CLARITA, A MUNICIPAL CORPORATION IN DEED RECORDED OCTOBER 17, 1997 AS INSTRUMENT NO. 97-1636116, OFFICIAL RECORDS. PARCEL 2 LOTS 15 TO 22 INCLUSIVE, BLOCK 16, TOWN OF NEWHALL, 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. EXCEPT THEREFROM THE NORTHWESTERLY 10 FEET OF LOT 22. ALSO EXCEPT THEREFROM THE PORTIONS OF SAID LOTS DESCRIBED AS FOLLOWS BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 24; THENCE SOUTH 320 30,15" EAST ALONG THE SOUTHWESTERLY LINE OF SAID LOTS, A DISTANCE OF 250 FEET TO THE MOST SOUTHERLY CORNER OF SAID LOT 15; THENCE NORTH 570 30' 15" EAST ALONG THE SOUTHEASTERLY LINE OF SAID LOT 15, A DISTANCE OF 20.00 FEET; THENCE NORTH 320 30' 15" WEST, PARALLEL WITH SAID SOUTHWESTERLY LINE OF SAID LOTS, A DISTANCE OF 125.08 FEET; THENCE NORTHWESTERLY ALONG A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 360 FEET, THROUGH AN ANGLE OF 200 18' 17" A DISTANCE OF 127.58 FEET TO A POINT IN THE NORTHWESTERLY LINE OF SAID LOT 24; THENCE SOUTH 570 29' WEST THEREON, A DISTANCE OF 42.37 FEET TO THE POINT OF BEGINNING. PARCEL 3: THAT CERTAIN ALLEY IN BLOCK 16, IN THE TOWN OF NEWHALL, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 53 PAGES 21 AND 22 OF MISCELLANEOUS RECORDS, ADJOINING SAID PARCEL 1 HEREOF ON THE SOUTHWEST AND ADJOINING SAID PARCEL 2 HEREOF ON THE NORTHEAST AS VACATED BY ORDER OF BOARD OAK 94852-2324-3305E EXHiBiTA-1 Be Packe[ Pg. 231 OF SUPERVISORS MAY 14, 1946. A CERTIFIED COPY OF SAID ORDER WAS RECORDED MAY 20, 19461N BOOK 23158 PAGE 382, OFFICIAL RECORDS. EXCEPTING THEREFROM THAT PORTION OF SAID ALLEY ADJOINING LOTS 11 AND 12 ON THE SOUTHWEST. EXCEPT FROM PARCEL 1, PARCEL 2 AND PARCEL 3 HEREOF, ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER OR THAT MAY BE PRODUCED FROM A DEPTH BELOW 500 FEET FROM THE SURFACE OR THE ABOVE DESCRIBED LAND, WITHOUT RIGHT OF ENTRY UPON THE SURFACE OF THE ABOVE DESCRIBED REAL PROPERTY FOR THE PURPOSE OF MINING, DRILLING OR EXTRACTING SUCH MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES OF SAID LAND TO A DEPTH OF 500 FEET BELOW THE SURFACE HEREOF, AS GRANTED TO HAMMOND-CALIFORNIA REDWOOD CO, A CORPORATION RECORDED APRIL 18, 1958 IN BOOK D-76 PAGE 749, OFFICIAL RECORDS. ZG{�'Z:I:I II�Z�7�Z�Z�Lm'Z:i<II�I�Y3I�F: PARCEL 1 LOTS 13 AND 14 IN 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. PARCEL 2: ALL THAT PORTION OF THE 20 FOOT ALLEY, AS VACATED IN SAID BLOCK 16, TOWN OF NEWHALL, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA ADJOINING ABOVE PARCEL 1 ON THE NORTHEAST. PARCEL 3 LOTS 23 AND 24 AND THE NORTHWESTERLY 10 FEET OF LOT 22 IN 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 SAD COUNTY. ALSO THE SOUTHWEST 30 FEET OF THE ALLEY VACATED ADJOINING SAID LOTS ON THE NORTHEAST. EXCEPT THEREFROM THAT PORTION OF SAID PROPERTY INCLUDED WITHIN THE STATE HIGHWAY AS DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 13340 PAGE 180, OFFICIAL RECORDS OF SAID COUNTY. ALSO EXCEPT THEREFROM THAT PORTION OF SAID LOT 24, WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT THE MOST NORTHERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA FOR A PUBLIC HIGHWAY, RECORDED ON APRIL 27, 1935 IN BOOK 13340 PAGE 180, OFFICIAL RECORDS, IN THE OFFICE OF SAID RECORDER; THENCE NORTHEASTERLY ALONG THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF SAID CERTAIN PARCEL OF LAND, A DISTANCE OF 6.50 FEET; THENCE SOUTHERLY IN A DIRECT LINE 13.63 FEET TO A POINT IN THE EASTERLY BOUNDARY OAK 44852-2324-3305 v6 EXH I BIT A-2 9.e Packet Pg. 232 OF SAID CERTAIN PARCEL OF LAND DISTANT SOUTHERLY THEREON 10 FEET FROM THE POINT OF BEGINNING; THENCE NORTHERLY ALONG SAID EASTERLY BOUNDARY 30 FEET TO SAID POINT OF BEGINNING. PARCEL 4 LOTS 1, 2 AND THE NORTHWESTERLY 10 FEET OF LOT 3 IN 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. ALSO THE NORTHEAST 10 FEET OF THE ALLEY VACATED ADJOINING SAID LOTS ON THE SOUTHWEST. EXCEPT THEREFROM THAT PORTION OF SAID LOT 1, WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 17 FEET; THENCE WESTERLY IN A DIRECT LINE 24.04 FEET TO A POINT IN THE NORTHWESTERLY LINE OF SAID LOT, DISTANT SOUTHWESTERLY THEREON 17 FEET FROM THE POINT OF BEGINNING; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 17 FEET TO SAID POINT OF BEGINNING. OAK %852-2324-3305 v6 EXHIBIT A-3 g.e Packe[ Pg. 233 Immilmlrw:3 CONCEPTUAL PROJECT PLANS !a A. A. L`91$ 1E S i 12 � =� .1 La E BETAILA THEAIEN PUBLIC 11� o a PLAZA -� �13 S _ RETAILB S PRUNING W4 �•(� STBIGT2C 1 1 j 9TF STPEST 14 ,tQ ' w q SITE PLAN ZONING INFORMATION URRRX CNRR GAS LANE♦ SUMMERSIY BLOCX9UILUIX69EE HEIGHT IEMUF OLD TOWN XEWXALL AGENDA YWI HEART X 35MCAPER 9IN IPC ZONE sfi'-MAE ALLOWED R MIXED U SE OWINANCE ,E1 MUCKS OFALO% 08OUND EWOR FOo1PRM CON FILON4 UK PERMIT REQUIRED SETAORS ASC IM AN HEIGHT DwEWNEU CASE P.M. THROMBI 5'MAMMUM- CARE CRAFT NEERACI( O' REWW[D-RFPASEIBRCI :11" wAOE REWIREMM EMI 611EIwWILI IR MUII AGE PRELABRIAN: :..S1NNIT BEEARE0 PRO CE PFR UNN Y IB FORK 9200 S1 WEN SPACE BOARDS ,.A... O wmE FOREAtTMEST OR"NrATOXFORONSP RR WmEEOR NLYTWSWM ORIENTATION PER DEEP S AT PAT 1: I SPIWEEN OS WIDTH AN O ROBOTCOOmARDFRO RNEOI(AnNICYL SRI[NTATON) 91-1' TAW9 OPS YIIIX A.D. - A. M.RB 6MtlONRE NS SPACES PROVIMD REMOE.... S SPACES PER UNIT XEUIXRED AS HERS 1W EPBBX EXSIBSU. LECAIFU FOR EASY ACCEESdifW FOR USERS AND READ EMRMEE BREAK AREA INCLOOF FACILITIES FOR KATE, SGINX FARM NAME! DISPOSAL UELISERI SYSSE REQUIREMENT SPACE FOR 2 DELIVERY VAN KAREN 12 RAF BUS STOP REQUIREMENT ON GAROUND LNNS AVE ARSON FIE FROM MAIN RIPER NEWHALL conceptual urban studio OLD TOWN MINED -USE Design WHA SANTACIPMATA. CA OAK #4852-2324-3305 v6 EXHIBIT B-1 9.e Packet Pg. 234 _ _ _ nom anon '111 � x;111111 `j�-11 II=1 � � � �''�1 1��1�� �., III i THEATER 9.e OAK#4852-2324-3305 v6 EXHIBIT B-2 NEWHALL Ol➢TOWN MI%EO-uSE cnn�ePwa� Design �� � an`ua Ti 5nrvincunli0.� OAK#4852-2324-3305 v6 EXHIBIT B-2 EXHIBIT C Recording requested by, and when recorded return to: The City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, California 91355 Attention: City Manager EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103,27383 ne THEATRE OPERATING COVENANT 9.e THIS THEATRE OPERATING COVENANT (this "Agreement") is entered into this R day of 2016 ("Date of Agreement") by and between the City of Santa Clarita, a California municipal corporation (the "City") and Laemmle Newhall, LLC, a California limited liability company (herein referred to as "Operator"). City and Operator 2 are referred to herein individually as a "Party and collectively as the "Parties." a WHEREAS, pursuant to that certain Purchase, Sale and Grant Agreement dated as of 201, and executed by and between the Successor Agency to the r former Redevelopment Agency of the City of Santa Clarita, a public entity ("Successor w Agency"), City and Operator (the "PSA"), the City has agreed to provide to Operator, upon the terms and conditions set forth in the PSA, consideration in an amount set forth in the PSA (the "Theatre Development Grant") to assist Operator to acquire the Property, defined below, and develop and construct a project (the "Project") which includes not 2 less than a six screen, multi -story movie theatre (the "Theatre Component"), on real property to be sold by Successor Agency to Operator pursuant to the PSA located in the R City of Santa Clarita, California, more particularly described in Exhibit A attached hereto w and incorporated herein (the "Property"); N WHEREAS, the PSA provides that Operator shall use the Theatre Component for the purpose of providing a movie theatre, cinema or entertainment use, serving as a venue for concerts, shows or programs of dance, musical, comedic, literary, art or other such media, open to the public and, at Operator's election, available for private events, including wedding events, receptions and banquets ("Entertainment Services"), and that such restrictions on use shall be set forth in an instrument recorded in the Official Records of the County of Los Angeles ("Official Records"); and WHEREAS, the PSA provides that the City shall have a remedy for damages as more particularly described in this Agreement if during the Term, as defined below, the Theatre Component is used for any purpose other than for the provision of Entertainment Services absent an excused closure or the advance written consent of City and such OAK #4852-2324-3305 v6 EXHIBIT C-1 Packet Pg. 236 9.e default continues for a period of thirty (30) days following City's delivery of written notice of default to Operator. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Restrictions on Use; Term. Operator covenants and agrees for itself and its successors in interest, that during the Term, except as otherwise provided in this V Agreement (including the last sentence of the first paragraph of this Section 1), the Theatre Component shall not be used for any purpose other than for the purpose of w providing Entertainment Services, as defined above, unless and to the extent that City provides advance written approval for another use. The restrictions on use of the Theatre E Component set forth in this Agreement shall commence on the date of recording of this w Agreement in the Official Records ("Effective Date"), and shall continue in effect for a a period of fifteen (15) years from the Effective Date ("Term"). This Agreement shall automatically terminate and be of no further force or effect on the last day of the Term, N and at Operator's request, City shall execute such termination instruments as Operator R may request to confirm the termination of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Operator shall be deemed to satisfy its obligations under this Agreement so long as, during the first seven (7) years of 2 the Term, it operates not less than (6) movie screens within the Theatre Component, and a during the remainder of the Term, it operates not less than four (4) movie screens within the Theatre Component. Operator covenants and agrees for itself and its successors in interest, that during the Term, no portion of the Project may be used for (i) uses prohibited in the Old Town Newhall Specific Plan ("Specific Plan"), or (ii) uses, as defined in the City of Santa Clarita Municipal Code ("Municipal Code") and/or Specific Plan, as follows: • Hookah Bar/Cigar Club • Adult Businesses • Tattoo Parlors • Massage Parlors • Schools, Public or Private or Specialized • Used Merchandise/Thrift Stores/Second Hand Stores • Ambulance or Paramedic Dispatch • Lodging: Hotel or Motel • Personal Services, Restricted Personal Services, Restricted, are defined here and/or in the Municipal Code or Specific Plan as follows and accordingly such uses shall not be permitted in the Project: • Check cashing stores or services • Farmer's market (permanent) • Fortune tellers • Gun stores OAK #4852-2324-3305 v6 EXHIBIT C-2 Packet Pg. 237 9.e • Laundromats (self-service laundry) • Cash, currency, and money transfer stores and services • Palm and card readers • Pawnshops • Psychics • Recycling Vending Machines as an Accessory Use • Spas and hot tubs for hourly rental • Tobacco paraphernalia stores • Tattoo and body piercing services 2. Covenants Run with the Land. Operator hereby subjects its interest in the E Property to the covenants and restrictions set forth in this Agreement. Operator and the City hereby declare their express intent that the covenants and restrictions set forth a herein shall be deemed covenants running with the land, and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, N transferees, and assigns of Operator and City, regardless of any sale, assignment, conveyance, transfer, lease or rental of the Property or the Project, or any part thereof or interest therein; provided, however, notwithstanding anything to the contrary contained in this Agreement, the covenants, restrictions and other terms and conditions of this 2 Agreement shall expire and be of no further force or effect, and thus shall not be binding a on the Property following the expiration of the Term. Any successor -in -interest to Operator, including without limitation any purchaser, transferee or lessee of the Property shall be subject to all of the restrictions and obligations imposed hereby through the V remainder of the Term (but not thereafter). Each and every contract, deed, ground lease Y w or other instrument affecting or conveying the Property or any part thereof, shall E conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, and obligations set forth herein for the duration of the Term, a regardless of whether such covenants, restrictions, and obligations are set forth in such Y contract, deed, ground lease or other instrument. Operator agrees for itself and for its 0 successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable w servitudes against the Property in favor of City through the remainder of the Term. N 3. Transfers. From the Effective Date and during the Term of this Agreement, subject to the remaining provisions of this Section 3, Operator shall not transfer, sell, assign, convey or lease the Theatre Component, or any part thereof or interest therein, without the express written consent of City which may be granted or denied in its reasonable discretion. For the purposes of this Agreement, the term "transfer" shall include any significant change in the Control (as defined below) of Operator by any method or means. During the Term, City may disapprove any transfer, sale, assignment, conveyance or lease of the Theatre Component if, in the City's reasonable discretion, it is evident that (i) the proposed replacement operator will not operate the Theatre Component at a standard as existed as of the Effective Date, or (ii) the replacement operator does not have the financial capability and operating experience equivalent to, or greater than, Operator, or (iii) the replacement operator will not operate the Theatre Component in the condition, OAK #4852-2324-3305 v6 EXHIBIT C-3 Packet Pg. 238 9.e and at a quality level, substantially equivalent to or greater than the "art house" type and quality level, as the case may be, as existed as of the Effective Date. Notwithstanding the foregoing, City may approve a transfer, sale, assignment, conveyance or lease of the Theatre Component to a replacement operator subject to such reasonable conditions applicable during the Term as are necessary to address any objectionable transfer, sale, assignment, conveyance or lease. Notwithstanding any other provision of this Agreement to the contrary, each of following transfers are permitted and shall not require City consent under this Agreement: Any lien or encumbrance placed on the Property following the Date of Agreement (i) to secure construction financing of the Project, or (ii) to secure permanent financing of the Project to the extent said lien or encumbrance does not exceed 75% of the value of the Property as improved by the Project as determined by a lender's appraisal (provided that if such lender is not an institution, then such appraisal shall be subject to the reasonable approval of the City); A transfer of the Property or the membership interests in Operator to an entity or entities in which Operator or Operator's Manager or Managing Member L 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 a' 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; Any lease, sublease, or other transfer of the Theatre Component to an Affiliate of Operator or of any components of the Property that are not part of the Theatre Component, provided such transfers do not involve a subdivision of the Property. For purposes of this Agreement, "Affiliate of Operator" shall have the same meaning as "Affiliate of Developer" as defined in the PSA; and Dedications or grants of easements or rights of way or other non-financial encumbrances against the Property. 4. Default. Upon the occurrence of a Default, as defined herein, during the Term of this Agreement and the expiration of any applicable cure period following notice of said Default, Operator shall pay to City, as City's sole and exclusive remedy, the Unamortized Theatre Development Grant (as defined below). During the first seven (7) years of the Term, "Unamortized Theatre Development Grant" shall mean the sum of (a) the Theatre Development Grant, minus (b) the product of 1/10 of the Theatre Development Grant multiplied by the number of years, or fraction thereof prorated on a monthly basis, of operation or Excused Closure of the Theatre Component during each of the first seven (7) years of the Term. Upon the expiration of the seventh year of the Term, "Unamortized Theatre Development Grant" shall mean the sum of (a) 30% of the Theatre Development Grant, minus (b) the product of 1/8 of 30% of the Theatre Development Grant multiplied by the number of years, or fraction thereof prorated on a monthly basis, of operation or OAK #4852-2324-3305 v6 EXHIBIT C-4 Packet Pg. 239 Excused Closure of the Theatre Component during each of the remaining eight (8) years of the Term. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Operator shall not be in default if the Theatre Component is closed and not operating due to any of the following reasons (each an "Excused Closure"): (i) a change in ownership, provided such closure and non -operation does not exceed 30 calendar days; (ii) remodeling construction activities, provided Operator has a valid building permit for such work issued by the City; (iii) war or insurrection; (iv) strikes, lockouts and labor disputes; (v) riots, floods, earthquakes, fires, casualties, acts of God and acts of the public enemy; (vi) epidemics, quarantine restrictions, freight embargoes, and governmental restrictions or priority; (vii) environmental conditions, pre-existing or discovered, impeding the use and occupancy of the Project; or (viii) unusually severe weather or unseasonable inclement weather. 5. Miscellaneous. 5.1 Notices. Any notice or communication required hereunder between Operator and City ("Notice") must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express or other similar courier promising overnight delivery. If personally delivered, a Notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by registered or certified mail, such Notice shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the Party to whom Notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such Notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a Notice shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days written Notice to the other Party hereto, designate any other address in substitution of the address to which such Notice shall be given. Such Notices shall be given to the Parties at their respective addresses set forth below: Agency: Operator: City of Santa Clarita Laemmle Newhall, LLC 23920 Valencia Boulevard, Suite 300 11523 Santa Monica Blvd. Santa Clarita, CA 91355 Los Angeles, CA 90025 Attn: City Manager Attn: Greg Laemmle 5.2 Attorneys' Fees. If an action is brought to enforce the rights of a Party under this Agreement, the prevailing Party shall be entitled to recover its costs of enforcement, including reasonable attorneys' fees and court costs. 5.3 Binding Agreement. This Agreement supersedes all prior and contemporaneous discussions, agreements and understandings between Operator and OAK #4852-2324-3305 v6 EXHIBIT C-5 9.e co W co 7 Packet Pg. 240 9.e City with respect to the subject matter of this Agreement, and together with the PSA, constitutes the entire agreement between Operator and City with respect thereto. 5.4 Amendments. This Agreement may be amended or modified only by a written instrument executed by Operator and City. 5.5 No Assignment by City. City shall not have the right to assign its rights under this Agreement without Operator's consent. 5.6 Governing Law; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of California, without reference to its choice of law rules. The exclusive venue for any disputes or legal actions shall be the Superior Court of California in and for the County of Los Angeles or the Federal District Court for the Central District of the State of California. 5.7 Waivers. No waiver of any provision of this Agreement or any breach of this Agreement shall be effective unless such waiver is in writing and signed by the waiving Party, and any such waiver shall not be deemed a waiver of any other provision of this Agreement or any other or subsequent breach of this Agreement. 5.8 Successors and Assigns. This Agreement shall be binding upon, and inure a to the benefit of, the Parties hereto and their respective successors, heirs, administrators and assigns. Each reference herein to a specifically named Party shall mean a reference to such Party and to such Party's successors and assigns. 5.9 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the Parties. 5.10 Construction. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meaning ascribed to such capitalized terms in the PSA. This Agreement has been reviewed and revised by legal counsel for Operator and Agency, and no presumption or rule that ambiguities shall be construed against the drafting Party shall apply to the interpretation or enforcement of this Agreement. 5.11 No Joint Venture. Operator and City hereby renounce the existence of any form of agency relationship, joint venture or partnership between Operator and City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Operator. 5.12 Survival of Terms. Any indemnity provided for herein, and any other provision of this Agreement which, by its terms, is to be performed after the Closing, shall OAK #4852-2324-3305 v6 EXHIBIT C-6 Packet Pg. 241 9.e survive the Closing until full performance thereof. The representations, warranties, covenants, terms and conditions of this Agreement shall also survive the Closing. 5.13 Time. Time is of the essence of this Agreement and of the performance of all the terms, covenants and conditions contained in this Agreement. 5.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement. 5.15 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. 5.16. Recordation. This Agreement shall be recorded in the Official Records of the County of Los Angeles following Final Completion of the Project in accordance with the PSA. 5.17 No Brokers. Each Party represents and warrants that it has not had any dealings with any real estate broker, agent, or finder that is entitled to a commission, fee, a or other compensation in connection with this Agreement. �o M 5.18 Legal Advice. Each Party represents and warrants to the other that they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal E advice from their respective legal counsel as to matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any R 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. OAK #4852-2324-3305 v6 EXHIBIT C-7 Packet Pg. 242 IN WITNESS WHEREOF, the Parties have executed this Theatre Operating Covenant as of the date first written above. OPERATOR: LAEMMLE NEWHALL, LLC, a California limited liability company By: [Name, Title] CITY: CITY OF SANTA CLARITA, a California municipal corporation M Kenneth W. Striplin, City Manager Attest: an City Clerk Approved as to form: Joseph Montes, City Attorney OAK #4852-2324-3305 v6 EXHIBIT C-8 9.e Y 0 0 CD Y w E CL 0 w w a `o w m Y E w w a� a w R N R d N R 2 a co M 7 Packet Pg. 243 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ) ss County of 9.e M f0 M r On before me, (Name of Notary) 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. (Notary Signature) OAK #4852-2324-3305 v6 Acknowledgment Packet Pg. 244 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ) ss County of 9.e M f0 M r On before me, (Name of Notary) 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. (Notary Signature) OAK #4852-2324-3305 v6 Acknowledgment Packet Pg. 245 Exhibit A PROPERTY OAK #4852-2324-3305 v6 EXHIBIT A to EXHIBIT 9.e Co w Co 7 Packet Pg. 246 9.e EXHIBIT D RECORDING REQUESTED BY AND AFTER RECORDATION MAIL TO: Laemmle Newhall, LLC 11523 Santa Monica Boulevard Los Angeles, CA 90025 Attention: Greg Laemmle This document is exempt from the payment of a recording fee pursuant to Government Code §§ 6103, 27383 (Space Above This Line for Recorder's Use Only) GRANT DEED (With Covenants) For valuable consideration, the receipt and sufficiency of which is hereby co acknowledged, the Successor Agency to the former Redevelopment Agency of the City of Santa Clarita, a public entity ("Grantor"), hereby grants to Laemmle Newhall, LLC, a w California limited liability company ("Grantee"), the real property (the "Property") located E in the City of Santa Clarita, County of Los Angeles, California, and more particularly a described in Attachment No. 1 attached hereto and incorporated in this grant deed ("Grant Deed") by reference. Grantor and Grantee are referred to herein as a "Party" and R collectively as the "Parties". 1. Covenants. Grantee expressly covenants and agrees for itself, its V R successors and assigns and all persons claiming under or through it, that as to the Property and any improvements constructed or to be constructed thereon, or any part w thereof, or alterations or changes thereto, Grantee and all such successors and assigns L and all persons claiming under or through it, shall use, devote, operate and maintain the 2 Property and the improvements thereon, and every part thereof, to the uses specified and a' in accordance with that certain Purchase, Sale and Grant Agreement between Grantor, Grantee and the City of Santa Clarita, a California municipal corporation, dated as of r 201_ ("PSA"), in accordance with the agreements and covenants set forth in this Grant Deed. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the PSA. E E 2. Prior to Final Completion (as such term is defined in the PSA), the Grantee w shall not, except as permitted by the PSA, sell, transfer, convey, assign or lease the whole or any part of the Property without the prior written approval of the Grantor. This prohibition shall not be deemed to prevent the granting of easements or permits to R OAK #4852-2324-3305 v6 EXHIBIT D-1 Packet Pg. 247 9.e facilitate the development of the Property or to prohibit or restrict the leasing of any part or parts of a building or structure when said improvements are completed. 3. The Grantee covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property. All deeds, leases or contracts made relative to the Property, the improvements thereon or any part thereof shall contain or be subject to substantially the following nondiscrimination clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming w under or through them, that there shall be no discrimination against or segregation of any L person or group of persons on account of race, color, creed, religion, sex, marital status, 2 national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure a or enjoyment of the land herein conveyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, r number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the E land herein conveyed. The foregoing covenants shall run with the land." w (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessess or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, OAK #4852-2324-3305 v6 EXHIBIT D-2 Packet Pg. 248 9.e number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land." 4. Successor Agency Option to Repurchase, Reenter and Repossess. Prior to Final Completion (as such term is defined in the PSA), Grantor shall have the right, in the event of certain specified uncured defaults under the PSA, to repurchase, reenter, and take possession of, the Property referred to above, as provided in Section 5.4 of the PSA. Such right to repurchase, reenter and repossess shall be subject and subordinate to and be limited by and shall not defeat, render invalid or limit: (a) any mortgage, deed of trust or other security instrument permitted by the PSA; or (b) any rights or interests provided in the PSA for the protection of the holder of such mortgages, deeds of trust or other security instruments. Such right to repurchase, reenter and repossess also shall be subject to all leases and licenses that may be entered into by Grantee or it successors or assigns, as lessor or licensor, as the case may be, affecting the Property, or applicable portion thereof. In the event Grantor exercises its right to repurchase, reenter or repossess the Property, or applicable portion thereof, Grantor shall accept title to the Property, or applicable portion thereof, so repurchased or repossessed subject to such mortgages, deeds of trust, other security instruments, leases and/or license agreements previously entered into by Grantee or its successors or assigns to the extent permitted by the PSA. 5. Effect, Duration and Enforcement of Covenants. M r (a) It is intended and agreed that the covenants and agreements set r forth in this Grant Deed shall be covenants running with the land and that they shall be, in w any event and without regard to technical classification or designation, legal or otherwise, to the fullest extent permitted by law and equity, (i) binding for the benefit and in favor of Grantor, its successors and assigns, as beneficiary; and (ii) binding against Grantee, its a successors and assigns to or of the Property and any improvements thereon or any part a thereof or any interest therein, and any Party in possession or occupancy of the Property or the improvements thereon or any part thereof. The agreements and covenants herein R shall be binding on Grantee itself, each successor in interest or assign, and each Party in w possession or occupancy, respectively, only for such period as it shall have title to or an N interest in or possession or occupancy of the Property or part thereof. Anything herein to R the contrary notwithstanding, the Grantor's rights and interests under Section 4 in this Grant Deed and under Section 5.4 of the PSA, including, without limitation, its right to a repurchase, reenter and take possession of the Property, or applicable portion thereof as described in Section 4 above, and the Grantee's obligations under Section 4 of this Grant a Deed and under Section 5.4 of the PSA, shall terminate as to the Property upon the issuance of a temporary certificate of occupancy by City with respect to the Property. Upon the issuance of a temporary certificate of occupancy by City with respect to the Property, the Grantor hereby quitclaims all rights and interests in the Property and the E Grantor shall have no further right to enforce any rights under Section 5.4 of the PSA with respect to the Property. Accordingly, upon issuance of a temporary certificate of occupancy by City, Grantor shall execute, acknowledge and cause to be recorded a w Quitclaim Deed -Final Completion, in the form set forth in Exhibit G-1 to the PSA, evidencing the foregoing termination and quitclaim. OAK #4852-2324-3305 v6 EXHIBIT D-3 Packet Pg. 249 (b) Grantor shall have covenants of which it is stated to be the and/or specific enforcement to cure an subject to Section 5(c) below. the right, in the event of beneficiary, to institute an alleged breach or violatio nany and all of such action for injunction of such covenants, (c) Grantee shall be entitled to written notice from Grantor and have the right to cure any alleged breach or violation of all or any of the covenants set forth in this Grant Deed; provided that Grantee shall cure such breach or violation within 30 days following the date of written notice from Grantor, or in the case of a breach or violation not reasonably susceptible of cure within 30 days, Grantee shall commence to cure such breach or violation within such 30 day period and thereafter diligently to prosecute such cure to completion within a reasonable time. 6. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument encumbering the Property as permitted by the PSA; provided, however, that any successor of Grantee to the Property shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 7. The covenants against discrimination contained in paragraph 3 of this Grant Deed shall remain in perpetuity. 8. The covenants contained in paragraphs 1, 2 and 3 of this Grant Deed shall be binding for the benefit of Grantor and its successors and assigns, and any successor in interest to the Property or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned Parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor and such aforementioned Parties, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and assigns and such aforementioned Parties. 9. Grantee hereby grants to Grantor the option to repurchase the Property hereby conveyed by Grantor and all improvements subsequently constructed thereon upon the terms and provisions more fully set forth in Section 5.4 of the PSA, which provisions are incorporated herein by this reference thereto. As more fully provided in Section 5.4 of the PSA: (a) The term of the option shall commence upon the recordation of this Grant Deed and shall continue until the date a temporary certificate of occupancy has been issued by City. OAK #4852-2324-3305 v6 EXHIBIT D-4 9.e CO W CO 7 Packet Pg. 250 9.e (b) The option shall only be exercisable by Grantor in each and every one of the following circumstances: (1) Grantee's failure to commence construction of the Project improvements on the Property by the time set forth in the Schedule of Performance (Exhibit E to the PSA), subject to Section 6.2 of the PSA, and such failure is not cured within thirty (30) days after written demand by the Grantor. For purposes of this provision, Grantee shall be deemed to "commence construction" when and only when Grantee has commenced construction activities on the Property (which includes grading of the Theatre Property) pursuant to a building permit issued by the City for the construction of the Project improvements to be constructed on the Property as described in the Project Approvals. As used herein, the terms Project, Project Approvals, and Schedule of Performance shall have the same meaning as provided in the PSA. (2) Once construction has been commenced in accordance with id Subparagraph 9(b)(1) above, and subject to an event 2 described in Section 6.2 of the PSA, the abandonment or a substantial suspension of construction by Grantee, or Grantee's failure to diligently prosecute construction of the V improvements through completion, as required by the PSA, where such abandonment, suspension or failure has not been cured within 90 days after written notice thereof from the Grantor. a� (3) If, at any time, Grantee shall, without the prior written consent of Grantor, directly or indirectly, voluntarily or involuntarily, sell or Transfer the Property. For the purpose of this paragraph, the term "Transfer" shall have the same meaning as provided in the PSA. (c) Grantor's option shall be subordinate, and subject to, and be limited by, and shall not defeat, render invalid, or limit: (d) Any mortgage, deed of trust or other security instrument permitted by the PSA; (e) Any rights or interests provided in the PSA for the protection of the holder of such mortgages, deeds of trust or other security instruments. 10. Amendments. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed. For purposes of this OAK #4852-2324-3305 v6 EXHIBIT D-5 Packet Pg. 251 9.e Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and shall not include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property and the Project. 11. Assignment. Grantor's rights and obligations as set forth in this Grant Deed and Section 5.4 of the PSA, may be assigned to the City of Santa Clarita, a California municipal corporation, in accordance with the terms of the Assignment and Assumption Agreement attached as Exhibit F to the PSA. 12. Grantee's Acknowledgment. By its execution of this Grant Deed, Grantee has acknowledged and accepted the provisions hereof. 13. In the event of any express conflict between this Grant Deed and the PSA, then the provisions of this Grant Deed shall control. The foregoing notwithstanding, in the event of any express conflict between the provisions of Section 9 of this Grant Deed and the PSA, then the provisions of the PSA shall control. 14. Counterparts. This Grant Deed may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and a the same instrument. W co SIGNATURES ON FOLLOWING PAGE. OAK #4852-2324-3305 v6 EXHIBIT D-6 Packet Pg. 252 9.e GRANTOR: Successor Agency to the former Redevelopment Agency of the City of Santa Clarita, a public entity Date: , 201 By: ATTEST: Kenneth W. Striplin, Executive Director [SIGNATURE MUST BE NOTARIZED] Secretary M r APPROVED AS TO FORM: Joseph Montes, General Counsel Date: GRANTEE: LAEMMLE NEWHALL, LLC, a California limited liability company 201 _ By: OAK #4852-2324-3305 v6 EXHIBIT D-7 Packet Pg. 253 9.e 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. a M WITNESS my hand and official seal. Y C� C Signature: (seal) w 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. OAK #4852-2324-3305 v6 Acknowledgment Packet Pg. 254 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 #4852-2324-3305 v6 Acknowledgment (seal) 9.e Packet Pg. 255 9.e ACKNOWLEDGMENT 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 M foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OAK #4852-2324-3305 v6 Acknowledgment (seal) Packet Pg. 256 ATTACHMENT NO. 1 LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: OAK #4852-2324-3305 v6 EXHIBIT D -ATTACHMENT 1 9.e co w co 7 Packet Pg. 257 EXHIBIT E SCHEDULE OF PERFORMANCE NOTE: Capitalized terms used below shall have the meaning ascribed to such terms in the Purchase, Sale and Grant Agreement ("Agreement") to which this Exhibit E is attached. All of the dates and deadlines described below shall be subject to extension by the Executive Director pursuant to Section 3.1 of the Agreement or "Force Majeure Delays" or "Agreed Extension of Performance" in accordance with Section 6.2 of the Agreement. Additionally, the Outside Date for Closing shall be extended due to an Environmental Force Majeure Delay in accordance with Section 6.2 of the Agreement. The provisions of the Schedule of Performance are intended as a convenient guideline for the Parties and are not intended to supersede or amend the referenced operative sections listed below. To the extent the operative sections of the Agreement require performance "within the times set forth in the Schedule of Performance", then the dates and deadlines set forth in this Schedule of Performance shall control. In the event of any conflict between this Schedule of Performance and the Agreement, the Agreement shall control. PERFORMANCE ITEM DATE I. EXECUTION OF PSA A. Developer submits Organizational Prior to execution of Documents to Successor Agency. [Section Agreement. 1.2 (3)(a)] B. Successor Agency considers Agreement Within 14 days of Developer's and, if approved, forwards recommendation delivery to the Successor to the Oversight Board. Agency of acceptable Agreement, approved as to form by General Counsel. C. Oversight Board considers approval of Within 30 days of Successor Agreement. Agency recommendation D. If approved by Oversight Board, Developer Within 7 days of Oversight executes Agreement. Board approval E. If approved by Oversight Board, Successor Within 7 days of Oversight Agency executes Agreement. Board approval II. DEVELOPER SITE INSPECTION/DUE DILIGENCE PERIOD OAK #4852-2324-3305 v6 EXHIBIT E-1 9.e M M r Packet Pg. 258 PERFORMANCE ITEM DATE A. Developer completes independent Upon earlier of (i) 30 days investigation and provides written notice to following receipt of notice of Successor Agency approving or completion of UST Removal disapproving Site Condition. [Section 2.15] Work by Mixed Use Developer, or (ii) 5 days prior to Outside Date for Close of Escrow. B. If Site Condition disapproved or deemed Prior to Outside Date for Close disapproved, Successor Agency or Agency of Escrow. may terminate Agreement. [Section 2.15] III. FINANCING A. Developer submits evidence of property (1) 30 calendar days following acquisition and construction equity and debt Date of Agreement financing ("Sources and Uses"). [Section 3.7] (2) 30 calendar days following approval of Project Approvals (3) 30 calendar days following Developer's receipt of a commitment letter from its construction lender (4) no less than 5 calendar days following Developer's receipt of final loan documents B. Successor Agency approves Sources and Within 30 days of Developer Uses. [Section 3.7] submittal of Sources and Uses based on the milestones listed above. C. Developer submits to Successor Agency Within 60 days following pre -appraisal of Project. [Section 3.7] approval of Project Approvals. D. Developer submits to Successor Agency Within 30 days following final construction plan appraisal of Project. Developer's submission of [Section 3.7] application and plans for all building permits to City. OAK #4852-2324-3305 v6 EXHIBIT E-2 9.e co W co 7 Packet Pg. 259 PERFORMANCE ITEM DATE E. Developer submits to Successor Agency No later than 5 days prior to the un -redacted guaranteed maximum price Outside Date for Close of construction contract for Project. [Section Escrow. 3.7] F. Developer submits to Successor Agency Within 60 days following evidence of its loan submission for approval of Project Approvals. construction financing of Project. [Section 3.7] G. Developer submits to Successor Agency No later than 5 days prior to the evidence of approval of construction Outside Date for Close of financing of Project. [Section 3.7] Escrow. H. Developer submits to Successor Agency No later than 90 days following evidence of its loan submission for commencement of permanent financing of Project. [Section construction of Project. 3.7] I. Developer submits to Successor Agency Prior to or concurrent with evidence of approval of permanent Substantial Completion of financing of Project. [Section 3.7] Project. IV. ESCROW / REVIEW OF TITLE A. Successor Agency and Developer open Within 3 calendar days Escrow and Developer deposits into Escrow following the Date of the Developer Deposit. [Sections 2.2 and Agreement. 2.7] B. Successor Agency delivers to Developer a Within 30 days following the Title Report and all documents underlying approval of the Certificate of the Exceptions set forth in the Title Report Compliance for the Theatre for the Theatre Property. [Section 2.10] Property. C. Developer approves or disapproves Title Within 30 days following Report, Exceptions and ALTA Survey. Successor Agency's delivery of [Section 2.10] Title Report and all Exceptions to Developer [Note: ALTA Survey provided to Developer as of Date of Agreement per Section 2.13] OAK #4852-2324-3305 v6 EXHIBIT E-3 9.e co W co 7 Packet Pg. 260 PERFORMANCE ITEM DATE D. Successor Agency removes disapproved Within 30 days following Exceptions, provides assurances Successor Agency's receipt of satisfactory to Developer that they will be Developer's notice of removed, or indicates Exceptions will not be disapproval. removed. [Section 2.10] E. Developer notifies Successor Agency of Within 15 days following acceptance of Exceptions or intention to Successor Agency's terminate Agreement. [Section 2.10] notification that Exceptions will not be removed. V. CONDITIONS PRECEDENT TO CLOSING A. Oversight Board approves Agreement. Prior to Outside Date for [Section 2.3] Closing. B. Successor Agency, City and Developer Prior to Outside Date for shall have each executed, acknowledged Closing. and delivered into Escrow, as appropriate, the Grant Deed, Assignment and Assumption Agreement, Theatre Operating Covenant, Site Preparation Grant Escrow Agreement, Operating Covenant Grant Escrow Agreement and all other documents required pursuant to Sections 2.9 (1), 2.9 (2) and 2.9 (3). Escrow Agent shall have executed the Site Preparation Grant Escrow Agreement and Operating Covenant Grant Escrow Agreement. [Sections 2.4 (2), 2.5 (2) and 2.6 (2)] C. Developer and Mixed Use Developer shall Prior to Outside Date for have executed, acknowledged and Closing. delivered into Escrow a document conveying an easement to Developer for ingress, egress and utilization of the plaza/courtyard area of the Mixed Use Property. [Section 2.6 (13)] OAK #4852-2324-3305 v6 EXHIBIT E-4 9.e co W co 7 Packet Pg. 261 PERFORMANCE ITEM DATE D. City shall have delivered the Purchase Price Prior to Outside Date for and Developer shall have delivered all other Closing. closing costs to Escrow. [Sections 2.4 (3) and 2.5 (3)]. City shall have delivered the Site Preparation Grant and Operating Covenant Grant to Escrow. [Section 2.6 (3)] E. Successor Agency and City shall have Prior to Outside Date for approved Developer's Sources and Uses Closing. pursuant to Section 3.7 [Sections 2.4 (4) and 2.5 (4)]; Developer shall have secured and provided evidence of ready and available funds [Sections 2.4 (5), 2.5 (5) and 2.6 (7)]; and Developer's construction loan shall have closed or be ready to close. [Sections 2.4 (6), 2.5 (6) and 2.6 (7)] F. Developer shall have secured the Project Prior to Outside Date for Approvals, which shall be final and Closing. non -appealable and approved by Developer [Sections 2.4 (8), 2.5 (8) and 2.6 (4)], and all demolition, grading and building permits shall be ready to be issued by City. [Sections 2.4 (7), 2.5 (7) and 2.6 (5)] G. Developer shall have accepted or waived all Prior to Outside Date for disapproved Exceptions and approved the Closing. Condition of Title pursuant to Section 2.10. [Section 2.6 (6)] H. Mixed Use Developer shall have completed Prior to Outside Date for the UST Removal Work and Developer shall Closing. have accepted or waived the Site Condition pursuant to Section 2.15. [Sections 2.4 (10), 2.5(11) and 2.6(11)] I. Developer shall have provided to Successor Prior to Outside Date for Agency and City the insurance policies Closing. required by Section 3.8. [Sections 2.4 (9) and 2.5 (9)] OAK #4852-2324-3305 v6 EXHIBIT E-5 9.e co W co Packet Pg. 262 PERFORMANCE ITEM DATE J. Neither Developer, Successor Agency nor Prior to Outside Date for City shall be in default under the Closing. Agreement. [Sections 2.4 (1), 2.5 (1) and 2.6 (1)] K. There shall be an absence of any pending Prior to Outside Date for governmental, administrative or legal Closing. proceeding which would materially and adversely affect Developer's intended uses of the Theatre Property, development of the Project, or value of the Theatre Property. [Section 2.6 (8)] L. There shall have been no material adverse Prior to Outside Date for change to the physical, environmental or Closing. title condition of the Theatre Property. [Section 2.6 (9)] M. Successor Agency shall have demonstrated Prior to Outside Date for to Developer the ability to deliver fee title to Closing. the Theatre Property free of any parties in possession. [Section 2.6 (10)] N. City shall have acquired fee title to the Prior to Outside Date for Parking Parcel and awarded a design build Closing. contract for the parking Project in accordance with Section 4.9, and approved and executed an easement deed in favor of Mixed Use Developer for ingress and egress over the Parking Parcel. [Sections 2.4 (11), 2.5 (10) and 2.6 (12)] O. Close of Escrow for conveyance of Theatre Within 30 days after the Property from Successor Agency to satisfaction or waiver by the Developer. [Section 2.8] appropriate party, of the Joint Condition Precedent, Successor Agency Conditions Precedent, City Conditions Precedent and Developer Conditions Precedent. P. Outside Date for Closing. [Section 2.8] March 31, 2018 VI. ENTITLEMENT PROCESS OAK #4852-2324-3305 v6 EXHIBIT E-6 9.e co W co 7 Packet Pg. 263 PERFORMANCE ITEM DATE Land Use Approvals/Design Review A. Developer submits administrative draft Within 300 days of the Date of Design Review packet to City. [Section 3.3] Agreement. B. City provides comments to Developer on Within 30 days following City's administrative draft Design Review packet receipt of administrative draft (DRC). Design Review packet. C. Developer submits Final Design Review Within 30 days following packet to City. receipt of City comments on administrative draft Design Review packet. D. City determines if Final Design Review Within 21 days following City's packet is complete. receipt of Final Design Review packet. E. City publishes Public Noticing for Planning 21 days prior to the next Commission Meeting, if needed. available Planning Commission meeting date following City's determination that Final Design Review packet is complete. The Planning Commission meets once a month and does not meet in August. F. If needed, Planning Commission meets, Within 30 days of the date of considers and takes action on Final Design the publication of the public Review application. hearing notice. Certificate of Compliance A. Developer prepares plat map and legal Concurrent with land use description of Theatre Property. approval/design review. B. City considers Certificate of Compliance. Concurrent with land use approval/design review. Grading/Earthwork OAK #4852-2324-3305 v6 EXHIBIT E-7 9.e co W co 7 Packet Pg. 264 PERFORMANCE ITEM DATE A. Developer submits application and plans for Within 90 days following grading/earthwork permits. [Section 2.4.7, approval of Land Use 3.1 and 3.4] Entitlement/Design Review. B. City plan checks grading/earthwork plans Within 45 days following and submits correction comments to Developer submission of Developer. grading application and plans for grading permits. C. Developer corrects grading/earthwork plans Within 30 days following City and resubmits for approval. submission of plan check corrections. D. City rechecks grading/earthwork plans and Within 45 days following issues permit or identifies corrections Developer submission of necessary to obtain a permit. corrected grading plans. E. If permit is not issued, Developer makes Within 14 days following City's corrections necessary for grading/earthwork identification of corrections plan approval and resubmits for permit. necessary to obtain a permit. F. City issues grading/earthwork permit or Within 30 days following Agency issues notice of default to Developer submission of Developer. corrected grading plans or Close of Escrow, whichever is later. Construction Permits A. Developer shall submit application and plan Within 120 days following submissions for all building permits ("Plan approval of Land Use Submission"). [Section 2.4.8, 3.1 and 3.4] Approvals/Design Review. B. City plan checks building plans of Plan Within 45 days of receipt of Submission and submits correction Plan Submission. comments to Developer. C. Developer makes all building plan Within 45 days following corrections and resubmits for comment. receipt of City's plan check corrections. D. City rechecks building plans and submits Within 30 days following correction comments to Developer. receipt of Developer's resubmission. OAK #4852-2324-3305 v6 EXHIBIT E-8 9.e co W co 7 Packet Pg. 265 PERFORMANCE ITEM DATE E. Developer makes all building plan Within 30 days following corrections necessary for building plan receipt of City's plan check approval and resubmits for permit. corrections. F. City issues building permit or identifies all Within 15 days following outstanding correction items necessary to receipt of Developer's obtain a building permit. resubmission. G. Developer makes all building plan Within 15 days following corrections necessary to obtain building receipt of City's plan check plan approval and resubmits for permit. corrections. H. City issues building permit or Agency issues Within 15 days following notice of default to Developer. receipt of Developer's resubmission, or Close of Escrow, whichever is later. VII. CONSTRUCTION A. Developer commences grading/earthwork. Within 150 days following Close of Escrow. B. Developer commences construction of the Within 150 days following the Project. [Sections 3.1 and 3.5] later of issuance of building permits or completion of grading/earthwork. C. Developer completes Project construction Within 13 months following (excludes tenant improvements for the commencement of retail/restaurant/commercial components). construction. Recordation of Quitclaim Deed A. City shall record Quitclaim Deed. [Sections Within 30 calendar days 3.1 and 5.4] following Final Completion of the Project. OAK #4852-2324-3305 v6 EXHIBIT E-9 9.e co W co 7 Packet Pg. 266 9.e EXHIBIT F ASSIGNMENT AND ASSUMPTION AGREEMENT RECORDING REQUESTED BY WHEN RECORDED MAIL TO: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: City Manager This document is exempt from the payment of a rec fee pursuant to Government Code §§ 6103, 27383 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into as of the day of 201_, by and among the Successor Agency to the former Redevelopment Agency of the City of Santa Clarita, a public entity ("Assignor"), the City of Santa Clarita, a California municipal corporation ("Assignee"), and Laemmle Newhall, LLC, a California limited liability company ("Developer"). a Assignor, Assignee and Developer are referred to herein individually as a "Party" and M collectively as the "Parties". RECITALS A. Assignor, acting to carry out its obligations under the Community Redevelopment Dissolution Law of the State of California (Health and Safety Code §§ 34161 et seq.), and the terms of the Long Range Property Management Plan ("LRPMP") prepared by the Assignor dated December 17, 2013, and approved by the Oversight Board to the Successor Agency of the Santa Clarita Redevelopment Agency ("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, Assignor has entered into that certain Purchase, Sale and Grant Agreement dated , 2016, with Developer and Assignee ("PSA") with respect to the Site. B. The PSA provides, among other things, for (1) Assignor's sale of the Site to Developer at fair market value, and (2) Developer's redevelopment of the Site with a multi -screen (no less than six (6) screens) movie theatre, with ancillary office space and ground floor retail, within a multi -story, approximately 20,800 square foot building ("Project"). C. Developer is the fee owner of the real property subject to the PSA more particularly described in Exhibit 1 attached hereto and incorporated herein ("Site"), pursuant to the terms of that certain Grant Deed dated , 201, between Assignor, as Grantor, and Developer, as Grantee, recorded in the Official Records of Los OAK #4852-2324-3305 v6 EXHIBIT F-1 Packet Pg. 267 9.e Angeles County on 201, as Instrument No. ("Deed"). D. As more particularly set forth in the Deed and subject to the terms and conditions of the PSA, Assignor retained the option to repurchase, reenter and repossess the Site in the event (i) Developer failed to timely commence construction of the Project improvements on the Site, (ii) once construction has been commenced, Developer abandoned or substantially suspended construction of the Project improvements on the Site, or (iii) Developer, without the prior written consent of Assignor, transferred the Site prior to issuance of a temporary certificate of occupancy by City as defined in the PSA. E. Assignor desires to assign to Assignee and Assignee desires to assume all rights and obligations of Assignor under the Deed. Upon execution of this Agreement and transfer to Assignee, Assignor desires to be released from any and all obligations under the Deed. AGREEMENT NOW, THEREFORE, Assignor, Assignee and Developer hereby agree as follows: 1. Assignment by Assignor. Assignor hereby assigns, transfers and grants to a Assignee, and its successors and assigns, all of Assignor's rights, title and interest and obligations, duties, responsibilities, conditions and restrictions under the Deed whether accruing on or after the Effective Date (defined in Section 16 below) (collectively, "Rights and Obligations"). 2. Acceptance and Assumption by Assignee. Assignee, for itself and its successors and assigns, hereby accepts such assignment and assumes all such Rights and Obligations. Assignee agrees, expressly for the benefit of Developer, to comply with, perform and execute all of the covenants and obligations of Assignee arising from or under the Deed. 3. Release of Assignor. Assignee and Developer hereby fully release Assignor from all Rights and Obligations. Assignor, Assignee and Developer hereby acknowledge that this Agreement is intended to fully assign all of Assignor's Rights and Obligations to Assignee, and it is expressly understood that Assignor shall not retain any Rights and Obligations whatsoever. For avoidance of doubt, in no case shall this Agreement release Assignor from any of its obligations under the PSA. 4. Substitution of Assignor. Assignee hereafter shall be substituted for and replace Assignor in the Deed. Whenever the term "Grantor" appears in the Deed it shall hereafter mean Assignee. 5. Assignor and Assignee Agreements and Waivers. a. Assignee represents and warrants to Developer as follows: OAK #4852-2324-3305 v6 EXHIBIT F-2 Packet Pg. 268 9.e i. Authority. Assignee is a California municipal corporation, duly s organized under the laws of the State of California. Assignee has full right, power and o lawful authority to perform its obligations hereunder and the execution, performance and m Y delivery of this Agreement by Assignee has been fully authorized by all requisite actions. ii. No Conflict. Assignee's execution, delivery and performance CL ° Z of its obligations under this Agreement will not constitute a default or a breach under any 'w contract, agreement or order to which Assignee is a Party or by which it is bound. iii. No Assignee Bankruptcy. Assignee is not the subject of any w voluntary or involuntary bankruptcy proceeding, and there has been no general 4 assignment or general arrangement for the benefit of any of Assignee's creditors, and no E trustee or receiver has been appointed to take possession of substantially all of the w assets of Assignee. a w iv. Litigation. To the best of Assignee's knowledge, there are no N actions, suits, material claims, legal proceedings, or any other proceedings affecting the V Site or any portion thereof, at law or in equity before any court or governmental agency, w domestic or foreign. L 2 V. No Assignee Member Financial Interest. No member, official a or employee of Assignee has any personal interest, direct or indirect, in this Agreement, the Site, the improvements thereon, or in any other development project or business venture involving Developer. Y b. Developer hereby acknowledges and agrees that Assignor and E Assignee have not made, and will not make, any representation or warranty that the assignment and assumption of the Deed provided for hereunder will have any particular a tax implications for Developer. t� C. Assignor and Developer acknowledge and agree that the Rights and V Obligations have been fully assigned to Assignee by this Agreement and, accordingly, that Assignee shall have the exclusive right to assert any claims against Developer with N respect to such Rights and Obligations. Accordingly, without limiting any claims of Assignee under the Deed, Assignor hereby waives and releases any and all claims or potential claims by Assignor against Developer to the extent arising directly or indirectly 2 out of the Deed. a 6. Release of Rights and Obligations. Anything herein to the contrary R notwithstanding, the Assignee's rights and interests under Section 5.4 of the PSA and the Deed, and the Developer's obligations under Section 5.4 of the PSA and the Deed, shall terminate as to the Site upon Final Completion of the Project as provided in the PSA. E Upon Final Completion of the Project as provided in the PSA, the Assignee hereby E quitclaims all rights and interests in the Site and the Assignee shall have no further right to enforce any rights under Section 5.4 of the PSA and the Deed with respect to the Site. Accordingly, upon Final Completion of the Project as provided in the PSA, Assignee shall E execute, acknowledge and cause to be recorded a Quitclaim Deed -Final Completion, in R OAK #4852-2324-3305 v6 EXHIBIT F-3 Packet Pg. 269 9.e the form set forth in Exhibit G-1 to the PSA, evidencing the foregoing termination and quitclaim. 7. PSA, Deed, in Full Force and Effect. Except as specifically provided herein with respect to the assignment, all the terms, covenants, conditions and provisions of the PSA and the Deed are hereby ratified and shall remain in full force and effect. 8. Recording. Assignor shall cause this Agreement to be recorded in the Official Records of Los Angeles County, California, and shall promptly provide conformed copies of the recorded Agreement to Assignee and Developer. 9. Successors and Assigns. Subject to the restrictions on transfer set forth in the Deed, all of the terms, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, successors and assigns. 10. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications shall be: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 M �o Santa Clarita, CA 91355 Attention: Kenneth W. Striplin, City Manager With a copy to: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Joseph Montes, City Attorney 11. Applicable Law/Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of Los Angeles, State of California. 12. Interpretation. All Parties have been represented by counsel in the preparation and negotiation of this Agreement and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; and (e) "includes" and "including" are not limiting. OAK #4852-2324-3305 v6 EXHIBIT F-4 Packet Pg. 270 9.e 13. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. 14. Severability. Except as otherwise provided herein, if any provision(s) of this Agreement is (are) held invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the Parties. 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the Parties to this Agreement had executed the same counterpart. 16. Effective Date. The Effective Date of this Agreement shall be the date upon which it is recorded in the Official Records of the Los Angeles County Recorder ("Effective Date"). IN WITNESS WHEREOF, Assignor, Assignee and Developer have entered into this Agreement as of the date first above written. ASSIGNOR: �o M Successor Agency to the former Redevelopment Agency of the City of Santa Clarita, a public entity E Date: , 201 By: Kenneth W. Striplin, Executive Director [SIGNATURE MUST BE NOTARIZED] ATTEST: Secretary APPROVED AS TO FORM: OAK #4852-2324-3305 v6 EXHIBIT F-5 Packet Pg. 271 Joseph Montes, General Counsel ATTEST: , City Clerk APPROVED AS TO FORM: Joseph Montes, City Attorney ASSIGNEE: City of Santa Clarita, a California municipal corporation 201_ By: Kenneth W. Striplin, City Manager [SIGNATURE MUST BE NOTARIZED] DEVELOPER: LAEMMLE NEWHALL, LLC, a California limited liability company 201_ By: OAK #4852-2324-3305 v6 EXHIBIT F-6 9.e co w co r Packet Pg. 272 Exhibit 1 Site Legal Description THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: OAK #4852-2324-3305 v6 Exhibit F - Exhibit 1 9.e Packet Pg. 273 Recording requested by, and when recorded return to: Laemmle Newhall, LLC 11523 Santa Monica Boulevard Los Angeles, CA 90025 Attention: Greg Laemmle EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103,27383 EXHIBIT G-1 QUITCLAIM DEED (Final Completion) 9.e For good and valuable consideration, the receipt of which is hereby A acknowledged, the City of Santa Clarita, a municipal corporation ("Grantor"), successor by assignment to the Successor Agency to the former Redevelopment Agency of the City a of Santa Clarita, a public entity ("Successor Agency"), pursuant to the terms of that M certain Assignment and Assumption Agreement between Grantor and Successor Agency dated , 201, and recorded , 201, as Instrument No. Official Records of County of Los Angeles, California, hereby quitclaims to Laemmle Newhall, LLC, a California limited liability company ("Grantee"), all of Grantor's right, title, w and interest in and to the real property located in the City of Santa Clarita, County of Los a Angeles, California, and more particularly described in Attachment No. 1 attached hereto and incorporated in this Quitclaim Deed by reference ("Property"). This Quitclaim Deed is being recorded to extinguish and terminate that certain option to repurchase the Property in favor of the Grantor, as set forth in the Grant Deed dated 201_, and recorded 201_, as Instrument No. Official Records of County of Los Angeles ("Grant Deed"). Accordingly, Sections 2, 4, 5 and 9 of the Grant w Deed are hereby deleted in their entirety and shall no longer be of any force or effect. r GRANTOR: CITY OF SANTA CLARITA, a municipal corporation Date: , 201 By: Kenneth W. Striplin, City Manager OAK #4852-2324-3305 V6 EXHIBIT G-1 Packet Pg. 274 [SIGNATURE MUST BE NOTARIZED] ATTEST: City Clerk APPROVED AS TO FORM: Joseph Montes, City Attorney OAK #4852-2324-3305 v6 EXHIBIT G-2 9.e Packet Pg. 275 Attachment No. 1 PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: OAK #4852-2324-3305 v6 EXHIBIT G —Attachment 1 9.e Packet Pg. 276 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ss County of On , before (Name of Notary) 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. (Notary Signature) OAK #4852-2324-3305 v6 EXHIBIT G-1 9.e co W co 7 Packet Pg. 277 Recording requested by, and when recorded return to: Laemmle Newhall, LLC 11523 Santa Monica Boulevard Los Angeles, CA 90025 Attention: Greg Laemmle EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103,27383 EXHIBIT G-2 QUITCLAIM DEED (Close of Escrow) 9.e For good and valuable consideration, the receipt of which is hereby A acknowledged, the City of Santa Clarita, a California municipal corporation ("Grantor"), hereby quitclaims to Laemmle Newhall, LLC, a California limited liability company a ("Grantee"), all of Grantor's right, title, and interest in and to the real property located in M the City of Santa Clarita, County of Los Angeles, California, and more particularly described in Attachment No. 1 attached hereto and incorporated in this Quitclaim Deed by reference ("Property"). This Quitclaim Deed is being recorded to extinguish and terminate all beneficial interest in the Property in favor of the Grantor, inclusive of any w interest held by Grantor in its capacity as successor to the housing assets and functions a previously performed by the former Redevelopment Agency to the City of Santa Clarita, pursuant to Health and Safety Code §34176. GRANTOR: CITY OF SANTA CLARITA, a municipal corporation Date: , 201 By: Kenneth W. Striplin, City Manager [SIGNATURE MUST BE NOTARIZED] ATTEST: OAK #4852-2324-3305 V6 EXHIBIT G-2 Packet Pg. 278 City Clerk APPROVED AS TO FORM: Joseph Montes, City Attorney OAK #4852-2324-3305 v6 EXHIBIT G-3 9.e Packet Pg. 279 Attachment No. 1 PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: OAK #4852-2324-3305 v6 EXHIBIT G —Attachment 1 9.e Packet Pg. 280 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ss County of On , before (Name of Notary) 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. (Notary Signature) OAK #4852-2324-3305 v6 Acknowledgement 9.e co W co 7 Packet Pg. 281 9.e EXHIBIT H RIGHT OF ENTRY PERMIT ISSUED TO: Laemmle Newhall, LLC ("Developer") 11523 Santa Monica Blvd. Los Angeles, CA 90025 Attention: Greg Laemmle Facsimile: Phone: Cell Phone: PERMISSION IS HEREBY GRANTED to Developer and its agents, representatives, officers, officials, employees, contractors, and subcontractors to enter upon the property, as hereinafter defined, of the City of Santa Clarita as Successor Agency to the Santa a Clarita Redevelopment Agency, a public entity (`Owner"), subject to the conditions set M forth in this Right of Entry Permit ("Permit"): Property. This Permit is limited to a portion of certain real property bound by Main Street, Lyons Avenue, Railroad Avenue and Ninth Street in the City of Santa Clarita, identified as a portion of Assessor Parcel Numbers 2831-007-900 through 2831-007-904, depicted in Exhibit A attached hereto and incorporated herein by this reference (the "Property"). 2. Purpose. This nonexclusive and temporary Permit is limited to the following purposes: Developer shall have the right of ingress and egress across the Property for the sole purpose of undertaking geotechnical investigations, environmental sampling and testing of soil and groundwater for the presence of hazardous materials, environmental audits, storm water retention analysis, adequacy of utilities including water, sewer, gas and electricity, and other investigations, studies and analysis that Developer deems appropriate in order to compete its review, inspection and investigation of the Property. Developer shall be solely responsible for the handling, transportation and disposal of investigative derived waste from its soil and groundwater sampling and testing activities and shall sign any manifests for the disposal of such waste as the "Generator" thereof. Developer shall not install any groundwater wells on the Property, nor shall Developer store any investigative derived waste on the Property without Owner's prior written consent. Developer shall provide Owner copies of all sampling and testing plans and all OAK #4852-2324-3305 v6 EXHIBIT H-1 Packet Pg. 282 9.e results of its geotechnical investigations and environmental sampling and testing of soil and groundwater. For purposes of this Permit, "hazardous materials" means any substance, material, or waste which is or 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. For purposes of this Permit, "Environmental Laws" means, collectively: (i) the a Comprehensive Environmental Response, Compensation and Liability Act, as a amended, 42 U.S.C. § 9601, et seq., (ii) the Hazardous Materials Transportation w Act, as amended, 49 U.S.C. § 1801, et seq., (iii) the Resource Conservation and N Recovery Act, as amended, 42 U.S.C. § 6901, et seq., (iv) the Federal Water R Pollution Control Act, as amended, 33 U.S.C. § 1251, etseq., (v) the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq., (vi) the Toxic Substances Control Act, as R amended, 15 U.S.C. § 2601, et seq., (vii) the Clean Water Act, as amended, 33 2 U.S. Code § 1251, et seq., (viii) the Oil Pollution Act, as amended, 33 U.S.C. § a 2701, et seq., (ix) California Health & Safety Code § 25100, et seq. (Hazardous Waste Control), (x) the Hazardous Substance Account Act, as amended, Health & Safety Code § 25300, et seq., (xi) the Unified Hazardous Waste and Hazardous Materials Management Regulatory Program, as amended, Health & Safety Code § 25404, et seq., (xii) Health & Safety Code § 25531, et seq. (Hazardous Materials Management), (xiii) the California Safe Drinking Water and Toxic Enforcement Act, a as amended, Health & Safety Code § 25249.5, et seq., (xiv) Health & Safety Code § 25280, et seq. (Underground Storage of Hazardous Substances), (xv) the R California Hazardous Waste Management Act, as amended, Health & Safety Code § 25170.1, et seq., (xvi) Health & Safety Code § 25501, et seq., (Hazardous Materials Response Plans and Inventory), (xvii) Health & Safety Code § 18901, et R seq. (California Building Standards), (xviii) the Porter -Cologne Water Quality N Control Act, as amended, California Water Code § 13000, et seq., (xix) California R Fish and Game Code §§ 5650-5656, (xx) the Polanco Redevelopment Act, as amended, Health & Safety Code § 33459, et seq., (xxi) Health & Safety Code § a 25403, et seq. (Hazardous Materials Release Cleanup), and (xxii) any other federal, state or local laws, ordinances, rules, regulations, court orders or common law related in any way to the protection of the environment, health or safety. w Owner agrees to allow Developer to use the Property in the manner described above subject to the following conditions: a. Developer shall not access the Property prior to 7:00 am or after 6:00 p.m. Monday through Friday or on the weekend at any hour without the prior approval of the Owner. OAK #4852-2324-3305 v6 EXHIBIT H-2 Packet Pg. 283 9.e b. Developer shall notify Owner via email no later than twenty-four (24) hours prior to entry onto the Property and shall identify all individuals who will enter on the property and the company for whom they are employed. Developer shall notify Jason Crawford, Manager of Economic Development and Marketing at Icrawford@santa-clarita.com, and Joseph Montes, General Counsel at jmontes@bwslaw.com on behalf of Owner. c. Developer shall commence any and all work or activities on or use of the Property at its sole cost and expense and Owner shall not incur any cost or expense. d. Developer shall perform all work in strict conformance with all Environmental Laws, and no soil may be stockpiled on the Property and no equipment or materials may be stored on the Property without Owner's prior written consent. To the extent Developer's activities generate soil cuttings or spoils which must be temporarily stockpiled, Developer shall promptly advise Owner of such fact, and upon Owner's consent to temporarily place such waste on the Property, Developer shall place visquene beneath and over any such temporarily stockpiled soils on the Property. e. Any and all Mechanic's Liens filed on account of the work performed by Developer on the Property pursuant to this Permit shall be promptly cured by Developer's a payment thereof and the recording of applicable Release of Mechanic's Liens, or M Developer shall post a statutory mechanic's lien release bond in lieu thereof within seven (7) days after the filing of each such Mechanic's Lien. 3. Term. Developer's right to utilize the Property shall commence upon execution of this Permit by Owner and Developer and shall continue for a period of thirty (30) calendar days thereafter, at which time this Permit shall expire. Unless terminated by Owner or Developer as provided herein, this Permit shall automatically renew for an additional thirty (30) calendar day period after expiration of the prior thirty (30) calendar day period. Notwithstanding the foregoing, this Permit may be terminated by Owner or Developer upon providing twenty-four (24) hours prior written notice to the other. Upon termination of this Permit, Developer shall restore the Property to its condition prior to Developer's entry and repair any damage to the Property caused by their use of the Property. 4. Assumption of Risk and Releases. Each person entering upon the Property under this Permit shall do so at its own risk. On behalf of itself and its agents, representatives, assigns, heirs, spouses, successors -in -interest, executors, administrators, employees, contractors and sub -contractors ("Releasors"), Developer assumes all risk of entering the Property and agrees that the Owner, the City of Santa Clarita, and their respective officers, agents, employees and volunteers are released and shall not be liable in any manner for injury to or death of Releasors or their respective officers, employees or agents or for damage to property of Releasors arising from any cause. This release applies to all potential future claims and Developer on behalf of itself and the Releasors agrees to waive OAK #4852-2324-3305 v6 EXHIBIT H-3 Packet Pg. 284 9.e any and all rights pursuant to Section 1542 of the California Civil Code, which reads as follows: "A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 5. Indemnification. Developer agrees on behalf of itself and its Releasors that the w Owner and the City of Santa Clarita shall not be liable for any bodily injury, sickness, disease or death of any person or damages to any property or any w person pursuant to this Permit and that Developer shall be responsible for any liability, cost, expenses or claim associated with injuries to or death of any person E or damage to property related directly or indirectly to any act or failure to act arising w from the activities under this Permit. Developer agrees on behalf of itself and its a Releasors to indemnify, defend and hold harmless the Owner and the City of Santa Clarita and their respective officials, officers, employees, consultants, N agents and volunteers (collectively, the Indemnitees), from any and all actions, R claims and liability for any loss or damage, including, but not limited to, bodily injury, sickness, disease or death of any person or damage to any property, tangible or intangible, resulting from the execution of this Permit or the entry upon 2 the Property, and from all costs and expenses, including reasonable attorneys' a fees, arising there from, except for any claim arising from the sole negligence or willful misconduct of an Indemnitee. This indemnification shall survive termination of this Permit. r 6. Liability Insurance. Developer shall at all times during the term of this Permit maintain the following insurance coverage in connection with the use of the Property by Developer and its agents, representatives, employees, contractors or subcontractors. a. Insurance: For the duration of the term, Developer shall procure and maintain with an insurance company acceptable to Owner, the following types of insurance (and limits) written on an occurrence basis: COVERAGE LIMITS Worker's Statutory Compensation Employer's Liability $2,000,000 each occurrence OAK #4852-2324-3305 v6 EXHIBIT H-4 Packet Pg. 285 General Liability $2,000,000 combined single limit for each occurrence, $5,000,000 (bodily injury & umbrella property damage) Automobile Liability (bodily injury & property damage) Contractor's Pollution Liability $2,000,000 combined single limit for each occurrence $1,000,000 per accident or claim b. Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the Owner. C. Other Insurance Provision: The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provision: i. The Indemnitees are to be covered as additional insured as respects: liability arising out of activities performed by or on behalf of Developer under this Permit; products and completed operations of the Developer; premises owned, occupied or used by Developer; or automobiles owned, leased, hired or borrowed by Developer. The coverage shall contain no special limitations on the scope of protection afforded to the Indemnitees. ii. For any claims related to this Permit, Developer's insurance coverage shall be primary insurance as respects the Indemnitees. Any insurance or self-insurance maintained by the Indemnitees shall be excess of Developer's insurance and shall not contribute with it. iii. Any failure to comply with reporting or other provisions of the policies provided by Developer, including breaches of warranties, shall not affect coverage provided to the Indemnitees. iv. Developer's insurance shall apply separately to each insured against whom claim is made or suit is brought. V. Each insurance policy required shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to Owner. OAK #4852-2324-3305 v6 EXHIBIT H-5 9.e co W co 7 Packet Pg. 286 9.e d. The Worker's Compensation and Employers Liability policies shall be endorsed to provide Waivers of Subrogation waiving all rights of subrogation against the Indemnitees. e. Acceptability of Insurers: Insurance is to be placed with insurers admitted in California with a current A.M. Best's rating of no less than A:VII. f. Verification of Coverage: Developer shall furnish the Owner with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms utilized by Developer's insurer in its normal course of business and are to be received and approved by Owner before Developer enters upon and utilizes the Property pursuant to this Permit. g. Subcontractors: Developer shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. 7. Assignment. Developer shall not assign or otherwise transfer any rights under this a Permit and any purported assignment or transfer shall be void and effectuate the automatic revocation of this Permit. Y 8. Compliance with Laws. Developer shall obtain and maintain all permits and approvals required for the activities under this Permit and shall comply with all laws E now in effect or that become effective during the term of this Permit. 9. No Dedication. Nothing contained in this Permit shall be deemed a gift or dedication of any portion of the Property to or for the general public or for any public purpose whatsoever. This Permit shall be strictly limited to and for the purposes expressed within. 10. Rights Limited. This Permit shall not be construed to grant any real property or other rights to Developer in the Property. Further, nothing herein shall preclude Owner from using the Property or allowing third parties to utilize the Property in a manner that would frustrate or impair Developer's use in accordance with this Permit. 11. Governing Law; Attorneys' Fees. This Permit shall be construed and enforced in accordance with and governed by the laws of the State of California. In the event that either party institutes any action, suit or other dispute resolution proceeding based on this Permit against the other party, each party shall be solely responsible for all of their costs and expenses associated therewith including but not limited to reasonable attorneys' fees and courts costs. OAK #4852-2324-3305 v6 EXHIBIT H-6 Packet Pg. 287 12. Counterparts. This Permit may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. 13. Authority to Contract. Developer hereby represents and warrants to Owner that in accordance with its by-laws and all operative rules and procedures, it has duly authorized the undersigned officer of Developer to enter into and execute this Permit and to carry out, fulfill and perform all promises, conditions and obligations contained herein. Developer: LAEMMLE NEWHALL LLC an Greg Laemmle, Principal Date: 2016 Owner: CITY OF SANTA CLARITA AS SUCCESSOR AGENCY TO THE SANTA CLARITA REDEVELOPMENT AGENCY, A PUBLIC ENTITY M Kenneth W. Striplin, Executive Director Approved as to form: Joseph M. Montes, General Counsel OAK #4852-2324-3305 v6 EXHIBIT H-7 9.e Date: 2016 M Packet Pg. 288 Attachment No. 1 PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DEPICTED AS PARCEL 2 IN THE SITE MAP BELOW: �,r.. \vi 3 6 3 0 OAK #4852-2324-3305 v6 roww ns� EXHIBIT H - Attachment No 1 's v 4 9.e Y U O m Y E CL O w w w o! w Y C d E d d Q d R N C R d R t 2 7 a co M Packet Pg. 289 9.e EXHIBIT I SITE PREPARATION GRANT ESCROW AGREEMENT (Escrow Number: ) This Site Preparation Grant Escrow Agreement ("Agreement"), dated as of 201 is entered into by and among FIRST AMERICAN TITLE COMPANY located at 655 North Central Avenue, 8t", Glendale, CA 91203, Attn: [NAME] ("Escrow Agent'), the CITY OF SANTA CLARITA, a California municipal corporation ("City"), and LAEMMLE NEWHALL, LLC., a California limited liability company ("Developer"), with reference to the following facts: RECITALS A. Developer intends to develop improvements including a multi -screen movie theatre, with ancillary office space and ground floor retail, within a multi -story, approximately 20,800 square foot on a portion of certain real property bounded by Lyons Avenue, Railroad Avenue, 9t" Street and Main Street in the City of Santa Clarita California (the "Property"). The Property and the development thereof are collectively referred to in this Agreement as the "Project." B. In connection with the Project, Developer, City and the Successor Agency to the Santa Clarita Redevelopment Agency are parties to that certain Purchase, Sale And Grant Agreement, dated as of 2016 ("PSA") which sets forth the terms and conditions relating to Developer's purchase and development of the Property, which includes provisions for certain additional financial assistance to "w Developer from City in connection with the development of an art -house type movie a theatre, provided certain specified conditions are satisfied. C. Developer will shortly be initiating development of the Property and in connection therewith has sought confirmation and assurance from the City that the additional financial assistance of Six Hundred Thousand Dollars ($600,000) ("Site Preparation Grant") as designated in the PSA is properly segregated and readily available to be drawn upon in accordance with the terms and conditions of the PSA. D. In connection therewith, City intends to deliver to Escrow Agent the Site Preparation Grant contemporaneously with the execution of this Agreement. Escrow Agent shall open an escrow ("Escrow") and hold the funds in a segregated interest bearing account ("Escrow Account"). Any interest earned on the Site Preparation Grant while within the Escrow Account shall not be added to the principal balance of the Escrow Account and instead shall be disbursed to City, or used to pay fees, in accordance with the provisions of this Agreement. OAK #4852-2324-3305 v6 EXHIBIT 1-1 Packet Pg. 290 9.e E. Subject to satisfaction of the applicable conditions precedent to receipt of such funds, Developer shall be entitled to periodic disbursements from the Site Preparation Grant to reimburse Developer for costs in connection with acceptable Site Preparation Costs involving the Project. F. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the PSA. Therefore, Escrow Agent, City and Developer agree as follows: AGREEMENT 1. Escrow Account. Contemporaneously with the execution of this Agreement, City shall deliver to Escrow Agent the Site Preparation Grant ($600,000) a for deposit into a segregated interest bearing Escrow Account. As of Final Completion of the Project, up to a maximum of Eighty Thousand and 00/100 Dollars ($80,000,00)(the "Unexpended Permit Fee Grant") may be added to the Site Preparation Grant in accordance with Section 3.6 of the PSA and applied to eligible Site Preparation Costs. City shall deliver said amount, not to exceed the Unexpended Permit Fee Grant, if any, to Escrow Agent for deposit into the Escrow Account within sixty (60) days after Final Completion of the Project. Escrow Agent shall hold and a disburse the Site Preparation Grant in accordance with the terms of this Agreement. M 2. CitV Approval for Disbursements. Developer shall obtain the consent of City to any draw request for disbursement of any portion of the Site Preparation Grant from the Escrow Account, in accordance with terms of this Agreement. City's "w obligation to provide all or any portion of the Site Preparation Grant to Developer is a conditioned upon the satisfaction by Developer or waiver by City of each and all of the following conditions precedent, which is solely for the benefit of City and which shall be fulfilled or waived within the time period provided for herein: (a) Site Preparation Grant Draw Request. Developer shall have submitted a fully executed "Site Preparation Grant Draw Request", in the form attached hereto as Exhibit B and incorporated herein by this reference, which contains ongoing representations and warranties by Developer. (b) Submission of Costs Reports. Developer shall provide City with the Costs Reports of the actual Site Preparation Costs, as such terms are defined in Exhibit A attached hereto and incorporated herein by this reference, incurred and paid by Developer. (c) Lien Releases. Along with the Cost Reports, Developer shall provide City copies of conditional lien releases from its contractor and subcontractors for the value of work represented by the Site Preparation Grant Draw Request. OAK #4852-2324-3305 v6 EXHIBIT 1-2 Packet Pg. 291 9.e (d) No Default. Developer shall not be in default under the PSA and no event shall have occurred which with the passage of time or giving of notice or both, would constitute a default thereunder. (e) Project Approvals. Developer shall have complied with all terms and conditions of the Project Approvals applicable to the Project, to the extent such term or condition is applicable as of the date of submission of the Site Preparation Grant Draw Request. (f). Construction of Project. Developer shall have Commenced Construction of the Project. 3. Approval of Draw Requests. City shall notify Developer (and Escrow �) Agent) of approval or disapproval of each Site Preparation Grant Draw Request within a fifteen (15) working days after receipt of the Site Preparation Grant Draw Request and N supporting Cost Reports and lien releases, using the Site Preparation Grant Disbursement Approval Notice attached as Exhibit C. The Site Preparation Grant may a be disbursed in one or more disbursements, and each such disbursement shall be R made by Escrow Agent to Developer promptly following the receipt of the approved Site Preparation Grant Disbursement Approval Notice (and in no event later than two a (2) business days). M f0 4. Disbursement of Site Preparation Grant. Escrow Agent will disburse the proceeds of the Site Preparation Grant, in accordance with this Agreement and to an account (or in a manner) specified by Developer. Escrow Agent shall be entitled to E rely on City approved Site Preparation Grant Disbursement Approval Notice in w connection with the disbursement of funds to Developer. For the limited purpose of the a implementation of this Agreement by the Escrow Agent, the provisions of this Agreement shall supersede any conflicting provisions of the PSA; provided, however, nothing in this Agreement is intended to modify the rights and obligations of the parties to the PSA. R 5. Termination of Agreement. Upon complete disbursement of the Site Preparation Grant in accordance with the terms of this Agreement, upon reimbursement of all eligible Site Preparation Costs following commencement of construction and installation of foundations on the Property, or upon notice to terminate this Agreement provided to Escrow Agent in a signed writing by the parties hereto, this Agreement will terminate and Escrow Agent shall undertake all appropriate action (including any action reasonably requested by the parties hereto) to close the Escrow Account. Any approved fees charged by Escrow Agent in connection with the establishment of the Escrow Account and undertaking the activities stated within this Agreement may be paid through the Site Preparation Grant and earned interest thereon and, in the event such amount is insufficient to cover such fees, shall OAK #4852-2324-3305 v6 EXHIBIT 1-3 Packet Pg. 292 9.e thereafter be the responsibility of Developer. Any unexpended portion of the Site Preparation Grant and interest earned thereon remaining after termination of this Agreement, if any, shall be paid to and returned to City. 6. Notices. All notices, demands, approvals and other communications which are required to or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal delivery, overnight courier or registered or certified U.S. mail, with return receipt requested, to the appropriate party at its address as follows: To City: City of Santa Clarita Office of the City Manager 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Kenneth W. Striplin, City Manager E-mail: kstriplin@santa-clarita.com With a copy to: City of Santa Clarita A 23920 Valencia Boulevard, Suite 300 2 Santa Clarita, CA 91355 a Attention: Thomas Cole, Director of M Community Development E-mail: tcole@santa-clarita.com and: City of Santa Clarita Office of the City Attorney 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Joseph Montes, City Attorney E-mail: jmontes@bwslaw.com To Developer: Laemmle Newhall, LLC 11523 Santa Monica Blvd. Los Angeles, CA 90025 Attention: Greg Laemmle E-mail: gregl@laemmle.com With copies to: Serrano Development Group 500 North Brand Boulevard, Suite 2120 Glendale, CA 91203 OAK #4852-2324-3305 v6 EXHIBIT 1-4 Packet Pg. 293 9.e Attention: Jason Tolleson, Principal E-mail: jtolleson@serranodevelopment.com And Elkins Kalt Weintraub Reuben Gartside LLP 2049 Century Park East, Suite 2700 Los Angeles, CA 90067 Attention: Keith Elkins Phone No.: (310) 746-4401 E-mail: kelkins@elkinskalt.com If to Escrow Agent: [Name] First American Title Company 655 North Central Avenue, 8t Floor Glendale, CA 91203 Phone: (XXX) XXX-XXXX E-mail: @ M Any party may change its address for notice from time to time by written notice M to all other parties. If any communication is given by mail it will be deemed to be effective for all purposes upon the earlier of (a) three (3) calendar days after deposit in the U.S. Mail postage prepaid; or (b) actual receipt, as indicated by the return receipt; E w or (c) if given by personal delivery or by overnight air courier, when delivered; or (d) if given by email, when read by the recipient if an e-mail read receipt confirmation is a received by the sender. R t� 7. Acceptance of Duties. Escrow Agent executes this Agreement in order to agree to perform the duties imposed upon it by this Agreement. R 8. Integration and Amendment. This Agreement supersedes all prior w discussions, negotiations, representations and agreements concerning the subject L matter hereof and may be amended only by a writing signed by City and Developer. a 9. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. w (Remainder of page intentionally left blank) OAK #4852-2324-3305 v6 EXHIBIT 1-5 Packet Pg. 294 City: City Of Santa Clarita, a municipal corporation 0 APPROVED AS TO FORM: Kenneth W. Striplin, City Manager Joseph Montes, City Attorney (Signature page for Funding Agreement) S-1 OAK #4852-2324-3305 v6 9.e Packet Pg. 295 Developer LAEMMLE NEWHALL, LLC, APPROVED AS TO FORM: a California limited liability company M Elkins, Kalt, Weintraub, Reuben, Gartside Its: (Signature page for Funding Agreement) S-2 OAK #4852-2324-3305 v6 9.e Packet Pg. 296 Escrow Agent: FIRST AMERICAN TITLE COMPANY By: _ Name: Its: (Signature page for Funding Agreement) S-3 OAK #4852-2324-3305 v6 9.e Packet Pg. 297 9.e EXHIBIT A Site Preparation Grant. Subject to satisfaction of the applicable Conditions Precedent set forth in this Agreement, City, pursuant to Site Preparation Grant Draw Requests, supported by Cost Reports and line releases, submitted from time to time (but no more often than monthly) by Developer prior to issuance of the temporary certificate of occupancy, shall reimburse Developer for Site Preparation Costs in an amount not to exceed SIX HUNDRED THOUSAND DOLLARS ($600,000) ("Site Preparation Grant"). The Site Preparation Grant may be disbursed in one or more disbursements, and each such disbursement shall be made by City to Developer promptly following the City Manager's approval of each Site Preparation Grant Draw Request, supported by Cost Reports and lien releases. Site Preparation Costs. As used herein and the PSA, Site Preparation Costs shall ¢' mean actual out-of-pocket costs reasonably incurred by Developer after the Date of R Agreement, and paid to unaffiliated third parties in connection with the demolition of existing improvements on the Property, and the clearing, grubbing and grading of the R Property and other site preparation work preparatory to building and constructing the Project, including, without limitation, costs of remediating any existing site conditions, including costs, fees or taxes associated with disposal of soils, geotechnical and engineering consultants, contractors and materials. Costs associated with site a preparation end as soon as the first physical element of the foundation is installed. M r Cost Reports. For the purpose of substantiating Site Preparation Costs, Developer shall submit a statement of Site Preparation Costs expended as of the date of such statement to the City Manager, including copies of all bills, statements, receipts, cancelled checks or "w other evidence reasonably satisfactory to the City Manager of Developer's payment a thereof (each, a "Cost Report"). The City Manager's approval of any such Cost Report shall not be unreasonably withheld, and in any event the City Manager shall approve or disapprove any such Cost Report within fifteen (15) working days of receipt of the applicable Site Preparation Grant Draw Request, supported by Cost Reports and lien a releases, together with such documentation as may be reasonably requested by the City Manager in order to evaluate such Cost Report. If the City Manager disapproves any Cost Report, the City Manager shall provide Developer with a reasonably detailed explanation for such disapproval, and Developer shall submit additional documentation or evidence to 2 the City Manager for review. a OAK #4852-2324-3305 v6 EXHIBIT Ato EXHIBIT I Packet Pg. 298 9.e EXHIBIT B SITE PREPARATION GRANT DRAW REQUEST NO. LAEMMLE NEWHALL, LLC., a California limited liability company ("Developer") hereby submits the attached Costs Report and lien releases to the City of Santa Clarita, a California municipal corporation ("City"), for the purpose of substantiating Site Preparation Costs as defined in Section 3.6 (2) of the Purchase Sale and Grant Agreement, dated as of , 2016 ("PSA"), and Exhibit A to Site Preparation Grant Escrow Agreement, dated as of 2017. In connection with this submission, the Developer makes the following representations as of the date of this submission (Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the PSA.): 1) No Default. Developer is not in default under the PSA and no events have occurred which with the passage of time or giving of notice or both, would constitute a default thereunder. 2) Project Approvals. Developer has complied with all terms and conditions of M the Project Approvals applicable to the Project, to the extent such term or condition is M applicable as of the date of submission of this Site Preparation Grant Draw Request. Y 3) Construction of Project. Developer has Commenced Construction of the E Project and continues to diligently prosecute the construction of the Project to Final w Completion; and a Y 4) Representations and Warranties. All representations and warranties of Developer contained in the PSA are true and correct in all material respects. R LAEMMLE NEWHALL, LLC, R a California limited liability company By: Its: Dated: OAK #4852-2324-3305 v6 EXHIBIT B to EXHIBIT I Packet Pg. 299 EXHIBIT C SITE PREPARATION GRANT DISBURSEMENT APPROVAL NOTICE TO: Laemmle Newhall, LLC 11523 Santa Monica Blvd. Los Angeles, CA 90025 Attention: Greg Laemmle E-mail: gregl@laemmle.com CC: First American Title Company h 655 North Central Avenue, 8t Floor Glendale, CA 91203 Attn: [Name] E-mail: @ FROM: City of Santa Clarita RE: Site Preparation Grant Escrow Agreement Escrow No.: Site Preparation Grant Draw Request No. This shall serve as the undersigned's notice of: APPROVAL of Site Preparation Grant Draw Request No. DISAPPROVAL of Site Preparation Grant Draw Request No. for the following reasons: CITY OF SANTA CLARITA By: Name: Title: Dated: OAK #4852-2324-3305 v6 EXHIBIT Cto EXHIBIT I 9.e co W co 7 Packet Pg. 300 9.e EXHIBIT J OPERATING COVENANT GRANT ESCROW AGREEMENT (Escrow Number: ) This Operating Covenant Grant Escrow Agreement ("Agreement"), dated as of 201 is entered into by and among FIRST AMERICAN TITLE COMPANY located at 655 North Central Avenue, 8t", Glendale, CA 91203, Attn: [NAME] ("Escrow Agent'), the CITY OF SANTA CLARITA, a California municipal corporation ("City"), and LAEMMLE NEWHALL, LLC., a California limited liability company ("Developer"), with reference to the following facts: RECITALS A. Developer intends to develop improvements including a multi -screen movie theatre, with ancillary office space and ground floor retail, within a multi -story, approximately 20,800 square foot on a portion of certain real property bounded by Lyons Avenue, Railroad Avenue, 9t" Street and Main Street in the City of Santa Clarita California (the "Property"). The Property and the development thereof are collectively referred to in this Agreement as the "Project." B. In connection with the Project, Developer, City and the Successor Agency to the Santa Clarita Redevelopment Agency are parties to that certain Purchase, Sale And Grant Agreement, dated as of 2016 ("PSA") which sets forth the terms and conditions relating to Developer's purchase and development of the Property, which includes provisions for certain additional financial assistance to "w Developer from City in connection with the development of an art -house type movie a theatre, provided certain specified conditions are satisfied. C. Developer will shortly be initiating development of the Property and in connection therewith has sought confirmation and assurance from the City that the additional financial assistance of One Million Nine Hundred Eighty Thousand Dollars ($1,980,000) ("Operating Covenant Grant") as designated in the PSA is properly segregated and readily available to be drawn upon in accordance with the terms and conditions of the PSA. D. In connection therewith, City intends to deliver to Escrow Agent the Operating Covenant Grant contemporaneously with the execution of this Agreement. Escrow Agent shall open an escrow ("Escrow") and hold the funds in a segregated interest bearing account ("Escrow Account"). Any interest earned on the Operating Covenant Grant while within the Escrow Account shall not be added to the principal balance of the Escrow Account and instead shall be disbursed to City, or used to pay fees, in accordance with the provisions of this Agreement. OAK #4852-2324-3305 v6 EXHIBIT J-1 Packet Pg. 301 9.e E. Subject to satisfaction of the applicable conditions precedent to receipt of such funds, Developer shall be entitled to a one-time disbursement of the Operating Covenant Grant. F. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the PSA. Therefore, Escrow Agent, City and Developer agree as follows: AGREEMENT 1. Escrow Account. Contemporaneously with the execution of this Agreement, City shall deliver to Escrow Agent the Operating Covenant Grant ($1,980,000) for deposit into a segregated interest bearing Escrow Account. Escrow Agent shall hold and disburse the Operating Covenant Grant in accordance with the terms of this Agreement. 2. CitV Approval for Disbursement. Developer shall obtain the consent of City to draw the Operating Covenant Grant from the Escrow Account, in accordance with terms of this Agreement. City's obligation to provide the Operating Covenant Grant to Developer is conditioned upon the satisfaction by Developer or waiver by City a of each and all of the following conditions precedent, which is solely for the benefit of City and which shall be fulfilled or waived within the time period provided for herein: (a) Operating Covenant Grant Draw Request. Developer shall have submitted a fully executed "Operating Covenant Grant Draw Request", in the form attached hereto as Exhibit A and incorporated herein by this reference, which contains ongoing representations and warranties by Developer. (b) No Default. Developer shall not be in default under the PSA and no event shall have occurred which with the passage of time or giving of notice or both, would constitute a default thereunder. (c) Project Approvals. Developer shall have complied with all terms and conditions of the Project Approvals applicable to the Project, to the extent such term or condition is applicable as of the date of submission of the Operating Covenant Grant Draw Request. (d) Construction of Prosect. Developer shall have Finally Completed the Project. 3. Approval of Draw Request. City shall notify Developer (and Escrow Agent) of approval or disapproval of the Operating Covenant Grant Draw Request within fifteen (15) working days after receipt of the Operating Covenant Grant Draw OAK #4852-2324-3305 v6 EXHIBIT J-2 Packet Pg. 302 9.e Request and supporting temporary Certificate of Occupancy issued by City, using the Operating Covenant Grant Disbursement Approval Notice attached as Exhibit B. The Operating Covenant Grant shall be disbursed in one disbursement made by Escrow Agent to Developer promptly following the receipt of the approved Operating Covenant Grant Disbursement Approval Notice (and in no event later than two (2) business days). 4. Disbursement of Operating Covenant Grant. Escrow Agent will disburse the proceeds of the Operating Covenant Grant, in accordance with this Agreement and to an account (or in a manner) specified by Developer. Escrow Agent shall be entitled to rely on City approved Operating Covenant Grant Disbursement Approval Notice in connection with the disbursement of funds to Developer. For the limited purpose of the implementation of this Agreement by the Escrow Agent, the provisions of this Agreement shall supersede any conflicting provisions of the PSA; provided, however, nothing in this Agreement is intended to modify the rights and obligations of the parties to the PSA. 5. Termination of Agreement. Upon complete disbursement of the R Operating Covenant Grant in accordance with the terms of this Agreement or, upon a notice to terminate this Agreement provided to Escrow Agent in a signed writing by the a parties hereto, this Agreement will terminate and Escrow Agent shall undertake all M appropriate action (including any action reasonably requested by the parties hereto) to M close the Escrow Account. Any approved fees charged by Escrow Agent in connection with the establishment of the Escrow Account and undertaking the activities stated within this Agreement may be paid through the Operating Covenant Grant and the E earned interest thereon and, in the event such amount is insufficient to cover such fees, shall thereafter be the responsibility of Developer. Any portion of the Operating a Covenant Grant and interest earned thereon remaining after termination of this R Agreement, if any, shall be paid to and returned to City. 6. Notices. All notices, demands, approvals and other communications which are required to or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal delivery, overnight courier or registered or certified U.S. mail, with return receipt requested, to the appropriate party at its address as follows: To City: City of Santa Clarita Office of the City Manager 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Kenneth W. Striplin, City Manager E-mail: kstriplin@santa-clarita.com OAK #4852-2324-3305 v6 EXHIBIT J-3 Packet Pg. 303 With a copy to: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Thomas Cole, Director of Community Development E-mail: tcole@santa-clarita.com and: City of Santa Clarita Office of the City Attorney 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Attention: Joseph Montes, City Attorney E-mail: jmontes@bwslaw.com To Developer: Laemmle Newhall, LLC 11523 Santa Monica Blvd. Los Angeles, CA 90025 Attention: Greg Laemmle E-mail: gregl@laemmle.com With copies to: Serrano Development Group 500 North Brand Boulevard, Suite 2120 Glendale, CA 91203 Attention: Jason Tolleson, Principal E-mail: jtolleson@serranodevelopment.com And Elkins, Kalt, Weintraub, Reuben, Gartside LLP 2049 Century Park East, Suite 2700 Los Angeles, CA 90067 Attention: Keith Elkins Phone No.: (310) 746-4401 E-mail: kelkins@elkinskalt.com OAK #4852-2324-3305 v6 EXHIBIT J-4 9.e co M 7 Packet Pg. 304 9.e If to Escrow Agent: [Name] First American Title Company 655 North Central Avenue, 8t Floor Glendale, CA 91203 Phone: (XXX) XXX-XXXX E-mail: @ Any party may change its address for notice from time to time by written notice 4 to all other parties. If any communication is given by mail it will be deemed to be E effective for all purposes upon the earlier of (a) three (3) calendar days after deposit in the U.S. Mail postage prepaid; or (b) actual receipt, as indicated by the return receipt; a or (c) if given by personal delivery or by overnight air courier, when delivered; or (d) if given by email, when read by the recipient if an e-mail read receipt confirmation is N received by the sender. R 7. Acceptance of Duties. Escrow Agent executes this Agreement in order R to agree to perform the duties imposed upon it by this Agreement. 2 8. Integration and Amendment. This Agreement supersedes all prior a discussions, negotiations, representations and agreements concerning the subject M matter hereof and may be amended only by a writing signed by City and Developer. Y 9. Counterparts. This Agreement may be signed in counterparts, each of E which shall be deemed an original, and all of which, taken together, shall constitute one w and the same instrument. °' (Remainder of page intentionally left blank) OAK #4852-2324-3305 v6 EXHIBIT J-5 Packet Pg. 305 City: City Of Santa Clarita, a municipal corporation 0 APPROVED AS TO FORM: Kenneth W. Striplin, City Manager Joseph Montes, City Attorney (Signature page for Funding Agreement) S-1 OAK #4852-2324-3305 v6 9.e Packet Pg. 306 Developer LAEMMLE NEWHALL, LLC, APPROVED AS TO FORM: a California limited liability company M Elkins, Kalt, Weintraub, Reuben, Gartside Its: (Signature page for Funding Agreement) S-2 OAK #4852-2324-3305 v6 9.e Packet Pg. 307 Escrow Agent: FIRST AMERICAN TITLE COMPANY By: _ Name: Its: (Signature page for Funding Agreement) S-3 OAK #4852-2324-3305 v6 9.e Packet Pg. 308 9.e EXHIBIT A OPERATING COVENANT GRANT DRAW REQUEST LAEMMLE NEWHALL, LLC., a California limited liability company ("Developer") hereby submits the attached temporary certificate of occupancy to the City of Santa Clarita, a California municipal corporation ("City"), for the purpose of substantiating Final Completion of the Project as defined in Section 1.1 of the Purchase Sale and Grant Agreement, dated as of , 2016 ("PSA"), and entitlement to the release and disbursement of the Operating Covenant Grant pursuant to Section 3.6 of the PSA. In connection with this submission, the Developer makes the following representations as of the date of this submission (Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the PSA.): 1) No Default. Developer is not in default under the PSA and no events have occurred which with the passage of time or giving of notice or both, would constitute a default thereunder. 2) Project Approvals. Developer has complied with all terms and conditions of the Project Approvals applicable to the Project, to the extent such term or condition is a applicable as of the date of submission of this Operating Covenant Grant Draw Request. M r 3) Construction of Project. Developer has Finally Completed the Project; and 4) Representations and Warranties. All representations and warranties of Developer contained in the PSA are true and correct in all material respects. LAEMMLE NEWHALL, LLC, a California limited liability company By: Its: Dated: OAK #4852-2324-3305 v6 EXHIBIT A to EXHIBIT Packet Pg. 309 EXHIBIT B OPERATING COVENANT GRANT DISBURSEMENT APPROVAL NOTICE TO: Laemmle Newhall, LLC 11523 Santa Monica Blvd. Los Angeles, CA 90025 Attention: Greg Laemmle E-mail: gregl@laemmle.com CC: First American Title Company h 655 North Central Avenue, 8t Floor Glendale, CA 91203 Attn: [Name] E-mail: @ FROM: City of Santa Clarita RE: Operating Covenant Grant Escrow Agreement Escrow No.: Operating Covenant Grant Draw Request This shall serve as the undersigned's notice of: APPROVAL of Operating Covenant Grant Draw Request. DISAPPROVAL of Operating Covenant Grant Draw Request for the following reasons: CITY OF SANTA CLARITA By: Name: Title: Dated: OAK #4852-2324-3305 v6 EXHIBIT B to EXHIBIT J 9.e co W co 7 Packet Pg. 310 Qoz IF: o m mm A m X m V c m m 0 EXHIBIT K PARKING PARCEL (SITE MAP DEPICTION) IYi15ilER yr.l.. OAK #4852-2324-3305 v6 mo' / r.. / �x •m / rniaaan n•� EXHIBIT K 4 9.e Packet Pg. 311 9.f kosmon companies Memorandum To: Jason Crawford, Manager of Economic Development and Marketing Denise Covert, Economic Development Associate City of Santa Clarita From: Ken K. Hira, Executive Vice President, Kosmont Companies Joseph Dieguez, Senior Vice President, Kosmont Companies Nick Leathers, Project Analyst, Kosmont Companies Date: January 29, 2016 Subject: Santa Clarita Old Town Newhall Mixed -Use and Theater Project Evaluation I. Background & Project Description Kosmont & Associates, Inc. doing business as Kosmont Companies ("Kosmont") has previously assisted the City of Santa Clarita ("City") with economic development advisory services focused on the Old Town Newhall district of the City. Kosmont prepared market and economic analyses, identified potential redevelopment strategies and assisted the Successor Agency with Request for Qualifications ("RFQ") drafting and distribution, and developer selection for a targeted catalyst opportunity site within Old Town Newhall. Following the dissolution of redevelopment agencies in California (including the former Redevelopment Agency of the City Santa Clarita), Kosmont was re-engaged in 2015 to assist the Successor Agency with the evaluation of two development proposals by the selected development team, Serrano Development Group, Inc. and Pacific Coast Housing Development, LLC (collectively, the "Developer") in concert with Laemmle Theaters, LLC ("Laemmle"). The proposed projects are located on two adjacent parcels on approximately 1.1 acres of land bounded by Main Street, Lyons Avenue, Railroad Avenue, and Ninth Street ("Site") in the City. The projects are herein described as the Mixed -Use Project and the Laemmle Theater Project (collectively, the Projects"), as delineated in Table 1.1. Table 1.1 Proiect Description Mixed -Use Project Laemmle Theater Project • —46 apartment dwelling units (51,200 SF) • —17,688 SF theater • —20,613 SF of retail space • 7 screens, —550 seats • On 34,325 SF of land (0.8 acres) • —2,293 SF of retail space • On 12,680 SF of land (0.3 acres) 1601 N. Sepulveda Blvd. #382 Manhattan Beach CA 90266 ph 424.456.3088 w .kosnnont.conn Packet Pg. 312 9.f City of Santa Clarita Old Town Newhall Mixed -Use Project Evaluation January 29, 2016 Page 2 of 4 The Projects are immediately adjacent to an approximately 26,488 SF (0.6 acre) parcel anticipated to be transferred by the Successor Agency to the City for future development as a public parking structure to serve the Old Town Newhall community. III. Executive Summary Kosmont's evaluation included the review of multiple iterations of the Developer's pro forma for both the Mixed -Use Project and the Laemmle Theater Project and corresponding financial feasibility analysis. In Kosmont's opinion, the Developer's assumptions for construction costs, operating revenues (e.g. lease rates), operating expenditures, and risk-adjusted return appear to be in a reasonable range in consideration of current local market and economic conditions, as well as Kosmont's recent and ongoing consulting assignments involving similar proposed mixed-use development projects in other communities. Kosmont additionally evaluated the public subsidy proposed for the Laemmle Theater Project in comparison to multiple previous public-private transactions involving Laemmle Theaters in other Southern California cities. On an -inflation adjusted basis, the total subsidy as currently proposed for the Laemmle Theater Project is generally in line with public subsidies previously granted for Laemmle Theater projects in Southern California. Additional analysis details are provided in the following section of this memorandum, as well as in the attached Comparable Laemmle Theater Deal Analysis exhibit. III. Project Evaluation A. Mixed -Use Project Kosmont reviewed multiple iterations of the Developer's pro forma for the Mixed -Use Project and provided feedback directly to the Developer for refinement. Kosmont evaluated acquisition and construction costs and found them to be reasonable, including: • Land acquisition costs at approximately $23.00 per -square -foot ("PSF") of land (approximately $36.00 PSF before adjusting for environmental considerations) • Retail direct/hard, indirect/soft, and financing costs ("all -in") at approximately $259 PSF • Residential all -in costs at approximately $311 PSF (approximately $346,000 per unit) • City fees in accordance with presiding adopted City fee schedules. Operating revenues were evaluated to be reasonable in light of current lease rates in the Santa Clarita submarket, at approximately $2.00 PSF for retail and a range of approximately $2.00 to $2.25 PSF for apartments (approximately $1,850 to $2,750 per unit). Vacancy and operating expenditure assumptions were also deemed to be reasonable. The exit capitalization rates utilized by the Developer at 5.0% for residential and 7.0% for retail accurately reflect recent sales activity and corresponding real estate investor appetite in the Los KOSMONT COMPANIES 1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 ph 424.456.3088 w .kosmont.com Packet Pg. 313 9.f City of Santa Clarita Old Town Newhall Mixed -Use Project Evaluation January 29, 2016 Page 3 of 4 Angeles market, and the unlevered return on cost (approximately 6.4%) and cash -on -cash return (approximately 8.5%) appear to be reasonable in Kosmont's opinion. Kosmont's evaluation reflects consideration of current local market and economic conditions as well as Kosmont's recent and ongoing consulting assignments involving similar proposed retail / residential mixed-use development projects in other communities, such as Azusa, Duarte, and Buellton. California. B. Laemmle Theater Project Kosmont evaluated the Developer's pro forma for the Laemmle Theater Project with particular consideration of the public subsidy currently proposed for the Project. As detailed in the attached Comparable Laemmle Theater Deal Analysis exhibit, Kosmont compared specific deal and subsidy terms between Old Town Newhall (as currently proposed) and three recent Laemmle Theater Projects in Claremont (2007), North Hollywood (2011), and Glendale (2015) based on published City Council and former Redevelopment Agency documentation (e.g. agreements, agenda, meeting minutes) and conversations with the Developer. Kosmont preliminarily reviewed other previous Laemmle Theater deals, including projects in Los Angeles (1924), Santa Monica (1971), and Pasadena (1991); however it was determined that a detailed evaluation of the three most recent Laemmle Theater transactions as referenced above would provide the most relevant baseline for financial comparison. Kosmont adjusted major deal term dollar amounts for inflation, in order to provide the most accurate, "apples -to -apples" comparison between the three most recent Laemmle Theater projects. For example, the $1,500,000 total subsidy negotiated in Claremont for Laemmle's construction in 2007 is equivalent to approximately $2,076,351 in 2018 dollars, when the Old Town Newhall theater is proposed to open for operation. Gross construction and development costs at approximately $405 PSF and total costs net of public subsidy at approximately $234 PSF for the Old Town Newhall Laemmle Theater are in the same range of costs as the three most recent previous Laemmle Theater projects. Total subsidy amounts and total subsidy as a percentage of gross construction costs were also evaluated to be within the minimum and maximum of the range for these previous transactions, as summarized in Table 1.2. Table 1.2 Total Subsidv Comparison Comparable Transaction Total Subsidy Amount (Inflation -Adjusted Dollars) Total Subsidy as Percent of Gross Construction Costs Claremont (2007) $2,076,351 25% North Hollywood (2011) $4,058,584 33% Glendale (2015) $5,572,908 71% Santa Clarita (2018) $3,420,525 42% KOSMONT COMPANIES 1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 ph 424.456.3088 w .kosmont.com Packet Pg. 314 9.f City of Santa Clarita Old Town Newhall Mixed -Use Project Evaluation January 29, 2016 Page 4 of 4 The previous comparable deals evaluated entailed a similar subsidy structure, including some or all of the following components: • Operating covenant • Land payment discount • Fee and/or site preparation cost reimbursement. Comparable projects evaluated included an operating covenant and corresponding payment. Most recently in Glendale (2015), an operating covenant payment of approximately $1,639,091 (in inflation-adjusted dollars) secured the operation of the theater for a period of at least 15 years. In North Hollywood (2011), an operating covenant payment of $1,229,874 (in inflation- adjusted dollars) secured the operation of the theater for a period of at least 10 years. In Santa Clarita, the currently proposed operating covenant payment of $1,980,000 stipulates that Laemmle must operate for at least 15 years, with the option to reduce operation from a minimum of six screens to no less than four screens after year 7. Comparable deals evaluated also included a land payment discount, and the most recent comparable deal in Glendale also included a fee / site preparation cost reimbursement similar to the current proposal in Santa Clarita. IV. Conclusions The Developer's assumptions for construction costs, operating revenues (e.g. lease rates), operating expenditures, and risk-adjusted return for the Mixed -Use Project appear to be in a reasonable range in consideration of current local market and economic conditions, as well as Kosmont's recent and ongoing consulting assignments involving similar proposed mixed-use development projects in other communities. In addition, on an -inflation adjusted basis, the total subsidy as currently proposed for the Laemmle Theater Project is generally in line with public subsidies previously granted for the Laemmle Theater projects evaluated. It is additionally worth noting that public-private transactions reflect unique circumstances and variables. More general factors include the state of the economy, labor and material costs, and consumer spending and housing preferences. Other factors are more community -specific, such as the significance of a potentially catalytic, entertainment -oriented project in the historically under -vitalized neighborhood of the City in Old Town Newhall. A theater such as Laemmle has the potential to serve as an "anchor" along Main Street, which, in addition to generating direct fiscal impacts (e.g. sales tax, property tax) and economic benefits (e.g. job creation), can produce indirect impacts for nearby businesses in Old Town Newhall. Separate evaluations prepared by Kosmont and Applied Economics analyzed the fiscal revenue impacts of the proposed Projects. A summary of results is appended to this Memorandum. It is estimated that the Projects collectively will generate sufficient direct and indirect property and sales tax revenue to "pay for" the proposed Laemmle Theater Project subsidy by 2032, or year 15 of operation, which appears reasonable, considering the 15 -year term of the proposed operating covenant for the Theater Project. KOSMONT COMPANIES 1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 ph 424.456.3088 w .kosmont.com Packet Pg. 315 City of Santa Clarita - Old Town Newhall Comparable Laemmle Theater Deal Analysis Theater Name Year guilt Theater Size (SF) Screens Seats Theater Cost (Gross) Gross Cost PSF Theater Cost (Net of Subsidy) Net Cost PSF Net Cost Per Screen Claremont 2007 18,500 5 840 $6,000,000 $324 $4500,000 $243 $900,000 North Hollywood 2011 25,000 7 1,100 $10,000,000 $400 $6]00,000 $268 $95],143 Glendale 2015 9,400 5 325 $]200,000 $766 $2,100,000 $223 $420,000 Santa Clanta 2018 19,981 7 550 $8,08],15]28 $405 $4,666,632 $234 $666,662 Adiusted for inflation to 2018: 3.00% Theater Name Year guilt Theater Size (SF) Screens Seats Theater Cost (Gross) Gross Cost PSF Theater Cost (Net of Subsidy) Net Cost PSF Net Cost Per Screen Claremont 2007 18,500 5 840 $8305,403 $449 $6229,052 $337 $1,245,810 North Hollywood 2011 25,000 7 1,100 $12298,]39 $492 $8 240 155 $330 $11]],165 Glendale 2015 9,400 5 325 $],86],634 $837 $2294,]2] $244 $458945 Santa Clanta 2018 19,981 7 550 $8,08]15] $405 $4,666,632 $234 $666,662 AVERAGE 18,220 6 704 $9,139,733 $546 $5,357,642 $286 $887,146 TOTAL 72,881 24 2,815 $36,558,934 $502 $21,430,566 $294 $892,940 Note: Theater size includes ancillary retail 9.f Subsidy Terms Total Total Operating Land Total Subsi Fee 8, Site Prep '� Total Subsidy Subsidy Per Screen Subsidy Per Seat Conversant Payment Payment Discount Reimbursement as %ofGrc Cost C Screen Seat Payment Discount R $2,0]6,351 $415,2]0 $2,472 $830540 $1245,810 $0 6 $1500,000 $300,000 $1 786 $600,000 $900,000 $0 $55]2,908 $1,114,582 $1],14] $1,639,091 $2]31,818 $1202,000 � $3,420,525 $488,646 $6219 $1980,000 $440,525 $1,000,000 S C $3300,000 $4]1,429 $3,000 $1,000,000 $2300,000 $0 � a $5,100,000 $1,020,000 $15,692 $1500,000 $2500,000 $1,100,000 1 �„ YL M $3,420,525 $488,646 $6219 $1980,000 $440,525 $1,000,000 Subsidy Terms Total Total Operating Land Total Subsi Fee 8, Site Prep Total Subsidy Subsidy Per Subsidy Per Conversant Payment Reimbursement as %ofGrc Screen Seat Payment Discount Cost $2,0]6,351 $415,2]0 $2,472 $830540 $1245,810 $0 $4,058,584 $5]9,]98 $3,690 $1229,8]4 $2,828,]10 $0 $55]2,908 $1,114,582 $1],14] $1,639,091 $2]31,818 $1202,000 $3,420,525 $488,646 $6219 $1980,000 $440,525 $1,000,000 $3,782,092 $649,574 $7,382 $1,419,876 $1,811,716 $550,500 $15,128,36] $2,598,296 $29,528 $5,679,505 $7,246,863 $2,202,000 2 Packet Pg. 316 kosmon y Page 1 of 1 City of Santa Clarita - Old Town Newhall Summary of Gross Fiscal Revenue Impacts 9.f 1/29/2016 Indirect Revenues (Estimated bV Applied Economicsl PropertyTax Direct Revenues Prop +Sales Tax Year $64,069 PropertyTax $15,164 Sales Tax $81,155 Prop Sales Tax 1 2018 $33,420 $70,010 $80,171 $16,093 $113,591 2 2019 $34,088 $90,688 $82,576 $76,502 $116,664 3 2020 $34,770 $17,419 $85,053 $98,580 $119,824 4 2021 $35,466 $86,103 $87,605 $18,485 $123,071 5 2022 $36,175 $110,202 $90,233 $94,087 $126,408 6 2023 $36,898 $20,409 $92,940 $123,221 $129,838 7 2024 $37,636 $109,073 $95,728 $21,658 $133,365 8 2025 $38,389 $137,807 $98,600 $119,187 $136,989 9 2026 $39,157 $23,444 $101,558 $149,889 $140,715 10 2027 $39,940 $134,146 $104,605 $24,879 $144,545 11 2028 $40,739 $167,692 $107,743 $146,585 $148,482 12 2029 $41,554 $257,101 $110,975 $1,448,715 $152,529 13 2030 $42,385 $3,048,109 $114,305 $156,689 14 2031 $43,232 $117,734 $160,966 152032 -- 16------------ 20-- .............. 33 $44,097 -$44,979 ------------ $121.266 $124,904 _______ $165,363 --$169,883 17 2034 $45,878 $128,651 $174,529 18 2035 $46,796 $132,510 $179,306 19 2036 $47,732 $136,486 $184,218 20 2037 $48,687 $140,580 $189,267 21 2038 $49,660 $144,798 $194,458 22 2039 $50,653 $149,142 $199,795 23 2040 $51,667 $153,616 $205,282 24 2041 $52,700 $158,224 $210,924 25 2042 $53,754 $162,971 $216,725 26 2043 $54,829 $167,860 $222,689 27 2044 $55,926 $172,896 $228,822 28 2045 $57,044 $178,083 $235,127 29 2046 $58,185 $183,425 $241,610 30 2047 $59,349 $188,928 $248,277 Year 1.15 Total $577,9451 $1,491,0941 $2,069,039 Year 1.20 Total $812,0171 $2,154,2251 $2,966,242 Year 1.30 Total $1,355,7831 $3,814,1691 $5,169,952 1/29/2016 Indirect Revenues (Estimated bV Applied Economicsl PropertyTax Sales Tax Prop +Sales Tax $14,867 $64,069 $78,936 $15,164 $65,991 $81,155 $15,468 $67,971 $83,438 $15,777 $70,010 $85,787 $16,093 $72,110 $88,203 $16,414 $74,274 $90,688 $16,743 $76,502 $93,244 $17,078 $78,797 $95,874 $17,419 $81,161 $98,580 $17,767 $83,596 $101,363 $18,123 $86,103 $104,226 $18,485 $88,686 $107,172 $18,855 $91,347 $110,202 $19,232 $94,087 $113,320 .............. $19,617 $20,009 ........... ________ $96,910 $99,817 ............ _______ $116_527 - -.T119,826 $20,409 $102,812 $123,221 $20,817 $105,896 $126,714 $21,234 $109,073 $130,307 $21,658 $112,345 $134,004 $22,092 $115,716 $137,807 $22,533 $119,187 $141,721 $22,984 $122,763 $145,747 $23,444 $126,446 $149,889 $23,913 $130,239 $154,152 $24,391 $134,146 $158,537 $24,879 $138,171 $163,049 $25,376 $142,316 $167,692 $25,884 $146,585 $172,469 $26,401 $150,983 $177,384 $257,101 $1,191,614 $1,448,715 $361,229 $1,721,558 $2,082,787 $603,126 $3,048,109 $3,651,235 Total Direct+ Indirect Revenues PropertyTax Sales Tax Prop +Sales Tax $48,287 $144,240 $192,5 T $49,253 $148,567 $197,8 9 $50,238 $153,024 $203,2 $51,242 $157,615 $208,6 $52,267 $162,343 $214,6 d $53,313 $167,214 $220,5 ; $54,379 $172,230 $226,6 $55,467 $177,397 $232,8 D $56,576 $182,719 $239,2 O $57,7071 $188,200 $245,9 g $58,862 $193,846 $252,7 e $60,039 $199,662 $259,7 $61,240 $205,652 $266,8 $62,464 $211,821 $274,2 ________ $63,714 --$64,988 $218,176 __ --$224,721- $281_8 -$289,7 $66,288 $231,463 $297,7 ; $67,613 $238,407 $306,0 $68,966 $245,559 $314,5 1 $70,345 $252,926 $323,2 F $71,752 $260,513 $332,2 1 $73,187 $268,329 $34115 $74,651 $276,379 $351,0 $76,144 $284,670 I $360,8 1 $77,667 $293,210 $370,8 1 $79,220 $302,007 $381,2 - $80,804 $311,067 $391,8 S $82,420 $320,399 $402,8 f $84,069 $330,011 $414,0 f $85,750 $339,911 $425,6 $835,046 $2,682,707 $3,517,7 $1,173,2461 $3,875,783 $5,049,0 D $1,958,9091 $6,862,278 $8,821,1 1 That analyses, prajeclions, assumptions, rales of retum, and any example* presented heroin are for ilusualrre piXposes and are not a guarantee of actarel andror fours resuns. Project pro forma and tax analyses are projecpons only. Actual results may diger tram those expressed n His analysis. XX_ Packet Pg. 317 kovN fff Kos mont &Associates, Inc. dba Kosmont Companies nul�mmi.: Type of Legal Entity: Corporation Established: 198801m on Firm Description: kosm Kosmont Companies, a combed Minority Business Enterprise (MBE) and coddled Small Business Enterprise (SBE) is a real estate, financial ativisory, and economic development service s fine offering a full gone planning real estate and e ativisory, prefect finance, transaction structuring, ns Founded planning antl Kosmont Implementation services for bothsized public and private sectors. mentletl In real e Kosmont Companies Is o ernme t recognized sector In seconomic development and real estd@ projects Involving government and private sector transactions and partnerships. With decades of advisory services Kosmont Is among the most capable of companies In California. We have assisted hundreds of publican noes In their quest for services related to economic tlevelopment, planning, funding and financing, public/private partnerships and much more Kosmont will Integrate our established ability, strengths, seasoned experience, and hands on knowledge to meet the City's consulting service desires. Economic Development ConsultingServices Kosmont Retail NOW!-: Kosmont offers this comprehensive and proactive retail strategy which identifies existing conditions, sets path, targets tenants and produces results for cites while bringing viable retail to a community. Economic Development Strategies: With decades of advisory services to the public sector, Kosmont Is among the most capable of companies In California when It comes to designing and Implementing a c development strategy. We have assisted hundreds of public agencies In their quest toretainjobs, allactand retain business, structure zoning, tlaff General Plan elements, tlaff Specific Plans and structure tax and Incentive plans that target meaningful private investment Downtown Revitalization: Commuting (staking itstoll and home affordability continues to be a concern for cities and counties. Many people are moving back to multi tamily housing In city centers and many businesses are moving closer to workers. Suburban and urban communities are rediscovering the viability of their aging downtowns. Newer cites want to create a sustainable center for their communities. Kosmont has diverse expertise with revitalization programs utilized to create change. We work closely with public agencies In positioning and developing their opportunity sites through creative negotiation and financing that properly encourage private developmentlease activity and business Interests. Asset Management Plans: Kosmont is an industry leader In public asset evaluation property transactions (sale, acquisition, ground lease, and leasefleaseback) and long term asset strategies and plans. For public agencies including school districts, cites, counties water districts, the State, non profits and many others. Kosmont has been retained to evaluate and Implement property transactions ranging from planning, finance, infrastructure and site development through purchase/sale and lease activities. Developer Selection RFQ/RFP & DDA/ENA: Public agencies need an efficient and targeted RFP selection process, particolary when so many taxpayer dollars are on the line and the quality of life of constituents will be affected by these decisions for many years. Kosmont SOSMONT FackM Pg.318 m'mN. w eeia #3y MemenenB®ch A 90236 rnuaac.nee wmv 8.f Companies has a stellar record of marketing the it eve lopment that municipal and regional public agencies want Having also acted as a tleveloper, we not only understand what attach good developers to publicly funded project, we also have an eye for which developer would make a good fit Once a developer Is selected Kosmont relies on its years of experience on both sides of the deal, negotiating and drafting Memorandum of Understanding/Preliminary Term Sheet, Exclusive Negotiation Agreement, Development Agreement, and to structure viable projects in a manner beneficial for the partes Involved. raxlFee Analysis: Despite the flattening effects of globalization, the hard costs of taxes and fees remain a major factor in a company's decision to remain in a particular jurisdiction or to relocate to a less costly one, and therefore are nerstone of economic development policy Kosmont has been analyzing and evaluating the effects of state and the K tax ones and fees on e Cost of Dan and regional economies for almost two tleatles through the Kosmont Rose Institute Cas; ie Dsse s the essimp Survct of their as well a myriad of nthadvisory noj icfa We help public agencies assess the Impact of their [ax and fee structure on the economic factors that matter most. Real Estate Economics and Financial Advisors Services Project Economics, Highest & Best Use (HBU) & Market Studies: With decades of experience In market analysis and real estate economics Kosmont Companies always thoroughly analyzes each proposed project to ensure the short and long tens Impacts of the development an be self sustaining We determine If the market contains sufficient or potential demand to make all element of a development viable, including identification and analysis of highest and best use. Depending on the outcome of our analysis, we present alternative product mixes and design element to enhance the marketability and longterm success of a project Fiscal & Economic Impacts: A public agency's decision to approve a new project o tlevelopment, more often than not, depends on the likely Impact of a project on the local government s fiscal health as well as Impacts on the community including the types and number of jobs to be created Kosmont provides Fiscal and Economic Impact report to describe these and other economic Impacts and benefit likely to be generated by a project on a local community The results are typically of merit and/or value to both the governing public agency and the owner/tleveloper/operator. Public & Private Financing Structures: PaMership9tansactons between public agencies and private property owners often hinge on the outcome of complex and mutually beneficial financial relationships. Kosmont Companies structures financial models that provide the most value atthe end of the transaction while satisfying both sides of the deal. Plannina and Development Services Project Evaluation: Kosmont Companies has extensive experience In assessing the potential for development and/or leasing opportunities of all product types, whether they are ground up or reuse antl, existing premises, suburban or Infill. Our extensive experience with public and private sector deal structures and financing mechanisms enable us to spot opportunities and deliver solutions that are not always identified by the parties to the transaction. Project Financials & Pro -Forma Assessment: Our financial real estate advisors have the acuity to determine If an opportunity will pencil out. Wee e the optimum range of development via proforma analysis that will form the Intersection of what a developer requires, what Investors require, what the community desires, and what Is likely to be accepted by the public agency. KOSMONT FackM Pg.319 16n1N. w eeia gm Memebene®mcn 902A rnuaacmee wins car Property Acquisition/Leasing: Knowing when and how to fie up or lease a property Is one of the most critical decisions an owner an make. As a team that understands that profivretum Is often In the buy or base leaseupperiod we know when opportunities are timely and an help you determine If and when a particular property Is likely to perform. We also know when to advise you to avoid a purchase that Is not likely to be ripe for development or that long-term lease conditions are not optimal, and whether the circumstances may be outside a reasonable level of risk based on anticipated reward. Land Use/Entitlements: To create a successful project today, developers and public agencies re frequently on different sides of the entitlements business. More than two decades of public and private sector consulting has made Kosmont Companies keenly aware of what public agencies and communities want Today, entitlements are about striking a productive compromise between the public and private sector. Communities want development and they sometimes offer Incentives to get It We an help bring togetherthe public and private sectors to facilitate entitlements that satisfy private development and investment expectations while gluing communitiesthe results they desire. Due Diligence Report: Everysite selection process begins with a basic due diligence review of the property. Kosmont Companies offers a comprehensive summary that will specifically along clien[to "fatal FlawsIn a project that could make or break the decision to buy and/or develop. Zoning&Implementation Strategies Aer Economic Development: Redevelopment is gone. Unemployment levels are struggling to recover. Cities are leftwith fewertoolsto Incentivizejob and taxgeneratingprojects. For some local governments, the answer may Ile In adjustments to their land use and zoning policies. Kosmont an set up various systems that combine the power of a Specific Plan with tools such as a Development Operating Reserve that allows the city to caDte development capacity at its discretion to create the kinds of uses that the city and its itizens need most Sustainable Economic Development Kosmont Companies is member of U.S. Green Building Council (USGBC), with personnel who have acquired the credential of LEEG Green Associates administered by the USGBC. We are a Bader In green initiatives and sustainable economic development practices. The sustainability landscape Is constantly evolving and agencies must strive to be ahead of the curve. For over 27 years, Kosmont has advised numerous public agencies of all sizes and complexities across California o variety of issues related to sustainable economic tlevelopment, job creation, retlevelopment, and a host of Issues related to real estate finance and economics. Most recently Kosmont authored a statewide proposal o "Green RCA's', which focuses o roles of redevelopment and economic development In Implementing AB 32 and SB 375 programs and initiatives. Land Use and Community Planning Services Kosmont Companies provides due diligence and project guidelines when determining the scope and layout of a specific project, asset portfolio evaluation, and/or project development program. Kosmont has extensive experience In tlevelopment, land use planning, CEOA analysis and documentation processes, real estate economics market research and financial modeling Mich is applied to assist private, public sector, education and non profit clients In determining objectives, as well as the most appropriate approach and course of action to follow. Successor Agency Consulting Services Successor Agency and Oversight Board Dissolution Services: Kosmont Companies was retained by the California Department of Finance (COF) to provide comprehensive staff support KOSMONT PackM Pg.320 16ntw. w eeiagw cE5rn42,4466.30ee Memenene®mcn 502NI wmv kosaml 8.f to six of the seven agencies — known under ABxl 26 as Designated Local AuthoritiesFhFAsJ. Based upon the firm's long and successtul track record In the red eve lop ment arena and its current roster of over a dozen dissolution clients, Kosmont Is ideally suited to assist Successor Agencies and Oversight Boards with a full range of dissolution duties from preparing Recognized Obligation Payment Schedules (ROPS) to communicating with the POP and working with bond trustees. Long Range Property Management Plans: Kosmont Companies specializes In asset management plans and has been preparing property based strategies for over 29 years for redevelopment agencies, cities, counties and other public agencies. Kosmont Companies wth Kosmont Realty Company, our full service brokerage and financing fine, have the necessary skills to effectively prepare and Implement the required Property Management Plans (PMPs) for former redevelopment agencies properties. As part of the PMP, Kosmont explores ways that Cities and Successor Agencies may benefit from the AB 1434 dissolution process. Benefits could include retention of property for governmental use retention of property for future development, and refunding and refinancing bond obligations. For property that must be sold Kosmont seeks buyers for assets that may best serve the Tong term Interests of the City. Financial Ativisory & Redevelopment Dissolution Services: Kosmont Companies has helped more than 100 cities and agencies with real estate financial advisory, valuation and disposition assignments. The firth offers the following essential Financial Advisory Services to Successor Agencies and Oversight Boards statewide •Asset Strategies • NPV and Income Stream Analysis • Highest & Best Use Evaluation • Financing Alternatives for Existing Transactions • Baker Opinion of Value (via • Negotiations of Transaction Issues Kosmont Realty Corp LAC) • Refunding of ROA Bonds pursuant to AB1484 (via LAC) Statewide Education on Redevelopment Dissolution, PMPs and AB14U Kosmont Companies created and taught the Property Management Plan workshop for CALED s Annual PreConferenceIn 2913 which was allended by approximately 75 government professionals. Additionally Kosmont led a webinar entitled From Dissolution to Development - How to Unlock the Benefits of Property Management Plans' for the California Redevelopment Association (CRA) that was allended by neatly 200 participants, mainly Successor Agencies. [ Kosmont Companies' services overview continued on next page ] KOSMONT Pg.321 1601N. w eeia #3A Memenene®mcn 902A rn uaac.nee v,vvko&noftcmPackM ICpsplpllt ComparlEs $2fylp2s Oy2fyl2W: Economic Development Strategies a Implementation Taxable /Tax Exempt Bonds and COPS Mat' Studies INBO& Economic Nnalyzis, & Debt Reslruduring/ Pry erty nagement Financial Evaluation ReMancing 1 Resonant Retail Fiscal Impact & Public(�genry NOWT® Financial Strategies/ Benefit Analgsis Poor ROA Services Entitlements/ Lantl Ose & Public/ Private Due Diligence Znnin9 Strategies Transactions fil EnbancealFDs Continuing Disclosure Developer Planning and Selection lRFP/D) Implementation Services 'Conned MBE and SBE NoementCompenleale the proud reclplent of the 'Ar eIIPrvato Letico Buelneee of the Year fore the 2015 Los A ggeles Buelneee JoumaYs Letlno Buelneee of the Year Awards KOSMONT COMPANIES 1601 N. Sepulveda Bud M182 Manhatlan Seats CA 90266 ph 424.4563088 v 9.f Packet Pg. 322 9.f CIN of Redondo Beach Peter Grant, Former Assistant City Manager Now City Manager, City of Cypress 5275 orange Avenue Cypress, CA 90830 Phone. ]14-229-6688 Cell. 714-335-1885 pgant@orypressca os CIN of Placentia Troy L. Butzlaff, former City Administrator Now City Manager, Conof Azusa 213 E. Foothill Blvd Azusa, CA 91702 Phone. 626 812-5238 Cell. 714-]45-5815 lbutzlaff@ciazusa mos CIN of Montebello William Molinari City Councilmember 1800 West Beverly Blvd Montebello, CA 90840 Cell .323-240-0481 *M afor Molina n does no have email You may contact On e Monomer Lien Gum an by email at igum an@mvom one bell ocorn if ecesen to ream mm eiedmni®iry. City of South Gate Steve LeFever Community Development Director 8850 California Avenue South Gate CA 90280 Cell. 323228 9217 slefever@sogate org CIN of Stanton Omar Dadabhoy Community Development Director 7800 Katella Avenue Stanton, CA 90880 Phone. ]14-3]9-9222 x213 odadabhoy@cistanton mos Kilroy Realty Corporation Robert Little, Vice President of Development 12200 W. Olympic Blvd, Suite 200 Los Angeles, CA 90084 Phone. 858-523-2208 Cell 582-5333979 EmailrDIe@aIroyrealty corn TESTIMONIAL'. "Kosmont delivers an array of technics/ and deal making skins that public agencies cannot develop in-house. Their ability to understand economic development projects from the city, developer and financier perspectives hes deliveond tremendously successful results for Retlontlo Beech." PeterGran( Assistant City Manager, City of Retlontlo Beech KOSMONT PackM Pg.323 m'mN. w aeia..viy Mamanane®mcn 902A rn uaac.nee wmv 9.g CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT Pursuant to Government Code Section 53083 Prepared By: PA kosmon companies KOSMONT COMPANIES 1601 N. Sepulveda Blvd., #382 Manhattan Beach, CA 90266 Telephone: (424) 456-3088 www.kosmont.com January 29, 2016 Packet Pg. 324 9.g Table of Contents 0 Y 1.0 Introduction......................................................................................3 ,E�, 1.1 Economic Development Subsidy Overview .............................................. 3 a A. Background & Purpose......................................................................................3 R B. Description of Agreement & Related Requirements............................................3 a C. Additional Considerations...................................................................................4 R 1.2 Legal Requirements....................................................................................5 R 2.0 Economic Development Subsidy Report.......................................7 2 2.1 Reporting Requirements.............................................................................7 C.L. A. B. C. D. E. F. Name and Address of Corporation ............................ Subsidy Schedule...................................................... Subsidy Description................................................... Statement of Public Purpose for Subsidy .................. Projected Tax Revenue to City of Santa Clarita......... Fcfimafarl Alnmhar nf. lnhs CITY OF SANTA CLARITA ......................................... 7 ......................................... 7 ......................................... 8 .......................................10 .......................................11 .......................................11 ECONOMIC DEVELOPMENT SUBSIDY REPORT Pag Packet Pg. 325 9.g 1.0 Introduction 0 1.1 Economic Development Subsidy Overview .4 With the adoption of Assembly Bill 562 ("AB 562"), adding Government Code Section 53083, E w the Governor and Legislature acknowledged the need for cities, counties and the State, to a encourage economic development in order to increase employment, maintain its existing tax base, and attract and retain certain businesses, by allowing for the provision of economic R development subsidies. To that end, the City of Santa Clarita ("City") and Laemmle Theatres, a LLC, a California Limited Liability Corporation ("Laemmle") propose to enter an Agreement (the R "Agreement") as it relates to the property located at the southwest corner of Railroad Avenue R and Lyons Avenue in the Old Town Newhall community of the City ("Property"). The Property encompasses portions of Los Angeles County ("County') Assessor Parcel Numbers ("APN") a 2831-007-900,2831-007-901,2831-007-902, and 2831-007-903. Government Code Section 53083 provides that on and after January 1, 2014, each local agency shall, before approving any economic development subsidy in an amount of $100,000 or more within its jurisdiction, conduct a public hearing and provide specific information in written form to the public prior to approving an economic development subsidy. The preparation of this Report is meant to satisfy the aforementioned requirements under Government Code Section 53083, which is to be made available to the public prior to the approval of the proposed Agreement and economic development subsidy. A. Background & Purpose Redevelopment was a powerful local economic development program that was eliminated in California in 2012 with the adoption of ABx1 26 and the decision of the California Supreme Court in CRA v. Matosantos. In response to the loss of redevelopment, the City finds it necessary to develop alternative strategies for economic development, which includes, but is not limited to, entering into certain operating and restrictive covenants that serve to retain and attract growing businesses, create jobs, and promote a sustainable and growing tax base in the City applying, as appropriate, certain tax and revenue reimbursement methods based on performance once operations are installed as required. B. Description of Agreement & Related Requirements The provisions in the Agreement between Laemmle and the City require Laemmle to adhere to certain Theatre Operating Covenants ("Covenant Requirements"). The Covenant Requirements generally stipulate that Laemmle operate at least six movie screens in the City for a period of fifteen (15) years (2018 to 2032) ("Operating Period"). After year seven (7), the Covenant Requirements allow Laemmle to convert a portion of its improvements into either retail or office space. Additionally, there are a number of uses identified, which are not allowed. In the case that this option is exercised, Laemmle is required to maintain operation of a minimum of four (4) CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT Pag Packet Pg. 326 9.g Theatre screens. Laemmle must also comply with applicable prevailing wage requirements in the construction of the improvements as a result of the City subsidy. In exchange for satisfying the aforementioned Covenant Requirements, the City shall make a one-time payment of $1,980,000 ("Covenants Consideration") to be deposited into escrow at the time that the sale of the theatre property closes, and then provided to Laemmle at the time the project is deemed by the City to be complete. Apart from the Covenants Consideration delineated above, the City shall contribute the Property to Laemmle at an appraised fair market value of approximately $440,525. As a result, the City will pay the Successor Agency $440,525 at close of escrow for the Property. The City will additionally contribute payment on Laemmle's behalf for permit and development fees for entitlement and construction of the project at the time they are required to be paid, up to an amount of $400,000. To the extent that any portion of the $400,000 sum remains unexpended as of completion of the Project, up to $80,000 may be applied to eligible site preparation costs discussed next. Laemmle is additionally eligible for reimbursement of up to $600,000 for site preparation costs, including site clearance, grading, relocation of utilities, and required off-site improvements. The total value of City contributions referenced above is estimated at up to $3,420,525 ("Economic Development Subsidy"). The City's obligation to provide the aforementioned assistance is conditioned on: • Laemmle not being in default under the Agreement • Laemmle having complied with all the terms and conditions of the Project that are applicable at the time of the payment • Laemmle having commenced construction of the Project and continuing to diligently execute construction of the Project (as related to the site preparation grant) • Laemmle having completed construction of the Project (as to the Covenants Consideration) • The representations and warrants made by Laemmle continuing to be true and correct (i.e. qualified to do business in California; obligation under the Agreement do not conflict with any other obligation of Laemmle; no knowledge of litigation that will impair ability to perform obligations under the Agreement; Laemmle not subject of any bankruptcy proceeding). C. Additional Considerations Laemmle represents a potentially catalytic, entertainment -oriented project in the historically under -vitalized neighborhood of the City in Old Town Newhall. A Theatre such as Laemmle has the potential to serve as an "anchor" along Main Street, which, in addition to generating direct fiscal impacts (e.g. sales tax, property tax) and economic benefits (e.g. job creation), can produce indirect impacts for nearby businesses in Old Town Newhall. These fiscal impacts enable the City to fund vital public services and infrastructure improvements, thereby further assisting in the retention and attraction of businesses to further enhance the City's employment base advance the City's economic development goals and objectives. CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT Page Packet Pg. 327 9.g 1.2 Legal Requirements 0 Pursuant to Government Code Section 53083, all of the following information must be provided in written form available to the public, and through its Internet website, if applicable, prior to the approval of the Economic Development Subsidy: E w w A. The name and address of all corporations or any other business entities, except for sole w proprietorships, that are the beneficiary of the economic development subsidy, if N applicable; a c R d B. The start and end dates and schedule, if applicable, for the economic development R subsidy; u a C. A description of the economic development subsidy, including the estimated total amount of the expenditure of public funds by, or of revenues lost to, the local agency as M a result of the economic development subsidy; D. A statement of the public purpose for the economic development subsidy; E. Projected tax revenue to the local agency as a result of the economic development subsidy; and F. Estimated number of jobs created by the economic development subsidy, broken down by full-time, part-time, and temporary positions. In compliance with Government Code Section 53083, the following sections of this Report provide the aforementioned required information, which detail the aspects of the Agreement by and between the City and Laemmle and the analysis necessary to determine the projected revenue generated by Laemmle to the City as part of its ongoing economic development goals and objectives. Exhibit 1, which follows, provides an aerial of the location of the subject Property. CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT Pag Packet Pg. 328 9.g Exhibit 1: Site Aerial Map Note: Property boundaries are approximated. Sources: Bing Maps, Los Angeles County Assessor (2015) CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT co w co r Pag Packet Pg. 329 9.g 2.0 Economic Development Subsidy Report 0 2.1 Reporting Requirements a E In accordance with Government Code Section 53083, the following subsections provide the w information and details of the Agreement by and between the City and Laemmle. The Report shall remain available to the public and posted on the City's website until the end date of the w R Agreement, which is more fully described herein. N a c R d N A. Name and Address of Corporation The name and address of all corporations or any other business entities, except for sole a proprietorships, that are the beneficiary of the economic development subsidy. M Corporation Name: Laemmle Newhall, LLC, a California limited liability company Corporation Address: 11523 Santa Monica Boulevard, Los Angeles, CA 90025 B. Subsidy Schedule The start and end dates and schedule, if applicable, for the economic development subsidy. Pursuant to the Agreement, if approved, the City shall contribute the Property to Laemmle (estimated first quarter of 2017) for construction of the project. The City will contribute payment on Laemmle's behalf for permit and development fees for entitlement and construction of the project at the time they are required to be paid (anticipated during entitlement and construction period 2017-2018). Reimbursement of site preparation costs will occur following the corresponding expenditures (anticipated during construction period 2017-2018). The City shall deposit the Covenants Consideration into escrow at the close of escrow for conveyance of the Property to Laemmle, which will be provided to Laemmle at the time the project is deemed by the City to be complete (estimated 2018). The Economic Development Subsidy will conclude with the distribution of the Covenants Consideration upon completion of the Project, followed by reimbursement of final site preparation costs within sixty (60) days following completion of the Project. In no event shall the total subsidy exceed $3,420,525. CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT Page Packet Pg. 330 C. Subsidy Description 9.g A description of the economic development subsidy, including the estimated total amount of the expenditure of public funds by, or of revenues lost to, the local agency as a result of the economic development subsidy. Overview The Agreement by and between the City and Laemmle describes the Economic Development Subsidy as an amount not to exceed $3,420,525, the eligibility for which is partially premised (as related to Covenants Payment) on the execution of the Covenant Requirements described herein. The composition of the Economic Development Subsidy due to Laemmle is illustrated below ("Economic Development Subsidy Description"): Covenant Requirements Pursuant to the provisions in the Agreement, Laemmle must adhere to the Covenant Requirements, which generally require the continuous use and operation of Laemmle's business ("Business") throughout the duration of the Operating Period. After year seven (7) of the Operating Period, the Covenant Requirements allow Laemmle to convert a portion of its improvements into either retail or office space. Additionally, there are a number of uses identified, which are not allowed. In the case that this option is exercised, Laemmle is required to maintain operation of a minimum of four (4) Theatre screens. Laemmle must also comply with applicable prevailing wage requirements in the construction of the improvements as a result of the City subsidy. Conditions Precedent The City's obligation to provide the aforementioned assistance is conditioned on: • Laemmle not being in default under the Agreement • Laemmle having complied with all the terms and conditions of the Project that are applicable at the time of the payment • Laemmle having commenced construction of the Project and continuing to diligently execute construction of the Project (as related to the site preparation grant) • Laemmle having completed construction of the Project (as to the Covenants Consideration) • The representations and warrants made by Laemmle continuing to be true and correct (i.e. qualified to do business in California; obligation under the Agreement do not conflict with any other obligation of Laemmle; no knowledge of litigation that will impair ability to perform obligations under the Agreement; Laemmle not subject of any bankruptcy proceeding). CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT Pag Packet Pg. 331 9.g Economic Development Subsidy Description The Economic Development Subsidy pursuant to the Agreement includes four (4) primary components, as outlined below: Subsidy Component Estimated Amount Estimated Schedule Land Contribution $440,525 Prior to Construction Development Fee Contribution Up to $400,000 Based on City Fee Requirements Site Preparation Cost Reimbursement Up to $600,000 During Construction Period Covenants Consideration $1,980,000 Upon Completion of Construction Estimated Total Up to $3,420,525 Land Contribution: The City shall contribute the Property to Laemmle (estimated first quarter of 2017) at an appraised value of approximately $440,525 for construction of the project. Development Fee Contribution: The City will contribute payment on Laemmle's behalf for permit and development fees for entitlement and construction of the project at the time they are required to be paid (anticipated during construction period 2017-2018), up to an amount of $400,000. To the extent that any portion of the $400,000 sum remains unexpended as of completion of the Project, up to $80,000 may be applied to eligible site preparation costs discussed next. Site Preparation Cost Reimbursement: Laemmle is eligible for reimbursement of up to $600,000 for site preparation costs, including site clearance, grading, relocation of utilities, and required off-site improvements following the corresponding expenditures (payment anticipated during construction period 2017-2018). Covenants Consideration: In exchange for satisfying the Covenant Requirements, the City shall make a Covenants Consideration payment of $1,980,000 to be deposited into escrow, and then provided to Laemmle at the time the project is deemed by the City to be complete (estimated 2018). The total value of the Economic Development Subsidy is estimated at up to $3,420,525. CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT Pag Packet Pg. 332 9.g D. Statement of Public Purpose for Subsidy The Economic Development Subsidy that the City intends to provide to Laemmle, pursuant 0 to the terms of the Agreement, constitutes a valid public purpose that is consistent with the City's economic development goals and objectives as expressed in the Economic w Development Element of the City's General Plan, including tax revenue generation, E w business attraction, and employment creation within one of the City's targeted industries, entertainment. w R N With the dissolution of redevelopment agencies across the State in 2012, a primary a c economic development tool and stream of revenue to fund the City's revitalization efforts in R w physically and economically blighted areas within the community was eliminated. The R Economic Development Subsidy is a key economic development tool to help facilitate the v attraction of Laemmle's operations in the City, thereby creating the potential for increased a' tax revenues and employment opportunities within the City. Laemmle represents a potentially catalytic, entertainment -oriented project in the historically under -vitalized neighborhood of the City in Old Town Newhall. A Theatre such as Laemmle has the potential to serve as an "anchor" along Main Street, which, in addition to generating direct fiscal impacts (e.g. sales tax, property tax) and economic benefits (e.g. job creation), can produce indirect impacts for nearby businesses in Old Town Newhall. These fiscal impacts enable the City to fund vital public services and infrastructure improvements, thereby further assisting in the retention and attraction of businesses to further enhance the City's employment base and advance the City's economic development goals and objectives. CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT Page Packet Pg. 333 9.g E. Projected Tax Revenue to City of Santa Clarita Separate evaluations prepared by Kosmont Companies and Applied Economics analyzed 0 the fiscal revenue impacts of the proposed Laemmle project and concurrent adjacent mixed- use development. It is estimated that the projects collectively will generate approximately w $3,500,000 in direct and indirect property and sales tax revenue over the term of the E w Operating Period (by 2032, or year 15 of operation), which correlates to average annual revenues of approximately $235,000. This amount is sufficient to "pay for" the proposed w Economic Development Subsidy, which appears reasonable, considering 15 -year term of N the Operating Period. Exhibit 2 below provides further detail on estimated annual direct and a c indirect property and sales tax revenues throughout the duration of the Operating Period. R w m R Exhibit 2: Estimated City Property and Sales Tax Revenue 2 M EL $300,000 $282K $253K $260K $267K $7�a�c $250,000 $239K $246K M18K 1�221 $200,000 K $227K S233K $193K $198K $203K $20K 11 $150,000 $100,000 $s0,009 $0 — 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 F. Estimated Number of Jobs Laemmle estimates 21 on-site employees within the project, comprised of: • One (1) full-time manager ($43,000 annual salary) • Eight (8) full-time employees ($13 hourly) • Twelve (12) part-time (20 hours / week) employees ($11 hourly) CITY OF SANTA CLARITA ECONOMIC DEVELOPMENT SUBSIDY REPORT Page ;I1 of 11 Packet Pg. 334 CONFLICT OF INTEREST POLICY I. PURPOSE 9.h A. The purpose of this policy is to establish guidelines, as required under California Public Contract Code section 22162 for a standard organizational conflict-of-interest policy, consistent with applicable law, regarding the ability of a person or entity ("Consultant") to submit a proposal as a design -build entity or to join a design -build team ("Proposer") for a design -build project procured pursuant to California Public Contract Code section 22160 et seq. II. POLICY A. A Consultant will NOT be allowed to participate as a Proposer or to join a design -build team in response to a design -build Request for Proposals (RFP) if any of the following circumstances is applicable: 1. The Consultant is the City's general engineering, architectural or design consultant or subconsultant (hereinafter collectively referred to as "general design consultant") for the particular design -build project, including but not limited to the bridging architect. 2. The Consultant has assisted or is assisting the City in the management or procurement of the particular design -build project, including drafting or preparation of the RFP language or evaluation criteria. 3. The Consultant on behalf of the City has conducted preliminary design services for the particular t design -build project such as engineering analysis, environmental analysis, feasibility studies, � preliminary designs, conceptual layouts, preparation of bridging documents, or similar design C.L. services. M 4. The Consultant has performed work on a previous contract that specifically excludes them from participating as a Proposer orjoining a design -build team for the particular design -build project. v 5. The Consultant has obtained any advice from the City relating to procurement of the design -build project. B. Consultants who may have potential conflicts of interest in relation to the design -build program or project and wish to participate as a Proposer or join a design -build team must: 1. Conform to federal and state conflict of interest rules and regulations. 2. Disclose all relevant facts relating to past, present or planned interest(s) of the Proposer's team (including the Proposer, Proposer's proposed consultants, and subconsultants and or subcontractors and their respective chief executives, directors and key personnel) which may result in, or could be viewed as, an organizational conflict of interest in connection with any design -build procurement including present or planned contractual or employment relationships with any current City employee. 3. Disclose in the response documents to a design -build Request for Qualifications (RFQ) and RFP, all of c the work performed in connection with the design -build program and project. E M 4. Provide ALL records of such work performed for the City so that all information can be evaluated and R Y made available to all potential design -build teams, if necessary. Q 5. Ensure that the Consultant's contract with any other entity, or stakeholder in the design -build project, to perform services related to the design -build project or program has expired or has been terminated. OAK #4819-1088-6700 V1 Packet Pg. 335 9.h 6. In cases where consultants on different consultant teams belong to the same parent company, each consultant shall describe how the subconsultants and or subcontractors would avoid conflicts through the qualification and bid phases of the design -build project. 7. For other potential conflicts of interest not specifically mentioned above (e.g., employee(s) changing companies, merger/acquisition of firm, financial interest), Consultant shall disclose and address any such potential conflicts of interest. C. Upon review of the information provided above, the City will determine, in its sole discretion, if the Consultant has obtained an actual or perceived unfair competitive advantage that would preclude it from proposing on the design -build project. D. The successful Proposer for a design -build RFP or firms affiliated with this Proposer are prohibited from competing on any agreement to provide construction management and/or inspection services for the design -build project. 1. An affiliated firm is one subject to the control of the same persons, through joint ownership or otherwise. Except for subconsultants whose services are limited to providing surveying or material testing information, no subconsultants who provided design services in connection with the design build project shall be eligible to compete for any agreement to provide construction inspection services for the design -build project. E. After award of a design -build contract, Consultant has an ongoing obligation to monitor its actual and potential conflicts of interest. The City has a right to ongoing enforcement of this Policy. If an organizational conflict of interest is discovered after contract award, the consultant must make an immediate and full written disclosure to the City that includes a description of the action that the consultant has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist and Consultant was aware of an organizational conflict of interest prior to award of the contract and did not disclose the conflict, City may terminate the contract. If a new conflict of interest arises after contract award, and Consultant's proposed measures to avoid or mitigate the conflict are determined by City to be inadequate to protect City, City may terminate the contract. If the contract is terminated, City assumes no obligations, responsibilities and liabilities to reimburse all or part of the costs incurred or alleged to have been incurred by consultant and is entitled to pursue any available legal remedies. III. PROCEDURE A. A conflict of interest checklist will be provided to and is to be used by all Proposers to assist in screening for potential organizational conflicts of interest. Please note that this checklist serves as a guide only, and that there may be additional potential conflict situations not covered by this checklist. If a Proposer determines a potential conflict of interest exists that is not covered by this checklist, that potential conflict must still be disclosed. B. The Proposer shall complete the Disclosure of Potential Conflict of Interest form and submit it along with the Proposer's RFP response. A disclosure of a potential conflict of interest will not necessarily disqualify a Proposer from being awarded a contract. The disclosure form shall be provided separate from the bound proposal, and it will not be provided to the RFQ/RFP selection committee members. Separate City contract management staff, in consultation with the City Attorney, will review the disclosure and the appropriateness of the proposed mitigation measures to determine whether the conflict disqualifies the Proposer from award of the contract. The City reserves the right to cancel or amend the resulting contract if the successful Proposer failed to disclose a potential conflict, which it knew or should have known about, or if the Proposer provided false or misleading information on the Disclosure Form. Y 0 0 m Y c w E CL 0 w w a `o m Y E w a w R N a c R d m R t v EL EL M m M a v 0 EL W N N c 0 Y V N w 0 0 U R Y 0 0 U v a EL EL Y E t v Y Y OAK #4819-1088-6700 V1 Packet Pg. 336 9.h C. Upon review of the information provided by Proposer, the City will determine, in its sole discretion, if the Proposer has a conflict of interest. The City recognizes that Proposers must maintain business relationships with other public and private sector entities in order to continue as a viable business. The City will take this into account as it evaluates the appropriateness of the proposed measures to mitigate potential conflicts. It is not the intent of the City to disqualify Proposers based merely on the existence of a business relationship with another entity, but rather only when such relationship causes a conflict and potentially impairs the Proposer's ability to provide objective advice to the City. The City will disqualify Proposers in cases where a potential conflict cannot be adequately mitigated. OAK #4819-1088-6700 V1 Packet Pg. 337 ( APPLIED ECONOMICS INDIRECT ECONOMIC IMPACTS OF THE PROPOSED REDEVELOPMENT BLOCK PROJECTS FINAL DRAFT REPORT NOVEMBER 9, 2015 E C Economic & Fiscal Impact Demograpluc Analysis Economic Development Packe[Pg. 338 E PREPARED FOR: CITY OF SANTA CLARITA, CALIFORNIA 23920 VALENCIA BOULEVARD E SANTA CURRA, CALIFORNIA 91355 NOVEMBER 9, 2015 E C Economic & Fiscal Impact Demograpluc Analysis Economic Development Packe[Pg. 338 9.i TABLE OF CONTENTS EXECUTIVE SUMMARY........................................................................................... III 1.0 INTRODUCTION.............................................................................................. 1 2.0 INDIRECT ECONOMIC IMPACTS.................................................................... 3 3.0 BUSINESS SALES IMPACTS........................................................................... 6 4.0 PROPERTY VALUE IMPACTS......................................................................... 10 5.0 REVENUE IMPACTS................................................................................. 13 APPLIED ii ECONOMICS Packe[ Pg. 339 F-97-1 EXECUTIVE SUMMARY The purpose of this study is to evaluate the economic and revenue impacts of the three proposed projects being proposed for the Redevelopment Block on surrounding businesses and properties in the Old Town Newhall portion of Santa Clarita, California. The proposed projects could be the next important piece of the City's redevelopment efforts, begun some ten years ago, to transform and revive Old Town Newhall. The Redevelopment Block Projects are proposed for a site on the southwest corner of Lyons and Railroad Avenues. The project site is located near the north end of historic Old Town Newhall. The first project is a six or seven -screen Laemmle Theatres arthouse cinema. The second project is a mixed-use development with 46 apartments above 19,300 square feet of ground -floor retail space. Included in the mixed-use portion is a minimum of 79 residential parking spaces. Additional spaces for the residential uses are being considered, but would be dedicated solely for the use of the residents. The third and final component to the project is a parking structure for public parking estimated to be at least 350 spaces. The indirect economic impact of this project will be driven by new economic activity from three primary sources including, ancillary expenditures made by theatre and new retail patrons, additional people drawn to the area that utilize the new available parking, and r expenditures made by the residents and workers occupying the projects. In turn, this ° new economic activity is expected to result in further real estate redevelopment and a increased property values. Together, the theatre patrons, the associated visitors, and project residents and employees are expected to generate an increase of about $14.1 million in new taxable sales to the City of Santa Clarita annually. e New on-site non -theatre sales will account for $7.7 million impact in annual indirect taxable sales, resulting in a net impact of about $6.4 million per year being spent at existing businesses. Since approximately $600,000 of the $800,000 of new taxable sales by residents is not expected to occur in the five study areas, the annual impact on existing businesses in the Old Town Newhall study areas will equal about $5.8 million per year. The $600,000 per year would still flow into Santa Clarita businesses, but in categories such as automobiles, apparel, and household furnishings that are not represented in the study areas. The $6.4 million in net new taxable sales results in about $64,000 per year of additional revenue to the City of Santa Clarita in the first year of operations. The project will also have a positive impact on the value of other properties in the immediate area and could help induce other property impacts through redevelopment. While any increases in property values may not immediately translate into additional property tax revenues, over time the value of a commercial property is directly related to its ability to generate revenue. Applying value increases by study area and type of use results in about a $6.6 million increase in property values as a result of the project. Based on an assessment of the properties immediately surrounding the project(s), it is estimated that redevelopment could add another $3.4 million in increased property value. The total property value increase of about $10.0 million would result in about $14,900 per year in net new property tax to the City of Santa Clarita. APPLIED ;;; ECONOMICS Packe[ Pg. 340 F-9.1 1.0 INTRODUCTION The purpose of this study is to evaluate the economic and revenue impacts of the three unique projects that are currently proposed for the Redevelopment Block on surrounding businesses and properties in the Old Town Newhall portion of Santa Clarita, California. The three proposed projects could be the next important piece of the City's redevelopment efforts, begun some ten years ago, to transform and revive Old Town Newhall. The redevelopment efforts are aimed at embracing the area's origins as a railroad and highway transportation hub, while creating a new sense of place and economic opportunity for existing and future businesses. The Redevelopment Block is a block of property on the southwest corner of Lyons and Railroad Avenues. The project site is located near the north end of historic Old Town Newhall, generally bordered by Lyons Avenue, Railroad Avenue, 9t° Street and Main Street. The site has excellent accessibility to the target market area since it is located about 2 miles east of Interstate 5 and 2 miles northwest of the Antelope Valley Freeway. The site is across the street from the recently completed Old Town Newhall Library and is in close proximity to the Newhall Metrolink Station. The area immediately surrounding the site is home to a base of unique shops and restaurants which are unified by a pedestrian -friendly Main Street. The first project is proposed to be a six or seven -screen Laemmle Theatres' arthouse a cinema. The second project is a mixed-use project consisting of 46 apartments above 19,300 square feet of ground -floor retail space. As part of the mixed-use project, a minimum of 79 residential parking spaces will be provided. Additional spaces may be r provided but would be restricted to the residential units. Finally, the third project is a a parking structure consisting of at least 350 public parking spaces. This parking will rc provide much needed additional accessibility to existing businesses by both current customers and the new customers that find the area as a result of visiting the project a E site. The Redevelopment Block Projects are also likely to be a stimulus for further redevelopment in the immediate area, resulting in increases in employment, retail sales .o and property values. o In order to properly assess the impact of the project on neighboring businesses and properties, the area surrounding the site was divided into five study areas. As shown in Figure 1, the study areas are based on land use, proximity to the project site and type of business. Study areas 1, 2 and 5 are located along Main Street in the primary revitalization area. Study areas 3 and 4 include businesses west of Walnut Street along Lyons Avenue, which serves as a major thoroughfare with access to Interstate 5. Location and the type of development and businesses in each study area were taken into account when determining the potential off-site economic and revenue impacts. APPLIED 1 ECONOMICS Packet pg. 3%1 9.i FIGURE 1: PROJECT LOCATION AND STUDY AREAS As shown in Figure 2, the study areas are dominated by commercial uses that are surrounded by multifamily and single family residential and open space. Most of the study areas are within the Old Town Newhall Specific Plan area, which separates urban center commercial development from corridor commercial development and is reflective of the transportation -centric history of the area. The study areas cover about 53.6 acres, with a net parcel area of 33 acres. Of this about 35.7 percent is community commercial, 50.6 percent is urban center commercial and 13.7 percent is urban general multifamily development. The areas include a wide variety of building types and building conditions, although a significant proportion of them need renovation. While the need for renovation poses a challenge to the community, it creates the potential for additional redevelopment spurred by projects, such as this one, that attract new customers to the area. A APPLIED y ECONOMICS 0 FIGURE 2: STUDY AREA ZONING Specific Plan Zoning Corrltlor - Urbanc..w urban Gwera12 General Plan Zoning community commemal 2.0 INDIRECT ECONOMIC IMPACTS The indirect economic impact of this project will be driven by new economic activity from three primary sources: • Ancillary expenditures made by new theatre and retail patrons, • Additional people drawn to the area that utilize the new available parking, and • Taxable expenditures made by the residents and workers occupying the projects. In turn, this new economic activity is expected to result in further real estate redevelopment, which could drive increases in property values and property tax collections for the City of Santa Clarita and others. For the first source of new activity, expenditures made by theatre patrons outside the theatre, the impact is based primarily on information obtained from the theatre operator. The theatre operator expects about 200,000 patrons per year and assumes each patron will conservatively spend about $10 outside the theatre, for a total of about $2.0 million in new sales outside the theatre per year. APPLIED s ECONOMICS Packe[ Pg. 343 However, given the income of the Santa Clarita area residents, the number of professional businesses and employees in close proximity to the project, and the impact of the 300 daily Metrolink riders' who will now have a reason to stay in Old Town Newhall, this analysis uses a rate of $15 per patron. This results in a total of about $3.0 million in new taxable sales made outside the theatre itself, as shown in Table 1. The analysis also assumes that all of these taxable sales will occur in the five study areas. TABLE 1: ESTIMATED NON -THEATRE NEW TAXABLE SALES BY SOURCE Sources Factors Assumptions Economic Activity New Taxable Expenditures Movie Theatre Patrons 200,000 Non -Theatre Expenditures/Patron $15.00 $3,000,000 $3,000,000 Additional Activity Patrons 870,000 Non -Theatre Expenditures/Patron $15.00 $/day $35,700 $13,030,500 New Activity Share 75% Impact/day $26,775 $9,772,875 Project Residents Unit Type Units Mo. Rent 1 Bedroom 15 $1,720 2 Bedroom 27 $2,315 3 Bedroom 4 $2,818 Total Income(90%Occupancy) $5,377,158 Local Taxable Expenditures 20% $1,075,432 New Activity Share 75% $806,574 Project Employees Sq. Feet 39,000 Employment 300 $/Employeelday $5.00 $547,500 $547,500 Total Indirect Impact $17,656,093 $14,126,949 Sources: Serrano Development Group, Laemmle Theatres LLC; Applied Economics, 2015 In addition to the theatre, the project features at least 350 public parking spaces. An increase in available public parking, especially for special Main Street events, combined with the additional exposure to the Old Town Newhall area provided by the theatre, will have a significant impact on surrounding businesses. The potential sales impact of the additional parking spaces assumes each space is used 4 times per day, with an average occupancy of 85 percent, two persons per vehicle and about $15 per person in associated taxable sales. 1 Southern Califomia Regional Rail Authority, Newhall Station Average Weekday Boardings, 2015. 0 n n APPLIED 4 ECONOMICS Packe[ Pg. 344 About 75 percent of the sales associated with the new parking spaces are assumed to be the result of new demand in the project area, as opposed to existing area patrons, and are expected to generate about $9.7 million in new taxable sales to the City of Santa Clarita. Finally, there will be taxable sales made by residents and employees of the project. With respect to the residents, the 46 residential units in the project are expected to include households with a total of about $5.4 million per year in income, based on the unit mix and proposed rental rates. Of this, about 20 percent would likely be spent on taxable expenditures within the City of Santa Clarita, resulting in approximately $1.1 million per year in additional taxable expenditures as a result of the project. About 75 percent of these expenditures are assumed to result from new residents, thereby reducing the new taxable sales figure to about $800,000 per year. Based on the type of businesses in the study areas, it is estimated that only about 25 percent of the $800,000 in new annual taxable sales would occur in the study areas. With respect to employment, the theatre and associated mixed-use projects are assumed to employ some 300 workers based on standard employment density rates for this type of mixed-use development—Each employee is expected to spend about $5.00 per day in taxable sales in the study areas based on BLS consumer expenditure data. This equates to about $548,000 per year in new taxable expenditures in the Old Town Newhall area that would not have occurred without the Redevelopment Block Project(s). All told, the theatre and retail patrons, the associated parking, and project residents and n employees are expected to generate an increase of about $14.1 million in new taxable — sales to the City of Santa Clarita as outlined in Table 1. Of this, about $13.5million is c expected to occur in the Old Town Newhall study areas after the expenditures by d project residents are reduced to account for the market basket of goods that are available in the study areas. APPLIED s ECONOMICS Packe[ Pg. 345 3.0 BUSINESS SALES IMPACTS To measure how the increase in indirect economic activity translates into impacts on existing local and study area businesses, it is necessary to reduce the indirect taxable sales estimates to account for the new non -theatre sales within the project. Based on the financial pro -forma information provided by Serrano Development, new on-site non - theatre sales of about $7.7 million ($400/sq ft x 19,300 = $7,720,000) per year are expected, with potential future escalations matching inflation per year. The new on-site non -theatre sales reduce the $14.1 million impact in annual indirect taxable sales to a net impact of about $6.4 million per year on existing businesses. Since about $600,000 of the $800,000 of new taxable sales by residents is not expected to occur in the study areas, the annual impact on existing businesses in the Old Town Newhall study areas is further reduced to about $5.8 million per year. This $600,000 per year would still flow into Santa Clarita businesses, but in categories such as automobiles, apparel and household furnishings that are not represented in the study areas. In order to determine how much of the new economic activity the businesses in the d study areas could reasonably benefit from, it was necessary to develop an inventory of "m existing businesses in each study area from secondary sources and on-site field work. Current employment and sales estimates were developed using information purchased a' from the national research firm InfoUSA, with adjustments based on our field survey and sales data provided by HdL Companies, the City of Santa Clarita's tax consultants. M The results of this inventory assessment, summarized in Table 2, show a total of 190 businesses with current employment of about 960 workers and total taxable sales of about $37.2 million per year. About 45 percent of the businesses fall into the Business & Industry industrial category, which is largely comprised of personal and business service providers. While these businesses do not generally have taxable sales, they tend to employ educated, professional and administrative -type workers with higher than average salaries — the type of people who tend to patronize Laemmle Theatres. Of the remaining businesses in the study areas, about 42 percent fall into the Food, Drug and Restaurant (Food/Restaurant) and Consumer Goods industrial categories. These are the categories that will benefit most from the indirect economic impacts of the. project. This includes nearly 90 businesses with current employment of about 320 workers and taxable sales of about $21.8 million per year. The remaining 13 percent of businesses are in the Automotive and Construction industry categories and have a total of about $15.4 million per year in taxable sales. Businesses in these categories are not expected to be significantly impacted by the project's indirect economic impacts, although some sales as result of increased employment are possible. As shown in Figure 3, the study areas contain significant concentrations of both large and small businesses across the Old Town Newhall area. Figure 4 profiles the same businesses showing their geographic distribution by industrial category. This figure A APPLIED y ECONOMICS 9Ci clearly shows the greater concentration of businesses in the Automotive, Food/Restaurant and Consumer Goods industry categories in study areas 1 and 2, while areas 3, 4 and 5 have more in the Business and Industry category. This distribution favors capturing the indirect economic impacts in the Old Town Newhall area nearest to the project, while supporting the project with a strong employment base. TABLE 2: EXISTING STUDY AREA BUSINESSES BY INDUSTRY CATEGORY Current Study Area Total 1 Study 168 $11,422,303 Taxable ai Industry Category Area Count Employees Sales $6,883,182 4 55 298 $11,366,218 5 3 Automobve 1 8 20 $2,893,012 w 2 5 18 $1,922,863 m 3 2 10 $1,284,000 d 4 0 0 $0 E 5 0 0 $0 d Total 15 48 $6,099,875 Q Construction 1 1 4 $1,439,000 d w 2 0 0 $0 a 3 2 55 $1,964,719 4 5 52 $5,947,956 5 0 0 $0 r Total 8 111 $9,351,675 a Business &Industry 1 9 52 $0 2 22 127 $0 3 18 97 $0 4 36 163 $0 c 5 3 30 $0 0 Total 88 469 $0 W Food, Drug, Restaurant & Hotel 1 9 37 $4,189,353 0. 2 8 17 $2,384,553 E 3 3 39 $1,811,700 0 4 7 61 $4,785,300 E 5 0 0 $0 0 C Total 27 154 $13,170,906 0 0 W Consumer Goods 1 14 55 $2,900,938 2 20 55 $3,235,582 U 'E 3 11 45 $1,822,763 0 C 4 7 22 $632,963 0 5 0 0 $0 w Total 52 177 $8,592,245 a d Study Area Total 1 41 168 $11,422,303 2 55 217 $7,542,998 3 36 246 $6,883,182 4 55 298 $11,366,218 5 3 30 $0 Total 190 959 $37,214,701 Sources: InfoUSA; City of Santa Clarks; Applied Economics, 2015 APPLIED 7 ECONOMICS 9.i FIGURE 3: STUDY AREA BUSINESSES BY EMPLOYEE COUNT I 1 ' a Emplouyee Coun[ 0T9 �� , • sac � g z�fi • r9b 19 �f • zobas � . `�, a oW1 2 r� ba9 � u Ponk � 9 •�� SWtlyAreaa eE FIGURE 4: STUDY AREA BUSINESSES BY INDUSTRY CATEGORY M Intluatry • IubmaBn • m i on ry ion • ue�wvc 6lnaotlry • Pootl 6pruyalRorvmmKaXo@h • Generel Cancunmr Gaetlx C Po vk SWtly Arae ®e® 1 2 3 5 APPLIED 8 ECONOMICS Packe[ Pg. 348 Both location and industry group were used to show how the $5.8 million per year in indirect economic impacts of the project could be captured by businesses in Old Town Newhall. Note that for this purpose, establishments in the Business and Industry category were excluded since they have very little in taxable sales and they are the only type of business in study area 5. While not quantifiable, increases in business activity in the Business and Industry category could result from the project leading to employment increases that, in turn, could boost sales to other local businesses. As shown in Table 3, about 94 percent ($4.2 million) of the $5.8 million per year in new taxable expenditures associated with existing businesses in Old Town Newhall would be in the Food/Restaurant and Consumer Goods industry categories. Overall, this translates into a 30.3 percent increase in the Food/Restaurant category and 17.9percent in the Consumer Goods category within the Old Town Newhall study areas. TABLE 3: INDIRECT IMPACTS ON TAXABLE SALES IN OLD TOWN NEWHALL Current With Project Study Taxable Indirect Project Impact Taxable Industry Category Area Sales Amount Percent Sales Automotive 1 $2,893,012 $95,065 3.3% $2,988,078 2 $1,922,863 $42,943 2.2% $1,965,806 3 $1,284,000 $51,745 4.0% $1,335,745 4 $0 $0 0.0% $0 Total $6,099,875 $189,754 3.1% $6,289,629 Construction 1 $1,439,000 $43,170 3.0% $1,482,170 2 $0 $0 0.0% $0 3 $1,964,719 $0 0.0% $1,964,719 4 $5,947,956 $43,111 0.7% $5,991,067 Total $9,351,675 $86,281 0.9% $9,437,956 Food, Drug, Restaurant&Hotel 1 $4,189,353 $1,821,035 43.5% $6,010,388 2 $2,384,553 $881,018 36.9% $3,265,572 3 $1,811,700 $384,298 21.2% $2,195,998 4 $4,785,300 $904,575 18.9% $5,689,875 Total $13,170,906 $3,990,926 30.3% $17,161,832 Consumer Goods 1 $2,900,938 $617,175 21.3% $3,518,112 2 $3,235,582 $631,881 19.5% $3,867,463 3 $1,822,763 $249,796 13.7% $2,072,559 4 $632,963 $36,205 5.7% $669,168 Total $8,592,245 $1,535,057 17.9% $10,127,302 Study Area Total 1 $11,422,303 $2,576,445 22.6% $13,998,748 2 $7,542,998 $1,555,842 20.6% $9,098,841 3 $6,883,182 $685,839 10.0% $7,569,021 4 $11,366,218 $983,891 8.7% $12,350,109 Total $37,214,701 $5,802,018 15.6% $43,016,719 Sources: InfoUSA; City of Santa Clams; Applied Economics, 2015 n m n APPLIED 9 ECONOMICS Packet Pg. 339 S.i Impacts on the Automotive and Construction industry categories are limited by the type of consumer spending expected to result from the project, however, some increases are possible. The significant concentration of automotive -related businesses in study areas 1 and 2 would likely receive a small boost in sales due to the increased number of potential consumers being attracted to the Old Town Newhall area. The greatest impacts would occur among the businesses in closest proximity to the project(s). Total impacts range from about 22.6 percent in study area 1 to about 8.7 percent in study area 4, and result in an overall 15.6 percent increase in taxable sales at existing businesses in the Old Town Newhall study areas. The impacts by industry category vary greatly by study area based on the industrial composition of businesses. The largest impact will be in the Food/Restaurant category, with impacts ranging from about 43.5 percent in study area 1 to about 18.9 percent in study area 4, resulting in an overall increase in taxable sales of 30.3 percent. In the next largest industry category of impact, Consumer Goods, the impacts range from 21.3 percent in study area 1 to 5.7 percent in study area 4. This results in a total increase of about 17.9 percent in the Consumer Goods industrial category. 4.0 PROPERTY VALUE IMPACTS In addition to its impacts on economic activity and taxable sales, the Redevelopment a' Block project(s) will have a positive impact on the value of other properties in the immediate area and could help induce other property impacts through redevelopment. M While any increases in property values may not immediately translate into additional property tax revenues, due to Proposition 13 and other supporting legislation limiting o. value growth, it is reasonable to assume that over time the value of a commercial property is directly related to its ability to generate revenue. Therefore, for this study the g projection of property value increases resulting from the project are linked to the sales E increases by type of property and study area. E The first step in determining how such value increases affect increased property value and property tax revenue was to compile an inventory of existing properties by study area from Los Angeles County Assessor's parcel data. This inventory included land area, improvement square footage, improvement age, land value and improvement value, as shown in Table 4. Combined, the study areas contain about 33 acres of land valued at $35.7 million and about 526,000 square feet of improvements valued at $24.6 million. This results in an average value of about $1.0 million per acre and $47 per square foot of built space. Both the land and improvement values are about half of what could be realized through redevelopment and a transference of ownership. The fact that the land is worth more than the value of the improvements is indicative of an area that is prime for redevelopment. APPLIED 10 ECONOMICS Packe[ Pg. 350 As shown in Figure 5, each of the five study areas contain numerous land parcels valued at $750,000 per acre or less, which is well below market value. In addition, Figure 6 shows that building values of $40 per square foot or less are prevalent in study areas 1, 2 and 4, which further supports the potential for redevelopment. TABLE 4: LAND AND IMPROVEMENT VALUES IN OLD TOWN NEWHALL Study Building Improvement Land Value Improvement Area Acres Land Value Area (SF) Value per Acre per Sq. Ft. Area 1 6.7 $5,303,136 93,999 $4,657,770 $794,596 $49.55 Areal 11.5 $15,425,432 212,372 $9,324,775 $1,340,177 $43.91 Area 3 6.4 $5,998,250 97,750 $7,727,335 $934,016 $79.05 Area 4 5.2 $7,405,294 94,570 $2,276,823 $1,432,636 $24.08 Area 3.2 $1,606,891 27,746 $663,150 $495,495 $23.90 Total 33.0 $35,739,003 526,437 $24,649,853 $1,082,410 $46.82 Sources: Los Angeles County Assessor's Office; Applied Economics, 2015. FIGURE 5: STUDY AREA PARCEL LAND VALUES 4 -- Lead— Lead Value Per Acro Less1—$11U o $350000-5]50000 $7590W -S1 2sOeN $1250000-$20W 000 - More Than 52,000000 WA APPLIED LL ECONOMICS Packe[ Pg. 351 FIGURE 6: STUDY AREA IMPROVEMENT VALUES Y Building Value Per SF - Less Ina,$ts $1sto$d0 $no m $. $10 m $m F Mme Th., SW WA m m m Applying value increases by study area and type of use results in about a $6.6 million increase in property values as a result of the project, as shown in Table 5. For o commercial properties, the percentage increase is based on the increase in sales by study area, which range from 9.8 percent in study area 1 to 3.0 percent in area 4. In the case of residential properties, the value increases were based on existing values and o. proximity to the proposed project and were assumed to be 5.0 percent in study area 1, E 2.0 percent in study areas 2 and 3, and zero in study areas 4 and 5. F 110:14=A7911:11=1031 S]9A_11UZ11UlIih1=10]9=11V1411IllRII*� Sources: Los Angeles County Assessor's Office; Applied Economics, 2015. APPLIED 12 ECONOMICS Packe[ Pg. 352 With Project With Project Value Area Acres Land Value Improvement Value Increase Area 1 6.7 $6,207,310 $7,987,027 $4,233,432 Areal 11.5 $16,488,254 $9,891,032 $1,629,079 Area 6.4 $6,207,310 $7,987,027 $468,753 Area 5.2 $7,627,453 $2,345,128 $290,464 Area 3.2 $1,606,891 $663,150 $0 Total 33.0 $38,137,218 $28,873,365 $6,621,727 Sources: Los Angeles County Assessor's Office; Applied Economics, 2015. APPLIED 12 ECONOMICS Packe[ Pg. 352 In addition to the value increases of existing properties, it is likely that the project will cause, or partially cause, redevelopment of properties in the surrounding area given their age, condition, quality and compatibility with future uses. Based on an assessment of the properties immediately surrounding the project, it is estimated that property values in Old Town Newhall could increase by another $2.3 to $4.6 million due to redevelopment. The range is driven not only by market demand, but also by the willingness of adjacent land owners to embrace redevelopment. Because of this uncertainty, a mid -point estimate of $3.4 million in increased property value from redevelopment is used in this study. 5.0 REVENUE IMPACTS The indirect revenue impacts associated with the project are based on net new taxable sales and increases in property values. As shown in Table 6, the project results in m about $6.4 million per year in net new taxable sales in the City of Santa Clarita. About d $5.8 million per year would occur within the Old Town Newhall study areas, with the w balance occurring elsewhere in the City. Within the Old Town Newhall study areas, over 70 percent of the increase is likely to occur in study area(s) 1 and 2. Based on the City's m d 1 percent tax rate (out the total 9 percent in sales tax), these new sales would result in "m about $64,000 per year of additional revenue to the City of Santa Clarita. This would be in addition to the $81,700 in sales tax projected for the first operating year of the a projects. The indirect impact could be expected to grow by 3 to 4 percent per year, consistent with the forecasts prepared by the developer for the project itself. TABLE 6: INDIRECT SALES TAX IMPACTS Source: Applied Economics, 2015. " Based on a City sales tax rate of 1 In the case of property tax, the indirect impact is based on increases in values across the study areas commensurate with the increase in sales volumes, as well as from potential redevelopment activity. Table 7 shows property value increases of about $6.6 million for existing properties and another $3.4 million resulting from redevelopment. The total property value increase of about $10.0 million would result in about $14,900 APPLIED 13 ECONOMICS t3ag7eet:Pg.353 Annual Annual Taxable Sales Area Sales Tax Old Town Newhall $5,802,018 $58,020 Study Areal $2,576,445 $25,764 Study Areal $1,555,842 $15,558 Study Area $685,839 $6,858 Study Area $983,891 $9,839 Study Areas $0 $0 Elsewhere in Santa Clarks $604,930 $6,049 Total $6,406,948 $64,069 Source: Applied Economics, 2015. " Based on a City sales tax rate of 1 In the case of property tax, the indirect impact is based on increases in values across the study areas commensurate with the increase in sales volumes, as well as from potential redevelopment activity. Table 7 shows property value increases of about $6.6 million for existing properties and another $3.4 million resulting from redevelopment. The total property value increase of about $10.0 million would result in about $14,900 APPLIED 13 ECONOMICS t3ag7eet:Pg.353 F-9-1 per year in net new property tax to the City of Santa Clarita. This would be in addition to the $35,000 per year in property tax generated by the project itself in the first year, as projected by the developer. Together, the indirect sales and property tax impacts of the Redevelopment Block Project(s) could result in about $44,000 of net new revenue to the City of Santa Clarita annually. This is equal to about half of the revenue impacts associated with the project itself. TABLE 7: INDIRECT PROPERTY TAX IMPACTS " Based on tax rate of 1.21 % with 12.26 percent of that going to the City of Santa Clarita. APPLIED 14 ECONOMICS Packe[ Pg. 354 Property Annual Value Property '^ Area Impacts Tax" c E E Existing Properties $6,621,727 $9,823 d Study Areal $4,233,432 $6,280 Q Study Areal $1,629,079 $2,417 d Study Area $468,753 $695 y Study Area $290,464 $431 Study Areas $0 $0 d x Redevelopment $3,400,000 $5,044 � r Total $10,021,727 $14,867 U Source: Applied Economics, 2015. " Based on tax rate of 1.21 % with 12.26 percent of that going to the City of Santa Clarita. APPLIED 14 ECONOMICS Packe[ Pg. 354 aoji s;uauaaaa6d aieg nue aseu3 ind : £9£ L) Annie 6uiMaed - uedsuaaici v Ane -1 ;;o3sui-i :;uawuf)eutir 2015 OLD TOWN NEWHALL PARKING STUDY (AN UPDATE OF THE NOVEMBER 2012 REPORT City of Santa Clarita, California December 22, 2015 Prepared for.- City or:City of Santa Clarita 23920 Valencia Boulevard, Suite 302 Santa Clarita, CA 91355 LLG Ref. 2-15-3626-1 ESS/t7�OpRQFES /pN9` dd L F2 I- CO��� 0.7 94 R1 1 LU 2 EXP. 9-3 -17 Q• 1 ;RAW" �r9TF + ATF FCAV�- of CA��F�� Prepared by. - Shane S. Green, RE. Transportation Engineer III Under the Supervision of: Paul W. Wilkinson, RE. Principal Linscott, Law & Greenspan, Engineers 2 Executive Circle Suite 250 Irvine, CA 92614 949.825.6175 r 949.825.6173 r www.ilgengineers.com 9.j TABLE OF CONTENTS SECTION PAGE 1.0 Introduction And Key Findings.......................................................................................................1 1.1 Summary.............................................................................................................................1 1.2 Background.........................................................................................................................1 1.3 Context for 2015 Study Update.......................................................................................... 2 1.4 Findings...............................................................................................................................4 2.0 Study Area Description...................................................................................................................... 9 2.1 Study Footprint................................................................................................................... 9 2.2 Data Collection................................................................................................................... 9 2.3 Existing Development Inventory in the Study Area ......................................................... 10 3.0 Existing Parking Conditions...........................................................................................................13 3.1 Study Methodology........................................................................................................... 13 3.2 Parking Supply and Demand Results................................................................................ 13 3.2.1 Overall Parking Supply......................................................................................... 14 3.2.2 Overall Merged Parking Demand......................................................................... 15 3.2.3 Parking Supply versus Merged Demand Comparison .......................................... 15 3.3 Design -Level Parking Needs for Existing Conditions...................................................... 16 4.0 Future Parking Opportunities and Needs Calculations..............................................................21 4.1 Baseline Parking Needs in the Main Street Subarea Stemming from ExistingConditions........................................................................................................... 21 4.2 Near -Term Additive Development and Parking Facility Projects .................................... 22 4.3 Parking Analysis Techniques for Future Near -Term Conditions ..................................... 22 4.3.1 Shared Parking Methodology............................................................................... 22 4.3.2 Baseline Plus Shared Methodology...................................................................... 23 4.4 Baseline Plus Shared Analysis for Near -Term Conditions ............................................... 24 4.4.1 Main Street Subarea Analysis............................................................................... 24 4.4.2 Block F (Only) Analysis....................................................................................... 25 LINSCOTT, LAW & GREENSPAN, engineers LLG Ref. 2-15-3626-1 1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153626- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 356 9.j APPENDICES APPENDIX A. Existing Land Use Summary B. Old Town Newhall Parking Supply C. Data and Analysis Summary for Entire Study Area D. Data and Analysis Summary for Main Street Subarea Focus E. Data and Analysis Summary for Main Street Subarea + Metrolink Station/Community Center Subarea Focus F. Existing Count Data LINSCOTT, LAW & GREENSPAN, engineers LLG Ref. 2-15-3626-1 ii Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153626- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 357 9.j LIST OF FIGURES SECTION -FIGURE# FOLLOWING PAGE 2-1 Off -Street Parking Zones......................................................................................................... 11 2-2 On -Street Parking Zones 2-3 Main Street Subarea ....... LINSCOTT, LAW & GREENSPAN, engineers LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153626- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 358 9.j LIST OF TABLES SECTION -TABLE# PAGE 2-1 Existing Land Use Summary Comparison (Sorted to ULI Shared Parking Categories). 12 3-1 Old Town Newhall Parking Supply Comparison: Prior vs Current Study ........................ 18 3-2 Old Town Newhall Parking Demand Summary 2015 Results ............................................ 19 3-3 Actual Peak Demand vs. Design Level Demand (Existing Floor Area Occupancy)........ 20 4-1 ULI vs. City Parking Code..................................................................................................... 26 4-2 Near -Term Parking Needs: Weekday (Using Baseline Plus Shared Parking Demand Analysis[a]) Main Street Subarea Focus Existing Floor Area with the Addition of Block F and T Projects ......................................... 27 4-3 Near -Term Parking Needs: Weekday (Using Baseline Shared Parking Demand Analysis [a]) Block F Subarea Focus ............................................. 28 LINSCOTT, LAW & GREENSPAN, engineers LLG Ref. 2-15-3626-1 iv Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153626- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 359 9.j 2015 OLD TOWN NEWHALL PARKING STUDY (AN UPDATE OF THE NOVEMBER 2012 REPORT) City of Santa Clarita, California December 22, 2015 1.0 INTRODUCTION AND KEY FINDINGS 1.1 Summary The field studies and analysis of the 2015 Newhall Parking Study are now complete and generally indicate the following: • There is enough parking in Old Town Newhall to meet the demands of current businesses. Observed demands peaked near midday, and represented 74 % of overall supply. • There is enough parking in the Main Street Subarea to meet current peak demands. Existing demands now peak at 73%, and due to parking additions greater than the needs of planned development in the City Block, parking surpluses are expected to increase in the near term. • At peak times, parking demands in 2015 were greater than those reported in 2012, and suggest greater visitor, commercial and employment activity in the study area. • There were slightly fewer spaces available in Newhall in 2015 than there were in 2012: o Off street parking inventory was reduced on the City Block for the purposes of this study in consideration of future development of the site. o The Newhall Avenue roundabout project eliminated some on -street parking spaces. o Other minor parking space adjustments have occurred. • The proposed City Block development envisions the addition of 400 structured spaces on that block. A shared parking evaluation of expected development on that block indicates a need for less than 190 of those spaces at the midday parking peak of the Main Street Subarea, leaving more than 210 surplus spaces to support other existing and future parking needs in Old Town. • The parking needs on the City Block alone are expected to peak in the evening hours. This characteristic is due to peak theatre demands in combination with the peak needs of the block's added commercial space. At 8 PM, parking demands in the structure are forecast to total 245 spaces, resulting in a surplus of 155 spaces within the structure's planned 400 -space supply. 1.2 Background In November 2012, a parking study was prepared for Old Town Newhall to document its existing u parking supply and demands. The study area included on -street and off-street parking for 22 blocks in the urban core (see Figure 2-1). Within those 22 blocks, a 15 -block Main Street Subarea was also evaluated (see Figure 2-3). The 2012 study found there was enough parking to support the existing LINSCOTT, LAW & GREENSPAN, engineers 1 LLGRef. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1600@153616- Old Town NewhallParking Study Update, Sante ClantaOtepor 626 Old Town Newhall Parking Shsdy Update1222-15(revised 1231-15)doox Packet Pg. 360 9.j businesses on Main Street, with an approximate 300 -parking space functional surplus during peak periods. Not only could this parking surplus accommodate the current businesses and vacancies on Main Street, the surplus parking spaces could reasonably serve up to an additional 63,000 square - feet of new development. The 2012 parking study recommended that the City periodically revisit the parking needs in Old Town Newhall in a three -to -five year horizon, or more frequently if new development occurred. 1.3 Context for 2015 Study Update Three years have passed, and the City has determined it is time to once again examine parking conditions in the Old Town Newhall area. There have been several changes since the 2012 study: • The new Old Town Newhall Library is now an established part of the Old Town community. • The City opened a new business incubator in the former library location. • A new roundabout changed intersection characteristics of Newhall Avenue/Main Street/5th Street, • New destination -oriented restaurants have opened. • A 43 -room hotel has been approved at the corner of Railroad Avenue and 5th Street with construction expected to begin in spring 2016. • Plans are being evaluated for a new full -block development (known as the City Block project) on City -owned property across from the Old Town Newhall Library. The City Block project is proposed to include a 400 -space parking structure, 500 -seat movie theatre, 46 apartment units, and 20,000 square -feet of retail commercial space on "Block F" in the Main Street Subarea (Figura 2-3 identifies that subarea). Given these changes, as well as the potential for other new projects, it is time to update the 2012 parking data collection and analysis to see if the current parking supply meets demand, and also to analyze how the City Block development will impact the overall parking situation in Old Town. The 2015 parking study surveyed parking spaces on a block -by -block basis in a 22 -block area of Old w Town Newhall area, as illustrated in Figure 2-1. The study area is comprised of the Old Town Newhall core, bounded roughly by Lyons Avenue, Newhall Avenue, and Railroad Avenue. Parking o6 spaces at the Newhall Metrolink station were included in the overall parking counts because the train R station provides a significant supply of free, open, public parking that is within walking distance of r many locations in Old Town. The study also examined a smaller area that focused specifically on a U Main Street Subarea (see Figure 2-3) to determine the amount of "convenient parking" available. S While the term convenient parking is subjective, a City staff review of existing shopping centers in Santa Clarita suggests that convenient parking generally refers to spaces adjoining business frontages, or for larger centers, in parking lots with aisle lengths and/or overall walking distances of R 400 feet or less. In some instances, such as major regional shopping centers like the Valencia Town Center, the Valencia Marketplace, or Golden Valley Plaza, customers and visitors may consider greater distances to be convenient based on the scale of the shopping center, and the opportunity to LINSCOTT, LAW & GREENSPAN, engineersLLG Ref. 2-15-3626-1 2 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 361 9.j park only once and explore the retail centers on foot. In these cases, customers may walk farther than they typically might in a neighborhood setting, visiting multiple on -foot destinations without moving their vehicle. The parking structures envisioned in the Old Town Newhall Specific Plan are based on this "park once" concept: centralized parking would be provided to serve multiple businesses and attractions within typically a one -to -three block radius. With this in mind, the 2015 parking study has surveyed the areas within the Main Street Subarea, collected information on spaces within a reasonable walking distance from the businesses on Main Street, and concluded that there is sufficient supply to meet peak parking demand. The 2015 study also analyzed the impact of the City Block project to determine if its proposed parking structure and commercial development would negatively impact parking in Old Town Newhall, or if it would result in additional parking capacity that surrounding businesses could use. The study concludes that, at the midday parking peak of the subarea, the City Block structure would add 210 surplus spaces beyond the needs of the City Block development for use by other businesses in the Main Street Subarea. The 2015 parking study used multiple steps in performing its analysis, as follows: • The parking space supply was inventoried among all of the 22 study blocks • Actual parking demands in each of these blocks were counted on a recurring day -long schedule on two separate weekdays, and the data was recorded among various subareas in each block. • The greatest individual block demands from each survey day were merged to create a working, conservative, demand baseline for all 22 study blocks, and also for the 15 -block Main Street Subarea. • These observed peak demands were further increased by 10% account for possible day-to- day variations in parking needs, and to assure enough available spaces to provide for relative convenience. This contingency factor created a target number of spaces required to ensure there would usually be an open spot nearby. • Floor area vacancies in the Main Street Subarea now total 7%, so the actual -plus -10% peak demands described above were further expanded to a full occupancy condition for existing development. • Finally, Urban Land Institute (ULI) Shared parking procedures were used to calculate the expected parking demands of new near-term development in the Main Street Subarea. The ULI procedures use specific code -like parking ratios and time -of -day profiles to forecast the added parking needs of this new development during key periods of the day. The ULI approach recognizes the potential for multiple businesses to share public parking spaces. In combination, these steps have been used to create a forecast of total visitor, customer and employee parking space needs, by time of day, in the Main Street subarea. LINSCOTT, LAW & GREENSPAN, engineers 3 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 362 9.j The parking study's eleven major findings are listed below: 1.4 Findings 1. As illustrated in Figure 2-1, the study area is composed of 22 blocks within the Old Town Newhall Specific Plan (ONSP) area. The study area is the same as the previous study area in 2012. The ONSP covers a larger area extending generally from the Pine Street industrial area on the south to 14th Street on the north, bounded by Newhall Avenue on the west and Newhall Creek to the east. The 2015 parking study did not analyze the entire specific plan area, focusing instead on Newhall's historic urban core. The 22 -block study area in Old Town has 359,464 SF of non-residential space including commercial, civic/library, community center, recreational, entertainment, and institutional/church uses. Approximately 338,700 SF are currently occupied, while 20,800 SF are vacant (these numbers are rounded to nearest 100 SF for ease of use). Table 2-1 presents the land use inventory for the study area. All of the vacant space is located in the Main Street Subarea. 2. The Main Street Subarea (see Figure 2-3) is comprised of a 15 -block subset of the overall 22 -block study area. The subarea includes 293,745 SF of commercial and other non- residential space, roughly the same as listed in the 2012 report. Currently, 272,951 SF of that space are occupied, leaving approximately 20,800 square -feet vacant, for a floor area vacancy rate of 7%. There is less vacant space now than there was in 2012: a net addition of 7,684 SF have been occupied since 2012 (see Table 2-1). 3. There is a diverse mix of commercial and other non-residential uses in the Main Street Subarea. From Table 2-1, the percentage breakdown (in descending value) is as follows: • 56% retail, • 14% office, • 11% library, • 6% restaurant, • 5% church, • 3% health club, • 3% performing arts theater, • and 2% hotel. 4. Overall, there are 11 fewer parking spaces in the 22 -block area today (1,758 spaces) than there were in 2012 (1,769 spaces; see the bottom row of columns 1, 2 and 3 in Table 3-1), with detailing as follows: • On -street parking in the 22 -block study area is provided by marked or unmarked parallel or angled curb spaces adjoining the street edge of each block. LINSCOTT, LAW & GREENSPAN, engineers 4 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 363 9.j • The overall on -street supply totaled 11 fewer spaces in 2015 (461 spaces) as compared to 472 spaces in the 2012 study. These values come from the middle portion of columns 1, 2 and 3 in Table 3-1. The upper portion of Column 3 shows the block -by -block change from 2012 to 2015 in on -street parking. The Newhall Avenue roundabout project removed nearby on -street parking from Newhall Avenue, Main Street, and 5a' Street, but created new off-street parking in a public lot on 5a' Street. Other minor changes in the study area are also shown in column 3 of Table 3-1. • Off-street parking in the study area is provided by public and private lots. Public parking lots are defined as those that are available to anyone. Private lots are privately owned and are intended for use only by employees, customers, and visitors to businesses served by the lot. Private residential parking lots (apartments and private homes) were not included in the study. • Between 2012 and 2015, off-street parking lots experienced some supply change in 18 of the 22 blocks, but overall, totaled 1,297 spaces in both studies (see Table 3-1, columns 1, 2 and 3, second row up from the bottom). Those same columns indicate that the greatest loss was on Block F, where because of site demolition and the potential for the City Block development, 34 off-street spaces that were on that site in the 2012 parking study were removed prior to the 2015 study. 5. Parking counts in the larger 22 -block study area were conducted on Thursday and Friday, October 22 and 23, 2015. The information collected was then combined to create an overall picture of the parking demand/supply in Old Town Newhall. The study found the following: • The peak demand occurred near midday (in a 12:30 PM survey round) when 1,307 parking spaces were occupied (see Table 3-1, lower portion of columns 7, 8, and 9 for more detailing on the 2015 results). • A demand increase of 144 spaces over 2012, when 1,163 spaces were occupied during the midday peak parking period. • Based on a total supply of 1,758 parking spaces in the study area, the maximum occupancy rate in 2015 was 74% during the peak parking time (near midday), compared to 66% in 2012. • The demand increase suggests greater visitor, commercial and employment activity in Newhall as the area is being revitalized. Section 3.0 provides greater detail on study methodology, presents Table 3-2, and discusses supply and demand characteristics in greater detail. 6. The 15 blocks of the Main Street Subarea now provide a total of 994 parking spaces (see Table 3-2, middle rows, and "Total (Row B)" for more detailing of the 2015 Subarea results). The detailing on these 994 inventoried spaces is as follows: LINSCOTT, LAW & GREENSPAN, engineers 5 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 364 9.j • They represent a decrease of 23 spaces compared to 2012, when the subarea had 1,017 spaces. • There are now 271 on -street spaces, which represent a decrease of 14 spaces when compared to the 285 on -street spaces available in 2012. • The Main Street Subarea now has a total of 199 public off-street spaces (ten more than in 2012), and 524 spaces in private off-street lots (27 fewer than in 2012). • Primary contributors to these overall supply reductions are the loss of on -street parking due to the Newhall Avenue roundabout project, and demolition on the City Block where 34 spaces were inventoried in the 2012 study but have since been removed. 7. The Main Street Subarea has greater floor area occupancy, fewer parking spaces, and smaller parking surpluses than in 2012. Peak parking demand occurred near midday in this subarea, totaling 727 spaces with a parking occupancy rate of 73% (see Table 3-2, "Total (Row B)"). In 2012, the peak midday demand was 654 spaces with a 64% parking occupancy rate. This equates to an increased demand of 73 spaces in the Main Street area in 2015 versus 2012. 8. The target parking ratio in the ONSP is 1:400 (equivalent to 2.5 parking spaces for every 1,000 SF of commercial or otherwise non-residential space). Actual field -studied parking demands are greater than this target, suggesting that consideration should be given to updating the target. Based on existing land use patterns and parking occupancy, the study identified a current demand of 1:376 (2.66 parking spaces for every 1,000 SF of this type of floor area). When translating field demands to a design -like parking ratio, it is common practice to add a 10% contingency to ensure an adequate parking supply. Doing so drops the design ratio to 1:341, equivalent to 2.93 spaces for every 1,000 square feet, which for convenience of application could simply be rounded to 3.0 spaces for every 1,000 square feet. This ratio is recommended to ensure that the parking needs of existing development totals and patterns are met in the near term. In short, if the development mix in the future remains similar to existing patterns, this 3.0 ratio is expected to be a good fit for existing or slightly expanded development totals. 9. Alternatively, the emerging City Block plan suggests that new development (as distinct from existing development patterns) will include an increasing mix of uses that tend to be greater parking generators. These include various restaurant, cinema and entertainment tenancies, that when added to the existing development mix could increase the 3.0 spaces per 1,000 SF ratio ever further. Therefore, a refined application of a technique sometimes known as "surveyed plus shared" is concluded to be the most applicable for guiding fully -occupied existing and expanded development in the ONSP area. With this refined application, the actual peak parking demands ("surveyed") in the Main Street Subarea are increased by a contingency factor to represent a working design -level parking need for existing tenancies. Using the current floor area vacancy rate, the working design -level need is further increased to forecast the peak parking needs of the Main Street Subarea at full floor area occupancy. LINSCOTT, LAW & GREENSPAN, engineers 6 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 365 9.j Taken together, these two adjustments translate the "surveyed" component of the calculation to a "baseline" for existing development. As a subsequent step, the "shared" component accounts for new development and its potential for a changing mix of future use types. It does so using published Urban Land Institute (ULI) Shared Parking forecasting. 10. The resulting "baseline plus shared" approach has been applied to an expected near term condition in the Main Street Subarea. It identified a need for 1,064 spaces at the midday peak (see Table 4-2, column 10). Parking additions in Blocks F and T are expected to increase the Subarea's supply from 994 spaces now to a near-term total of 1,422 spaces. This would result in a near-term surplus of 358 spaces during the midday peak of the subarea. This number can be further refined as the tenant space is leased and the City has a better idea of the actual tenant mix in the City Block's commercial component. Details reflected in the calculations are as follows: • An existing peak parking demand of 727 spaces, corresponding to an existing 93% floor area occupancy level. • Expansion of that peak demand by 10% to provide for day-to-day variation as well as add a convenience factor. This results in a design -level need of 802 spaces for the existing 93% floor area occupancy in the Subarea. • Expansion of the 802 -space need to a full occupancy baseline need of 862 spaces. When contrast with the current 994 -space supply, a fully occupied Main Street Subarea is expected to have a surplus of 132 spaces. • Shared Parking procedures were used to account for the added parking needs of potential development on Block F (the City Block) and Block T. New development on the City Block is expected to include 20,000 SF of general retail, a 500 -seat theater, and 46 residential units. For the purposes of the calculation, the study assumes that half of the retail space will actually be restaurant. The City Block will also add a 400 -space public parking structure that is expected to support the block's new commercial development, visitor parking needs for the residential component (residents are expected to have a separate supply on the block but not in this structure), and augment the parking supply for other demand needs in the Main Street Subarea. A new 43 -room hotel has been approved on Block T, and that project will provide 28 additional parking spaces on the block. • Taken together, the additive parking needs of new development on Blocks F and T will total 202 spaces during the midday peak (see column 9 of Table 4-3). • The future 1,422 -space supply includes 994 existing spaces, the 400 -space parking structure on Block F, and the 28 -space supply that will be added by the hotel on Bock T. 11. Using the baseline plus shared analysis technique, expected demands and future supply for only the City Block (Block F) were evaluated to review its potential for a supply -demand balance at the individual block level. The peak demands of this block alone are expected to LINSCOTT, LAW & GREENSPAN, engineersLLG Ref. 2-15-3626-1 7 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 366 9.j occur at 8 PM on a weekday and total 245 spaces, resulting in a minimum surplus of 155 spaces. While termed a weekday, these demands include "full house" Cineplex parking needs that are more likely to occur on a Friday and also account for the parking needs of retail, restaurant, and residential visitors on the block. For the midday peak of the Main Street Subarea, the demand is expected to total 190 spaces, resulting in a 210 -space surplus. These surpluses could support other existing and future parking needs in the Main Street Subarea, LINSCOTT, LAW & GREENSPAN, engineersLLG Ref. 2-15-3626-1 $ Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) docx Packet Pg. 367 9.j 2.0 STUDY AREA DESCRIPTION 2.1 Study Footprint Figures 2-1 and 2-2 (located at the end of this Section), illustrate the overall study footprint of the prior 2012 report. This 2015 report studies the exact same footprint. The figures depict a 22 -block subarea of the overall Old Town Newhall Specific Plan. The ONSP encompassed a broader area of 50 development blocks and adjoining street segments. The study area in the 2015 study is the same as 2012. Figure 2-1 identifies the off-street development blocks, or zones (and their reference numbers), making up the study area. This block numbering system provides a basis for tracking development subtotals as well as off-street parking supply and demand space subtotals in each illustrated block. Figure 2-2 identifies the on -street segments (and their reference numbers) adjoining each of those block faces, and facilitates study tracking of on -street parking demand and supply at both outer curbs of each indicated roadway segment. The 2012 study further addressed a 15 -block subarea centered on Main Street. This subset of the overall study footprint was referred to as the Main Street Subarea, and is identified in Figure 2-3. This 2015 study also focuses on the Main Street Subarea. 2.2 Data Collection Using the prior study's inventories as a starting point, parking supply characteristics were confirmed and/or updated through field study by LLG staff in October 2015. Next, updated parking demand counts were conducted on Thursday and Friday, October 22 and 23, 2015. For consistency with the prior 2012 Parking Study, the times of each demand counting round were repeated and centered on the 10:30 AM, 12:30 PM, 2:00 PM, 6:00 PM and 8:00 PM timeframes. In collaboration with City staff, it was concluded in the scoping of the 2012 study that greater overall parking demands were occurring on a weekday, versus a weekend day. Saturdays typically have the greatest weekend parking demands, but are generally not as great as a weekday. This is often because commercial settings like the ONSP have offices and other businesses operating on weekdays but not on weekends. Looking to other calendar items and study area characteristics led to the Thursday -Friday field study focus. Therefore, the 2015 study has repeated that approach. The parking demand counts were conducted by National Data and Surveying Services (NDS). They included a very fine-grained recording of actual parked vehicles among 97 discreet off-street subareas within the 22 blocks (zones) of Figure 2-1, and at the on -street curb for each of the 52 street segments in Figure 2-2. The count days were scheduled to best capture recurring parking conditions of local business and u related visitor activity, including local theatre as well as special event schedules. The latter can vary according to their own calendars, and the selected days were intended to produce representative data, that when taken with the analytical procedures of this study (including using the merged "worst LINSCOTT, LAW & GREENSPAN, engineers 9 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 368 9.j case" demands from each of the two field study days, and subjecting those to a 10 percent contingency addition) would be representative of recurring peak parking activity for existing businesses and occupancies. Please note that during the recent parking count days, the Canyon Theatre Guild (providing roughly 280 seats based on our research) had a workshop from 12:00 PM to 6:00 PM on Thursday, and also had an 8:00 PM to roughly 11:00 PM performance on the Friday survey day. The Repertory East Playhouse was dark (according to their on-line calendar) on both count days. With 81 seats, the parking needs of the Repertory East Playhouse (estimated at roughly 35 spaces using atypical auto occupancy of 2.5 persons/car) are expected to be accounted for within the design -level parking needs calculation as described above. In addition, the library hosted The ARTree 2015 Speaker Series during the Thursday counts, with that activity beginning at 6:30 PM and extending until 9:00 PM. 2.3 Existing Development Inventory in the Study Area Table 2-1 presents a detailed summary of the existing land use, by land use type and size, throughout the overall study area. The table permits a comparison of the prior inventories in the 2012 parking study (column grouping 1) with the current conditions as of October 2015 (column grouping 2). The column 3 grouping isolates the change in floor area totals between the prior 2012 study and this current update. This information is grouped to distinguish between the blocks making up the only the Main Street Subarea, a second grouping identifying only the Metrolink Station and Community Center blocks, and a third grouping of the other remaining blocks in the overall study footprint. Appendix A provides a more detailed land use breakdown, by block, using a format carried over from the 2012 Parking Study. The most current land use information was provided by the City of Santa Clarita staff. Review of Table 2-1 shows that typically only minor changes have occurred over the past few years. To support parking calculations later in this report, the land use categories shown in Table 2-1 are also those used/represented in the ULI Shared Parking report (Second Edition, 2005). The current (October 2015) occupied floor area for non-residential use sums to a total of 338,670 SF, and includes the following mix: • 174,787 SF of retail use • 23,781 SF of family restaurant use w a � • 348 seat performing arts theater (8,722 SF) 3 • 7,100 SF of health club use R r • 4,378 SF of hotel conference/banquet use 0 v • 54,508 SF of office use J • 30,752 SF of library use c w t • 22,000 SF of community recreation center use v • 12,642 SF of church use LINSCOTT, LAW & GREENSPAN, engineers t 0 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 369 9.j The 2015 study non-residential floor area totals 359,464 SF, and includes 20,794 SF of vacant floor area (see Table 2-1, at the bottom of the column 2 grouping). All of the vacant floor area is in the Main Street Subarea Focusing to the Main Street Subarea, its occupied floor area now totals 272,951 SF. Occupied retail space is dominant (56%), followed (in descending percentages) by office (14%), the library (11%), and restaurant (6%). Other use types make up the balance of the occupied floor area. With an overall floor area of 29,745 SF, and vacant space totaling 20,794 SF, floor area occupancy in the Main Street Subarea is 93%. LINSCOTT, LAW & GREENSPAN, engineers LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 370 RAILROAD L � — f T xary AT WALNUT ST NY' S Esme. ST _ o a l v _�brA��. I e� 000- �P, J� R &IT ! a� MID" � ..� 1 Ali �� ��� _:�� ► " m' "' ' ��:' � , � - _ V �I �t ZZ1� t �- RAILROAD MAIN AT WALALT - A MIA, CLITNUT ST r TABLE 2-1 EXISTING LAND USE SUMMARY COMPARISON (SORTED TO ULI SHARED PARKING CATEGORIES) Notes: Source: Qty of Santa Clalita Planning Department provided November 2015 [a] SIT =square footage, DU=dwelling units. [b] Subtotal and Total excludes residential and park land use types. LINSCOTT, LAW & GREENSPAN, engineers LLGRef. 2-15-3626-1 12 Old Town Newhall Parking Study Update, Santa Clarita N:14600@153626- Old Town Newhall Parking Study Update, Sante ClantOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) do, Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 (1) Prior Study (2) Current Smdy (3) Net Change (2) - (1) Land Use Type [a] Main Street Subare Metrolink Station and Community Center Other TOW Main Street Subar eo Metrolink Station and Community Center Other Total Main Sheet Subarea Metrolink Station and Community Center Other Total Commercial Uses: Retail (SF) 164,223 (62%) -- 19,173 183,396 SF (55%) 152,470 (56%) -- 22,317 174,787 SF (52%) -11,753 -- 3,144 -8,609 SF Fine/Casual Dining (SF) -- -- -- 0 SF -- -- -- 0 SF -- -- -- 0 SF Family Reshuurant(SF) 10,250 (4%) -- -- 10,250 SF (3%) 17,699 (6%) -- 6,082 23,781 SF (7%) 7,449 -- 6,082 13,531 SF Fast Food (SF) -- -- -- 0 SF -- -- -- 0 SF -- -- -- 0 SF Nightclub (SF) -- -- -- 0 SF -- -- -- 0 SF -- -- -- 0 SF Cineplex (Seats) -- -- -- 0 SF -- -- -- 0 SF -- -- -- 0 SF Performing Arts Theater (Seats) 348= 8,722 SIT (3�) 348 Seats= 8,722 SF (3%)8,7225F 348= (3%) 348 Seats = 8,722 SF (3%) 0= 0- 0 Seats = 0 SF Health Club(SF) -- -- -- 0 SF 7,100 (3%) 7,100 SF (2%) 7,100 -- -- 7,100 SF Business Hotel (Rooms) -- -- -- 0 Rooms -- -- -- 0 Rooms -- -- -- 0 Rooms Leisure Hotel (Rooms) -- -- -- 0 Rooms -- -- -- 0 Rooms 0 Rooms Hotel Restaurant/Lounge(SF) -- -- -- 0 SF -- -- -- 0 SF -- -- -- 0 SF Hotel Conference/Banquet(S F) 4,378 (1%) -- -- 4,378 SF (1%) 4,378 (2%) -- -- 4,378 SF (1%) 0 -- -- 0 SF Hotel Convention Space (SF) -- -- -- 0 SF -- -- -- 0 SF -- -- -- 0 SF Office(SF) 39,188 (15%) -- 18,746 57,934 SF (18%) 39,188 (14%) -- 15,320 54,508 SF (16%) 0 -- -3,426 -3,426 SF Medical/Dental (SF) -- -- -- 0 SF -- -- -- 0 SF 0 SF -- - -- -- -- - 0 SF 0 SF Bank (SF) - -- -- 0 SF -- -- -- Commercial Subtotal: 226,767 (85%) 0 37,979 264,680 SF (80%) 229,557 (84%) - 43,779 273,276 SF (81 %) 2,796 - 5,800 8,596 SF Other Uses: Residential (DU)) 26 (NA) -- 74 100 DU (NA) 26 (NA) -- 74 100 DU (NA) 30,752 SF (9%) 0 0 -, - 0 -5,800 0 DU -5,800 SF Ubrary(SF) 30,752 (12%) -- 5,800 36,552 SF (11%) 30,752 (11%) -- -- Community Recreation Center (S F) -- 22,000 -- 22,000 SF (7%) -- 22,000 -- 22,000 SF(6%) -- 0 - 0 SF Church (SF) 7,754 (3%) -- -- 7,754 SF (2%) 12,642 (5%) -- -- 12,642 SF (4%) 4,888 -- - 4,888 @F Park (Acres) -- -- 0.435 0.435 AC (NA) -- -- 0.435 0.435 AC (NA) -- -- 0 0 AC Other Uses Subtotal 115J.- 38,506 (75%) 22,000 5,800 66,306 SF (20%) 43,394 (76%) 22,000 - 65,394 SF (79%) 4,888 0 -5,800 -972 SF Total Commercial+Other Uses [b]: 265,267 (100%) 22,000 43,719 330,986 SF (100%) 272,951 (100%) 22,000 43,719 338,670 SF (100%) 7,684 0 0 7,684 SF Vacant 30,778 -- -- 30,778 SF 20,794 - - 20,794 SF -9,984 - - -9,984 SF Total Commercial+Other Uses + Vacant [b]: 296,045 22,000 43,719 361,764 SF 293,745 22,000 43,719 359,464 SF -2,300 0 0 -2,300 SF Notes: Source: Qty of Santa Clalita Planning Department provided November 2015 [a] SIT =square footage, DU=dwelling units. [b] Subtotal and Total excludes residential and park land use types. LINSCOTT, LAW & GREENSPAN, engineers LLGRef. 2-15-3626-1 12 Old Town Newhall Parking Study Update, Santa Clarita N:14600@153626- Old Town Newhall Parking Study Update, Sante ClantOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) do, Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 9.j 3.0 EXISTING PARKING CONDITIONS 3.1 Study Methodology The demand counts were performed and compiled by field study personnel circulating throughout all inventoried on -street and non-residential off-street parking spaces of the study area. The data collection anticipated the possible integration of Urban Land Institute (ULI) shared parking techniques (which take a time -of -day approach to calculating parking needs) for establishing the future design -level parking needs of the study area. Consistent with the 2012 parking study, the field study targeted the likely timeframes of potential peak parking demands by centering these observation cycles on the following times: • 10:30 AM, representative of peak morning activity • 12:30 PM, representative of peak midday demand, including restaurant/foodservice influences (while standard ULI profiles consider only the noon and 1:00 PM timeframes, LLG has determined that the midday peak is often about the midpoint of this hour, thus the 12:30 PM count timeframe) • 2:00 PM, representative of peak afternoon demand • 6:00 PM, representative of early evening demand, trailing the typical workday for many, and also representative of the start of dining activities as well as other evening shopping, recreational, and social activities • 8:00 PM, representative of peak dining, social, recreational and theatre activity, with the further likelihood of retail commercial activity progressively diminishing throughout the evening hours 3.2 Parking Supply and Demand Results Table 3-1 presents an array of inventoried current parking supply data as updated in this study (numbered as column 2 within the table) and permits a comparison with the 2012 parking study supply inventory (numbered as column 1). The table also isolates any supply changes between the 2012 study and this update's inventories (numbered as column 3). To the right of its parking supply columns, Table 3-1 presents actual field -studied parking demand results throughout the study area, arranged under time -of -day headings. For each timeframe, the table also compares the results of this update with the prior results as presented in the 2012 study. The parking demands presented in the table are not necessarily tied to only Thursday or Friday data. Instead, the demand values in the table reflect the merger of the greatest of Thursday versus Friday data for each block or street segment of the study area. The Table 3-1 information represents an extensive data collection and evaluation effort, and is supported up by a series of appendix tables appearing at the back of this report, as follows: LINSCOTT, LAW & GREENSPAN, engineers,� 3 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) docx Packet Pg. 375 9.j • Appendix B (Table B-1) presents further detailing on public versus private parking spaces in each parking zone or on -street block face, by space type or restriction. • Appendix C presents further parking demand data and analysis details for the overall study area on the Thursday alone (Table C-1), the Friday alone (Table G2), and a merge of Thursday and Friday data to isolate the greater demand levels of the two field study days by time and zone (Table G3). This information carries directly over to Table 3-1. Additionally, Table C-4 derives design -level existing parking demands (for currently occupied floor areas) by increasing Table C-3 values by 10 percent. This methodology was carried over from the prior 2012 study. The results of this design -level derivation will be discussed in a subsequent subsection. • The Main Street Subarea had additional focus in the prior 2012 study, and that focus has been carried over to this update. Repeating the tabular format of Appendix C, Appendix D presents parking supply and demand results in four tables as a subset of the overall study area focused only to those off-street and on -street spaces that make up the Main Street Subarea. • Also in a format carried over from the prior 2012 study, Appendix E presents four tables that expand the Main Street Subarea results of Appendix D to further include the Metrolink Station/Community Center as an enlarged focus area. • Appendix F contains the summary sheets prepared by NDS for data collected in the two-day field study. 3.2.1 Overall Parking Supply Review of Table 3-1 indicates that the overall on -street and off-street parking supplies have experienced only minor changes since the 2012 parking study. The current overall on -street supply has decreased by 11 spaces, while the overall off-street supply remains unchanged even though various modifications on a block -by -block basis have occurred. The current off-street and on -street parking supplies total 1,758 spaces throughout the overall study area footprint. This includes 461 spaces along curbs of public streets as well as 641 public spaces in off-street lots. Taken together, these represent 1,102 spaces for use by the general public without regard to their on -foot destination (which is presumably near that parking). Public spaces make up approximately 63% of the parking supply inventory. When updating the inventory of off-street spaces, only those lots that appeared to be intended for use by the general public without regard to their local on -foot destination were included in the public parking category. Public off-street parking included parking lot spaces at the library, Metrolink station, Community Center and public lots within Blocks T and U. The off-street parking supply makes up 1,297 spaces in the overall study area, and is about equally t v divided between spaces available to the general public (641 public spaces) versus those intended for use by employees and visitors at individual development parcels (656 private spaces). Appendix Table B-1 provides greater visibility on the sorting of public versus private parking spaces. LINSCOTT, LAW & GREENSPAN, engineers,� 4 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 376 9.j 3.2.2 Overall Merged Parking Demand Review of Table 3-1 indicates that the greatest merged parking demand (by combining the greater of Thursday or Friday data) in the overall study area coincides with the 12:30 PM survey round, and totaled 1,307 spaces. The midday period also represented the greatest demand level in the prior 2012 study (1,163 spaces). The updated midday results show a 144 -space increase (about 11 percent) over the prior study. When compared to the midday peak of 1,307 spaces in the updated field study, actual merged parking demand in other periods is less to much less in other timeframes, as follows: • 10:30 AM: a demand reduction to 1,237 spaces, or roughly 95 percent of the midday peak • 2:00 PM: a demand reduction to 1,139 spaces, or roughly 87 percent of the midday peak • 6:00 PM: a demand reduction to 878 spaces, or roughly 67 percent of the midday peak • 8:00 PM: a demand reduction to 655 spaces, or roughly 50 percent of the midday peak Additionally, Table 3-1 indicates that the growth in demand over 2012 study levels are greatest at midday (144 spaces) and 10:30 AM (151 spaces). Demand levels at 2:00 PM were 47 spaces greater than their 2012 study counterpart, and growth in demand in the 6:00 PM and 8:00 PM is essentially flat. 3.2.3 Parking Supply versus Merged Demand Comparison Table 3-2 simplifies the data summary of Table 3-1 for the overall study area, and further adds a supply versus demand comparison for the Main Street Subarea alone, as well as for the Main Street Subarea + Metrolink Station/Community Center area. This summary is supported primarily by Appendix Tables C-3, D-3, and E-3. From the top portion of Table 3-2, row A, the overall study area has a minimum parking surplus (based on the 12:30 PM midday peak) of 26 percent. This results from an observed peak demand for 1,307 spaces, versus a supply of 1,758 spaces, the difference representing a surplus of 451 spaces. Also from the top portion of the table, the surpluses by space type vary from 19 percent to 35 percent, depending on space grouping (on -street public, off-street public, off-street private). At 27 percent, the Main Street Subarea has a similar percentage surplus (see row B of the table). This surplus is a function of its 994 -space supply. Demand in this subarea also peaked near midday, totaling 727 spaces, and represented a surplus of 267 spaces. It is worth noting that the demand results coincide with a floor area occupancy of 93% in the Main Street Subarea. At full occupancy of the subarea, it is expected that the demand in the Main Street Subarea could be proportionately greater. LINSCOTT, LAW & GREENSPAN, engineers,� 5 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) docx Packet Pg. 377 9.j Broadening the focus to the Main Street Subarea + Metrolink Station/Community Center scenario, the overall field -studied demand totaled 1,051 spaces (see row C of Table 3-2). This resulted in a 385 -space surplus (27 percent) when contrast with an inventoried supply of 1,436 spaces. In general, actual parking demands within each of the defined ONSP area groupings appear balanced. It can be concluded that the Main Street Subarea and its grouping of 15 study area blocks, does not need to rely on parking spaces outside its subarea to provide a relative parking balance. Review of Appendix Table D-3 indicates a 77 percent peak occupancy among the subarea's on -street supply, and 72 percent peak occupancy among its off-street supply. Further review of that appendix table suggests that parkers may not always have available parking in their "first choice" parking area (indicated by some blocks or street segments at or near 100 percent parking occupancy), but it can be concluded that available parking spaces in adjoining blocks are making up the localized (block - level) shortfall. It is noted that this is a fairly common condition in a downtown setting, and walking between blocks to access available parking was an underlying premise of the Park Once strategy advanced in the original ONSP documentation. 3.3 Design -Level Parking Needs for Existing Conditions The updated field study results described above, in combination with a design -level parking calculation originally framed in the prior 2012 study, provide the opportunity to update that prior calculation to reflect existing study area conditions of parking supply and demonstrated demand. The methodology is considered conservative in two ways. First, it reflects the merged "worst case" combination of Thursday and Friday field study data on a block -by -block and street segment -by -segment basis, rather than relying on a single data set from one day or the other. By example, using this approach, Table 3-1 identifies a study -wide merged peak parking demand of 1,307 spaces. However, Appendix Table C-1 identifies an actual Thursday peak demand of 1,118 spaces, and Appendix Table C-2 identifies an actual Friday peak demand of 1,189 spaces. Merging the greater of the Thursday or Friday data sets, on a zone -by -zone basis, builds in a parking contingency of at least 118 spaces (calculated as 1,307 minus 1,189) beyond the actual peak demand on either field study day. Second, this design -level calculation further expands this "worst case" demand combination by 10 percent. As such, the 1,307 "worst case" demand combination of 1,307 spaces increases to 1,439 spaces (see Appendix Table D-4) and derives a design -level peak parking need for the overall study area that is at least 250 spaces (roughly 21 percent) greater than the demonstrated peak demand on either field study day. Contingencies of this type are an important element for targeting a minimum parking supply total that not only accounts for peak demands, but also provides parking convenience and reasonable t parking access opportunities on a block -by -block basis. Using this approach, Table 3-3 presents a summary of the merged "worst case" combination of actual parking demands in the overall study area, and further indicates the design -level demand in that context, as well as the residual parking LINSCOTT, LAW & GREENSPAN, engineers,� 6 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 378 9.j surplus that could potentially support re -occupancy, revitalization and/or redevelopment of projects brought forward in the overall study area without necessarily adding further to the subarea parking supply. It presents a similar calculation for the Main Street Study focus area, and an expansion of that focus area to include the Metrolink Station/Community Center setting. As noted above, the design -level parking needs baseline for the overall study area total is 1,439 spaces, leaving a potential residual of 319 spaces (calculated as 1,758 minus 1,439) to support near term development projects. Focusing to the Main Street Subarea, Table 3-3 identifies a design -level parking need of 802 spaces for the existing 93% floor area occupancy, leaving a potential residual of 192 spaces (calculated as 994 minus 802) to support near term development projects in only that area. Broadening the focus to include the Metrolink Station/Community Center, the design -level parking needs grow to 1,159 spaces, leaving a potential residual of 277 spaces (calculated as 1,436 minus 1,159) to support near term development projects in only that area. LINSCOTT, LAW & GREENSPAN, engineersLLG Ref. 2-15-3626-1 17 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) docx Packet Pg. 379 TABLE 3-1 OLD TOWN NEWHALL PARKING STUDY COMPARISON: PRIOR VS CURRENT STUDY [a] Note: [a] = Parking demand counts include parked vehicles in rrnrked and umrurked spaces. [b] = Parking derrund counts conducted on Thursday, October 11, 2012 and Friday, October 12, 2012 for the Prior Study. [c] =Parking demand counts conducted on Thursday, October 22, 2015 and Friday, October 23, 2015 for the Current Study. Prior Study= "Need Steps" Parking Study Downtown Newhall Specific Plan Area prepared by LLC! dated November 20, 2012, LINSCOTT, LAW & GREENSPAN, engineers LLGRef. 2-15-3626-1 18 Old Town Newhall Parking Study Update, Santa Clarita N:1 600C153626- Old Town Newhall Parking Study Update, Sante ClantaOtepyU3626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) do, Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 Peak from Thursday and Driday[b],[c] (1) (2) (3) 10:30 A 1 12:30 PM 2:00 PM 6:00 PM 5:00 PM (4) (5) (6) (7) (8) (9) NkV inum (10) (11) (12) (13) (14) (15) (16) (17) (18) Prior Current Nlas tuuna Prior Current Demand Prior Current Nlasrn Prior Current Mammum Prior Current NWituam Study Study Dem Demand Study Study Difference Study Study Demand m Study Study m Demand Study Study m Demand Supply Difference Difference Difference Difference Prior Study Current Study Difference (5)-(4) (8) - (7) (1l)-(10) (14)-(13) (17)-(16) Detumnal Demand Demand Demand Detrain Demand Demand Demand Demand Demand Parking Zone Supply Supply (2)-(l) On -Street Supply 11th Street 7 14 7 3 5 2 6 6 0 4 6 2 3 2 -1 3 2 -1 Lyons Avenue 4 4 0 2 4 2 2 3 1 2 4 2 2 3 1 2 1 -1 9th Street 41 41 0 35 47 12 35 40 5 26 25 -1 12 16 4 7 13 6 Sth Street 36 37 1 20 31 11 22 36 14 21 27 6 28 24 -4 28 18 -10 Market Street 25 25 0 12 18 6 18 19 1 15 17 2 19 24 5 19 22 3 6th Street 21 21 0 7 2 -5 6 4 -2 7 3 -4 13 9 -4 12 18 6 5th Street 9 2 -7 1 1 0 1 2 1 1 2 1 0 0 0 0 0 0 4th Street 3 3 0 3 2 -1 3 3 0 4 2 -2 5 1 -4 3 0 -3 Chestnut Street 27 27 0 11 21 10 10 22 12 10 18 8 12 21 9 15 23 8 Walnut Street 102 103 1 77 89 12 80 92 12 74 63 -11 65 56 -9 39 49 10 Main Street 80 80 0 41 60 19 40 66 26 42 65 23 51 70 19 57 74 17 Railroad Avenue 31 27 -4 15 16 1 16 16 0 13 18 5 13 13 0 9 12 3 Newhall Avenue 16 5 -11 3 1 -2 4 2 -2 3 0 -3 4 1 -3 5 0 -5 Pine Street 70 1 72 2 19 1 45 26 1 20 49 1 29 23 1 46 1 23 27 1 41 14 1 26 49 1 23 Total On -Street Su 1 : 472 461 -11 249 342 93 263 360 97 245 296 51 254 281 27 225 281 56 Off -Street Supply Block 35 29 -6 12 4 -8 16 3 -13 18 6 -12 6 4 -2 4 0 -4 BlockB/C 122 128 6 62 65 3 68 66 -2 74 70 -4 55 54 -1 22 19 -3 Block 85 85 0 67 81 14 84 81 -3 53 57 4 31 42 11 33 23 -10 Block 79 78 -1 48 54 6 47 61 14 42 41 -1 35 41 6 22 20 -2 Block 34 0 -34 27 26 -1 28 21 -7 24 18 -6 7 12 5 8 6 -2 Block 34 33 -1 10 20 10 11 20 9 16 16 0 9 5 -4 1 3 2 Block 80 89 9 23 40 17 23 86 63 23 35 12 23 32 9 20 18 -2 Block 50 51 1 45 62 17 57 67 10 53 64 11 53 49 -4 53 48 -5 Block 15 14 -1 2 3 1 2 4 2 2 4 2 2 0 -2 2 0 -2 Block 48 52 4 33 26 -7 35 28 -7 29 27 -2 26 16 -10 12 7 -5 Block 58 55 -3 22 54 32 30 46 16 25 51 26 34 37 3 25 36 11 Block M 35 45 10 24 34 10 29 36 7 26 34 8 13 13 0 16 8 -8 Block 326 327 1 221 230 9 223 218 -5 218 215 -3 154 160 6 50 65 15 Block O 0 0 0 -- -- -- -- -- -- -- -- -- -- -- — -- -- -- B1ockP 84 86 2 34 29 -5 36 32 -4 35 30 -5 33 22 -11 25 21 -4 Block 45 44 -1 21 24 3 28 30 2 24 30 6 27 36 9 35 38 3 Block 70 70 0 70 70 0 70 70 0 70 70 0 21 19 -2 20 4 -16 Block 27 26 -1 14 15 1 16 17 1 19 14 -5 10 9 -1 8 7 -1 Block 69 69 0 51 34 -17 55 32 -23 53 30 -23 49 37 -12 34 46 12 Block 1 16 15 48 22 -26 39 24 -15 40 28 -12 28 6 -22 22 5 -17 Block V 0 0 0 3 2 -1 3 5 2 3 3 1 0 1 1 1 3 1 2 1 1 1 0 1 -1 Total Off -Street Supply, 1,297 1,297 0 837 895 58 900 947 47 847 843 -4 617 597 -20 413 374 -39 1,086 1,237 1,163 1,307 1,092 1,139 871 878 638 655 OnSStreet-Street Supply: 1,769 1,758 -11 151 144 47 7 17 61% 70% 66% 74% 62% 65% 49% 50% 36% 37% Note: [a] = Parking demand counts include parked vehicles in rrnrked and umrurked spaces. [b] = Parking derrund counts conducted on Thursday, October 11, 2012 and Friday, October 12, 2012 for the Prior Study. [c] =Parking demand counts conducted on Thursday, October 22, 2015 and Friday, October 23, 2015 for the Current Study. Prior Study= "Need Steps" Parking Study Downtown Newhall Specific Plan Area prepared by LLC! dated November 20, 2012, LINSCOTT, LAW & GREENSPAN, engineers LLGRef. 2-15-3626-1 18 Old Town Newhall Parking Study Update, Santa Clarita N:1 600C153626- Old Town Newhall Parking Study Update, Sante ClantaOtepyU3626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) do, Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 TABLE 3-2 OLD TOWN NEWHALL PARKING DEMAND SUMMARY 2015 RESULTS LINSCOTT, LAW & GREENSPAN, engineers 19 LLGRef. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:/3600\2153626 Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Shsdy Update 1222-15 (revised 1231-1) doox Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 (1) 2015 Actual Peak Demand (12:30 PM) (2) (3) (4) (5) Iiwentoried Parking Surplus Supply Demand % Occupied (Su -Peak Demand) % Surplus Entire Studv Area On -Street Public 461 360 78% 101 22% Off -Street Public 641 417 65% 224 35% Public Subtotal: 1,102 777 71% 325 29% Off -Street Private 656 530 81% 126 190/0 Off-StreetTotal1,297 947 73% 350 27% Total (ROwA) 1,758 1,307 74% 451 26% Main Sheet Subarea Focus On -Street Public 271 209 77% 62 23% Off -Street Public 199 93 47% 106 53% Public Subtotal: 470 302 64% 168 36% Off -Street Private 524 425 81% 99 190/0 Off-StreetTotal723 518 72% 205 28% Total (Row B) 994 727 73% 267 27% Main Sheet Subarea+ Metrolink Station/Comnwnity Center Focus On -Street Public 271 209 77% 62 23% Off -Street Public 641 417 65% 224 35% Public Subtotal: 912 626 69% 286 31% Off -Street Private 524 425 81% 99 190/0 Off-StreetTotal1,165 842 72% 323 28% Total (Row 0 1,436 1,051 73% 385 27% LINSCOTT, LAW & GREENSPAN, engineers 19 LLGRef. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:/3600\2153626 Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Shsdy Update 1222-15 (revised 1231-1) doox Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 TABLE 3-3 ACTUAL PEAK DEMAND VS. DESIGN LEVEL DEMAND (EXISTING FLOOR AREA OCCUPANCY) Note: [a] =Design level demand represents peak observed demand (for existing floor area occupancies) increased by 10%. Expanded values in each row may be affected by rounding. LINSCOTT, LAW & GREENSPAN, engineers LLGRef. 2-15-3626-1 20 Old Town Newhall Parking Study Update, Santa Clarita N:13600t2153626- Old Town NRwhallParking Study Update, Sante ClantaOtepo 0626 Old Town Newhall Parking Shsdy Update 1222-15(revised 1231-15,doox Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 (1) Actual Peak Demand (12:30 P1M) Design Level Demand [a] (12:30 PM) (2) (3) (4) (5) Inventoried Supply Demand % Occupied Demand % Occupied End re S tudv Area On -Street Public 461 360 78% 396 86% Off -Street Public 641 417 65% 459 72% Public Subtotal: 1,102 777 71% 855 78% Off -Street Private 656 530 81% 584 89% Off-StreetTotal1,297 947 73% 1,043 80% Total (Row A) 1,758 1,307 74% 1,439 82% Main Street Subarea Focus On -Street Public 271 209 77% 231 85% Off -Street Public 199 93 47% 102 51% Public Subtotal: 470 302 64% 333 71% Off -Street Private 524 425 81% 469 90% Off-StreetTotal723 518 72% 571 79% Total (Row B) 994 727 73% 802 81% Main Street Subarea + Metrolink Station/Community Center Focus On -Street Public 271 209 77% 231 85% Off -Street Public 641 417 65% 459 72% Public Subtotal: 912 626 69% 690 76% Off -Street Private 524 425 81% 469 90% Off-StreetTotal1,165 842 72% 928 80% Total (Row C) 1,436 1,051 73% 1,159 81 Note: [a] =Design level demand represents peak observed demand (for existing floor area occupancies) increased by 10%. Expanded values in each row may be affected by rounding. LINSCOTT, LAW & GREENSPAN, engineers LLGRef. 2-15-3626-1 20 Old Town Newhall Parking Study Update, Santa Clarita N:13600t2153626- Old Town NRwhallParking Study Update, Sante ClantaOtepo 0626 Old Town Newhall Parking Shsdy Update 1222-15(revised 1231-15,doox Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 9.j 4.0 FUTURE PARKING OPPORTUNITIES AND NEEDS CALCULATIONS 4.1 Baseline Parking Needs in the Main Street Subarea Stemming from Existing Conditions The prior section concluded with the derivation of a design -level parking needs assessment using the updated and merged (Thursday versus Friday) peak parking demands in the study area, and further applied a 10 percent contingency factor for day-to-day variation as well as provide greater parking convenience. For the Main Street Subarea, that calculation revealed a design -level need for 802 spaces to support the existing peak demands, measured against a supply of 994 spaces, and suggesting a functional surplus of 192 spaces that might be used to support near term re -occupancy, revitalization and/or redevelopment of projects brought forward in that subarea. These results vary significantly from a similar calculation presented in the prior 2012 study. That earlier study derived a design -level need for 724 spaces in the Main Street Subarea, measured against a supply of 1,017 spaces, and suggesting a functional surplus of 293 spaces. The 23 -space reduction in updated supply, coupled with a 78 -space increase in design -level demand, has reduced the updated design -level surplus by 101 spaces. So while an opportunity to support growth and increased activity in the subarea without necessarily adding spaces remains, its magnitude has diminished. It was noted previously that the Main Street Subarea has a current floor occupancy of 93%. The 7% vacancy factor is composed 20,794 SF spread among Blocks B/C (1,078 SF), H (1,100 SF), P (8,902 SF), Q (8,914 SF) and T (800 SF). These values are presented in the "Vacant' row of Appendix Table A-1. To recognize the potential parking needs of re -occupancy of these floor areas, when added to the 802 -space design -level needs described above, a "baseline" parking needs calculation has been prepared. Mathematically, the "baseline" is the 802 -space design -level value divided by 0.93 to expand it from the current 93% floor area occupancy to a 100 % full occupancy. Doing so grows the design -level need from 802 to a baseline of 862 spaces. Comparing the 862 -space baseline to the inventoried supply of 994 spaces leads to a functional surplus of 132 spaces. It is important to note that the 132 -space surplus is conservative because it accrues after isolating the greater of Thursday or Friday peak demand data on a block -by -block basis, and subjecting that blended demand to a 10% addition for contingencies and convenience. Additionally, the 862 -space baseline provides the City a "going forward" approach to account for the needs of existing constructed but vacant commercial and other non-residential floor area in the Main Street Subarea. If proposed tenancies in vacant building floor areas are generally consistent with existing use types in the subarea, the City could approve those tenancies with the relative comfort that the existing 994 -space supply could still provide a 132 -space functional surplus beyond a very conservative peak demand forecast of those baseline needs. LINSCOTT, LAW & GREENSPAN, engineers 2t LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) docx Packet Pg. 383 9.j 4.2 Near -Term Additive Development and Parking Facility Projects Possible development additions in the ONSP, related additive parking demands, and changes in parking supply appear focused to the Main Street Subarea. The City has identified anticipated changes to Blocks F and T. Due to demolition since our 2012 study, Block F is currently vacant but incidental parking still occurs within the block on abandoned (and unstriped) pad or former parking lot areas. Proposed improvements within Block T are expected to be constructed on the southeast corner of the block, which is also currently vacant. The proposed improvements within Blocks F and T are described below. The summary discussion has been expanded to describe LLG's treatment of each component for the purpose of parking demand calculations. Block F (City Block) • 20,000 SF retail. To be conservative, this study assumes that 10,000 SF of this floor area would be restaurant use. • Six/seven screen movie theatre with 500 seats. • 46 apartment units, providing their own dedicated parking for residents of the complex, but not necessarily for visitors. • 400 space parking structure. City staff has advised that this structure will provide support for the added retail/restaurant use, theatre, and guest parking for the apartments. Functional parking surpluses in the structure are expected add to the Main Street Area parking supply and support other public parking needs in that subarea. Block T • 43 room hotel. • 28 parking spaces to be constructed in support of the hotel. 4.3 Parking Analysis Techniques for Future Near -Term Conditions 4.3.1 Shared Parking Methodology As introduced in the prior 2012 study, the ULI Shared Parking methodology is a common technique for assessing the real world parking needs in a setting of mixed land use development types. After making a calculation of code -like parking needs for each land use grouping, the ULI technique further applies time -of -day percentage profiles for each use type. So instead of summing the peak code -like needs of each use, the methodology sums the day -long profile of each to arrive at the aggregate parking needs for that mix and quantity of land use types. A shared parking application can happen in multiple ways, as described below: LINSCOTT, LAW & GREENSPAN, engineersLLG Ref. 2-15-3626-1 22 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 384 9.j • The first approach is to use only the ULI time -of -day profiles and apply them directly to applicable City code ratios. For land use types not represented in the code, alternative code - like parking ratios are used to better address those unique use types. • A second approach is sometimes called Straight ULI, where both the parking ratios and time - of -day profiles come directly from the ULI publication. The Straight ULI method is further supported by an involved spreadsheet model reflecting many internal steps, but the results are printed to a single page output. In this application, ratios recommended by ULI often vary from the adopted code ratios in a given City. This is true in the City of Santa Clarita, as evidenced by the summary in Table 4-1. Retail is the dominant category in the study area, and Table 4-1 presents a ULI weekday parking ratio for retail uses that is less than the City's code. Food service uses are much less dominant in the study area, and ULI's parking ratios for food service uses will likely exceed the per seat calculation of the City's code. Other variations are evident from a review of the Table 4-1. • A third approach is often called "surveyed plus shared". In this application, the peak demands of existing development and occupancies are established through field study, much like the Old Town Newhall parking demand studies in 2012 and 2015. These peak demands establish the "surveyed" component of the calculation. The parking needs of new or additive development are addressed using Straight ULI shared parking procedures. They establish the "shared" component of the calculation. On balance, our 2012 study concluded that the Straight ULI approach could be an eventual good fit for the study area, but in the interim, Straight ULI for all development (existing and new) will likely overstate study area parking needs due to differences in the vitality and scale of development in Old Town Newhall versus the study areas that ULI used to create its methodologies. This was illustrated in shared parking calculations presented in the 2012 parking study, and has been confirmed in trial calculations prepared in parallel to this update. After considering the above approaches, and extending from methodologies first described in the 2012 parking study, the 2015 study has refined the "surveyed plus shared" methodology to one described as "baseline plus shared". It is described in the next subsection. 4.3.2 Baseline Plus Shared Methodology Section 4.1 described the derivation of baseline parking needs in the Main Street Subarea. It starts from actual field studied demand, combines the greater of Thursday or Friday data, adds a 10% contingency to that blended result, and further expands the design -level needs for existing occupied floor area to a 100% occupancy of existing developed floor area. This 2015 study concludes that the Main Street Subarea needs a baseline supply of 862 spaces. For pending additive development, the ULI Shared Parking methodology is directly applied. It uses ULI-published peak demand ratios and time -of -day profiles, and accounts for the additive development elements identified in Section 4.2. LINSCOTT, LAW & GREENSPAN, engineers 23 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 385 9.j The "baseline" and "shared" components of this methodology can be viewed independently or in combination. Independently, the "baseline" can identify the ongoing peak parking needs of fully occupied existing development in the subarea. It would do so at an equivalent planning ratio of 3.0 spaces per 1,000 SF (rounded value) of floor area (which was derived using peak demands on a per 1,000 SF basis with added 10% contingency). This recommended ratio exceeds the 2.5 spaces per 1,000 SF planning ratio first put forward in the ONSP. But the 3.0 value is tied to actual parking needs, and this study concludes it to be more appropriate for considering the on-going parking needs in the Main Street Subarea Also independently, the "shared" component isolates the additive parking needs of new development, and permits a test of those demands against the additive parking supply (if any) that the new development will facilitate. In combination, the two elements can be used to track supply versus demand characteristic as development characteristics in the Main Street Subarea further evolve. 4.4 Baseline Plus Shared Analysis for Near -Term Conditions 4.4.1 Main Street Subarea Analysis Table 4-2 presents the application of the baseline plus shared methodology to the Main Street Subarea It reaffirms that the baseline -only demand for full occupancy of existing floor areas in the Main Street Subarea totals 862 spaces at the midday peak (see column 2), and when measured against the existing subarea supply of 994 spaces, would result in a baseline surplus of 132 spaces (see column 3). These results describe a condition with full occupancy of existing development, before the addition of any Block F or T development. The subarea's shared parking needs of only new development (of various land use types) are calculated in columns 5 through 8, and summed in column 9. At the midday peak (12:00 noon), this added development would have a need for 202 spaces. Adding the baseline demand for existing floor area to the shared demand for added development indicates a total need for 1,064 spaces at midday. Within this total, column 8 indicates a need for 5 apartment guest spaces at midday to be provided by the proposed public parking structure on that block. Per the description provided by City staff, any resident parking needs of the apartments are expected to be accommodated in a separate parking facility on the block. The Block F development is expected to add 400 public spaces to that block, and the Bock T hotel would add 28 spaces. Taken together, these would increase the total supply in the Main Street Subarea of 1,422 spaces. Column 11 compares the total forecast demand (1,064 spaces) with the expected 1,422 -space supply and indicates a resulting surplus of 358 spaces. From Table 4-2 and the above discussion, it can be concluded that the Block F and T developments, t in combination, will add more spaces to the subarea than they are expected to use. The subarea V surplus will grow from 132 spaces in the baseline -only condition, to 358 spaces in the baseline plus shared condition. The 226 -space net increase in the surplus (358-132) would be brought about by the LINSCOTT, LAW & GREENSPAN, engineers 24 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 386 9.j Block F project's parking structure. The enlarged surplus would provide a greater capability for the subarea to support other future development projects as may be brought forward in the Main Street Subarea. 4.4.2 Block F (Only) Analysis Since the improvements within Block F are expected to be the most substantial development changes within the Main Street Subarea, this subsection takes a closer look at the parking implications within only that block. The analysis has been performed using the baseline plus shared methodology isolated to only Block F. This approach is intended to reveal any potential shortfall of parking within the 400 -space parking structure expected to be provided on that block. In general, a parking shortfall on the block could displace future Block F demands to the surrounding areas. On the other hand, projected surpluses would indicate a balanced peak parking condition within the block. Beyond an exact balance, the surpluses could support a greater proportion of restaurant use on the block (within the 20,000 SF of retail space), other floor area and mix refinements, greater Block F development intensities, a "space banking" of those surplus spaces to support other emerging subarea development, or some combination of all of these possibilities. The space bank banking option could also advance the Park Once strategy previously called for in the ONSP. Table 4-3 presents the parking analysis results for Block F only. Review of the table indicates that forecast Block F parking demands could be entirely accommodated by the planned structure, including a carryover of relatively small existing block demands as shown in column 1 of the table. Block F (only) peak demands (column 7) are expected to shift to the 8 PM hour on a weekday. While termed a weekday, these demands include "full house" Cineplex parking needs that are more likely to occur on a Friday, and total 245 spaces. This demand results in a minimum surplus of 155 spaces (see column 8). Also from the table, expected Block F (only) demands during the midday peak of the overall Main Street Subarea are forecast at 190 spaces, and would provide a surplus of 210 spaces. Looking to the day -long surpluses reported in column 8 indicates that the 400 -space size of the structure would essentially "space bank" parking within the subarea for all of the reported time periods of the day. LINSCOTT, LAW & GREENSPAN, engineers 25 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOteport13626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Packet Pg. 387 9.j TABLE 4-1 ULI VS. CITY PARKING CODE Note: [a] KSF=thousand squarefeet, DU -Dwelling Units, Rm=Room [b] Subject to a sliding scale overlap factor b as ed on room count versus conference/banquet SF. LINSCOTT, LAW & GREENSPAN, engineers 26 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Palling Study Update, Santa ClalitaOteport13626 Old Town Newhall Parking Shady Update 1222-15 (revised 1231-15) doox M M r Packet Pg. 388 LU Parking Rate [a] Land Use Type City Code: Off Street Parking Requirements (17.18.130) Weekday Weekend Retail 3.6/MF 4.0/KSF l spaceper250 square feet lspace per each 3fixed seats; plus l space per 45 square feet of other customer Nine/Casual Dining 18.0/USF 20.0/KSF service area. lspace per each 3fixed seats; plus l space per 45 square feet of other customer Fanny Restiourant 10.5/KSF 15.0/MF service area. l space per 60 square feet (with drive-through). l space per employee (with Fits tFood 15.0/USF 14.0/MF drive-through and no indoor seating) Nightclub 16.5/USF 19.0/MF l space per each 3 occupants. 1 space per each 3fxed seats; plus 1 space per each 45 square feet ofseating Cineplex 020 /Seat 0.27 /Seat areas with non -fwd seating; plus 1 space for each 3 occupants in other customer service areas. 1 space per each 3fxed seats; plus 1 space per each 45 square feet ofseating Perforrtting Arts Theater 0.37 /Seat 0.40 /Seat areas with non -fwd seating; plus 1 space for each 3 occupants in other customer service areas. 1 space per 150 square feet ofweight/equipmem room and pool spa area; plus 1 space per 60 square feet ofaerobic/mrtial art instruction area; plus lspace per Health Club 7.0/MF 5.75/MF 250 square feet ofotherfloor area (courts, lockerroorre, etc.); plus required parking for additionaluses on site l space per each guest roomer suite plus required parking for additional uses Business Hotel 125 /Rim 1.08/Ran on site. l space per each guest roomer suite plus required parking for additional uses Leisure Hotel 1.15/Rm 1.18 /Ran on site. lspace per each 3fixed seats; plus l space per 45 square feet of other customer Hotel Restiourant/Lamge 10.0/KSF 10.0/MF service area. l spacepereach 3fxed seats; plus l spacepereach 45 squarefeet ofseating Hotel Conference/Banquet 30.0/USN]b] 30.0/RSN]b] area with non -fixed seating. Hotel Convention Space 20.0 /MF 10.0 /MF No Information Given 2 spaces per unit. At least one accessible parking space shall be assigned to Residential 1.75 /DU 1.75 /DU each dwelling unit Other required parking may beunassigned butmustbemade available for the exclusive use ofresidents of the property and/or their guests. Office 3.8/USF 0.38/KSF l space per 250 s quare feet Medical/Dental 4.5/KSF 4.5/KSF l space per 200 s quare feet Bank 4.6/USF 4.6/KSF l space per 200 s quare feet Library 0.89 /USF 0.89 /KSF No Information Given Conmuurty Recreation Center 6.33 /USF 10.67 /KSF No Information Given 1 space per4 fixed seats (every 24 inches of bench shall be considered one Church 6.41 /MF 14.38 /KSF seat); plus 1 space per 28 square feet of assembly area without fwd seats. For each park less than 50 acres; 1 space per each 45 square feet of gymnasium plus 1 space per each 100 square feet of floor area in largest room in a Park 2.8/Acre 2.8/Acre gyrmasiumbudding, plus l space per 400squarefeet ofredmining floorareain gymnasiumand other buildings, plus 1 spacepereach 1/2 acreup to 15 acres and 1 spacepereach acrein excess ofl5 acres Note: [a] KSF=thousand squarefeet, DU -Dwelling Units, Rm=Room [b] Subject to a sliding scale overlap factor b as ed on room count versus conference/banquet SF. LINSCOTT, LAW & GREENSPAN, engineers 26 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Palling Study Update, Santa ClalitaOteport13626 Old Town Newhall Parking Shady Update 1222-15 (revised 1231-15) doox M M r Packet Pg. 388 TABLE 4-2 NEAR-TERM PARKING NEEDS: WEEKDAY (USING BASELINE PLUS SHARED PARKING DEMAND ANALYSIS [a]) MAIN STREET SUBAREA FOCUS EXISTING FLOOR AREA WITH THE ADDITION OF BLOCK F AND T PROJECTS LandUse IMsting Development Accounting for Proposed Improvements witltin Blocks F mrd T (10) 'Baseline" Plus "Shared" Parking Demand (11) Comp risonw/ Proposed Parking Supply 1,422 Spaces (1) 'Design Levee' Demand (Esisdng93% Floor Area Occupancy) (2) 'Baseline" Demand (100% Floor Area Occupancy) (3) "Baseline" Surplus B)eficiency) Basedon Fisting Supply of 994 Spaces (4) Reboil (5) Family Restatirant (6) Cineplex (7) Business Hotel (8) Residential Gest (9) Subtotal for New Development Size [b] PkgRate[c] 10.000 KSF 3.6 /KSF 10.000 KSF 10.5 /KSF 500 Seats 0.20 /Seat 43 Bills 1.25 /Bon 46 DU 0.50 /DU Gross Spaces 36 Spc. 105 Spc. 100 Spc. 54 Spa 23 Spc. Time ofDay Number of Spaces Number of Spaces Number of Spaces Number of Spaces Number of Spaces Surplus B)eficiency) 10:00 AM 722 776 218 25 92 0 37 5 159 935 487 12:00 Pat 802 862 132 35 105 22 35 5 202 1,064 358 2:00 Pat 691 743 251 35 60 55 37 5 192 935 487 6:00 Pat 580 624 370 35 86 62 36 14 233 857 565 8:00 PM 491 528 466 29 86 100 36 23 274 802 620 Notes: [a] Source: ULI - Upham Land Institute "Shared Parking," Second Edition, 2005. [b] " Size" -valu es repres ent fixture mix ofu s es identified by the City. [c] Parking motes for all land us es based on ULI procedure normalized to express percentage in terns ofabsohrte pend demand ratios. Indicates peak demand ormin i num surplus tnmefiame. LINSCOTT, LAW & GREENSPAN, engineers 27 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:14600@153616- Old Town NewhallParking Study Update, Sante ClantEReport13626 Old Town Newhall Parking Study Update 1222-15A ised1231-15)doox Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) TABLE 4-3 NEAR-TERM PARKING NEEDS: WEEKDAY (USING BASELINE SHARED PARKING DEMAND ANALYSIS [a]) BLOCK F SUBAREA FOCUS Land Use (1) Block "Design LewI" listing Demand Accounting for Proposed huprownients within Block F (7) 'Baseline" Plus "Shared" Parking Demand (S) Comparisonwd Proposed Parking Supply 400 Spaces (2) Retail (3) Family Restaurant (4) Cineplex (5) Residential Guest (6) Subtotal for New Dewlopurent 1 Size [b] Pkg Rate[c] 10.000 MF 3.6 /MF 10.000 MF 10.5 /MF 500 Seats 0.20 /Seat 46 DU 0.50 /DU Gross Spaces 36 Spc.105 Spc. 100 Spc. 23 Spc. Time ofDay Number of Spaces Number of Spaces Number of Spaces Number of Spaces Surplus I (Deficiency) 10:00 AM 29 25 92 0 5 122 151 249 12:00 PM 23 35 105 22 5 167 190 210 2:00 PM 20 35 60 55 5 155 175 225 6:00 PM 13 35 86 62 14 197 210 190 8:00 PM 7 29 86 100 23 238 245 155 Notes: [a] Source: ULI - Urban Land Institute "Shared Parking," Second Edition, 2005. [b] "Sim" values represent£uture nrixofuses identified by the City. [c] Parking ratios for all land uses based on ULI procedure normalized to express percentage in terns of absolute peak demand ratios. "Indicates peak demand or ninimum surplus timefrarre. LINSCOTT, LAW & GREENSPAN, engineers 28 LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:1 600@153616- Old Town Newhall Parking Study Update, Sante ClantaOtepyU3626 Old Town Newhall Parking Study Update 1222-15 (revised 1231-15) doox Attachment: Linscott Law & Greenspan - Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 aol s;uawaaAV ajeS pue asegwnd : £9£ �) ApnlS 6uiPed - uedsumE) 18 mei Ilo3sui-1 :luauay3ejjv 67 APPENDIX A EXISTING LAND USE SUMMARY LINSCOTT, LAW & GREENSPAN, engineers LLG Ref. 2-15-3626-1 OId Town Newhall Parking Study Update, Santa Clarita \.3600',21:3626 -Old Tawn Nlewhall Pulsing Study Update, Sarta ClariwReport,3626 App-ndis Cover,doa Table A-1 Existing Land Use Surnrnary (Sorted to ULI Shared Parizing Categories) Notes: Sowce_ City of Sanha Clanha Planning Departrnent provided November 2011 [a] SF =square footage, DU = dwelling wits. [b] Vacantfloor area within this block refers to "Existing Old Jail'S [c] All buildings on this lot have been demolished �[d] Location consist of a parking area only_ � [e] 8ubtohal and Tohal excludes residential and park land use types_ x m tC w. ath_N�3600�2153626 Nab: Old Town Newhall Parking SW dy Update, Sams ClarihaATables�3626 Supply -Demand Table Attachment: Linscott Law &Greenspan -Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) Date 1222/2015 q Main Street Subarea Metrolink Station ana co.n..mmry center Otho, Laua Use Type [a] g1ocK A BIocK B/C [b] BIocK E BIocK F [c] BIocK H BIocK I BIocK K BIocK L BIocK P BIocK Q BIocK 3 BIocK T BIocK U BIocK V Subtotal BIocK BIocK M/R [a] N Subtotal BIocK D BIocK G BIocK J BIocK O Subtotal Total Retail (SF) - - 27,721 - "),199 25,354 23,")03 30,852 13,180 6,659 5,439 6,485 5,")02 176 152,490 - - - 1"),030 5,28") - - 22,319 194,989 SF Fine/Casual Dining (SF) - - - - - - - - - - - - - - - - - - - - - - - 0 SF Family Rutawant (SFJ - - 3,100 - "),150 - - - 1,453 5,996 - - - - 19,699 - - - 6,082 - - - 6,082 23,981 SF Fast Fooa <sF7 - - - - - - - - - - - - - - - - - - - - - - - o sF Nightclub (SF) - - - - - - - - - - - - - - - - - - - - - - - 0 SF Cineplex (Seatr) - - - - - - - - - - - - - - - - - - - - - - - 0 SF er ormmg s ea er ea s - - - - - - - - - 348 ($")225F) - - - - 348 (8,9223F) _ _ _ 348 Seatr (8,922 SF) Health Club (SF) - - 4,300 - 2,800 - - - - - - - - - 9,100 - - - - - - - - 9,100 SF Businus Hotel (Rooms) - - - - - - - - - - - - - - - - - - - - - - - 0 Rooms Leisure Hotel (Rooms) - - - - - - - - - - - - - - - - - - - - - - - 0 Rooms HotelRutawant/Lounge (SF) - - - - - - - - - - - - - - - - - - - - - - - OSF Hotel ConrerenceBanquet CSF) 4,3")8 - - - - - - - - - - - - - 4,398 - - - - - - - - 4,398 SF Hotel Convention Space (SF) - - - - - - - - - - - - - - - - - - - - - - - OSF Residential (DU) 4 - - - 3 - 19 - - - - - - - 26 - - - 3 13 58 - 94 100 DU Office (SF) 4,604 - - - - - 9,797 - 1$3")8 - 1,284 2,065 3,060 - 39,188 - - - 3,250 5,800 6,2")0 - 15,320 54,508 SF MeaicaVDental (SF) - - - - - - - - - - - - - - - - - - - - - - - 0 SF Baht (SF) - - - - - - - - - - - - - - - - - - - - - - - 0 SF Library (SF) - 30,")52 - - - - - - - - - - - - 30,952 - - - - - - - - 30,952 SF Commwity Recreation Center (SF) - - - - - - - - - - - - - - - - 22,000 22,000 - - - - - 22,000 SF Church (SF) - - - - 4,888 6,300 - - 1,454 - - - - - 12,642 - - - - - - - - 12,642 SF ParK (A¢u) - - - - - - - - - - - - - - - - - - - - - 0435 0.435 0.435 AC Su6tofal [eJ: $982 30,]52 35,121 O 2203] 31,654 3$500 30,852 34,465 21,3]] 6,]23 8,550 $]62 I]6 2]2951 O 22,000 22000 26,362 II,OS] 6,2]0 O 43,]19 33$6]0 SF Vacant - 1,0')8 - - 1,100 - - - $902 8,914 - 800 - - 20,994 - - - - - - - - 20,994 SF Total [e]: 8,982 31,830 35,121 0 23,139 31,654 33,500 30,852 43,369 30,291 6,923 9,350 8,962 196 293,945 0 22,000 22,000 26,362 11,089 6,290 0 43,919 359,464 SF Notes: Sowce_ City of Sanha Clanha Planning Departrnent provided November 2011 [a] SF =square footage, DU = dwelling wits. [b] Vacantfloor area within this block refers to "Existing Old Jail'S [c] All buildings on this lot have been demolished �[d] Location consist of a parking area only_ � [e] 8ubtohal and Tohal excludes residential and park land use types_ x m tC w. ath_N�3600�2153626 Nab: Old Town Newhall Parking SW dy Update, Sams ClarihaATables�3626 Supply -Demand Table Attachment: Linscott Law &Greenspan -Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) Date 1222/2015 q aol sluawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6uiPed - uedsumE) 1S mei ;lo3sui-1 :luauay3el;d 67 1.. LINSCOTT, LAw & GREENSPAN, engineers LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N'13600\2153626 - Old To— Newhall Parking Shady Update, Santa Clarita\RepcTf,3 i26 Appendix Cover.doc N b �P Table Sl Old Town Newhall Parking Supply [a]: Entire Study Area =Paekivg mpply vepressfs marked spaces, offstreetvesidential spaces are mtvetlec[ed iv these Wfzls. =Ivdndes Havdiap Pavkivg avd vanons ofha resMc[ed parkivg. =Uvmarked ovstreet spaces weve estimated at 22 feet per space =No striped offstreetpaekivg ezisLt due [o fhe removal ofall buildings. =No offstreetoaekive was available at Blotic O. Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) Date 12/22/2015 J Public Paa'kin Pa'iva[e Paa'kin Tune O[hea' Tune O[hea' Paa'kin Zoue IIua'esn'ictetl Aesta'ictetlQ oa'2ha') Aestrictious SubWGI IIua'estricfetl Aesta'ictetlQ oa'2ha') Aestrictious SubWGI Tofzl Ou-Sta'eet 5uooly fd llfh Street 14 14 0 14 Lyons Avenue 4 - - 4 - - - 0 4 9th Street 28 8 5 41 - - - 0 41 8th Street 15 18 4 3] - - - 0 3] MaekEt Street 12 13 - 25 - - - 0 25 6fh Street 5 13 3 21 - - - 0 21 Sfh Street 2 - - 2 - - - 0 2 4fh Street 3 - - 3 - - - 0 3 Chestnut Street ff] - - 9 - - - 0 9 Walvnt Street 9] 4 2 103 - - - 0 103 Maiv Street "] 65 8 80 - - - 0 80 Aaitroad Avenue 11 16 - 9 - - - 0 9 Newhall Avsne 5 - - 5 - - - 0 5 Pive Street "]2 "]2 0 "]2 Tofzl OUSta'eet Supply: 302 139 22 461 0 461 Of&Sta'eet Suooly BlockA 0 29 ?9 29 Block B/C 108 - 20 128 - - - 0 128 BlockD - - - 0 81 - 4 85 85 BlockE 0 44 - 34 "]8 "]8 BlockF[d] - - - 0 - - - 0 0 BlockG - - - 0 32 - 1 33 33 BlockH - - - 0 fi"] - 2 89 89 BlockI - - - 0 43 - 8 51 51 Blocks 0 14 14 14 BlockK - - - 0 49 - 3 52 52 BlockL - - - 0 36 - 19 55 55 BlockM 22 - 23 45 - - - 0 45 BlockN 281 - 46 3ff] - - - 0 3ff] BlockO[e] - - - 0 - - - 0 0 BlockP - - - 0 6] - 19 86 86 BlockQ 0 41 - 3 44 44 BlockA "]0 - - "]0 - - - 0 "]0 Blocks 0 2! - 2 26 26 BlockT 49 - 6 55 13 - 1 14 69 BlockU - 16 - 16 - - - 0 16 Blocky 0 0 0 TOGI Or&Sta'eet Supply: 530 16 95 641 519 0 139 656 1,299 Ou-Sta'eet+Or&Sta'eet $32 153 119 1,102 519 0 139 656 1,9� Su 1: =Paekivg mpply vepressfs marked spaces, offstreetvesidential spaces are mtvetlec[ed iv these Wfzls. =Ivdndes Havdiap Pavkivg avd vanons ofha resMc[ed parkivg. =Uvmarked ovstreet spaces weve estimated at 22 feet per space =No striped offstreetpaekivg ezisLt due [o fhe removal ofall buildings. =No offstreetoaekive was available at Blotic O. Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) Date 12/22/2015 J aol s;uawaaAV ajeS pue asegwnd £9£ Apn;S 6uNaed - uedsumE) 1S mei 11o3suil :;uauay3e;;d � M a a� a APPENDIX C DATA AND ANALYSIS SUMMARIES FOR ENTIRE STUDY AREA • TABLE C-1 OLD TOWN NEWHALL PARKING DEMAND - THURSDAY (OCTOBER 22, 2015) • TABLE C-2 OLD TOWN NEWHALL PARKING DEMAND - FRIDAY (OCTOBER 23, 2015) • TABLE C-3 OLD TOWN NEWHALL PEAK PARKING DEMAND • TABLE C-4 OLD TOWN NEWHALL BASELINE PARKING DEMAND (EXISTING PEAK PLUS 10%) LINSCOTT, LAw & GREENSPAN, engineers LLG Ref 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N:`33600 21=3626 - Old Town Newhall Puking Study update; Santa Clarita:Repm 3026 Appendix Cove,.doc Table C-1 Old Town Newhall Parking Demand -Thursday (October 22, 2015 [a]): Entire Study Area Note: [a]= Parlovg demand mnvts ivdnde parked veludes iv marked and mm�adced spaces Patlr N �3600�2153626 - Old Towv Newhall Parldvg Study Update, Banta QantaATables�3626 Supply -D emavd Table Data 1222/1A15 Attachment: Linscott Law 8. Greenspan -Parking Stutly (1363: Purchase antl Sale Agreements for Retlevelopm ent Block) 0 Thursday, October 22, 2015 10:30 AM 1230 PM 2:00 PM 6:00 PM 8:00 PM Parlors Zove Su 1 Demand % Occu ied Demand % Omu ied Demand % Occu ied Demand % Occu ied Demaud % Ocm ied lhtStreet Suuuly 11M Street 14 5 36% 6 43% 6 43% 1 7% 1 7% Lyovs Avenue 4 4 100% 2 50% 3 75% 3 75% 0 0% 9M Street 01 31 76^/ 26 63% 24 59% 16 39% 13 32% 8M Street 37 31 84% 28 76% 26 70% 21 57% ll 46% Market Street 25 18 72% 18 72% ll 68% 24 96% 18 72% 6M Street 21 1 5% 3 14% 3 14% 9 43% 10 48% SM Street 2 1 50% 1 50% 1 50% 0 0% 0 0% 4M Street 3 2 67% 2 61% 2 67% 0 0% 0 0% (Tes[nnt Street TJ 14 52% 14 52% 15 56% ll 63% 23 85% Walvnt Street 103 82 80% 73 71% 62 60% 56 54% 49 48% Maiv Street 80 53 66^/ 63 79% 65 81% 54 68% 45 56% Rvlroad Avenue TJ 10 37% 15 56% 18 67% 7 26% 9 33% Newhall Avenue 5 1 20% 2 40% 0 0% 1 20% 0 0% Pive Street 72 45 63% 49 68% 46 64% 34 47% 49 68% Total lhtStreet Su 1 061 298 65% 302 66% 288 62% 203 53% 230 51% IM --Street Suuuly HlodcA 29 4 14% 3 10% 6 21% 4 14% 0 0% Hlodc H/C 128 45 35% 58 45% 63 49% 54 42% 19 15% HlodcD 85 32 38% 40 47% 35 41% 42 49% 23 D% HlodcE 78 40 SL 51 65% 41 53% 29 37% 8 10% HlodcF 0 26 — 21 — 18 — 10 — 0 — HlodcG 33 18 55% 18 55% 16 48% 5 15% 2 6^/ HlodcH 89 31 35% 36 40% 29 33% 32 36% 11 12% HlodcI A 62 100% 67 100% 64 100% 49 96% 36 71% Hlodcl 14 3 21% 2 14% 2 14% 0 0% 0 0% HlodcK 52 20 38% 25 48% 22 42% 8 15% 5 10% HlodcL 55 49 89% 44 80% 46 84% 30 55% 22 40% HlodcM 45 34 76% 36 80% 34 76% 12 D% 5 11% HlodcN 32J 230 70% 218 61% 215 66% 160 49% 65 20% Hlodc O — — -- HlodcP 86 24 28% 29 34% D 31% 22 26% 21 24% HlodcQ 44 24 55% 24 55% 30 68% 36 82% 37 84% HlodcR 70 70 100% 70 100% 70 100% 19 D% 0 0% HlodcS 26 12 46^/ ll 65% 11 42% 9 35% 4 15% HlodcT 69 34 49% 32 46% 30 43% 37 54% 46 61% HlodcU 16 22 100% 22 100% 28 100% 6 38% 3 19% Hlodc V 0 2 3 3 1 0 TotallM--Street Supply: 1,299 982 60% 816 63% 990 61% 565 00% 309 20% lhtStreet+OR-Street Supply: 1,958 1,080 61% 1,118 60% 1,098 61% 808 06% 501 31% Note: [a]= Parlovg demand mnvts ivdnde parked veludes iv marked and mm�adced spaces Patlr N �3600�2153626 - Old Towv Newhall Parldvg Study Update, Banta QantaATables�3626 Supply -D emavd Table Data 1222/1A15 Attachment: Linscott Law 8. Greenspan -Parking Stutly (1363: Purchase antl Sale Agreements for Retlevelopm ent Block) 0 Table C-2 Old Town Newhall Parking Demand -Friday (October 23, 2015 [a]): Entire Study Area Note: [a]= Parlovg demand mnvts ivdnde parked veludes iv marked and mm�adced spaces Patlr N 136 0012153 626 - Old Towv Newhall Parldvg Study Update, Santa QantaATables13626 Snpply-D emavd Table Data 1222/1A15 Attachment: Linscott Law 8. Greenspan -Parking Stutly (1363: Purchase antl Sale Agreements for Retlevelopm ent Block) 0 Friday, October 23, 2015 10:30 AM 1230 PM 2:00 PM 6:00 PM 8:00 PM Parlors Zove Sv 1 Demand % Occu ied Demand % Omv ied Demand % Occu ied Demand % Occu ied Demavd % Ocm ied On -Street Svvvly 11M Street 14 4 29% 4 29% 4 29% 2 14% 2 14% Lyovs Avenne 4 4 100% 3 75% 4 100% 2 50% 1 25% 9M Street 41 47 100% 40 98% 25 61% 14 34% 12 29% 8M Street 37 31 84% 36 91% D 73% 24 65% 18 49% Market Street 25 18 72% 19 76% ll 68% 20 80% 22 88% 6M Street 21 2 10% 4 19% 2 10% 8 38% 18 86% SM Street 2 1 50% 2 100% 2 100% 0 0% 0 0% 4M Street 3 2 61% 3 100% 2 61% 1 33% 0 0% (Tes[nnt Street D 21 78% 22 81% 18 61% 21 78% 16 59% Walvnt Street 103 89 86% 92 89% 63 61% 41 40% 38 37% Maiv Street 80 60 75% 66 83% 59 74% 70 88% 74 93% Rvlroad Avenne D 16 59% 16 59% 18 67% 13 48% 12 44% Newhall Avenne 5 1 20% 0 0% 0 0% 0 0% 0 0% Pive Street 72 23 32% 23 32% 22 31% 41 57% 42 58% Total On -Street Sv 1 061 319 69% 330 92% 263 59% 259 56% 255 55% OR -Street Snvvly HlodcA 29 4 14% 1 3% 3 10% 1 3% 0 0% Hlodc H/C 128 65 51% 66 52% 70 55% 28 22% 10 8% HlodcD 85 81 95% 81 95% 57 67% 29 34% 13 15% HlodcE 78 54 69% 61 78% 39 50% 41 53% 20 26% HlodcF 0 16 -- 19 — 18 — 12 — 6 — HlodcG 33 20 61% 20 61% 13 39% 3 9% 3 9% HlodcH 89 40 45% 86 91% 35 39% 28 31% 18 20% HlodcI 51 55 100% 65 100% 63 100% 49 96% 48 94% Hlodcl 14 3 21% 4 29% 4 29% 0 0% 0 0% HlodcK 52 26 50% 28 54% D 52% 16 31% 7 13% HlodcL 55 54 98% 46 84% 51 93% 37 61% 36 65% HlodcM 45 31 69% 31 69% 30 67% 13 29% 8 18% HlodcN 3D 15"1 48% 15"1 48% 152 46% 9J 30% 29 9% Hlodc O — — -- HlodcP 86 29 34% 32 3"1% 30 35% 18 21% 11 13% HlodcQ 44 16 36% 30 68% 29 66% 29 66% 38 86% HlodcR 70 64 91% 62 89% 62 89% 16 23% 4 6% HlodcS 26 15 58% 14 54% 14 54% 8 31% 7 D% HlodcT 69 24 35% 27 39% 28 41% 29 42% 45 65% HlodcU 16 22 100% 24 100% 25 100% 6 38% 5 31% Hlodc V 0 2 5 3 3 0 Total OR -Street Supply: 1,299 998 60% 859 66% 953 58% 063 36% 308 20% On-Street+OR-Street Snpply: 1,958 1,099 62% 1,189 68% 1,016 58% '120 01% 563 32% Note: [a]= Parlovg demand mnvts ivdnde parked veludes iv marked and mm�adced spaces Patlr N 136 0012153 626 - Old Towv Newhall Parldvg Study Update, Santa QantaATables13626 Snpply-D emavd Table Data 1222/1A15 Attachment: Linscott Law 8. Greenspan -Parking Stutly (1363: Purchase antl Sale Agreements for Retlevelopm ent Block) 0 �r A Table C-3 Old Town Newhall Peak Parking Demand [a]: Entire Study Area Note [a] =Paekivg danand coovfs ivtlode packed vehitlev iv mavked and onmarked spacev. Mazimom Danand Occwred ov Thorsday, Oc[oba 22 2015. �Mazimom Danand Occwred ov Fnday, October 23, 2015. Path N:33600t2153626 - Old Towv Newhall Pavkivg S Wdy Upda[e Savfz ClanfzATables33626 Sopp1Y-Demavd Table Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) 0 Peak ra'om Thua'stlay antl Fa'itlay (1022/15 antl 1023/15) lO:W AM 12:30 PM 2:N PM 6:OO PM S:OO PM Paa'km Zone Su 1 DemanO °/o Occu ie0 DemanO °/o Ocm ie0 DemanO °/o Omu ie0 DemanO °/o Occu ie0 DemanO °/o Occu ie0 onsc.aac Sn I l lfh Street 14 5 36%: 5 43% 6 43% 2 14% 2 14% Lyovs Avsoe 4 4 100% 3 "]5% 4 lOP/ 3 "]5% 1 25% 9th Street 41 4"] 100% 40 9fi/ 25 61% 16 39% 13 32% 8th Street 3"] 31 84% 36 9]% 9 "]3% 2! 65% 18 49% Market Street 25 18 "]2% 19 "]6°/ 1"] 68% 2! 96% 22 88% 6th Street 21 2 10% 4 1"P/ 3 14% 9 43% 18 86% Sfh Street 2 1 50% 2 100% 2 lOP/ 0 P/ 0 P/ 4th Street 3 2 6]% 3 100% 2 6]% 1 33% 0 P/ Chesfnot Street ff] 21 "]8% 22 81% 18 6]% 21 "]8% 23 85% Walvot Street 103 89 86°/ 92 8"P/ 63 61% 56 54% 49 48% Maiv Street 80 60 "]5% 66 83% 65 81% "]0 88% "]4 93% Railroad Avsoe ff] 16 59% 16 5"P/ 18 6]% 13 48% 12 44% Newhall Av enoe 5 1 20% 2 4P/ 0 0% 1 20% 0 P/ Pive Street "]2 45 63% 49 6fi/ 46 61% 41 5"]% 49 68% Tofzl On-Sta'eet 5u 1 q61 3q2 94°/0 360 98°/0 2S6 64°/0 281 61°/0 2S1 61°/0 Off -Street Bu 1 BlockA 29 4 14% 3 1P/ 6 21% 4 14% 0 P/ Block B/C 128 65 51% 66 52/ 70 55% 54 42% 19 15% BlockD 85 81 95% 81 9S/ S] 6]% 42 49% 23 ff]% BlockE "]8 54 69% 61 "]8/ 41 53% 41 53% 20 26% BlockF 0 26 — 21 — 18 — 12 — 6 — BlockG 33 20 61% 20 61% 16 48% 5 ]5% 3 "P/ BlockH 89 40 45% 86 9]% 35 39% 32 36% 18 20% BlockI 51 62 100% 6] 100% 61 lOP/ 49 96% 48 94% Blocks 14 3 21% 4 2"P/ 4 29% 0 P/ 0 P/ BlockK 52 26 50% 28 54% 9 52% 16 31% "] 13% BlockL 55 54 98% 46 84% 51 93% 3"] 6]% 36 65% BlockM 45 34 "]6°/ 36 8P/ 34 "]6°/ 13 29% 8 18% BlockN 39 230 "]0% 218 6]% 215 66% 160 49% 65 20% Block O BlockP 86 29 34% 32 3"]% 30 35% 22 26% 21 2!% BlockQ 44 2! 55% 30 68/ 30 68% 36 82% 38 86% BlockA "]0 "]0 100% "]0 100% "]0 lOP/ 19 ff]% 4 6°/ BlockB 26 15 58% 1"] 65% 14 54% 9 35% "] ff]% BlockT 69 34 49% 32 46°/ 30 43% 3"] 54% 46 6]% BlockU 16 22 100% 2! 100% 28 lOP/ 6 38% 5 31% Blocky 0 2 5 3 3 0 TOGI Orr -Street Bupply: 1,299 S95 ®°/0 949 'Y3°/o 843 65°/0 �9 46°/0 394 29°/0 Oo—Bta'eet+OR-Sta'eet Supply: 1,958 1,239 90°/0 1,309 94°/0 1,139 65°/0 898 W°/o 655 39°/0 Note [a] =Paekivg danand coovfs ivtlode packed vehitlev iv mavked and onmarked spacev. Mazimom Danand Occwred ov Thorsday, Oc[oba 22 2015. �Mazimom Danand Occwred ov Fnday, October 23, 2015. Path N:33600t2153626 - Old Towv Newhall Pavkivg S Wdy Upda[e Savfz ClanfzATables33626 Sopp1Y-Demavd Table Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) 0 'O N CS JS 9 b rc Table C-4 Old Town Newhall Baseline Parking Demand (Existing Peak Plus 10%) [a]: Entire Study Area Note: [a] =Pavkivg demavd cowls indode pavked vehicles in marked avd ovmaeked spacer Mazimom Demavd Oavrzed on Thovsday, ApN 26th, 2012 orbased on October l lfh, 2012 pavkivg mmt mpplanst Mazimom Demavd Occvned on Friday, ApN fflih, 2012 orbased on Oc[ober 12f}s 2012 pavkivg mmt mpplanst Path: N:13 6 001215 3 6 26 - Old Towv Newhall Pavkivg S Wdy Update, Savtz ClantaATables13626 Sopp1Y-Demavd Table Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) 0 Peak ra'om Thua'stlay antl Fa'itlay (1022/15 antl 1023/15) Plus 10°/0 10:30AM 12:W PM 2:N PM 6:N PM S:OOPM Paa'kin Zone Su 1 DemanO °/o Omu ie0 DemanO °/o Occu ie0 DemanO °/o Omu ie0 DemanO °/o Ocm ie0 DemanO °/o Ocm ie0 On-Sta'eet 5u 1 llfh Street 14 --6 43% "1 50% "] 50% 2 14% 2 14% Lyons Av enoe 4 4 lOP/ 3 "]5% 4 lOP/ 3 "]5% 1 25% 9[h Street 41 52 lOP/ 44 100% 28 68% 18 44% 14 34% 8[h Street 3] 34 92% 40 100% 30 81% 26 "]P/ 20 54% Maeket Street 25 20 80% 21 84% 19 "]6% 26 100% 2! 96°/ 6fh Street 21 2 10% 4 19% 3 14% l0 4fi/ 20 95% Sfh Street 2 1 50% 2 100% 2 lOP/ 0 0% 0 0% 4fh Street 3 2 6]% 3 100% 2 6]% 1 33% 0 0% Ches[nntStreet 9 23 85% 2! 89% 20 "]4% 23 85% 25 93% Walvnt Street 103 98 95% 101 98% 69 6]% 62 6P/ 54 52% Main S[reet 80 66 fi3% "]3 91% "]2 90% "i] 96°/ 81 100% Railroad Avenne 2] 18 6]% 18 6]% 20 "]4% 14 52% 13 4fi/ Newhall Avenne 5 1 20% 2 40% 0 0% 1 2P/ 0 0% Pive Street "]2 50 69% 54 "]5% 51 "]1% 45 63% 54 "]5% TOG1Oo-5treet 5u q61 399 82°/0 396 85°/0 329 91°/0 308 69°/0 3C@ 69°/0 Or&Sta'eet 5u 1 BlockA 29 4 14% 3 10% "] 2!% 4 14% 0 0% Block B/C 128 "]2 56% "]3 5"]% "]"] 60% 59 46°/ 21 16°/ BlockD 85 89 lOP/ 89 100% 63 "]4% 46 54% 25 2"P/ BlockE "]8 59 "]6% 6] 86% 45 58% 45 Sfi/ 22 2fi/ BlockF 0 29 — 23 — 20 — 13 — "] — BlockG 33 22 6]% 22 6]% l8 55% 6 lfi/ 3 9% BlockH 89 44 49% 95 100% 39 44% 35 3"P/ 20 22% BlockI 51 68 lOP/ "]4 100% "]0 lOP/ 54 100% 53 100% Blocks 14 3 21% 4 29% 4 29% 0 0% 0 0% BlockK 52 29 56°/ 31 60% 30 58% 18 3S/ 8 1S/ BlockL 55 59 lOP/ 51 93% 56 lOP/ 41 "]S/ 40 "]3% BlockM 45 3] 82% 40 89% 3"] 82% 14 31% 9 2P/ BlockN 3ff] 253 "i]% 210 "]3% 23"] "]2% 1"]6 54% "]2 22% Block O BlockP 86 32 3]% 35 41% 33 38% 2! 2fi/ 23 ff]% BlockQ 44 26 59% 33 "]5% 33 "]5% 40 91% 42 95% BlockA "]0 "i] lOP/ "]"] 100% "]"] lOP/ 21 3P/ 4 6°/ Blocks 26 1"] 65% 19 "]3% 15 58% 10 3fi/ 8 31% BlockT 69 3] 54% 35 51% 33 48% 41 5"P/ 51 "]4% BlockU 16 2! lOP/ 26 100% 31 lOP/ "] 44% 6 3fi/ Blocky 2 6 3 3 0 Tofzl Or&Sta'eet Supply: 1,299 98i 96°/0 1043 9J°/o 92S 92°/0 659 51°/0 414 32°/0 OnSta'eet+Of[Sta'eet Supply: 1,958 1,360 99°/0 1,439 82°/0 1,255 91°/0 965 55°/0 922 41°/0 Note: [a] =Pavkivg demavd cowls indode pavked vehicles in marked avd ovmaeked spacer Mazimom Demavd Oavrzed on Thovsday, ApN 26th, 2012 orbased on October l lfh, 2012 pavkivg mmt mpplanst Mazimom Demavd Occvned on Friday, ApN fflih, 2012 orbased on Oc[ober 12f}s 2012 pavkivg mmt mpplanst Path: N:13 6 001215 3 6 26 - Old Towv Newhall Pavkivg S Wdy Update, Savtz ClantaATables13626 Sopp1Y-Demavd Table Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) 0 aol s;uawaaAV ajeS pue asegwnd £9£ Apn;S 6uiPed - uedsumE) 18 mei 11o3sui-1 :;uauay3e;;d 0 0 a a� a r.-r.o We DATA AND ANALYSIS SUMMARIES FOR MAIN STREET SUBAREA FOCUS • TABLE D-1 OLD TOWN NEWHALL PARKING DEMAND -THURSDAY (OCTOBER 22, 2015) • TABLE D-2 OLD TOWN NEWHALL PARKING DEMAND -FRIDAY (OCTOBER 23, 2015) • TABLE D-3 OLD TOWN NEWHALL PEAK PARKING DEMAND • TABLE D-4 OLD TOWN NEWHALL BASELINE PARKING DEMAND (EXISTING PEAK PLUS 10%) LINSCOTT, LAw & G7REENSPAN, engineers LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita ^'.3600,21 3626 - Old Teem NT,,hall P.4 � Stud, Upda:e_ S,mra Clay iYs,Report. G26 Appendix Co-, Table D-1 Old Town Newhall Parking Demand -Thursday (October 22, 2015 [a]): Main Street Subarea Focus Note: [a]= Parlovg demand mnvts ivdnde parked veAides iv marked and mm�adced spaces Patlr N 136 0012153 626 - Old Towv Newhall Parldvg Study Update, Santa QantaATables13626 Supply -D emavd Table (Maio Street Fows) Data 1222/1A15 Attachment: Linscott Law 8. Greenspan -Parking Stutly (1363: Purchase antl Sale Agreements for Retlevelopm ent Block) 0 Thursday, October 22, 2015 10:30 AM 1230 PM 2:00 PM 6:00 PM 8:00 PM Parlors Zove Su 1 Demand % Occu ied Demand % Omu ied Demand % Occu ied Demand % Occu ied Demaud % Ocm ied lht8treet 8uuuly 11M Street 14 5 36% 6 43% 6 43% 1 7% 1 7% Lyovs Avenue 0 0 0% 0 0% 0 0% 0 0% 0 0% 9M Street 26 21 81% 15 58% 15 58% 9 35% 7 D% 8M Street 13 20 87% 18 78% 18 78% 11 48% 8 35% Market Street 22 15 68% 15 68% 14 64% 22 100% 16 73% 6M Street 21 1 5% 3 14% 3 14% 9 43% 10 48% SM Street 2 1 50% 1 50% 1 50% 0 0% 0 0% 4M Street 3 2 67% 2 61% 2 67% 0 0% 0 0% (Tes[nnt Street — — — — - Walvnt8treet 53 40 "15% 36 68% 31 58% 26 49% 29 55% Maiv Street 80 53 66^/ 63 79% 65 81% 54 68% 45 56% Rvlroad Avenue D 10 37% 15 56% 18 67% 7 26% 9 33% Newhall Avenue 0 0 0% 0 0% 0 0% 0 0% 0 0% Pive Street — — — — — Totallht8treet8u 1 291 168 62% 190 60% 193 60% 139 51% 125 06^/0 IM --Street Suvvly HlodcA 29 4 14% 3 10% 6 21% 4 14% 0 0% Hlodc H/C 128 45 35% 58 45% 63 49% 54 42% 19 15% HlodcD — — -- — HlodcE "18 40 SL 51 65% 41 53% 29 3"1% 8 10% HlodcF 0 26 — 21 — 18 — 10 — 0 — Hlodc G — — -- HlodcH 89 31 35% 36 40% 29 33% 32 36% 11 12% HlodcI A 62 100% 67 100J 64 100% 49 96% 36 71% Hlodcl — — -- — HlodcK 52 20 38% 25 48% 22 42% 8 15% 5 10% HlodcL 55 49 89% 44 80% 46 84% 30 55% 22 40% HlodcM — — -- — HlodcN — — -- — Hlodc O — — -- HlodcP 86 24 28% 29 34% D 31% 22 26% 21 24% HlodcQ 44 24 55% 24 55% 30 68% 36 82% 37 84% HlodcR — — -- — — — — -- — 0 — HlodcB 26 12 46^/ ll 65% 11 42% 9 35% 4 15% HlodcT 69 34 49% 32 46% 30 43% 37 54% 46 61% HlodcU 16 22 100% 22 100% 28 100% 6 38% 3 19% Hlodc V 0 2 3 3 1 0 TotallM--Street Supply: '123 395 55% 032 60% 018 58% 329 05% 212 29% lht8treet+OR-Street Supply: 990 563 59% 606 61% 591 59% 066 09% 339 30% Note: [a]= Parlovg demand mnvts ivdnde parked veAides iv marked and mm�adced spaces Patlr N 136 0012153 626 - Old Towv Newhall Parldvg Study Update, Santa QantaATables13626 Supply -D emavd Table (Maio Street Fows) Data 1222/1A15 Attachment: Linscott Law 8. Greenspan -Parking Stutly (1363: Purchase antl Sale Agreements for Retlevelopm ent Block) 0 Table D-2 Old Town Newhall Parking Demand -Friday (October 23, 2015 [a]): Main Street Subarea Focus Note: [a]= Parlovg demand mnvts ivdnde parked veAides iv marked and mm�adced spaces Patlr N 136 0012153 626 - Old Towv Newhall Parldvg Study Update, Santa QantaATables13626 Snpply-D emavd Table (Maio Street Fows) Data 1222/1A15 Attachment: Linscott Law 8. Greenspan -Parking Stutly (1363: Purchase antl Sale Agreements for Retlevelopm ent Block) 0 Friday, October 23, 2015 10:30 AM 1230 PM 2:00 PM 6:00 PM 8:00 PM Parlors Zove Sv 1 Demand % Occu ied Demand % Omv ied Demand % Occu ied Demand % Occu ied Demavd % Ocm ied On -Street Svvvly 11M Street 14 4 29% 4 29% 4 29% 2 14% 2 14% Lyovs Avenne 0 0 0% 0 0% 0 0% 0 0% 0 0% 9M Street 26 33 100% 27 100% 22 85% 10 38% 6 23% 8M Street 23 18 78% 21 91% ll 74% 16 70% 11 48% Market Street 22 15 68% 16 73% 14 64% 18 82% 20 91% 6M Street 21 2 10% 4 19% 2 10% 8 38% 18 86% SM Street 2 1 50% 2 100% 2 100% 0 0% 0 0% 4M Street 3 2 67% 3 100% 2 67% 1 33% 0 0% (Tee[nnt Street — — — — - WalvntStreet 53 45 85% 48 91% 29 55% 19 36% 23 43% Maiv Street 80 60 75% 66 83% 59 74% 70 88% 74 93% Rvlroad Avenne D 16 59% 16 59% 18 67% 13 48% 12 44% Newhall Avenne 0 0 0% 0 0% 0 0% 0 0% 0 0% Pive Street — — — — — TotalOn-Street Sv 1 291 196 92% 209 96% 169 62% 159 58% 166 61% OR -Street Snvvly HlodcA 29 4 14% 1 3% 3 10% 1 3% 0 0% Hlodc H/C 128 65 51% 66 52% 70 55% 28 22% 10 8% HlodcD — — -- — HlodcE "18 54 69% 61 "18% 39 50% 41 53% 20 26% HlodcF 0 16 -- 19 — 18 — 12 — 6 — Hlodc G — — -- HlodcH 89 40 45% 86 91% 35 39% 28 31% 18 20% HlodcI A 55 100% 65 100% 63 100% 49 96% 48 94% Hlodcl — — -- — HlodcK 52 26 50% 28 54% D 52% 16 31% "1 13% HlodcL 55 54 98% 46 84% A 93% 37 61% 36 65% HlodcM — — -- — HlodcN — — -- — Hlodc O — — -- HlodcP 86 29 34% 32 3"1% 30 35% 18 21% 11 13% HlodcQ 44 16 36% 30 68% 29 66% 29 66% 38 86% HlodcR — — -- — HlodcS 26 15 58% 14 54% 14 54% 8 31% "1 D% HlodcT 69 24 35% 27 39% 28 41% 29 42% 45 65% HlodcU 16 22 100% 24 100% 25 100% 6 38% 5 31% Hlodc V 0 2 5 3 3 0 Total OR -Street Supply: '123 022 58% 500 90% 035 60% 305 02% 251 35% On-Street+OR-Street Snpply: 990 618 62% 911 92% 600 61% 062 06% 019 02% Note: [a]= Parlovg demand mnvts ivdnde parked veAides iv marked and mm�adced spaces Patlr N 136 0012153 626 - Old Towv Newhall Parldvg Study Update, Santa QantaATables13626 Snpply-D emavd Table (Maio Street Fows) Data 1222/1A15 Attachment: Linscott Law 8. Greenspan -Parking Stutly (1363: Purchase antl Sale Agreements for Retlevelopm ent Block) 0 'O N CS 9 O kiti Table D-3 Old Town Newhall Peak Parking Demand [a]: Main Street Subarea Focus Note: =Parkivg danand coovfs ivtlode pavked vehitles iv mavked avd wmavked spaces. Mazimom Demavd Ocaered ov Thovsday, Oc[ob er 22, 2015. [Mazimom Demavd Ocaered ov Fnday, October 23, 2015. Path: Na360012153626 -Old Towv Newhall Parkive S Wdv Update, Sava ClaritzATablest3626 Sopply-Demavd Table (Maiv S[reet Fows) Dale: 12/22/2015 Attachment: Linscott Law &Greenspan -Parking Study (1363: PurcM1ase and Sale Agreemerks for Redevelopment Block) 0 Peak ra'om Thua'stlay antl Fa'itlay Q022/15 antl lOH3/15) 10:30AM 12:W PM 2:OO PM 6:N PM S:N PM Paa'km Zone Su 1 Demantl °/o Ocm ietl Demantl °/o Omu ietl Demantl °/o Ocm ietl Demantl °/o Ocm ietl Demantl °/o Ocm ietl On-Sta'eet 5u 1 11th Street 14 'v� 36% fi 43% 6 43% 2 14% 2 14% Lyws Avenoe 0 0 0% 0 P/ 0 0% 0 0% 0 0% 9fh Street 26 33 100% ff] 100% 22 85% 10 38% "] 2]% 8fh Street 23 20 fi]% 21 91% 18 "]8% 16 "]0% 11 48% Market Street 22 15 68% 16 "]3% 14 64% 22 100% 20 91% 6fh Street 21 2 10% 4 19% 3 14% 9 43% 18 86% Sfh Street 2 1 50% 2 100% 2 100% 0 0% 0 0% 4fh Street 3 2 6]% 3 100% 2 6]% 1 33% 0 0% ChesNot Street - - - - - WalvotStreet 53 45 85% 48 91% 31 58% 26 49% 29 55% Maiv Street 80 60 "]5% 66 83% 65 81% "]0 88% "]4 93% Aaitroad Avenoe 9 16 59% 16 59% 18 6]% 13 48% 12 44% Newhall Avsoe 0 0 0% 0 P/ 0 0% 0 0% 0 0% Pive Street - - - - Tofz10o-5ta'eet5upply: 291 199 'Y3°/o 2� 99°/0 181 69°/0 169 62°/0 lY3 64°/0 Of&Street Su 1 BlockA 29 4 14% 3 10% 6 21% 4 14°ro: 0 0% Block B/C 128 65 51% 66 52% "]0 55% 54 42°Je. Y9 15% BlockD BlockE "]8 54 69% 61 "]8% 41 53% 41 53% 20 26°/ BlockF 0 6 - 21 - 18 - 12 - 6 - Block G BlockH 89 40 45% 86 9]% 35 39% 32 36°/ 18 20% BlockI 51 ,52 100% 6] ]00% 64 100% 49 96°/ 48 94% Blocks BlockK 52 � 26 50% 28 54% ff] 52% 16 31% "] 13% BlockL 55 54 98% 46 84% 51 93% 3"] 6]% 36 65% BlockM Block N Block O BlockP 86 29 34% 32 3"]% 30 35% 22 26°/ 21 2!% BlockQ 44 2! 55% 30 68% 30 68% 36 82% 38 86°/ BlockA Blocks 26 15 58% 1"] 65% 14 54% 9 35l "1 21% BlockT 69 34 49% 32 q6°/ 30 43% 3"] 54% 46 6]% BlockU 16 22 100% 2! 100% 28 lOP% 6 38% 5 31% Blocky 0 2 5 3 3 0 TOGI Or&Sta'eet 5u 1 923 459 63°/0 518 Yl°/o 449 62°/0 358 50°/0 291 39°/0 Oo-Sta'eet+Or&Street Supply: 994 656 66°/0 929 Y3°/o 62S 63°/0 529 53°/0 444 45°/0 Note: =Parkivg danand coovfs ivtlode pavked vehitles iv mavked avd wmavked spaces. Mazimom Demavd Ocaered ov Thovsday, Oc[ob er 22, 2015. [Mazimom Demavd Ocaered ov Fnday, October 23, 2015. Path: Na360012153626 -Old Towv Newhall Parkive S Wdv Update, Sava ClaritzATablest3626 Sopply-Demavd Table (Maiv S[reet Fows) Dale: 12/22/2015 Attachment: Linscott Law &Greenspan -Parking Study (1363: PurcM1ase and Sale Agreemerks for Redevelopment Block) 0 �r A Table D-4 Old Town Newhall Baseline Parking Demand (Existing Peak Plus 10%) [a]: Main Street Subarea Focus Note [a] =Paekivg danand coovfs ivtlode packed vehidev iv mavked and onmarked spacev. Mazimom Danand Occwred ov Thorsday, Oct ba 22, 2015. �Mazimom Danand Occwred ov Fnday, October 23, 2015. Path N:�3600t2153626 - Old Towv Newhall Pavkivg S Wdy Upda[e Savfz ClanfzATables�3626 Sopp1Y-Demavd Table (Maiv Street Fows) Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreemerks for Redevelopment Block) 0 Peak ra'om Thua'stlay antl Fa'itlay (1022/15 antl 1023/15) Plus 10°/0 lO:W AM 12:30 PM 2:N PM 6:OO PM S:OO PM Paa'km Zone Su 1 DemanO °/o Occu ie0 DemanO °/o Ocm ie0 DemanO °/o Omu ie0 DemanO °/o Occu ie0 DemanO °/o Occu ie0 onsc.aac sn I utr, so-eec la a3l': y sai 9 soN z 14N z 14N Lyovs Avsoe 0 0 P/ 0 0% 0 0% 0 P/ 0 P/ 9th Street 26 36 100% 30 100% 2! 92% 11 42% 8 31% 8th Street 23 �.2 96°/ 23 100% 20 fi]% 18 "]8% 12 52% Market Street 22 1"] "]"]% 18 81✓ 15 68% 2! 100% 22 100% 6th Street 21 2 10% 4 1"P/ 3 14% 10 48% 20 95% Sfh Street 2 1 50% 2 100% 2 lOP/ 0 P/ 0 P/ 4th Street 3 2 6]% 3 100% 2 6]% 1 33% 0 P/ Chesfnot Street — — — — — WalvotStreet 53 50 94% 53 100% 34 61% 29 55% 32 60% Maiv Street 80 66 83% "]3 91% "]2 90% "]"] 96°/ 81 100% Railroad Avsoe ff] 18 6]% 18 6]% 20 "]4% 14 52% 13 48% Newhall Av enoe 0 0 P/ 0 0% 0 0% 0 P/ 0 P/ Pive Street — — — — — TofzlOn-Sta'eet 5u 1 291 220 81°/0 231 85°/0 193 'Y3°/o 186 ®°/0 190 i0°/o Off -Street Su 1 BlockA 29 4 14% 3 1P/ "] 2!% 4 14% 0 P/ Block B/C 128 "]2 56% "]3 5"]% "i] 60% 59 46% 21 16% BlockD BlockE "]8 59 "]6% 6] 86°/ 45 58% 45 58% 22 28% BlockF 0�9 — 23 — 20 — 13 — "] — Block G BlockH 89 44 49% 95 100% 39 44% 35 39% 20 22% BlockI 51 S 100% "]4 ]00% "]0 lOP/ 54 100% 53 100% Blocks BlockK 52 29 56°/ 31 6P/ 30 58% 18 35% 8 15% BlockL 55 'S9 100% 51 93% 56 lOP/ 41 "]5% 40 "]3% BlockM BlockN Block O BlockP 86 32 3"]% 35 41% 33 38% 2! 28% 23 ff]% BlockQ 44 'd6 59% 33 "]S/ 33 "]5% 40 91% 42 95% BlockA Blocks 26 1"] 65% 19 "]3% 15 58% 10 38% 8 31% BlockT 69 }$"] 54% 35 51% 33 48% 41 59% 51 "]4% BlockU 16 2! 100% 26 100% 31 lOP/ "] 44% 6 38% Blocky 0 2 6 3 3 0 TOGI Orr -Street Supply: 933 W2 ®°/0 591 99°/0 492 68°/0 394 5!°/0 301 42°/0 Oo—Sta'eet+OR-Sta'eet Supply: 99A Yl2 Y3°/o 802 81°/0 691 90°/0 �0 �°/0 491 49°/0 Note [a] =Paekivg danand coovfs ivtlode packed vehidev iv mavked and onmarked spacev. Mazimom Danand Occwred ov Thorsday, Oct ba 22, 2015. �Mazimom Danand Occwred ov Fnday, October 23, 2015. Path N:�3600t2153626 - Old Towv Newhall Pavkivg S Wdy Upda[e Savfz ClanfzATables�3626 Sopp1Y-Demavd Table (Maiv Street Fows) Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreemerks for Redevelopment Block) 0 aol s;uawaaAV ajeS pule asegwnd £9£ Apn;S 6uNaed - uedsumE) 1S mei 11o3suil :;uauay3e;;d a a� a APPENDIX E DATA AND ANALYSIS SUMMARIES FOR MAIN STREET SUBAREA + METROLINK STATION/COMMUNITY CENTER SUBAREA FOCUS • TABLE E-1 OLD TOWN NEWHALL PARKING DEMAND -THURSDAY (OCTOBER 22, 2015) • TABLE E-2 OLD TOWN NEWHALL PARKING DEMAND - FRIDAY (OCTOBER 23, 2015) • TABLE E-3 OLD TOWN NEWHALL PEAK PARKING DEMAND • TABLE E-4 OLD TOWN NEWHALL BASELINE PARKING DEMAND (EXISTING PEAK PLUS 10%) LiNSCOTT, LAw & GREENSPAN, engineers LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita \.x;600._-7 -36i6 -Old Town'\ewhall Parkin, Study Update, Santa ('I ntaAeporl 3ti ApOendis Co�er.doc N 9 Table E-1 Old Town Newhall Parking Demand Thursday (October 22, 2015 [a]): Main Street Subarea +Metrolink Station/Community Center Focus Note: [a] =Pavkivg demand cowls indode pavked vehitles in marked and ovmaeked spacer Path: N:33600t2153626 - Old Towv Newhall Pavkivg S Wdy Update, Savtz ClantaATables33626 Sopp1Y-Demand Table (Maio Street+Metrolink Stztiov Focus) Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) J Thua'stlay, Octobea' 22. 2015 10:30AM 12:W PM 2:OOPM 6:N PM S:OO PM Paa'kin Zone Su 1 DemanO °/o Omu ie0 DemanO °/o Occu ie0 DemanO °/o Ocm ie0 DemanO °/o Omu ie0 DemanO °/o Occu ie0 On-Sta'eet 5u 1 llfh Street 14 5 36% 6 43% 6 43% 1 "]% 1 "]% Lyons Av enue 0 0 0% 0 P/ 0 0% 0 0% 0 P/ 9[h Street 26 21 81% 15 58% 15 Sfi/ 9 35% "] ff]% 8[h Street 93 20 fi]% 18 "]8% 18 "]fi/ 11 48% 8 35% Maeket Street 22 15 68% 15 68% 14 64% 22 lOP/ 16 "]3% 6fh Street 21 1 5% 3 14% 3 14% 9 43% 10 48% Sfh Street 2 1 50% 1 50% 1 SP/ 0 0% 0 P/ 4fh Street 3 2 6]% 2 6]% 2 6]% 0 0% 0 P/ Chev[notStreet — — — — — WalvotStreet 53 40 "]5% 36 68% 31 Sfi/ 26 49% 29 55% Main S[reet 80 53 66'B 63 "]9% 65 81% 54 68% 45 56°/ Railroad Avenoe 9 10 3]% 15 56% 18 6]% "] 26% 9 33% Newhall Avenoe 0 0 0% 0 P/ 0 0% 0 0% 0 P/ Pine Street — — — — — TOG10o-5treet5upply: 291 1� 62°/0 194 6!°/0 1'Y3 64°/0 139 51°/0 125 46°/0 Or&Sta'eet 5u 1 BlockA 29 4 14% 3 10% 6 21% 4 14% 0 P/ Block B/C 128 45 35% 58 45% 63 4"PF 54 42% 19 15% BlockD BlockE "]8 40 51% 51 65% 41 53% 29 3]% 8 10% BlockF 0 26 — 21 — 18 — 10 — 0 — Block G BlockH 89 31 35% 36 40% 29 33% 32 36% 11 12% BlockI 51 62 lOP/ 6] 100% 64 100% 49 96% 36 "]1% Blocks BlockK 52 20 38% 25 48% 22 4Y 8 15% 5 10% BlockL 55 49 89% 44 80% 46 84% 30 55% 22 40% BlockM 45 34 "]6% 36 80% 34 "]6°/ 12 9% 5 11% BlockN 3ff] 230 "]0% 218 6]% 215 66°/ 160 49% 65 20% Block O BlockP 86 2! 28% 29 34% ff] 31% 22 26°/ 21 2!% BlockQ 44 2! 55% 2! 55% 30 6fi/ 36 82% 3"] 84% BlockA "]0 "]0 lOP/ "]0 100% "]0 100% 19 9% 0 P/ Blocks 26 12 46°/ 1"] 65% 11 42% 9 35% 4 15% BlockT 69 34 49% 32 46°/ 30 43% 3] 54% 46 6]% BlockU 16 22 lOP/ 22 100% 28 100% 6 38% 3 19% Blocky 0 2 3 3 1 0 Tofzl Or&Sta'eet Supply: 1,165 929 63°/0 956 �°/o Y39 63°/0 518 44°/0 282 24°/0 OnSta'eet+Of[Sta'eet Supply: 1,436 899 62°/0 930 �°/0 910 63°/0 659 46°/0 409 28°/0 Note: [a] =Pavkivg demand cowls indode pavked vehitles in marked and ovmaeked spacer Path: N:33600t2153626 - Old Towv Newhall Pavkivg S Wdy Update, Savtz ClantaATables33626 Sopp1Y-Demand Table (Maio Street+Metrolink Stztiov Focus) Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) J 'O N CS JS A y Table E-2 Old Town Newhall Parking Demand Friday (October 23, 2015 [a]): Main Street Subarea +Metrolink Station/Community Center Focus Note: [a] =Pavkivg demand cowls indode pavked vehicles in marked and ovmaeked spacer Path: Na360012153626 - Old Towv Newhall Pavkivg S Wdy Update, Savtz ClantaATablest3626 Sopp1Y-Demand Table (Maio Street+Metrolink Stztiov Focus) Dale 1'L22R015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) u y�Iaay, on0ee� z3, wls 10:30AM 12:W PM 2:OOPM 6:N PM S:OO PM Paa'kin Zone Su 1 DemanO °/o Omu ie0 DemanO °/o Occu ie0 DemanO °/o Ocm ie0 DemanO °/o Omu ie0 DemanO °/o Occu ie0 On-Sta'eet 5u 1 llfh Street 14 4 29% 4 29% 4 2"P/ 2 14% 2 14% Lyons Av enoe 0 0 0% 0 P/ 0 0% 0 0% 0 P/ 9[h Street 26 33 lOP/ ff] 100% 22 8S/ 10 38% 6 23% 8[h Street 93 18 "]8% 21 91% 1"] "]4% 16 "]o% 11 48% Maeket Street 22 15 68% 16 "]3% 14 64% 18 82% 20 91% 6fh Street 21 2 10% 4 19% 2 1P/ 8 38% 18 86% Sfh Street 2 1 50% 2 100% 2 100% 0 0% 0 P/ 4fh Street 3 2 6]% 3 100% 2 6]% 1 33% 0 P/ Chev[nntStreet — — — — — WalvntStreet 53 45 85% 48 91% 29 55% 19 36% 23 43% Main S[reet 80 60 "]5% 66 83% 59 "]4% "]0 88% "]4 93% Railroad Avenne 9 16 59% 16 59% 18 6]% 13 48% 12 44% Newhall Avenne 0 0 0% 0 P/ 0 0% 0 0% 0 P/ Pine Street — — — — — TOG10o-5treet5upply: 291 1S6 92°/0 209 96°/0 169 62°/0 159 58°/0 166 61°/0 Of&Sta'eet 5u 1 BlockA 29 4 14% 1 3% 3 1P/ 1 3% 0 P/ Block B/C 128 65 51% 66 52% "]0 SSF 28 22% 10 fi/ BlockD BlockE "]8 54 69% 61 "]8% 39 SP/ 41 53% 20 26°/ BlockF 0 16 — 19 — 18 — 12 — 6 — Block G BlockH 89 40 45% 86 9]% 35 3"P/ 28 31 % 18 20% BlockI 51 55 lOP/ 65 100% 63 100% 49 96% 48 94% Blocks BlockK 52 26 50% 28 54% ff] SY 16 31% "] 13% BlockL 55 54 98%' 46 84% 51 93% 3] 6]%' 36 65% BlockM 45 31 69% 31 69% 30 6]% 13 29% 8 18% BlockN 3ff] 15] 48% 1S] 48% 152 46°/ 9] 30% 29 "P/ Block O BlockP 86 29 34%' 32 3"]% 30 3S/ 18 21 % 11 13% BlockQ 44 16 36% 30 68% 29 66°/ 29 66% 38 86% BlockA "]0 61 91% 62 89% 62 8"P/ 16 23% 4 6°/ Blocks 26 15 58% 14 54% 14 54% 8 31% "] ff]% BlockT 69 2! 35% ff] 39% 28 41% 29 42%' 45 65% BlockU 16 22 lOP/ 2! 100% 25 100% 6 38% 5 31% Blocky 0 2 5 3 3 0 Tofzl Or&Sta'eet Supply: 1,165 694 58°/0 954 �°/0 619 58°/0 431 39°/0 292 25°/0 OnSta'eet+Of[Sta'eet Supply: 1,436 890 61°/o S61 61°/0 838 59°/0 5S8 41°/0 458 32°/0 Note: [a] =Pavkivg demand cowls indode pavked vehicles in marked and ovmaeked spacer Path: Na360012153626 - Old Towv Newhall Pavkivg S Wdy Update, Savtz ClantaATablest3626 Sopp1Y-Demand Table (Maio Street+Metrolink Stztiov Focus) Dale 1'L22R015 Attachment: Linscott Law &Greenspan -Parking Study (1363: Purchase and Sale Agreements for Redevelopment Block) u N', Table E-3 Old Town Newhall Peak Parking Demand [a] Main Street Subarea +Metrolink Station/Community Center Focus Note: =Packing demand coonfs intlode packed vehitles in masked and onmarked spaces. Mazimom Danavd O¢urted on Thwsday, October 22 2015. Mazimom Danavd O¢urted on Fndag Ocfiber 23, 2015. Path: N3360012153626 - Old Towv Newhall Packing SWdy Update, Santa ClantzlTables33626 Sopp1Y-Demavd Table (Maio Street+Metrolink Stztion Fows) Dale 12/22/2015 Attachment: Linscott Law &Greenspan -Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 Peak ra'om Thua'stlay antl Fa'itlay Q022/15 antl 10@3/15) 10:30AM 12:W PM 2:OOPM 6:N PM S:N PM Paa'kin Zone Su 1 Demantl °/o Omu ietl Demantl °/o Occu ietl Demantl °/o Ocm ietl Demantl °/o Omu ietl Demantl °/o Omu ietl On-Sta'eet 5unnly l lfh Street 14 5 36°/ 6 43% 6 43% 2 14% 2 14% Lyovs Avenoe 0 0 P/ 0 0% 0 0% 0 P/ 0 P/ 9th Street 26 33 100% 9 lOP/ 22 85% 10 3fi/ "] S]% 8th Street 23 20 fi"]% 21 91% 18 "]8% 16 "]P/ 11 4fi/ Maeket Street 22 15 6fi/ 16 "]3% 14 61% 22 100% 20 91% 6fh Street 21 2 1P/ 4 1"P/ 3 ]4% 9 43% 18 86°/ Sfh Street 2 1 SP/ 2 lOP/ 2 lOP/ 0 P/ 0 P/ 4fh Street 3 2 6]% 3 lOP/ 2 6]% 1 33% 0 P/ Chestnot Street — — — — — Walvot5[reet 53 45 8S/ 48 91% 31 58% 26 4"P/ DR S/ MainStreet 80 60 "]S/ 66 83% 65 81% "]0 8fi/ "]4 93% Railroad Avsne 9 16 5"P/ 16 5"P/ 18 6]% 13 4fi/ 12 44% Newhall Av sne 0 0 P/ 0 0% 0 0% 0 P/ 0 P/ Pive Street — — — — — TofzlOnStreetSupply: 291 193 Y3°/o 209 99°/0 181 69°/0 1® 61°/0 1'Y3 6!°/0 Of&Street SuooN BlockA 29 4 14% 3 1P/ 6 21% 4 14% 0 P/ Block B/C 128 65 51% 66 51✓ 70 55% 54 41✓ 19 15% BlockD BlockE "]8 54 6"P/ 61 "]8/ 41 53% 41 53% 20 26°/ BlockF 0 26 — 21 — 18 — 12 — 6 — BlockG BlockH 89 40 45% 86 9]% 35 39% 32 36°/ 18 2P/ BlockI 51 62 100% 6] lOP/ 61 lOP/ 49 96°/ 48 94% Blocks BlockK 52 26 SP/ 28 54% 9 52% 16 31% "] 13% BlockL 55 54 98/ 46 84% 51 93% 3"] 6]% 36 65% BlockM 45 34 "]6°/ 36 8P/ 34 "]6% 13 2"P/ 8 18/ BlockN 39 230 "]P/ 218 6]% 215 66°/ 160 4"P/ 65 2P/ BlockO BlockP 86 29 34% 32 3"]% 30 35% 22 26'/ 21 2!% BlockQ 44 2! 55% 30 68/ 30 68% 36 82% 38 86°/ BlockA "]0 "]0 100% "]0 lOP/ "]0 lOP/ 19 ff]% 4 6°/ Blocks 26 15 58/ 1"] 65% 14 54% 9 35% "] ff]% BlockT 69 34 4"P/ 32 46°/ 30 43% 3"] 54% 46 6]% BlockU L8 22 100% 2! lOP/ 28 lOP/ 6 38/ 5 31% Blocky 0 2 5 3 3 0 TOG10rrStreet Su 1,165 991 �°/0 832 92°/0 966 66°/o SW 49°/0 348 30°/0 Oo—Street+Or&Sta'eet Supply: 1,436 9W ®°/0 1,051 'Y3°/o 949 66°/0 919 W°/o 521 36°/0 Note: =Packing demand coonfs intlode packed vehitles in masked and onmarked spaces. Mazimom Danavd O¢urted on Thwsday, October 22 2015. Mazimom Danavd O¢urted on Fndag Ocfiber 23, 2015. Path: N3360012153626 - Old Towv Newhall Packing SWdy Update, Santa ClantzlTables33626 Sopp1Y-Demavd Table (Maio Street+Metrolink Stztion Fows) Dale 12/22/2015 Attachment: Linscott Law &Greenspan -Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) 0 Table E-4 Old Town Newhall Baseline Parking Demand (Existing Peak Plus 10%) [a] Main Street Subarea +Metrolink Station/Community Center Focus Note [a] =Parkivg danavd cowls ivtlode packed vehitles in maeked avd wmaeked spacer �Mazimum Danavd Ocwrted ov Thovsday, Oc[ober 22 2015. Maximum Danavd Ocwrted ov Fnday, October 23, 2015. Path N:13 60 01215 3 6 26 - Old Towv Newhall Packing SWdy Upda[e Savfz ClaridATablev13626 Supp1Y-Demavd Table (Maiv Street+Metrolink Sfztron Focus) Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) Peak ra'om Thua'stlay antl Fa'itlay Q022/15 antl lOR3/15) PNs 10°/0 10: W AM 12:30 PM 2:N PM 6:00 PM 8:00 PM Paa'km Zone Su 1 DemanO °/o Omu ie0 DemanO °/o Ocm ie0 DemanO °/o Ocm ie0 DemanO °/o Omu ie0 DemanO °/o Omu ie0 onso-aac snnnm um streec t4 s 43N � soN � seri z t4N z t4N Lyovs Avsoe 0 0 P/ 0 0% 0 P/ 0 0% 0 0% 9[h Street 26 36 lOP/ 30 lOP/ 2! 9Z 11 4Z 8 31% 8[h Street 23 22 96°/ 23 lOP/ 20 fi"]% 18 "]fi/ 12 SZ Market Street 22 1"] "]"]% 18 82% 15 6fi/ Y! lOP/ 22 lOP/ 6fh Street 21 2 1P/ 4 19% 3 14% l0 4fi/ 20 95% Sfh Street 2 1 SP/ 2 lOP/ 2 100% 0 0% 0 0% 4fh Street 3 2 6]% 3 lOP/ 2 6]% 1 33% 0 0% Ches[notStreet — — — — WalvotStreet 53 50 94% 53 lOP/ 34 64% 29 SS/ 32 6P/ Maiv Street 80 66 83% "]3 91% "]2 9P/ "i] 96°/ 81 lOP/ Aailmad Avsoe ff] 18 6]% 18 6]% 20 "]4% 14 SZ 13 4fi/ Newhall Avsoe 0 0 P/ 0 0% 0 P/ 0 0% 0 0% Pive Street — — — — — TOG10o-5ta'eet5u 1: 291 220 81°/0 231 85°/0 193 Y3°/o 186 69°/0 1W i0°/o onso-aac snnnro Emckw a9 a 14% 3 10% "] 24% 4 14% 0 0% Flock E/c 128 "]2 56°/ "]3 n/ "]"] 6P/ 59 46°/ 21 16°/ BlockD — — — — — BlockE "]8 59 "]6°/ 6] 86°/ 45 58/ 45 58/ 22 28/ BlockF 0 29 — 23 — 20 — 13 — "] — BlockG BlockH 89 44 4'Y/ 95 lOP/ 39 44% 35 3'Y/ 20 22% BlockI 51 68 lOP/ "]4 lOP/ "]0 100% 54 lOP/ 53 lOP/ Blocks BlockK 52 29 56°/ 31 60% 30 58/ 18 3S/ 8 1S/ BlockL 55 59 lOP/ 51 93% 56 100% 41 "]5% 40 "]3% BlockM 45 3] 82% 40 89% 3"] 82% 14 31% 9 2P/ BlockN 39 253 "]"]% 210 "]3% 23] "]2% 1"]6 54% "]2 22% BlockO BlockP 86 32 3"]% 35 41% 33 38/ 2! 28/ 23 ff]% BlockQ 44 26 5"P/ 33 "]5% 33 "]5% 40 91% 42 95% BlockA "]0 "i] lOP/ "i] lOP/ "]"] 100% 21 3P/ 4 6% Blocks 26 1"] 65% 19 "]3% 15 58/ 10 38/ 8 31% BlockT 69 3] 54% 35 51% 33 48/ 41 5"P/ 51 "]4% BlockU 16 2! lOP/ 26 lOP/ 31 100% "] 44% 6 38/ Blocky 0 2 6 3 3 0 TOGI Orr -Street Supply: 1165 859 95°/0 928 80°/0 843 Yl°/o WS 52°/0 385 33°/0 Oo—Bta'eet+OrrStreet Bupply: 1,436 l,C@9 96°/0 1,159 81°/0 1,042 Y3°/o '91 55°/0 595 40°/0 Note [a] =Parkivg danavd cowls ivtlode packed vehitles in maeked avd wmaeked spacer �Mazimum Danavd Ocwrted ov Thovsday, Oc[ober 22 2015. Maximum Danavd Ocwrted ov Fnday, October 23, 2015. Path N:13 60 01215 3 6 26 - Old Towv Newhall Packing SWdy Upda[e Savfz ClaridATablev13626 Supp1Y-Demavd Table (Maiv Street+Metrolink Sfztron Focus) Dale 12222015 Attachment: Linscott Law &Greenspan -Parking Study (1363 : Purchase and Sale Agreements for Redevelopment Block) aol sluawaaAV ajeS pue asegwnd £9£ Apn;S 6uiPed - uedsumE) 1S mei ;lo3sui-1 :luauay3el;d 0 0 a a� a LINSCOTT, LAw & GREENSPAN, engineers LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita N\3600'2 153626- Old To,vn Newhall ?inking Study Update, Sante Clarify\ReportV 626 Appendix Cover. doe aol s;uawooAd ajeS pue asegwnd : £9£ �) Apn;S 6uiPed - uedsumE) 1S mei ;;o3sui-1 :;u9wg3e;;d APPENDIX F-1 ON -STREET PARKING COUNTS LINSCOTT, LAw & GREENSPAN, engineers LLG Ref 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita aol sluawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6UDVEd - uedsumE) 1S me -1 ;lo3sui-1 :luauay:)el;d 67 Ith Street Parking Notes: Reg. = Regular (Unrestricted) parking NP = No parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle Block 1 2 South South Parking Type Reg. Reg. Misc. TOTAL Capacity 7 7 -- 14 10:30 AM 5 0 5 12:30 PM 6 0 6 2:00 PM 6 0 6 H 6:00 PM 1 0 1 8:00 PM 0 1 1 10:30 AM 4 0 4 12:30 PM 4 0 4 72 2:00 PM 3 1 4 w 6:00 PM 2 0 2 8:00 PM 2 0 2 Notes: Reg. = Regular (Unrestricted) parking NP = No parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle aol sluawaaa6d ajeS pue asegwnd : £9£ �) Apn;S 6UDVEd - uedsumE) 1S me -1 ;lo3sui-1 :lu9wg3el;d Lyons Avenue Notes Reg. = Regular (Unrestricted) parking NP = No parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle Block 3 4 5 South North South North South Parking Type Reg. NP NP NP NP Misc. TOTAL Capacity 4 -- -- -- -- -- 4 10:30 AM 4 4 12:30 PM 2 2 b 2:00 PM 3 3 E� 6:00 PM 3 3 8:00 PM 0 0 10:30 AM 4 4 12:30 PM 3 3 '2 2:00 PM 4 4 w 6:00 PM 2 2 8:00 PM 1 1 Notes Reg. = Regular (Unrestricted) parking NP = No parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle jm nuawa AV meS pue as q3j nd:CgeL ApnjS Bmf ed-ued s a je a me -1 no3s m :Iuewq3ellv / \ \ <» 2 c b ) \ � / U . - \ A 00 r r A A o Cl r A A & o \ \ » » z r A 2 a w \ \ & > Ln r m # r » o r # r m » \ A A - 2 � // n c / - o o M A \ U\ A c - 0 0 o A o - - - m \ 00o o « r r » » o m m u d ® \ 7 / 7 / \ \ \ \ \ / \ \ \ / N a9®q GAJ / \ \ <» 2 aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;uewg3e;;d NO U .j' O �/] N ti Zi N [%1 N U M ti O O O O � U z O r- It M V) V") \O V7 C/] z U ^ cl OM O O o o 0 0 0 hips-inq j aol s;uawaaAV aleS pue aseg3jnd : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;uewg3e;;d ct bA r- 5 Ftn 00 00 N d 00 00 Q O N U Zi O O O O O O O O O O C/] i U V) M Ln Vn kn v) N Wn Ln Wn v) O V1 o Z O O O O O O O O O o z U rt N N N d rt N N N N N O CIO M U 00 'Z N O CIO N z O O O O O z oM CD 0 0 0 0 0 0 U N cS v 60 0 N ( i \-6 00 a , upsjngj Mumma bA r- 5 aol s;uawaaAV ales pue asegwnd : £9£ �) Apn;S 6uiilaed - uedsumE) 1S me -1 ;lo3sui-1 :;u9uay3e;;d Notes: Reg. = Regular (Unrestricted) parking 2 Hr. (1) = 2 Hour parking only (7 AM - 6 PM) 2 Hr. (2) = 2 Hour parking only (7 AM - 7 PM) NP = No parking Misc. = Miscellaneous On-streetparking capacity was calculated utilizing 22 feet per vehicle Block 16 17 North South North South fellow Parking Type a YP Re g Rea b 2 Hr. (1) 2 Hr. (2) 2 Hr. (2) Misc. TOTAL Curb Capacity 4 3 1 4 4 5 -- 21 10:30 AM 0 0 0 1 0 0 0 1 12:30 PM 0 0 0 0 1 2 0 3 2:00 PM 0 0 0 0 1 2 0 3 E- 6:00 PM 2 0 1 2 0 4 0 9 8:00 PM 2 0 1 4 1 2 0 10 10:30 AM 0 0 0 1 0 1 0 2 12:30 PM 0 0 0 1 1 2 0 4 7n 2:00 PM 0 0 0 2 0 0 0 2 w 6:00 PM 0 0 0 1 2 3 2 8 8:00 PM 4 0 1 4 2 5 2 18 Notes: Reg. = Regular (Unrestricted) parking 2 Hr. (1) = 2 Hour parking only (7 AM - 6 PM) 2 Hr. (2) = 2 Hour parking only (7 AM - 7 PM) NP = No parking Misc. = Miscellaneous On-streetparking capacity was calculated utilizing 22 feet per vehicle aol s;uawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6UDVEd - uedsumE) 1S me -1 ;;o3sui-1 :;u9uay3e;;d �i7�ii i; : o . 6m Notes Reg. = Regular (Unrestricted) parking NP = No parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle Block 18 North South Parking Type Reg. Reg. Misc. TOTAL Capacity 1 1 -- 2 10:30 AM 0 1 1 12:30 PM 0 1 1 T .b 2:00 PM 0 1 1 H 6:00 PM 0 0 0 8:00 PM 0 0 0 10:30 AM 0 1 1 12:30 PM 1 1 2 "2 2:00 PM 1 1 2 w 6:00 PM 0 0 0 8:00 PM 0 0 0 Notes Reg. = Regular (Unrestricted) parking NP = No parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle aol s;uawaaa6d ajeS pue asegwnd : £9£ �) Apn;S 6UDVEd - uedsumE) 1S mei ;;o3sui-1 :;u9uay3e;;d Notes: Reg. = Regular (Unrestricted) parking NP = No parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle Block 19 North South Parking Type Reg. NP Misc. TOTAL Capacity 3 -- -- 3 10:30 AM 2 0 2 12:30 PM 2 0 2 2:00 PM 2 0 2 E-+ 6:00 PM 0 0 0 8:00 PM 0 0 0 10:30 AM 2 0 2 12:30 PM 3 0 3 ctc 7d 2:00 PM 2 0 2 w" 6:00 PM 1 0 1 8:00 PM 0 0 0 Notes: Reg. = Regular (Unrestricted) parking NP = No parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle aol s;uawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6UNJEd - uedsumE) 1S mei ;lo3sui-1 :;u9uay3e;;d Notes Reg. = Regular (Unrestricted) parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle Block 24 28 32 East East East Parking Type Reg. Reg. Reg. Misc. TOTAL Capacity 11 7 9 -- 27 10:30 AM 8 2 4 14 12:30 PM 8 4 2 14 2:00 PM 8 5 2 15 E-+ 6:00 PM 5 8 4 17 8:00 PM 6 8 9 23 10:30 AM 11 5 5 21 12:30 PM 11 6 5 22 2:00 PM 9 6 3 18 w 6:00 PM 7 9 5 21 8:00 PM 5 7 j 4 j 16 Notes Reg. = Regular (Unrestricted) parking Misc. = Miscellaneous On -street parking capacity was calculated utilizing 22 feet per vehicle aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;uewg3e;;d H oO oN0 l� l0 � d' oho C1 l0 d' M U l0 Vl V1 01 01 U--�--� 00 M U � --i W 00 I� V1 V'7 00 00 00 V M tlo cc 01 d' M It u 00 10 W M N M W N .-y 3 N m d' N N O O d' v') N O O m Q W 10 O WIY. to QC15 .-J 'd Ln N U b x cin - o O O o O O O o 3 b u b-0 xQ l0 l0 l0 oo n h N O GG O N W u W l0 10 v1 oo 0\ 10 l0 w� W v O b � CD r? cD O O O O 0 � O O O U O � O N O l0 O 00 M � N O N O l0 O 00 a ftpsmgZ ftpu3 jm nuawa AV meS pue as q3j nd:CgeL ApnjS Bmf ed-ued s a je a me -1 no3s m :Iuewq3ellv / ! , § ; _ . _ . , _ _ _ _ _ k \ \ \ \ \ \ \ \ \ \ \ \ aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;uewg3e;;d O `v H U 0 3 z ' O O o 0 o O O O O o Wz o O O O O o 0 o O o N ti U 3 bb LY. Wz O O o 0 o O O O O o 3 a Z o 0 o O O O O O O o Wz o O O O O c O O O o 0 3 N M � N M h M M N M lO �o M M N U Z M dj Pr a brA O O O O O O O O O U c i 16 00 0 cv v oc w �Lpslnq j �Upu3 aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;uewg3e;;d b.q �+ v� � N O � O •—+ O O O O H U N z N z z O O O O O O O O O o o z O O O O O O O O O O z M cn 0 � b�-0 x O O O O CD OM O O 00 O N 00 XupsmgZ XLpt.z-q jm nuawa AV meS pue as q3j nd:CgeL ApnjS Bmf ed-ued s a je a me -1 no3s m :Iuewq3ellv _ 3 / c b ) \ / \ « m r A - n r A _ « A 2 \ 3 3 w w w s # « « a & \ to 3 2 2 2 = / ® # w » » \ \ 3 m m o m » tn o « 3 2 J 2 / \ / / / \ / / a Wim® XP -4 -71 _ 3 aol s;uawooAd ajeS pue asegwnd £9£ Apn;S 6uiPed - uedsumE) 1S mei ;;o3sui-1 :;uauay3e;;d co 04 a a� a APPENDIX F-11 OFF-STREET PARKING COUNTS LINSCOTT, LAw & GREENSPAN, engineers LLG Ref. 2-15-3626-1 Old Town Newhall Parking Study Update, Santa Clarita > Ti aol sluawaaa6d ajeS pue asegwnd : £9£ �) Apn1S 6uiPed - uedsumE) 18 mei 11o3sui-1 :lu9uay3el;d Lot A Parking Notes: R = Reserved patient and tenant parking only L = Loading Zone HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot A-1 Parking Type R L HC Misc. TOTAL Capacity 26 1 2 29 10:30 AM 3 1 0 4 12:30 PM 2 1 0 3 2:00 PM 5 1 0 6 H 6:00 PM 4 0 0 4 8:00 PM 0 0 0 0 10:30 AM 4 0 0 4 12:30 PM 1 0 0 1 cli 2 2:00 PM 3 0 0 3 w 6:00 PM 1 0 0 1 8:00 PM 0 0 0 0 Notes: R = Reserved patient and tenant parking only L = Loading Zone HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy aol s;uawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6uiPed - uedsumE) 1S mei 11o3sui-1 :;u9wg3e;;d Notes: Reg. = Regular (unrestricted) parking HC = Handicapped parking R = Reserved D = Delivery only CP = Carpool Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Go N a a Sub -Lot B-1 C-1 C-2 C-3 C-4 C-5 Total Parking Type Reg. Reg. HC Reg. CP D HC Reg. R Misc. Capacity 6 4 4 5 6 1 4 93 5 128 10:30 AM 0 4 0 4 5 0 0 31 1 45 12:30 PM 0 4 1 5 4 0 1 41 2 58 b a 2:00 PM 1 4 2 4 6 0 1 42 3 63 H 6:00 PM 1 2 1 3 3 0 2 39 3 54 8:00 PM 1 0 0 1 3 0 0 11 3 19 10:30 AM 2 4 0 5 6 0 1 47 0 65 12:30 PM 2 4 1 3 6 0 2 47 1 66 s 2:00 PM 3 4 1 5 6 0 2 47 2 70 w 6:00 PM 3 0 2 1 1 0 0 21 0 28 8:00 PM 2 0 0 0 2 0 LO 6 0 10 Notes: Reg. = Regular (unrestricted) parking HC = Handicapped parking R = Reserved D = Delivery only CP = Carpool Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Go N a a aol s;uawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6uiPed - uedsumE) 1S me -1 Ilo3sui-1 :;u9uay3e;;d Notes: Reg. = Regular (unrestricted) parking HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot D-1 D-2 D-3 Parking Type Reg. 20 -Min. HC Reg. HC Reg. Misc. TOTAL Capacity 28 7 2 46 2 -- -- 85 10:30 AM 16 7 0 8 0 1 32 12:30 PM 21 4 1 10 1 3 40 b 2:00 PM 18 1 0 13 0 3 35 6:00 PM 21 3 0 18 0 0 42 8:00 PM 5 1 0 17 0 0 23 10:30 AM 27 5 2 42 2 3 81 12:30 PM 24 7 1 43 1 5 81 2 2:00 PM 18 4 0 30 0 5 57 w 6:00 PM 11 2 0 15 0 1 29 8:00 PM 2 2 0 9 0 0 13 Notes: Reg. = Regular (unrestricted) parking HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;uewg3e;;d H A a .— W ai W c d' O O v N 0 W Nr :F� 0. Apsinq L ftpu3 aol sluawaaAV ajeS pue asegwnd : £9£ �) Apn1S 6UDVEd - uedsumE) 1S mei 11o3sui-1 :lu9uay3el;d Notes: = No clear striping within Block F; vehicles counted were occupying open space Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot F-1* Parking Type -- Misc. TOTAL Capacity -- -- 0 10:30 AM 26 26 12:30 PM 21 21 2:00 PM 18 18 H 6:00 PM 10 10 8:00 PM 0 0 10:30 AM 16 16 12:30 PM 19 19 '° 2:00 PM 18 18 w 6:00 PM 12 12 8:00 PM 6 6 Notes: = No clear striping within Block F; vehicles counted were occupying open space Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy aol s;uawaaa6d ajeS pue asegwnd : £9£ �) Apn;S 6UDVEd - uedsumE) 1S me -1 11o3sui-1 :;u9wg3e;;d Notes: Reg. = Regular (unrestricted) parking R/PP = Reseverd/Parking Permit Required HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot G-1 G-2 G-3 Parking Type R/PP HC Reg. Reg. Misc. TOTAL Capacity 11 1 6 15 -- 33 10:30 AM 6 0 2 10 18 12:30 PM 6 0 4 8 18 b 2:00 PM 6 0 3 7 16 H 6:00 PM 2 0 1 2 5 8:00 PM 1 0 0 1 2 10:30 AM 9 0 2 9 20 12:30 PM 7 0 1 12 20 72 2:00 PM 5 0 1 7 13 w 6:00 PM 1 0 0 2 3 L1 8:00 PM 0 0 0 3 3 Notes: Reg. = Regular (unrestricted) parking R/PP = Reseverd/Parking Permit Required HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;uewg3e;;d a O00 �t 00 M N W H 0 x N00 � O O �-+ M O --� 00'- d 00 M V1 kn 00 CID ,--iN N N N M O !0 x l� 00 1 N 00 00 V) UU R�. 00 N M N N u-- O O O O O O O O O O M x u �i V'1 — O O O O O V) O O O U x r o o O O O O O o 0 N x fy. O O OO O O O O �M Q a Q a a Iz ca O Cl) O M O Cl O O a O O O M O M a O O O Cl Qr O O U N N � 00 C) N � 00 a, XepsinyZ "pu,4 jm nuawa AV meS pue as q3j nd:CgeL ApnjS Bmf ed-ued s a je a me -1 no3s m :Iuewq3ellv ƒ ƒ y % Q 5 \ \ , , % CD N % S / % 3 3 3 & \ D z n # a # # « # m / In m « m In < « m \ , , z z > m a e = m m o 4 ® A « z < r » « < # m < < \ ® / z < z < r r # < < # m m m « J< m m « m » » m o / u « m m m m m m « _ 0 \ % « » < 3 o ^ C3" o < \ » ©c 2 2 2 2 to / \ \ \ \ C)\ \ \ / / q i d 3 Gpsjnqj Gu -q ƒ ƒ y % aol s;uawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6UDVEd - uedsumE) 1S mei Ilo3sui-1 :;u9uay3e;;d Notes: Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot J Parking Type -- Misc. TOTAL Capacity 14 -- 14 10:30 AM 3 3 12:30 PM 2 2 2:00 PM 2 2 6:00 PM 0 0 8:00 PM 0 0 10:30 AM 3 3 12:30 PM 4 4 '2 2:00 PM 4 4 w 6:00 PM 0 0 8:00 PM 0 0::] Notes: Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;uewg3e;;d C1n H U O D\ Vr -+ M M r✓ O ^+ M M M O cc a N N <1' M <i' N �i bb 0 (Yr C, Ln d' M C C M d' M �i N It O O O O O O O O O O d' �i bb u cl M M b4 �U d' O O O O O V O N �i a C U cD O O O O O O O O rA U N lD 66 C N 16 W cz Cir �vpsjnq j 1fepu3 C1n m aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;u9wg3e;;d O V M M M M M M M M N N 0o U O O O o — -- o bb r a ami P.' V� D7 r r 00 kn O o0 U o0 m .D v� a Q) O— r o0 r V'1 N �,1 00 C1 r M d.. --� O O O O O O O O O O a, C7, C M bb W In V' m N N M M M a bb Qui a i i O O O O O O O O O O V M M O O O O M O m O O O O O O O O O a �Lpsinyy FUppd aol s;uawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6UDVEd - uedsumE) 1S me -1 11o3sui-1 :;u9uay3e;;d Notes: Reg. = Regular (unrestricted) parking HC = Handicap Misc. = Miscellaneous MC = Motorcycle Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot M-1 Parking Type Reg. HC MC TOTAL Capacity 27 8 10 45 10:30 AM 23 8 3 34 12:30 PM 26 7 3 36 2:00 PM 25 6 3 34 H 6:00 PM 11 1 0 12 8:00 PM 5 0 0 5 10:30 AM 25 4 2 31 12:30 PM 25 4 2 31 757 '° 2:00 PM 25 3 2 30 w 6:00 PM 10 2 1 13 8:00 PM 8 0 0 8 Notes: Reg. = Regular (unrestricted) parking HC = Handicap Misc. = Miscellaneous MC = Motorcycle Red = Illegally parked vehicles were counted as part of occupancy aol s;uawaaAV ajeS pue asegwnd : £9£�) Apn;S 6UPPEd - uedsuaaiE)'8 mei 11o3sui-1 :;u9wg3e;;d Notes: Reg. = Regular (unrestricted) parking HC = Handicap CV = City Vehicles parking only PP = Permit parking only 10 -min. = drop off and pickup parking only CC = Community Center parking only (2 Hr. parking; 7 AM - 7 PM) Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot N-1 N-2 Parking Type Reg. Reg. HC CV PP 10 -min. CC Misc. TOTAL Capacity 105 176 7 3 6 4 26 -- 327 10:30 AM 25 175 2 1 6 1 20 230 12:30 PM 30 172 1 1 3 1 10 218 T c� b 2:00 PM 30 173 0 1 3 0 8 215 E� 6:00 PM 22 109 0 1 5 1 22 160 8:00 PM 6 39 0 1 2 0 17 65 10:30 AM 13 136 0 1 1 0 6 157 12:30 PM 13 135 0 1 2 0 6 157 2:00 PM 13 135 0 1 1 `0 2 152 w 6:00 PM 7 73 0 1 3 0 13 97 [8�-Oopm 4 19 0 1 1 0 4 29 Notes: Reg. = Regular (unrestricted) parking HC = Handicap CV = City Vehicles parking only PP = Permit parking only 10 -min. = drop off and pickup parking only CC = Community Center parking only (2 Hr. parking; 7 AM - 7 PM) Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy aol sluawaaa6d ajeS pue aseywnd : £9£ �) Apn1S 6uiVed - uedsumE) 18 mei 11o3sui-1 :lu9uay3el;d � b it. 0 Em. Notes Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot O Parking Type -- Misc. TOTAL Capacity -- -- 0 10:30 AM 0 12:30 PM 0 T .b 2:00 PM 0 H 6:00 PM 0 8:00 PM 0 10:30 AM 0 12:30 PM 0 'R 2:00 PM 0 w 6:00 PM 0 8:00 PM 0 Notes Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsueejE) S mei ;;o3sui-1 :;uewg3e;;d O W N N N N N N m m H 0 C, bb x --� O O O O O O O O O O G. O O O O O O O O G. N � � t` � V •-+ �n l� b N O G. � x [� ^+ •-i N ^i ^� N M M � O o 0 o O O O O o Cl x N U x o O o 0 0 0 0 0 0 0 0. x W m N N N O O N N N Cl O O O O O Q r -J V � •T 0 0 0 0 0 o O 0 0 0 W � � N � O a XupsmgZ Xep!a3 aol s;uawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6uiPed - uedsumE) 1S me -1 Ilo3sui-1 :;u9uay3e;;d Lot Q Parking Notes: Reg. = Regular (unrestricted) parking HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy N a a Sub -Lot Q-1 Q-2 Q-3 Parking Type Reg. HC Reg. Unstriped Reg. HC Misc. TOTAL Capacity 33 2 -- -- 8 1 -- 44 10:30 AM 14 0 0 9 1 0 24 12:30 PM 15 0 0 7 2 0 24 T 'O 2:00 PM 18 1 0 7 4 0 30 H 6:00 PM 33 1 0 0 2 0 36 8:00 PM 33 1 0 0 3 0 37 10:30 AM 9 0 0 4 2 1 16 12:30 PM 17 0 0 8 4 1 30 b 2:00 PM 18 0 0 7 3 1 29 w 6:00 PM 26 1 0 0 2 0 29 8:00 PM 29 1 0 0 7 1 38 Notes: Reg. = Regular (unrestricted) parking HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy N a a aol s;uawaaa6d ajeS pue asegwnd : £9£ �) Apn;S 6UDVEd - uedsumE) 1S mei 11o3sui-1 :;u9uay3e;;d Notes Reg. = Regular (unrestricted) parking Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot R-1 Parking Type Reg. Misc. TOTAL Capacity 70 -- 70 10:30 AM 70 70 12:30 PM 70 70 2:00 PM 70 70 H 6:00 PM 19 19 8:00 PM 0 0 10:30 AM 64 64 12:30 PM 62 62 2 2:00 PM 62 62 w 6:00 PM 16 16 8:00 PM 4 4 Notes Reg. = Regular (unrestricted) parking Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy aol s;uawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6UDVEd - uedsumE) 18 me -1 11o3sui-1 :;u9wg3e;;d Lot S Parking Notes: Reg. = Regular (unrestricted) parking HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot S-1 S-2 S-3 S-4 Parking Type Reg. Unstriped Reg. HC -- Reg. HC Misc. TOTAL Capacity 5 -- 10 1 -- 9 1 -- 26 10:30 AM 0 0 4 0 3 5 0 0 12 12:30 PM 1 0 5 0 5 6 0 0 17 b 2:00 PM 2 0 3 0 3 3 0 0 11 h 6:00 PM 4 1 1 0 3 0 0 0 9 8:00 PM 1 1 0 0 2 0 0 0 4 10:30 AM 0 0 6 0 3 6 0 0 15 12:30 PM 0 0 4 0 3 7 0 0 14 T b 2:00 PM 0 0 5 0 4 5 0 0 14 w 6:00 PM 0 0 3 0 3 2 0 0 8 8:00 PM 2 0 0 0 3 2 0 0 7 Notes: Reg. = Regular (unrestricted) parking HC = Handicap Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy aol s;uawaaAV aleS pue asey3and : £9£ �) Apn;S 6uiPed - uedsuaaaE) 18 mei ;;o3sui-1 :;uewg3e;;d Ol� It N O l �O d" t 00 C� Vl U E-� O O O O O O O O O O H H O O O O O O O O O O M O O O O O O U x O O O O O o O O O o N H to U O O O O o o O O O vi bA U a1 r-+ [— l M N t� oc N 1.0 O �' •� � a a a a � � a a a ,° oM oM o 0 0 In0 0 0 U o N ri oo O N c -i 1.6 00 a Xupsinq j Fiuplid jm nuawa AV meS pue as q3j nd:CgeL ApnjS Bmf ed-ued s a je a me -1 no3s m :Iuewq3ellv ¢ \ 2 Q § 3 / \»\ � 5 \ \ \ � \ U \ E _ .e CIS § f \\ /\ \/ \ \z / \ b } \ � / / , / 0 0 0 0 0 / « > = o o IC z / 0 0 / 3 2 » 2 n c r r A & u \ \ / ƒ / g & e \ \ d a « � Xupsinqj GP J ¢ \ 2 § 3 / \»\ � 5 \ \ \ � \ U \ E _ .e CIS § f \\ /\ \/ \ \z / \ aol s;uawaaAV ajeS pue asegwnd : £9£ �) Apn;S 6uiPed - uedsumE) 18 me -1 11o3sui-1 :;u9wg3e;;d Notes Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy Sub -Lot V-1 Parking Type -- Misc. TOTAL Capacity -- -- 0 10:30 AM 2 2 12:30 PM 3 3 b 2:00 PM 3 3 .a H 6:00 PM 1 1 8:00 PM 0 0 10:30 AM 2 2 12:30 PM 5 5 ala T? 2:00 PM 3 3 w 6:00 PM 3 3 8:00 PM 0 0 Notes Misc. = Miscellaneous Red = Illegally parked vehicles were counted as part of occupancy