HomeMy WebLinkAbout2024-11-26 - RESOLUTIONS - REAL PROPTY TRSFR AGMT PROSTOR LAND LLC FOR DOCKWEILER DR EXTENSION PROJ.. RESOLUTION NO.24-77
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA,
CALIFORNIA, APPROVING A REAL PROPERTY TRANSFER AGREEMENT BETWEEN
PROSTOR LAND, LLC AND THE CITY FOR THE DOCKWEILER DRIVE EXTENSION
PROJECT, MAKING FINDINGS OF CONSISTENCY PURSUANT TO THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT WITH THE DOCKWEILER DRIVE EXTENSION
PROJECT EIR AND THE ADDENDUMS TO THAT EIR, AND TAKING RELATED
ACTIONS
WHEREAS, the City of Santa Clarita (City) plans to undertake the extension of
Dockweiler Drive (Dockweiler Drive Extension Project). The Dockweiler Drive Extension
Project is a multi -phased capital improvement project coordinated by the City and The Master's
University to improve circulation and access to the Placerita Canyon and Newhall communities
in the City. The Dockweiler Drive Extension Project will extend Dockweiler Drive from the
existing terminus to Railroad Avenue at 13th Street thereby creating a vital link between the
communities to the east of the railroad/Newhall Creek (including The Master's University) and
Old Town Newhall and Newhall Metrolink Station; and
WHEREAS, in connection with the Dockweiler Drive Extension Project, the City
proposes to construct a pedestrian and bicycle pathway and bridge south of Dockweiler Drive
am that will cross over Newhall Creek to connect with the northwest end of the Newhall Metrolink
Station parking lot, located to the south of the proposed Dockweiler Drive roadway extension
(the "Bike Path Project'). The Bike Path Project is more fully described in the City's Addendum
to the Dockweiler Drive Extension Project Environmental Impact Report (EIR); and
WHEREAS, the City must assemble property for the construction of the Dockweiler
Drive Extension Project, including the Bike Path Project by acquiring certain properties that
were identified in the Dockweiler Drive Extension Project EIR as being within the preferred
roadway alignment of the Project; and
WHEREAS, the City will be entering into an Agreement for Real Property Transfer
between the County of Los Angeles (County) and the City by which the City will, among other
properties, acquire Lyons Avenue (an undeveloped "paper street") from its intersection with
Placerita Canyon Road and along the southerly side of Placerita Canyon Road to its southerly
terminus at the Los Angeles County Metropolitan Transportation Authority (LACMTA) railroad
right of way; and
WHEREAS, Prostor Land, LLC (Prostor) is the owner of several parcels of land located
southerly of Placerita Canyon Road, easterly of 12th Street, and northerly of the Los Angeles
County Metropolitan Transportation Authority Railroad right of way, and on which it maintains
a mini storage unit business (the Prostor Property); and
am WHEREAS, a portion of the Prostor Property is located within the planned alignment and
proposed right of way for the extension of Dockweiler Drive and within the planned alignment
of the Bike Path Project, and in order to complete the Dockweiler Drive Extension Project, the
City must acquire certain real property interests consisting of permanent easements for street and
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drainage purposes, slope easements, and fee title to one piece of property to facilitate the
construction of the Dockweiler Drive Extension Project and the Bike Path Project (the Prostor
Easements and Land); and
WHEREAS, the City desires to convey two portions of the real property acquired by City
from the County (the City Land) to Prostor: (i) a triangular piece of property that the County has
used as a part of its Placerita Maintenance Yard and on which there exists an air monitoring
station operated by the South Coast Air Quality Management District (SCAQMD), and (ii)
portions of land currently within Lyons Avenue that will be vacated as a public road by the City.
This City Land will be conveyed to Prostor in exchange for Prostor's conveyance to City of the
Prostor Easements and Land, which exchange is considered to be a substantially equal value, and
Prostor desires to complete such exchange with City, upon and subject to the terms and
conditions of the Agreement of Real Property Transfer between the City and Prostor; and
WHEREAS, the City and Prostor have negotiated the Agreement of Real Property
Transfer between the City and Prostor, which is a land swap agreement by which after the
County has vacated a portion of the land conveyed by the County to the City, the City Land will
be conveyed to the Prostor, the Prostor Easements and Land will be conveyed to the City, Prostor
will relocate, at City's expense, an existing air monitoring station operated by the SCAQMD
from a portion of the City Land to another site on Prostor's Property, and the parties will take
related and implementing actions necessary to carry out those property exchanges; and
WHEREAS, on April 10, 2018, the City Council certified the Final EIR for the ^
Dockweiler Drive Extension Project (State Clearinghouse No. 2013082016) by way of City
Council Resolution 18-10, and approved the Extension Project by way of City Council
Resolution 18-11; and
WHEREAS, staff has reviewed the proposed Agreement of Real Property Transfer
between the City and Prostor with respect to the applicability of the California Environmental
Quality Act (Public Resources Code Section 21000 et seq.) (CEQA) and also considered a
separate County prepared Addendum to the Dockweiler Drive Extension Project EIR which
evaluated the impacts of the Agreement of Real Property Transfer between the City and the
County, including the relocation of the County's Placerita Maintenance Yard onto City Property
on Norland Drive, which County prepared Addendum was approved by the County Board of
Supervisors as Agenda Item No. 46 on its Regular Meeting of November 6, 2024. The findings
contained in the Staff Report for this agenda item, with respect to the approval of the Addendum
and the information, content, and analysis contained in that Addendum is incorporated herein by
this reference as the evidence to support the City Council's determinations that the actions taken
by this Resolution are within the scope of the EIR for the Dockweiler Drive Extension Project,
and that pursuant to State CEQA Guidelines Section 15164, only minor changes to the EIR were
required and that none of the conditions described in State CEQA Guidelines Section 15162 have
occurred; and
WHEREAS, on August 29, 2024, the City's Community Development Director .•ft
determined, pursuant to Government Code Section 65402, that the property acquisition and
dispositions contained within and provided by the Agreement of Real Property Transfer between
the City and Prostor are in conformance with the City's General Plan; and
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.N WHEREAS, by separate resolution adopted concurrently with this Resolution, the City
Council has declared that the City Land is exempt surplus land pursuant to the Surplus Land Act
(the Act), and that the City may transfer the City Land to Prostor without further regard to the
requirements of the Act, except for the requirement to notify the California Department of
Housing and Community Development (HCD); and
WHEREAS, by separate resolution adopted concurrently with this Resolution, the City
has summarily vacated: (i) the offer of dedication for future public road purposes in Norland
Drive, including the portion of Norland Drive through the City Property to be conveyed to the
County, (ii) Lyons Avenue from Placerita Canyon Road on the north to the Los Angeles County
Metropolitan Transportation Authority Railroad right of way on the south, and (iii) a portion of
Placenta Canyon Road" commencing on the south side of, and outside of, the 40-foot wide
portion of that Road that is used for vehicular travel, which portion begins west of Aden Avenue
at the northerly terminus of Lyons Avenue and proceeding easterly of Aden Avenue
approximately 650 feet, together with a small portion on the north side of Placenta Canyon Road
westerly of Aden Avenue, and slope easements on each side of those portions of Placenta
Canyon Road; and
WHEREAS, the accompanying agenda report, which is incorporated herein by this
reference, provides supporting information upon which the declarations and findings set forth in
this Resolution are based.
WE% NOW, THEREFORE, the City Council of the City of Santa Clarita, California does
hereby resolve as follows:
SECTION 1. The above recitals are true and correct and are a substantive part of this
Resolution. -
SECTION 2. This Resolution has been reviewed with respect tot a app_ kabi�tty of the
California Environmental Quality Act (Public Resources Code Sec112)nal00(tet5ecfr) (QEQA).
The City Council concurs in staff s determination that the City's Addendum to the City's
previously certified EIR (State Clearinghouse No. 2013082016) for'd1e ibockvvei1er Drive
Extension Project appropriately describes and evaluates the potential env'iro'nmerAal impacts for
the land exchange described in this Resolution. The City Council has als, re ewe .d the separate
County prepared Addendum to the Dockweiler Drive Extension Project EIR which evaluated the
impacts of the Agreement of Real Property Transfer between the City and the County, including
the relocation of the County's Placerita Maintenance Yard onto City Property on Norland Drive,
which County prepared Addendum was approved by the County Board of Supervisors as Agenda
Item No. 46 on its Regular Meeting of November 6, 2024. The City Council further finds that all
potentially significant environmental impacts from the project have been mitigated to level of
less than significance, that such mitigation measures are part of and incorporated into the
previously adopted Mitigation Monitoring and Reporting Plan that was adopted in connection
with each above -described environmental document, and that any impacts that are not mitigated
to a level of less than significance are addressed in the Findings and Statement of Overriding
Considerations that accompanied the Final EIR for the Dockweiler Drive Extension Project,
which findings are incorporated herein as set forth in full and adopted by this provision. The City
Council makes these findings and determinations as an exercise of its independent judgment.
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SECTION 3. Based on all the findings contained in this Resolution and the facts and ^I
evidence submitted to the City Council in connection with the agenda report for this matter, the
City Council hereby approves the Agreement of Real Property Transfer between the City and
Prostor, attached hereto as Exhibit A.
SECTION 4. The City Manager is hereby authorized to execute the Agreement of Real
Property Transfer between the City and Prostor, subject to any final changes and corrections that
are determined necessary by the City Manager and City Attorney.
SECTION 5. The City Manager is authorized to execute the Certificate of Acceptance
of the Prostor Easements and Land and to cause that Certificate to be recorded concurrently with
the Deed by which the City Land is conveyed to Prostor.
SECTION 6. The officers and staff of the City are hereby authorized, jointly and
severally, to do all things which they may deem necessary or proper to effectuate the purposes of
this Resolution, and any such actions previously taken are hereby ratified and confirmed.
SECTION 7. This Resolution will become effective immediately upon adoption.
PASSED, APPROVED, and ADOPTED this 26t' day of November, 2024.
i
MAYOR
ATTEST:
CITY,-CLIVRF,
DATE: �-
P"
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..
r"
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Mary Cusick, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing
Resolution No. 24-77 was duly adopted by the City Council of the City of Santa Clarita at a
regular meeting thereof, held on the 26t' day of November, 2024, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
Miranda, Gibbs, Smyth
McLean
None
Weste
CITY CLERK
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Page 5 of 5
EXHIBIT A
AGREEMENT FOR REAL PROPERTY TRANSFER
BETWEEN THE CITY AND PROSTOR LAND, LLC
a"
.-.
13001-0007\3036081 v L doc
REAL PROPERTY EXCHANGE AGREEMENT
by and between
the CITY OF SANTA CLARITA,
a California municipal corporation
and
PROSTOR LAND, LLC,
a California limited liability company
1 3001-0007\3001 780A.doc
TABLE OF CONTENTS
Page
(1) Recitals........................................................................................................................1
(2) Transfer of Property...................................................................................................... 1
(3) Total Consideration to Prostor...................................................................................... 2
(4) Delivery of Due Diligence Materials, Condition of Prostor Land and City Land ............. 2
(5) Apportionment of Property Taxes and Assessments.................................................... 4
(6) Closing......................................................................................................................... 4
(7) Representations, Warranties, Covenants and Acknowledgments.................................7
(8) Rights and Remedies Upon Default............................................................................ 11
(9) Binding Effect............................................................................................................. 12
(10) Governing Law........................................................................................................... 12
(11) Time of Essence......................................................................................................... 12
(12) Counterparts...............................................................................................................12
(13) Waiver........................................................................................................................12
(14) Construction............................................................................................................... 12
(15) Headings....................................................................................................................12
(16) Severability.................................................................................................................12
(17) Brokers.......................................................................................................................12
(18) Assignment................................................................................................................ 12
(19) Merger........................................................................................................................12
(20) General Rules of Interpretation................................................................................... 13
(21) Date of Performance.................................................................................................. 13
(22) Third Parties............................................................................................................... 13
(23) Acceptance of the Deeds........................................................................................... 13
(24) Notices....................................................................................................................... 13
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(25) No Modification........................................................................................................... 14
(26) Rights of the Escrow Company................................................................................... 14
(27) Solicitation of Consideration....................................................................................... 15
(28) No Offer or Binding Contract...................................................................................... 15
Exhibits
Exhibit "A" Form of Quitclaim Deed by City to Prostor (showing City Land to be
conveyed to Prostor)
Exhibit "B" Forms of Quitclaim Deed to City and Easement Agreement(s) to City
(showing Prostor Land to be conveyed to City, and easement areas)
Exhibit "C" Existing SCAQMD Lease (affecting a portion of City Land to be
conveyed to Prostor)
Exhibit "D" Fence Specifications
13001-0007\3001780v9.doc
REAL PROPERTY EXCHANGE AGREEMENT
THIS REAL PROPERTY EXCHANGE AGREEMENT (this "Agreement") is dated
, 2024 (the "Effective Date") and is entered into by and between
PROSTOR LAND, LLC, a California limited liability company ("Prostor"), and the CITY OF
SANTA CLARITA, a California municipal corporation ("City"). Each of City and Prostor are
occasionally referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the City is undertaking the extension of Dockweiler Drive (the "Project"). The
proposed Project is a multi -phased capital improvement project being coordinated by the City and
The Master's University and would extend Dockweiler Drive from its existing terminus on the east
to Railroad Avenue at 131h Street on the west.
WHEREAS, substantially concurrently herewith, the City is entering into an agreement
with the County of Los Angeles to acquire certain real property. Such transaction is hereinafter
referred to as the "City/County Exchange Transaction".
WHEREAS, as a term and condition of the City/County Exchange Transaction, the City is
granting the County a license to allow the County to continue to occupy a portion of the property
that the County will be conveying to the City (the County's Placerita Maintenance Yard), which
license will permit the County to continue to occupy a portion of that property that is the subject
of this Agreement (Assessor Parcel No. 2833-004-904) for six months following the close of
escrow on the City/County Exchange Transaction.
WHEREAS, the City desires to convey to Prostor a portion of the real property that it is
acquiring from the County of Los Angeles described in Exhibit "A" (the "City Land"), including
Assessor Parcel No. 2833-004-904, upon the expiration of the six month period provided in the
license between the City and the County, and record the street vacation resolution of Lyons
Avenue in exchange for Prostor's conveyance to City of the land and easements described in
Exhibit "B" (collectively, the "Prostor Land"), and Prostor desires to complete such exchange with
City, upon and subject to the terms and conditions hereinafter set forth.
WHERAS, in connection with the land exchange described in these recitals and other
aspects of the Project, the City has prepared an Addendum to the previously certified EIR for the
Project pursuant to the California Environmental Quality Act and made a staff -level General Plan
consistency determination pursuant to Government Code Section 65402.
WHEREAS, the City has sought and obtained preliminary confirmation from the California
Department of Housing and Community Development ("HCD") that the transfer of the City Land
by City described in this Agreement is not subject to the California surplus property statutes
(California Government Code Section 54221 et seq.) and that the transfers qualifies as exempt
surplus property if exchanged as part of this Agreement, which determination will be confirmed
after approval of this Agreement but before the Close of Escrow.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter
set forth, and for other good and valuable consideration, the receipt and sufficiency of which are
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hereby acknowledged by City and Prostor, each intending to be legally bound, do hereby
covenant and agree as follows:
(1) Recitals. All the Recitals set forth above are true and accurate and are incorporated
herein by reference.
(2) Transfer of Property. Prostor agrees to convey its interests to the Prostor Land to the
City, and City agrees to accept from Prostor the Prostor Land, and City agrees to convey its
interests to the City Land to Prostor, and Prostor agrees to accept from the City the City Land,
upon the terms, provisions and conditions set forth in this Agreement, free and clear of all liens,
assessments, and taxes allocable to the period prior to closing, together with all of respective
Parties' right, title and interest in all of the following items in respect of the fee interests to be
conveyed by quitclaim deed (collectively, the "Property"):
(a) all rights, privileges, easements, appurtenances, and other estates pertaining or
appurtenant, including, without limitation, all oil, gas, air, water, and mineral rights
and all easements, rights -of -way, and other appurtenances used or connected with
the beneficial use or enjoyment of the real property (collectively, the
"Appurtenances");
(b) any and all improvements and fixtures located on the real property and
Appurtenances (collectively, the "Improvements") and together with the fee
interests and Appurtenances, the "Real Property").
(3) Total Consideration to Prostor.
(a) Prostor acknowledges and agrees that the City Property, and the release by the
City set forth in Section 7(b)(vii) below constitute the total consideration to Prostor
for the Prostor Land and Prostor release set forth in Section 7 (a)(vii) below,
including without limitation, just compensation, lease bonus value, lost rents,
business goodwill, furniture, fixtures and equipment, pre -condemnation damages,
claims of inverse condemnation, attorneys' fees, costs, interest and any and all
other damages in complete settlement of all claims, causes of action and demands
of Prostor against City because of City's acquisition of the Prostor Property and for
any and all claims (known and unknown) arising from or relating to the exchange
of property that is the subject of this Agreement.
(b) Prostor further agrees and acknowledges that such consideration provided by City
includes the relocation assistance and benefits to which Prostor may be entitled in
connection with the relocation from the Prostor Land in accordance with the
Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970
(42 U.S.C. Section 4601 et seq.), if applicable, and under California Government
Code Section 7260 et seq. and the Relocation Assistance and Real Property
Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations).
(4) Delivery of Due Diligence Materials; Condition of Prostor Land and City Land.Within
thirty (30) days after the date of this Agreement, City shall deliver to Prostor, and Prostor shall
deliver to City, without representation or warranty, express or implied, copies the following
documents in their possession (collectively, the "Due Diligence Materials") relating to, as to the
City, the City Property, and as to Prostor, the Prostor Property: (i) all licenses, leases, and permits
affecting or relating to the ownership, subdivision, possession or development of their respective
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1 3001-0007\3001 78M. doc
property or the construction of improvements thereon, and all amendments and modifications
thereto; (ii) applications and correspondence or other written communications to or from any
governmental entity, department or agency (regarding any permit, approval, consent or
authorization; (iii) the most recent survey, if any; and (iv) any soils reports, engineering data,
environmental reports, and other data or studies provided to or otherwise. All Diligence Materials
shall be provided to the other Party without any recourse or liability of any type or nature, and
each Party assumes all risk of any kind with regard to the use of and reliance upon any of the
Due Diligence Materials provided by the other Party.
(b) Property Inspection; Releases. Upon written request and reasonable notice,
each Party and each Party's representatives, agents, engineers, consultants,
contractors, and designees shall have the right to enter onto the other Party's
property commencing upon mutual execution of this Agreement and continuing
until the date that is ninety (90) days thereafter (the "Due Diligence Period") for
purposes of conducting a survey, and examining, inspecting and investigating the
title, soil, subsurface soils, drainage, seismic and other geological and
topographical matters, location of asbestos, toxic substances, hazardous materials
or wastes. Each Party shall, in a timely manner, repair any and all damage to the
property entered into by such Party or representatives, agents, engineers,
consultants, contractors, and designees caused by any such inspection or
investigation described herein, to a condition substantially the same as the
condition prior to such inspection or investigation. Each Party shall hold harmless,
defend and indemnify the other Party and all of the principals, members, agents
and partners of the other Party from any claim, loss, expense (including attorney's
fees), liability or cost which arises due to or out of any inspection by said Party or
any of its representatives, agents, engineers, consultants, contractors, and
designees (but not for hazardous materials merely discovered by such
inspections). The foregoing indemnity shall survive the close or the termination of
this transaction.
(c) Disapproval/Termination. If either Party disapproves of any of the Due Diligence
Documents for or condition of, Property it is acquiring, it may terminate this
Agreement by written notice given prior to the end of the Due Diligence Period.
Neither party shall have the right to terminate this Agreement following the
expiration of the Due Diligence Period other than due to a default of the other
Party's obligations in accordance with the terms hereof, which continues for five
(5) business days after written notice of default from the non -defaulting Party.
(d) Title Policies. Each Party may, but is not obligated, to require a standard CLTA
owners policy of title insurance ("CLTA Policy"), or equivalent form acceptable to
the requesting Party, dated as of the date the respective Deeds are recorded,
indicating title to the respective real property to be vested of record in the Party
receiving title, and containing endorsements and additional coverages as
reasonably requested by Party receiving title; provided, however, requesting Party
may elect to obtain from a title company of their choice an ALTA extended
coverage owner's policy of title insurance insuring fee title to the Real Property
vested in that Party (an "ALTA Policy"). The selected policy (whether it be a CLTA
Policy or an ALTA Policy) shall be referred to herein as the "Title Policy."
(e) Existing SCAQMD Lease and Terms for New Lease between Prostor and
SCAQMD. It shall be a condition to Closing in favor of both City and Prostor that:
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(i) City will transfer the City Land to Prostor subject to a preexisting lease of a
portion of that City Land that was entered into by and between the County
of Los Angeles and the South Coast Air Quality Management District
("SCAQMD") (which was executed by the County on May 22, 2000 and
labeled "Rental Agreement No. 99-46"), which existing lease is attached
hereto as Exhibit "C"; and
(i) A new lease between Prostor and SCAQMD shall be negotiated, approved,
executed and delivered to the City by which Prostor leases to SCAQMD
other land owned by Prostor and adjacent to the Prostor Land so that
SCAQMD can relocate its air monitoring station onto that other land, which
lease will have terms reasonably acceptable to Prostor; and
(iii) The provisions of this subsection (d) are intended to facilitate and cause
the relocation of the SCAQMD's air monitoring station after Closing. The
new lease between Prostor and SCAQMD may state that the effectiveness
thereof is conditioned upon the Closing by a specified date, or counterparts
thereof may be delivered to Escrow for immediate distribution by Escrow
Holder upon Closing. The Title Policy to be issued to Prostor at Closing
shall show the existing lease as a title exception. At the closing, City shall
deliver any security deposit thereunder through escrow to Prostor and any
and all rents thereunder shall be prorated as of the Closing (and that shall
be reflected in the preliminary settlement statement prepared by Escrow).
It shall be a condition to Closing in favor of Prostor that City deliver to the
tenant thereunder, through escrow (to be sent upon the Closing) that
Prostor has acquired the leased property and is the new landlord
(specifying Prostor's address for notices hereunder as its address for
notices and payments under said lease).
(f) Surplus Property Compliance. City has consulted in good faith with the
California Department of Housing and Community Development ("HCD") and has
obtained preliminary approval and confirmation from HCD that the City Property is
exempt surplus property if exchanged pursuant to the terms in this Agreement, and
it shall be a condition to Closing that HCD confirm such exemption by submiting
the City Council's determination of exemption to HCD for formal approval and
confirmation.
(5) Apportionment of Property Taxes and Assessments.
(a) The City shall be responsible for all real estate taxes and assessments on the City
Property ("Property Taxes"), if any, payable in respect to: (A) in the Current Tax
Year, (B) the period prior to the Closing Date, and (C) periods prior to the Current
Tax Year (property taxes and assessments as to the City Property shall be
prorated as of the Closing).
(b) Prostor shall be shall be responsible for all property taxes, if any, payable as to the
Prostor Land in respect to: (A) the Current Tax Year, including the portion after the
Closing Date (as City is exempt from property taxes such that none shall be
allocated to the City on the preliminary settlement statement), and (B) all periods
prior to the Current Tax Year (but any assessments as to the Prostor Land shall
be prorated as of the Closing).
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1 3001-0007\3001 78M. d oc
(c) This Section shall survive the Closing.
(6) Closing.
(a) Closing Date and Place. For purposes of this Agreement, the "Closing" shall be
defined as the date (the "Closing Date") on which the deeds and easement
agreements and resolution in the forms attached hereto as Exhibits A, B and C
(and if not recorded earlier, the Memorandum of Lease) are recorded in the Official
Records of Los Angeles County, California. The Closing shall be conducted
through an escrow (the "Escrow") at First American Title Company, 207 Goode
Avenue, Suite 410, Glendale, CA 91203, (818) 550-2501; TeamLA@firstam.com
(the "Escrow Company"). The Closing Date shall occur on or before the date that
is one (1) year after the Effective Date of this Agreement, unless extended for up
to six (6) additional months by the City Manager, or such earlier date as Prostor
and City may agree. Time is of the essence with respect to each of the dates
specified above. All funds necessary to consummate the Closing (the "Funds")
shall be deposited into Escrow no later than one (1) Business day prior to the
Closing Date.
(b) Prostor's Closing Deliveries. At or before the Closing (except as otherwise set
forth herein), Prostor shall execute, acknowledge and/or deliver, as applicable, the
following items into Escrow (collectively, the "Prostor's Deliveries"):
(i) The Prostor Quitclaim Deed and Easement Agreements in the forms
attached hereto as Exhibit "B", executed and acknowledged by Prostor;
(ii) A preliminary closing statement prepared by the Escrow Company,
reflecting all credits, apportionments and adjustments contemplated
hereunder (the "Closing Statement"), executed by Prostor;
(iii) A Preliminary Change of Ownership form for the City Property it is
acquiring; and
(iv) Any and all other reasonable documents and funds required by the Escrow
Company to carry out and close the exchange transaction pursuant to this
Agreement.
(v) A new lease between Prostor and SCAQMD that supersedes the existing
2000 lease agreement between the County and SCAQMD and provides for
terms as specified in Section 4 (d) of this Agreement.
(c) City's Closing Deliveries. At or before Closing, City shall execute, acknowledge
and/or deliver, as applicable, the following items into Escrow (collectively, the
"City's Deliveries"):
(i) The City's Quitclaim Deed in the form attached hereto as Exhibit "A",
executed and acknowledged by City;
(ii) A copy of terms of the license agreement between the City and the County
by which the City grants a license to the County to use the Placerita
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Maintenance Yard property for six months following the close of escrow in
the City/County Exchange Transaction;
A Closing Statement prepared by the Escrow Company, executed by City;
(iv) Certificates of Acceptance for the Prostor Quitclaim Deed and Easement
Agreements, duly executed by the City and acknowledged;
(v) A Preliminary Change of Ownership form for the Prostor Land it is acquiring
by quitclaim deed; and
(vi) Any and all reasonable documents and funds required by Escrow Company
to carry out and close the exchange transaction pursuant to this
Agreement.
(d) Closing Expenses. At Closing, Prostor shall pay all costs regarding the
satisfaction and discharge of any Liens on the Prostor Land and the City will pay
all costs regarding the satisfaction and discharge of any Liens on the City Property.
The City and Prostor shall each pay the premiums for its owner's title policy, and
fifty percent (50%) of the Escrow fees, transfer taxes and recording charges with
respect to the Deeds, if any.
(e) Parties' Conditions Precedent to Closing. Parties' obligations to consummate
the transaction contemplated by this Agreement is subject to the satisfaction of the
following conditions (the "Conditions Precedent"):
(i) The closing of the City/County Exchange Transaction;
(ii) The expiration of the six-month term of the license agreement contained
within the City/County Exchange Transaction by which the City permits the
County to continue to use and operate the Placerita Maintenance Yard on
Assessor Parcel No. 2833-004-904 and written confirmation from the City
that the County has vacated that portion of the Placerita Maintenance Yard
except for the continued tenancy of the SCAQMD;
(iii) The recordation of the City's Resolution vacating Lyons Avenue;
(iv) Due performance by the Parties of each and every undertaking and
agreement to be performed by it pursuant to this Agreement, in all material
respects, and the truth of each representation and warranty made by the
applicable Party in this Agreement in all material respects at the time as of
which the same is made and as of the Closing Date as if made on and as
of the Closing Date.
(v) Prostor shall have delivered Prostor's Deliveries into Escrow in accordance
with Section 7(b) above.
(vi) City shall have delivered City's Deliveries into Escrow in accordance with
Section 7(c) above.
(vii) Issuance or commitment to issue the Title Policies.
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In the event that any of the Conditions Precedent are not satisfied as of the Closing
Date (A) a Party may waive such applicable contingency by giving written notice
thereof to the Escrow Company and proceed with the Closing, or (B) in the
absence of such waiver, this Agreement, the Escrow, and the rights and
obligations of the Parties hereunder shall terminate, other than the Surviving
Obligations (as hereinafter defined), and neither party shall have any further right
or obligation hereunder other than the Surviving Obligations; provided, however,
that notwithstanding the foregoing, if the failure of condition is the result of a default
by Prostor or City of their respective obligations under this Agreement, the
disposition of the Parties' respective rights and remedies shall be governed by
Section 10 below. "Surviving Obligations" shall mean, collectively: (X) any
indemnities and any other indemnification obligations of Prostor to City, or of City
to Prostor, under this Agreement that are designated by their terms to survive the
termination of this Agreement or the Closing hereunder; (Y) those costs, expenses,
and payments specifically stated herein to be the responsibility of City or Prostor,
respectively, and (Z) and any other obligations by the Parties under this Agreement
that are designated by their terms to survive the termination of this Agreement or
the Closing, it being the intention of the Parties that the Parties shall nonetheless
be and remain liable for their respective obligations under clauses (X) through (Z)
above, notwithstanding the termination of this Agreement for any reason or the
Closing hereunder.
(f) New Lease with Existing Tenant. The requirements of Section 4(d) relating to a
new lease with the SCAQMD shall also be conditions of Closing, as described
therein.
(g) Escrow Company Actions at Closing. At Closing, upon the Escrow Company's
receipt of (A) The City's Deliveries and the Prostor's Deliveries, (b) the preliminary
Closing Statements approved and signed by City and Prostor, and (D) final
authorization from each of Prostor and City to proceed with Closing, Prostor and
City hereby instruct the Escrow Company to:
(i) Disburse from funds deposited with the Escrow Company towards payment
of all items chargeable pursuant to this Agreement (as reflected in the
Closing Statement).
(ii) Record the Resolution, and then Deeds and the Easement Agreements to
the City, together with the applicable Certificates of Acceptance, and
deliver to the Assessor the Preliminary Change of Ownership Reports.
(iii) Issue the Title Policies to the City and Prostor.
(iv) Deliver to the Parties copies of all documents recorded at Closing by the
Escrow Company.
(h) Operation of Land Prior to the Closing Date. Between the Effective Date and
the Closing Date: (a) Prostor shall continue to operate and maintain the Prostor
Land in the usual and ordinary course of business consistent with past practices
and shall take no action, and shall not cause any third party to take, any action that
would materially alter or affect the condition of the Prostor Property; and (b) the
City shall continue to operate and maintain the City Land in the usual and ordinary
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course of business consistent with past practices and shall take no action, and
shall not cause any third party to take, any action that would materially alter or
affect the condition of the City Land. Except for the new lease to be entered into
between the City and SCAQMD, the Parties shall not enter into, amend, or
terminate any leases, licenses or occupancy agreements without obtaining the
other Party's prior written consent, which shall be subject to that Party's sole and
absolute discretion. The Parties shall not record any documents pertaining to the
Prostor Land or the City Property, except a Memorandum of Lease for such new
lease. The Parties shall not enter into or amend any contract that is not reasonably
necessary for the normal operation of their respective Property and that cannot be
terminated on thirty (30) or fewer days' notice, or waive, compromise or settle any
rights of that Party under any contract or other agreement affecting the Property
without, in each case, obtaining the other Party's prior written consent, which shall
be subject to that Party's sole and absolute discretion. The Parties shall keep in
full force and effect all of the existing insurance policies maintained by the
applicable Party respecting their Property or policies providing similar coverage to
the existing insurance policies, if any.
(7) Representations, Warranties, Covenants and Acknowledgments.
(a) Prostor Representations and Warranties. Prostor represents and warrants to
City, as of the Effective Date and again as of the Closing Date, as follows:
(i) There are no pending or, to Prostor's actual knowledge, threatened legal
actions or arbitrations or reference proceedings at law or in equity, affecting
the Prostor Land.
(ii) Prostor has not received any notice that Prostor is in default of its
obligations under any declarations, reciprocal easement agreements and
other similar cross -easements, use agreements, covenants or similar
agreements with adjacent property owners governing the use,
maintenance or operation of any part of the Prostor Land.
(iii) There are no service or maintenance agreements affecting the Prostor
Land.
(iv) There are no other agreements for the sale, exchange, or transfer of the
Prostor Land, or any portion thereof, or the business operated thereon.
(v) Prostor has not received written notice from any governmental authority of
any pending condemnation action against any of the Prostor Land.
(vi) "As Is" Transfer. As a material inducement to Prostor's execution and
delivery of this Agreement and performance of its duties under this
Agreement: EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, CITY HAS AGREED TO ACCEPT TRANSFER OF THE
PROSTOR LAND ON THE CLOSING DATE ON AN "AS IS" BASIS.
PROSTOR AND CITY AGREE THAT THE PROSTOR LAND WILL BE
SOLD "AS IS, WHERE IS, WITH ALL FAULTS" WITH NO RIGHT OF SET-
OFF OR REDUCTION IN THE TRANSFER PRICE, AND, EXCEPT AS
SET FORTH IN SECTION 8 OF THIS AGREEMENT, SUCH TRANSFER
13001-0007\300178M.doc -$
WILL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION,
WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES,
USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE), AND PROSTOR DISCLAIMS AND RENOUNCES ANY
SUCH REPRESENTATION OR WARRANTY.
(vii) Release. Effective from and after the Closing, City hereby waives,
releases, acquits, and forever discharges Prostor, and Prostor's Board of
Supervisors, agents, directors, officers, and employees to the maximum
extent permitted by law, of and from any and all claims, actions, causes of
action, demands, rights, liabilities, damages, losses, costs, expenses, or
compensation whatsoever, direct or indirect, known or unknown, foreseen
or unforeseen, that it now has or that may arise in the future because of or
in any way growing out of or connected with this Agreement and the Prostor
Land (including without limitation the Condition of the Prostor Land), except
matters arising from Prostor's failure to disclose a material fact. City
expressly waives its rights granted under the provisions of any law that
provides that a general release does not extend to claims that City does
not know or suspect to exist in its favor at the time of executing the release,
which if known by it must have materially affected its agreement to release
Prostor including. without limitation, California Civil Code §1542, which
provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.
Prostor and City have each initialed this Section 9(a)(vii) to further indicate
their awareness and acceptance of each and every provision of this
Agreement. The provisions of this Section 9(a)(vii) will survive the
Closing.
Prostor's Initials:
City's Initials:
As used herein, the term "Prostor's actual knowledge" means the
current, actual and personal knowledge of (and only of) Michael Becker
and does not include knowledge imputed to Prostor from any other person
or entity. The named individual is acting for and on behalf of Prostor and
in a capacity as an officer or employee of Prostor or one or more of
Prostor's affiliates and is in no manner expressly or impliedly making any
representations or warranties in an individual capacity. City waives any
right to sue or to seek any personal judgment or claim against the named
individual.
13001-0007\3001780v9.doc _9
The representations and warranties of Prostor set forth in this Section
shall survive the Closing for a period of twelve (12) months following the
Closing Date (the "Survival Period"), and if City fails to provide written
notice to Prostor of any breach of such warranties or representations within
twelve (12) months after the Closing Date, City will be deemed to have
waived all claims for breach of any representations and warranties with
respect to the Prostor Land. City's sole remedy will be an action at law for
damages as a consequence of such breach or termination of this
Agreement under Section 10(b) and waiver of any further claims against
Prostor.
(b) City Representations and Warranties. City warrants and represents to Prostor,
as of the Effective Date and again as of the Closing Date, as follows:
(i) There are no pending or, to City's actual knowledge, threatened legal
actions or arbitrations or reference proceedings at law or in equity, against
City in connection with the City Land or affecting the City Land.
(ii) City has not received any notice that City is in default of its obligations
under any declarations, reciprocal easement agreements and other similar
cross -easements, use agreements, covenants or similar agreements with
adjacent property owners governing the use, maintenance or operation of
any part of the City Land.
-- (iii) There are no service or maintenance agreements affecting the City Land
(but Prostor acknowledges that there exists thereon a lease with SCAQMD
as described in Section 4(d) above).
(iv) There are no other agreements for the sale, exchange, or transfer of the
City Land, or any portion thereof, or the business operated thereon.
(v) City has not received written notice from any governmental authority of any
pending condemnation action against any of the City Land.
(vi) "As Is" Transfer. As a material inducement to City's execution and delivery
of this Agreement and performance of its duties under this Agreement:
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,
PROSTOR HAS AGREED TO ACCEPT TRANSFER OF THE CITY LAND
ON THE CLOSING DATE ON AN "AS IS" BASIS. PROSTOR AND CITY
AGREE THAT THE CITY LAND WILL BE SOLD "AS IS, WHERE IS, WITH
ALL FAULTS" WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE
TRANSFER PRICE, AND, EXCEPT AS SET FORTH IN SECTION 8 OF
THIS AGREEMENT, SUCH TRANSFER WILL BE WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTY OF
INCOME POTENTIAL, OPERATING EXPENSES, USES,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE),
AND CITY DISCLAIMS AND RENOUNCES ANY SUCH
REPRESENTATION OR WARRANTY.
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13001-0007\300178M.doc
(vii) Release. Effective from and after the Closing, Prostor hereby waives,
releases, acquits, and forever discharges City, and City's agents, directors,
officers, and employees to the maximum extent permitted by law, of and
from any and all claims, actions, causes of action, demands, rights,
liabilities, damages, losses, costs, expenses, or compensation whatsoever,
direct or indirect, known or unknown, foreseen or unforeseen, that it now
has or that may arise in the future because of or in any way growing out of
or connected with this Agreement and the City Land (including without
limitation the Condition of the City Land), except matters arising from City's
failure to disclose a material fact. Prostor expressly waives its rights
granted under the provisions of any law that provides that a general release
does not extend to claims that Prostor does not know or suspect to exist in
its favor at the time of executing the release, which if known by it must have
materially affected its agreement to release City including, without
limitation, California Civil Code §1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.
City and Prostor have each initialed this Section to further indicate their
awareness and acceptance of each and every provision of this Agreement.
The provisions of this Section will survive the Closing.
City's Initials:
Prostor's Initials:
As used herein, the term "City's actual knowledge" means the current,
actual and personal knowledge of (and only of) the City's Director of Public
Works and does not include knowledge imputed to City from any other
person or entity. The named individual is acting for and on behalf of City
and in a capacity as an officer or employee of City or one or more of City's
affiliates and is in no manner expressly or impliedly making any
representations or warranties in an individual capacity. Prostor waives any
right to sue or to seek any personal judgment or claim against the named
individual.
(viii) The representations and warranties of City set forth in this Section shall
survive the Closing for a period of twelve (12) months following the Closing
Date, and if Prostor fails to provide written notice to City of any breach of
such warranties or representations within twelve (12) months after the
Closing Date, Prostor will be deemed to have waived all claims for breach
of any representations and warranties with respect to the City Land.
Prostor's sole remedy will be an action at law for damages as a
consequence of such breach or termination of this Agreement under
Section 9(b) and waiver of any further claims against City.
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13001-0007\3001780v9. d oc
(c) Remade on Closing Date. The representations and warranties of Prostor and
City set forth in this Agreement shall be true, accurate and correct upon the
execution of this Agreement, and shall be deemed to be re -made on and as of the
Closing Date (except as they relate only to an earlier date), and if either party
notifies the other of a material change, then party to whom such notice is given
may terminate.
(d) City Covenant regarding Fencing Along Bike Path. During construction of the
bike path on the property that the City is acquiring from Prostor, the City shall install
a fence along the boundary of that property and Prostor's property, the
specifications of which are described and depicted on Exhibit 'D." The City's
obligations under this clause (d) shall survive the Closing.
(e) Prostor's Use of City Land Conveyed to Prostor, Upon the transfer of the City
Land conveyed to Prostor, Prostor may use the City Land for any use allowed by
the City's General Plan, Zoning Ordinance, and any applicable plan, policy and
regulation of the City, and in compliance with all municipal, state and federal laws
in effect at the time approval of such use is sought by Prostor from the City and
after any required approval is sought and obtained from the City. This Agreement
is a land transfer agreement and not a development agreement pursuant to
Government Code Section 66864 et.seq. and therefore cannot and does not grant
any land use entitlement to the City Land conveyed to Prostor.
(8) Rights and Remedies Upon Default.
(a) Prostor's Remedies Upon Default of City. If the Closing does not occur because
of a default under or breach of this Agreement on the part of City, Prostor may
(i) terminate this Agreement, in which case neither Party shall have any further
right or obligation hereunder other than the Surviving Obligations, and thereupon,
Prostor shall have all rights and remedies at law or in equity, including, without
limitation, the right to seek damages (except for any punitive, speculative,
consequential, or special damages), or (ii) pursue the remedy of specific
performance of City's obligations to proceed to Closing. City acknowledges the
unique and special character of the City Property and its utility to Prostor and
agrees that specific performance is an appropriate remedy for City's default under
this Agreement. The foregoing options are mutually exclusive and are the
exclusive rights and remedies available to Prostor at law or in equity in the event
the sale of the City Land is not consummated because of City's default under or
breach of this Agreement.
(b) City's Remedies Upon Default of Prostor. If the Closing does not occur because
of a default under or breach of this Agreement on the part of Prostor, City may:
(i) terminate this Agreement, in which case neither Party shall have any further
right or obligation hereunder other than the Surviving Obligations, and thereupon,
City shall have all rights and remedies at law or in equity, including, without
limitation, the right to seek damages (except for any punitive, speculative,
consequential, or special damages), or (ii) pursue the remedy of specific
performance of Prostor's obligations to proceed to Closing. Prostor acknowledges
the unique and special character of the Prostor Land and its utility to City and
agrees that specific performance is an appropriate remedy for Prostor's default
under this Agreement. The foregoing options are mutually exclusive and are the
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exclusive rights and remedies available to City at law or in equity in the event the
sale of the Prostor Land is not consummated because of Prostor's default under
or breach of this Agreement.
(9) Binding Effect, This Agreement shall be binding upon, shall inure to the benefit of, and
shall be enforceable by the Parties and their respective successors and permitted assigns.
(10) Governing Law. This Agreement shall be governed by and construed under and in
accordance with the laws of the State of California. Any litigation with respect to this Agreement
shall be conducted in the County of Los Angeles, California.
(11) Attorneys' Fees. In the event of the bringing of an arbitration, action or suit by a Party to
this Agreement against the other Party to this Agreement by reason of any breach of any of the
covenants or agreements or any intentional inaccuracies in any of the representations and
warranties on the part of the Party arising out of this Agreement or any other dispute between the
Parties concerning this Agreement, then, in that event, the prevailing party in such action or
dispute, whether by final judgment or arbitration award, shall be entitled to have and recover of
and from the other Party all costs and expenses of suit or claim, including reasonable attorneys'
fees. Any judgment, order or award entered in any final judgment or award shall contain a specific
provision providing for the recovery of all costs and expenses of suit or claim, including reasonable
attorneys' fees (collectively, the "Costs") incurred in enforcing, perfecting and executing such
judgment or award. For the purposes of this Section, Costs shall include, without implied
limitation, reasonable attorneys' and experts' fees, costs and expenses incurred in the following:
(i) post judgment motions and appeals, (ii) contempt proceedings, (iii) garnishment, levy and
debtor and third party examination; (iv) discovery; and (v) bankruptcy litigation. This Section shall
survive the Closing of Escrow.
(12) Time of Essence. Time shall be deemed of the essence with respect to consummating
the transactions contemplated under this Agreement on the Closing Date and with respect to all
other obligations of City and Prostor hereunder.
(13) Counterparts. This Agreement may be executed in one or more counterparts each of
which shall be deemed an original but all of which shall constitute one and the same Agreement.
The Parties contemplate that they may be executing counterparts of this Agreement transmitted
by facsimile or email in PDF format and agree and intend that a signature by email in PDF format
shall bind the Party so signing with the same effect as though the signature were an original
signature.
(14) Waiver. Except as otherwise provided herein, the failure of Prostor or City to insist upon
or enforce any of their respective rights hereunder shall not constitute a waiver thereof.
(15) Construction. Each Party acknowledges that the Parties have participated equally in the
drafting of this Agreement and that accordingly, no court construing this Agreement shall construe
it more stringently against one party than the other.
(16) Headings. The captions used herein have been included for convenience of reference
only and shall not be deemed to vary the content of this Agreement or limit the provisions or scope
of any section or paragraph hereof.
(17) Severability. Wherever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but in the event that any
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13001-000713001780v9.doc
provision of this Agreement shall be prohibited by or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
(18) Brokers. The Parties hereby warrant that they have dealt with no real estate broker in
this transaction and that no other broker or other person is entitled to any commission, finder's
fee or other similar compensation by virtue of the Parties entering into or consummating this
Agreement. Each Party hereby defends and indemnifies the other Party against any claims,
losses, liability and damages, including reasonable attorneys' fees and costs, in connection with
any commissions, finders' fees or other similar compensation sought, based upon some obligation
of the indemnifying Party with respect to this transaction. This Section shall survive the Closing.
(19) Assignment. This Agreement shall not be assigned by City without the prior written
consent of Prostor. This Agreement shall not be assigned by Prostor without the prior written
consent of City.
(20) Merger. All prior statements, understandings, letters of intent, representations and
agreements between the Parties, oral or written, are superseded by and merged in this
Agreement, which alone fully and completely expresses the agreement between Prostor and City
in connection with this transaction and which is entered into after full investigation, neither party
relying upon any statement, understanding, representation or agreement made by the other not
embodied in this Agreement.
(21) General Rules of Interpretation. Words and phrases contained herein shall be
construed according to the context and the approved usage of the English language, but technical
words and phrases, and such others as have acquired a peculiar and appropriate meaning by
law, or are defined in this Agreement, are to be construed according to such technical, peculiar,
and appropriate meaning or definition. Whenever the context requires, all words used in the
singular will be construed to have been used in the plural, and vice versa, and each gender will
include any other gender. As used in this Agreement, the word "includes or "including" means
including without limitation, the word "or" is not exclusive and the words "herein," "hereof," "hereto"
and hereunder refer to this Agreement as a whole unless the context otherwise requires, and
references herein: (a) to articles, paragraphs, sections and exhibits mean the articles, paragraphs,
sections and exhibits which are part of this Agreement as amended, supplemented or modified
from time to time to the extent permitted by the provisions thereof and by this Agreement, (b) to
an agreement, instrument or other document means such agreement, instrument or other
document as amended, supplemented or modified from time to time to the extent permitted by
the provisions thereof and by this Agreement, and (c) to a statute means such statute as
amended, supplemented or replaced from time to time. The exhibits, schedules, addenda, and
attachments which are attached to this Agreement are made a part of this Agreement.
(22) Date of Performance. If the date of the performance of any term, provision or condition
of this Agreement shall happen to fall on a Saturday, Sunday or other non -Business Day, the date
for the performance of such term, provision or condition shall be extended to the next succeeding
Business Day immediately thereafter occurring.
(23) Third Parties. This Agreement shall not be deemed to confer in favor of any third parties
any rights whatsoever as third -party beneficiaries, the Parties intending by the provisions hereof
to confer no such benefits or status.
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13001-0007\300178M.doc
(24) Acceptance of the Deeds. The delivery by Prostor of the Deed into Escrow for the
Prostor Land and the delivery by City of the Deed into Escrow for the City Land, and the Easement
Deed, and the recordings thereof by the Escrow Company in accordance with the terms and
conditions of this Agreement, shall be deemed to be the full performance and discharge of every
agreement, obligation, and covenant, guaranty, representation, or warranty on the part of Prostor
and City, respectively, to be performed pursuant to the provisions of this Agreement in respect of
the Property, except for the Surviving Obligations. Certain provisions of this Agreement, as
expressly provided herein, shall survive Closing or termination. This Section shall survive the
Closing.
(25) Notices. All notices, elections, consents, approvals, demands, objections, requests or
other communications which Prostor or City may be required or desire to give pursuant to, under
or by virtue of this Agreement (collectively, "Notices") must be in writing and sent by (a) registered
or certified mail, return receipt requested, with postage prepaid, or (b) nationally recognized
overnight courier service that provides receipted delivery service, delivery charges prepaid,
addressed to the respective party at the address for each set forth below. Notices shall be
deemed received, and the time period for which a response to any such notice must be given or
any action taken with respect thereto (including cure of any prospective Event of Default) shall
commence to run upon the earlier of (a) if sent by overnight courier, on the date of delivery if
delivered before 5:00 p.m. on a Business Day, and otherwise on the next Business Day, or (b) if
mailed, on the date of delivery as shown on the sender's registered mail or certified mail receipt.
Rejection or other refusal to accept or the inability to deliver because of changed address of which
no notice was given shall be deemed to constitute receipt of the Notice. Prostor or City may
designate another addressee or change its address for notices and other communications
hereunder by a notice given to the other in the manner provided in this Section.
To Prostor: Prostor Land, LLC
Attn. Michael Becker, Manager
4204 Caribbean Street
Oxnard, CA 93035
and
With copies to: Hunt C. Braly, Esq.
Poole Shaffery
25350 Magic Mountain Parkway
Suite 250
Santa Clarita, CA 91355
To City: City of Santa Clarita
23920 Valencia Blvd.
Santa Clarita, CA 91355
Attn: City Clerk
With copies to: City of Santa Clarita
23920 Valencia Blvd.
Santa Clarita, CA 91355
Attn: Director of Public Works
and:
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13001-0007\3001 780A d oc
Kevin G. Ennis, Esq.
Richards, Watson & Gershon
350 South Grand Avenue, Suite 3700
Los Angeles, CA 90071
(26) No Modification. This Agreement constitute the entire agreement between the Parties
with respect to the transactions contemplated hereby and supersedes all prior
understandings or agreements between the Parties as to the subject matter hereof. No
term or provision of this Agreement may be changed or waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought.
(27) Rights of the Escrow Company. If there is any dispute as to whether the Escrow
Company is obligated to deliver any monies and/or documents which it now or hereafter
holds (collectively, the "Escrowed Property") or as to whom any Escrowed Property are
to be delivered, the Escrow Company shall not be obligated to make any delivery, but, in
such event, may hold same until receipt by the Escrow Company of an authorization, in
writing, signed by all of the parties having an interest in such dispute directing the
disposition of same; or, in the absence of such authorization, the Escrow Company may
hold any Escrowed Property until the final determination of the rights of the parties in an
appropriate proceeding. Within three (3) Business Days after receipt by the Escrow
Company of a copy of a final judgment or order of a court of competent jurisdiction,
certified by the clerk of such court or other appropriate official, the Escrowed Property shall
be delivered as set forth in such judgment or order. A judgment or order under this
Agreement shall not be deemed to be final until the time within which to take an appeal
therefrom has expired and no appeal has been taken, or until the entry of a judgment or
order from which no appeal may be taken. If such written authorization is not given or
proceeding for such determination is not begun and diligently continued, the Escrow
Company shall have the right to bring an appropriate action or proceeding for leave to
deposit the Escrowed Property in court, pending such determination. In the event that the
Escrow Company places any Escrowed Property in the registry of the governing court in
and for Los Angeles County, California and files an action of, interpleader, naming the
Parties, the Escrow Company shall be released and relieved from any and all further
obligation and liability hereunder or in connection herewith. If, without gross negligence
on the part of the Escrow Company, the Escrow Company shall become a party to any
controversy or litigation with respect to the Escrowed Property or any other matter
respecting this Agreement, Prostor and City shall jointly and severally hold the Escrow
Company harmless from any damages or losses incurred by the Escrow Company by
reason of or in connection with such controversy or litigation. The provisions of this
Section shall survive the Closing or termination of this Agreement.
(28) Solicitation of Consideration. It is improper for any Prostor officer, employee or agent
to solicit consideration in any form from City with the implication, suggestion or statement
that City's provision of the consideration may secure more favorable treatment for City in
the award of this Agreement or that City's failure to provide such consideration may
negatively affect Prostor's consideration of the City's offer to sell the Property. City shall
not offer or give, either directly or through an intermediary, consideration in any form to a
Prostor officer, employee or agent who has had any involvement in the negotiation,
consummation or administration/management of this Agreement. City shall immediately
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report any attempt by a Prostor officer, employee or agent to solicit such improper
consideration. Failure to report such solicitation may result in termination of this
Agreement.
(29) No Offer or Binding Contract. The Parties agree that the submission of an unexecuted
copy or counterpart of this Agreement by one party to another is not intended by either
party to be, or be deemed to be a legally binding contract or an offer to enter into a legally
binding contract. The Parties shall be legally bound pursuant to the terms of this
Agreement only if and when the Parties have been able to negotiate all of the terms and
provisions of this Agreement in a manner acceptable to each of the Parties in their
respective sole discretion, and both Prostor and City have fully executed and delivered
this Agreement.
IN WITNESS WHEREOF, Prostor and City have caused this Agreement to be executed
and delivered, as of the Effective Date.
"Prostor":
PROSTOR LAND, LLC,
a California limited liability company
By:
Print Name: Michael Becker
Title: Manager
[NEED COPY OF LLC-1; NEED COPY OF LLC
OPERATING AGT; NEED PREFERRED SIG
BLOCK]
,1city,,:
CITY OF SANTA CLARITA,
a California municipal corporation
By:
Name: Kenneth W. Striplin, Ed.D
Title: City Manager
APPROVED AS TO FORM:
By:
Name: Kevin G. Ennis
Title: Special Counsel to
City of Santa Clarita
-17-
1 3001-0007\3001780 v9. d o c
Exhibit "A"
Form of Quitclaim Deed by City to Prostor
(showing City Land to be conveyed to Prostor)
Exhibit A-1
1 3001-0007\3001 780v9.doc
RECORDING REQUESTED BY:
City of Santa Clarita
Engineering Services Division
23920 Valencia Boulevard, Suite 140
Santa Clarita, CA 91355
WHEN RECORDED MAIL TO:
Prostor Land LLC
Michael Becker
4204 Caribbean St.
Oxnard, CA 93035
Space above this line for Recorder's use
TITLE(S)
QUITCLAIM DEED
GDE 24-00007
-14
P"
RECORDING REQUESTED BY:
City of Santa Clarita
Engineering Services Division
23920 Valencia Boulevard, Suite 140
Santa Clarita, CA 91355
WHEN RECORDED MAIL TO:
Prostor Land LLC
Michael Becker
4204 Caribbean St.
Oxnard, CA 93035
Recording Fee: ExemRtt (Government Code Section, 27383).._ . Space above this line for Recorder's use
APN NO(S): Por. 34183CL 12-14
DOCUMENTARY TRANSFER TAX: Exempt (Revenue and Taxation Code Section 11922)
The property is located in the City of Santa Clarita.
QUITCLAIM DEED
FOR A VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,
THE CITY OF SANTA CLARITA, A MUNICIPAL CORPORATION
DOES HEREBY REMISE, RELEASE, AND FOREVER QUITCLAIM TO
PROSTOR LAND, LLC, A CALIFORNIA LRv=D LIABILITY COMPANY
ANY AND ALL RIGHTS DEDICATED AND/OR GRANTED TO THE CITY OF SANTA CLARITA, A
MUNICIPAL CORPORATION, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA AS DESCRIBED IN THE ATTACHED EXHIBIT "A" AND "C" AND SHOWN IN THE
ATTACHED EXHIBIT "B" AND "D;"
THE CITY OF SANTA CLARITA, A MUNICIPAL CORPORATION
KENNETH W. STRIPLIN, CITY MANAGER
DATE:
CALIFORNIA•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
Date
personally appeared
before me,
Name of Notary
Name(s) of Signer(s)
Notary Public,
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.
Place Notary Seal Above
I certify under PENALTY OF PERJURY under
the laws of the State of California that the
foregoing paragraph is true and correct.
Signature
WITNESS my hand and official seal.
Signature of Notary Public
----------------------------------- OPTIONAL ----------------------------------------------
Though the information below is not required bylaw, it may prove valuable to person relying on the document
and could preventfraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Individual
❑ Corporate Officer--Title(s):
❑ Partner -- ❑ Limited ❑ General
❑ Attorney -in Fact MRIMEN
❑ Trustee I Top of thumb here
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Number of Pages:
Signer's Name:
❑ Individual
❑ Corporate Officer -- Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Attorney -in Fact
❑ Trustee Top of thumb here
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL FEE-1:
A portion of land in the City of Santa Clarita, County of Los Angeles, State of California, being a
portion of Block 194 of Tract No. 1078, as per map recorded in Book 18 Page 169 of Maps, also
being described in deeds to County of Los Angeles, recorded May 25, 1960 per Instrument No.
110 in Book D856, Page 887 and Instrument No. 342 in Book D856, Page 977 of Official
Records in the Office of the County Recorder of said County.
Lying within the following described land:
Beginning at the most westerly corner of the land described in said Instrument No. 342; thence,
along the northwesterly line of said land,
1st. NORTH 12042'17" EAST 150.84 feet to a point on the southwesterly line of the land
described in resolution to County of Los Angeles, recorded June 11, 1971 per
Instrument No. 3414 of Official Records; thence,
2nd. Along said southwesterly line, SOUTH 32015'52" EAST 226.09 feet to a point on the
southwesterly line of the land described in said Instrument No. 110; thence,
3rd. Along the southwesterly line of said Instrument No. 110 and 342, NORTH 74°01'51"
WEST 160.04 feet to the True Point of Beginning.
Containing an area of 12,051 square feet, more or less.
Signature: -jAanL C-rCJaee4k Date
Shane C. Sobecki, PLS
EXHIBIT "B"
EXHIBIT MAP -
Parcel 1
PARCEL MAP No.3602
8K.54 PG.73
INST. No. 342
BK D856 PG 977 O.R.
POB
N?4�01:5I-Iv
Parcel 3
PARCEL MAP No.3602
BK.54 PG.73
NN
Z%
25' 50' a SHANE C. SOBECKI
o. 9041
SCALE: 1"=50'
E. Thousand Oaks Blvd. 9l Q�
Suiteto5 � OF CA\-\ �,o
ENGINEERS I N C Thousand Oaks. CA 91360
ENGINEERING I SURVEYING Phone: 805-648-4840
CONSTRUCTION MANAGEMENT www.mnsengineers.com
CISCL.180375.00'2024-11 04 RD ESMTs BECKER V2.dwg' 11/14/2024 *SG'E-FILE
RESOLUTION TO SET ASIDE
LAND FOR ROAD PURPOSES
- REC'D JUNE 11, 1971 PER
INST. NO. 3414 O.R.
[EMBERBROOK DRIVE 2-27A]
INST. No. 110
BK D856 PG 887 O.R.
LEGEND
POB Point of Beginning
® ±12,051 SQ. FT.
EXHIBIT "C"
LEGAL DESCRIPTION
PARCEL FEE-3:
A portion of land in the City of Santa Clarita, County of Los Angeles, State of California, being a
portion of Parcel 12-14 described in the final order of condemnation recorded January 24, 1972
per Instrument No. 2714 of Official Records in the Office of the County Recorder of said County.
Lying within the following described land:
Commencing at the most westerly corner of Parcel 3 desribed in the corporation quitclaim deed
recorded October 30, 1985 per Instrument No. 85-1286457 of Official Records; thence, along
the northwesterly line of said Parcel 3, NORTH 12042'17" EAST 284.91 feet to a point on the
northwesterly line of said Parcel 12-14, thence, along said northwesterly line, SOUTH 57043'42"
WEST 53.76 feet to the True Point of Beginning; thence, along the northwesterly,
southwesterly, and southeasterly boundaries of said Parcel 12-14, the following eleven (11)
courses:
1 St. SOUTH 57043'42" WEST 201.80 feet;
2nd. NORTH 32016'18" WEST 15.00 feet;
3rd. SOUTH 57043'42" WEST 90.00 feet;
4th. SOUTH 32'16'18" EAST 15.00 feet;
5th. SOUTH 57043'42" WEST 13.08 feet;
6th. SOUTH 32016'02" EAST 100.00 feet;
7th. NORTH 57043'42" EAST 13.09 feet;
8th. SOUTH 32016'18" EAST 15.00 feet;
9th. NORTH 57043'42" EAST 90.00 feet;
10th. NORTH 32016'18" WEST 15.00 feet;
11th. NORTH 57043'42" EAST 3.43 feet; thence, leaving the southeasterly line of said Parcel
12-14,
12th. NORTH 11 045'55" EAST 48.70 feet; thence,
13th. NORTH 26°30'27" EAST 32.89 feet; thence,
14th. NORTH 38021'45" EAST 144.57 feet to the True Point of Beginning.
Containing an area of 21,002 square feet, more or less.
Signature: Date:
Shane C. Sobecki, PLS
EXHIBIT "D"
EXHIBIT MAP
TPOB
Parcel 3
PARCEL MAP No.3602
BK.54 PG.73
N32° 16' 18"W
15.00' -/,
NT3�
A.
gp�p
A,
�v
2
PARCEL 12-14
S32°16'18'E
(LYONS AVE.)
LU
15,00'
PER INST, 2714 O.R.
BK.D4329 PG.935
h
0.40
S57°43'42"W
v v
13.08'
2
N57°43'42"E
;'00
3.43'
� -00.
N32°16'18"W
pp�p,L�
15.00'
N57°43'42"E J
N
13.09'
S32°16' 0
a\oNp1.
15.0.00'
LAND
S
G�
�C0
0 25' 50'
a SHANE C. SOBECKI
.9041
SCALE: V =50'
100 E. Thousand Oaks Blvd.
suiteto5
9l
F
OF CAL\�p�
ENGINEERS INC
I housand Oaks, CA 91360
ENGINEERI NG i SURVEYING
Phone: 805-648-4840
CONSTRUCTION MANAGEMENT
www.mnsengineers.com
CISCL.180375.00.2024-11 04 RD ESMTs BECKER V2.dwg' 11/1412024 • RCS' E-FILE
POC
Parcel 4
PARCEL MAP No.3602
BK.54 PG.73
INST. No.
85-1286457 O.R.
PARCEL 3
LEGEND
POC Point of Commencement
TPOB True Point of Beginning
PARCEL FEE-3
±--21,002 SQ.
Exhibit "B"
Forms of Quitclaim Deed to City and Easement Agreement(s) to City
(showing Prostor Land to be conveyed to City, and easement areas)
Exhibit B-1
1 3001-0007\3001 780v9.doc
RECORDING REQUESTED BY:
City of Santa Clarita
Engineering Services Division
23920 Valencia Boulevard, Suite 140
Santa Clarita, CA 91355
WHEN RECORDED MAIL TO:
Mary Cusick, City Clerk
City of Santa Clarita
23920 Valencia Boulevard, Suite 120
Santa Clarita, CA 91355
Space above this line for Recorder's use
TITLE(S)
QUITCLAIM DEED
GDE 24-00008
RECORDING REQUESTED BY:
City of Santa Clarita
Engineering Services Division
23920 Valencia Boulevard, Suite 140
Santa Clarita, CA 91355
WHEN RECORDED MAIL TO:
Mary Cusick, City Clerk
City of Santa Clarita
23920 Valencia Boulevard, Suite 120
Santa Clarita, CA 91355
Recording Fee: Exempt (Government Code Section 27383) Space above this line for Recorder's use
APN NO(S): 2833-005-020
DOCUMENTARY TRANSFER TAX: Exemppt. (Revenue and Taxation Code Section 11922)
The property is located in the City of Santa Clarita.
QUITCLAIM DEED
FOR A VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,
PROSTOR LAND LLC. A CALIFORNIA LIMITED LIABILITY COMPANY
DOES HEREBY REMISE, RELEASE, AND FOREVER QUITCLAIM TO
THE CITY OF SANTA CLARITA. A MLMCIPAL CORPORATION
ANY AND ALL RIGHTS DEDICATED AND/OR GRANTED TO THE PROSTOR LAND LLC, A CALIFORNIA
LIMITED LIABILITY COMPANYIN THE CITY OF SANTA CLARTTA, COUNTY OF LOS ANGELES, STATE
OF CALIFORNIA AS DESCRIBED IN THE ATTACHED EXHIBIT "A" AND SHOWN IN THE ATTACHED
EXHIBIT " B;"
PROSTOR LAND LLC. A CALIFORNIA LIMITED LIABILITY COMPANY
DATE:
MICHAEL A. BECKER, MANAGER
CALIFORNIA ALL-PURPOSEACKNOWLEDGMENT
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
Date
personally appeared
before me,
Name of Notary
Name(s) of Signer(s)
Notary Public,
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
Place Notary Seal Above Signature of Notary Public
---------------------------------------- OPTIONAL ----------------------------------------------
Though the information below is not required by law, it may prove valuable to person relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Individual
❑ Corporate Officer --Title(s):
❑ Partner -- ❑ Limited ❑ General
❑ Attorney -in Fact
❑ Trustee Top of thumb here
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Number of Pages:
Signer's Name:
❑ Individual
❑ Corporate Officer -- Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Attorney -in Fact
❑ Trustee Top of thumb here
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL FEE-2:
A portion of land in the City of Santa Clanta, County of Los Angeles, State of California, being
Parcel 4 of Parcel Map No. 3602, as per map recorded in Book 54 Page 73 of Parcel Maps in
the Office of the County Recorder of said County.
Signature:
Shane C. Sobecki, PLS
Date:. 9/20/2024oS
a SHANE C. SOBECKI "0
No. 904 t
D 25' 50' a SHANE C. SOBECKI
No. 9041
SCALE: 1 " =50' <n 2//
.,
100 E. Thousand Oaks Blvd.
�T
��fill
SuRe 105
F �OQ� PARCEL FEE-2
OF �Al�
ENGINEERS INC
Thousand Oaks, CA91360
ENGINEERING I SURVEYING
Phone: 805-648-4840
CONSTRUCTION MANAGEMENT
www.mnsengineers.com
CISCL780375.00' 2024-11-04 RD ESMTs BECKER V2.dwg •
11/4/2024 - SG `E-FILE
CITY OF SANTA CLARITA
CERTIFICATE OF ACCEPTANCE
FOR
QUITCLAIM
NTERESTS IN REAL PROPERTY BEING CONVEYED PER THE
L_ rlk A iD . 20 BY THE OWNER, PROSTOR LAND LLC.
A CALIFORNIA LIMITED LIABILITY COMPANY, TO THE CITY OF SANTA CLARITA, A MUNICIPAL
CORPORATION, IS HEREBY ACCEPTED BY THE UNDERSIGNED OFFICER OR AGENT ON BEHALF OF
THE CITY COUNCIL OF THE CITY OF SANTA CLARITA PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION NO.88-119 OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA ADOPTED ON
AUGUST 25,1988 AND THE GRANTEE CONSENTS TO RECORDATION THEREOF BY IT'S DULY
AUTHORIZED OFFICER.
DA
MARY CUSICK, CITY CLERK
CITY OF SANTA CLARITA
RECORDING REQUESTED BY:
City of Santa Clarita
Engineering Services Division
23920 Valencia Boulevard, Suite 140
Santa Clarita, CA 91355
WHEN RECORDED MAIL TO:
Mary Cusick, City Clerk
City of Santa Clarita
23920Valencia Boulevard, Suite 120
Santa Clarita, CA 91355
Spaceabove this linefor Recorder's use
DEDICATION AND GRANT OF EASEMENT
FOR PUBLIC USE AND ROAD PURPOSES
EAS NO. 24-00034
RECORDING REQUESTED BY:
City of Santa Clarita
Engineering Services Division
23920 Valencia Boulevard, Suite 140
Santa Clarita, CA 91355
WHEN RECORDED MAIL TO:
Mary Cusick, City Clerk
City of Santa Clarita
23920Valencia Boulevard, Suite 120
SANTA CLARITA, CA 91355
Recording Fee: Exempt (Government Code Section 27383) Space above this line for Recorder's use
A PN N 0(S): Por. 2833-005-024
DOCUMENTARY TRANSFER TAX: Exempt (Revenue and Taxation Code Section 11922)
The property is located in the City of Santa Clarita.
DEDICATION AND GRANT OF EASEMENT
FOR PUBLIC USE AND ROAD PURPOSES
FOR A VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,
PR_OSTOR LAND LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
DO(ES) HEREBY DEDICATE AND GRANT TO
THE CITY OF SANTA CLARITA, A MUNICIPAL CORPORATION
AN EASEMENT FOR PUBLIC USE AND ROAD PURPOSES, AND ALL USES INCIDENT THERETO,
INCLUDING THE RIGHT TO MAKE CONNECTIONSTHEREWITH FROM ANY ADJOINING PROPERTIES,
UPON, OVER, AND ACROSSTHE REAL PROPERTY IN THE CITY OF SANTA CLARITA, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA AS DESCRIBED IN THE ATTACHED EXHIBIT "A" AND SHOWN IN
THE ATTACHED EXHIBIT "B;"
PROSTOR LAND LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
DATE:
MICHAEL A. BECKER
Manager
CALIFORNIA••ACKNOWLEDGMENT
::::::::::::::P;00.:::::::::::::::::::::::: ... ;r:-
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
Date
personally appeared
before me,
Name of Notary
Name(s) of Signer(s)
Notary Public,
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.
Place Notary Seal Above
I certify under PENALTY OF PERJURY under
the laws of the State of California that the
foregoing paragraph is true and correct.
Signature
WITNESS my hand and official seal.
Signature of Notary Public
---------------------------------------- OPTIONAL ----------------------------------------------
Though the information below is not required by law, it may prove valuable to person relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Individual
❑ Corporate Officer --Title(s):
❑ Partner -- ❑ Limited ❑ General
❑ Attorney -in Fact
❑ Trustee TOP OF THUMB HERE
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Number of Pages:
Signer's Name:
❑ Individual
❑ Corporate Officer -- Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Attorney -in Fact
❑ Trustee TO P OF THUMB HERE
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
EXHIBIT "A"
LEGAL DESCRIPTION
DEDICATION AND GRANT OF EASEMENT FOR PUBLIC USE AND ROAD PURPOSES
IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA
PARCEL RE-2:
A portion of land in the City of Santa Clarita, County of Los Angeles, State of California, being a
portion of Parcel 3 of Parcel Map No. 3602, as per map recorded in Book 54 Page 73 of Parcel
Maps in the Office of the County Recorder of said County.
Lying within the following described land:
Commencing at the most westerly corner of Parcel 3 desribed in the corporation quitclaim deed
recorded October 30, 1985 per Instrument No. 85-1286457 of Official Records; thence, along
the northwesterly line of said Parcel 3, NORTH 12'42'17" EAST 284.91 feet to a point on the
northwesterly line of Parcel 12-14 described in the final order of condemnation recorded
January 24, 1972 per Instrument No. 2714 of Official Records, said point also being the True
Point of Beginning; thence, along said northwesterly line,
1 St. SOUTH 57°43'42" WEST 26.16 feet; thence,
2nd. NORTH 40'13'51" EAST 31.51 feet; thence,
3rd. NORTH 20°17'24" EAST 29.88 feet to a point on the northwesterly line of said Parcel 3
of the corporation quitclaim deed; thence,
4th. Along said northwesterly line, SOUTH 12.42" 7" WEST 39.07 feet to the True Point of
Beginning.
Containing an area of 201 square feet, more or less.
Signature: A4,01t- ( - Date: 10/30/2024
Shane C. Sobecki, PLS
�? SHANE C. SOBECKI
c No. 9041
�k
�11, ''- LEGEND
0 25' 50' o POC Point of Commencement
a SHANE C. SOBECKI
No. 9041 TPOB True Point of Beginning
SCALE: 1 " =50' v
100 E. Thousand Oaks Blvd. yTN, ,
Suite 105 c
ENGINEERS INC
F CAA
I housand Oaks, CA 91360
ENGINEERING I SURVEYING
Phone: 805-648-4840
CONSTRUCTION MANAGEMENT
www.mnsengineers.com
CISCL.180375.00' 2024-11-04 RD ESMTs BECKER V2.dwg' 111412024' SG' E-FILE
PARCFI RF-9
/,/
CITY OF SANTA CLARITA
CERTIFICATE OF ACCEPTANCE
FOR
DEDICATION AND GRANT OF EASEMENT FOR PUBLIC USE AND ROAD PURPOSES
THIS IS TO CERTIFY THATTHE DEDICATION AND GRANT OF EASEMENT FOR PUBLIC USE AND
ROAD PURPOSES BEING CONVEYED PER THE ATTACHED DOCUMENT DATED
20 BY THE OWNER, PROSTOR LAND LLC, A CALIFORNIA LIMITED LIABILITY COMPAN Y,TOTHE
CITY OF SANTA CLARITA, A MUNICIPAL CORPORATION, IS H EREBY ACCEPTED BY THE
UNDERSIGNED OFFICER OR AGENT ON BEHALF OF THE CITY COUNCIL OF THE CITY OF SANTA
CLARITA PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION NO. 88-119OF THE CITY
COUNCIL OF THE CITY OF SANTA CLARITA ADOPTED ON AUGUST 25, 1988AND THE GRANTEE
CONSENTS TO RECORDATION THEREOF BY ITS DULY AUTHORIZED OFFICER.
DATE:
MARY CUSICK, CITY CLERK
CITY OF SANTA CLARITA
RECORDING REQUESTED BY:
City of Santa Clarita
Engineering Services Division
23920 Valencia Boulevard, Suite 140
Santa Clarita, CA 91355
WHEN RECORDED MAIL TO:
Mary Cusick, City Clerk
City of Santa Clarita
23920 Valencia Boulevard, Suite 120
Santa Clarita, CA 91355
Space above this line for Recorder's use
DOCKWEILER DRIVE EXTENSION PROJECT
DEDICATION AND GRANT OF EASEMENT FOR
TEMPORARY CONSTRUCTION PURPOSES
EAS NO.24-00035
13001-0007/ 3034329.3
Recording Fee: Exempt (Government Code Section 27383) Space above this line for Recorder's use
APN NO(S):2833-005-026, 233-005-024, 2833-005-904, and 283-005-022
DOCUMENTARY TRANSFER TAX: Exempt (Revenue and Taxation Code Section 11922)
The property is located in the City of Santa Clarita.
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
This GRANT OF TEMPORARY CONSTRUCTION EASEMENT ("Easement Agreement") is
executed by Prostor Land LLC, a California Limited Liability Company, ("Grantor") in favor of the
CITY OF SANTA CLARITA, a California municipal corporation, ("Grantee").
RECITALS
A. Grantor is the fee owner of that certain real property located in the City of Santa Clarita,
County of Los Angeles, State of California ("Grantor Property") described in Exhibit "A," attached
hereto.
B. Concurrently herewith, Grantor has conveyed to the Grantee certain road, slope and
drainage easements to City (the "Prostor Easements") in connection with the Dockweiler Drive
Extension Project ("Project"), a multi -phased capital improvement project being coordinated by the
City and The Master's University and would extend Dockweiler Drive from its existing terminus on the
east to Railroad Avenue at 131h Street on the west in Santa Clarita, California.
C. In connection with the Project, Grantor has agreed to grant to Grantee a temporary
construction easement for the construction of the Project, including temporary access purposes and to
provide a work area for contractors during the construction period of the Project, all as more
particularly described below, for use by Grantee to complete the Project.
NOW THEREFORE, in consideration of the foregoing recitals, and other consideration, the
sufficiency of which is hereby acknowledged, the Grantor does hereby grant to Grantee a non-exclusive
construction easement ("TCE") on that certain portion of Grantor's Property described more
particularly and depicted in Exhibit "B," which are attached hereto and incorporated herein by this
reference ("TCE Area"), subject to the following terms and conditions.
1. Scope of TCE; Use. Grantor's grant to Grantee of the TCE is for the use of the TCE Area
by Grantee, its contractors, agents, representatives, and employees and others deemed necessary by
13001-0007/3034329.3 -1-
Grantee ("Grantee Designees") to facilitate the construction of the Project. Grantee and Grantee
Designees are authorized to use the TCE Area to facilitate the construction of the Project, including
ingress and egress, temporary access to and from the road project area, a work area for construction
activity, to facilitate the movement of construction equipment for the Project and to store material,
equipment, and stage materials and equipment as necessary for the Project.
2. Term. The term of Grantee's use of the TCE Area will commence thirty (30) calendar
days from the date upon which Grantee or its authorized representative provides Grantor with written
notice of Grantee's intent to commence its use of the TCE Area ("Commencement Date"). The term of
the TCE shall terminate on the earliest of: (i) the date upon which Grantee notifies Grantor in writing
that Grantee no longer needs the TCE, or (ii) three (3) years from the Commencement Date of the TCE
("Termination Date"), subject to extension by Grantee under Section 3 below.
3. Option to Extend Term. Grantee may extend the term of the TCE by up to six (6)
months, on a month -to -month basis, by providing Grantor fifteen (15) calendar days' notice before the
Termination Date ("Extension Term.")
4. Compensation. Grantor acknowledges that the TCE is granted in consideration of other
terms included in the Real Property Exchange Agreement between Grantor and Grantee, including the
transfer of other real property by Grantee to Grantor, and therefore no compensation shall be owning
to Grantor for the TCE or for use of the TEC Area during the Term or Extended Term.
5. No Liens. In consideration for the use of the TCE, Grantee will keep the TCE Area and
Grantor's Property free of any liens, including without limitation, liens by contractors, subcontractors,
or suppliers, engineers, architects, surveyors, or others that may have lien rights for work arising out of
Grantee's use of the TCE in connection with the construction of the Project. If any such lien is filed on
the TCE Area or any portion of Grantor's Property in connection with Grantee's use of the TCE for the
Project, Grantee will, at its sole cost and expense, have the lien released and discharged of record in a
matter satisfactory to Grantor within 45 calendar days of receiving notice of the lien. If Grantee fails to
remove the lien within such 45-day period, Grantor will have the right to remove or bond over the lien,
and Grantee, upon demand, will reimburse Grantor for all reasonable costs and expenses, including
without limitation reasonable attorneys' fees incurred by Grantor in connection with such removal or
bond.
6. Grantee's Obligations at End of Term. Grantee agrees that promptly after the
Termination Date as it may be extended pursuant to the terms hereof, Grantee will leave the TCE Area
in a condition as close as possible to condition that existed in the TCE Area at the Commencement
Date, including the removal of any equipment or material stored on the TCE Area in connection with
the Project, and shall take such actions as reasonably necessary to evidence and give effect to the
expiration of the TCE, including without limitation, the recording by Grantee of a termination
document, if requested by Grantor.
7. Insurance. Grantee is an authorized self -insured public entity for purposes of
Professional Liability, General Liability, Automobile Liability and Worker's Compensation and
warrants that through its respective programs of self-insurance, Grantee has adequate coverage or
resources to protect against liabilities arising out of the performance of the terms, conditions or
obligations of Grantee pursuant to the Grant of TCE. Prior to entry onto the TCE Area, Grantee will
13001-0007/3034329.3 -2-
OWN
cause its contractor for the Project to procure and maintain a policy of commercial general liability
insurance issued by an insurer reasonably satisfactory to Grantor covering the use by and activities of
Grantee's Designees with a single limit of liability (per occurrence and aggregate) of not less than
$2,000,000, and to deliver to Grantor a certificate of insurance and copy of additional insured
endorsement naming Grantor as named additional insured, evidencing that such insurance is in force
and effect, and evidencing that Grantor has been named as an additional insured thereunder with
respect to the use by Grantee's Designees of the TCE. Such insurance will be maintained in force
throughout the term of the TCE.
8. Notices. All notices or other communications required or permitted between the Parties
hereunder shall be in writing, and shall be (i) sent by United States registered or certified mail, postage
prepaid, return -receipt requested, or (ii) sent by nationally recognized overnight courier service (e.g.,
Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the
address(es) provided below, subject to the right of any Party to designate a different address for itself
by notice similarly given. Any notice so given by registered or certified United States mail shall be
deemed to have been given on the third business day after the same is deposited in the United States
mail. Any notice not so given by registered or certified mail, such as notices delivered by personal
delivery, or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the
Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver
because of changed address of which no notice was given shall be deemed to constitute receipt of the
notice or other communication sent.
To Grantee: City of Santa Clarita
23920 Valencia Boulevard
Valencia, California 91355
Attention: City Clerk
Telephone:
To Grantor: Prostor Land LLC, a California Limited Liability Company
4204 Caribbean Street
Oxnard, CA 93035
Telephone:
9. Permits. Grantee shall be responsible for securing and maintaining all necessary permits
and approvals from other appropriate local, state and federal agencies for its use of the TCE Area, and
Grantee shall comply with all applicable laws and regulations concerning its use of the TCE Area.
10. Indemnification. Grantee will, and will cause its contractor for the Project to, indemnify,
defend and hold Grantor harmless from any and all liability for loss, damages, costs, expenses,
demands, causes of action, claims or judgments, arising from or arising out of or in any way connected
with the entry, access and use of the TCE by said contractor and its designees in connection with the
exercise of the rights granted under this Grant of TCE or any breach of Grantee's or Grantee's
contractor's obligations under this Grant of TCE, and will reimburse Grantor for all reasonable costs,
expenses and losses, including reasonable attorneys' fees, incurred by Grantor in consequence of any
claims, demands and causes of action that may be made or brought against Grantor arising out of the
13001-0007/3034329.3 -3-
entry on and use of the TCE Area by said contractor and/or its designees in connection with the Project
or any breach of Grantee's or its contractor's obligations under this Easement Agreement.
11. Amendments. This Easement Agreement may only be amended by a writing executed
by both Grantor and Grantee and recorded in the Official Records of the County of Los Angeles.
12. Non -Interference. Grantor shall not, nor shall Grantor permit others to, erect, place, or
maintain any improvement, or undertake any other activity, which may interfere with Grantee's rights
pursuant to this Easement Agreement.
13. Governing Law; Venue. This Easement Agreement shall be construed in accordance
with the laws of the State of California. Any and all legal actions brought to enforce or interpret the
terms and provisions of this Agreement shall be commenced exclusively in a court of competent
jurisdiction in the County of Los Angeles.
14. Runs with TCE Area Land; Binds Successors. Assigns and Successors -in -Interest. This
Easement Agreement will be binding upon and inure to the benefit of the heirs, executors,
administrators, successors and assigns, and successor -in -interest of the Parties hereto, and shall
encumber and "run with" the TCE Area land.
15. Severabili1y. If any part, term or provision of this Easement Agreement is held by a
court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining
provisions will not be affected, and the rights and obligations of the Parties will be construed and
enforced as if this Easement Agreement did not contain the particular part, term, or provision held to
be invalid.
16. Time is of the Essence. Time is of the essence of the Grantor's obligation to complete the
Project within the Tern and Extended Term.
17. Acceptance of Terms of Grant of TCE. By executing the Certificate of Acceptance for this
TCE, Grantee accepts the above terms and conditions of the grant of the TCE.
IN WITNESS WHEREOF Grantor has executed this Easement Agreement on the day and year
written below and has agreed to be bound by the terms and provisions hereof.
GRANTOR:
Prostor Land LLC, a California Limited Liability Company
by: Michael Becker, Manager
13001-0007/3034329.3 -4-
CALIFORNIAALL-PURPOSE• 1
OEM
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
Date
personally appeared
before me,
Name of Notary
Name(s) of Signer(s)
Notary Public,
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
Place Notary Seal Above Signature of Notary Public
---------------------------------------- OPTIONAL ----------------------------------------------
Though the information below is not required by law, it may prove valuable to person relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Individual
❑ Corporate Officer --Title(s):
❑ Partner -- ❑ Limited ❑ General
❑ Attorney -in Fact
❑ Trustee TOP OF THUMB HERE
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Number of Pages:
Signer's Name:
❑ Individual
❑ Corporate Officer -- Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Attorney -in Fact
❑ Trustee TOP OF THUMB HERE
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
13001-0007/3034329.3
-5-
EXHIBIT "A"
LEGAL DESCRIPTION OF GRANTOR'S PROPERTY
[To be provided prior to execution and recordation]
13001-0007/3034329.3
EXHIBIT "B"
LEGAL DESCRIPTION AND DEPICTION OF
TEMPORARY CONSTRUCTION EASEMENT
[See attached]
13001-0007/3034329.3
EXHIBIT "B"
LEGAL DESCRIPTION
GRANT OF EASEMENT FOR TEMPORARY CONSTRUCTION PURPOSES
IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA
PARCEL T[=E-1:
A portion of land in the City of Santa Claritac, Counter of Los Angeles. State of California. being a
portion. of Block 191 of Tract No. 1078. as per neap, recorded in Book 18 Page 169 of Maps in
the Office of the C:ountv Recorder of said Countv.
L }Wing ,.0htn the folio -wing described land-
Beginning at the northeasterly teminus. of that course shown as having a bearing and distance
of N57'0s3'00"E ' 25,00 feet. on the northwesterly line of Parcel t as shown on Parcel Map No_
36,02, filed in gook 54, PNe 73 of Parcel Maps, Records of Los Angeles County,- thence,
1st- Along said rorthwes:erly l,re SOU T H 57-43 42' WF-ST 31,71 feet, ther-:ce,
2nd. SOUTH 32-16-18" EAST 16,00 feet; therce,
3rd. SOUTH 57'43 42" VVF ST 65,00 feet; thence,
4th NORTH 32' 16" 8 V.1'EST 16,00 feet to a pant on said northvvesterty= line; thence.
5. th. Along said northwesterly line SOUTH 57'43 42" WFST 30,58 feet, t^erce,
girth_ SOUTH 32' 16 18' EAST 28,75 feet, therce.
7th_ NORTH 57`43'42 CAST IC5.91 feet theme,
8th. NORTH 32` 16''.8' WEST 10,00 feet; thence
9th. NORTH 57`43'42 EAST 35.02 feet to the beginning of a norrtangent curve: thence,
10th_ Along the arc of said curve having a radius of 15.00 feet, being concave southwesterly
having a radial bearing of NORTH 33'06'15' EAST with a central angle o+ 24`37'53' in a
sorttheasterty direction a distance of 6_45 feet: thence,
I tth_ SOUTH 32-15'52" EAST 537,3E feet; ttrerce
'12th_ SOUTH 12'4217" WES1 28.65feet; thence.
1 Ah_ SOUTH 20-17'24" WEST 27.46 feet: thence,
14th_ SOUTH 40'13'51" WEST 28,22 feet; thence,
15th. SOUTH 57-43'42" WEST 27,76 feet: thence,
Ibth_ SOUTH 38'21 45'WEST 147.32 feet; thence,
17th_ SOUTH 26'30`27" WEST 35.22 feet; thence,
'I8th_ SOUTH 11 '45'55" WEST 80,53 feet to a point on the northwesterly line of Parcel 4 per
said Parcel Map No. 3602: thence, along the northwesterly line of said Parcel 4 the
following three (3) caurses:
19th_ NORTH 57`43'42 ti-ASf 24,99 feet ?hence.
20th_ NORTH 32` 16' 18 WEST 15.00 feet; thence,
2 Ist NORTH 57'43'42 EAST 3.43 feet; thence, leaving said northwesterty line,
22nd. NORTH 11'45'55' EAST 48, 70 feet thence.
23rd_ NORTH 26'30'27 EAST 32.89 `pet. thence.
24th_ NORTH 38`21`45 EAST 144,57 `eet thence.
25th_ NORTH 57`43'42 EAST 27.660 feetthence.
26th. NORTH 40`13'51' EAST31,5' feet thence,
27th. NORTH 20`17'24 EAST 29.85 feet: thence.
28th. NORTH 12'42 , / EAST 33,45 feet thence.
29th_ NORTH 32` 15'52 VVEST 541,50 feet to trie beginning c-+ a tangent curve: thence..
13001-0007/3034329.3
EXHIBIT "B"
LEGAL DESCRIPRON
i;CONTiNUEDl
-Mffi- Along the arc of said curve having a radius of 25.00 feet, being concave southwesterly
naving a central angle of 90'O0'25', in a northwesterly direction a distance of 39,27 fee:
to the Point of Beginning,
Containing an area of 11,981 sgL"e feet, more or less.
Signature_ _ - `�a�u �':� Date_
Shane C. Sobecki, PLS -
13001-0007/3034329.3
FX••IGIT TV
XI tI31— MAP
GRANT OF EASEiv1EN— FOR T-kAPORARY CONSTRI C TION PURPOSES
IN THE CITY OF SANTA CLARI iA. BOUNTY OF LOS ANGE-ES. STATE OF CALIFORNIA
.� d=9da0Q/
Poeto0. S. -
,\ Q
0
'ar�tl
`''•� PARCEL MAP No,3eo2
BK,54 PG, 13
i
1-1
Line and Curve Table
L wr-urve * Length Bem mWt)elts ! Radius
C1 6,45' 24'37'63" "5100
L1 16,00 532'16'14-E
L2 16.00 N32* 1611 WW j
L3 10,30 N32-16'18'W
L4 35.02 N51'43'42"E
1►
Parcel 3
PARCEL MAP No.3602
SK,54 PG.73
f J S-tk%F 4, S"16FCKI
',CALE: 1"=50' ; No, 9041
1 W c. I hc�s s+� Qa�s plod.
fv::I*FfaaInc. thaasana Oaks L'A s1 me
+t'*ncW 6464asa
k'CL. i MU � 5.27 • iC:,.4'•1 1 8£CKER rRI. V F S?r,. a y ' . • AMU - SG ' EALF
p��ERrtq CyM Rf?
INS T. h,, 342
t% BK D856 °G 977 O.P.
LEGEND
POB Point of Beginning
RAO Radial Bearing
PARCEL TCE-1
±11,981 SQ. FT.
13001-0007/3034329.3
EXHIBII "B G
EXHIBIT MAP
CiRAN— 07 FASF'v1FVT FOR TEMPORARY CCNS-RLJC-ION Pi1RPOSFS
IN TI+^ CITY OF SANTA Cl ARFA COUNTY O- L OS ANGELES S TA.Tu OF CAi IFORNIA
s f INST. N<:, 85-1286AS7 O.H.
�i
PARCEL 3
F-1 col 3 S17'4?`1?"v':25,E}5 N12'42'1T't33,45
PARCEL fNA=' N_•,3602
BK,541'G,73 - N20°17-24"E 29.88
S20' 1 724 W 27,46' —�-
S40'13'51'W 28.22
S57'43'42'W 27 76' N40'1751'E 31,51'
N57'43'42 L 2-1,60'
1
1'(LYO L I F-VI-.'
(LYO J
r r NS A,)
`f a INS-. ?y99 n,,a,
a i 1 l
1
I
II
y s. i
— N26.302T': 32,.50 f
,'t li lr\S:. 2114 U,H, p f ?
9K, WJ29 PG,935 :� 1,451, No,
'411'45'5E''_ 48,70' v 45-t286457 D.R.
r h m PARM ? N
Nb1'434,2"L v
u� 3.43, aU
N32' 16' 18'V
��
Q
15.00'
N57'43'42"E 24.99' LAha i. 2S�' r.G'
CL
'1C;.4LE 1" =5';1
4 SI+Air'E Cl SOWKI
No, 9041
i00 F,-'ralsYrc Jau RIA, j}
PARCEL TCE_1
E%BINEER9 INt °N^o Gw.r. C." :ii Ucl
iW'rL%OYc[�eIMr! f>11pflr-7S-'°.4&�LBaO
FT,
F6
7:M1]Cr•w![ucr-lrby.
5,L1W375.00'2024-1Wl_BL1KL4IPJ
13001-0007/3034329.3
CERTIFICATE OF ACCEPTANCE
OF
TEMPORARY CONSTRUCTION EASEMENT PURPOSES
THIS IS TO CERTIFY THAT THE TEMPORARY CONSTRUCTION EASEMENT BEING
CONVEYED PER THE ATTACHED DOCUMENT DATED , 20
BY THE MANAGER OF PROSTOR LAND LLC, A CALIFORNIA LIMITED LIABILITY
COMPANY, TO THE CITY OF SANTA CLARITA, A MUNICIPAL CORPORATION, IS
HEREBY ACCEPTED BY THE UNDERSIGNED OFFICER OR AGENT ON BEHALF OF
THE CITY COUNCIL OF THE CITY OF SANTA CLARITA PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION NO.88-119 OF THE CITY COUNCIL OF
THE CITY OF SANTA CLARITA ADOPTED ON AUGUST 25,1988 AND THE GRANTEE
CONSENTS TO RECORDATION THEREOF BY ITS DULY AUTHORIZED OFFICER.
MARY CUSICK, CITY CLERK
CITY OF SANTA CLARITA
DA'
..
13001-0007/3034329.3
Exhibit "C"
Existing SCAQMD Lease
(affecting a portion of City Land to be conveyed to Prostor)
Exhibit C-1
1 3001-0007\3001 780A. d oc
COUNTY OF LOS ANGELES
Rental Agreement No. 99-46
Road Maintenance District No. 5
Assessor Parcel No. 2833-005-902
Thomas Page/Grid. 4550-J7
RENTAL AGREEMENT
BY AND BETWEEN
COUNTY OF LOS ANGELES, a body corporate and politic, hereinafter referred to as
"COUNTY".
AND
SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT, hereinafter referred to as
"TENANT",
WITNESSETH
WHEREAS, the COUNTY is owner of that certain property generally located at 22224
Placerita Canyon Road in the City of Santa Clarita.
WHEREAS, TENANT desires to rent said property to install and maintain one (1) air
monitoring station and appurtenant structures.
NOW THEREFORE, the COUNTY, for and in consideration of the performance of the
covenants and agreements hereinafter agreed to be kept and performed by the TENANT,
and upon the following terms and conditions, hereby rents to TENANT, and the TENANT
hereby hires and takes of and from the COUNTY that certain property in the City of Santa
Clarita , County of Los Angeles, State of California, as shown in Exhibit "A" attached hereto
and made a pathereof, hereinafter referred to as PREMISES.
�1�
Page t Tenant's Initial
Rental Agreement No. 99-46
The rental of the PREMISES is on a month -to -month basis commencing on
October 1, 1999 (October 1 shall hereinafter be referred to as Anniversary
Date). TENANT has prepaid rent for the first twelve (12) months in the
amount of $600.00 based on a rental rate of $50.00 per month.
Subsequent rent payments shall be prepaid annually on or before the
Anniversary Date. Payment shall be made and sent to:
LOS ANGELES COUNTY
c/o DEPARTMENT OF PUBLIC WORKS
P.O. Box 7437
Alhambra, CA 91802-7437
The rental rate shall be adjusted in accordance with General Provision K
hereof.
All payments shall refer to TENANT's name and Rental Agreement
No. 99-46. A late charge of ten percent (10%) shall be applied to the
delinquent rent if full payment is not received by the COUNTY within thirty
y� (30) days following the date such payment is due.
M"
2. The PREMISES shall be used solely for the purpose of installing and
maintaining an air monitoring station and appurtenant structures as well as
ingress and egress and no other. TENANT shall not construct any
improvement on the PREMISES unless TENANT is in compliance with
General Provisions L and M.
3. TENANT understands and agrees that this Rental Agreement merely
provides TENANT with the required right of way and COUNTY does not
warrant the PREMISES is suitable for TENANT'S intended purposes.
4. TENANT acknowledges that this Agreement is not assignable.
5. General Provisions A through O are attached hereto and, by this reference,
made a part hereof.
Paget Tenant's Initial ;Vl
v'
Rental Agreement No. 99-46
IN WITNESS WHEREOF, said COUNTY, a body corporate and politic, as
authorized by Los Angeles County Ordinance Title 2, Division 2, Chapter 2.18 et seq. and
the TENANT by its duly authorized representative(s), have caused this Rental Agreement
to be executed,
COUNTY OF LOS ANGELES
a body corporate and politic
Date 2 CCU By Gt�
Assistant Deputy Director
SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT
Melvin D. Zeldin, Assistant Deputy Executive
By Officer/Science & Technology Advancement
Name Title
Signature Date
In
Name Title
Signature Date
21865 East Copley Drive
Diamond Bar, CA 91765-4182
APPOWM Ai IGIF0111k
MIMIl`Y=. ��lp4�i11ArA�
_I
Page Tenant's Initial W/1,
Rental Agreement No. 99-46
GENERAL PROVISIONS
A. TENANT shall arrange and bear the cost of any site preparation, installation of
utilities, treatment of surface, enclosure of PREMISES, insurance premiums, utility
bills, and other costs of any nature whatsoever, which are necessary in connection
with orappurtenantto the operation and maintenance of PREMISES as used bythe
TENANT. No credit will be allowed by COUNTY for the cost of any such
expenditures, work performed, or ordered done by TENANT.
B. TENANT may terminate this Rental Agreement at anytime by giving the COUNTY
no less than thirty (30) days' written notice of intention to terminate. However, the
termination shall not be effective unless TENANT has complied with all of the
following:
• Vacated the PREMISES.
• Removed all improvements TENANT has constructed or placed upon the
PREMISES, if applicable.
• Moved COUNTY's fence back to its original location, if applicable.
• Restored the PREMISES to as good a condition as existed on the day
possession of PREMISES was taken by TENANT, allowing for the ordinary
wear and tear associated with the normal usage during occupancy and to
reimburse COUNTY for any damage done to the PREMISES.
C. COUNTY may terminate this Rental Agreement at anytime by giving the TENANT
no less than thirty (30) days' written notice of intention to terminate. Upon receipt
of such notice, TENANT shall vacate the PREMISES as required herein. TENANT
agrees that should it fail to vacate as herein provided, the DISTRICT or its
authorized agents may enter upon said PREMISES and remove TENANT's
personal property therefrom, and in this event, TENANT waives any and all claims
for damages against the COUNTY, its officers, agents, or employees. TENANT
shall reimburse COUNTY for all expenses incurred by COUNTY plus maximum
interest allowed by law accruing from the day COUNTY incurred the expenses until
such time as the principal and interest are fully paid by TENANT. Nothing herein
shall be deemed a waiver of any rights of the COUNTY to demand and obtain
possession of the PREMISES in accordance with law in the event TENANT violates
any part of any of the terms or conditions herein.
Page 4 Tenant's Initial
Rental Agreement No. 99-46
D. It is understood and agreed to be part of the herein consideration that COUNTY
may temporarily suspend or terminate the Rental Agreement without notice to
TENANT in order to allow the performance by COUNTY, its officers, agents, and
employees, of emergency work necessary to protect life or PREMISES. In the
event COUNTY exercises such right, COUNTY will credit TENANT's account a
prorated share of the prepaid rent based on the time period COUNTY has
possession of the PREMISES.
E. TENANT shall keep PREMISES and any improvements it constructed or placed on
PREMISES in good working order and maintain such in a neat, clean. and orderly
condition at all times during occupancy and not permit graffiti, rubbish, tin cans,
garbage, etc., to accumulate, nor to use or allow use of PREMISES for any illegal
or unauthorized purposes, and to comply with all State Laws and local ordinances
concerning PREMISES and the use thereof.
F. It is understood and agreed that COUNTY shall not be responsible for any damage
to PREMISES , or for damages to the property of TENANT, or for injuries to the
person of TENANT, TENANT's agents, servants, successors, subtenants, invitees,
or others who may be on PREMISES
-ass+ORB. TENANT agrees to indemnify, defend, and hold the COUNTY harmless
from any and all such claims, including defense costs and legal fees.
G. In the event there is any prior lease or rental agreement existing between the
TENANT and COUNTY covering the PREMISES, it is understood and agreed that
this Rental Agreement shall cancel and terminate said prior lease or rental
agreement as of the commencement date of this Rental Agreement.
H. This Rental Agreement may create a possessory interest upon which a property tax
may be levied. In such event, TENANT shall pay before delinquency all such taxes
or assessments.
Page, Tenant's Initial
Page 6
Rental Agreement No, 99-46
Without limiting TENANT's indemnification of the COUNTY, TENANT shall at its
own expense take out and maintain in force, at all times during the term of this
Rental Agreement, a policy or policies of insurance covering PREMISES. As a
minimum, the policy shall meet the following criteria:
Has coverage for comprehensive general liability and property damage in the
amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence.
III. The COUNTY OF LOS ANGELES, its governing board, officers and
employees shall be named as Additional Insured on all policies of liability
insurance.
IV. This Rental Agreement No. 99-46 is included as part of the insured
premises.
All policies of insurance shall be with a company or companies authorized by law
to transact insurance business in the State of California. Prior to the
commencement date of this Rental Agreement, TENANT shall furnish to COUNTY
a copy of the policy of insurance evidencing TENANT's insurance coverage.
Upon renewal of any of the policies of insurance, TENANT shall furnish to COUNTY
a Certificate of Insurance evidencing TENANT's continued insurance coverage.
The COUNTY shall be given notice in writing at least thirty (30) days in advance of
cancellation or modification of such policy.
In the event any of the policies are changed or if the insurance carrier is changed,
TENANT shall provide COUNTY a copy of the replacement policy meeting the
minimum requirement as noted above.
The COUNTY may accept, should the TENANT elect to provide, a Certificate of Self
Insurance. The limits of such self-insurance coverage shall be warranted to meet
or exceed the amount specified above to the extent permitted by state law.
TENANT shall furnish to COUNTY, certificates evidencing TENANT's self insurance
coverage prior to the commencement of this Rental Agreement.
TENANT expressly acknowledges that TENANT is a post acquisition TENANT, and
shall not be entitled to any claim of status as a "displaced person" as such is
defined in Section 7260(c) of the Government Code of the State of California.
TENANT hereby acknowledges his ineligibility for relocation assistance as provided
in Government Code Sections 7260 through 7277, inclusive, as interpreted in
California Administrative Code as it exists or as it may be amended.
Tenant's Initial '
Rental Agreement No. 99-46
K. The amount of rent is based upon the COUNTY's current minimum charge of Fifty
Dollars ($50.00) per month. The COUNTY hereby reserves the right to adjust the
its minimum rent as provided herein, according to COUNTY's requirements. In the
event COUNTY's minimum rent requirement increases, the COUNTY shall notify
TENANT not less than thirty (30) days prior to the increase. If TENANT disagrees
with the rent adjustment, TENANT shall have the option to terminate the Agreement
as provided in General Provision B herein.
TENANT's continued occupancy of the PREMISES on and after the effective date
of the rental adjustment shall constitute TENANT's agreement to remain in
possession of the PREMISES subject to the new rental rate specified in the notice.
L. TENANT shall not commence nor permit any construction or the placement of any
improvements or other structures on or within PREMISES without first submitting
plans and specifications for advance written approvals by the COUNTY.
M. TENANT agrees to keep and perform the provisions contained in any permit issued
or to be issued to TENANT by COUNTY.
N. COUNTY may, at its sole discretion, enter PREMISES to conduct Environmental
Site Assessments. Upon review of such Assessments, COUNTY may, at its sole
discretion, terminate this Rental Agreement consistent with either General
Provision C or D as determined by COUNTY.
TENANT shall bear any and all responsibility, expense, and liability incurred in the
cleanup and treatment of any hazardous materials or condition found on the
PREMISES caused by TENANT's use, storage, or treatment of any hazardous
materials on/or within the PREMISES.
O. Each County Lobbyist as defined in Los Angeles County Code Section 2.160.010,
retained by TENANT, shall fully comply with the County Lobbyist Ordinance, Los
Angeles County Code Chapter 2.160. Failure on the part of any Lobbyist retained
by TENANT to fully comply with the County Lobbyist Ordinance, shall constitute a
material breach of this Rental Agreement upon which the COUNTY may terminate
or suspend this Agreement.
PageTenant's Initial 7AZZ
EXHIBIT A
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PROPOSED SrE LEASE
R.D. 553A
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LOS ANGELES COUNTY DEPARTMENT OF PUBLIC WORKS ROAD MAINTENANCE DISTRICT 5
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SECTIONS EXHIBITS: BECKER TRUST
CAPITAL IMPROVEMENTS