HomeMy WebLinkAbout2025-04-08 - AGENDA REPORTS - REVISION TESORO ADOBE RECIPROCAL ESMT AGMTO
Agenda Item: 5
CITY OF SANTA CLARITA
AGENDA REPORT
CONSENT CALENDAR
CITY MANAGER APPROVAL: Li
DATE: April 8, 2025
SUBJECT: REVISIONS TO THE TESORO ADOBE RECIPROCAL EASEMENT
AGREEMENT
DEPARTMENT: Administrative Services
PRESENTER: Andrew Adams
RECOMMENDED ACTION
City Council:
1. Approve revisions to the Reciprocal Easement Agreement with the Tesoro Del Valle
Homeowners Association, associated with the Tesoro Adobe Park.
2. Authorize the City Manager, or designee, to execute all documents, subject to City Attorney
approval.
BACKGROUND
In May 2005, Montalvo Properties LLC (Montalvo) transferred ownership of Tesoro Adobe Park
to the County of Los Angeles (County). Subsequently, the County, Montalvo, and the Tesoro Del
Valle Master Homeowners Association (Master Association) entered into a Reciprocal Easement
and Joint Use Agreement.
On August 23, 2022, as part of the Tesoro Del Valle annexation, the City Council approved the
Park Transfer Agreement and an Amended Reciprocal Easement and Joint Use Agreement,
replacing the County with the City of Santa Clarita (City). The agreement included provisions
for joint use of the park and required the Master Association to contribute monthly dues for
recreational programming.
At their meeting on April 25, 2023, the City Council authorized the execution of a revised
agreement, narrowing the scope to solely focus on maintaining reciprocal access for parking and
ingress/egress and removing the "Joint Use" provision, thereby eliminating the obligation for
individual Tesoro property owners to pay monthly fees for recreational programming or be
involved in programming initiatives.
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The Master Association has since requested minor changes to the agreement, necessitating
further City Council approval. The primary changes requested by the Master Association include
updating the insurance and indemnification clauses to ensure reciprocal requirements for both
parties, memorializing that the City will not assess the monthly dues for recreational
programming associated with the previous agreement with the County and clarifying the
acceptable use of the Historic Site in relation to the City Noise Ordinance.
These changes have no material impact to the agreement approved by the Council in April 2023.
As a result, staff recommends approving the requested revisions as detailed in the attachment
labeled "Revised Agreement."
ALTERNATIVE ACTION
Other action as determined by the City Council.
FISCAL IMPACT
Sufficient funds for the operation, maintenance, and programming of Tesoro Adobe Park were
appropriated through the adoption of the annual budget.
ATTACHMENTS
Revised Agreement
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RECORDING REQUEST BY:
WHEN RECORDED RETURN TO:
Kelly G. Richardson, Esg
Richardson Ober LLP
234 E. Colorado Blvd. #800
Pasadena CA 91101
Documentary Transfer Tax $ -0-
(Value and consideration is less than $100.00)
RECIPROCAL EASEMENT AGREEMENT
THIS RECIPROCAL EASEMENT AGREEMENT dated, 2025 (this
`Agreement'), is made by and among Tesoro del Valle Master Homeowners Association, a
California nonprofit mutual benefit corporation ("Master Association"), and the City of
Santa Clarita, a body corporate and politic ("City"), (City and the Master Association to be
individually referred to herein as, "Party" and collectively refer to herein as, "Parties"), with
respect to the following:
A. Whereas on May 9, 2005, a Donation Agreement ("Agreement") was entered into
by and between Montalvo Properties LLC, a California limited liability company ("Donor") and
the County of Los Angeles, a body corporate and politic (County) conveying Donor's rights, title
and interest in and to the Adobe Ranch House ("Historical Site" or "Donated Parcel") and all
adjacent adobe and wood -frame structures (collectively, the "Historical Structures" or "Tesoro
Adobe Park") to the County except for all rights, title and interest in and to the water and water
rights related to the Donated Parcel, and subject to the reciprocal parking easement in accordance
with the terms of such agreement.
B. Whereas, on May 20, 2005, the County, Donor and Tesoro Del Valle Master Home
Owners Association ("Master Association") entered into a Reciprocal Easement and Joint Use
Agreement regarding Tesoro Adobe Park, a public park owned and operated by the County.
C. Whereas, on September 6, 2022, the County Board of Supervisors executed an
amended Reciprocal Easement and Joint Use Agreement with Montalvo Properties LLC, the
Master Association and the City of Santa Clarita (City), for the purpose of replacing the County
with the City.
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D. Whereas, on January 18, 2023, the Master Association, via FirstService
Residential, confirmed the Donor (Montalvo Properties LLC) is no longer an existing entity .
E. City is the owner of that certain real property located in the County of Los Angeles,
more particularly described on Exhibit A. attached hereto and incorporated herein by this
reference (the "Historical Site"), upon which is located an adobe ranch house, four other adobe
structures and one wood -frame structure (collectively, the "Historical Structures"). City is
obligated to operate, maintain and preserve the Historical Structures and the Historical Site
described in the Preservation Covenant ("Preservation Covenant") which was recorded against
the Historical Site concurrently with the grant deed (Document 920221139607) conveying title to
City. By separate documentation, the maintenance and operation of the Historical Site and the
Historical Structures will continue to be maintained and funded by the existing Landscape
Maintenance District, Zone T76 (Tesoro Adobe Park) previously formed and subsequently
transferred to City concurrent to the completion of the Tesoro Del Valle annexation.
F. The Master Association and City desire to grant reciprocal nonexclusive easements
over and across portions of the Historical Site and that portion of the Master Common Area Lot
(the "Master Common Area Easement Area"), more particularly depicted on Exhibit B, attached
hereto and incorporated herein by reference.
NOW, THEREFORE, the Parties hereto declare that the Historical Site and the Master
Common Area Lot are hereby made subject to the easements, covenants, uses, restrictions,
conditions, rights, burdens, benefits and other agreements hereinafter described with the intention
that the same shall run with the land and shall be binding upon the Parties and shall inure to the
benefit of subsequent owners thereof, upon and subject to the provisions hereof as follows:
1. Reciprocal Easements for Parking and Vehicular and Pedestrian Ingress and Egress.
1.1 Grant of Easements. Master Association hereby creates, establishes and grants
a nonexclusive easement (the "Master Common Area Easement") over and across the Master
Area Easement Area to and for the benefit of and as an appurtenance to the Historical Site for
parking purposes and vehicular and pedestrian ingress and egress. City hereby creates, establishes
and grants a nonexclusive easement (the "Historical Site Easement") over and across that portion
of the Historical Site depicted on the attached Exhibit C (the "Historical Site Easement Area")
to and for the benefit of and as an appurtenance to the Master Common Area Lot for parking
purposes and vehicular and pedestrian ingress and egress. The Master Common Area Easement
Area and the Historical Site Easement Area are collectively referred to herein as, the "Easement
Areas". The easements granted herein shall continue for as long as the Historical Site is used in
accordance with the terms and provisions of the Preservation Covenant.
1.2 Maintenance of Master Common Area Easement Area. The Master Association
shall at all times, at its sole expense, maintain the Master Common Area Easement Area in a neat,
clean, safe and attractive condition.
1.3 No Interference. Neither the Master Association nor the City shall permit any
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uses within the Easement Areas which materially interfere with the quiet enjoyment of, and access
to and from, the Historical Site and/or the Master Common Area Lot. The City will require users
of the Historical Site to comply with the City's noise ordinance, enforcing it as needed in response
to any violations.
2. Required Insurance.
2.1 By City. City shall at all times maintain in full force and effect comprehensive,
broad form, general liability insurance that shall protect against claims and liability for personal
injury, death, and/or property damage arising from the use and/or condition of the Historical Site,
the improvements thereon, and/or any abutting public right-of-way owned and controlled by the
city, in an amount not less than $1,000,000 per occurrence, two million dollars ($2,000,000)
general aggregate. City shall deliver certificates periodically to the Master Association that provide
evidence that such insurance has not lapsed or been materially changed and the same is and will
remain in full force and effect for at least one (1) year from the date of the certificate. In lieu of
commercial insurance, the City shall retain the right to self -insure all or any portion of its insurance
obligations herein.
2.2 By the Master Association. The Master Association shall at all times and at its
sole cost and expense maintain in full force and effect comprehensive, broad form, general
liability insurance that shall protect against claims and liability for personal injury, death, and/or
property damage arising from the use and/or condition of the Master Common Area Easement
Area, the improvements thereon, and/or any abutting public right-of-way, and it shall provide
combined single limit protection of at least one million dollars, ($1,000,000) per occurrence, two
million dollars ($2,000,000) general aggregate. Such insurance shall be carried only with
responsible insurance companies licensed to do business in California. The Master Association
shall deliver certificates periodically to the City that provide evidence that such insurance has not
lapsed or been materially changed and the same is and will remain in full force and effect for at
least one (1) year from the date of the certificate, it being the Master Association's obligation to
ensure that the City always has evidence that such required insurance coverage is at all times in
force and effect.
3. Indemnification.
3.1 Master Association. The Master Association shall be responsible for all
damages to persons or property that occur as a result of Master Association, or its officers,
agents, employees, independent contractors, and volunteers' fault or negligence in connection
with Master Association's participation in the exercise of use rights conveyed under this
AgreementA-c4�. Further, Master Association shall indemnify and save harmless the City, its
officers, agents, employees, independent contractors, and volunteers from all claims, suits, or
actions of every name, kind, description, brought for, or on account of, injuries to or death of any
person or damage to property arising from or related to the fault or negligence of Master
Association, its officers, agents, employees, independent contractors, and volunteers in
connection with the exercise of use rights conveyed under this AgreementA-e�.
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3.2 City. The City shall be responsible for all damages to persons or property that
occur as a result of City, or its officers, agents, employees, independent contractors, and
volunteers' fault or negligence in connection with City's participation in the exercise of use rights
conveyed under this agreement. The City shall indemnify and save harmless Master Association,
its officers, management, -agents, employees, independent contractors, and volunteers from all
claims, suits, or actions of every name, kind, description, brought for, or on account of, injuries to
or death of any person or damage to the property arising from or related to the fault or negligence
of the City, its officers, agents, employees, independent contractors, and volunteers in connection
with the exercise of use rights conveyed under this AgreemenjA-e �.
4. Defaults, Remedies. If any Party hereto shall be in breach or default of its covenants
or obligations under this Agreement, then prior to exercising any right or remedy in connection
therewith, the nondefaulting Party shall notify the defaulting Party of the occurrence of such breach
or default, describing the particulars thereof, and shall demand that the same be fully cured within
thirty (30) days after receipt of such notice. If, thereafter, such breach or default is not so fully
cured, then the nondefaulting Party may exercise such rights and remedies available to it at law,
in equity and/or hereunder including, by way of example only, specific performance and
compensation for any damage caused by such breach or default.
5. Rights Cumulative, No Implied Waivers. Each of the rights and remedies available
hereunder, at law or in equity are cumulative, and the exercise by any such Parry hereto of one or
more of such rights or remedies shall not preclude such Parry's exercise, at the same time or
different times, of any other right or remedy for the same or any other breach or default by the
other Party. No waiver of any right, remedy, breach, default or other provision hereof shall be
implied, and any such waiver shall be effective only if in writing and signed by the Parry to be
charged with such waiver. No waiver of any breach of any provision hereof shall be deemed a
waiver of any subsequent breach whether of the same or another provision hereof.
6. Time of the Essence Construction. Time is of the essence of each and every provision
hereof. Use of the neuter shall include the masculine and feminine, the singular shall include the
plural, and vice versa.
7. Notices. Any notice, demand or other communication which any Parry may be required
or may wish to give to another Party shall be in writing and shall be addressed to said other Party
at the address listed below. Any such notice so addressed shall be deemed delivered upon receipt
if delivered personally or by courier service or on the third (3rd) business day after deposit into the
U.S. mail if sent by certified mail, postage prepaid, return receipt requested. If any Party wishes to
change its address for the receipt of any notice hereunder, then such owner shall notify the other
owner of such address change in accordance with the provision of this Section.
If to Ci :
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City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA 91355
Attention: Ken Striplin, City Manager
If to Master Association:
Tesoro Del Valle Master Association
Attention: Sabrina Hart-Neve
First Service Residential
25115 W. Avenue Stanford, Suite B-200
Santa Clarita, CA 91355
Email — Sabrina.HartNevekfsresidentlal.com
Copy to:
Kelly Richardson Esq.
Richardson Ober LLP
234 E. Colorado Blvd. 4800
Pasadena, CA 91101
Email — Kellygroattorneys.com
8. Entire Agreement. This Agreement, together with the Exhibits attached hereto and
forming a part hereof, constitutes the entire agreement among the Parties with respect to the matters
covered herein and supersedes any prior negotiations, understandings or agreements with respect
to the matters contemplated hereby.
9. Exhibits Incorporated. Each of the Exhibits attached hereto are incorporated herein and
made a part of the Agreement.
10. Amendments, Waivers in Writing. This Agreement may not be amended or altered
except by a written instrument signed by each of the then -owners of fee title to the Historical Site
and the Master Common Area Lot.
11. Severability. Should any term, part, portion or provision of this Agreement or any
application hereof to any person or circumstance be held to be illegal, invalid or in conflict with
any applicable law, rule or regulation, then the validity of the remaining terms, part, portions and
provisions hereof and the application hereof to other persons or circumstances shall be deemed
severable, and the same shall remain enforceable and valid to the fullest extent permitted by law.
12. Covenants Running with the Land. The Parties hereto do hereby agree to the provisions
hereof on its own behalf and on behalf of the subsequent owners of the Historical Site and the
Master Common Area Lot, it being intended that the Agreement and its provisions shall run with
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the land, shall be binding upon, and shall inure to the benefit of the Parties hereto and each such
subsequent owner of the Historical Site and the Master Common Area Lot.
13. Counterpart. This Agreement may be executed in counterparts, each of which shall be
an original, but all of which together shall constitute one and the same agreement.
14. Supersedes Prior Agreements. This Agreement shall supersede and replace all prior
agreements and understandings, oral or written, between the Master Association and the City
including the original Reciprocal Easement and Joint Access Agreement (teeer-de d No Xy, v)
and Amended Reciprocal Easement and Joint Access Agreement «eeer- ed No Xy, v)
Waiver of Provisions of Master Association CC&R Section 5.18. City waives any claim to benefit,
enforce, or otherwise collect the fee described in Master Association CC&R Section 5.18 outlined
in Exhibit D.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by its duly authorized officer(s), agents(s) or representative(s) as of the date first written
above.
DATED:
DATED:
City of Santa Clarita
By: _
Name:
Title:
"Master Association"
Tesoro del Valle Master Homeowners
Association, a California nonprofit mutual
benefit corporation.
By:
Name:
Title:
By:
Name:
Title:
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Fxhihit-,-
A: Description of Historical Site
B: Depiction of Master Common Area Easement Area
C: Depiction of Historical Site Easement Area
D: Master Association CC&R Section 5.18
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EXMBIT "A"
Description of Histnri Site
Lot 5 of "Fret 51(-05 in the.Cotmrti Of Ln Angeles. Mate or 21ifornia. as per map recorded in
Book 1273. Pages 7 through 16. inCILIS'Ve, Of kli.scelllwleous Records (Maps) in lfre Office of the
County Recorder of said County.
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EXHIBIT "B"
Depiction of Master Common Area Easement Area
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EXHIBIT 71B"
MASTER COMMON AREA EASEMENT AREA
84
D RECIPROCAL EASEMENTS FOR PARKING AND VEHICULAR AND
C PEDESTRIAN INGRESS AND EGRESS PURPOSES FOR THE
BENEFIT OF LOT 5 OF TRACT NO. 51644-05.
SCALE 1" = 150'
DATE: 5-7-03
W.O. 5093-23-04
LOT 6 OF TRACT NO. 51644-05
Z M.B. 1273-7-16
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Attachment: Revised Agreement (REVISIONS TO THE TESORO ADOBE RECIPROCAL EASEMENT AGREEMENT)
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EXHIBIT "C"
Depiction of Historical Site Easement Area
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EXHIBIT "C"
RECIPROCAL EASEMENTS FOR PARKING AND VEHICULAR AND
PEDESTRIAN INGRESS AND EGRESS PURPOSES
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SCALE 1" = 100'
DATE: 5— 7— 03
W.O. 5093-23-04
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RECIPROCAL. EASEMENTS FOR PARKING AND VEHICULAR AND �D
PEDESTRIAN INGRESS AND EGRESS PURPOSES FOR THE
BENEFIT OF LOT 6 OF TRACT NO. 516"-05.
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Attachment: Revised Agreement (REVISIONS TO THE TESORO ADOBE RECIPROCAL EASEMENT AGREEMENT)
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EXHIBIT "D"
Historical Site Assessment Language from Master
Association CC&R Section 5.18
(a) Any Condominium or Lot having no completed structural improvements
for human occupancy shall be exempt from the payment of that portion of any assessment that is
assessed for the purpose of defraying expenses and reserves directly attributable to the existence
and use of the structural improvement. For example, such exemption may include, without
limitation, the following improvements, among others: (i) roof replacement, (ii) exterior
maintenance, (iii) walkway and carport lighting, (iv) refuse disposal, (v) cable television, (vi)
private alley, and (vii) domestic water supplied to living units. Such exemption shall be in effect
until the first to occur of the following events: (i) recordation of a notice of completion of the
structural improvements; (ii) occupation or- use of the Condominium or Lot, pursuant to a
certificate of occupancy or (iii) completion of all elements of the residential structures that the
Association is obligated to maintain.
(b) Furthermore, neither Declarant nor any other Owner shall be obligated to
-pay. any portion of any assessment which is for the purpose of defraying expenses and
establishing reserves directly attributable to the existence and use of a common facility
(including any Master Common Area) that is not complete at the time assessments commence.
Any such exemption for the payment of assessments shall be in effect only until a notice of
completion of said common facility has been recorded or said common facility has been -placed
into use, whichever shall first occur.
Section 5.17 Stabilization of Annual Assessments. If the annexation of -Association Property
results in an increase in annual assessments, the Association shall be obligated to collect such
increased annual assessments and, accept title to and assume maintenance responsibility for such
' Association Property. However, to minimize the need for frequent adjustments in the amount of
annual assessments during the development of the Property, the Board may stabilize the amount
of annual assessments invoiced to Owners at a level amount calculated to defray the expenses of
the Association during - the time the annual assessments are fluctuating due to .the periodic
annexation of Project Units and Master Common Area by Declarant: and/or a Merchant Builder.
Further, during the period, if any, that Declarant has obtained approval from the Department of
Real Estate for a level assessment budgeting program ("Level Assessment Budgeting Program")
and such program is in effect, the Board shall set up and follow the following fiscal controls:
5.17.1 A separate account (the "Cumulative Surplus Fund Account") shall be set up to
house any cumulative surplus resulting from the Level Assessment Budgeting Program.
5.17.2 The Cumulative Surplus Fund Account shall only be used for the funding of the
regular assessments in a given fiscal year.
5.17.3 The annual report described in Section 6.4 of this Declaration shall include a
review or test of the Level Assessment Budgeting Program to ensure that adequate regular
assessments are being collected.
Section 5.18 Assessments Re: Historical Site. The initial monthly assessment per Project
Unit to be paid to the Association and paid by the Association to the Historical Site Owner for
maintenance and operation of the Historical Site shall be equal to Ten Dollars ($10.00) per
month per Project Unit, which amount may be changed from time to time in accordance with the
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provisions of the Reciprocal Easement and Joint Use Agreement, but in no event shall exceed
Ten Dollars ($10.00) per month per Project Unit. Such assessment shall be in addition to any
assessments paid to an LLAD which may be formed to operate and maintain the Historical Site.
ARTICLE 6
ACCOUNTINGS
Section 6.1 Books and Records. The Association shall maintain books of account of all its
receipts and .expenditures. Each Owner shall be entitled at reasonable times to inspect the books
and records of the Association at its offices and to have such books and records examined at such
Owner's expense by an attorney or an accountant representing such Owner. Such Owner may
make excerpts or copies of such books and records or portions thereof, and each such Owner, ,at
his. own expense, shall have the right to have such books .independently audited by an
accountant.
Section 6.2 Budaet.
6.2.1 Except as provided in Section 6.2.2, a pro forma operating statement and budget
(collectively, the `Budget') for each fiscal year shall be prepared and distributed to: each Owner
not less than fo -five (45) calendar days nor more than six (60) calendar days prior to the
beginning of the fiscal year. The Budget shall contain the following information:
(a) The estimated revenue and expenses of the Association for -the upcoming
fiscal year on an accrual basis;
(b) A summary of the Association's reserves based upon. the most recent
review or study conducted pursuant to Section 6.2.4 below, which shall be printed in bold type
and include all of the following:
(i) The current estimated replacement cost, estimated remaining life,
and estimated useful life of each major component within the Master Common Area;
(ii) As of the end of the fiscal year for which the study is prepared:
(A) The current estimate of the amount of cash reserves
necessary to repair, replace, restore, or maintain the major components within the Master
Common Area;
(B) The current amount of accumulated cash reserves actually
set aside to repair, replace, restore or maintain major components within the Master Common
Area;
(iii) The percentage that the amount determined for purposes of clause
(B) of subparagraph (ii) above is of the amount determined for purposes of clause (A) of
subparagraph (ii) above;
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