HomeMy WebLinkAbout1996-01-23 - AGENDA REPORTS - PORTA BELLA DEVAGMT (2)AGENDA REPORT
City Manager
Item to be presented by:
Rich Henderson
PUBLIC HEARING
DATE: January 23, 1996
SUBJECT: PORTA BELLA DEVELOPMENT AGREEMENT
DEPARTMENT: Community Development
BACKGROUND
This is a continued Public Hearing regarding the Porta Bella Development Agreement. At
the October 10, 1995 regular Council meeting, Council directed the applicant and staff to
work out a Development Agreement based on the items agreed upon in the 20 year
agreement as framed by the Planning Commission. The item was continued to this date from
the December 12, 1995 Council meeting so that staff, the applicant, and the attorneys could
reach agreement on several unresolved issues.
The applicant has agreed on the following deal points: Magic-Princessa to be designed upon
reliance of future traffic studies as a through street if feasible, Magic-Princessa widened to
four lanes in Phase I, grading of the City owned site, providing a site for a radio repeater
station to the City, providing the industrial parcel for a future bus terminal, dedicating the
institutional lot at Santa Clarita Parkway and Via Princessa, indemnification on hazardous
waste cleanup by the developer and Whittaker (parent company), bringing utilities and
reclaimed water to the City site, and the City will be a party to the CC & R's.
In two areas the recent negotiations differ from the recommendation by the Planning
Commission. The first area is the additional requirement that a temporary bus terminal be
provided as soon as feasible, following toxic substance cleanup. The other difference is the
Planning Commission requirement that the rail station be dedicated as soon as the
Development Agreement is approved, versus the applicant's offer to dedicate the 6.4 acre
Metrolink Station to the City at the time the first tract map records. He has offered a rent
on the station of one dollar per year for three years. At that time, if no map has recorded,
and therefore the dedication has not occurred, the City would have the option of renting or
purchasing the site at today's value plus a Consumer Price Index increase.
At such time as the applicant may wish to record a map, the purchase price would be
refunded.
Clarification of language has been agreed upon in two areas: The City will have a voice in
APPROVED T Agenda Item: 10)j
� s
Adopfeu: �� / � gz- y - --J-4p qb
any contemplated transfer of rights under the agreement; and the City will not obligate itself
to sponsor a.Mello-Roos to be carried by future home buyers.
Exhibits J, K, and L will be available prior to a second reading of the ordinance.
RECOMMENDATION
Approve the Development Agreement, introduce Ordinance 96-4, waive further reading, and
pass to a second reading.
RH:lep
Attachments Ordinance 96-4
Development Agreement
Exhibits A through N
Counci1\pbarda3.rh
ORDINANCE NO. 96-4
AN ORDINANCE OF CITY COUNCIL OF THE CITY OF SANTA CLARITA
APPROVING THE DEVELOPMENT AGREEMENT 93.002 WITH NORTHHOLME
PARTNERS AND WHITTAKER CORPORATION FOR DEVELOPMENT OF A 996
ACRE PROPERTY KNOWN AS THE BERMITE SITE LOCATED SOUTH OF
SOLEDAD CANYON ROAD AND EAST OF SAN FERNANDO AND BOUQUET
CANYON ROADS
THE CITY COUNCIL OF THE CITY OF SANTA CLARITA DOES HEREBY ORDAIN AS
FOLLOWS:
SECTION 1. The City Council does hereby make the following findings of fact:
a. Applications for Specific Plan 91-001 and Oak Tree Permit 91-033 (Master
Case No. 91-164) were filed by Anden Corporation, (the applicant) with the
City of Santa Clarita on October 25, 1991. These applications were deemed
complete on February 26, 1992. Subsequently the applicant submitted
applications for Vesting Tentative Tract Map 51599 and Development
Agreement 93-003 (Master Case No. 93-012) on February 2, 1993. On March
9, 1993 the City deemed the application complete. The City was notified in
August 1993 that Northolme Partners was the new project applicant.
The site is known as the Bermite site located south of Soledad Canyon Road,
east of Bouquet Canyon Road/San Fernando Road; north of the Circle J Ranch
Community; and west of the Golden Triangle Industrial area. The assessor
parcel numbers for the project are 2836-012-010, 011, 012 and 019.
b. Resolution 95-41, adopted on May 9, 1995, approved Specific Plan 91-001, Oak
Tree Permit 91-033 (Master Case No 91-164) and Vesting Tentative Tract Map
51599 (Master Case No. 93-12) to subdivide the 996 acre Bermite Site and to
allow the following land uses: 406.95 acres for open space, 41.75 acres for
parks and recreation, 10 acres for schools, 56 acres for streets, 4 acres for
institutional uses, 299.8 acres for single family residential uses (1,244 units),
85 acres for multi -family residential uses (1,667 units) and 92 acres of
commercial and industrial uses. An oak tree permit request of the removal of
a maximum of 104 non -Heritage size oak trees and five Heritage size oak trees
out of the 182 oak trees located on-site was also approved.
C. Ordinance 95-6 was adopted on September 12, 1995 which approved a zone
change to allow for Specific Plan 91-001.
d. The General Plan presently designates the project site SP (Specific Plan) with
a Valley Center Overlay on the northwest portion of the site. The General
Plan specifically mentions the Bermite site as an area ideal for a specific plan.
Zoning on the site is presently SP (Specific Plan). The Development
Public Hearing Procedure
1. Mayor opens hearing
*States purpose of hearing
2. City Clerk reports on hearing notice
3. Staff report
4. Proponent Argument (30 minutes)
5. Opponent Argument (30 minutes)
6. Five-minute rebuttal (Proponent)
•Proponent
7. Mayor doses public testimony
S. Discussion by Council
9. Council decision
10. Mayor announces decision
Agreement is consistent with the goals, policies, general land uses, and
implementation programs contained in the General Plan, including the
Circulation Element, and makes reasonable provision for the use of certain real
property for commercial, industrial, residential, public facilities and parks, and
open space development and is consistent with the General Plan Land Use
designations for the site.
e. A Final EIR (FEIR) for the Porta Bella Project (Master Cases 91-164 and 93-
012-SCH #92041040), and FEIR Addendum and Mitigation Monitoring
Reporting Program was adopted by the City Council on April 27, 1995. A
Statement of Overriding Considerations was adopted by the Council on
September 12, 1995.
f. The Development Agreement was processed in the time and manner prescribed
by State and local law.
g: Duly noticed public hearings regarding the Development Agreement were held
by the Planning Commission on June 20, July 18, August 15, September 5,
and October 3, 1995. These hearings were held at the City Council Chambers,
23920 Valencia Boulevard, Santa Clarita, commencing at 7:00 p.m. At these
hearings the Planning Commission received staff reports and testimony from
the public and applicant.
h. The Planning Commission recommended to the Council to consider three
options with consideration based on length of the agreement - 15 -year
agreement, 20 -year agreement, and a 25 -year agreement.
i. Duly noticed public hearings regarding the Development Agreement were held
by the City Council on October 10, November 28 and December 12, 1995, at the
City Council Chambers, 23920 Valencia Boulevard, Santa Clarita, commencing
at 6:30 p.m.
j. At the meeting of October 10, 1995, the City Council directed staff and the
applicant to prepare a 20 -year Development Agreement based upon the
Planning Commission recommendation..
SECTION 2. Based upon the above findings of fact, oral and written testimony and other
evidence received at the public hearings held for the project, and upon studies and
investigations made by the City Council and on its behalf, the City Council further finds as
follows:
a. At the hearings described above, the City Council considered staff
presentations, staff reports, Planning Commission resolutions, applicant
presentations, and public testimony on the Development Agreement.
b. The 20 -year Development Agreement includes, but is not limited, to the
following deal points:
The Whittaker Corporation becomes a party to the D.A., and will
remain so for all purposes relating to City indemnification.
2. Design of Magic Mountain/Via Princessa Roadway: The developer shall
design the Magic MountainNia Princessa roadway to be a through
street, if feasible. The City shall consider the recommendations of
future traffic studies and developer may satisfy this condition by
constructing the road improvements to meet then -existing traffic
requirements based upon revised traffic studies as approved by the
City.
3. The City will be a party to the CC&R's so that future HOA's cannot
disband or become inactive without City consent.
4. The 6.4 -acre Metrolink site will be dedicated to the City at the time the
first tract map records, The City will lease the site for one dollar per
year until that time, but not to exceed three years. After three years,
if no map has recorded, the City could exercise an option to lease the
site at market value, or purchase the site for $2.5 million plus the
increase in CPI for the intervening three years (approximate value: $2.5
million).
5. Traffic Engineering Condition 12, (TE -12), which requires the
construction of four full travel lanes on Magic Mountain Parkway from
San Fernando Road to Via Princessa, and on Via Princessa to Rainbow
Glen will be required in Phase I instead of Phase II. (approximate
value $2.3 million)
6. Grading of the City site in the first phase of the project's grading, in
accordance with the approved City's Civic Center plans. (approximate
value $3 million)
Sewer, water, storm drainage and reclaimed water, brought to City site
for Civic Center use.
8. Radio repeater site provided.
9. Deed industrial 8 -acres to City at Golden Triangle and Redview.
(approximate value $1.8 million when graded.)
10. Deed institutional lot to City at Santa Clarita Parkway and Via
Princessa. (approximate value $1.3 million)
11. Provide a location for temporary bus storage at the earliest time
practicable to the City's satisfaction.
C. The Development Agreement is consistent with the General Plan and Specific
Plan 91-001.
d. The Development Agreement complies with the Development Code and other
applicable ordinances, standards, policies, and regulations.
e. The Development Agreement will not:
1. Adversely affect the health, peace, comfort or welfare of persons
residing or working in the surrounding area; and,
2. Be materially detrimental to the use, enjoyment or valuation of
property of other persons located in the vicinity of the site; and,
3. Jeopardize, endanger, or otherwise constitute a menace to the public
health, safety or general welfare.
f. The Development Agreement provides for clear and substantial public benefit
to the City and residents along with a schedule for delivery of the benefit.
g. The Development Agreement provides a schedule for the development to be
constructed in phases to be initiated within specified time periods.
h. The construction of public facilities are required in conjunction with the
development including, but not limited to, vehicular or pedestrian rights of
way, drainage and flood control facilities, parks and other recreational
facilities, and sewers or sewage treatment facilities and road improvements
adequate to serve the development.
i. The Development Agreement, together with the Specific Plan and adopted
conditions of approval, satisfies the following findings of Section 17.03.010 of
the Unified Development Code:
1. Provides for the prohibition of one or more uses normally listed as
permitted, accessory, subject to the Director's Review, or subject to
'permit in the zone where placed; and,.
2. Limits future development and specifies conditions under which further
development, not included within the agreement would occur; and,
3. Requires a faithful performance bond where deemed necessary to, and
in amount deemed sufficient to guarantee the faithful performance of
specified terms, conditions, restriction, and/or requirements of the
agreement. In lieu of the required bond, the applicant may deposit with
the City Clerk and assign to the City, certificates of deposit or savings
and loan certificates or shares equal in amount to the same conditions
as set forth herein; and,
4. Requires specified design criteria for the exteriors of buildings and
other structures, including signs; and,
5. Requires special yards, open spaces, buffer areas, fences and walls,
landscaping, and parking facilities, including vehicular and pedestrian
ingress and egress; and,
6. Regulates nuisance factors such as noise, vibration, smoke, dust, dirt,
odors, gases, garbage, heat, and the prevention of glare or direct
illumination of adjacent properties; and,
7. Regulates operating hours and other characteristics of operation
adversely affecting normal neighborhood schedules and functions on
surrounding property.
SECTION 3. Based upon the foregoing facts and findings, the City Council hereby finds as
follows:
a. A FEIR, FEIR Addendum, Mitigation Monitoring and Reporting Plan (MMRP)
and Statement of Overriding Considerations for this project have been
prepared, circulated in compliance with the California Environmental Quality
Act, and adopted as certified as required by that Act.
b. The project is compatible with existing development in the area, and consistent
with the City's General Plan and Zoning..
C. The applicant has substantiated the findings for approval of a 20 -year
Development Agreement.
SECTION 4. The City Council hereby approves Development Agreement 93-002.
SECTION 5. This Ordinance shall become effective at 12:01 a.m. on the thirty-first day after
adoption.
SECTION 6. The City Clerk shall certify as to the passage of this Ordinance and cause it
to be published in the manner prescribed by law.
PASSED AND APPROVED this day of , 19_
MAYOR
ATTEST:
CITY CLERK
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES J §
CITY OF SANTA CLARITA )
I, Donna M. Grindey, City Clerk of the City of Santa Clarita, do hereby certify that
the foregoing Ordinance No. was regularly introduced and placed upon its first
reading at a regular meeting of the City Council on the day of
. 19 .. That thereafter, said Ordinance was duly adopted and
passed at a regular meeting of the City Council on the day of
19 by the following vote, to wit:
AYES: COUNCIL MEMBERS
NOES: COUNCIL MEMBERS
ABSENT: COUNCIL MEMBERS
CITY CLERK
RAH:LHS:Iep
currentlplrcord5.rah
TRIS FINAL DRAFT ON GREEN PAPER (D0DAM
2012PR2.133320.F) IS COMPARED TO TRE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING TNIS DRAFT, DATED JANUARY
18, 1996. (DOMMENT 2012P22:131320.RL)
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
James D. Richman, Esq.
Pregerson, Richman & Luna
12424 Wilshire Blvd., Suite 900
Los Angeles, CA 90025
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF SANTA CLARITA
AND
r'L1VTI.IRIf snw www.wf. weV�f.... ��.w
-1996
t
2012P62:133320.F - Final Draft - Jauaryr 18,'-1996
THIS FINAL DRAFT 4 GtEER PAPER (DOCLMM
2012PH2.133320.F) 13 COPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOPARYIRG THIS DRAFT, DATED JAIRINRY
18, 1996, (DOCRAIR:RRT 2012PI2:133320.RL)
This Development Agreement ("Agreement") is executed this
day of , 199_, by and between the City
of Santa Clarita, a municipal corporation ("City"), and
Whittaker Porta Sella, Inc., a California corporation, ( the
"Developer"), pursuant to.California Government Code Section
65864, et seq., >r and implementing procedures of the City based
upon an initial application, dated and filed with the City on
October 25, 1991, with reference to the following facts and
circumstances each of which is acknowledged as true and correct
by the parties.
RECITALS
A. State Enabling Statute. To strengthen the public
planning process, encourage private participation in comprehen-
sive planning and reduce the economic risk of development, the
Legislature of the State of California adopted the Development
Agreement Act (Government Code § 65864, gt seg., hereinafter the
"Act") which authorizes any city to enter into binding
development agreements establishing certain development rights 1i1
real property with persons having legal or equitable interests in
such property. Section 65864, expressly provides:
"The Legislature finds and declares that:
(a) The lack of certainty in the approval of
development projects can result in: a. -waste of!.
resources, escalate the cost of housing and -'other
development to the consumer, and:disoouragei��.
investment --in and a commitment,to"comprehensive '
- planning which would make maximum efficient"utili-
zationAof resources at the least economic"co`st to -
the public Y
{rt
(b) ,,Assurance to the app
deveppment'project that, upon
proect,.the applicant may pro
,,;,project An accordance with the
,rulesand•regulations, and sub
;'bfp-,apprdva1j will strengthen t
prDness;."`encourage private Par
J All references to Sections of
the California Government Code
stated.
2012PB2:133320.F - Finsl Draft - Janery18, 1996 —27
•oval of, the
with the
(V.
THIS FINAL DRAFT DR GREEN PAPER (DOCIRRENT
2012PM2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JAaWARY
18, 1996, (DOORERT 2012PS2:133320.RL)
comprehensive planning, and reduce the economic
costs of development."
B. Authorization for Development Agreements. Sections
65864 through 65869.5, as well as Part 4 of Chapter 22.16 of the
Santa Clarita Municipal Code, authorizes the City to enter into
binding agreements with persons or entities having legal or
equitable interests in real property for the development of such
property. The City is entering into this Agreement pursuant to
that authority.
C. City Procedures and Actions.
1. Planning Commission Hearing. Section 65867 and
Development Code Section 17.03.010 C require that both the
Planning Commission and the City Council hold public hearings to
consider the application for a development agreement. On October
3, 1995, following a duly noticed public hearing, the City
Planning Commission adopted Resolution No. P95-21 by which the
Planning Commission recommended that the City Council approve a-
development agreement with Developer and recommended the terms
and conditions to be contained therein.
2. City Council Hearing. After conducting a duly -noticed
public hearing, the City Council "on. , 1995,
adopted Ordinance No. _,.to become effective on
, 1995, by-:.whfchG:the City Council approved this
Agreement and found that this Agreement complies with the
requirements set forth in of"the `Act and Section 17.03.010 of the
Development Code, an& authorized ",the' execution of this Agreement'
by the Mayor of the; ity`:and its recordation by the City Clerk N:,.
3. City Proje
following actions
-
and adopted the Pc
95-06); the Vestir
Conditions.-dfADDx
91-033, al].;afPtahich
42; certifieFthe BIF
Reporting Plan -and tt,
pursuant to Resolutic
April 25, 1995 and;a
the City pursuant to
r
s a, rx .
pproXais.S �Wi--tityhas previously taken the
h'are'reievant to,this Agreement:' approved
Be1a Spdcific Plan 91-00.1 (Ordinance -No.
ititive�Tract Map 51599, the Final
,"Iwhich=are attached as Exhibit A to
adopted=pOrSuant to Resolution' -,No.' 95
)ted the Mitigation Monitoring and,
:�ment'^of ;OVdtridincj" Considerations,
'95 4l nd'brdinance No. 95-06; on
I'the.amendments to the General Plan Oor' -
ince No.' 95-06,:
D. Proiect Desori0 one -,'T e - 'F
Paragraph 1(p) hereof,.,is a largafsca
2012PS2:133320.F - Fire( Draft - Jamery 16, 1996 3= -
e.
,oject, as defined -in .
e mixed-use phased
THIS FINAL DRAFT ON GREEN PAPER (DOCUMENT
2012PN2.133320.F) IS OOPARED TO THE
RELIVE VERSION ON YELLOW PAPER
ACCOMPANYING TNIS DRAFT, DATED JAWANY
13, 1996, (DOCUMENT 2012PB2:13332D.RL)
development of the "Property" J as hereinafter defined and as
described in Exhibit "A" J attached hereto and in Vesting
Tentative Tract Map 51599. The Project requires major investment
in public facilities and substantial front-end investment in
on-site and off-site improvements to make the Project feasible.
The Project represents a master planned project analyzed and
reviewed by the City through the Project Approvals and the EIR in
light of the land use standards and policies contained in the
City's Applicable Rules.
E. Owner of Property. Developer is the owner of the
Property. as more particularly described in Exhibit "A".
Developer desires to develop the Property in accordance with the
provisions of this Agreement and the Property Approvals, all as
more particularly set forth in this Agreement and Vesting
Tentative Tract Map 51599.
F. Public Obiectives. In accordance with the legislativeA
findings set forth in Section 65864 of the Act, the City wishes
to realize certain public objectives that will be furthered by
this Agreement, including the facilitation and implementation of"�
the General Plan and the Specific Plan. Completion of the
Project will further the comprehensive planning objectives
contained within the General Plan and realize public benefits, as
follows, among others:
1. Comprehensive Planning objectives. The City wishes to
facilitate implementation of the General Plan:and the public
purposes.for the Act and the Development Code .."'Pursuant to
Section 65867.5, the City.Council has found'and''determined
that this.Agreement,-.,as<approved by the City -,Council,;`
implements; the_` goals and policies of the Cit)(.s-General Plan
and the Specifio-Plan.=`- The -City Council has-•found,"and
determined that.,thin-Agreement is consistent'with the City's
General<`Plan ""(.`constitutes a valid exercise of the'City's
police"'Apower and -Js being entered into pursuant to, and in
comp7Uancerwith,;:.the"requirements of the Act and the
Development Code.•:,Comgletion of the Project will further
i 4iR� e
J As usec%in'.this Agi eim"t, the word. "Propertylt,dces not
include 'other.,reaV property owned by DevelopWr outside the
Specific : Plan boundaries.
4
J Each "Exhibit" hereinafter referenced in ;this Agee -in t is
attached' hereto"and- incorporated herein by_'su"cti �efOrence
unless otherwise specifically noted.
TRIS FIRM, DRAFT GD GREEN PAPER (DOLISM
2012PR2.133'320.F) 13 CC PARED TD THE
RELIVE VERSION 00 YELLOW PAPER
ACCCIPARTIRG THIS DRAFT, DATED JAMDIRT
18, 1996, (D CLIENT 2012P$2:133320.RL)
In addition, the burden of interest and other carrying
costs, the difficulty of obtaining construction and/or permanent
financing, the risk of losing financing commitments and the
potential loss of anticipated revenue associated with these
development risks and uncertainties would deter and discourage
the Developer, in the absence of this Agreement, from making a
long-term commitment to the implementation of the Project. In
addition, the costs of the dedication of the Commuter Rail
Station Site and the transportation improvements described in
Paragraph 4, will be substantial and will be incurred by
Developer well in advance of the completion of the private
income-producing components of the Project which provide the
economic return required to justify and offset the investment'for
such dedication and improvements. Accordingly, Developer cannot
prudently commence the development of the Project, make the
dedication of the Commuter Rail Station Site to the City, and
install the improvements required by, or set forth in; the
Project Approvals and this Agreement, without reasonable
assurance that it will be able to complete the Project in
accordance with the Project Approvals under the Applicable Rules
and, it is only the assurance of the ability to complete the
private income-producing components of the Project in accordance
with the Project Approvals under the Applicable Rules that
provides the inducement to Developer to commit the land and
financial resources represented by the dedication of'the Commuter
Rail Station Site and the improvements described in Paragraph 4
hereof.
H. A02licabilitp of the Agreement. This Agr'e
not: (i) grant density -or'intensity of use -in excess
otherwise permitted in accordance with:::the existingx
Specific Plan;. (J-1)'-- future Discretionary. Ai
Discretionary Approvals,relating.to the -Property; (i,
that Developer will receive'any profit from -.the Proj
amend the City's General -Plan."
NOW, iiEF.ORE,, the for
ego ing'"Rec`tals,'which are'r
to this Agteement are incorporated herein and made a;,pa
for the purpo`s'e of construing ;this Agreement,;.:and ins, n
consideration of the mutual` covenants and agreements"cop
this Agreement, the:City-and Developer.. agree addfollows
1. DefinitionsFor all purposes:of.this'.h
.except as otherwise expressly provided or -unless th
otherwise requires:
2012PR2:133320.F - Firm( Draft - Ja ry 111, 1996 —7—
conte�lt
-y
TRIS FINAL DRAFT 08 GREEN PAPER (DOUNENT
2D12PB2.133320.F) IS CO PARED TO THE
RELIVE VERSION CII YELLOW PAPER
ACCOMPANYING TRIS DRAFT, DATED JAMYIRT
18, 1946, (DOM ENT 2012PB2:133320.RL)
the comprehensive planning objectives contained within the
General Plan, including, but not limited to, the following:
(a) Coordinating the installation of public facilities
with private development, including the installation of
on-site and off-site public improvements;
(b) Providing a circulation system coordinated with
land use and densities, including the improvements
described in Paragraph 4 hereof;
(c) Implementation of the Valley Center Concept of the
General Plan, including the construction of beneficial
development at a location served by major local
thoroughfares and•..:regional transportation systems;
(d) Providing potential for positive on-going fiscal
benefit to the City's General Fund;
(e) Fulfilling long term economic and social goals f Y
the Specific Plan area;
(f) Providing high ,quality planned developments which
include landscaping; underground utilities, open space,
pedestrian orientation, and quality design;
(g) Pursuing the goal of balance between the number of
local jobs with the amount of.available housing;
(h) Providing both`comstruction employment and
long-term permeneneimpoyment,within. the. City: and
(i) Contrjbutingterm viability of the
economy ofithd,City 2 „`
2. Publia Senefits"ii) Return for Assurance of Completion,
The public benefits-toYbe received as a result of the
development of,the-Project wthrough .this. Agreement include,
among�t�tiiors ��
(aj==Anaarraylo meaningfuE":transportation alternatives;
f_o'"f_11R".:Allltillmlth�TA. .i-1in7t.r1iMN':..:.1.1\t 4-. 14-4. -A
1 provison,to= the
(as hereinafter.--,
trails, and bicy,
2012PB2:133320.F - Fire( Draft - Jmuary 18, 1996
x>.
THIS FINAL DRAFT ON GREEN PAPER (DOCUMENT
2o12PR2.133T20.F) IS COMPARED TO THE
RELINE VERSUS! ON TELLOI PAPER
ACCDIPANTING THIS DRAFT, DATED JNRMRT
18, 1996, (D00HEHT 2012PB2:13I320.RL)
(b) The improvement of the circulation system in the
City through the construction of significant portions
of major north/south and east/west arterial
thoroughfares;
(c) Significant positive contribution to the City's
revenue base;
(d) Significant contribution to the City-wide system
of parks and open space, with approximately forty-four
percent (44%) of the Property reserved for open space
and parks; and
(e) A Project which delivers a positive jobs/housing
balance with a full range of employment opportunity.
G. Developer's Objectives. In accordance with the
legislative findings set forth in Section 65854, Developer wishes
to obtain reasonable assurances that, having received the Project
Approvals (as hereinafter defined), the Developer can develop the
Project in accordance with the Project Approvals and the
Applicable Rules. Because of the nature of the Project and the r
type and extent of the public improvements to be provided by the
Project, the development of the Project will take a long period
Of time to complete. Developer's decision to commence the
Project is based on the expectations of proceeding with the
Project to completion. In the absence of this Agreement,
Developer would have no present assurance that it could complete
the Project. For any number of currently foreseeable and
unforeseeable reasons, including, -without limitation, traffic and
related impacts (e:4., -impact on, air quality), resulting from
development, off-site or<outside the jurisdiction of the City,
pressures on 'the City=could be created to, among.other..things,
(i) halt the .Project`"at a -point short of total build -out, (ii)
reduce the density of the Project;"�Jiii)'defer or delay
completiolz��of; the Pi, iject, or (iv)` apply new rules, regulations,
standards or'jcfficji';,,policies'to the -Project in such a manner as
to significan£ly increase the cost of the Project. The inability
to anticipates'thsse-:changes, as well as the potential loss of
anticipated regenue associated with these. development risks and
uncertaintiesy uld;.in`-;the absence of�this.Agreemelit; deter and
discourage the' -'Developer from making.'d commitment to the
implementation"of the:";Project. Accordingly}_ Developer. cannot
prudently commence the development of',;the Project without the
assurance that it will be able to,complete'the,Project.
2012PB2:133320.F - Firal Draft - Jamory 18, 1996 —6—
THIS FINAL DRAFT ON GREEN PAPER (DOOI M
2012PR2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCCIVMTINc THIS DRAFT, DATED JAMMY
IS, 1996, (DOCLINEIT 2012PN2:133320.RL)
(a) "Appeal Period", unless otherwise specified herein,
means a period consisting of thirty (30) calendar days from
the date any notice of an action, default or decision for
which an appeal is permitted by this Agreement.
(b) "Applicable Rules" means the rules, regulations, and
ordinances applicable to the Project on March 9, 1993
("Complete Application Date"), including the officially
adopted policies and standards of the City which govern the
permitted uses of the Project and development, density or
intensity of use, construction and grading standards and
specifications of the City, as well as the General Plan,
Specific Plan and Conditions of Approval (as defined below).
Applicable Rules shall also include the Agreement between
Developer and the Newhall School District, a true copy of
which is attached as Exhibit "B" to this Agreement, as such
agreement may be modified from time to time by the mutual
agreement of the Darties thereto. and the "Joint Resolutions`
of the City Council of the City of Santa Clarita, the Board#
of Supervisors of the County of Los Angeles and the Boards
for the William S. Hart Union High School District, Sulphur
Springs Union High School District, Castaic District and
Saugus Union School District".
(c) "Commuter Rail Station" means the station currently
used for public commuter rail services and to be used for
that purpose in the future, which is located at the. Commuter
Rail Station Site.
(d) "Commuter Rail Station Site"-means'..that portion of the
Property south_of;Soledad',(including,all'transit facilities
and parking.therefor) which'is"currently leased to the City
and which is being --used foi.the Commuter Rail Station and
which currently consists of.approximately6.4 acres, as
described in Exhibit "C".attached"hereto
(e) !(Conditions'of Approval" means'the Final Conditions of
Approva% attached and incorporated as -Exhibit A to
Resolut#bn'-No --95-42 which was adopted_by.the City Council
on Mayes„9;t`1995F_and.the Mitigation Monitoring Program
attached and incorporated.as.Exhibit Ato.Resolution No. 95-
41, which was adopted by the, city :Council<.on April 25, 1995.
(f) "Developer” means WhittakerjPorta Bel{la,.Inc., a
California corporation, which is a..wholly.•;.owned subsidiary
of Whittaker Corporation;' a-Delaware=corporation.
2012PS2:133320.F - Final Draft - Jaruery is, 1996
-g.
THIS FINAL DRAFT ON GREEN PAPER (DOMmM
2012PR2.133320.F) IS COMPARED TO THE
RELINE VERSION DH TELLON PAPER
ACCOMPANTING THIS DRAFT, DATED JAIRIART
18, 1996, (Dommff 2012PN2:133320.HL)
(g) "Development Agreement Act" or "Act" means California
Government Code Section 65864, et sea.
(h) "Development Code" means the Unified Development Code
of the City of Santa Clarita, which constitutes Title 17 of
the Municipal Code, to the extent that its provisions
constitute a portion of the Applicable Rules.
(i) "Discretionary Actions" or "Discretionary Approvals"
mean an action or actions which requires the exercise of
discretion in making a decision which contemplates and
authorizes the imposition of requirements or conditions by
the City, including those actions taken by any board
commission, or department of the City, and any officer or
employee thereof, in the process of approving or
disapproving a particular activity, as distinguished from a
decision which merely requires the City, including any
board, commission or department of the City, and any officer
or employee thereof, to determine whether there has been w
compliance with applicable statutes, ordinances, regulations
or conditions of approval.
(j) "Effective Date" is the date on which this Agreement,
which has previously been approved by the City Council, has
been returned to -the City Clerk fully executed by Developer.
(k) "Environmental Impact Report" (+'EIR") means the Draft
Environmental Impact Report, as amended, and;`Certified by
the Final Environmenta-I Impact Report, dated'Jafeuary 7,
1994, together `with:the Addendum to the Finai"trivironmental
Impact Report,dated;April 8, 1994, which,EIR.(SC 92-O41Q4q)
was certified bjr;gthe ,City Council on April? ,1995 pursuant
to Resolutiozl 95» ]: and again pursuant to Ordinance No
95-06 adopted on,`April "2$,' 1995.
(1) the General Plan of the City of
Santa Clrita, as ;:amended in accordance with `the ->Project
Approvais'and "._'applicable to the Project on=,the°Effective
Date, .
action b
reductio
would of
substant
2012P32:133320.F Final Draft
:y"- as used herein,
:tics or slope densi
maity of use, or -de
de development of t
'dance with the Proi
..._ ....z
isuits In
Which
lls".�
TRIS FINAL DRAFT OR GREEN PAPER (DOamm
2012PR2.133320.F) IS COPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACLTRPANTING TRIS DRAFT. DATED JAKUY
18. 1996. (DOCIRERT 2012PR2:133320.RL)
(n) "Processing Fees" means all reasonable fees required by
the City under the Applicable Rules including, but not
limited to, fees for land use applications, project permits,
building applications, building permits, grading permits,
parcel maps, tentative tract maps, final subdivision maps,
lot line adjustments, and certificates of occupancy which
are necessary to accomplish the intent and purpose of this
Agreement and the Specific Plan. Processing Fees, as
defined herein, shall not include impact fees, standby and
connection fees, assessments, charges, general or special
taxes and any municipal financing (hereinafter referred to
collectively as "exactions") which may be imposed by the
City on development projects pursuant to laws enacted after
the Complete Application Date, except as specifically
provided in this Agreement and in the Specific Plan.
(o) "Project" means the total aggregate development
authorized by the Porta Bella Specific Plan and related
General Plan Amendments, which project includes 1244
single-family dwelling units, 1,667 multi -family dwelling
units, 1,947,904 square feet of gross leasable area for
commercial office, retail, and business park space, one
hotel, and an area for institutional space.
"Project" includes any'improvement with respect to the
Property for purposes of effecting the structures,
improvements, and facilities contemplated pursuant to this
Agreement and the Project Approvals including,, without
limitation, grading, the construction of the infrastructure
and public facilities,,.the,:
THIS FINAL DRAFT ON GREEN PAPER (DOCIRENT
2012PS2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JAMMY
18, 1996, (DOa ENR 2D12P62:133320-20
(q) "Project Site" means the Property as hereinabove
defined in Recital D.
(r) "Public Improvements" means (i) those improvements that
Developer agrees to construct and dedicate or, (ii)
alteratively, the payments of money and/or the dedication of
land to the City or such other public entity as the City
shall lawfully designate including, without limitation,
school facilities and school fees to which Developer agrees
in lieu thereof, which improvements include by way of
example; but not limitation, the acquisition, dedication
and, or construction of easements and facilities described
in Paragraph 4 of this Agreement.
(s) "Specific Plan" means the Porta Bella Specific Plan
91-001 (See, Ordinance No. 95-06).
(t) "Subsequent Consistent Rules" means those rules,
regulations and official policies of the City becoming
effective after the Effective Date of this Agreement, whichl
are applicable to the Project and the Project Site, are
consistently and evenly applied to all residential
developments in the City and are generally applicable on a
Citywide basis, do not affect or control the timing of
development on the Project Site, the permitted uses for the
Project Site,:or the permitted density or intensity of
development on.the'Project Site, do not prevent or
unreasonably delay the issuance of permits or other,authori-
zations necessary -for the -implementation and development of
the Project iiFiccoidance with this. Agreement,.and.ar,.e based
upon a determination'by th'e�-City•,council,of the, -''.City, after_
public hear###` end laased-on substantial evidence in. the ' "
record of"thehearing that the failure of the City, to apply
a particular,, subseVently adopted rule, regulation or`
official' pol3.8j.'aill,place residents of the City .in, a
condi tionsubstantiilly dangerous to their Health and Safety
and .:;1ichconditi'on eannot _otherwise be mitigated in a
reasonablemarineC.
(u).Vaey10Ceriter Overlay Area" means that.portion of the
Spec fxc PlanrAitaach is designated in the Genera]`Plan
as the ;V hey, �ettt0, Overlay and in .which- the Town. Center,
District and thg oledad'District,(as defined in.the
Specific Plank >ai a located.z
2. Publid'8enelits. "This Agreement confirms the benefits'-.
provided for in the:.Specific Plan and Conditions of Approval as
2012PB2:133320.F - Final Draft - Jamory 18,. 1996 -11- - _
THIS FINAL DRM a1 GREEN PAPER (DOM ENT
2012PH2.133320.F) IS mPARED To THE
RELINE VERSION ON TELLOII PAPER
ACOOHPANTINO THIS DRAFT, DATED JAHOART
18, 1996, (DO[IRENT 2012PH2:133320.RL)
set forth in Paragraphs 4(a) and (b) hereof, and additional
public benefits not required in the Specific Plan and Conditions
of Approval, as described in Paragraph 4(c) hereof.
3. Development of the Property. In addition to the
Applicable Rules, Conditions of Approval, requirements of the
Specific Plan and General Plan, all as hereinabove defined,
development of the Property shall be subject to the following:
(a) Entitlement to DeveloTi. Developer is hereby granted,
as of the Effective Date of this Agreement, the vested right
to develop the Project and the Project Site for the Term, to
the extent and in the manner provided in this Agreement.
(b) Project Development. Development of the Project will
be governed by the Project Approvals, the Applicable Rules,
this Agreement and by the General Plan, as implemented
through the Specific Plan. Except as otherwise provided int
this Agreement, the use designation for the Property, thejt
permitted uses of the Property, the density or intensity of
use, the maximum height and size -of any proposed buildings
and the zeservation or dedication of land for public
purposes are as set forth in the Project..Approvals.
(c) chances in Law
(i) Chances Which Do Not`Anvlp
change in the ordinances, _.laws,
policies of the City,inciuding
change in any-applicable`Genera
Plan Element, :or: zoning' or'Subd
g
such chane,bv"means of-'`an`11 ordi
instituted- for.any retie
employee thereof, or by t.
bei =which would, absent -t:
apg`licable to the Project
any, way with,' or bs -more.
Applicable Rules.; shall , -n"
the Project -or developmEi
such changes constitute -s!
(ii) Changes in
Notwithstanding Para
the Project shall be
2012PB2:133320.F - Fina( Draft - Jamiery 18, 1996
:o Project Rules. Any
.ules, regulations or
►ithout limitation., any
Plan. Element,-`,Speaffid
ce- i'nitJ
Arium,_ i2
er and ac
or any of
ty, , or at
rate, as'
went,_otl
h would c
ve', than,;',
y the
rd(
p case may
rise be
'lice in
City to i�
unless
Codes.,
,-development of --
.occurring from
THIS FINAL DRAFT OM1 GREEMI PAPER (DOpIENT
2012PB2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACM PANTING THIS DRAFT, DATED JANUARY
18, 1996, (DOCUFllT 2012PS2:133320.RL)
time to time in the Uniform Building Code and other
uniform construction codes, provided such changes have,
and are designed to have, general applicability on a
City-wide basis. In addition, development of the
Project shall be subject to changes occurring from time
to time in Chapters 18 through 22, inclusive, of the
Santa Clarita Municipal Code applicable to private
improvements to be constructed on the Property and in
construction, engineering and design standards
applicable to public improvements to be constructed on
the Property, provided that such changes do not reduce
the use, density, or intensity of use as embodied in
the Project Approvals and (i) are found by the City to
be necessary to the Health and Safety of the residents
of the City, and (ii) are generally applicable to all
property in the City. Nothing in this Paragraph
3(c)(ii) is meant to revise, amend, or modify, the
definition of "Health and Safety" as set forth in this
Agreement.
(iii) Effect of Chances in Applicable Rules or
If the A
Project b
the use,
occur as
Developer
other rig
applicabl
to
pplicable Rules are modified and applied to
y the City for any reason, or,if reductions
intensity of use, or density of the Project
the result -of litigation or otherwise,, then
shall have the rights (in addition to all
hts and remedies under this. Agreement or,
e.,law).set forth in Paragraph Thereof.
paragraph 3(c)(i1i) st
.ty to modify the.Appl'
te Project, unless -suck
isly permitted by othei
Discretionary Action ini
:doe& Tot change the uses
intensity of use,, floor
and which meets the Appl
yards, "or parking ratios
Applicable Rules. For t
2012PB2:133320.F - Final Draft - Jaeary 1E, 1996 -13-
on or
in
as
n is -
of
ht,; ;
*s;
the
rs ::
TSIS FINAL DRAFT ON GREEN PAPER (DOmIENT
2012P82.133320. F) IS COPARED TO THE
RELINE VERSION ON TELL0( PAPER
ACCOFANYING THIS DRAFT. DATED JAMLM
18. 19%. (DO]1ENT 2012PB2:133320.RL)
necessary or desirable to accomplish the intent,
purpose and understanding of both the City and
Developer in entering into this Agreement, and
expressed in this Agreement. So long.as Developer
complies with the Applicable Rules, the City
agrees that it will not unreasonably withhold from
Developer, or unreasonably condition, any
Discretionary Action or Discretionary Approval
granted by the City and required in order for the
Project to proceed to construction, completion and
occupancy. The City hereby agrees that land uses,
density, intensity of use, floor area, building
height, lot area, setbacks, yards, parking and
other entitlements permitted on the Property by
the Project Approvals are approved or will be
approved pursuant to the provisions of this
Agreement, provided that Developer satisfactorily
complies with all preliminary procedures, actions
payments of Processing Fees and criteria generally
required of developers by the City for processing#
applications for development and consistent with
this Agreement. The City is bound to permit the
uses, intensity of use, and density on the
Property which are permitted in this Agreement.
Any subsequent Discretionary Action by the City
and any conditions, terms, restrictions, and
requirements for such Discretionary Actions by the
City, shall not prevent,development.of the
Property for the uses,and to the maximum density
or.intensity of development set forth in the
Project Approvals and - this•Agreement
and din- the Project Approvals; i, or as; mandated and
required pursuant to Paragraph, 3 (c):(iv) (3) , above,
in the -=development of'the Pxoject;,Developer shall
not be `required to pay any exactions which may be
imposed by the City on development;:projects
pursuant.to laws enacted after the -Complete
Application Date.
(d) Extension°of Tentative'Paroel Maos; 'To the _extent
allowed by- the Subdivision Map Act;_ (Secti`ott .'66410,;' -e -t sea.)
the terms of:
(i) Any tentative map including, without -'limitation,
Vesting Tentative Map 51599...and any other."tentative
2012PB2:133320.F Fins( Draft - Janery 18, 1996 —15—
TRIS FINAL DRAFT ON GREEN PAPER (DOCLMM
2012PB2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JANUARY
18, 1996, (DOMMM 2D12PB2:133320.RL)
of density and floor area within the specific Plan
Area as permitted by the Project Approvals shall
not constitute a change in density or floor area
and shall be governed by the Applicable Rules.
All minor changes as identified in the specific
Plan shall be governed by the Applicable Rules and
Project Approvals.
(2) Chance in Entitlement. Any subsequent
Discretionary Action initiated by Developer, which
changes the use or increases the density or
intensity of use, on the Property (or any portion
thereof) beyond that permitted in the Project
Approvals, shall be subject to the rules,
regulations and official policies of the City, in
effect on the Complete Application Date of the
Discretionary Approval and shall become a part of
the Project Approvals under this Agreement upon
approval; provided, however, that no such
subsequent Discretionary Action, whether approved
or disapproved,,will constitute grounds for the
termination of this Agreement or otherwise affect
the enforceability of this Agreement with respect
to the development of the Property hereunder.
(3) Changes Mandated and Required by
Federal/State Law. This Agreement shall not
preclude the application to the Project of changes
in the Applicable Rules, including City
ordinances,,-rules;regulations and official
policies, toCth0(, extent that such changes are
mandated and"` -required to be applied -to the; Project
bystate or:,federal laws or regulations or by
directiq#s oil`a-acourt of competent jurisdiction
over=.the"-ProjeCt`'Approvals, the Applicable Rules
or. this A'greemeTit. As provided in Section 65869.5
or -any -'successor statute thereto, if state or
Y federal laws'or regulations or a court order
°prevent or preclude compliance with one or more
provisions.in this Agreement, such provisions.
-shall:be modified`or suspended as may be necessary
to comply .whh•such state or federal laws°or'
regulations or•a_court order.
(4) Action by oity. The City agrees"to timely
consider and act upon subsequent Discrotighary
Actions or Discretionary Approvals reasonably
2012PB2:133320.F - Final Draft - January 18, 1996 —14—
THIS FINAL DRAFT ON GREEN PAPER (DOR/ENT
2012PB2.133320.F) Is COPAto To THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JAMNRY
18, 1996, (OOL711ENT 2012P82:133M.RL)
tract map or vesting tentative map which may be adopted
for the Project;
(ii) Any amendment (or reconfiguration) of any such map
(including any lot line adjustment or merger of lots
within such a map); or
(iii) Any other map relating to a subdivision of
any part of the Property filed prior to the termination
of this Agreement, shall automatically be extended for
the Term of this Agreement.
(e) Conditions and Mitigation Measures. Subject to the
provisions of Paragraph 8(b), Developer shall be responsible
for complying with all conditions and mitigation measures
required for subsequent tentative map approvals consistent
with the provisions of this Agreement.
(f) City Acknowledgement and Findings.
(i) Recognition of Developers Right to Rely. The
City acknowledges that in investing money, and the
planning effort in and to the Project, and in
undertaking commencement of the Project, Developer will
be acting in reliance-upon the City0s covenants
contained in this Agreement and upon the enforceability
of this Agreement, and the City agrees that it will be
reasonable and justifiable for Developer to sorely.
(ii) consistenov with Applicable Rules. The City finds
that the Project,;th* required traffic and circulation
and other'improvements;"'and the proposed public-
facilities;,";loaated,'both:-on.the Property and outside
the Property bouniaries are consistent with the
General."Plan,*'iii6 iiditlg"'the Specific Plan and the
a pplicableeioningxregulations. The City further finds
based iLpon `alk'irformation made available to the City
priorato,,or-concurrently with, the execution of this .
Agreement;+,that there are no Applicable Rules that
: prokiibit `(5r. prevent full completion andoccupancy
sthe_ProTect ,fn=•adaordance with the uses, densities, _
intensities, designs;.; maps,` heights and phasing
incorporated'into this'_�Agreement. Developer is.-,
entering into this Agreement-in reliance upon„each such
finding •.. .
2012PB2:133320.F - Fire( Draft - daruary 18, 1996 —16—
THIS FINAL DRAFT ON GREEN PIPER (DOM)ENT
2012PH2.133320.F) 12 COMPARED To THE
RELINE VERSION ON TELM PAPER
ACCOVANYING THIS DRAFT, DATED JAWART
111, 1996, (DOCLI ENT 2012PH2:133320.RW
(iii) Interim Uses. The City agrees that Developer
may use the Property during the Term of this Agreement
for any use which is otherwise permitted by the
applicable zoning regulations, the Specific Plan, and
the General Plan in effect at the time of the interim
use.
(g) Phasing of Development.. Developer cannot at this time
predict when or the rate at which phases of the Project will
be developed. Such decisions depend upon numerous factors
which are not all within the control of Developer, such as
market orientation and demand, interest rates, competition
and other factors. The California Supreme Court held in
Pardee Construction Co v. City of Camarillo, (1984) 37
Cal.3d 465, that the failure of the parties therein to
provide for timing of development allowed a later adopted
initiative which restricted the timing of development to
prevail over the agreement of the parties. In order to
avoid the effects of that decision, it is the intent of the
City and Developer to cure the deficiency described in
Pardee by providing for the right of the Developer to
develop the Project in such -.order and at such rate and times
as Developer deems appropriate within.the exercise of its
sole reasonable business judgment. Therefore, the parties
have agreed as follows: .1
At the time that the Project Approvals were granted and
the Conditions of Approval were imposed for the Project, the
Project was divided into three geographical areas identified
as Phase 1, Phase 2, and Phase 3 (collectively, the
"Phases"). The numbers of units,"'and-types`of development
intended to be -'placed in each'of=the Phases"are identified
in Condition 'of Approval TE -14,,.
City acknowledges and agrees that, notwithstanding
anything „contained in this Agreement or the Project
Approvals: to the contrary, Developer -may divide one or more
of thiP Moses in subsections for purposes of recording maps
and s6hed2ling construction. City -further acknowledges that
markef4g06'ditions may make it expedient -.dr desirable for
Developer"to proceed -with. portions of one`of-the Phases in
an order other than that indicated by thenumeral:_
identification of a Phase (by way,of eXai
mple�and-`n no way
intended to limit the possible alternitive;;order;'e.g., to .
build a portion of Phase 2 before Phase l or. a.,;portion of
Phase 3 before Phase 2).
2012PH2:133320.F - Fimt Draft - JarRory 18, 1996 —17—
THIS FINAL DRAFT ON GREEN PAPER (DOCI)EYT
2012P62.133320.F) IS COWA90 TO THE
RELINE VERSION ON YELLOW PAPER
ACCaPANY1NG THIS DRAFT, DATED JAMMY
18, 1996, (DOOMM 2012PB2:13320.RL)
City and Developer hereby agree that, unless otherwise
required pursuant to Section 4 of this Agreement, whenever
the Conditions of Approval or Project Approvals require an
improvement or improvements (a "requirement") to be
constructed prior to issuance of certificates of occupancy
for a Phase, that requirement shall be completed as follows
(1) with respect to street improvements and traffic
conditions for a subsection for which Developer proposes to
record a map, at the time dictated by traffic studies
required in connection with the recordation of such map; and
(2) with respect to all other requirements for a Phase,
prior to issuance of occupancy certificates for a subsection
within a Phase only to the extent such requirements
reasonably satisfy the impacts from the development of such
subsection; provided, however, that Conditions TE -4, TE -5
and TE -12 shall be met prior to completion of the first
subsection constructed by Developer, regardless of the order
in which the Developer constructs the Phases.
(h) Right -of -Way Acquisition..
g
(i) Acquisition of Right -of -Way for Roadways or
Street improvements. With respect to any and all
necessary right -of way acquisitions for the roadway or
street improvements provided for in this Agreement or
otherwise required under the Project Approvals,
Developer shall be afforded the right to use its best
efforts to negotiate such acquisitions with concerned
third parties If such efforts by Developer -are
unsuccessful, itxsfiall,notify the City. and, in such';
notice, shall set°:forth the nature of the --property
interest ("Requtr6 '`Property Interest") which the
Developer has unsuccessfully sought to 'acquire -.or.
obtain to"satisfyany requirement of this'Agreement or
any Project'ApproVal. ;",Upon notification, the -City
agrees to- exercise,; iri a' -timely manner, its best
E`fforts to'cooperate in -connection with the
implementation ofd"such improvements and agrees to-
fo2"]ow al1,proceaures required to acquire' any;. necessary
rights=of-way at ",fair. market value by,. -,private
negotiations, 'nCVlhich it shall give notice to
Developer.rj'The7lCity"further agrees.that if -"`despite
such negotiatioris;'it'is`unab_le to acquire auch'landr,."
it shall conduct'iiaiings and exercise its.discre_tion
with respect to_acquiring-required rights-af-way'in
accordance with -'the provisions of Californie.Code of
Civil Procedure•Section 1240.010, et seg The, parties
2012PB2:133320.F - Fi'ml Draft - Jana3ry 18, 1996 / —18—
THIS FINAL DRAFT ON GREEN PAPER (DOCUMENT
2012PS2.133320.F) IS COMPARED TO THE
RELINE VERSION ON TELLW PAPER
ACCOMPANYING THIS DRAFT. DATED JANUARY
18. 1996. (DOCUMENT 2012PB2:133320.RL)
hereby agree that, as a condition to the City's
acquiring any required rights-of-way, Developer shall
be responsible for, and shall advance to the City the
fair market value of any and all Required Property
Interests acquired by the City and shall reimburse City
for all reasonable additional costs incurred by City in
the exercise of eminent domain with respect to such
acquisitions, including, without limitation, reasonable
attorneys fees and costs.
(ii) Third Party Exactions. If, subsequent to the
Effective Date, third parties apply for, or are granted
by the City, entitlement to the use of real property
benefitted by roadways or street improvements required
by, or set forth in, the Project Approvals or this
Agreement, the City shall require such third parties
(a) to acquire, dedicate and improve, at a minimum,
such necessary rights-of-way and interests in real "
property as are required for the development of such
third parties and (b) to equitably reimburse Developers
for any benefits which any such third party derives
from roadways or street improvements or other public
facilities provided by Developer at its cost.
The term "benefit" as used in this Paragraph 3(b)(ii)
shall include, without limitation, provision of
capacity for impacts and the elimination of impacts
with which any third party would have had to contend in
his/her/their/its development but for the improvements
provided by Developer. Reimbursement by a third party
for benE7fit,.to that third party created.by Developer
shall include all costs which are in excess of
Developer$s;'fair-share"of the costs to provide the
benefit., "-
4. Obligations of Developer. In order to construct the
Project, Developer is required to perform those requirements and
to satisfythose conditions in ,connection with the development of
the Project Ag, -set forth in the Specific Plan -and the Conditions
of Approvalll� ' summarized in Paragraphs 4(a) and 4(b) below,
which are intended to-recite"and summarize elements of the .
Specific Plan -and conditions of':Approval and;_except as otherwise
expressly provided, ar`e not intended to.modify, amend or revise
the Specific Plan or the Conditions of Approval in:any way. In
consideration for the City entering into this Agreement, the
Developer agrees to provide those items set forth in Paragraph
4(c) below.
2012PB2:133320.F - Final Draft - Jamory 18, 1996 —19—
TVIS FINAL DRAFT co Tim PAPER (DOCIRERT
2012PB2.13332D.F) IS COIPARED TD THE
RELIIE VERSION 00 TELLW PAPER
ACLAPABTIH6 THIS DRAFT, DATED JAKART
1E, 1996, (DOCIIERT 2012P62:1 RL)
(a) General Project Requirements
(i) Restoration. As development proceeds, the Project
shall be governed by the Specific Plan which seeks to
restore a highly disturbed site to compatible
contemporary uses in contrast to its current status as
a vacated former industrial manufacturing site in the
middle of what has become a residential and suburban
community, (See, Section 2.3 of the Specific Plan.
(ii) Implementation of the valley Center Concept of
General Plan. As development proceeds, the Project
shall implement the Valley Center Concept of the
General Plan as follows:
(1) Commuter Rail station. Integrating an array
of mobility alternatives provided by the Project
with the Commuter Rail Station Site located in the
Soledad District, as required by Section 4.2 of:
the Specific Plan.
s
(2) People over. Connecting the lower elevation
of the Commuter Rail Station Site adjacent to
Soledad Canyon Road to the higher elevation of the
Town Center District with a people mover as
required by the Specific Plan and the Conditions
of Approval. (See Sections 3.1.1. 3.1.2, and 4.4
of the Specific Plan and Conditions of Approval
DS -13;_ TR -3 and TR -5). Notwithstanding anything
to the:contrary contained herein''or;=in the Project
Approvals,Developer may,:,in it sole discretion,.
satim1fy;'this requirement with either a funicular
or escalator.
nr:..
(3) Kq&Aesitrian Access. Providing` direct
pedestrian' access to the "Santa clarita
;;.,Transpprtation Center" located at'the Commuter
*zRail_Stition Site in accordance with the.
" requirements of Condition of Approval TR -3, a
,grade'separated under crossing bf`the rail line..
(utilfiingzthe existing railroad' ridge) to allow
pedestrian and bicycle access from",the Soledad
.'District -(as defined in -.the Specifio Pian.at
Sectioi'3.1.2) to the Commuter Rail; Station and to
the "Chuck Pontius Commuter Rail_Trail";:y,in
accordance with Condition of Approval 'PR -10, and
pedestrian connections to various.tesidential and
2012PB2:133320.F - Fire( Draft - lauary 111, 19% —20—
TNIS FINAL DRAFT ON GREEN PAPER (DOCA ENT
2012PH2.133320.F) IS COPARED TO THE
RELINE VERSION OR yELLOY PAPER
ACCOMPANYING TRIS DRAFT, DATED JANUARY
18, 1996, (DOOAENNT 2012PR2:133320.RL)
nonresidential components of the balance of the
Project, including the "ridge runner" trail.
(iii) Open Space, Parks a Recreation. The Project
shall provide not less than 448 acres (constituting
approximately forty-four percent (44%) of the Property)
as open space (including parks, recreation areas, open
space and riparian habitats), all as described in
Section 3.6 of the Specific Plan. Notwithstanding
anything contained in this Agreement to the contrary,
the parks set forth in the Specific Plan shall be
offered for dedication in'the phase of development in
which such parks are located and Developer shall
receive full .credit against all applicable Quimby Fees
and similar fees charged by any governmental entity
with respect to the provision of parks and open space
in connection with the development of dwelling units,
including fees imposed pursuant to Chapter 16.15 of the
Development Code and Section 17.17.060 of the
Development Code. If a phase of development is
commenced before a park or parks (or other recreational
facilities) required pursuant to the Specific Plan or
under this Agreement have been provided, and if fees in
connection with such development have been imposed in
lieu of the dedication or provision of such parks or
recreational facilities, then the City shall reimburse
(together with any interest earned thereon) Developer
for such fees to the extent such parks are subsequently
dedicated or provided by the Developer.
UV) Elel
in the Co
Dale Can!
Specific
for the .e
ovisions of t
Exhibit "B°) .
'Site..,Developer shall reserve,
Let arei'located at the end of Oak
:ed..inSection 3.1.3 -of the
,not to exceed ten (10) acres,
;,dP''an elementary school for the
lct,- which site shall be subject to
School Mitigation Agreement.
JVJ~:Road System. Developer shall pay the Via
Princessa,'Bridgg`and:Thoroughfare-`District fees, for
each unit or=acre withili said District, in the amount
of $7,150`per"single family dwelling unit, $5,720 per
multi -family dwelling unit,�;$5,005 per multi -family
apartment; $35,750 per acre of commercial land use;
$7,150 per acre of neighborhood commercial land use,
and $21,450 per acre of industrial land use, and
2012PS2:133320.F - Final Draft - Jaraary 18, 1996 —21—
TRIS FINAL DRAFT OR GREEN PAPER (DOCIERT
2012PR2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACMWAIIYIR6 THIS DRAFT. DATED JAIRIART
18, 1996. (DORREIIT 2012P62.133320.RL)
Developer shall pay the Bouquet Canyon Bridge and
Thoroughfare District fees, for each unit or acre
within said District, in the amount of $5,300 per
single family dwelling unit, $4,240 per multi -family
dwelling unit, $3,710 per multi -family apartment,
$26,500 per acre of commercial land use; $5,300 per
acre of neighborhood commercial land use; and $15,900
per acre of industrial land use, all in accordance with
the Conditions of Approval, or in lieu of all or part
of such fees, will construct significant portions of
roads and intersection improvements as required under
the Conditions of Approval, including the following
four General Plan Circulation Element roads:
(1) Santa Clarita Parkway, at an estimated cost
of $43,008,300.00;
(2) Magic Mountain Parkway, at an estimated cosi
of $16,320,000.00;,
(3) Via Princessa, at an estimated cost of
$12,000,000.00; and
(4) Bermite Connector (Main Street, as defined in
the Specific Plan), at an estimated cost of
$647,000.00.
Developer shall be given credit for
incurred for construction of the roa
against any.fees required in either.;
Bridge and'Thoroughfare District or
Bridge and_Thoroughfare District. Z
acknowledgeand agree that no portio
shall" be::>subject to fees payable.und
Princess2L,Bridge and Thoroughfare Di
Bouquet 'Canyon Bridge and'Thoroughfa
(1) "Commuter Rail. The Speci:
Contemplates the continued loc;
Commuter Rail Station in its -c1
5, the :Sbledad District._ (See0. Si
Specific Plan). Developer has
possible by entering into that'
Rail Station Lease with option,
City, pursuant to which Devel'oj
2012PB2:133320.F - Fi'aL Draft - Janary 18, 1996 -22-
actual costs
ds described above
the Via:,,Princessa
the' -Bouquet_ Canyon
he,parties--fiereto
of_,the `Project -
err both the ;Via
strict `and' -the .
re District".
lea.
's
ion in
1`the
ocation
muter
with
o_permit
J
THIS FINAL DRAFT 00 GREEN PAPER (DOo1ExT
2012PH2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOPANTIHG THIS DRAFT, DATED JAMMY
18, 1996. COMMENT 2012PB2.133320.RL)
the City to use a site, consisting of 6.4 acres
initially and an expanded site of approximately 10
acres. The Developer's obligations with respect
to the Commuter Rail Station Site shall
hereinafter be governed by the provisions of
Paragraph 4(c)(iv) below. Developer's independent
appraisers have valued the Commuter Rail Station
at $2,500,000. J
(2) Bus Transit. Developer shall provide bus
stops and shelters as required pursuant to ED -39
and TR -2 of the Conditions of Approval. (See,
Section 4.3 of the Specific Plan).
(3) People Mover System. As described above in
Paragraph 4(a)(ii)(2).
(4) Pedestrian Svstem. Developer shall provide
(a) direct pedestrian access to Main Streed
and Via Princessa (as identified in the
Specific Plan) to facilitate access to bus
transit, in accordance with TR -3 of the
Conditions of Approval;
(b) a grade separated under crossing of the
rail line to allow pedestrian access from
portions of the Soledad District to the
Commuter Rail Station Site in accordance with _
the Conditioi}s of -.Approval;
within the'01
Plan., area"' Y
Conditioner of
-the`Specific
obligation,is set fort
and agreed by _"City:=arid
carry out the obligati
estimated cost is stat
ultimate value of the''
than that estimated he
2012PH2:133320.F - Final Draft — JaM ary 18, 1996
in
Nr trail" atop ' they -ridge
Rce areas of the;Specific
,dance with of the
wal. (See Section -4.5 of-.`-
�r
,est imated cost for ,an,-.
lis`Agreement,.it is understoodf.
iper'�that the Developer,,shall
which such estimated value or
-espective of whether or notthe ':
:iori'is• of _greater _ori less value
TRIS FINAL DRAFT ON GREEN PAPER (DOCL EI(F
2012PS2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT. DATED JAMIART
18, 1996, (DORRENT 2012PR2:133320.RL)
(d) a community trail connecting the
elementary school site and adjoining park
with the community park, an additional
neighborhood park, and the "ridge runner
trail" through a grade separated
under -crossing and green belt, as depicted in
Section 3.1.3 and 3.1.4 of the Specific Plan,
notwithstanding anything contained in this
Agreement to the contrary, Developer shall be
deemed to have satisfied the requirement for
such community trail if the trail meets the
design standards set forth in Exhibit "D"
attached hereto.
(5) Bicycle Systems. Developer shall provide
bicycle trails throughout the project connecting
to the city-wide bicycle trail network, in
accordance with PR -10 of the Conditions of
Approval. Notwithstanding anything contained in
this Agreement to the contrary, Developer shall bib
deemed to have satisfied, the requirement for Class
I trails under PR -10 of the Conditions of Approval
by locating a Class I trail along Magic Mountain
Parkway within the Project.
(6) Equestrian Path. Developer shall provide an
equestrian path located in the Oro Fino Canyon
area of the Project which connects to points
offsite currently used by equestrians. Two (2)
under crossings will be provided under Santa
Clarita Parkway,.south of Via Princess,.to be
constructed at the time that portion of':Via
. Princessa-is built. Notwithstanding anything
contained':in this Agreement to the contrary,
Developer shall be deemed to have satisfied the
requirement for equestrian trail under -crossings
,! ",by locating one under crossing near -,the
,,.-institutional site shown in the Specific Plan and
another at the Placerita Creek Trail. _(See, 4.6
�-of the Specific Plan).
(7) Job/Housinq Balance. In keeping•with.the
Valley Center Overlay, and providincj;for the
commercial needs of the Project,; as" ell -
as the '
surrounding communities, the commercialand office
components shall be concentrated irr-a"-central area
of the Project's Town Center District,,,(See
2012PB2:133320.F - Final Draft - January 18, 19% —24—
THIS FINAL DRAFT ON GREEN PAPER (DOQRENT
2012PB2.133320.F) IS COWARm TO THE
RELINE VERSION ON YELLOI PAPER
AC00NPANY1NG THIS DRAFT, DATED JANUARY
18, 1996, (DOLIREHT 2012PB2:133320.RL)
Section 3.1.1. B of the Specific Plan). The Town
Center District also includes residential uses as
a result of which, the Project joins the provision
of job creating commercial land uses with
supporting housing.
(b) Special Project Requirements.
(i) Sprinabrook Improvements. Prior to occupancy of
Phase 1, Developer shall construct streetscape
improvements to Springbrook Avenue as more specifically
described in Condition of Approval DS -30. To meet this
condition, Developer shall construct such improvements
to the standards and specifications set forth in
Exhibit "E" attached hereto.
(ii) "Oak Orchard Area" Drainaoe improvements.
Developer shall construct drainage improvements for the
Oak Orchard area of Placerita Canyon as set forth in
Condition of Approval DS -28: To satisfy the
requirements of this condition, Developer shall
construct such improvements to the standards and
specifications set forth in Exhibit "F" attached
hereto.
(iii) "Oak Orchard Area" Emergency Access.
Notwithstanding anything contained in this Agreement to
the contrary, Developer shall be deemed to have
satisfied the requirements of Condition DS -27 of the
Conditions of Approval-,if,Developer`constructs ,a locked
gate and driveway apron._
(iv) circle J,.Estates Suffer. 'During the construction
of via Ppincessa, Developer shall -meet the requirements
of Conditibh DS -23 of.theConditions of Approval.
Notwithstanding anything;'.contained in this Agreement to
the ;contrary, -Developer shall be deemed to have
satisfied the requirements of Condition DS -23 of the
Conditions of Approval'if Developer installs the buffer
snhe-location designated in Exhibit "G" attached -
hereto and°meets .the design standards set forth in
Exhibit "H's atta-Chedd-heretq .;, -
(v) Karie Lane Acce88:"-O.Developer shall construct a'=
gate -guarded entry at the Karie Lane entrance. to the
Circle J Estates to the extent required pursuant to
Condition of Approval DS -25. Notwithstanding anything
2012PR2:133320.F - Fina[ Dnft - Jaomry 18, 1996 —25—
THIS FINAL DRAFT ON GREEN PAPER (DOCIIIEIFT
2012PR2.133320.F) IS COMPARED M THE
RELINE VERSION Or TELLON PAPER
ACCOPAIITING THIS DRAFT, DATED JANUARY
18, 1996, (DOCUMENT 2012PR2:133320.RU
contained in this Agreement to the contrary, Developer
shall be deemed to have satisfied the requirements of
Condition DS -25 of the Conditions of Approval if
Developer meets the design standards set forth in
Exhibit "I" attached hereto.
(c) Further and Special Consideration for Development
Agreement. As consideration for this Agreement, the
Developer hereby agrees to provide the following
improvements which, to the extent hereinafter set forth,
modify, amend or revise the Conditions of Approval:
(i) Developer Shall Cause the Whittaker
Corporation to Indemnify the City. Developer shall
enter into, and Developer hereby agrees to cause The
Whittaker Corporation to enter into that certain
Indemnity Agreement attached hereto as Exhibit "J" for
all purposes related to indemnification of the City;
(ii) Design of Magic Mountain/Via Princessa
Roadway. The Developer shall. design the Magic 3
Mountain/via Princessa roadway to be a through street,
if possible. The City' -shall consider the
recommendations of future traffic studies and Developer
may satisfy this condition by constructing the road
improvements to meet then -existing traffic requirements
based upon revised traffic studies as approved by the
City;
(iii) City to be Party to CCBRS, The City shall be
made a party to all conditions, covenants and
restrictions -(the "CC&Rs") for the Project and the
consent-:of.the City shall be required to permit any
homeowners'sassociation.*formed_pursuant.to the CC&Rs to
disband ar become inactive;
..Kara station site. Developer shall enter into an
agreement,-in'the same form and substances as Exhibit
01Kru attached hereto, pursuant to which Developer shall
daPbh`e fol -lowing (a) Developer shall,lease the Commuter
Rai,h Station Site-to_the City for One Dollar ($1) per
year.; fora period of three (3) years,from the date of
e
the xeclit3on of this Agreement; (b) -shall grant to
City an option to purchase the Commuter.*Rail Station
Site at any time during such three -year -lease term at
the 1995 appraised value ($2,500,000): plus any percent
2012PB2:133320.F - Firet Draft - January 18, 1996 —26—
J
THIS FINAL OHM ON GREEN PAPER (DommENT
2012PB2.133320.F) IS COMPARED TO THE
RELINE VERSION ON TELLCM PAPER
ACCWANTING THIS DRAFT, DATED JAHIURI
13, 1996. (DOCINENT 2012PR2:133320.RL)
by which the Consumer Price Index (as hereinafter
defined in footnote 11) has increased between April
21, 1995 (the date of the valuation) and the date on
which the ,purchase is consummated; (c) if, at any time
prior to the consummation of any purchase pursuant to
clause (b) above, Developer records the final tract map
for any subsection of the Project, Developer shall
dedicate the Commuter Rail Station Site to the City
upon such recordation; and (d) if, at any time after
the City has purchased the Commuter Rail Station Site
Developer records the first final tract map for any
subsection of the Project, Developer shall reimburse
the City for the full purchase price by the City plus
any percentage by which the Consumer Price Index has
increased during the period between the date the City
consummated its purchase and the date of reimbursement.
From (a) the date of the execution of the Commuter Rail
Station Lease to the City pursuant to this Agreement,
or (b) the date on which the City is reimbursed for the
purchase price of the Commuter Rail Station Site, the
City shall use the Commuter Rail Station Site as a
public passenger station for commuter rail
transportation, subject only to ancillary uses
supporting such primary use.
(v) Compliance with Condition T8-12. The Developer
shall comply with Condition of Approval TE -12 to
provide widening of Magic Mountain Parkway
(Magic/Princessa) to four traffic lanes from Rio Vista
Road to Rainbow Glen Drive in accordance with Traffic
Engineering Condition of Approval TE -1 prior:to
issuance of occupancy permits for Phase .l of -,the
Project instead of Phase 2,
(vi) Grading City -owned Site. The Developer
shall, during -.Phase 1 of the.Project grading and at its
sole cost;"grade-twenty (20) acres ("Civic Center
Parcel") of`the two hundred thirty (230) acre City-
bkn6d_site next to the Bermite Site (the "Civic Center
as more particularly described in Exhibit "L"
"Consumer Price Index" shall, for -all-purpoies'in=-this-
Agreement,
his-Agreement, shall mean the United States Department of Labor
revised Consumer Price Index, Los Angeles -Anaheim -Riverside
CMSA, All Urban Consumers (CPI -U), all items (1983=1984 =
100) published monthly by the Bureau of Labor Statistics.
2012PB2:133320.F - Firrl Draft - January 18, 1996 —27—
THIS FINAL DRAFT DH GREEN PAPER (DDCUENT
2013`112.133320.0 IS COPAR® M THE
RELINE VERSIOH ON TELLDH PAPER
ACO) PANTING THIS DRAFT. DATED JAWART
1E, 1996. (DWJEMT 2012PN2:13332D.RL)
to this Agreement, in accordance with previously
drafted Civic Center Master Plan, as shown in Exhibit
"M" to this Agreement, as that Plan may subsequently be
modified by the City Council from time to time;
provided that, at the time of such grading, the Civic
Center Parcel is designated in the City's General Plan
(as the General Plan exists at the time of such grading
and not as defined in this Agreement) in substantial
accordance with the Santa Clarita Civic Center Master
Plan Report of May 17, 1993. The estimated cost of
said grading is approximately $3 million.
(vii) Radio Repeater System. The Developer shall,
at its sole cost, dedicate to the City a site for a
radio repeater system station (the "Radio Repeater
Site") at a location at the highest, or otherwise most
advantageous point reasonably suited for the purpose
and acceptable to the City. The Radio Repeater Site
shall be dedicated at the earlier of (1) development of
the parcel -in which the Radio Repeater Site is locate(-;
or (2) when Phase 3 of the Project is started.
(viii) Industrial Property Deed and Grading. The
Developer shall, at its sole cost, deed to the City and
grade the buildable portion of the lot shown in Exhibit
"N" to this Agreement,an eight (8) acre industrial site
(the "Industrial Site") located near the intersection
of Golden Triangle and Redview (estimated value of $1.8
million, including grading). The Industrial Site shall
be graded and dedicated at the earlier of (1)
development of the phase in which the Industrial Site
is located, or (2) when the first building permits for
units in Phase 3 are issued. The dedication of the
Industrial Site shall contain a provision that City
shall use the Industrial Site for public purposes
throughout the Term of this Agreement;
(is) Institutional Lot Dedication. The lot
routed at the corner of Santa Clarita Parkway and Via
R ncessa (the "Institutional Lot"):which was -
previously identified as a fire station site (estimated
value of $1.3 million) shall be graded and dedicated by
Developer, at its sole cost, at the earlier of (1)
development of the phase in which the Institutional Lot
is located, or (2) when the first building permits for
units in Phase 3 are issued;
2012PR2:133320.F - Final Draft - Jarury 18, 1996 —28-
THIS FIYAL DRAFT ON GREE1 PAPER (DOUIEYT
2012PS2.133320.F) IS COMPARED TO THE
RELIVE VERSION ON YELLOW PAPER
ACCCIPAHY(HG THIS DRAFT, DATED jANLIART
18, 1996, (DOa ENT 2012PR2:13337n.RL)
(x) Utilities to be Brought to Site. The
Developer shall bring sewer, water, storm drainage and
reclaimed water lines reasonably required to service
the Civic Center Site to that Site;
(xi) Temporary Location for Bus Storage. At the
earliest time practicable, but in no event later than
issuance of a certificate of clearance of the Property
of hazardous substances issued by the Environmental
Protection Agency and the State of California, the
Developer shall provide a temporary location, to City's
satisfaction, in the industrial area of the Project for
the storage of public transit buses and shall provide
the City with a map pinpointing the location of such
temporary facility which shall become a part of, and be
incorporated in, this Agreement as through fully set
forth herein. This shall be done before Certificates
of Occupancy are issued for Phase 1.
(d) Effect of Litigation. If litigation is timely
instituted, and a final judgment is obtained which
invalidates this Agreement in its entirety, then Developer
shall have no obligations under this Agreement other than
those imposed by the Project Approvals.
5. obligations of the City.
(a) Effective Development Standards.' The City is bound
with respect to the uses permitted by this Agreement, inso-
far as this Agreement and the Project Approvals so.provide
or as otherwise set forth in the Applicable Rules. The City
hereby agrees that the land uses, density and intensity of
uses set forth.in`this Agreement are approved or will be
approved pursuant-tothe provisions of this Agreement; the
foregoing is subject to Developer reasonably and
satisfactorily, -complying with all preliminary procedures,
actiofiq,,'.payments of Processing.Fees, and criteria generally
required. -of developers by the City for processing.
applications for developments. The City agrees to timely
consiej:�,,.and act upon applications for the necessary land
use, zoning, site plan, or subdivision approvals and timely
consider and act.upon the'.applications for other approvals
and permits that will accomplish development of=the Property
for the uses, density and intensity of development'. described
and shown in this Agreement and the Project Approvals.
2012PH2:133320.F - Fiml Draft - is ry 1S, 1996 —29—
TRIS FINAL DRAFT ON GREEN PAPER (DOCIRENT
2012PR2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACLOPANTINO THIS DRAFT, DATED JANUARY
18. 1996, (DDORENT 2012PN2:133320.RL)
(b) Conflicting Enactments.. Any City ordinance,
resolution, or other measure enacted or promulgated which is
in conflict with this Agreement, or which renders
non -conforming the uses, intensities of use, or densities
allowed by this Agreement, except as provided in Paragraph
3(c)(iv)(3) of this Agreement, shall not apply to the
Property or the Project or be used by the City to
unreasonably delay or prevent the development of any phase
or component of the Project.
(c) Moratoria. In the event an ordinance, resolution or
other measure is enacted, whether by action of the City, by
initiative, or otherwise, which relates to the rate, timing,
sequencing, or phasing of the development or construction on
all or any part of the Property, City agrees that such
ordinance, resolution or other measure shall not apply to
the Property or this Agreement, unless such ordinance,
resolution or other measure does not reduce the use, density
or intensity of use as embodied in the Project Approvals
and: (a)(i) is found by the City to be necessary to the
Health and Safety of the residents of the City and is based'
upon a determination by the City Council of the City, after
public hearing and based on substantial evidence in the
record of the hearing, that the failure of the City to
impose such ordinance, resolution or other measure will
place the residents in the City in a condition substantially
dangerous to their Health and Safety and such condition
cannot otherwise be mitigated in a reasonable manner; (ii)
is generally applicable to, and intended to be in good faith
generally applicable to all properties on a City-wide basis;
and (iii) does not prevent or unreasonably delay issuance of
permits, or other authorizations, necessary for the
implementation and development of the_Project in accordance
with this Agreement, or (b) is required by a court of
competent jurisdiction over this Agreement.,
(d) Reimbursement Mechanism. The City shall set up
mechanisms for reimbursement of the Developer for public
impraYements required by, or set forth in,.this Agreement,
the P�9e'ct Approvals and the Conditions of Approval to, and
only toI-the extent that third parties benefit by or are
contemplated to benefit by public improvements required of
the Developer. The City shall not object to the
establishment of reimbursement`mechanisms established by
other public agencies to reimburse the Developer to, and
only to, the extent that third parties benefit or are
contemplated to benefit by, public improvements required of
2012P82:133320.F - Final Draft - Jamary 18. 1996 —30—
THIS FINAL DRAFT ON GREEN PAPER (DOCIH£NT
2012PS2.133320- F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JANA"
18, 1996, (DOaMM 20121,92:133320 -RL)
the Developer or imposed upon the Developer by such public
agencies. The foregoing notwithstanding, any costs which
are required or conditioned with respect to a Phase or
Phases of the Project shall be satisfied by the Developer
prior to the issuance of Certificates of Occupancy for any
such Phase or Phases,
6. General Provisions.
(a) Effective Date. This Agreement shall be effective
upon the date on which the City Council has approved this
Agreement and Developer has executed this Agreement and
returned it to the City Clerk. When Developer has executed
this Agreement and returned it to the City Clerk (which
execution and return shall not exceed the time period set
forth in Section 17.03.010 of the Development Code), the
Mayor of the City, shall execute this Agreement and the City
Clerk shall record a copy of this Agreement not more than
ten (10) calendar days following the date by which Developer
has executed and returned this Agreement.
(b) Periodic Review.
(i) Annual Review. During the Term of this
Agreement, the City shall annually review Developer's
compliance with this Agreement in accordance with the
provisions of this Agreement. There shall be no more
frequent review of this Agreement than once a year.
Such periodic'review shall be limited in'scope to good
faith compliance.with the provisions of this Agreement
as provided in the Act (Section 65861). Nothing in
this Agreement shall be construed to impose an
affirmative -duty to proceed with development if
Developer' -decides to defer or to temporarily or
permanently., -terminate construction of the Project.
Pre -Report Procedure. Developer's submission
ct':Compliance with this Agreement shall be made in
Writing and transmitted to the Community Development
LVbictor not later than sixty (60) days prior to the
yearly anniversary of the Effective Date.
(iii) Director's Determination. on or: before the
yearly anniversary of the Effective Date of the
Agreement,:the Community Development Director shall
determine whether Developer has complied.with this
Agreement in good faith. If, on the basis of review of
2012PS2:133320.F - First Draft - Janary 18, 1996 —31—
THIS FINAL DRAFT Or GREEII PAPER (Do0Lmm
2012PB2.133320.F) IS C9PARED TO THE
RELINE VERSION oN TELL67 PAPER
ACMW MTIMG THIS DRAFT. DATED .f IRMY
18..1996. (DOgNEMT 2012PB2:133320.RL)
this Agreement, the Community Development Director
concludes that Developer has not complied in good faith
with the terms of this Agreement, the Community
Development Director may issue, not later than the
applicable anniversary of the Effective Date, a written
"Notice of Noncompliance" specifying the detailed
grounds for such decision and all facts demonstrating
such noncompliance.
(iv) Planning Commission Hearing. If the
Community Development Director issues a Notice of
Noncompliance, the Director shall notify the Planning
Commission of the Director's findings. A public
hearing 'before the Planning Commission shall be held at
the first regular meeting of the Planning Commission
which is at least thirty (30) days after the issuance
of the Community Development Director's Notice of
Noncompliance; provided, however, the Planning
Commission may, in its sole discretion, choose to hold
a special meeting for this purpose, after giving notice
thereof as=required by Section 65867, but no earlier
then thirty (30) days after the issuance of such Notice
of Noncompliance. In either event, the Community
Development Director shall give notice of the public
hearing in accordance with the notice and hearing
requirements of Section 65867. After such hearing, the
Planning Commission shall make written findings and
determinations, on the basis of substantial evidence,
whether or not Developer has complied in`good faith
with the provisions of this Agreement.
(v) Appeal by Developef. If the Planning
Commission makes a finding and determination of
non-compliance, only theDevelopershall be entitled to
appeal the determination to -the City Council in
accordance with the Appeal Procedure set forth below.
In -the event of a finding and determination of
Cmpiiance, there shall be no appeal by any person or
entitY_
(vi)- Period to Cure Nbn-Compliance. If, as a
result of this Annual Review procedure, it is found and
determined by the Planning Commission; or in the case
of an appeal, the City Council, that Developer has not
complied in good faith with the provisions of -this
Agreement, the City, after denial of any appeal or,
where no appeal is taken, after the expiration of the
2012PB2:133320.F - Final Draft- Jamary 18, 1996 —32—
THIS FINAL DRAFT ON GREEN PAPER (DOQIEMT
2012PB2.133320.F) IS LOPARm TO THE
RELINE VERSION -DH YELLOW PAPER
AaMPARTIHG THIS DRAFT, DATED JAWART
18, 1996, COMMENT 2012P82:133320.RL)
Appeal Period, shall submit to Developer, by registered
or certified mail, return receipt requested, a written
notice of default in the manner prescribed in Paragraph
8(k), stating with specificity those obligations of
Developer which have not been performed. Upon receipt
of the notice of default, Developer shall promptly
commence to cure the identified default(s) at the
earliest reasonable time after receipt of the notice of
default and shall complete the cure of such default(s)
not later than one hundred and twenty (120) days after
receipt of the notice of default, or such longer period
of time as is reasonably necessary to remedy such
default(s) provided that Developer shall continuously
and diligently pursue such remedy at all times until
such default(s) is cured. In the event of a default by
a permitted successor, transferee and/or an assignee of
Developer, the City shall send a copy of the notice of
default to the Developer,.as well as the permitted
successor, transferee and/or assignee in the manner -
provided in this Paragraph and Developer shall have the
right, but not the obligation, to cure such default(s)
as provided in this Paragraph. If at the end of the
cure period, Developer fails to cure such noncompliance
or is not making reasonable good faith progress towards
such end, then the City Council may, at its discretion,
proceed to terminate this Agreement or establish a time
period for compliance, or such longer period as is
reasonably necessary to remedy such default(s) provided
that Developer shall continuously and diligently pursue
such remedy at all times until such default(s) is
cured.
(vii) Failure to Cure. If the Community „
Development Director finds and determines that
Developer, or any permitted successors, transferee,
and/or assignee has not cured a default or defaults -
pursuant to Paragraph 6(b)(vi), and that the City`
s)iould consider terminating or modifying this Agreement
6rr-those-transferred or assigned rights and
bbl gations, the Community Development Director shall
make'a report to the Planning -Commission. The
community Development Director shall then seta date
for a hearing before the Planning Commission,_in
accordance with the notice and hearing requirements of
Sections 65867 and 65868. If after such hearing, the
Planning Commission finds and determines, on the basis
of substantial evidence, that Developer, or its
2012PB2:133320.F - Find Draft - Jamiary, 18, 1996 -33-
TRIS FINAL DRAFT OR GREEN PAPER (DonRERT
2012P112.133RO.F) IS COMPARED TO THE
RELINE VERSION ON TELLOI PAPER
ACCOMPANYING THIS DRAFT, DATED JANUARY
18, 1996, (DOUMM 2012PR2:133320.RL)
successors, transferees, and/or assignees, has not
cured a default pursuant to Paragraph 6(b)(vi), and
that the City should terminate or modify this
Agreement, or those transferred or assigned rights and
obligations, the finding and determination shall be
appealable pursuant to procedures set forth in this
Agreement. In the event of a finding and determination
of compliance, there shall be no appeal by any person
or entity.
(viii) Failure to Conduct Annual Review. The
failure of the City to conduct the annual review shall
not be a Developer default.
(iz) Termination or Modification of Agreement.
The City may terminate or modify this Agreement after a
final determination to terminate or modify this
Agreement, made by the City Council, or where no appeal
is taken, after the expiration of the Appeal Period
from a Planning Commission determination that the City
should terminate or modify this Agreement. There shall
be no modification of this Agreement unless the City
give notice pursuant to Section 65868, irrespective of
whether an appeal is taken as provided herein.
(z) Initiation of Review by City Council. In
addition to the annual review, notwithstanding
Paragraph 6(b)(i) above, the City Council may at any
time initiate a review of this Agreement for good cause
by giving written notice to Developer. Within thirty
(30) days following receipt of such notice, Developer
shall submit evidence to the City Council of
Developer's good faith compliance with this Agreement
and such review and determination shall proceed in the
same manner as provided for the annual review in
accordance -with the provisions hereinabove set forth.
In the event of a finding and determination of
compliance, there shall be no appeal by any person or
'entity.
.iZi^'•4.X..
7. Remedies.
(a) Intent. Under this Agreement, Developer's obligation
to the City is to develop the Project, subject to the
conditions and requirements of the Project Approvals and the
Applicable Rules, in accordance with its business judgment
and taking into consideration market conditions and other
2012PB2:133320.F - Final Draft - Jamary 18, 1996 -34-
THIS FINAL DRAFT ON GREEN PAPER (ODIDRENT
2012PB2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JAIRRIRT
10. 1946. (DOCOENT 2012P82:133320.RL)
economic factors influencing Developer's decision to
commence or to continue development, and the City's intent
is to permit Developer to complete the Project in accordance
with the Project Approvals and Applicable Rules. In turn,
the parties anticipate that the City's promises in this
Agreement will induce the Developer to start and complete
the Project and, in so doing, cause developer to provide the
public benefits in connection with such development as such
Project proceeds, in accordance with this Agreement.
Therefore, the parties agree that the following'provisions
shall govern the rights and remedies of the parties if
either party breaches its obligations under this Agreement.
(b) Default by The city. If the City does not accept,
process, or render a decision on necessary development
permits, entitlements, or other land use or building
approvals for use in a timely fashion as provided in this
Agreement upon compliance with the requirements therefor, or
as otherwise agreed to by the parties, or the City otherwise
defaults under the provisions of this Agreement, Developers
shall have all rights and remedies provided herein as well
as under applicable law, which rights and remedies shall
include, but not be limited to, compelling the specific
performance of the City's obligations under this Agreement.
In the event of default by the City, Developer shall first
submit to the City, by registered or certified mail, return
receipt requested, postage prepaid, a written notice of
default, stating with specificity those obligations which
have not been performed. Upon receipt of the'notice of
default, the City shall promptly commence to cure the
identified default(s) after receipt,of the notice of default
and shall complete the cure of such default(s), provided
that the City shall continuously and diligently pursue such
remedy at all times until such default(s) is cured.
(c) Default by Developer. If Developer (or its successors,
transferees or assigns permitted by this Agreement) does not
perfo&Lits obligations under the Agreement in a timely
manner*, the City's remedies shall be limited to the right to
specifically enforce the terms of this Agreement and the
rightatc•engage in.dispute resoiution as hereinafter
provided in Paragraph -7(d) hereof. However, nothing
contained in this Agreement shall give the City.the right to
compel Developer (or its permitted successors, transferees
or assigns) to commence or to continue the Project_._(or any
portion thereof). The City shall not exercise any -of its
2012P52:133320.F - Final Draft - Jauary 18, 1996 —35-
THIS FINAL DRAFT ON GREEN PAPER (DOCUENT
2012M.133320.F) IS COMPARED TO THE
RELINE VERSIOI ON YELLOW PAPER
ACCOPANTING THIS DRAFT, DATED JAINDIRT
1E, 1996, (DOCOENT 2012PR2:133320.RL)
remedies until the City has first complied with the
following procedure:
(i) Notice of Default. The City through the Community
Development Director shall submit to Developer (or its
permitted successors, transferees or assigns) by
registered or certified mail, return receipt requested,
a written notice of default in the manner prescribed by
Paragraph 8(k), identifying with specificity those
obligations of Developer (or its permitted successors,
transferees or assigns) which have not been performed.
Upon receipt of the notice of default, Developer (or
its permitted successors, transferees or assigns, as
the case may be) shall promptly commence to cure the
identified default(s) at the earliest reasonable time
after receipt of the notice of default and shall
complete the cure of such default(s) not later than one
hundred and twenty (120) days after receipt of the
notice of default, or such longer period as is
reasonably necessary to remedy such default(s),
provided that Developer (or its permitted successors,
transferrers and/or assignees, as the case may be)
shall continuously and pursue such remedy at all times
until such default(s) is cured. In the event of a
default by a successor, transferee, and/or assignee of
Developer, the City shall send a copy, of the notice of
default to Developer as provided herein and Developer
shall have the right, but not the obligation, to cure
such default(s) as provided in this Paragraph 7(c)(i).
(ii) Failure to Cure Default Procedure. If after the
cure period has elapsed, the Community Development
Director finds and determines that Developer, or its
permitted successors, transferees and/or assignees, as
the case may be, remains in default and that the City
should, therefore, consider terminating or modifying
this Agreement, or those transferred or assigned rights
d>7d`obligations, as the case may be, the Community
Development Director shall make a report to the
'p%inning Commission and then set a hearing before the
Commission in accordance with the notice and hearing
requirements of—Sectons 65867 and 65868. If, after
public hearing, the Planning,Commission finds and
determines, on the basis of substantial evidence, that
Developer, or its permitted successors, transferees
and/or assigns, as the case may be, has not cured the
default pursuant to Paragraph 7(c)(i), and that the
2012PB2:133320.F - Final Draft - Javary 18, 1996 -36-
THIS FINAL DRAFT ON GREEN PAPER (DM EMT
2012PR2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
AOOOPANYING THIS DRAFT, DATED JAIRURT
18, 1996, (DOaMM 2012PB2:133320.RL)
City should terminate or modify this Agreement, or
those transferred or assigned rights and obligations,
as the case may be, Developer and its successors,
transferees and/or assigns, shall be entitled to appeal
that finding and determination to the City Council in
accordance with Paragraph 1(a). In the event of a
finding and determination that all defaults are cured,
there shall be no appeal by any person or entity.
(d) Appeals. where an appeal by Developer from a finding
and/or determination of the Community Development Director
to the Planning Commission or from the Planning Commission
to the City Council is created by this Agreement, such
appeal shall he taken, if at all, in the manner set forth in
Paragraph 8(k), within the Appeal Period. The Planning
Commission or City Council, as the case may be, shall act
upon the finding and/or determination of the Community
Development Director or the Planning Commission, as the case
may be, as required by law, but in no event later than
within eighty (80) days after such mailing, or within such
additional period as may be agreed upon by the Developer ana
the City.
(e) Enforced Delay, Extension of Time for Performance.
In addition to specific provisions of this Agreement,
whenever a period of time, including a reasonable period of
time, is designated within which either party hereto is
required to do or complete any act matter.or thing, the time
for the doing or completion thereof and the Term of this
Agreement shall be extended by a period of time equal to the
number of days during which such party is prevented from, or
is unreasonably interfered with, the doing or completion of
such act, matter or thing because of causes beyond the
reasonable control of the party to be excused, including:
war; insurrection; strikes, walkouts; riots; floods;
earthquakes; fires; casualties; and acts of God; and court
actioT$;.(such as restraining orders or injunctions).
(f) .Buie Resolution (Arbitration).
(3) JAMS Arbitration. In'order to expedite the
resolution of di-sputes and default, the parties have
elected to submit to binding judicialarbitration and
mediation. If the matter in connection with any
alleged breach is not resolved, in writing,_ within
thirty (30). days of receipt of notice of breach, either
party shall have the right to submit the.matter to
2012PB2:133320.F - Final Draft January 18, 1996 -37-
THIS FINAL DRAFT ON GREEN PAPER (DOLIIENT
2012PH2.133320.F) IS COMPARED TO THE
RELINE VERSION CHI YELLOW PAPER
ACCOPANYING THIS DRAFT. DATED JAIHIART
13, 1946. (D0OIEXT 2012PR2:133320.RL)
expedited arbitration. Whenever any dispute over
enforcement, interpretation or other matters arises
between the parties hereto in connection with this
Agreement and either party gives written notice to the
other in the manner required by Paragraph 8(k) below,
such dispute shall be determined by arbitration, and,
within thirty (30) days after the giving of the Notice,
both parties shall agree upon and hire one (1) member
of the panel of Judicial Arbitration and Mediation
Services, Inc. (the "Judge"). If the parties are
unable to agree upon selection of the Judge, then the
Superior Court of the County of Los Angeles may, upon
the request of either party, designate the Judge to act
hereunder. The Judge shall be a retired judge
experienced with land use, zoning and real estate
development matters. As soon as reasonably possible,
but not later than thirty (30) days after the Judge is
selected, the Judge shall meet with the parties at a
location reasonably acceptable to Developer, City and =k
Judge. The Judge shall determine the matter within tep
(10) days after such meeting.
(ii) AAA Arbitration. 'If Judicial Arbitration and
Mediation Services, Inc., ceases to exist, and either
party gives written notice to the other that a dispute
shall be determined by arbitration, then, unless agreed
otherwise in writing by all parties, all arbitrations -
hereunder shall be governed by the then -current rules
of the American Arbitration Association.- Any
determination by arbitration hereunder may be entered
in any court having jurisdiction. Within ten (10) days
after delivery of such notice, each party shall select
an arbitrator with at least five (5) years experience
in land use, zoning and real estate development matters
and advise the other party of its selection in writing.
The two (2) arbitrators so named shall meet promptly
and seek to reach a conclusion as to the matter to be
determined, and their decision, rendered, in writing,
Aid delivered to the parties hereto, shall be final and
Binding on the parties. If said arbitrators shall fail
to reach a decision within'ten (10) days after the
appointment of the second arbitrator, said arbitrator
shall name a third arbitrator within the succeeding
period of five (5).days. Said three (3).arbitrators
thereafter shall meet promptly for consideration of the
matter to be determined and the decision of any two (2)
of said arbitrators rendered, in writing, and delivered
2012PB2:133320.F - Final Draft- Janary 18, 19% —38—
TRIS FINAL DRAFT ON BEEN PAPER (DOCLMM
2012P82.133320.F) IS COPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JAWART
18, 1996. (0001REYT 2012PB2:133320_RL)
to the parties hereto shall be final and binding upon
the parties.
If either party fails to appoint an arbitrator within
the prescribed time, and/or if either party fails to
appoint an arbitrator with the qualifications specified
herein, and/or if any two (2) arbitrators are unable to
agree upon the appointment of a third arbitrator within
the prescribed time, then the Superior Court of Los
Angeles County may, upon the request of any party,
appoint such arbitrator(s) and the arbitrators chosen
by the Court, as a group, shall have the same power and
authority to render a final and binding decision as
where the appointments are made pursuant to the
provisions of the preceding paragraph. All cost of any
arbitrator(s) shall be borne by the party, which does
not prevail in that arbitration. All determinations by
arbitration hereunder shall be binding upon Developer
and City.
(g) Legal Action. In the event the provisions of Paragraph
7(d)(i) or, if applicable, 7(d)(ii) are not invoked, either
party hereto may institute, in addition to any other rights
or remedies, a legal action in the applicable judicial
system.
(h) Administration of Agreement and Resolution of Disputes.
All decisions by the City staff concerning the inter-
pretation and administration of this Agreement and the
Project which is the subject hereof are appealable to the
City Council and all like decisions by the City Council
shall be final but subject to the arbitration provisions set
forth in Paragraph 7(f) hereof and shall be subject to
judicial review pursuant to Code of Civil Procedure Section
1085.
(i) Term. The term of this Agreement ("Term') shall
commene on the Effective Date and shall extend twenty (20)
years:-f"ram the date all conditions have been satisfied, but
in no -event shall the Term expire later than January 1,
2021, unless said Term is.otherwise terminated, modified or
extended as permitted or required by this Agreement or by
mutual consent of the parties hereto. Following the
expiration of the Term, this Agreement shall terminate and
be of no further force and effect; provided, however, that
such termination shall not affect any right or duty arising
from entitlement or approvals, including the Project
2012PB2:133320.F - Fine( Draft - JaMMry 18, 1996 -39-
TRIS FINAL DRAFT ON GREEN PAPER (DOCLIERT
2012PB2.133320. F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JAMMY
18, 1996, (DOOIENT 2012PN2.133320_RL)
Approvals on the Project Site or any other project approvals
approved subsequent to the Effective Date of this Agreement.
The Term of this Agreement shall automatically be extended
for the period of time of any actual delay resulting from
any enactments or actions described in Paragraphs 3(c) or 6
or delays described in Paragraph 7(e). Moreover, if
compliance with this Agreement is submitted to the Planning
Commission and such compliance is ultimately confirmed, then
the term of the Agreement shall be extended for the period
of time which transpired from the time the Community
Development Director made his initial determination to the
date on which compliance was finally confirmed.
(j) Developer Protest Provision. If, upon interpretation
of any matter related to the development of the Project or
Property, which matter is in the nature of a condition upon
development imposed by the City or the withholding of a
permit or other permission or entitlement, there is a
disagreement between the City and Developer, such a
disagreement may be resolved upon the request of the z
Developer by the provisions hereinafter set forth in this
subsection (j). For purposes of this Paragraph 7(j),
matters related to the development of the Project or the
Property in the nature of a condition upon development
imposed by the City shall be deemed to include, without
limitation, all requirements imposed by the City with
respect to (i) payment of Processing Fees and exactions (as
hereinabove defined in Paragraph 1(n)), (ii) requirements
for land reservations, (iii) requirements for land
dedications, (iv) construction of public facilities,
infrastructure or "off site" improvements, (v) acceptance of
public facilities, infrastructure or "off site"
improvements, and .(vi) the granting of easements for public
or utility purposes. If the protest provisions of this
Paragraph 7(j) are elected by Developer, then the
disagreement shall not constitute grounds for the City to
deny or withhold the permit or entitlement sought by
Developer provided that the procedures set forth in this
Paragt 7(j) are adhered to. In the event that the
Develdper elects the procedures of this Paragraph 7(j), the
entitlement or permit'shall be granted by City immediately
upon full compliance by Developer with the provisions of
this Paragraph 7(j), subsection (ii), notwithstanding the
dispute:
(i) The Developer shall promptly deliver, but in no
event later than ninety (90) days after it discovers
2012PB2:133320.F - Final Draft - January 18, 1996 —40—
TRIS FINAL DRAFT OR GREEN PAPER (DOOLIERT
2012PR2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JAIIINIT
18, 19%, (DOO/ERT 2012PR2.133320.RL)
the existence of such a disagreement, written notice to
the City Clerk and the City Attorney (a) of the factual
basis for the dispute, (b) the identification of the
provisions of this Agreement which Developer asserts
should control resolution of the dispute, if any, (c)
the provisions of law which the Developer asserts are
dispositive, and (d) the actions which Developer
demands in order for City to avoid an action pursuant
to the provisions contained in this Agreement.
(ii) Pending and subject to final decision in any
action taken pursuant to the provisions of this
Agreement, including arbitration, Developer shall
tender to the City Clerk within ten (10) business days
after delivery of the notice referred to in subsection
(i) of this Paragraph 7(j) (a) the full amount of the
Processing Fee or exaction in dispute, (b) a deed for
the land demanded by the City to be reserved or
dedicated, (c) a bond for the full amount of the
construction of the disputed public facility,
infrastructure or "off site" improvement, (d) the deed{
for the granting of disputed easements for public or
utility purposes, which funds and instruments shall be
held by an independent third party corporate escrow
agent (the "Escrow Agent"), at the sole cost of
Developer, as may be mutually acceptable to the City
and the Developer, until a decision is reached by the
forum selected to resolve the dispute pursuant to the
terms of this Agreement;
(iii) Within ten (10) business days after receipt
of the funds and/or the instruments, as the case may
be, required pursuant to subsection (ii) of this
Paragraph 7(j)-, the City --shall give Developer written
notice of its approval or denial of the actions
requested by Developer pursuant to subsection (i)(d) of
the first paragraph of this Paragraph 7(j);
-wl_ If within sixty (60) days after the tender
7e 6jired pursuant to subsection (ii) of this Paragraph
t�{jj., the Developer has not filed an action or
proceeding in order to seek resolution of the matter in
dispute,. the position of the City with respect to the
dispute shall be deemed and shall be confirmed and the
Developer shall issue instructions to the Escrow Agent
to forward to the City those documents and/or sums
2012PB2:133320.F - Final Draft - Jamory 18, 1996 —41—
THIS FINAL DRAFT ON fJNEEII PAPER (DOORENT
2012PB2.133320.F) IS COMPARED TO THE
RELINE VERSION ON TELL61 PAPER
ACCOMPANYING THIS DRAFT, DATED JAMLUIT
18, 1996, (DOMOM 2012PB2:133320.RL)
deposited with the Escrow Agent pursuant to subsection
(ii) of this Paragraph 7(j);
(v) If the position asserted by the Developer is
upheld in the action or proceeding taken by Developer
pursuant to subsection (iv) of this Paragraph 7(j), the
instruments or sums or both as tendered to the Escrow
Agent shall be returned to the Developer within ten
(10) business days after the date such decision becomes
final.
(vi) Any sums deposited with an Escrow Agent by
Developer pursuant to this Paragraph 7(j) shall be
deposited in interest bearing accounts at federally
insured banking institutions, and the prevailing party
in the dispute shall be entitled to the interest earned
on those sums for the period from the date of deposit
with the Escrow Agent until the date upon which sums
are paid to the party prevailing in the dispute. z
8. Miscellaneous Provisions.
(a) Amendments. This Agreement may be amended from time to
time by mutual consent, in writing, of the parties to this
Agreement in accordance with Section 65868. Any amendment
to this Agreement which relates to the Term, permitted uses,
density or intensity of use, height, or size of buildings,
provisions for reservation and dedication of land;
conditions, restrictions, and requirements relating to
subsequent Discretionary Action; monetary contributions by
Developer; or any conditions or covenants relating to the
use of the Property shall require notice and public hearing
before the parties may execute an amendment thereto.
(b) Assionment. All or part of the Property, as well as
the rights and„obligations of Developer under this
Agreement, may be transferred or assigned in whole or in
part by,,Developer; provided, however, that'the Developer
shall'iot transfer or assign any of the Property or any _
rights"hereunder, without the City's prior written consent,
to any third party against whom'the City has litigated or by
whom the City has been -sued. Assumption, as permitted
hereby, of any of the Developer's obligations under this
Agreement by any such assignee shall relieve Developer from
such obligation only if the assignee assumes, in writing,
each obligations of the Developer pursuant to this Agreement
and all Project Approvals.
2012PB2:133320.F - Fine! Draft - January 16, 1996 —42—
TRIS FINAL DRAFT ON GREEN PAPER (DOTSREIIT
2012PR2.133=.F) IS COHPARED TO THE
RELINE VERSION ON TELLOI PAPER
ACCO PANTING THIS DRAFT, DATED JAMRRRT
1a, 1996, (DOCUMENT 2012Pa2:133320.RL)
The foregoing notwithstanding, however, if Developer assigns
or transfers any of its Property, rights, and or obligations
as permitted by this Agreement, the obligations of Developer
which have been so assigned or transferred by Developer
shall be binding and apply with full force and effect on the
assignee or transferee.
If any rights and/or obligations of Developer under this
Agreement are transferred or assigned as permitted by this
Paragraph, and expressly assumed by the transferee or
assignee as provided in this Paragraph 8(b), such
transferred or assigned rights and/or obligations shall be
severable from the rights and/or obligations remaining with
Developer, and any default or breach with respect to the
transferred or assigned rights and/or obligations shall not
constitute a default or breach with respect to the rights
and/or obligations remaining with Developer pursuant to this
the Agreement or the Project Approvals, all of which shall .-
remain in full force and effect as to both Developer and the
City.
The foregoing notwithstanding, Developer may transfer this '
Agreement and the Project Approvals, without the consent of
the City, to any entity in which Developer is a general
partner, officer, or otherwise controls the transferee.
(c) Public Facilities and Infrastructure Financing. The
City acknowledges that Developer may seek to utilize the
establishment of Mello -Roos Community Facilities Districts
pursuant to Section 53311, et seg., covering all or a
portion of the Property, to enable the issuance of bonds for
improvements contemplated under this Agreement. The City
shall cooperate with Developer in establishing such
districts as follows:
(1) for all non-residential areas of the Project,
(;},for residential areas of the Project, only if
provision is made to pay off bonds issued by such
iistrict which encumber any residence, prior to
occupancy of that residence, unless the City Council
specifically approves a district absent the forgoing
condition, and
(3) City will not object to agreements made by and
between Developer and public agencies other than City
for establishment of such districts.
2012P52:133320.F- Fire( Draft - January 1a, 1996 -43-
THIS FINAL DRAFT ON GREEN PAPER (DoaAENT
2012PS2.133320.F) IS miARM M THE
RELINE VERSION CR YELLOW PAPER
ACMWMTING TRIS DRAFT, DATED JAIRIARY
1H, 1996, (DOaJHM 2012PR2:133320.RL)
Unless otherwise provided in Section 4(c) of this
Agreement, in the event of a district established pursuant
to subsections (1) or (2) of this Section 6(c), the City
shall offset against any fees due from Developer an amount
equal to the value of the land dedicated to the City and
infrastructure installed by Developer, to the extent such
dedication and/or installation would otherwise have been
paid for by City from such fees. City shall further
reimburse Developer or cooperate in reimbursement from third
parties, for any size or capacity of infrastructure
installed by Developer to satisfy the impacts and which
exceeds that otherwise required for the Project; provided
that, nothing contained in the foregoing shall be construed
to required City to reimburse Developer for requirements set
forth in Section 4(c) of this Agreement which would not
otherwise be reimbursed by a Bridge Thoroughfare or other
similar district.
(d) Covenants. The provisions of this Agreement shall
constitute covenants running with the Property for the
benefit thereof, and the burdens and benefits created hereby
shall bind and inure to the, benefit of all assigns,
transferees, and successors to the parties hereto.
(e) Cooperation and Implementation.
(i) Processing. Upon satisfactory completion by
Developer of all required preliminary actions and
payment of appropriate processing fees, if any, the
City shall commence and diligently process all required
steps necessary for the implementation of this
Agreement and development of the Project by Developer
on the Property, including, without limitation the
processing and checking of any and all Project
approvals,,,.agreements, covenants, applications and
related matters required,by this Agreement, maps,
building plans and specifications and any other plans
necessary for the development of the Property, and the
issuance of all necessary building permits, occupancy
certificates or other required permits for the
construction, use and occupancy of the Project Site.
The City shall not require the Developer to obtain any
approvals or permits for the development of the Project
in accordance with this Agreement other than those
permits or approvals which are required by the
Applicable Rules. If the development of any phase of
the Project requires off-site improvements of any kind,
2012PS2:133320.F - Fire( Draft - January 18, 1996 —44—
THIS FIRLL DRAFT ON 61IEE11 PAPER (DOCIAEDT
2012PB2.13332O.F) IS COMPARED TO THE
RELINE VERSION OR YELLOW PAPER
ACLOPANTING THIS DRAFT, DATED JAHMRY
IS, 1996, (DOaNENT 2012PB2:133320.RL)
the City shall cooperate with Developer in its efforts
to provide or to cause others to provide the timely
installation of such improvements, so that Developer
can proceed with the development of such phase without
unreasonable delay.
(ii) other Governmental Permits. Developer shall apply
in a timely manner for such other permits and approvals
as may be required from other governmental or
quasi -governmental agencies having jurisdiction over
the Project as may be required for the development of,
or provision of services to, the Project. The City
shall cooperate with Developer in its endeavors to
obtain such permits and approvals and shall, from time
to time at the request of Developer, attempt with due
diligence and in good faith to enter into binding
agreements with any such entity, to ensure the
availability of such permits and approvals, or
services, provided such agreements are reasonable and
not detrimental to the City. These agreements may
include, but are not limited to, joint powers
agreements under the provisions of the Joint Exercise
of Powers Act (Section 6500, gt sec.) or the provisions
of other laws to create legally binding, enforceable
agreements between such parties to the extent allowed
by law. Developer shall be a party to any such
agreement, or a third party beneficiary thereof,
intended to enforce for its benefit on behalf of the
City, or in its own name, the rights of the City or
Developer thereunder or the duties and obligations of
the parties thereto. Developer shall reimburse the
City for all costs and expenses incurred in connection
with seeking and entering -into any such agreement,
provided that Developer has requested it. Developer
shall defend the City in any challenge by any person to
any such agreement with counsel of the City's choice,
and shall reimburse the City for any costs and expenses
licurred by the City in enforcing any such agreement
:Qicluding, without limitation, all attorneys fees and
Fosts. Any fees, assessments, or other amounts payable
by the City thereunder shall be borne by Developer,
except where Developer has notified the City in
writing, prior to the City entering into such
agreement, that it does not desire for the City to
execute such agreement. This Paragraph 8(e) shall not
revise, amend, or modify in any way Paragraph 3 hereof.
2012PB2:133320.F - NmL Draft - January 1S, 1996 —45—
TRIS FINAL DRAFT ON GREEH PAPER (DOaJ EKT
2012PH2.133320.F) Is COMPARED TO THE
RELIVE VERSION ON TELLOY PAPER
ACCOMPANYING THIS DRAFT, DATED JAIHART
18. 1996. (DOLL EKT 2012PH2:133320.RL)
(f) Applicable Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of
California and the venue for any legal actions brought by
any party with respect to this Agreement shall be the County
of Los Angeles, State of California for state actions and
the Central District of California for any federal actions.
(g) Cooperation in the Event of Legal Challenge. In the
Event of any action instituted by a third party or other
governmental entity or official challenging the validity of
any provision of this Agreement, the parties hereby agree to
affirmatively cooperate in defending said action, each party
bearing its own attorneys' fees and costs.
(h) Relationship of the Parties. It is understood and
agreed by the parties hereto that the contractual
relationship created between the parties hereunder is that
Developer is an independent contractor and not an agent of
the City. Further, the City and Developer hereby renounce
the existence of any form of joint venture or partnership
between them and agree that nothing herein or in any
document executed in connection herewith shall be construed
to make the City and Developer joint venturers or partners.
(i) Attorneys, Fees. If either party hereto commences any
arbitration, legal action or proceeding for the
interpretation, enforcement, termination, cancellation or
rescission of this Agreement, or for specific performance
for the breach hereof, or for any other claim; the
prevailing party shall be entitled to its reasonable
attorneys' fees and costs:
(j) Instructive Notice and Acceptance. Every person who
now or hereafter owns or acquires any right, or interest in
or to any portion of the Property, is and shall be
conclusively deemed to have consented and agreed to every
provision contained herein, whether or not any reference to
this XJ"ement is contained in the instrument by which such
persol;eAcquired an interest in the Property.
(k) Notices. Any notice or communication required
hereunder between the --City and Developer must be in writing,
and may be given either personally or by registered or
certified mail, return receipt requested.
If notice is given by registered or certified mail, the same
shall be deemed to have been given and received on the date
2012PB2:133320.F - Final Draft- Janary 18, 1996 -46-
THIS FINAL DRAFT DD GREEN PAPER (DOaMM
2012PS2.133320.F) IS COMPARED TO THE
RELINE VERSION ON TELLO1 PAPER
ACMWA NTING THIS DRAFT, DATED JAHINRT
18, 1996, (DOCENT 2012PB2:13 320.RL)
shown on the return receipt signed by the party to whom such
notice has been sent as required by this Paragraph.
If notice is personally delivered, it shall be deemed to
have been given and received when delivered to the party to
whom it is addressed.
Any party hereto may at any time, by giving ten (10) days'
written notice to the other party hereto, designate any
address other than the one shown below and in substitution
of the address shown below, or any additional address, to
which such notice or communication shall be given.
Except as permitted hereinabove, such notices or
communication shall be given to the parties at their
addresses set forth below:
If to the City:
City of Santa Clarita
23920 Valencia Blvd, Ste. 300
Santa Clarita, CA 91355
Attn: City Manager
If to the Developer:
Whittaker Porta Bella, Inc.
1955 N. Surveyor Avenue
Simi Valley, CA 93063
Attn: Richard Levit
With copy to:
Carl K. Newton
City Attorney
Burke, Williams
611 W. 6th St.,
Los Angeles, CA
With conies to:
t
& Sorensen
Ste. 2500
90017
Northholme Partners
330 Washington Blvd., 4th Flr.
Marina del Rey, CA 90292
Attn: Sam Veltri
Banyan Management Corp.
150 S. Wacker Dr., Ste. 2900
Chicago, IL 60606
Attn: Charles V. George
James D. Richman, Esq.
Pregerson, Richman & Luna
12424 Wilshire Blvd., Ste. 900
Los Angeles, CA 90025
(1) Recordation. As provided in Section 65868.5, the City Clerk
of the City of Santa Clarita shall record a copy of this
Agreement with the Recorder of the County of Los Angeles within
ten (10) days following its execution by all parties.
2012PB2;133320.F - Final Draft - Janairy 18, 1996 —47-
THIS FINAL DRAFT ON GREEN PAPER (DOCIRENT
2012PS2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
AaXIPANYING THIS DRAFT, DATED JAEIARY
18, 1996. (DOCLIENT 2012PH2:133320.RL)
(m) Determination of Invalidity of All or Part of Agreement;
Events of Termination. If any provision of this -Agreement should
be determined by a court to be invalid or unenforceable, or if
any provision of this Agreement is superseded or rendered
unenforceable according to any law which becomes effective after
the Effective Date of this Agreement, Developer shall have the
right either (i) to have the remaining provisions of this
Agreement which have not been invalidated thereby, remain in
full force and effect and continue to be binding on both parties
or (ii) to declare that this Agreement is null and void as to all
obligations then remaining unperformed and this Agreement shall
be terminated.
The foregoing notwithstanding, this Agreement shall be deemed
terminated and of no further effect upon the occurrence of any of
the following events:
(i) Expiration of the Term;
(ii) Completion of the Project in accordance with the berms
of this Agreement and the Project Approvals including
issuance of all required occupancy permits; or
(iii) Pursuant to any specific provision of this Agreement.
Termination of this Agreement shall not constitute
termination of any other land use entitlement approved for
the Property. Upon the termination of this Agreement, no
party shall have any, further right or obligation hereunder
except with respect to (i) any obligation.to have been
performed prior to such termination,,(ii) any default in the
performance of the provisions of this Agreement which has
occurred prior to such termination, or (iii) any obligations
which are specifically set forth as surviving this
Agreement.
Notwithstanding any other provisions of this Agreement, this
Ag*,eement shall terminate with respect to any lot and such
�$t shall be released and no longer be subject to this
Agreement without the execution of recordation of any
her document when a Certificate of Occupancy has been
issued for a building on the lot.
(n) Time of the Essence. Time is of the essence of each
provision of this Agreement of which time is an element.
2012PH2:133320.F - Finat Draft - damiary-1E, 1996 -48-
THIS FINAL DRAFT 011 GREEN PAPER (DOOJENT
2012PB2.133320.F) IS COMPARED TO TIE
RELIVE VERSION ON. YELLOW PAPER
ACCOPANTING THIS DRAFT, DATED JAMMY
18, 1996, (DOCOENT 2012PB2:133320.RL)
(o) Waiver. No waiver of any provision of this Agreement shall
be effective unless in writing and signed by a duly authorized
representative of the party against whom enforcement of a waiver
is sought and which refers expressly to this Paragraph 8(0). No
waiver of any right or remedy in respect of any occurrence or
event shall be deemed a waiver of any right or remedy in respect
of any subsequent like or other occurrence or event.
(p) Entire Agreement. This Agreement sets forth and contains
the entire understanding and agreement of the parties, except for
the Project Approvals which are incorporated herein by this
reference as though fully set forth, and there are no oral or
written representations, understandings or ancillary covenants,
undertakings or agreements which are not contained or expressly
referred to herein and no testimony or evidence of any such
representations, understandings, or covenants shall be admissible
in any proceedings of any kind or nature to interpret or
determine the provisions or conditions of this Agreement.
(q) No Third Party Beneficiaries. The only parties to this
Agreement are the City and Developer and their
successors -in -interest. There are no third party beneficiaries
and this Agreement is not intended, and shall not be construed to
benefit or be enforceable by any person other than the parties
hereto whatsoever.
(r) Successors and Assignees. Except as otherwise hereinabove
provided, the provisions of this Agreement shall be binding upon
and shall inure to the benefit of the parties; any permitted
subsequent owner of all or any portion of the Property and their
respective permitted successors and assignees.
(s) Certificate of Compliance. At any time during the Term of
this Agreement, in order to confirm that to the best of such
party's knowledge, 'no -defaults exist under this Agreement or if
defaults do exist, to describe the nature of such defaults, each
party hereby agrees to provide a certificate to a lender or other
party,so•`stating, within fifteen (15) days of the request
therek7-. The failure of any party to provide the requested
certificate within such fifteen (15) day period shall constitute
a confirmation that to the best'of such party's knowledge, no
defaults exist under -this Agreement.
(t) Legal Advice: construction. Each party has received
independent legal advice from its attorneys with respect to the
advisability of executing this Agreement and the meaning of the
provisions hereof.. The provisions of this Agreement shall be
2012PB2:133320.F - Final Draft - Jamairy 18, 1996 —49—
THIS FINAL DRAFT OR GREEN PAPER (DOD<VEHT
2012182.133320.F) IS COMPARED TO THE
RELIVE VERSION ON YELLOW PAPER
ACCOMPANYING THIS DRAFT, DATED JANUARY
IS, 1996, (DOQVENT 2012PR2:133320.RU
construed as to their fair meaning, and not for or against any
party based upon any attribution to such party as the source of
the language in question. The headings and table of contents
used in this Agreement are for the convenience of reference only
and shall not be used in construing this Agreement.
(u) Ability to Encumber Property. The parties hereto agree that
this Agreement shall not prevent or limit Developer, in any
manner, at Developer's sole discretion, from encumbering the
Property or any portion thereof or any improvement thereon by any
mortgage, deed of trust or other security device securing
financing with respect to the Property. The City acknowledges
that the lenders providing such financing may require certain
Agreement interpretations and modifications and agrees upon
request, from time to time, to meet with Developer and
representatives of such lenders to negotiate in good faith any
such request for such interpretation or modification. City will
not unreasonably withhold its consent to any such requested
interpretation or modification provided such interpretation or
modification is consistent with the intent and purposes of the
Agreement. Any Mortgagee of the Property shall be entitled -to
the following rights and privileges:
(i) Neither entering into this Agreement nor a breach
of this Agreement shall defeat, render invalid, diminish or
impair the lien of any mortgage or deed of trust on the
Property made in good faith and for value.
(ii) The Mortgagee of any mortgage or deed of trust
encumbering the Property, or any part thereof, which
Mortgagee has submitted a request in writing to the City in
the manner specified herein for giving notices, shall be
entitled to receive written notification from City of any
default by Developer in the performance of Developer's
obligations under this Agreement.
(jii) If City timely receives a request from a Mortgagee
,j&questing a copy of any notice of default given to
Developer under the terms of thus Agreement, City shall
provide a copy of that notice to the Mortgagee within ten
(10) days of sending. the notice of default to the Developer.
The Mortgagee shall have the right, but not the obligation,
to cure the default during the remaining cure period allowed
such party under this Agreement.
(iv) Any Mortgagee who comes into possession of the
Property, or any part thereof, pursuant to foreclosure of
2012PH2:133320.F - Firml Draft - Jaraery 1H, 1996 —50—
THIS FINAL DRAFT ON GREEN PAPER (D0011ENT
2012PN2.133320.F) IS COiARED TO THE
RELINE VERSION ON YELL061 PAPER
ACM PANTING TRIS DRAFT. DATED JANIART
18, 1996, (DOLUERT 2012PR2:133320.RL)
the mortgage or deed of trust, or deed in lieu of such
foreclosure, shall take the Property, or part thereof,
subject to the terms, obligations and benefits of this
Agreement, provided, however, in no event shall such
Mortgagee be liable for any defaults or monetary obligations
of Developer arising prior to acquisition of title to the
Property, or a portion thereof, by such Mortgagee and
provided further that, in no event, shall any such Mortgagee
or its successors or assigns be entitled to a building
permit or occupancy certificate until all fees due under
this Agreement have been paid to the City.
(v) Amendments to Specific Plan. Any amendment or modification
of the Specific Plan which is permitted under the terms of this
Agreement, shall constitute a part of the Specific Plan, as
defined in this Agreement, from and after the date such amendment
or modification has been approved by all applicable government
action.
(w) Counterparts. This Agreement is executed in five (5) 1
duplicate originals, each of which is deemed to be an original.
(z) Covenant of Good Faith Performance. Whenever any party to
this Agreement is required to use its "good faith efforts", or a
reasonably equivalent standard is required or implied by law, to
accomplish an objective of this Agreement, such efforts shall be
required to be pursued in good faith, with reasonable diligence,
and with an intent to accomplish the objective set forth in as
timely a manner as is reasonably practicable.
LIST OF EXHIBITS
Exhibit "A" Property Description
Exhibit "B
:Exhibit "C"
663ibit "D"
Exhibit "E"
Exhibit "F"
Agreement by and between Developer and
Newhall School District
Description of Commuter Rail Station Site
Design Standards for Community Trail
Standards and Specifications for Condition of
Approval DS -30, Springbrook
Specifications for Condition of Approval DS -
28, oak orchard Drainage
2012P52:133320.F - Final Draft - Jmtary 18, 1996 —51—
. I %
TRIS FINAL DRAFT OR GREEN PAPER (DocL EmT
2012PR2.133320.F) IS COMPARED TO THE
RELINE VERSION ON YELLOW PAPER
ACCOIPARYING TRIS DRAFT, DATED JARILYIT
18. 1946, (DOQNENT 2012PR2:133320.RL)
Exhibit "G" Standards and Specifications for Condition of
Approval DS -23, Location for 400 foot buffer
for Circle J Estates
Exhibit "H" Design Standards and Specifications for 400
foot Buffer for Circle J Estates
Exhibit "I" Standards and Specifications for Condition of
Approval DS -25, Karie,Lane
Exhibit "J" Indemnity Agreement
Exhibit "K Agreement Regarding Dedication of Commuter
Rail Station Site
Exhibit "L" Civic Center Site Description
Exhibit "M" Civic Center Master Plan
Exhibit "N" Industrial Lot -
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement consisting of fifty-two (52) pages, including the following
signature page(s), but excluding the Table of Contents, Exhibits "A"
through "N" and acknowledgements, as of the date first written above.
CITY OF SANTA CLARITA, a municipal corporation of the State of
California '
By:
[Print Name]
Mayor
2012P62:133320.F • Firml Draft - Ja Lary 18, 1996
ATTEST:
[Print Name]
City Clerk
-52-
TRIS FINAL DRAFT ON GREEN PAPER (DOMM T
2012P82.133320.F) IS CTNPAR® TO THE
RELINE VERSION ON TELLM PAPER
AMCNPANTING TNIS DRAFT. DATED JAKMY
18, 1996. (DOCLIENT 21112P82:133320.20
[ACKNOWLEDGEMENT TO BE ATTACHED]
WHITTAKER PORTA BELLA, INC., a California corporation
By:
[Print Name]
[Print Title)
By:
[Print Name]
[Print Title]
[ACKNOWLEDGEMENTS TO BE ATTACHED]
Exhibit "A" Property Description
Exhibit `B" Agreement by and between Developer and Newhall School District
Exhibit "C" Design Standards of Commuter Rail Station Site
Exhibit "D" Design Standards for Community Trail
Exhibit "E" Standards and Specifications for Condition of Approval DS -30
(Springbrook)
Exhibit `B" Standards and Specifications for Condition of Approval DS -28 (Oak
Orchard Drainage)
Exhibit "G" Location for 400 foot Buffer for Circle J Estates
Exhibit "H" Design Standards and Specifications for 400 foot Buffer for Circle J
Estates
Exhibit "I" Standards and Specifications for Condition of Approval DS -25 (Karie
Lane)
Exhibit U' Indemnity Agreement
Exhibit "K" Agreement Regarding Dedication of Commuter Rail Station Site
Exhibit "L" Civic Center Site Grading Plan
Exhibit "M" Civic Center Master Plan
Exhibit "N" Industrial Parcel
ExNi61T A
PARCEL 1:
THAT PORTION OF THE RANCHO SAN FRANCISCO, IN THE CITY. OF SANTA CLARITA, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTER LINE OF THAT PORTION OF THE STATE HIGHWAY,
KNOWN AS THE MINT CANYON ROAD, SAID POINT BEING DESIGNATED POINT "C", IN DEED FROM
THE NEWHALL LAND AND FARMING COMPANY, TO LOS ANGELES COUNTY, RECORDED IN BOOK 6322
PAGE 19, OF DEEDS; IN THE. OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE
ALONG SAID CENTER LINE SOUTH 83 DEGREES 11 MINUTES WEST 0.86 OF A FOOT; THENCE
SOUTH 6 DEGREES 49 MINUTES EAST, 25 FEET TO THE TRUE POINT OF BEGINNING, SAID TRUE
POINT OF BEGINNING BEING THE INTERSECTION OF THE SOUTHERLY LINE OF SAID STATE
HIGHWAY, AND THE NORTHERLY LINE OF THE SOUTHERN PACIFIC RAILROAD RIGHT OF WAY, AS
PER DEED RECORDED IN BOOK 1235 PAGE 2 OF DEEDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY; THENCE ALONG THE NORTHWESTERLY AND NORTHEASTERLY LINE OF
SAID RAILROAD RIGHT OF WAY, IN A. GENERAL WESTERLY DIRECTION TO A RADIAL LINE OF
SAID NORTHEASTERLY LINE WHICH PASSES THROUGH THE SOUTHEASTERLY END OFA SINGLE
BENT CATTLE PASS 15 FEET LONG NO. 448-E, AS RECITED IN DEED RECORDED IN BOOK 4016
PAGE 277, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
THENCE ALONG SAID RADIAL LINE NORTH 19 DEGREES 10 MINUTES. 08 SECONDS EAST 20 FEET;
THENCE WESTERLY ALONG A CURVE CONCAVE TO THE NORTH CONCENTRIC WITH THE
AFOREMENTIONED NORTHEASTERLY LINE OF RIGHT OF WAY 214.64 FEET TO THE END OF SAID
CURVE; THENCE CONTINUING ALONG A LINE 20 FEET NORTHEASTERLY FROM AND PARALLEL WITH
SAID NORTHEASTERLY LINE OF RIGHT OF WAY, NORTH. 61 DEGREES 06 MINUTES 40 SECONDS
WEST 191.02 FEET; THENCE NORTH 11 DEGREES 46 MINUTES 40 SECONDS WEST 96.94 FEET;
THENCE NORTH 74 DEGREES 53 MINUTES 10 SECONDS WEST 112.96 FEET; THENCE SOUTH 67
DEGREES 53 MINUTES 50 SECONDS WEST, 65.96 FEET TO A LINE 20 FEET NORTHEASTERLY
FROM AND PARALLEL WITH THE AFOREMENTIONED NORTHEASTERLY LINE OF RIGHT OF WAY;
THENCE WESTERLY ALONG SAID PARALLEL LINE. DISTANT 854.31 FEET TO THE SOUTHWESTERLY
PROLONGATION OF A RADIAL LINE OF THE CURVE IN THE SOUTHWESTERLY LINE OF THE
AFOREMENTIONED STATE HIGHWAY (SAID CURVE BEING CONCAVE NORTHEASTERLY, HAVING A
RADIUS OF 2525 FEET, AND SAID RADIAL LINE HAVING A BEARING OF SOUTH 37 DEGREES 24
MINUTES 32 SECONDS WEST); THENCE ALONG SAID PROLONGATION NORTH 37 DEGREES 24
MINUTES 32 SECONDS EAST, 610.15 FEET TO SAID SOUTHWESTERLY LINE OF SAID STATE:
HIGHWAY; THENCE EASTERLY ALONG THE LAST DESCRIBED CURVE THROUGH AN ANGLE OF 44
DEGREES 13 MINUTES 32 SECONDS A DISTANCE OF .1949 FEET TO. THE EASTERLY END OF SAID
CURVE; THENCE ALONG THE SOUTHERLY LINE OF SAID STATE HIGHWAY NORTH 83 DEGREES 11.
MINUTES EAST, 487.06 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPTING THOSE PORTIONS CONVEYED TO LOS ANGELES COUNTY FOR ROADS.
PARCEL 2:
THAT PORTION OF THE RANCHO SAN FRANCISCO, IN ..THE CITY OF SANTA CLARITA, IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF LOT 62, OF ST. JOHN'S SUBDIVISION, AS PER
MAP RECORDED IN BOOK 196 PAGE 304 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE.EASTERLY BOUNDARY LINE OF RANCHO
SAN FRANCISCO NORTH 1 DEGREES 31 MINUTES 25 SECONDS EAST, 276.88 FEET TO APOINT
DESIGNATED STATION NO. 6 OF RANCHO .SAN FRANCISCO; THENCE NORTH 89 DEGREES 59
MINUTES 00 SECONDS WEST 4,633.40 FEET; THENCE NORTH 25 DEGREES 23 MINUTES 45
SECONDS EAST 433.40 FEET; THENCE NORTH 34 DEGREES 56 MINUTES 05 SECONDS WEST,
703.93 FEET TO. THE TRUE POINT OF BEGINNING;. THENCE SOUTH 34 DEGREES 56 MINUTES 05
SECONDS EAST 703.93 FEET; THENCE SOUTH 25. DEGREES 23 MINUTES 45 SECONDS WEST
433.40 FEET; THENCE SOUTH 89 DEGREES 59 MINUTES 00. SECONDS EAST .308.40 FEET;
THENCE NORTH 25 DEGREES 21 MINUTES 00 SECONDS EAST 570 FEET; THENCE. NORTH. 34
DEGREES 58 MINUTES 50 SECONDS WEST 703..93 FEET; THENCE NORTH 35 DEGREES 40 MINUTES
25 SECONDS WEST, 1,018 FEET MORE OR LESS, TO THE SOUTHEASTERLY RIGHT OF WAY LINE
OF THE SOUTHERN PACIFIC RAILROAD; THENCE SOUTHWESTERLY ALONG THE SOUTHEASTERLY
RIGHT OF WAY LINE OF THE SOUTHERN PACIFIC RAILROAD TO APOINT WHICH BEARS NORTH 35
DEGREES 37 MINUTES 40 SECONDS WEST, FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH
.35 DEGREES 37 MINUTES 40. SECONDS EAST, 878.59 FEET MORE OR LESS, TO THE TRUE. POINT
OF BEGINNING.
EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES LYING UNDER AND BENEATH SAID
LAND, TOGETHER WITH THE RIGHT. TO ENTER UPON SAID .REAL PROPERTY TO EXPLORE,DRILL
FOR, AND EXTRACT SAME, INCLUDING THE RIGHT TO DRILL FOR, AND USE WATER NECESSARY
IN .CONNECTION WITH SAID. OPERATIONS, AND RIGHT OF INGRESS AND EGRESS TO, OVER,
ACROSS, AND UPON SAID REAL PROPERTY, AND THE RIGHT TO ERECT, AND USE SUCH. TAN -AS,
MACHINERY, PIPE LINES AND BUILDINGS, AS :MAY BE NECESSARY IN CONNECTION WITH SAID
OPERATIONS, AS RESERVED IN THE DEED FROM JULIUS R. SCHWARTZ, AND WIFE, RECORDED
JULY 23,:1951 IN BOOK. 36817 PAGE 287, OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
PARCEL 3:
THAT PORTION OF :THE .RANCHO SAN FRANCISCO, IN THE CITY OF SANTA. CLARITA, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF THE PARCEL OF LAND DESCRIBED IN THE DEED
TO LOS ANGELES POWDER COMPANY, RECORDED IN BOOK 43 PAGE. 73, OFFICIAL RECORDS, IN
THE OFFICE OF THE COUNTY RECORDER. OF SAID COUNTY; THENCE: SOUTH 86 DEGREES 12
MINUTES 40 SECONDS. WEST, .2,925.28 .FEET TO THE EASTERLY LINE OF TRACT NO. 1801, AS
PER MAP RECORDED IN BOOK 21. PAGES 158 AND 159 OF MAPS, IN THE OFFICE OF THE COUNTY
.RECORDER OF SAID COUNTY.; THENCE SOUTHERLY. ALONG SAID EASTERLY LINE TO THE.
NORTHERLY .LINE OF LOT. 60, OF THE ST. .JOHN SUBDIVISION, AS PER MAP RECORDED _V. BOOK,
196 PAGE 304, OF MISCELLANOEUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY; THENCE EASTERLY. ALONG .SAID NORTHERLY. LINE. TO THE SOUTHWESTERLY !INE
OF SAID PARCEL OF LAND, DESCRIBED IN THE DEED RECORDED IN BOOK 43 PAGE 73,
OFFICIAL RECORDS; THENCE ALONG SAID .SOUTHWESTERLY LINE NORTH 60DEGREES 06 M=NUTES
WEST, TO AN ANGLE. POINT THEREIN; THENCE ALONG SAID. SOUTHWESTERLY LINE NORTH 41
DEGREES 52 MINUTES WEST 234.34 FEET, AND NORTH 19. DEGREES 19 MINUTES 40 SECONDS
WEST, .343.03 FEET TO THE POINT OF BEGINNING.
EXCEPT THEREFROM AN UNDIVIDIED 3 PER CENT OF ALL THE OIL, GAS, OTHER HYDROCARBON
SUBSTANCES, AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO LOS ANGELES HOME
COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO.. 852,
IN BOOK 29022 PAGE 337, OFFICIAL RECORDS, IN .THE OFFICE OF THE .COUNTY RECORDER OF
SAID COUNTY.
ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5. PER CENT OF ALL THE OIL, GAS, OTHER
HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA
COLEMAN, A WIDOW, BY DEED RECORDED FEBRUARY 21, 1949 AS INSTRUMENT NO. 802, IN
BOOK 29421 PAGE .270, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER. OF
SAID COUNTY..
PARCEL 4:
'PART OF THE. RANCHO SAN FRANCISCO, : IN THE CITY OF SANTA CLARITA, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AND PART OF ST. JOHN'S SUBDIVISION OF THE. RANCHO SAN
FRANCISCO, AS PER MAP RECORDED IN .BOOK 196 PAGE 306, OF MISCELLANEOUS RECORDS, IN
THE OFFICE OF THE COUNTY RECORDER. OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:
BEGINNING AT A POINT .DISTANT DISTANT NORTH 9'DEGREES 11 MINUTES WEST, 408.50 FEET
AND NORTH 86 DEGREES 12 MINUTES 40 SECONDS EAST, 2,925.58 FEET FROM THESOUT':EEAST
CORNER OF BLOCK 15 OF TRACT NO. 1801, AS PER MAP RECORDED IN BOOK 21 PAGES 158 AND
159 OF MAPS, IN THE OFFICE OF THE. COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 19
DEGREES 19 MINUTES 40 SECONDS EAST, 343.03 FEET TO A POINT ON THE NORTHERLY LINE
OF A ROAD; THENCE ALONG SAID NORTHERLY LINE SOUTH 41 DEGREES 52 .MINUTES EAST,
234.34 .FEET;THENCE ALONG SAID NORTHERLY LINE SOUTH 60 DEGREES 06 MINUTES 06
SECONDS EAST 727.59 FEET; THENCE .ALONG SAID NORTHERLY LINE 69 DEGREES 29MINUTES
EAST 1,653.48 FEET; THENCE ALONG SAID NORTHERLY LINE. NORTH. 86 DEGREES 51 MINUTES
EAST :153.33 FEET; THENCE NORTH 25 DEGREES 21 MINUTES EAST :1,288.62 FEET; T= -NCE
.NORTH 34 DEGREES 58 :MINUTES 50 SECONDS WEST 703.93 FEET; THENCE NORTH 35 DEGREES
40 MINUTES 25 SECONDS WEST, 894.02 FEET, MORE OR. LESS, TO A POINT ON THE SOUTHERLY
LINE OF THE RIGHT.. OF WAY OF THE SOUTHERN PACIFIC. RAILROAD, THENCE FOLLOWING THE
SOUTHERLY LINE OF SAID RIGHT OFWAY TO A POINT NORTHWESTERLY 476.48 FEET, FROM THE
POINT OF INTERSECTION OF THE SOUTHWESTERLY LINE OF THE SOUTHERN PACIFIC RAILROAD
RIGHT OF WAY, AND A RADIAL LINE THROUGH THE SOUTHEASTERLY END OF A SINGLE BENT
CATTLE. PASS 15 FEET LONG, AND DESCRIBED AS NO. 448-E, IN THE .DEED FROM THE y_dHALL
LAND AND FARMING COMPANY, ACORPORATION, TO R. A. BAKER, RECORDED IN BOOK 4055
PAGE 131, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COL.'=,
BENEATH THE SAID SOUTHERLY PACIFIC. RAILROAD; THENCE FROM .SAID POINT, .SOUTH 5_
DEGREES 52 MINUTES WEST, 839.90 FEET TO THE SOUTHEASTERLY LINE OF THAT CERTAIN
RESERVOIR WHICH WAS RESERVED, AND EXCEPTED IN DEED RECORDED IN BOOK 4055, PACT- 131,
OFFICIAL RECORDS ABOVE; THENCE SOUTH 8 DEGREES 29 MINUTES 50 .SECONDS WEST :7.3.49
FEET, SOUTH 80 DEGREES 35 MINUTES 10 SECONDS WEST 91.10 FEET,. .SOUTH 57 DEGRc=S 54
MINUTES 10 SECONDS WEST :232.35 FEET, ALONG SAID SOUTHEASTERLY BOUNDARY LINE OF
AFORESAID RESERVOIR; THENCE. SOUTH 8 DEGREES 00 MINUTES "10 SECONDS WEST, TO
POINT OF BEGINNING.
PARCEL 5:
THAT PORTION OF LOT 62, OF ST. JOHN SUBDIVISION, IN THE CITY OF SANTA CLARITA,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 196. PAGE.
304 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF SAID LOT 62, WITH THE. SOU=RLY
LINE OF THE LAND DESCRIBED IN DEED TO THE LOS ANGELES POWDER: COMPANY, RECORDED. IN
BOOK 43 PAGE 73, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY. RECORDER OF SAID
COUNTY; THENCE .SOUTHERLY ALONG .SAID. WEST LINE TO THE. NORTH LINE OF TRACT. NO.. 1079,
AS PER MAP RECORDED IN BOOK 18 PAGE 155 OF MAPS, IN THE. OFFICE OF SAID COUNTY.
RECORDER; THENCE EAST ALONG THE NORTH LINE OF SAID TRACT NO. .1079, TO THE EAST
LINE OF THE RANCHO SAN FRANCISCO; THENCE NORTHERLY ALONG SAID .EAST LINE TO. T
NORTH LINE OF SAID LOT 62; THENCE WEST ALONG THE LAST MENTIONED NORTH LINE TO THE
SOUTHEAST LINE OF THE LAND DESCRIBED. IN SAID DEED, RECORDED IN BOOK 43 PAGE 73,
OFFICIAL. RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE.
SOUTHWESTERLY AND WESTERLY ALONG THE SOUTHEASTERLY AND SOUTHERLY BOUNDARY O£ THE
LAND DESCRIBED. IN SAID DEED TO THE POINT OF BEGINNING.
ti
EXCEPT THE WEST 2640 FEET OF THE SOUTH 3,300 FEET THEREOF.
ALSO EXCEPT THEREFROM THAT PORTION THEREOF DESCRIBED AS BEGINNING AT A POINT. ON
THE NORTH LINE OF LOT "A", OF TRACT NO. 1079, AS PER MAP RECORDED IN BOOK 18 PAGE
155 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DISTANT EASTERLY
THEREON 2,640 FEET FROM ITS INTERSECTION WITH THE WEST LINE OF SAID. LOT 62; THENCE
NORTHERLY AND PARALLEL WITH SAID WEST LINE, 2,617 FEET MORE OR LESS, TO THE
NORTHERLY LINE OF THE SOUTH 160 ACRES OF THAT PORTION OF SAID LOT 62, WHICH IS
BOUNDED ON THE SOUTH BY SAID NORTH LINE OF SAID LOT "A", AND ON THE WEST BY A LINE
PARALLEL WITH THE WEST LINE OF SAID LOT 62, WHICH PASSES THROUGH A POINT IN SAID
NORTH LINE OF SAID LOT "A", DISTANT EASTERLY ALONG SAID NORTH LINE 2,640 FEET FROM
SAID WEST LINE OF LOT 62; THENCE. EASTERLY ALONG THE NORTH LINE OF SAID SOUTH 160
ACRES, 2,706 FEET MORE OR LESS, TO THE EAST LINE OF SAID LOT 62; THENCE SOUTHERLY
ALONG THE EAST LINE, 2,618 FEET MORE OR LESS, TO THE NORTH LINE OF SAID LOT ".A";
THENCE WEST ALONG SAID NORTH LINE 2,640 FEET MORE OR LESS, TO THE POINT OF
BEGINNING.
ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN THE STRIP OF LAND .100 FEET
WIDE, DESCRIBED IN PARCEL 1 OF THE FINAL DECREE OF CONDEMNATION ENTERED IN CASE
NO. 450186, SUPERIOR COURT OF SAID COUNTY, A COPY OF SAID DECREE BEING RECORDED
FEBRUARY 21, 1941 IN BOOK 18154 PAGE 157, OFFICIAL RECORDS, IN .THE OFFICE OF THE
COUNTY RECORDER OF SAID. COUNTY.
ALSO EXCEPTING THEREFROM THE NORTH 641.74 FEET OF THE EAST 641.74 FEET OF SAID .LOT
62, SAID DISTANCES BEING MEASURED ALONG THE EAST AND NORTH LINES RESPECTIV_LY OF
SAID LOT.
ALSO EXCEPT THEREFROM AN UNDIVIDED 3 PER CENT OF .ALL THE OIL, GAS, OTHER
HYDROCARBON SUBSTANCES, AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO _OS
ANGELES HOME COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS
INSTRUMENT NO. 852, IN BOOK 29022 PAGE 337, OFFICIAL RECORDS, IN THE OFFIC= 0£ THE
COUNTY RECORDER OF SAID COUNTY..
ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5 PER CENT OF ALL THE OIL, GAS, OTHER
HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA
COLEMAN, A WIDOW, BY DEED RECORDED FEBRUARY 21, 1949 AS INSTRUMENT NO. 802, =N
BOOK 29421 PAGE 270, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
PARCEL 6:
THE WEST 2,640 FEET OF THE SOUTH 3,300 FEET. OF LOT 62, OF ST. JOHN'S SUBDIVISION
OF RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP .RECORDED IN BOOK 196 PAGE 304, ET SEQ., OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THAT PORTION LYING WITHIN LOT 48 OF TRACT NO. 34144.
ALSO EXCEPT THEREFROM AN UNDIVIDED 3 PER CENT OF ALL THE OIL, GAS, OTHER
HYDROCARBON SUBSTANCES, AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO LOS
ANGELES HOME COMPANY, A. CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS
INSTRUMENT NO. 852, IN BOOK 29022 PAGE 337, OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5 PER CENT OF ALL THE OIL, GAS, OTHER
HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA
COLEMAN, A WIDOW, BY DEED .RECORDED FEBRUARY. 21, 1949 AS INSTRUMENT NO. 802, IN
BOOK .29421 PAGE 270, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
PARCEL 7:
THAT PORTION OF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNT'_' OF
LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE EASTERLY LINE OF TRACT NO. .1801, AS
PER MAP RECORDED IN BOOK .21 PAGES 158 AND 159 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, WITH THE NORTHERLY LINE OF LOT 60, OF THE ST. JOHN
SUBDIVISION, AS PER MAP RECORDED IN BOOK 196 PAGE .304 OF MISCELLANEOUS RECORDS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE EASTERLY ALONG SAID
NORTHERLY LINE TO THE SOUTHWESTERLY LINE OF THE PARCEL OF LAND DESCRIBED IN THE
DEED TO THE LOS ANGELES POWDER COMPANY, A CORPORATION, RECORDED IN BOOK 43 PAGE
73, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE
ALONG SAID SOUTHWESTERLY LINE SOUTH 60 DEGREES 06 MINUTES EAST, TO AN ANGLE -POINT
THEREIN; THENCE. ALONG SAID SOUTHWESTERLY LINE SOUTH 69 DEGREES 29 MINUTES EAST, TO
THE EASTERLY LINE OF SAID LOT 60, OF THE ST. JOHN SUBDIVISION; THENCE SOUTHERLY
ALONG SAID LAST MENTIONED EASTERLY LINE TO THE SOUTHERLY LINE OF SAID LOT 60;
THENCE WESTERLY ALONG SOUTHERLY LINE TO SAID EASTERLY LINE OF TRACT NO. 1801;
THENCE IN A GENERAL NORTHWESTERLY DIRECTION FOLLOWING THE BOUNDARY LINES OF SAID
TRACT NO. 1801, TO THE POINT OF BEGINNING.
EXCEPT THEREFROM AN UNDIVIDED .3 PER CENT OF .ALL THE OIL, GAS, OTHER HYDROC2_i30N
SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO LOS ANGELES _Cyx
COMPANY, A. CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO.. 352,
IN BOOK 29022 PAGE 337, OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM AN UNDIVIDED. 0.5 PER CENT OF ALL THE OIL, GAS, OTHER
HYDROCARBON SUBSTANCES, AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA
COLEMAN, A WIDOW, BY DEED RECORDED FEBRUARY 21, 1949 AS INSTRUMENT NO. 802, :N
BOOK 29421 PAGE 270, OFFICIAL RECORDS.
PARCEL 8:
THAT PORTION OF THE RANCHO SAN .FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, BOUNDED AS FOLLOWS:
ON THE SOUTH BY THE NORTH LINE OF LOT 62, OF ST. JOHN SUBDIVISION, AS PER MAP
RECORDED IN BOOK 196 .PAGES 304 THROUGH 309 OF MISCELLANEOUS RECORDS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY; ON THE NORTHEAST BY THE SOUTHEAST
PROLONGATION OF THAT CERTAIN COURSE HAVING A BEARING OF NORTH 34 DEGREES 58
MINUTES 50 SECONDS WEST, AND A LENGTH OF 703.93 FEET AS DESCRIBED IN DEED TO
BERMITE POWDER COMPANY, RECORDED JULY 23, 1951 AS INSTRUMENT NO. 1546, IN BOOK
36817 PAGE 285, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
ON THE NORTHWEST BY THE SOUTHEAST LINE OF THE BERMITE POWDER COMPANY, AS SAID LINE
NOW EXISTS BEING A LINE DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SAID LOT 62, WITH THE SOUTHEAST
LINE OF LAND DESCRIBED IN BOOK 43 PAGE 75, OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID. COUNTY; THENCE ALONG .SAID SOUTHEAST LINE NORTH 25 D-GREES
23 MINUTES 45 SECONDS EAST. 263.02 FEET; THENCE ALONG THE SOUTH LINE OF SECTION 24,
TOWNSHIP 2 NORTH, RANGE 16 WEST, IN SAID RANCHO SAN FRANCISCO SOUTH 89 DEGREES 59
MINUTES EAST 308.40 FEET; THENCE NORTH 25 DEGREES 21 MINUTES EAST, 570 FEET TO AN
ANGLE POINT IN THE LINE OF SAID LAND DESCRIBED IN BOOK 36817 PAGE 285, OF SAID
OFFICIAL RECORDS.
EXCEPT 50 PER CENT OF ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES
LYING IN AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM DOMENICO GHIGGIA ?`ID
MARY GHIGGIA, HUSBAND AND. WIFE, IN DEED RECORDED NOVEMBER 22, 1955 IN BOOK 49589
PAGE 170 OF SAID OFFICIAL RECORDS.
PARCEL 9:
THAT PORTION OF LOT 62, ST. JOHN'S SUBDIVISION OF PART OF RANCHO SAN FRANCISCO, IN
THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 196 PAGE 304 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF T_-
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF LOT "A", TRACT NO. 1079, AS PER vi -
RECORDED IN BOOK 18 PAGE 155 OF MAPS, IN THE OFFICE OF THE. COUNTY RECORDER OF SAID
COUNTY, DISTANT EASTERLY THEREON 2640 FEET FROM ITS INTERSECTION WITH THE W_ST
LINE OF SAID LOT 62; THENCE NORTHERLY AND PARALLEL WITH SAID WEST LINE 2,617 FEET
MORE OR LESS, TO A LINE PARALLEL WITH THE NORTH LINE OF SAID LOT "A", AND :=S -ANT
NORTHERLY THEREFROM A SUFFICIENT DISTANCE TO INCLUDE .160 ACRES OF LAND WITHIN THE
PARCEL OF LAND HEREIN DESCRIBED; THENCE EASTERLY PARALLEL WITH SAID NORTH LINE OF
LOT "A"; TO THE EASTERLY LINE OF SAID LOT 62, 2,706 FEET MORE OR LESS, TO -=-- EAST
LINE OF SAID LOT 62; THENCE SOUTHERLY ALONG SAID EAST LINE 2,618 FEET MORE OR
LESS, TO THE NORTH LINE OF SAID LOT "A"; THENCE WEST. ALONG SAID NORTH LINE _,640
FEET MORE OR LESS, TO THE POINT OF BEGINNING.
EXCEPT THEREFROM AN UNDIVIDED 3 PER CENT OF ALL THE OIL, GAS, OTHER HYDROCA_�AN
SUBSTANCES, AND MINERALS,. IN AND UNDER SAID LAND, AS GRANTED TO LOS ANGELES =OME
COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO. 352,
IN BOOK 29022 PAGE 337, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5 PER CENT OF ALL THE OIL, GAS; OTHER
HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA
COLEMAN, A WIDOW, BY DEED RECORDED FEBRUARY 21, 1949 AS INSTRUMENT NO. 802, =N
BOOK 29421 PAGE 270, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
PARCEL 10:
LOT 48 OF TRACT NO. 34144, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 969 PAGES 15 TO 20 INCLUSIVE OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
A. L. T. A. SURVEY
i
E_3P�� ... ..
_�j� �/ ill \\\ ♦ ` _=.=�..._ —�� =,...
�l.
----------
r ____
� --lr __ - c }� -I i
_1.
-----------
___ _ �I �� Y __ v e �wr _ 1\ L•Gi
III LS-•'� '���� `✓ 1} `v\ O V _ �. i6=LI VIA, I
/
4•i. n. f }r � I �
-- --------------------
PARCEL >: U9
J
It
�• I I I � .f 1 11 �,1. i�
if
�a ���` c`✓ ; r`'o l
PARCEL Ip r' 1 !•'
I`•
,rte b! i \,: ✓ ..
rAnlr Ii ' YSf�rsryyx�- i
. ✓nrL ... -_L. _i_i_________ _'J ___ _�I1157rz1.'atttlPsaFS__]_ \p L7 ....._
eve
• L4�; .
Lta' 6 ' •n • +ti�
"I
P A R C E L 6
P A R C E L
�J��I I��- •nxx•
P A R C E L 9
i
L —IL—
I o
P[T�IL -C•C
14 t
at%
4 RCC
✓
DETAIL *A*
Er�
DRAFT #1
EXHIBIT B
SCHOOL FACILITIES FUNDING AGREEMENT
BETWEEN THE NEWHALL SCHOOL DISTRICT AND
THE W14ITTAKF-R PORTA BELLA CORPORATION
This School Facilities Funding Agreement ("Agreement") is made at Valencia,
California, as of December _, 1995, between the NEWHALL SCHOOL DISTRICT
("District"), a school district organized and existing under the laws of the State of
California, on the one hand, and the WHITTAKER PORTA BELLA CORPORATION
("Whittaker"), a California corporation, on the other hand, with respect to the following
facts:
A. Whittaker is the owner, and is presently developing, a new community,
Porta Bella ("Porta Bella"), which is located within the District's boundaries and which
is described in Exhibit A.
B. Porta Bella is a mixed use development which will include approximately
2,911 dwelling units in addition to commercial and industrial facilities. Total build out
of Porta Bella is estimated to take 20 years or longer. While the details of Porta Bella,
including the location and extent of land uses and the number of dwelling units, are the
subject of the project approvals, these details could change over time, along with
corresponding changes in governmental approvals, to meet the needs of the market.
C. Historically, the State of California has provided a substantial portion of
the money necessary to build new school facilities ("State Funding"), However, over
the last several years, funds have not been available from the State for this purpose and
the District does not believe that funds will be available from the State for'this purpose
in the near future.
D. The District has determined the amount of money which would be
necessary on a per unit basis to completely mitigate the impacts of Porta Bella on the
District's educational facilities in the absence of State Funding ("Mitigation Payments").
C:IFILEM WP%WAiTr1BEP.M ITEINEWHAL12.17
E. Both the District and Whittaker desire to provide a financing schedule
("Financing Schedule") and a financing plan ("Financing Plan"), as set out in this
Agreement, in lieu of Mitigation Payments, which will provide permanent facilities,
including land, buildings, furnishings and equipment ("School Facilities") to house the
K-6 students who will be generated by Porta Bella ("Porta Bella Students") and which
will completely mitigate the direct and cumulative impacts on the District's educational
facilities. Temporary facilities to house Porta Bella Students while new School Facilities
are being constructed will be provided, and paid for, by the District. School Facilities
will be constructed in accordance with the requirements and specifications contained in
the Education Code and the Applicant Handbook for State School Building Lease -
Purchase Program put out by the Office of Public School Construction as those
requirements and specifications exist at any given time ("State Requirements and
Specifications"). A copy of the State Requirements and Specifications as they currently
exist is attached as Exhibit B.
F. The construction of School Facilities will be accomplished through the use
of funds advanced by Whittaker in response to requests from the District ("Construction
Draws"). The Financing Schedule will ensure that the District will always have
sufficient capacity to house every Whittaker Student; the Financing Plan will minimize
the financial impacts on Whittaker while at the same time maximizing the opportunity
to obtain funds from the State for funding School Facilities or the repayment, with
.interest, of the funds advanced by Whittaker for the cost of School Facilities necessary
to house Porta Bella Students.
G. The Financing Schedule and the Financing Plan will ensure that the
development of Porta Bella, either individually or cumulatively with other projects within
the District's boundaries, will have no adverse impacts on the District's ability to provide
adequate educational opportunities to every student in the District. In particular, the
Financing Schedule and the Financing PIan guarantee to the District that there will be
adequate School Facilities available to house every Porta Bella Student.
H. The District has determined that the development of Porta Bella, as a
planned community, presents a unique opportunity for the District to provide for
complete mitigation of the impacts that the Port Bella development is likely to have on
the District's educational facilities, that the Financing Schedule and the Financing Plan
will provide all of the land and money necessary to provide all needed School Facilities
without the need to collect any fees which might otherwise be available to the District
in connection with the construction of commercial or industrial buildings within Porta
Bella, and that the number of additional students who might be entitled to attend the
District's schools because of their parents' or guardians' employment in those buildings
is less than, or equal to, the number of Porta Bella Students who will not attend the
District's schools because they will be attending schools in other districts or private
schools. The District's determination is limited to Porta Bella and does not represent a
precedent applicable to any other property within the District.
I. The future permanent elementary school to house Porta Bella Students
("New Elementary School") will be built to the State Requirements and Specifications
C:I1*SLE51WP1iyHrl'MERMrrF%NE"ALI^_.17 2
12/18/95 12:58 '$310 442 8400 PREG RICH & LUNA
and will contain at least 307o relocatable classrooms, which, together with permanent
School Facilities, will house 410 students on a traditional, single track, nine month
school schedule and will be the appropriate size elementary school to house Porta Bella
Students as well as other students. The District will operate the New Elementary School
to house 492 students by housing the additional 82 Porta Bella Students at any New
Elementary School or at any other District school by either, in its sole discretion, adding
relocatable classrooms or, without adding relocatable classrooms, by operating the New
Elementary School on a multi -track, year-round schedule.
J. The New Elementary School will be built on a ten acre school site or, in
Whittaker's sole discretion, on a seven acre school site for joint use with an adjoining
local public park containing at least five acres ("New Elementary School Site"). Any
adjoining local park will be improved and available for use by the District at the time
the adjoining New Elementary School is open for operation and for as long afterwards
as the New Elementary School remains in operation.
IN LIGHT OF THE FOREGOING FACTS AND CIRCUMSTANCES, IT IS
MUTUALLY AGREED THAT:
I. The District shall annex those portions of Porta Bella which are presently
within the boundaries of the Saugus Union School District.
2. The District shall build the New Elementary School necessary to house all
Porta Bella Students pursuant to the terms of this Agreement and Whittaker will advance
all of the funds needed by the District to build the New EIementary School pursuant and
subject to the terms of this Agreement.
3. The District shall provide Whittaker with written notice ("District Notice")
for the New Elementary School when the District reasonably determines that at least 300
Porta Bella Students are estimated to exist for the next succeeding school year and that
a New Elementary School is reasonably required to house Porta Bella Students. When
the District gives Developer the District Notice, District shall be prepared to promptly
proceed, and shall proceed, diligently and continuously with the design and plans for the
New Elementary School. When estimating the number of Porta Bella Students for the
next succeeding school year, the District shall utilize the student generation factors set
forth in Paragraph 14 hereof as they apply to completed dwelling units which have
actually been sold and the Porta Bella project approvals as they then currently exist. The
District Notice shall contain a description of the New Elementary School and a schematic
footprint showing the location of allproposed buildings, parking lots, and other
improved areas ("Project Layout"), the State's approval of the New Elementary School
Site as a suitable site for the New Elementary School, and shall state the District's
estimated costs to construct the New Elementary School and the amount needed for the
first Construction Draw.
4. The District shall use its best efforts to cause the New Elementary School
to be open for operation, at the time when 50 additional Porta Bella Students are
available to be housed in the New Elementary School, as determined by the application
c:lin-ES\WPkwHrrr\BERMITEINEWHAL12.17 3
10 004
of the student generation factors set forth in Paragraph 14 hereof as they apply to
completed dwelling units which have actually been sold and the Porta Bella project
approvals as they then currently exist. Whittaker shall advance to the District the funds
required to construct the New Elementary School to a maximum of $3,313,140, adjusted
beginning in 1996 to account for inflation based on the statewide cost index for Class D
construction as determined by the State Allocation Board at its quarterly meetings, which
adjustment shall be effective as of the date of each meeting ("Maximum Construction
Cost"). If the State Allocation Board stops determining the adjustments, the adjustments
shall be made using the Lee Saylor Class D Construction Cost Index for the Western
United States, or another mutually agreed upon index, as of January 1 of each calendar
year. Whittaker, in its sole discretion, shall post an improvement bond, in a form, and
by a surety, reasonably acceptable to the District, or a letter of credit in favor of the
District in the Iesser of the amount of the cost of construction set forth in the District
Notice and the Maximum Construction Cost, and shall advance the funds re juiced for
the first Construction Draw to the District within 60 calendar days of receipt of the
District Notice. Thereafter, the District shall submit subsequent written Construction
Draw requests to Whittaker and Whittaker shall advance the funds required by each
subsequent Construction Draw request to the District within 30 calendar days of receipt
of the Construction Draw request up to the lesser of the amount of the cost of
construction set forth in the District Notice, plus any change orders or actual reasonable
extra costs, and the Maximum Construction Cost. The District shall confer with
Whittaker as to any change orders involving extra costs in excess of 5% of the
Maximum Construction Cost. Each Construction Draw Request shall set forth a request
with respect to a logical segment or phase of work to be performed in connection with
the design and construction of the New Elementary School, shall represent a reasonable
estimate for such segment or phase of work, and shall be consistent with the payment
schedule under the design or construction contract applicable to such segment or phase
of work.
5. The District shall be responsible for obtaining, paying for, and installing
any permanent or temporary relocatable classrooms which are to be used to house Porta
Bella Students while the New Elementary School is being built.
6. The District and Whittaker shall consult with each other on the planning,
design, layout, and grading of the New Elementary School to maximize architectural
compatibility with surrounding development and to minimize construction and
maintenance costs to the District to the greatest extent possible while still conforming to
the State Requirements and Specifications. All decisions regarding the planning, design,
layout, and grading of the New Elementary School and New Elementary School Site
shall be in the District's sole discretion and it is not intended that the District be required
to do anything that will increase its current or future costs of operation or maintenance.
Notwithstanding anything contained in the foregoing to the contrary, District shall adhere
to all design guidelines of the Specific Plan applicable to the commercial space located
in the Town Center District.
7. Whittaker shall provide the New Elementary School Site to the District in
a construction ready condition not later than one of the following, whichever occurs last:
c:+Fn.t s�wMwtitrnsERMrrEwewxAta^_.17 4
(a) 180 calendar days of receipt of the District Notice, or (b) 30 days after the plans,
drawings and construction documents for the New Elementary School have been prepared
and approved by the Office of the State Architect and the State Allocation Board and a
general construction contract for the construction of the New Elementary School has
been awarded. District shall use its best efforts to obtain such approval and to cause the
award of such contract.
8. The New Elementary School Site shall be provided to the District in a
construction ready condition with all-weather access to public roads and utilities, which
shall consist of one potable water line, one fire water line, one electrical line, one
natural gas line, one telephone line, and up to two sewer lines, stubbed to the hook-up
location indicated for each utility on pages 3-B-40-41 of Exhibit Band shown on the
Project Layout, sufficient to service a New Elementary School, in place. The New
EIementary School Site shall have no more than two pads with no more than a 2 % grade
as to each pad. The District and Whittaker anticipate that the New Elementary School
Site may have a difference in pad elevation in excess of four feet. The Maximum
Construction Cost shall be increased by any additional costs of service -site development
over that which would otherwise be incurred if the difference in elevation of two pads
on a New Elementary School Site exceeds four feet. Each pad shall be compacted to
the degree reasonably required by a geotechnical engineer to support the uses shown on
the Project Layout without causing the District to incur costs which would exceed the
costs it would have incurred if the New Elementary School Site consisted of two pads
with no more than a 2% grade and a differential pad elevation of four feet.
9. Whittaker shall provide the New Elementary School Site to allow the
construction of the New Elementary School (currently estimated to be one in Porta
Bella), provided that those portions of Porta Bella which are currently in the Saugus
Union School District are annexed to the District. Whittaker shall provide the site
identified in Exhibit C attached hereto as the New Elementary School Site. The parties
hereto agree that the site identified in such Exhibit C is acceptable to the District as the
New Elementary School Site; the District shall use its best efforts to cause the State
Department of Education and any other applicable governmental authority to approve
such site, and District shall attach such approval to the District Notice. While the current
project approvals for Porta Bella generate not more than 492 students which would be
sufficiently served by one elementary school, Whittaker may obtain changes in those
project approvals which could increase or decrease the number of elementary students
generated by the Porta Bella Project. Therefore, pursuant to Paragraph 12 hertof,
Whittaker's obligations under this Agreement shall be adjusted to account for changes
in the number of Porta Bella Students caused by the number of dwelling units approved
for Porta Bella.
10. Whittaker shall lease the New Elementary School Site to the District on the
terms and conditions of this Agreement. Each Iease shall commence 60 calendar days
after receipt of the District Notice. If Whittaker elects to provide the New Elementary
School Site with a park site as described above, a local public park adjacent to a seven
acre New Elementary School Site shall be improved and available for joint use in
connection with the operation of the New Elementary School at the time that it opens for
C:T LES\WPkWHrMBERMITEINEWHAL12.17 5
operation and, so long as such park is not owned by the City of Santa Clarity or another
governmental entity, shall remain available for as long afterwards as the New EIementary
School remains in operation. The lease for a New Elementary School Site shall be for
a period of 30 years ("Lease Term") at a rental of $1 per year. Each lease shall
terminate (i) if the New Elementary School is not open for operation within five years
of the commencement of the lease, provided that Whittaker has advanced to the District
all funds required of Whittaker for the New Elementary School under this Agreement,
or (ii) if, after the New Elementary School has opened for operation, it fails to operate
as an elementary school for five years in any seven year period. The District, upon
termination of any lease, shall, at the District's sole expense, demolish all improvements
constructed by it on the New Elementary School Site and return it to the condition it was
in at the commencement of the lease and shall refund to Whittaker any funds advanced
to the District, together with interest actually earned by the District, for the construction
of the New Elementary School which have not been paid, irrevocably committed, or
required to terminate any applicable contract.
11. The lease shall contain an option which allows the District to purchase the
New Elementary School Site and which the District shall exercise immediately if the
District is able to obtain any money for construction or land acquisition from any State
or federal agency. The purchase price shall be the appraised value at the time of the
exercise of the option or at such other time as required by applicable State or federal
law. If the money received from any State or federal agency is less than the purchase
price, then the District shall pay Whittaker the amount received and any additional
amounts received for the New Elementary School Site from any State or federal agency
thereafter. If the District is unable to exercise its purchase option during the Lease
Term, the District shall purchase the new elementary school site for Sl at the end of the
Lease Term. Any purchase of a New Elementary School Site which does not include
the payment of the full amount of the appraised value shall be subject to the power of
termination, as that term is defined in Civil Code Section 885.010, in favor of Whittaker
which will require the District to deed the New Elementary School Site back to
Whittaker, to demolish all improvements constructed by it on the New Elementary
School Site, and to return it to the condition it was in at the commencement of the lease
if the New Elementary School fails to operate as an elementary school for five years in
any seven year period. Upon exercise of the power of termination, Whittaker shall pay
the District the amount of the purchase price, without interest, paid to Whittaker. The
power of termination shall become ineffective at such time as Whittaker receives the full
amount of the appraised value.
12. The Maximum Construction Cost, set forth in Paragraph 4 above assumes
that the New Elementary School will be designed to house 492 students on a multi -
tract year around basis. Notwithstanding anything contained in this Agreement to the
contrary, the following provisions shall apply if Porta Bella at any time in the future is
reasonably estimated to generate Porta Bella Students for the enure project which are
more or less than such 492 students, as the result of project changes:
A. if Porta Bella is reasonably estimated to generate less than 300 Porta
Bella Students for the entire project and, at the time that such reasonable estimate is
C:VTIO\WF1WHrrr\BERMnMNEWHAL3217 6
made, the District Notice has not been previously received and substantial design work
on the New Elementary School has not been completed, then Whittaker shall not be
obligated to provide a New School Elementary Site and, in lieu thereof, shall be required
to advance funds to the District equal to the lesser of the construction cost of the New
Elementary School multiplied by the ratio of the number of Porta Bella Students to be
housed to 1004, or an amount calculated by multiplying the number of Porta Bella
Students to be housed by the Maximum Fee, For purposes hereof, the term '"Maximum
Fee" shall mean $6,734 as adjusted as set forth in Paragraph 12D below. For purposes
of this Paragraph 12, the phrase substantial design work shall mean that design work
has proceeded to a point where the contemplated change in capacity would result in
substantial new design work at substantial additional cost and such new design work
would likely result in a delay in the completion of the project which would cause the
New Elementary School to open after such school was reasonably needed to house Porta
Bella Students.
B. If Porta Bella is reasonably estimated to generate more than 300 but
less than 492 Porta Bella Students, and the District Notice has not been received at the
time of such estimate or has been received concurrently with such estimate or has been
received after the District Notice but before the completion of substantial design work
on the New Elementary School, then the New Elementary School shall be designed for
a capacity equal to the then reasonably estimated number of Porta Bella Students to be
generated by Porta Bella and the Maximum Construction Cost shall equal the number
derived by multiplying such estimated number of Porta Bella Students by the Maximum
Fee.
` C. If Porta Bella is reasonably estimated to generate more than 300 but
less than 492 Porta Bella Students, and the District Notice had been received and
substantial design work had been completed on the New Elementary School prior to the
making of the reasonable estimate, then the New Elementary School shall be designed
for a capacity equal to the reasonably estimated number of Porta Bella Students which
had been made prior to or concurrently with the receipt of the District Notice and the
Maximum Construction Cost shall equal the number derived by multiplying such
estimated number of Porta Bella Students by the Maximum Fee.
D. If Porta Bella is reasonably estimated to generate more than 492 but
less than 1005 Porta Bella Students, and the District Notice has not been received at the
time of such estimate or has been received concurrently with such estimate or has been
received after the District Notice but before the completion of substantial design work
on the New Elementary School, then the New Elementary School shall be designed for
a capacity equal to the then reasonably estimated number of Porta Bella Students to be
generated by Porta Bella and the Maximum Construction Cost shall equal the number
derived by multiplying such estimated number of Porta Bella Students by the Maximum
Fee.
E. If Porta Bella is reasonably estimated to generate more than 492 but
less than 1005 Porta Bella Students, and, at the time of such estimate, the District Notice
has been received and substantial design work on the New Elementary School has been
C;TH-ES%WMWHrMBEx.MrrMNEWHnt.12.17 7
12/18/95 13: 01 V310 442 6400 PREG RICH & LUNA
completed, then the New Elementary School shall be designed for a capacity equal to the
reasonably estimated number of Porta Bella Students which had been made prior to or
concurrently with the receipt of the District Notice and the Maximum Construction Cost
shall equal the dollar figure derived by multiplying such estimated number of Porta Bella
Students by the Maximum Fee. In addition, Whittaker shall be required to advance funds
to the District equal to the lesser of (i) the construction cost of any new elementary
school built by the District to house Porta Bella Students in excess of the capacity of the
New Elementary School multiplied by the ratio of the number of Porta Bella Students
to be housed in such new elementary school to 1004, or (ii) an amount calculated by
multiplying the number of Porta Bella Students to be housed in such new elementary
school by the Maximum Fee.
F. If Porta Bella is reasonably estimated to generate more than 1004
Porta Bella Students, then Whittaker shall pay $6,734 ("Excess Per Student Fee') for
each Porta Bella Student in excess of 1004.
G. The Maximum Construction Cost and any applicable fee determined
pursuant to this Paragraph 12 shall be adjusted beginning in 1996 to account for inflation
based on the statewide cost index for Class D construction as determined by the State
Allocation Board at its quarterly meetings, which adjustment shall be effective as of the
date of each meeting. If the State Allocation Board stops determining the adjustments,
the adjustments shall be made using the Lee Saylor Classl) Construction Cost Index for
the Western United States, or another mutually agreed upon index, as of January 1 of
each calendar year.
H. Whittaker may require District to issue a reasonable estimate of the
number of Porta Bella Student to be generated by the Porta Bella project from time to
time by making a written request therefor to the District. Such request shall set forth
Whittaker's own estimate of the number of Porta BellaStudents and the basis on which
it has made such estimate. When making such estimate, the District shall use the student
generation factors required under Paragraph 14 hereof and the project approvals as they
exist at the time the request is made.
13. The District shall use its best efforts to maximize its eligibility to obtain
funding for the New Elementary School and the New EIementary School Site from any
State or federal agency and shall make all reasonable efforts to obtain such funding.
Toward this end, the District and Whittaker will, upon Whittaker's request, revise this
Agreement to provide a different procedure, including Design/Build and Public/Private
Partnership concepts, which will increase the opportunity to obtain funding from any
State or Federal agency as long as there is no increased cost to either the District or
Whittaker. The District shall, in any event, use its best efforts to ensure that Whittaker
receives any funds received from any State or federal agency in connection with the
acquisition of the New Elementary School Site or the construction of the New
Elementary School. However, if the law is changed to allow local bond issues to be
approved by a majority of the voters, the District shall use its best efforts to put a local
bond issue on the ballot and have it approved. If such a local bond issue passes, then
Whittaker shall be reimbursed for the appraised value of the New Elementary School Site
C!1MLESIWPIWHrMBERMITEINEWHAL12.17 8
lQ 009
12
before the District retains funds received from the State or any federal agency for
permanent relocatable classrooms.
14. For purposes of the New Elementary School, student generation factors
shall be as follows: .348 students for a single family dwelling unit, .078 students for a
multiple family dwelling unit, and .253 students for an apartment unit.
15. The District shall provide the County of Los Angeles with information for
the County's Development Monitoring System based on a capacity of 1004 students for
each New Elementary School.
16. The District may, with Whittaker's consent, which consent may be given
or withheld in Whittaker's sole discretion, designate capacity in any New Elementary
School to be used to permanently house non -Porta Bella Students in which case it shall
pay Whittaker $12,230 per student, adjusted as set forth in paragraph 3, for the capacity
designated. The amount to be paid to Whittaker to designate capacity at any New
Elementary School shall be reduced to account for any money received by Whittaker as
a result of funds given to the District for land acquisition costs by any State or federal
agency for that school.
17. The District shall not, under any circumstances:
A. Exercise any power or authority under current or future law to Ievy
or impose an exaction of land, goods, money, or services, whether denominated
a fee, charge, dedication, or tax, against any development of Porta Bella;
B. Require, request, or cooperate with the County of Los Angeles, the
City of Santa Clarita, or any other governmental entity to exercise its power or
authority to levy or impose an exaction of lands, goods, money, or services,
whether denominated a fee, charge, dedication, or tax, for the benefit of the
District;
C. Oppose the development of Porta Bella, any governmental approval,
whether legislative or administrative, of either, or any change in any governmental
approval of either on any basis whatsoever; or
D. Sponsor, or require the formation of, a Communities Facilities
District, for Porta Bella without the express, written consent of Whittaker which
consent may be given or withheld in Whittaker's sole discretion. The District
shall not unreasonably refuse to act as sponsor for a Community Facilities District
if requested to do so by Whittaker.
18. The funds and land to be provided to the District by Whittaker pursuant to
the terms of this Agreement constitute the entire extent of Whittaker's obligation to
provide School Facilities for Porta Bella. The District shall not require or accept any
fees in connection with the development of Porta Bella which might otherwise be
available to it under current or future State law, the Valley -Wide Joint School Fee
C.xRLFSIWP�WHrMBERMrMNEWHAL12.17 9
Resolution (which the District is no longer a party to), or by any other means. The
District shall inform the William S. Hart Union High School District that the amount of
any such fees that would be otherwise available to the District shall not be collected.
19. The District shall provide written certification upon written request from
Whittaker that adequate School Facilities for the District's K-6 needs either exist, or that
the Financing Schedule and the Financing Plan provided by this Agreement guarantee
their availability as needed, to house Porta Bella Students. This written certification
shall be given to the County of Los Angeles, the City of Santa Clarita, or any other
governmental entity which may have development approval authority over Porta Bella
as requested by Whittaker.
20. No development, change of development, governmental approval, nor
change in any governmental approval of Porta Bella shall constitute the basis for any
change or termination of this Agreement because this Agreement provides for the
complete mitigation of all impacts, direct and cumulative, of Porta Bella on the District's
ability to provide adequate educational opportunities to every student in the District.
21. The District, immediately upon request by Whittaker, shall provide any
written certification required to obtain building permits or other development approvals
for Porta Bella. The written certifications shall be provided for whatever number of
residential dwelling units or commercial or industrial buildings are requested by
Whittaker at any time.
22. Whittaker shall have the right, in its sole discretion, to sell or encumber
Porta Bella, improved or unimproved and in whole or in part, by any deed, mortgage,
deed of trust, or other security device. No sale, transfer, or encumbrance of Porta Bella
shall affect Whittaker's obligations under this Agreement. Neither this Agreement nor
any breach of this Agreement shall defeat, invalidate, diminish, or impair the lien or
priority of any deed, mortgage, deed of trust, or other security device.
23. The District and Whittaker, within 30 calendar days of the written request,
shall perform any acts and prepare, sign, deliver, file, and record any documents
reasonably required to obtain the goals, and to satisfy the conditions, contained in this
Agreement. This includes, but is not limited to, providing the requesting party with a
written statement certifying that:
A. This Agreement is unmodified and in full force and effect or, if there
have been modifications, that this Agreement, as modified, is in full force and
effect, stating the date and nature of any modifications; and
B. There are no current uncured defaults under this Agreement or, if
there are any, the dates and natures of the defaults.
24. Any District Notice, request for a Construction Draw, information as to the
District's determination of student generation factors, or other document which would
impose a duty on Whittaker or change the extent of Whittaker's obligations under this
C:kRLES1WP\WHrMBERM1TEIN EWHAL12.17 10
12/18/95 13:03 '$310 442 6400 PREG RICH & LUINA 1001
Agreement shall be accompanied by reasonable supporting documentation at the time that
it is provided to Whittaker by the District. .
25. This Agreement is entered into solely for the benefit of the District and
Whittaker and their respective successors, transferees, and assigns. Other than the
District and Whittaker and their respective successors, transferees and assigns, no third
person shall be entitled, directly or indirectly, to base any claim or to have any right
arising from, or related to, this Agreement.
26. This Agreement contains the entire agreement and understanding concerning
the funding of educational facilities to house Porta Bella Students and supersedes and
replaces all prior negotiations and reposed agreements, written or oral. The District and
Whittaker acknowledge that neither the other party nor its agents or attorneys has made
any promise, representation, or warranty whatsoever, express or implied, not contained
herein to induce the execution of this Agreement and acknowledges that this Agreement
has not been executed in reliance upon any promise, representation, or warranty not
contained herein.
27. This Agreement may not be amended except in writing and signed by the
District and Whittaker.
28. The District and Whittaker acknowledge that each has conducted an
independent investigation of the facts concerning the development of Porta Bella, the
impact that Porta Bella Students will have on the District's educational facilities, and the
costs of housing Porta Bella Students.
29. The District and Whittaker desire to resolve any disputes as to the meaning
of any portion of this Agreement or the rights or obligations of the District or Whittaker
under it as quickly as possible. Therefore any such disputes shall be resolved by binding
arbitration conducted by a mutually agreed upon retired judge of the Los Angeles
Superior Court. If the District and Whittaker are unable to agree on the arbitrator within
30 calendar days of the receipt of a request for arbitration, they shall request that the
presiding judge of the Los Angeles Superior Court designate one. The District and
Whittaker shall each pay half of the cost of the arbitration and each shall be responsible
for its own costs as to any such arbitration.
30. Except as provided in paragraph 29, if it becomes necessary to enforce any
of the terms of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees and other costs of litigation in addition to any other relief to which it may
be entitled.
31. In interpreting this Agreement, it shall be deemed that it was prepared by
the parties jointly and no ambiguity shall be resolved against either party on the premise
that it or its attorneys was responsible for drafting this Agreement or any provision
hereof.
C:\FILESNWP\WHrrr\BERMrrF\NEWHAL12.17 1 I
32. Each individual signing this Agreement warrants and represents that he or
she has been authorized by appropriate action of the party which he or she represents to
enter into this Agreement on behalf of the party.
33. All notices, demands, and communications between the District and
Whittaker shall be given by personal delivery, registered or certified mail, postage
prepaid, return receipt requested, Federal Express or other reliable private express
delivery, or by facsimile transmission. Such notices, demands, or communications shall
be deemed received upon delivery if personally served or sent by facsimile or after three
business days if given by other approved means as specified above. Notices, demands,
and communications shall be sent:
To the District: Newhall School District
25375 Orchard Village Road, Suite 200
Valencia, CA 91355
Fax No: (805) 286-2290
With_a copy to: Alexander Bowie, Esq.
Bowie, Arneson, Kadi, Wiles & Giannone
4920 Campus Drive, Suite A
Newport Beach, CA 92660
Fax No: (714) 851-2014
To Whittaker: The Whittaker Corporation
1955 N. Surveyor Avenue
Simi Valley, CA 93063-3386
Fax No: (805) 584-4195
With a copy to: James D. Richman, Esq.
Pregerson, Richman & Luna
12424 Wilshire Boulevard, Suite 900
Los Angeles, CA 90025
Fax No: (310) 442-6400
The foregoing names, addresses, and fax numbers may be changed at any time
by a written notice given as provided above.
34. This Agreement and all rights and obligations arising out of it shall be
construed in accordance with the laws of the State of California.
35. Any litigation arising out of this Agreement shall be conducted only in Los
Angeles County, California.
36. This Agreement may be signed in one or more counterparts at which, taken
together, shall constitute one original document.
37. Recitals A through I are true and correct and are hereby incorporated.
C:1F1LM%WRWHrrnBERMITEWEWHAL 12.17 12
12/18/95 13:04 '2310 442 6400 PREG RICH & LU`ta 19014
38. The terms and conditions of this Agreement shall be incorporated in every
environmental impact report, environmental monitoring program, general plan
amendment, specific plan, and tentative subdivision map approval given by the City of
Santa Clarita for Porta Bella,
DATED: December _, 1995 BOARD OF TRUSTEES OF THE NEWHALL
SCHOOL DISTRICT
By:
PRESIDENT OF THE BOARD OF
TRUSTEES OF THE NEWHALL DISTRICT
ATTEST:
CLERK OF THE BOARD OF TRUSTEES OF
THE NEWHALL SCHOOL DISTRICT
DATED: DECEMBER 1995 THE WHITTAKER CORPORATION
COMPANY
(A California Limited Partnership)
By: WHITTAKER CORPORATION
Managing General Partner
By: WHITTAKER CORPORATION
Managing General Partner
By:
Its:
By:
Its:
(Signatures continued on the next page.)
C:VILESXW P\WHrMBERMITEwEWHAL1_.17 13
12718/95 10:05 $310 442 8400
APPROVED AS TO FORM:
PREG RICH & LUNA
BOWIE, ARNESON, KADI, WILES &:
GIANNONE
By:
ALEXANDER BOWIE
Attorneys for the NEWHALL SCHOOL
DISTRICT
PREGERSON, RICHMAN & LUNA
By:
JAMES D. RICHMAN
Attorneys for the WHITTAKER
CORPORATION
C:'nL SXWP\WH=ERMrrbxNEWHALI2.17 14
Z015
== �-� .. � �XN IBIT• G
P.O. 33;
2S35--17 ��Jot�4 0
4 =9
al I
lI
W c
cq
fj S 67`27' 16
7 27- 16... W, -
4
-- L!1 ►i�-' �.
In t 39,00',
S 22° 32,44- W
221.88'
37.0
67*27'
16" E
/Z 69.79'
S 3'34.30'• W
Nq
/A-py-w —N-67- 27- 16" W
.. ..... . . . ....... .
l U i lylli
I tiJtj
ql�
:77.
lk
/A
A
C-1
Por. of Pcl. I
of Instr. No. 91-1170920
z
If
I r
I
1,ffl
4
-- L!1 ►i�-' �.
In t 39,00',
S 22° 32,44- W
221.88'
37.0
67*27'
16" E
/Z 69.79'
S 3'34.30'• W
Nq
/A-py-w —N-67- 27- 16" W
.. ..... . . . ....... .
l U i lylli
I tiJtj
ql�
:77.
lk
/A
A
C-1
EXHIBIT D
EXHIBIT
COMMUNITY TRAIL
The Community Trail shall be a minimum of 8 feet wide.
The Community Trail shall be constructed of a non slip all
weather surface.
The Community Trail shall comply with all requirements of the
ACA (Americans with Disabilities Act) and City of Santa
Clarita standards.
TRAM 'LANDSC"EBUFFL•R VIAPORTABELLA
EXHIBIT E
EXHIBIT -
SPRINGBROOK AVENUE
Street trees shall be provided for Springbrook Avenue north
of Dayton Street.
Trees shall be spaced at 30' on center..
::inimum tree size shall be 15 gallon.
Tree species shall be selected from Master Plant List
identified in the Porta Bella Specific Plan.
A temporary irrigation system shall be used for plant
establishment.
Pant Material Standards
To ensure the cuality of the plant materials all plant mater`_a'_s
shall conform to City of Santa Clarita standards and as described
in the latest edition of "American Standards for Nursery Stock."
A'_1 plant materials shall be free of pests and diseases.
01/18/1996 10:29 FROM CROSBY MEAD BENTON TO 13105778539 P.02
1. f'-'
wl
�' A
r4
4� j
sr r-7
4;)
51-
Lj
r
LID
TOTAL P.02
r.
EARTHENLv
CHANNEL
N&PIWL
4 ;- r
tq—TP'p A xA7nrn
Lj
r
LID
TOTAL P.02
EXNi�rEc�
EXHIBIT
CIRCLE J ESTATES BUFFER
58 du
SF 10,Q00
;any
f S do
' SF
1 n nnn I
EYNIBIT H
EXHIBIT ;
LANDSCAPE DESIGN STANDARDS
A buffer of 400 feet minimum will be provided between Via
?rincessa and the Circle J Estates neighborhood. The buffer
shall consist of open space including enhanced landscaping or
1-0,000 square foot lot minimum Single family residential.
Landscape of open space areas will consist of the following:
Informal plantings of trees, shrubs and croundcovers.
The landscape within this area will be composed of native
drought tolerant plant material to blend in with the natural
hillside grassland.
Trees shall be planted close to Via ?rincessa to screen the
roadway from the Circle J Estates.
Trees shall be a minimum size of 15 gallon. There shall be
approximately 1 tree per 750 square foot of landscape area
within the street parkway.
Native shrubs and groundcover will be planted and hydroseeded
along slope areas.
A landscape berm shall be provided where possible. The berm
shall be 3' minimum in height. Where no berm is possible due.
to grading constrictions a continuous planting of shrubs
shall be implemented. Shrubs shall be 5 gallon, in size and
designed to screen the road from view.
?_ants shall be selected from the Master Pian_ list for
shrubs appropriate for the Hillside Grassland conditions.
Slopes shall be contour graded as much as possible to
compliment natural, hillsides and drainage swales.
To ensure the quality of the plant materials all plant materials
shall conform to City of Santa Clarita standards and as described
in the latest edition of "American Standards for Nursery Stock."
All plant materials shall be free of pests and diseases.
EXHIBIT(
KART LANE GATE
The style of the gate ahall be compatible with the
architectural character of the Circle J Estates.'
The design of the gate shall be consistent with the existing
Circle J Estates gate as a minimum standard.
.o n SF 10,000
7.
SF 10,000 �
SF 10,000
". GATED ENTRY
/ SF 10,000
CIRCLEJ ESTATES
W V VZj i X13 ] T'a R3�i 111 1 1
F
J u n_.....___
1 `
1 I III 11 � 11 ``, ✓(
",1
/'•. �-__•1""I I I II)j 11111 �9 '�;�•
"1 `•/�"`{\" r 1 � 111 I�ILf I/,1l �,
Ili • ",\� ``�� �1; I1111 .f1' : 1I �
Jj
It
\`1111
111 1
t\\"1 _
WO
\ t t 1 i
Ifl li i
_
I I�
1111 /'fill t
f
1 0
,1
I i
:1
Yt
e
Ex►+ierr N
SIT