HomeMy WebLinkAbout1996-02-13 - AGENDA REPORTS - PORTA BELLA DEVAGMT (2)AGENDA REPORT
City Manager Approval 74e
Item to be presented by:
Rich Henderson
UNFINISHED BUSINESS
DATE: February 13, 1996
SUBJECT: PORTA BELLA DEVELOPMENT AGREEMENT
ORDINANCE NUMBER 96-4
DEPARTMENT: Community Development
BACKGROUND
The public hearing for the Porta Bella Development Agreement was closed at the regular City
Council meeting on January 23, 1996. All of the exhibits were not available at that time.
The City Council and the citizens who spoke on this matter at that meeting, have been
provided with those exhibits and changes in the wording of the document.
On the day following the January 23, 1996 Council meeting, packets were delivered to the
three citizens who spoke on this matter. It included all materials which the Council had
received, plus several newly re -written passages in the Development Agreement, On
February 1, another packet was delivered to each of them, including all of the remaining
exhibits and a few more wording changes.
No further changes are to be made. The final draft document is being printed as this report
is being written. Staff has communicated with each of the citizens. They will be commenting
prior to the public hearing, and an update will be provided at the Council meeting, as of 24
hours prior to the meeting.
RECOMMENDATION
Approve the Development Agreement, waive further reading, and adopt Ordinance No. 96-4.
ATTACHMENT
Ordinance No. 96-4
Porta Bella Development Agreement
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Agenda Item:. AT
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
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.
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.
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 -
1. The Whittaker Corporation is a party to the Indemnity Agreement for
all purposes of indemnifying the City with respect to hazardous
materials on the property.
2. Design of Magic Mountain/Via Princessa Roadway; The developer shall
design the Magic Mountain/Via 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 ) §
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
current\phcwrd5.rah
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
James D. Richman, Esq.
Pregerson, Richman & Luna
12424 Wilshire Blvd., Suite 900
Los Angeles, CA 90025
BY AND BETWEEN
THE CITY OF SANTA CLARITA
AND
WHITPAKER PORTA BELLA, INC.
March , 1996
2012M2.133330
TABLE OF CONTENTS
RECITALS
. . . . . . . . . . . . . . . . . . . . . . . . .
2
A.
State Enabling Statutes . . . . . . . . . . . .
2
B.
Authorization for Development Agreements . . . .
2
C.
City Procedures and Actions . . . . . . . . . .
3
D.
Project Description . . . . . . . . . . . . . .
3
E.
Owner of Property . . . . . . . . . . . . . . .
4
F.
Public Objectives . . . . . . . . . .
4
G.
Developer's Objectives . . . . . . . . . . . .
5
H.
Applicability of Agreement . . . . . . . . . . .
7
AGREEMENT
1.
Definitions . . . . . . . . . . . . . . . . . .
7
(a) Appeal Period . . . . . . . . . . . .
7
(b) Applicable Rules . . . . . . . . . . . . .
7
(c) Commuter Rail Station . . . . . . . . .
7
(d) Commuter Rail Station Site . . . . . . . .
8
(e) Conditions of Approval . . . . . . . . . .
8
( f ) Developer . . . . . . . . . . . . . . . . .
8
(g) Development Agreement Act or Act . . . . .
8
(h) Development Code . . . . . . . . . . . . .
8
(i) Discretionary Actions or Discretionary
Approvals . . . . . . . . . . . . . . . . .
8
(j) Effective Date . . . . . . . . . . . .
8
(k) Environmental Impact Report . . . . . . . .
8
(1) General Plan . . . . . . . . . . . . . . .
9
(m) Health and Safety . . . . . . . . . . . .
9
2012M2 •11'JC. F
1
(n)
Processing Fees . . . . . . . . . . . . .
. 9
(o)
Project . . . . . . . . . . . . . . . . .
. 9
(p)
Project Approvals . . . . . . . . . . . .
. 9
(q)
Project Site . . . . . . . . . . . . . .
. 10
(r)
Public Improvements . . . . . . . . . . .
. 10
(s)
Specific Plan . . . . . . . . . . . .
. 10
(t)
Subsequent Consistent Rules . . . . . . .
. 10
(u)
Valley Center Overlay Area . . . . .
. 10
2. Public Benefits . . . . . . . . . . . . . . .
. 10
3. Development of Property . . . . . . . . .
. 11
(a)
Entitlement to Develop . . . . . . . . .
. 11
(b)
Project Development . . . . . . . . . . .
. 11
( c )
Changes in Law . . . . . . . . . . .
. 11
(d)
Extension of Tentative Parcel Maps . . .
. 14
(e)
Conditions and Mitigations Measures . . .
. 14
(f)
City Acknowledgement and Findings . . . .
. 15
(g)
Phasing of Development . . . . . . . . .
. 15
(h)
Right -of -Way Acquisition . . . . . . . .
. 16
4. Obligations
of Developer . . . . . . . . . . .
. 18
(a)
General Project Requirements . . . . . .
. 18
(b)
Special Project Requirements . . . . . .
. 23
(c)
Further and Special Consideration for
Development Agreement . . . . . . . . . .
. 23
(d)
Effect of Litigation . . . . . . . . . .
. 27
5. Obligations of City . . . . . . . . . . . . .
. 27
(a)
Effective Development Standards . . . . .
. 27
2012PB2: TOC.F -ii-
(b) Conflicting Enactments . . . . . . . . . . 27
(c) Moratoria . . . . . . . . . . . . . . . . 27
(d) Reimbursement Mechanism . . . . . . . . . . 28
6. General Provisions . . . . . . . . . . . . . . 28
(a) Effective Date . . . . . . . . . . . . . . 28
(b) Periodic Review . . . . . . . . . . . . . . 29
2O12PB2: TOC. F -iii-
(i) Annual Review . . . . . . . . .
29
(ii) Pre -Report Procedure . . . . .
29
(iii) Director's Determination . . . .
29
(iv) Planning Commission Hearing . . .
29
(v) Appeal by Developer . . . . . . .
30
(vi) Period to Cure Non -Compliance . .
30
(vii) Failure to Cure . . . . . . .
31
(viii) Failure to Conduct Annual Review
31
(ix) Termination or Modification of
Agreement . . . . . . . . . .
31
(x) Initiation of Review by City
Council . . . . . . . . . . . . .
31
7. Remedies . . . . . . . . . . . . . . . . . . .
32
( a )
Intent . . . . . . . . . . . . . . . . . .
32
(b)
Default by City . . . . . . . . . . . . . .
32
(c)
Default by Developer . . . . . . . . . . .
32
(i) Notice of Default . . . . . . . .
33
(ii) Failure to Cure Default Procedure
33
(d)
Appeals . . . . . . . . . . . . . . . . .
34
(e)
Enforced Delay, Extension of Time for
Performance. . . . . . . . . . . . . . . .
34
(f)
Mute Resolution (Arbitration) . . . . . . .
34
(i) JAMS Arbitration . . . . . . . . . . .
34
(ii) AAA Arbitration . . . . . . . . . . .
35
(g)
Legal Action . . . . . . . . . . . . . . .
36
(h)
Administration of Agreement and Resolution
of Disputes . . . . . . . . . . . . . . .
36
(i)
Term . . . . . . . . . . . . . . . . . . .
36
2O12PB2: TOC. F -iii-
(j) Developer Protest Provision . . . . . . . . 36
8. Miscellaneous . . . . . . . . . . . . . . . . . 38
2012P 2tT .F
( a )
Amendments . . . . . . . . . . . . . . . .
38
(b)
Assignment . . . . . . . . . . . . . . . .
39
(c)
Public Facilities and Infrastructure . . .
39
(d)
Covenants . . . . . . . . . . . . . . . . .
40
(e)
Cooperation and Implementation . . . .
40
( f )
Applicable Law . . . . . . . . . . . . . .
42
(g)
Cooperation in the Event of Legal Challenge
42
(h)
Relationship of Parties . . . . . . . . . .
42
(i)
Attorneys' Fees . . . . . . . . . . . . . .
42
(j)
Constructive Notice and Acceptance . . . .
42
(k)
Notices . . . . . . . . . . . . . . . . . .
42
(1)
Recordation . . . . . . . . . . . . .
43
(m)
Determination of Validity of All or Part
of Agreements; Events of Termination . . .
43
(n)
Time of the Essence . . . . . . . . . . . .
44
(o)
Waiver . . . . . . . . . . . . . . . . .
44
(p)
Entire Agreement . . . . . . . . . . . . .
45
(q)
No Third Party Beneficiaries . . . . . . .
45
(7)
Successors and Assigns . . . . . . . . . .
45
(s)
Certificate of Compliance . . . . . . . .
45
(t)
Legal Advice; Construction . . . . . . . .
45
(u)
Ability to Encumber Property . . . . .
45
(v)
Amendments to Specific Plan . . . . . . .
46
(w)
Counterparts . . . . . . . . . . . . . . .
47
(x)
Covenant of Good Faith Performance . . . .
47
-iv-
LIST OF EXHIBITS . . . . . . . . . . . . . . . . 47
SIGNATURE PAGE . . . . . . . . . . . . . 48
ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . 49, 50
EXHIBITS:
Exhibit"A" Property Description
Exhibit "B School Mitigation Agreement(s) by and
between Developer and appropriate school
districts (to be attached when executed)
Exhibit "C" Description 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 "F" Specifications for Condition of Approval
DS -28, Oak Orchard Drainage
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"2" 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
2012PB2:TOC_P -V-
This Development Agreement ("Agreement") is executed this
day of March, 1996, by and between the City of Santa
Clarita, a municipal corporation ("City"), and Whittaker Porta
Bella, Inc., a California corporation, ( the "Developer"),
pursuant to California Government Code Section 65864, et seq.,
11 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, et sea., hereinafter the
"Act") which authorizes any city to enter into binding
development agreements establishing certain development rights in
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 discourage
investment in and a commitment to comprehensive
planning which would make maximum efficient utili-
zation of resources at the least economic cost to
the public.
(b) Assurance to the applicant for a
development project that, upon approval of the
project, the applicant may proceed with the
project in accordance with the existing policies,
rules and regulations, and subject to conditions
of approval, will strengthen the public planning
process, encourage private participation in
comprehensive planning, and reduce the economic
costs of development."
B. Authorization for Development Agreements. Sections
65864 through 65869.5, as well as Chapter 17.03.010 of the Santa
Clarita Municipal Code, authorizes the City to enter into binding
agreements with persons or entities having legal or equitable
All references to Sections of Codes hereinafter shall be to
the California Government Code unless otherwise specifically
stated.
2012PB2:133320 - `
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 January 23, 1996 and adopted
Ordinance No. 96-4 on February 13, 1996, to become effective on
March 14, 1996, by which 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, and authorized the execution of this Agreement by the Mayor
of the City and its recordation by the City Clerk.
3. City Project Approvals. The City has previously taken the
following actions which are relevant to this Agreement: approved
and adopted the Porta Bella Specific Plan 91-001 (Ordinance No.
95-06); the Vesting Tentative Tract Map 51599; the Final
Conditions of Approval, which are attached as Exhibit A to
Resolution No. 95-42; and, approved and adopted Oaktree Permit
91-033, all of which were adopted pursuant to Resolution No. 95-
42; certified the EIR; adopted the Mitigation Monitoring and
Reporting Plan and the Statement of Overriding Considerations,
pursuant to Resolution No. 95-41 and Ordinance No. 95-06; on
April 25, 1995 and, adopted the amendments to the General Plan of
the City pursuant to Ordinance No. 95-06.
D. Project Description. The Project, as defined in
Paragraph 1(p) hereof, is a large scale mixed-use phased
development of the "Property" v as hereinafter defined and as
described in Exhibit "A" 2� attached hereto and in Vesting
Tentative Tract Map 51599. The Project requires major investment
'! As used in this Agreement, the word "Property" does not
include other real property owned by Developer outside the
Specific Plan boundaries.
2 Each "Exhibit" hereinafter referenced in this Agreement is
attached hereto and incorporated herein by such reference
unless otherwise specifically noted.
-3-
2012M2:113320
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 Objectives. In accordance with the legislative
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 Obiectives. 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 City's General Plan
and the Specific Plan. The City Council has found and
determined that this Agreement is consistent with the City's
General Plan and constitutes a valid exercise of the City's
police power and is being entered into pursuant to, and in
compliance with, the requirements of the Act and the
Development Code. Completion of the Project will further
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;
2033PB3:333320 -4 -
(d) Providing potential for positive on-going fiscal
benefit to the City's General Fund;
(e) Fulfilling long term economic and social goals for
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 construction employment and
long-term permanent employment within the City; and
(i) Contributing to the long-term viability of the
economy of the City.
2. Public Benefits in Return for Assurance of Completion
The public benefits to be received as a result of the
development of the Project through this Agreement include,
among others:
(a) An array of meaningful transportation alternatives
to the automobile, including, but not limited to, the
provision to the City of the Commuter Rail Station Site
(as hereinafter defined), the pedestrian and equestrian
trails, and bicycle paths;
(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
2012M2:133320 -5
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.g., 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, (iii) defer or delay
completion of the Project, or (iv) apply new rules, regulations,
standards or official policies to the Project in such a manner as
to significantly increase the cost of the Project. The inability
to anticipate these changes, as well as the potential loss of
anticipated revenue associated with these development risks and
uncertainties would, in the absence of this Agreement, deter and
discourage the Developer from making a 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.
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.
zolzvez: iavxo — 6
H. Applicability of the Agreement. This Agreement does
not: (i) grant density or intensity of use in excess of that
otherwise permitted in accordance with the existing zoning or the
specific Plan; (ii) eliminate future Discretionary Actions or
Discretionary Approvals relating to the Property; (iii) guarantee
that Developer will receive any profit from the Project; or (iv)
amend the City's General Plan.
NOW, THEREFORE, the foregoing Recitals, which are material
to this Agreement are incorporated herein and made a part hereof
for the purpose of construing this Agreement, and in
consideration of the mutual covenants and agreements contained in
this Agreement, the City and Developer agree as follows:
1. Definitions For all purposes of this Agreement,
except as otherwise expressly provided or unless the context
otherwise requires:
(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 all agreement(s) between
Developer and all appropriate school districts, true copies
of which shall be attached to, and incorporated in this
Agreement when said agreements are executed, marked as
Exhibit "B" (the "School Mitigation Agreement(s)"), as such
agreement may be modified from time to time by the mutual
agreement of the parties thereto, and the "Joint Resolution
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.
2012P 2:133320 %
(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 for the Commuter Rail Station and
which currently consists of approximately 6.4 acres, as
described in Exhibit "C" attached hereto.
(e) "Conditions of Approval" means the Final Conditions of
Approval attached and incorporated as Exhibit A to
Resolution No. 95-42 which was adopted by the City Council
on May 9, 1995, and the Mitigation Monitoring Program
attached and incorporated as Exhibit A to Resolution No. 95-
41, which was adopted by the City Council on April 25, 1995.
(f) "Developer" means Whittaker Porta Bella, Inc., a
California corporation, which is a wholly owned subsidiary
of Whittaker Corporation, a Delaware corporation.
(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
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 Environmental Impact Report, dated January 7,
1994, together with the Addendum to the Final Environmental
Impact Report, dated April 8, 1994, which EIR (SC 92-041040)
was certified by the City Council on April 25, 1995 pursuant
to Resolution 95-41 and again pursuant to Ordinance No.
95-06 adopted on April 25, 1995.
2012ea2: 13»20 — 8 —
(1) "General Plan" means the General Plan of the City of
Santa Clarita, as amended in accordance with the Project
Approvals and as applicable to the Project on the Effective
Date.
(m) "Health and Safety" as used herein, shall exclude any
action based on aesthetics or slope density which results in
reductionin use, intensity of use, or density, or which
would otherwise preclude development of the Project
substantially in accordance with the Project Approvals.
(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 construction of structures and
buildings and the installation of landscaping.
(p) "Project Approvals" means the Porta Bella Specific Plan
91-001 (Ordinance No. 95-06); the Vesting Tentative Tract
Map 51599, the Final Conditions of Approval attached as
Exhibit A to Resolution No. 9542, and Oak Tree Permit
91-033, each approved pursuant to Resolution No. 95-42;
certification of the EIR, the adoption of the Mitigation
Monitoring and Reporting Plan; and, the Statement of
Overriding Considerations, pursuant to Resolution No. 95-41
and Ordinance No. 95-06, on April 25, 1995; and, the
2012M2:133320 -9-
amendments to the General Plan, as adopted by the City
Council pursuant to Ordinance No. 95-06, all of which are
incorporated herein by this reference, as though fully set
forth herein.
(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, which
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 in accordance with this Agreement, and are 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 apply
a particular, subsequently adopted rule, regulation or
official policy will place residents of the City in a
condition substantially dangerous to their Health and Safety
and such condition cannot otherwise be mitigated in a
reasonable manner.
(u) "Valley Center Overlay Area" means that portion of the
Specific Plan Area which is designated in the General Plan
as the Valley Center Overlay and in which the Town Center
District and the Soledad District (as defined in the
Specific Plan) are located.
2. Public Benefits. This Agreement confirms the benefits
provided for in the Specific Plan and Conditions of Approval as
2013PH3:133320 -10-
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 Develop. 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 in
this Agreement, the use designation for the Property, the
permitted uses of the Property, the density or intensity of
use, the maximum height and size of any proposed buildings
and the reservation or dedication of land for public
purposes are as set forth in the Project Approvals.
(c) Changes in Law
(i) Changes Which Do Not Apply to Project Rules. Any
change in the ordinances, laws, rules, regulations or
policies of the City including, without limitation, any
change in any applicable General Plan Element, Specific
Plan Element, or zoning or subdivision regulation, any
such change by means of an ordinance, initiative,
resolution, policy, order or moratorium, initiated or
instituted for any reason whatsoever and adopted by the
City Council, Planning Commission or any other Board,
Commission or Department of the City, or any officer or
employee thereof, or by the electorate, as the case may
be, which would, absent this Agreement, otherwise be
applicable to the Project and which would conflict in
any way with, or be more restrictive than, the
Applicable Rules, shall not be applied by the City to
the Project or development within the Project unless
such changes constitute a Subsequent Consistent Rule.
(ii) Changes in Building and Fire Codes.
Notwithstanding Paragraph 3(c)(i) above, development of
the Project shall be subject to changes occurring from
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
2012PW:133320 _11-
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)
the Project after the Effective Date of the Agreement.
If the Applicable Rules are modified and applied to the
Project by the City for any reason, or if reductions in
the use, intensity of use, or density of the Project
occur as the result of litigation or otherwise, then
Developer shall have the rights (in addition to all
other rights and remedies under this Agreement or
applicable law) set forth in Paragraph 7 hereof.
Nothing in this paragraph 3(c)(iii) shall be construed
to permit the City to modify the Applicable Rules as
they apply to the Project, unless such modification is
otherwise expressly permitted by other provisions of
this Agreement.
(iv) Subsequent Discretionary Action or
Discretionary Approval.
(1) No Change in Entitlement. Any subsequent
Discretionary Action initiated by Developer, which
does not change the uses or increase the density,
intensity of use, floor area, or building height,
and which meets the Applicable Rules for setbacks,
yards, or parking ratios, shall be governed by the
Applicable Rules. For these purposes, transfers
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) Change in Entitlement. Any subsequent
Discretionary Action initiated by Developer, which
2012PB2:133320 -12
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 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) Chances 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, to the extent that such changes are
mandated and required to be applied to the Project
by state or federal laws or regulations or by
direction of a court of competent jurisdiction
over the Project Approvals, the Applicable Rules
or this Agreement. As provided in Section 65869.5
or any successor statute thereto, if state or
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 with such state or federal laws or
regulations or a court order.
(4) Action by City. The City agrees to timely
consider and act upon subsequent Discretionary
Actions or Discretionary Approvals reasonably
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
2012PB2:133320. -.13
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.
Except as specifically provided in this Agreement
and in the Project Approvals, or as mandated and
required pursuant to Paragraph 3(c)(iv)(3), above,
in the development of the Project, 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 Parcel Maps. To the extent
allowed by the Subdivision Map Act (Section 66410, et sen.),
the terms of:
(i) Any tentative map including, without limitation,
Vesting Tentative Map 51599, and any other tentative
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.
-oizaez: 133320 —14—
EXNISIT 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 CENTERLINE OF THAT PORTION OF THE STATE HIGHWAY,
KNOWN AS .THE HINT 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 OF A 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 OFRIGHT 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 DEGR'E'ES 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 DISTANCE OF 1949. FEET TO THE EASTERLY END OF SAID
CURVE; THENCE ALONG THE SOUTHERLY LINE OF SAID STATE HIGHWAY NORTH 83 DEGRE=S 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 A POINT
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 4S
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 OO 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 A POINT 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 BENEATv' 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 T;ofm ,
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 THEE 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 IN 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 LINE
OF SAID PARCEL OF LAND, DESCRIBED IN THE DEED RECORDED IN BOOK 43 PAGE 73,
OFFICIAL RECORDS; THENCE ALONG SAID SOUTHWESTERLY LINE NORTH. 60 DEGREES 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 RANC-O 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 THE SOL=FEAST
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 C6
SECONDS EAST 727.59 FEET; THENCE ALONG SAID NORTHERLY LINE 69 DEGREES 29 MI.CTES
EAST 1,653.48 FEET; THENCE ALONG SAID NORTHERLY LINE NORTH 86 DEGREES 51 M=NOTES
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 OF WAY 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 3E:IT_
CATTLE PASS 15 FEET LONG, AND DESCRIBED AS NO. 448-E, IN THE DEED FROM THE N=WHALL
LAND AND FARMING COMPANY, A CORPORATION, TO R. A. BAKER, RECORDED IN BOOK 4055
PAGE 131, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COL\=Y,
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 CER^A=N
RESERVOIR WHICH WAS RESERVED, AND EXCEPTED IN DEED RECORDED IN BOOK 4055 PAGE 131,
OFFICIAL RECORDS ABOVE; THENCE SOUTH 8 DEGREES 29 MINUTES 50 SECONDS WEST _72.49
FEET, SOUTH 80 DEGREES 35 MINUTES 10 SECONDS WEST 91.10 FEET, SOUTH 57 DEGREES 54
MINUTES 10 SECONDS 'REST 232.35 FEET, ALONG SAID SOUTHEASTERLY BOUNDARY LINE C?
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 CLAR:TA,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 196 ?AGE
304 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID CCUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF SAID LOT 62, WITH THE SOI.==RLY
LINE OF THE LAND DESCRIBED IN DEED TO THE LOS ANGELES POWDER COMPANY, RECORD= 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 EAS:
LINE OF THE RANCHO SAN FRANCISCO; THENCE NORTHERLY ALONG SAID EAST LINE TO TEE
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 OF THE
LAND DESCRIBED IN SAID DEED TO THE POINT OF BEGINNING.
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 IS 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 LIN£ 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, WHIC= IS
SOUNDED 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 SOUT -RLY
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 RESPECTIVELY 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 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 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 .PAGE270, 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, COL?1_'Y 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. 2.1 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 IFIE
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; TE -NCE
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 SOUTH_R*.Y
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 HYDROCA_ON
SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO LOS ANGELES HCME
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, IN
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. MAB
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 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 S=.ID
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 SOU HEAST
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 DEGREES
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 SUBSTANC=S
LYING IN AND .UNDER SAID LAND, AS RESERVED IN THE DEED FROM DOMENICO GHIGGIA AND
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 MAP
RECORDED IN BOOK 18 PAGE 155 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER Or SAID
COUNTY, DISTANT EASTERLY THEREON 2640 FEET FROM ITS INTERSECTION WITH THE -EST
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 DISTANT
NORTHERLY THEREFROM A SUFFICIENT DISTANCE TO INCLUDE 160 ACRES OF LAND 'BIT=IN THE
PARCEL OF LAND HEREIN DESCRIBED; THENCE EASTERLY PARALLEL WITH SAID NORTH LI.= 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
FEET MORE OR LESS, TO THE POINT OF BEGINNING.
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. 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, IN
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 ANGE!ZS,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 969 PAGES 1S TO 20 INCLUS:V" OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
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EXHIBIT D
EXHIBIT
COMMUNITY TRAIL
The Community Trail shall be a minimum of a feet wide.
:he Community Trail shall be constructed of a non slip all
weather surface.
:he Community Trail shall comply with all requirements of the
ADA (Americans with Disabilities Act) and City of Santa
Clarita standards.
3
EXHIBIT E
EXHIBIT
SPRINGBROOK AVENUE
Street trees shall be provided for Sprincbrook Avenue north
of Dayton Street.
Trees shall be spaced at 301 on center.
:!inimum tree size shall be 15 gallon.
'tree species shall be selected from Master Plant List
identified i. the Pcrta Bella Specific Plan.
A temporary Irrigation system ahali be used for plant
establishment.
?'_ant Material Standards
To ensure the quality of the plant materials all plant mater:ars
shall conform to City of Santa Clarita standards and as described
in the latest edition of "American Standards for Nursery Stock."
Ail plant materials shall be free of pests and diseases.
1\�' �\f �� � ti \11j t. 1/'/.,;•�l'•, %/, �\�,�_/.• a/-\� \��.a
l j.; ii. r _^ \•1.. %i�f7 ��. , �� r q'I'i \�\� 1` �- ' 'tom •� `.<�i ---.
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EXHIB1TJfr
EXHIBIT
CIRCLE J ESTATES BUFFER
198 du ri
SF -p
i
�— 3300 ac -
5i du
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17.0 ac
t)
> O CIRCLE J'ESTATE
3
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SF 10;000
19.0 x
EXN161T 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 c_
10,000 square foot lot minimum Single family residential.
Landscape of open space areas will consistof the following:
=-formal plantings of trees, shrubs and croundcovers.
..`.e landscape within this area will be composed of native
drought tolerant plant material to blend in with the natural
_11side 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 ce
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 pcssible due
to grading constrictions a continuous planting of shrubs
s.`.all be implemented. Shrubs shall be 5 gallon in size and
designed to screen the road from view.
?tants shall be selected from the Master ?'_ant 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 materia_s
shall conform to City of Santa Clarita standards and as descri=ed
in the latest edition of "American Standards for Nursery Stock."
All plant materials shall be free of pests and diseases.
EIMIBIT I
EXHIBIT
KARI LANE GATE
The style of the gate shall 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.
%11-41
SF 10,000
9�
SF 10,000
y� SF 10,000
GATED ENTRY r • ��''
SF 10,000
L f/
r,
CIRCLE J ESTATES j
EXHIBIT "J"
INDEMNIFICATION AGREEMENT
This Agreement is entered into by and between the City of
Santa Clarita, Whittaker Porta Bella, Inc., a California
Corporation and Whittaker Corporation, a California Corporation,
and is dated , 1996.
1. INDEMNIFICATION.
Pursuant to that certain Development Agreement By and
Between the City of Santa Clarita ("City") and Whittaker Porta
Bella, Inc. dated , 1996 ("Development Agreement"),
Whittaker Porta Bella, Inc. ("Developer") and Whittaker
Corporation ("Whittaker"), for each of them and each of their
successors and assigns, agree to indemnify, protect, defend (with
counsel acceptable to the City) and hold the City harmless from
any and all liability, costs, fines, penalties, charges and/or
claims of any kind whatsoever (including, but not limited to, the
death or injury of any person) ("Liability") caused by, arising
from, or by reason of, the presence of any "toxic" or "hazardous"
substance or material, as those terms are currently or
hereinafter defined in California or federal law, whether
presently found on the Project Site (as that term is defined in
the Agreement) or later discovered on the Project Site. A
current definition of "toxic" and "hazardous" materials, as
defined in California and federal law, is attached hereto as
Exhibit "1". Notwithstanding the foregoing, Developer and
Whittaker do not indemnify the City for any Liability arising
from "toxic" or "hazardous" substances or materials which were
not present on the Project Site orportion thereof as of the date
of sale of such Project Site, or such portion thereof (as the
case may be), by Developer or Whittaker to a third party. It is
Developer's and Whittaker's obligation to establish that any
"toxic" or "hazardous" substances were deposited on the Project
Site after the date of sale of such property to a third party
either to the City's satisfaction or in a court of law. Until
such time as the responsibility for the "toxic" or "hazardous"
substances or materials is so established, Developer and
Whittaker agree to protect, defend (with counsel acceptable to
the City), hold harmless and indemnify the City from any and all
liability, costs, fines, penalties, charges and/or claims of any
kind whatsoever (including, but not limited to, the death or
injury of any person) caused by, arising from, or by reason of,
the presence of any "toxic" or "hazardous" substance or material
on the Project site. The foregoing indemnity is intended to
operate as an agreement pursuant to Section 107(e) of the
Comprehensive Environmental Resource Conservation and Recovery
Act, 42 U.S.C. Section 9601 et seq. and California Health and
Safety Code Section 25364 to assure, protect, hold harmless and
IAX2:146664.3
indemnify the City from liability. Provided Whittaker and
Developer are not in breach of their obligation under this
Agreement, this indemnification shall not cover any settlement of
a liability claim unless Whittaker and Developer have approved in
writing such settlement.
2. NAMING CITY AS ADDITIONAL INSURED ON INSURANCE POLICIES
If either or both Developer or Whittaker obtain or hold
insurance policy(ies) that covers the risk of Liability arising
from "toxic" or "hazardous" substances or materials on the
Project Site or portion thereof, then the City shall be named as
an additional insured on said Policy(ies).
3. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of
a party to this Agreement represents and warrants that
he/she/they has/have the authority to so execute this Agreement
and to bind such party to the performance of its obligations
hereunder.
4. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties.
5. MODIFICATION OF AGREEMENT.
No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by all parties to this
Agreement. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver
shall be void.
6. WAIVER.
Waiver by any party to this Agreement of any term,
condition, or covenant of this Agreement shall not constitute a
waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision, nor a waiver of any
subsequent breach or violation of any provision of this
Agreement.
7. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed
according to the laws of the State of California. In the event
of litigation between the parties, venue in state trial courts
shall lie exclusively in the County of Los Angeles." In the event
of litigation in a U.S. District Court, venue shall lie
fAX2:1466643 -2-
exclusively in the Central District of California, in Los
Angeles.
8. , ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to
enforce or interpret any provision of this Agreement, the
prevailing party in such litigation or other proceeding shall be
entitled to an award of reasonable attorney's fees, costs and
expenses, in addition.to-any_m}her-relief to which -it may be
entitled.
9. SEVERABILITY.
If any term, condition or covenant of this Agreement is
declared or determined by any court of competent jurisdiction to
be invalid, void or unenforceable, the remaining provisions of
this Agreement shall not be affected thereby and the Agreement
shall be read and construed without the invalid, void or
unenforceable provision(s).
10. NOTICE.
Notice shall be given to City and Developer as provided in
the Development Agreement. Notice shall be given to Whittaker at
the same addresses as provided for Developer in the Development
Agreement.
The City shall give Developer and Whittaker prompt written
notice of the commencement of any claim, action or proceeding
concerning a liability; provided, however, failure to give such
notice shall relieve neither Whittaker nor Developer of their
obligation under this Agreement without prejudice to any damage
remedy arising from such failure.
11. REMEDIES.
Any remedies shall be the same as the remedies set forth in
the Development Agreement.
12. PRESERVATION OF CITY'S DEFENSES.
This Agreement shall not defeat or render inapplicable any
defense to a liability which the City would otherwise have if
this Agreement did not exist, including, without limitation, any
defense based upon statutory and common law principles of
governmental immunity.
lAX2:146664.3 -3-
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
WHITTAKER PORTA BELLA, INC., a
California Corporation
By:
[Print Name]
[Print Title]
By:
[Print Name]
[Print Title]
WHITTAKER CORPORATION, a California
Corporation
By:
[Print Name]
[Print Title)
By:
[Print Name]
[Print Title)
CITY OF SANTA CLARITA, a Municipal
Corporation of the State of
California
By:
[Print Name]
Mayor
ATTEST:
[Print Name]
City Clerk
IAX2:146W.3 -4
Exhibit l to Exhibit "J"
Hazardous Materials - Any hazardous or toxic substance,
material, or sewage or other waste which is regulated, con-
trolled or prohibited by statute, rule, regulation, decree or
order of any governmental authority, the State of California
or the Unitsed States Government now or at any time hereafter
in effect. The term "Hazardous Materials" includes, without
limitation, any material or substance which is:
1. Defined as a "hazardous waste," "extremely hazardous
waste," or "restricted hazardous waste" under§§ 25115,
25117 or 25122.7, or listed pursuant to § 25140 of the
California Health and Safety Code, Division 20, Chapter
6.5 (Hazardous Waste Control Law);
2. Defined as a "hazardous substance" under the
Carpenter -Presley -Tanner Hazardous Substance Account Act
("HSAA Act"), Division 20, Chapter 6.8, § 25316 of the
California Health and Safety Code, Division 20, Chapter
6.8 ("HSAA Act");
3. Defined as a "hazardous material," hazardous
substance," or "hazardous waste" under Section 25501(i),
(k) and (1) of the California Health and Safety Code,
Division 20, Chapter 6.7 (Hazardous Materials Release
Plans and Inventory);
4. Defined as a "hazardous substance" under Section
25281(d) of the California Health and Safety Code,
Division 20, Chapter 6.7 (Underground Storage of Hazar-
dous Substances);
5. Defined as "waste" in § 13050(d) of the California
Water Code (Porter -Cologne Water Quality Act);.
6.. Petroleum, including crude oil or any fraction
thereof, natural gas, natural gas liquids, liquefied
natural gas, or synthetic gas usable for fuel, or any
mixture thereof;
7. Listed under Article 5 or defined as hazardous or
extremely hazardous pursuant to Article 2 of Title 22 of
the California Administrative Code, Division 4.5, Chapter
10;
8. Designated as a as a "hazardous substance" pursuant
to § 311(a)(14), 33 U.S.C. § 1321(a)(14), of the Federal
Water Pollution Control Act, 33 U.S.C. §§ 1251,
1321(a)(14);
9. Defined as a "hazardous waste" pursuant to § 1004 of
the Solid Waste Disposal Act Amendments to the Resource
Conservation and Recovery Act, 42 U.S.C. §§ 6901, 6903(5);
10. Polychlorinated biphenyls (PCBs), asbestos or urea
formaldehyde foam insulation;
11. Organochlorine pesticides (OCBs), including but not
limited to DDT, DDD and DDE; or
A. Any other chemical, material or substance that,
because of its quantity, concentration, or physical or
chemical characteristics, exposure to which is limited or
regulated for health and safety reasons by any governmen-
tal authority, or which poses a significant present or
potential hazard to human health and safety or to the
environment .if released into the work place or the
environment.
[CEDC wants to add the following to the definition of "Hazardous
Materials". Their attorney says this is language that they have
worded out with HDC. I will send this language to Rufus or Jeff to
have them review it simultaneously with your review. I have told
CEDC that the language may not be acceptable to our environmental
team and that, if it is not acceptable to them, we could not
recommend it to the Council:
"The definition of "Hazardous Materials shall exclude:
1. Currently approved, properly used or installed, and not
defective construction materials, gardening materials,
household products, office supply products or janitorial
products customarily and lawfully used for their intended
purpose in the construction, maintenance, rehabilitation or
management of rental housing or associated buildings and
grounds, or typically used in household activities when
lawfully transported, stored, used, treated and disposed of:
(a) By properly trained and qualified personnel,
(b) For the use and in the manner intended by the manu-
facturer, in accordance with label instructions,
(c) In accord with current law and customary health and
safety practices designed to minimize the health
and safety risks posed by the material or product,
and
(d) In reasonable quantities; and
2. Food, pharmaceutical, tobacco products and other commonly
used consumer goods when transported, used, treated and
disposed of in an intended and lawful fashion."]
s Z%EXieza..c EXHIBIT 1 TO EXHIBIT "J" - 2
(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 City's 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 so rely.
(ii) Consistency with Applicable Rules. The City finds
that the Project, the required traffic and circulation
and other improvements, and the proposed public
facilities, located both on the Property and outside
the Property boundaries, are consistent with the
General Plan, including the Specific Plan and the
applicable zoning regulations. The City further finds
based upon all information made available to the City
prior to, or concurrently with, the execution of this
Agreement, that there are no Applicable Rules that
would prohibit or prevent full completion and occupancy
of the Project in accordance 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.
(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
3010P8 --133330 -15-
sole reasonable business judgment. Therefore, the parties
have agreed as follows:
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 -1.
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 the Phases in subsections for purposes of recording maps
and scheduling construction. City further acknowledges that
market conditions may make it expedient or desirable for
Developer to proceed with portions of one of the Phases in
an order other than that indicated by the numeral
identification of a Phase (by way of example and in no way
intended to limit the possible alternative order; e.g., to
build a portion of Phase 2 before Phase 1, or a portion of
Phase 3 before Phase 2).
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.
(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
2012PB2:133320 -16-
third parties. If such efforts by Developer are
unsuccessful, it shall notify the City and, in such
notice, shall set forth the nature of the property
interest ("Required Property Interest") which the
Developer has unsuccessfully sought to acquire or
obtain to satisfy any requirement of this Agreement or
any Project Approval. Upon notification, the City
agrees to exercise, in a timely manner, its best
efforts to cooperate in connection with the
implementation of such improvements and agrees to
follow all procedures required to acquire any necessary
rights-of-way at fair market value by, private
negotiations, of which it shall give notice to
Developer. The City further agrees that if, despite
such negotiations, it is unable to acquire such land,
it shall conduct hearings and exercise its discretion
with respect to acquiring required rights-of-way in
accordance with the provisions of California Code of
Civil Procedure Section 1240.010, et sec. The parties
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 Developer
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 benefit to twat third party created by Developer
shall include all costs which are in excess of
2012P92:133320 -17 -
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 satisfy those conditions in connection with the development of
the Project as set forth in the Specific Plan and the Conditions
of Approval, as 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, are 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.
(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.
(2) People Mover. 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,
satisfy this requirement with either a funicular
or escalator.
(3) Pedestrian Access. Providing direct
pedestrian access to the "Santa Clarita
2012PB :133320 -1s-
Transportation Center" located at the Commuter
Rail Station Site in accordance with the
requirements of Condition of Approval TR -3, a
grade separated under crossing of the rail line
(utilizing the existing railroad bridge) to allow
pedestrian and bicycle access from the Soledad
District (as defined in the Specific Plan at
Section 3.1.2) to the Commuter Rail Station and to
the "Chuck Pontius Commuter Rail Trail", in
accordance with Condition of Approval PR -10, and
pedestrian connections to various residential and
nonresidential components of the balance of the
Project, including the "ridge runner" trail.
(iii) Open Space. Parks & 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.
(iv) Elementary School Site. Developer shall reserve,
in the Central District area located at the end of Oak
Dale Canyon as depicted in Section 3.1.3 of the
Specific Plan, a site, not to exceed ten (10) acres,
for the establishment of an elementary school for the
Newhall School District, which site shall be subject to
the provisions of a School Mitigation Agreement(s)
which shall be attached hereto as a part of Exhibit
"B".
2012M2:133320 -19
(v) Road System. Developer shall pay the Via
Princessa Bridge and Thoroughfare District fees, for
each unit or acre within 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
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 cost
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 actual costs
incurred for construction of the roads described above
against any fees required in either the Via Princessa
Bridge and Thoroughfare District or the Bouquet Canyon
Bridge and Thoroughfare District. The parties hereto
acknowledge and agree that no portion of the Project
shall be subject to fees payable under both the Via
Princessa Bridge and Thoroughfare District and the
Bouquet Canyon Bridge and Thoroughfare District.
(vi) Alternative Transportation Modes.
(1) Commuter Rail. The Specific Plan
contemplates the continued location of the
Commuter Rail Station in its current location in
the Soledad District. (See, Section 4.2 of the
Specific Plan). Developer has made this location
3012M2:133330 -20-
possible by entering into that certain Commuter
Rail Station Lease with Option to Purchase with
City, pursuant to which Developer agreed to permit
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. v
(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.
Paragraph 4(a)(ii)(2).
(4) Pedestrian System.
As described above in
Developer shall provide:
(a) direct pedestrian access to Main Street
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 Conditions of Approval;
(c) a "ridge runner trail" atop the ridge
within the Open Space areas of the Specific
Plan area, in accordance with of the
Conditions of Approval. (See Section 4.5 of
the Specific Plan).
(d) a community trail connecting the
elementary school site and adjoining park
with the community park, an additional
Wherever an estimated value or estimated cost for an
obligation is set forth in this Agreement, it is understood
and agreed by City and Developer that the Developer shall
carry out the obligation for which such estimated value or
estimated cost is stated, irrespective of whether or not the
ultimate value of the obligation is of greater or less value
than that estimated herein at the time of its completion.
2012PB2 a 133320 —21—
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 be
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) EEguestrian 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/Housing Balance. In keeping with the
Valley Center Overlay, and providing for the
commercial needs of the Project, as well as the
surrounding communities, the commercial and office
components shall be concentrated in a central area
of the Project's Town Center District, (See
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.
2012P92:133320 -22-
(b) Special Project Requirements.
(i) Springbrook 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" Drainage 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 Buffer. During the construction
of Via Princessa, Developer shall meet the requirements
of Condition DS -23 of the Conditions 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
in the location designated in Exhibit "G" attached
hereto and meets the design standards set forth in
Exhibit "H" attached hereto.
(v) Karie Lane Access. 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
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
&greement. 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:
20121?e2:133320 —23—
M 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 Mountainaia Princessa
Roadway. The Developer shall design the Magic
Mountain/Via 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. For purposes of this subsection, "if feasible"
shall mean that the foregoing requirement does not (1)
require the Developer to change the density or
intensity of use of all or any portions of the Project
in order to accommodate such through street; (2) cause
the City or Developer to prepare or circulate one or
more supplemental Environmental Impact Reports with
respect to such through street or any other changes
required to accommodate such through street, (3)
result in any additional Discretionary Action, or (4)
have any substantial adverse effect upon the Project.
(iii) City to be Party to CC&RS, 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' association formed pursuant to the CC&Rs to
disband or become inactive;
(iv) Use. Option to Purchase and Grant of Commuter
Rail Station Site. Developer shall enter into an
agreement, in the same form and substance as Exhibit
"K" attached hereto, pursuant to which Developer shall
do the following (a) Developer shall lease the Commuter
Rail Station Site to the City for One Dollar ($1) per
year, for a period of three (3) years commencing on
April 21, 1996; (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 by which the
Consumer Price Index (as hereinafter defined in
footnote 51) has increased between April 21, 1995 (the
v "Consumer Price Index" shall, for all purposes in this
Agreement, mean the United States Department of Labor
(continued...)
zouvez:ixaam. —24—
date of the valuation) and the date on which the
purchase is consummated. 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 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. During the
term of this Agreement, 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 TE -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 1 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 -
owned site next to the Bermite Site (the "Civic Center
Site"), as more particularly described in Exhibit "L"
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 as such 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. The grading required by this subsection (vi)
2'( ... continued)
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.
2013P92:333330 -25-
shall commence only upon specific authorization from
the City Council or its designated agent to grade the
site for use as Citv's Civic Center.
(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 located,
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)
completion the grading 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;
(ix) Institutional Lot Dedication. The lot
located at the corner of Santa Clarita Parkway and Via
Princessa (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)
completion of grading of the phase in which the
Institutional Lot .is located, or (2) when the first
building permits for units in Phase 3 are issued;
(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
ofhazardous 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
2012PW:333320 -26-
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 though 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 to the provisions of this Agreement; the
foregoing is subject to Developer reasonably and
satisfactorily complying with all preliminary procedures,
actions, payments of Processing Fees, and criteria generally
required of developers by the City for processing
applications for developments. The City agrees to timely
consider 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.
(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
zoiurez:ixaazo —27-
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
improvements required by, or set forth in, this Agreement,
the Project Approvals and the Conditions of Approval to, and
only to, 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
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.
2012➢ 2:133320 -28-
(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.
(ii) Pre-Revort Procedure. Developer's submission
of compliance with this Agreement shall be made in
writing and transmitted to the Community Development
Director 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
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
2012P 2:133320 -29-
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 Developer. If the Planning
Commission makes a finding and determination of
non-compliance, only the Developer shall 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
compliance, there shall be no appeal by any person or
entity.
(vi) Period to Cure Non -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
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.
2012PB2:133320 -30-
(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
should consider terminating or modifying this Agreement
or those transferred or assigned rights and
obligations, the Community Development Director shall
make a report to the Planning Commission. The
Community Development Director shall then set a 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
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.
(ix) 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.
(x) 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
2012P82:133320 -31-
compliance, there shall be no appeal by any person or
entity.
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
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, Developer
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
perform its 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
right to engage in dispute resolution as hereinafter
provided in Paragraph 7(d) hereof. However, nothing
2012ce2:1333 zo —32—
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
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
and obligations, as the case may be, the Community
Development Director shall make a report to the
Planning Commission and then set a hearing before the
Commission in accordance with the notice and hearing
requirements of Sections 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
City should terminate or modify this Agreement, or
2013P93 _ 133350 -33-
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 7(d). In the event of a
finding and determination that all defaults are cured,
there shall be no appeal by any person or entity.
(d) Anneals. 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 and
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
actions (such as restraining orders or injunctions).
(f) Mute Resolution (Arbitration).
(i) JAMS Arbitration. In order to expedite the
resolution of disputes and default, the parties have
elected to submit to binding judicial arbitration 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
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,
3012PB :131120 -34-
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
Judge. The Judge shall determine the matter within ten
(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,
and 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
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
2012PB :133320 -35-
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
commence on the Effective Date and shall extend twenty (20)
years from 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
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
2012M2:133320 -36-
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
disagreement may be resolved upon the request of the
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
Paragraph 7(j) are adhered to. In the event that the
Developer 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
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 "offsite" improvement, (d) the deed
2012ve2:133320 —37—
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);
(iv) If within sixty (60) days after the tender
required pursuant to subsection (ii) of this Paragraph
7(j), 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
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.
S. Miscellaneous�rovisions.
(a) Amendments. This Agreement may be amended from time tc
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,
2012P 2:1331:0 -38
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) Assignment, 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 not 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.
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, at sec., covering all or a
portion of the Property, to enable the issuance of bonds for
2012PB2:133320 -39-
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,
(2) for residential areas of the Project, only if
provision is made to pay off bonds issued by such
district 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.
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 8(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 which exceeds that otherwise required
to satisfy the impacts of 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
2012PB2:133320 -40-
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,
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 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, et se�C.) 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
incurred by the City in enforcing any such agreement
including, without limitation, all attorneys fees and
costs. Any fees, assessments, or other amounts payable
2013PB2f 133330 -41-
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.
(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) Constructive 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 Agreement is contained in the instrument by which such
person acquired 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.
2012M2:133320 -42-
If notice is given by registered or certified_ mail, the same
shall be deemed to have been given and received on the date
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 copies to:
& 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.
(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
2012P92:133320 -43-
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 terms
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
Agreement shall terminate with respect to any lot and such
lot shall be released and no longer be subject to this
Agreement without the execution of recordation of any
further 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.
(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(o). 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.
2012M2:133320 -44-
(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
benefitor 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
therefor. 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
independentlegal 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
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
2012P :133320 -45-
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.
(iii) If City timely receives a request from a Mortgagee
requesting 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
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.
2012M2:133320 -46-
(w) Counterparts. This Agreement is executed in five (5)
duplicate originals, each of which is deemed to be an original.
(x) 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
School Mitigation Agreement(s) by and between
Developer and applicable school districts to
be attached when executed
Exhibit "C"
Description 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 "F"
Specifications for Condition of Approval DS -
28, Oak Orchard Drainage
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 forty-eight (48) pages, excluding the Table of
2012M2:333320 -47-
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:
Boyer, Mayor
ATTEST:
Donna M. Grindey, City Clerk
WHITTAKER PORTA BFT -1-A, INC., a California corporation
By:
[Print Name]
[Print Title']
By:
[Print Name]
[Print Title]
[ACKNOWLEDGEMENTS ATTACHED]
2012M2:133320 -48-
STATE OF CALIFORNIA
ss.
COUNTY OF LOS ANGELES 1
On , '1996, before me,
a Notary Public in and for said State, personally appeared
CARL BOYER, ❑ personally known to me - OR -
❑ proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and
acknowledge to me that he executed the same in his authorized
capacity(ies), and by his signature on the instrument the person or
entity upon behalf of which the person acted(s), executed the
instrument.
WITNESS my hand and official seal.
[SIGNATURE OF THE. ROTARY]
STATE OF CALIFORNIA
ss.
COUNTY OF LOS ANGELES
On 1 1996, before me, ,
a Notary Public in and for said State, personally appeared
❑ personally known to me - OR -
❑ proved -to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and
acknowledge to me that he executed the same in his authorized
capacity(ies), and by his signature on the instrument the person or
entity upon behalf of which the person acted(s), executed the
instrument.
WITNESS my hand and official seal.
[SIGNATURE OF THE HOTARY]
2012PB2:133320 -49-
STATE OF CALIFORNIA
ss.
COUNTY OF LOS ANGELES
On , 1996, before me,
a Notary Public in and for said State, personally appeared
❑ personally known to me - OR -
❑ proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and
acknowledge to me that he executed the same in his authorized
capacity(ies), and by his signature on the instrument the person or
entity upon behalf of which the person acted(s), executed the
instrument.
WITNESS my hand and official seal.
[SIGNATURE OF TEE NOTARY]
2012PEi: 133]20 -50-
SECOND COMMUTER RAIL STATION SITE LEASE
WITH OPTION TO PURCHASE
THIS LEASE, is made this 21st day of April, 1996, by and between
Whittaker Porta Bella, Inc., a California corporation ("Lessor") and the City of
Santa Clarita, a municipal corporation ("Lessee"), with reference to the following
facts and circumstances:
A. Lessor owns that certain real property, in the City of Santa Ciarita, as
more specifically described in Fxhibi A attached hereto ("Bermite Property").
B. Lessee wishes to lease a portion of the Bermite Property more
specifically described in Exhibit B and Exhibit B-1 attached hereto ("Premises")
consisting of approximately 6.40 acres, all in accordance with the provisions of this
Lease.
C. Lessor also wishes to grant to Lessee an option to purchase the
Premises in accordance with the provisions of this Lease.
D, The City intends to use the Premises leased pursuant to this Lease for
the operation of a public passenger commuter rail station.
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Lease, and other good and valuable consideration, had and received, the parties
hereto hereby agree as follows:
1 • Premises. Lessor hereby leases to Lessee, and Lessee leases from
Lessor, the Premises, subject to and in accordance with the provisions of this Lease.
2. Term. The term of this Lease shall be three (3) years,
commencing on April 21, 1996, and ending on April 21, 1999 ("Term"), unless this
Lease is terminated earlier pursuant to the provisions of this Lease.
C:\WPSO\WIUTTAKE\BERNgrETAM129.LSE
EXHIBIT "K"
3. E=. During the Term, Lessee shall pay to Lessor as rent for the
Premises, annual payments of One Dollar ($1.00) per year, in advance. Rent shall
be payable to Lessor in lawful money of the United States at the address set forth
in Paragraph 13 hereof. Rent shall be payable without notice, demand, any right of
deduction, abatement, offset, setoff, counterclaim, deferment, diminution, or
suspension. This Lease is what is commonly known as a "triple net lease," it being
understood that, except as expressly set forth in this Lease, Lessor shall receive rent
set forth in this Lease free and clear of all taxes, liens (other than those created or
caused by Landlord), expenses, charges or other costs or expenses of any nature
whatsoever in connection with the ownership or operation of the Premises.
4. U=,
a. Bail Station. The Premises shall be used and occupied only for
the operation and maintenance of a public commuter rail station and such other uses
which are reasonably ancillary to, supporting of, and related to such primary use
and which are expressly set forth in ExhibiLr,, attached hereto.
b. Compli ince with Law. Subject to the provision of Paragraph 4.c.
hereof, Lessee shall use and keep the Premises, all improvements located thereon
now or in the future, and any portion thereof and any interest therein, in full
compliance with all applicable law (including all state and federal environmental
laws applicable to the Premises), regardless of whether any such applicable law
expressly allocates the burden of such compliance to Lessor or to another party.
Lessee shall keep the Premises and every part thereof in a clean, safe and
wholesome condition, free from any nuisance and shall comply with any and all
applicable health and police regulations in all material respects. If any party hereto
receives a notice from any governmental authority regarding a violation of any
applicable law, rule or regulation, such party shall promptly notify the other party
of such notice and deliver a copy thereof to such other party.
i. Lessee shall not engage in any activity on the Premises that
violates any federal, state or local laws, regulations, guidelines, codes, or
ordinances (individually and collectively, "Laws") pertaining to Hazardous Material
C:\WP50\WHMAKE\HERMITE\RAM129.ISE 2
(as hereinafter defined), and shall promptly, at Lessee's expense, take all
investigatory and/or remedial action required or ordered for cleanup of any
contamination of the Premises created or caused by Lessee, or which occurred
during the Term or during the term of the First Lease but excluding such occurrence
that results from Hazardous Material in, on,'under or about the Premises prior to
the commencement of the First Lease (as hereinafter defined) or results from any
activities of the Lessor, Lessor's employees, agents or contractors that cause
Hazardous Materials to be in, on, or under the Premises after the commencement
of the First Lease. Lessee shall indemnify, protect, defend and hold Lessor, its
directors, officers, employees and agents and its parent and subsidiary corporations
harmless from any and all costs, claims, expenses, penalties and attorneys' fees
arising out of any matter within the purview of this Paragraph 4.c.i. including, but
not limited to, the investigation, remediation and/or abatement of any contamination
therein involved.
ii. Lessor shall be responsible and promptly pay for all costs
incurred by Lessor and all reasonable costs incurred by Lessee in complying with
any order, ruling or other requirement of any court or governmental body or agency
having jurisdiction over the Premises requiring Lessor or Lessee to comply with the
Laws which relate to Hazardous Material in, on, or under the Premises including,
without limitation, the cost of any required or necessary repair, remediation,
removal, cleanup or detoxification, including but not limited to the preparation of
any remedial investigation, feasibility study, closure or other required plans,
attorneys' fees and costs. Notwithstanding anything contained in the foregoing to
the contrary, Lessor shall not be, and Lessee shall be, responsible for any such cost
relating to Hazardous Material in, on or under the Premises caused by or arising out
of Lessee's use of the Premises, or which occurred during the Term or occurred
during the term of the First Lease if (i) such occurrence does not result from
Hazardous Material in, on, or under the Premises prior to the commencement of the
term of the First Lease, (ii) such occurrence does not result from the migration of
Bermite Property Migrating Hazardous Material (as hereinafter defined) from the
Bermite Property (other than the Premises) at any time before or after the
commencement of the Term, and (iii) such occurrence does not result from any
activities of the Lessor, Lessor's employees, agents or contractors that cause
Hazardous Materials to be in, on, or under the Premises during the Term or during
the term of the First Lease. For purposes of this Agreement, "Bermite Property
C:1WP50%wFETTAKEIBERMITE-bJL129.L5E 3
Migrating Hazardous Material" shall mean Hazardous Material which came onto or
into the Bermite Property during the time of its ownership or use by Lessor (or any
affiliate of Lessor and whose existence on, in or under the Bermite Property was not
caused by Lessee, Lessee's employees, agents or contractors).
N.
iii. Lessor shall indemnify, protect, defend and hold Lessee,
its directors, officers, employees and agents harmless from and against any and all
claims, judgments, damages, penalties, fines, costs liabilities or losses (including,
without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees
and expert fees) (collectively, "Liabilities") caused by or arising out of (i) the breach
of any representation, warranty or covenant of Lessor contained herein or (ii) the
presence of Hazardous Material in, on, or under the Premises, excluding, however,
any such cost relating to Hazardous Material in, on, or under the Premises caused
by Lessee's use of the Premises, or which occurred during the Term or during the
term of the First Lease or (iii) any such Hazardous Material with respect to which
any court or governmental body or agency having jurisdiction over the Premises
holds Lessor or Lessee responsible for or otherwise requires Lessor or Lessee to
undertake any repair, cleanup, detoxification or other remedial action.
Notwithstanding anything contained in the foregoing to the contrary, Lessor shall
have no indemnification or other obligation under this Paragraph 4.c.iii. with respect
to an occurrence of Hazardous Material caused by or arising out of Lessee's use of
the Premises, or which occurs during the Term or the term of the First Lease unless
(A) such occurrence results from Hazardous Material in, on, or under the Premises
prior to the commencement of the term of the First Lease, (B) such occurrence
results from the migration of Bermite Property Migrating Hazardous Material from
the Bermite Property (other than Premises) to the Premises at any time before or
after the commencement of the Term, or (C) such occurrence results from any
activities of the Lessor, Lessor's employees, agents or contractors that cause
Hazardous Materials to be in, on, or under the Premises after the commencement
of this Lease.
iv. To Lessor's best actual current knowledge, after Lessor's
reasonable review of internal documents, including but not limited to, all written
reports received from any federal, state, or local body, but without any other duty
of due diligence or investigation, Lessor hereby represents and warrants, as of the
date of the First Lease to Lessee with respect to the Premises only, as follows:
C.\WPSO\WHITTAKE\BERMITEIRAIL129.LSE 4
(1) The Lessor is, as of the commencement of the First
Lease, in compliance with all Laws regarding the handling, transportation, storage,
treatment, use and disposition of Hazardous Material on the Premises.
(2) There has "been no unauthorized, unlawful or
unpermitted dumping .or releasing of Hazardous Material in, on, or under the
Premise.
(3) There has been no migration of Hazardous Material
onto or under the Premises.
(4) The Lessor has removed any and all underground
tanks, drums, and metal debris and Hazardous Materials associated with such tanks
and drums in, on, or under the Premises.
(5) There are no Polychlorinated Biphenyls ("PCBs")
in, on, or under the Premises.
(6) There are no asbestos containing building materials
("ACBMs") in or on the Premises.
(7) The factual representations expressly made by Mr.
AbdunNur in, but not limited to, Sections 5.1.2, 5.1.4, 5.1.5, 6.1.1, 6.1.2, 6.5, and
7.0 of the Phase I Environmental Site Assessment ("Environmental Assessment")
prepared by Delta Environmental Consultants, dated August 16, 1991, are true and
correct.
(8) There are no wells in, on, or under the Premises,
excluding the "repair well" described in the Environmental Assessment which, in
fact, is a vehicle mechanic's subgrade bay.
V. The recommendations as set forth in Section 7.0 of the
Environmental Assessment, to the extent such recommendations pertain to the
Premises, were complied with by the Lessor according to the Laws within ninety
(90) days from the commencement of the First Lease. Neither the recommendations
nor the facts and information on which the recommendations are based shall
C:\WP50\WIUTTAKE\BERMTERAII.129.L5E 5
constitute, or serve as the basis of a claim that Lessor had, actual current knowledge
of matters which violate the representations and warranties set forth in this
Paragraph 4 or elsewhere in this Lease.
vi. To the extent commercially practical, Lessor shall take all
action as is necessary to enforce the requirements contained in any leases or
occupancy agreements between Lessor and third parties with respect to the use or
occupancy of land immediately adjacent to the Premises and located within the
Bermite Property, which relate to the handling, transportation, storage, treatment,
use or disposition of Hazardous Material by such third parties.
vii. Without limiting the generality of this Indemnity, this
Indemnity.. is intended to operate as an agreement pursuant to Section 107(e) of
CERCLA, 42 U.S.C. Section 9607(e) and California Health and Safety Code
Section 25364 to defend, protect, hold harmless and indemnify Lessee for any
liabilitypursuant to such sections.
viii. For purposes of this Lease, "Hazardous Material" shall
mean all substances, wastes and materials designated or defined as hazardous,
extremely hazardous or toxic pursuant to Section 311 of the Clean Water Act, 33
U.S.C. Section 1321; Section 1004 of the Resource Conservation and Recovery Act,
42 U.S.C. Section 6903; Section 101 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601; Section 25140
of the Hazardous Waste Control Law, Cal. Health and Safety Code Section 25140;
Section 25316 of the Carpenter Presley Tanner Hazardous Substance Account Act,
Cal. Health and Safety Code Section 25316,; Section 25501 of the Hazardous
Materials Lease Response Plans and Inventory Law, Cal. Health and Safety Code
Section 25501; Section 33459(b) of the California Health and Safety Code; or
Section 25281 of the California law regarding underground storage of hazardous
substances, Cal. Health and Safety Code Section 25281; any substance, material or
waste listed in the United States Department of Transportation Hazardous Materials
Table (49 C.F.R. 172.101) or by the Environmental Protection Agency as a
hazardous substance (40 C.F.R. Part 302) and amendments thereto; and .in the
regulations adopted and publications promulgated pursuant to any of such laws; as
well as asbestos and petroleum (including its fractions and petroleum products), and
any other substance designated from time to time as hazardous, extremely hazardous
C:lWP50\WHITTAKE\BEPMTEIRAIL129,LSE 6
or toxic by any applicable governmental authority.
a. Inspection- As -Is. Lessee *icknowledges and agrees that it has
inspected the Premises and all factors relevant to the use of the Premises, including,
without limitation, the physical and geological condition of the Premises and all
matters relating to title, taxes, assessment, zoning, use permits and other building
codes. Lessee further acknowledges, agrees and represents that, subject to the
express representations and warranties contained in this Lease, it is leasing the
Premises in an "AS -IS" condition "WITH ALL FAULTS" and solely in reliance
upon Lessee's inspection and examination. Neither Lessor, nor any agents,
representatives, employees, officers, or other affiliates of the Lessor have made,
will make, or be deemed to make now or in the future any representations or
warranties, express. or implied, verbal or written, with respect to the Premises or
any other property owned by Lessor or with respect to the fitness of any such
property for any particular purpose, except as expressly set forth in this Lease.
b. Toxics Report and R 1 ase. Prior to the execution of the First
Lease, Lessor delivered to Lessee the Environmental Assessment, covering
approximately 23 acres of land including the Premises. Lessee has inspected and
caused its experts to inspect, such report and the Premises, to determine the
completeness and accuracy of such Environmental Assessment. Lessor hereby
represents and warrants as of the date of the First Lease, without any duty of due
diligence or investigation (except as expressly required in this Lease), that it has no
actual current knowledge that Hazardous Material exists on or in the Premises,
except as described in the Environmental Assessment. Lessee acknowledges that
Lessor is relying on the Environmental Assessment in making the representations
and warranties contained in this Lease with respect to Hazardous Waste and that this
Lease does not impose any additional duty of investigation with respect to such
representations, except as expressly set forth in this Lease.
M1051,710, ..
a. )moment ofTey. Lessor shall pay all real property taxes
applicable only as of the date of the First Lease to the unimproved land of which the
CAWP505wHIT7AKEMERMITEIRAM129.LSE 7
Premises are composed during the Term. Otherwise, Lessee shall pay all property
taxes with respect to the Premises, including those for or allocable to any
improvements, fixtures, furniture, equipment, and personal property (unless Lessee
is exempt from such payment and such exemption does not shift the payment
obligation back to Lessor). All such payments shall be made at least ten (10) days
prior to the delinquency date of such payment. If any such taxes paid by Lessee
shall cover any period of time prior to or after the expiration of the Term, Lessee's
share of such taxes shall be equitably prorated to cover only the period of time
within the tax fiscal year during which this Lease shall be in effect, and Lessor shall
reimburse Lessee to the extent required.
7. Maintenance and Repairs. At'no expense or cost to Lessor, Lessee will
keep the Premises and the improvements located thereon now or in the future in
good and clean order, repair and condition, except for ordinary wear and tear.
Subject to the foregoing, Tenant will promptly make all necessary or appropriate
repairs, replacements, and renewals of all improvements located on the Premises,
whether interior or exterior, structural or non-structural, ordinary or extraordinary,
foreseen or unforeseen. All repairs, replacements and renewals shall be at least
equal in quality to those existing as of the date of original construction with respect
to the improvements constructed after the date of the First Lease, and shall be kept
in good working order and condition. At no cost or expense to Lessor, Lessee will
do all shoring of the Premises, the property adjoining thereto, the foundations and
walls of the improvements located on the Premises now or in the future, and the
foundations and walls of the improvements located on the property adjacent to the
Premises now or in the future, and every other act necessary or appropriate for the
preservation and safety thereof by reason of or in connection with any commuter rail
station or other building, construction, use or operation upon the Premises, whether
or not the owner of the Premises or the owner of such adjoining property shall be
required under applicable law to take such action or be liable for the failure to do
so. The parties hereto acknowledge and agree that Lessor shall have no obligation
to make improvements, capital or otherwise, with respect to the Premises, or to
repair, restore, or replace improvements on or otherwise incur any expenses or
costs with respect to the Premises. Lessee shall not use the Premises in any way
which will unreasonably interfere with the use of the other portions of the Bermite
Property.
C:\WP50\W=AKESERMITE\RAMI29.LSE 8
a. Discharge of Liens. During the term of this Lease, Lessee shall
not permit to remain, and shall properly discharge, at its sole cost and expense, all
liens and charges (other than liens and charges created by Landlord) upon the
Premises, or any portion of the real property making up the Premises, or any
interest in the Premises or the real property making up the Premises; provided that
the existence of any mechanics' liens, shall not constitute a violation of this
Paragraph 8 if payment is not yet due under the contract and the contract does not
postpone payment for more than sixty (60) days after performance, and there is no
risk of foreclosure on a lien prior to payment. Lessee shall have the right to contest,
with due diligence, the validity or amount of any lien or claimed amount, if Lessee
posts, in a manner required by applicable law, a bond to remove the lien.
b. Notice of d - If any lien is filed against the Premises or if any
action of any character affecting the title thereto is commenced, Lessee shall give
to Lessor written notice thereof as soon as notice of such lien or action comes to the
knowledge of Lessee.
9. Cmstnicti m. During the term of the First Lease, Lessee developed the
Premises for use as a commuter rail station. Lessee shall pay all costs and expenses
for the design, development and construction of such commuter rail station and
related improvements. Any improvements on the Premises after the expiration of
the Term or after the termination of this Lease shall become the property of Lessor
and, from and after the expiration of the Term or the termination of this Lease,
Lessor shall have the right to demolish or use such improvements as Lessor sees fit
and without any compensation or payment by Lessor to Lessee therefor.
ITOWMPROMMOM / - 1
a• Con=- Lessee shall not voluntarily or by operation of law
assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part
of Lessee's interest in this Lease or the Premises, without Lessor's prior written
consent, which Lessor shall not unreasonably withhold. Lessor shall respond to
Lessee's request for consent hereunder in a timely manner and any attempted
assignment, transfer, mortgage, encumbrance or subletting without such consent
C:\WP50\WHITTAKEIGERMITEaAU-129.LSE 9
shall be void, and shall constitute a breach of this Lease. The parties hereto
acknowledge that Lessor is entering into this Lease solely to facilitate the location,
development, construction and operation of a commuter rail station on the Premises
and nothing contained in this Lease shall require or be construed to require Lessor
to approve any assignment, subleasing or other transfer pursuant to this
Paragraph 10 which does not directly promote, or is not directly intended to fulfill,
this objective and use. Notwithstanding anything contained in the foregoing to the
contrary, Lessee shall be entitled to grant to third parties the temporary right to park
motor vehicles on the Premises, provided that no such rights shall survive the
termination or expiration of this Lease, and to sublet portions of the Premises for the
ancillary uses described in Paragraph 4.a. hereof, subject to the consent of Lessor
which consent shall not be unreasonably withheld.
b. Governmental Entities. Notwithstanding the provisions of
Paragraph 10.a. hereof, Lessee may assign or sublet the Premises, or any portion
thereof, without Lessor's consent, to any governmental or quasi -governmental entity
("Lessee Affiliate") for the use described in Paragraph 4.a. hereof, upon not less
than thirty (30) days' prior written notice to Lessor. Any such assignment shall not,
in any way, affect or limit the liability of Lessee under the terms of this Lease even
if, after such assignment or subletting, the terms of this Lease are materially
changed or altered without the consent of Lessee, the consent of whom shall not be
necessary.
C. No Release of Lessee. Regardless of Lessor's consent, no
subletting or assignment shall release Lessee of Lessee's primary liability of Lessee
to pay the rent and to perform all other obligations to be performed by Lessee under
this Lease. The acceptance of rent by Lessor from any other person shall not be
deemed to be a waiver by Lessor of any provision 'hereof. Consent to one
assignment or subletting shall not be deemed consent to any subsequent assignment
or subletting. In the event of any default by any assignee of Lessee or any successor
of Lessee, in the performance of any of the terms hereof, Lessor may proceed
directly against Lessee without the necessity of exhausting remedies against said
assignee. Lessor may consent to subsequent assignments or subletting of this Lease
or amendments or modifications to this Lease with assignees of Lessee, without
notifying Lessee, or any successor of Lessee, and without obtaining its or their
consent thereto and such action shall not relieve Lessee of liability under this Lease.
C;\WP50\WHITTAKEIBERMITET-kMI29.LSE 10
a• fu=. Lessor hereby grants to Lessee an option ("Purchase
Option") to purchase the Premises, upon the'terms and conditions set forth in this
Paragraph 11.
b. Ontion Period. Lessee shall have the right to exercise the
Purchase Option at any time during the period ("Option Period") commencing with
the commencement of the Term and ending ninety (90) days before the expiration
of the Term. The option rights contained in this Paragraph 11 are in lieu of Lessee's
powers of eminent domain and condemnation with respect to the Premises, or any
portion thereof, or with respect to any portion of the Bermite Property to be used
for or in connection with a commuter rail station. Lessee hereby waives such
powers with respect to the Premises and other property described in the preceding
sentence for a period of five years commencing with the commencement of the
Term.
i. Exercise Notice. Lessee shall exercise the Purchase
Option with respect to the Premises by giving written notice of its unequivocable
exercise of such Option to Lessor so that Lessor receives such written notice within
the Option Period, time being of the essence in this respect as it is in regard to all
provisions of this Lease. If Lessee fails to so exercise the Purchase Option within
such Option Period, the Purchase Option shall automatically expire. Upon the
exercise of the Purchase Option, Lessee shall be bound to purchase, and Lessor
shall be bound to sell, the Premises, in accordance with all of the provisions of this
Paragraph 11. If the Purchase Option is exercised, this Lease shall remain in full
force and effect until the earlier of the Close of Escrow or the expiration of the
Extended Term.
d. Additional Ontion Conditions. The provisions of Paragraph 36
hereof are conditions of this Option.
C:\WP50\WHIT7AKE\BERMITEIRAIL129.LSE II
i. Amount. Upon the exercise of the Purchase Option,
Lessee shall purchase, and Lessor shall sell, the Premises for a purchase price equal
to the sum of $2,500,000 as such amount shall be increased by the increase in the
Consumer Price Index from April, 1995 to the date of the Close of Escrow,
computed as follows: multiply $2,500,000 by'a fraction, the numerator of which is
the Consumer Price Index for the month in which the Close of Escrow takes place
and the denominator of which is the Consumer Price Index for April, 1995. For
purposes hereof, "Consumer Price Index" means the United States Department of
Labor, Bureau of Labor Statistics Consumer Price Index for the Los Angeles -
Anaheim -Riverside area (all urban consumers, all items) (1982-84=100). If the
Consumer Price Index format should be revised, such revised Consumer Price Index
shall be modified by making such adjustments as may be required to produce
substantially, equivalent financial results as that which would have been obtained by
the application of the current Consumer Price Index format. If the Consumer Price
Index is revised so that such an adjustment cannot reasonably be made, or if the
Consumer Price Index is discontinued, a reasonably reliable and comparable index
or other information, which is furnished by a government or an independent third
party source and which evaluates changes in the costs of living or purchasing power
of the consumer dollar, shall be substituted for the Consumer Price Index. If the
parties are unable to agree upon such substitute index or upon any adjustment
required pursuant to this Paragraph 11, then the matter shall be submitted for
decision to the American Arbitration Association in accordance with the then rules
of said Association and the decision of the arbitrators shall be binding upon the
parties. The cost of said arbitrators shall be paid equally by Lessor and Lessee.
ii. Payment of PVrrhat Pci . The purchase price for the
Premises shall be paid, at the Close of Escrow (as hereinafter defined) in cash or
other immediately available funds.
f. "AsDate". - Lessee acknowledges, agrees, and represents that,
by the time Lessee exercises the Purchase Option, it will have inspected the
Premises and all factors relevant to its use, (including, without limitation, the
physical and geological condition of the Premises, including, without limitation, all
matters relating to title, taxes, assessment, zoning, use permits, and building); that
the term of the Lease and the Option Period has been provided for this purpose; and
that this period of time is adequate to make such a full investigation of the Premises.
C1WP50NWH=AKMERMTTEUWL129.ISE 12
Lessee further acknowledges and represents, as of the date of this Lease, the date
the Purchase Option is exercised, and as of the Close -of Escrow, that it has
substantial experience, or has or will engage consultants who possess such
substantial experience, with real property of the type and size of the Premises, and
that Lessee is acquiring the Premises in 'an "AS -IS" condition "WITH ALL
FAULTS" and solely in reliance on the Lessee's inspection and examination of the
Premises, subject to the provisions of Paragraphs 4.c. and ll.g. hereof and the
express representations and warranties of Lessor set forth in this Lease. Lessee
further acknowledges and agrees, as of the date of this Lease, the date the Purchase
Option is exercised, and as of the Close of Escrow, that no representations or
warranties of any kind, express or implied, have been made by Lessor or any of its
officers, agents, employees, representatives or affiliates with respect to any matter,
fact or issue in regard to the Premises or the transaction contemplated pursuant to
this Premises, except for the representations and warranties expressly set forth in
this Lease.
�,*Fvnz•
i. Lessee shall not engage in any activity on the Premises that
violates any federal, state or local laws, regulations, guidelines, codes, or
ordinances (individually and collectively, "Laws") pertaining to Hazardous Material,
and shall promptly, at Lessee's expense, take all investigatory and/or remedial
action required or ordered for cleanup of any contamination of the Premises created
or caused by Lessee, or which occurred at any time after the Close of Escrow but
excluding such occurrence that results from Hazardous Material in, on, under or
about the Premises prior to the Close of Escrow or results from any activities of the
Lessor, Lessor's employees, agents or contractors that cause Hazardous Materials
to be in on, or under the Premises after the Close of Escrow. Lessee shall
indemnify, protect, defend and hold Lessor, its directors, officers, employees and
agents and its parent and subsidiary corporations harmless from any and all costs,
claims, expenses, penalties and attorneys' fees arising out of any matter within the
purview of this Paragraph l l.g.i. including, but not limited to, the investigation,
remediation and/or abatement of any contamination therein involved.
ii. Lessor shall be responsible and promptly pay for all costs
incurred by Lessor and all reasonable costs incurred by Lessee in complying with
C:1WP501WHrrrAKMERMrrEUWL179.LSE 13
any order, ruling or other requirement of any court or governmental body or agency
having jurisdiction over the Premises requiring Lessor or Lessee to comply with the
Laws which relate to Hazardous Material in, on, or under the Premises including,
without limitation, the cost of any required or necessary repair, remediation,
removal, cleanup or detoxification, including but not limited to the preparation of
any remedial investigation, feasibility study, closure or other required plans,
attorneys' fees and costs. Notwithstanding anything contained in the foregoing to
the contrary, Lessor shall not be, and Lessee shall be, responsible for any such cost
relating to Hazardous Material in, on or under the Premises (A) if Lessee has such
responsibility under the provisions of Paragraph l l.g hereof, or (B) if any such cost
was caused by or arose out of Lessee's use of the Premises, or which occurs after
the Close of Escrow if (1) such occurrence does not result from Hazardous Material
in, on, or under the Premises prior to the Close of Escrow, (2) such occurrence does
not result from the migration of Bermite Property Migrating Hazardous Material
from the Bermite Property (other than the Premises) at any time before or after the
Close of Escrow, and (3) such occurrence does not result from any activities of the
.Lessor, Lessor's employees, agents or contractors that cause Hazardous Materials
to be in, on,, or under the Premises after the Close of Escrow.
iii. Lessor shall indemnify, protect, defend and hold Lessee,
its directors, officers, employees and agents harmless from and against any and all
claims, judgments, damages, penalties, fines, costs, liabilities or losses (including,
without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees
and expert fees) (collectively 'Liabilities") caused by or arising out of (A) the breach
of any representation, warranty or covenant of Lessor contained in this
Paragraph l l.g. or (B) the presence of Hazardous Material in, on, or under the
Premises, excluding, however, any such Liabilities relating to Hazardous Material
in, on, or under the Premises caused by Lessee's use of the Premises, or which
occurs after the Close of Escrow or (C) any such Hazardous Material with respect
to which any court or governmental body or agency having jurisdiction over the
Premises holds Lessor or Lessee responsible for or otherwise requires Lessor or
Lessee to undertake any repair, cleanup, detoxification or other remedial action.
Notwithstanding anything contained in the foregoing to the contrary, Lessor shall
have no indemnification or other obligation under this Paragraph l l.g. with respect
to (1) an occurrence of Hazardous Material on, in or under all or any portion of the
Premises which was leased to Lessee pursuant to this Lease if Lessor has no
C:\WP5MWHITTAKE\BERMrrE'RI IL129.LSE 14
r - __
indemnification or other obligation under Paragraph l l.g. hereof with respect to
such occurrence of Hazardous Material or (2) the occurrence of Hazardous Material
was caused by or arose out of Lessee's use of the Premises, or occurs after the
Close of Escrow unless (A) such occurrence results from Hazardous Material in, on,
or under the Premises prior to the Close of'Escrow, (B) such occurrence results
from the migration of Bermite Property Migrating Hazardous Material from the
Bermite Property (other than Premises) to the Premises at any time before or after
the Close of Escrow, or (C) such occurrence results from any activities of the
Lessor, Lessor's employees, agents or contractors that cause Hazardous Materials
to be in, on, or under the Premises after the Close of Escrow.
iv. To the extent commercially practical, Lessor shall take all
action as is necessary to enforce the requirements contained in any leases or
occupancy agreements between Lessor and third parties with respect to the use or
occupancy of land immediately adjacent to the Premises and located within the
Bermite Property, which relate to the handling, transportation, storage, treatment,
use or disposition of Hazardous Material by such third parties.
V. Without limiting the generality of this Indemnity, this
Indemnity is intended to operate as an agreement pursuant to Section 107(e) of
CERCLA, 42 U.S.C. Section 9607(e) and California Health and Safety Code
Section 25364 to defend, protect, hold harmless and indemnify Lessee for any
liability pursuant to such sections.
vi. Nothing contained in this Paragraph l l.g. shall be deemed
to supersede the provisions of Paragraph 4 hereof or vice versa and each such
paragraph shall continue to apply in accordance with its terms. The provisions of
Paragraphs 4 and l l.g. hereof shall survive the Close of Escrow and the delivery
of conveyance instruments.
h• Assumption. Lessee shall be deemed at the Close of Escrow to
have assumed all obligations and liabilities arising out of or in any way connected
with the Premises, except for the applicable obligations of Lessor under
Paragraphs 4 and 11. g. hereof.
i. Title..
C:%WP50NWHrrTAKE\BERMITLVIWL129.UE 15
i. Preliminary Title Rem. prior to the execution of the first
lease executed by the parties hereto on April 21, 1992 ("First Lease"), Lessor
delivered to Lessee a current Preliminary Title Report for the Premises, dated
October 29, 1991, issued by Chicago Title Company.
ii. Exceptions to Title at Qnsing. Subject to the provisions
of this Lease, Lessor shall convey the Premises to Lessee on Escrow Holder's
standard form California Grant Deed ("Grant Deed"), subject to the following
exceptions ("Title Exceptions"):
(1) All non -monetary exceptions setforth in the
Preliminary Title Report applicable to the Premises;
(2) Any other exceptions approved or caused or created
by Lessee;
(3) Non -delinquent real property taxes; and any other
taxes and liens, if such taxes and tax liens were the responsibility of Lessee under
the Lease;
(4) Assessments and bonds;
(5) Any other non -monetary exceptions to title which do
not materially and adversely affect the use of the Premises for its use as a commuter
rail station;
(6) The printed exceptions set forth in the Title Policy
(as hereinafter defined); and
(7) The rights of tenants and others in possession, other
than those claiming rights of possession through a voluntary grant from Lessor.
iii. Title InSI rangy. At the Close of Escrow, Lessor shall
cause Chicago Title Company, or another reputable title company of Lessee's choice
("Title Company") to issue to Lessee as the insured, a California Land Title
Association policy of title insurance ("Title Policy") with liability equal to the
C:\WP50\WH1TfAYMBERMrrEUWL1I9.LSE 16
Purchase Price, showing fee simple title to the Premises vested in Lessee, subject
only to the Title Exceptions. Lessee shall have the right to order an ALTA Policy
of Title Insurance for the Premises by giving written notice to Escrow Holder and
by depositing with Escrow Holder the premium cost of the ALTA Policy in excess
of the premium for the Title Policy. If Lessee wishes to obtain an ALTA Policy of
Title Insurance, Lessee shall pay all costs and expenses for or in connection with the
preparation of the ALTA policy, including, without limitation, all costs, fees and
expenses for the preparation of an ALTA survey.
j• Escrow.
i. Qpening of Escrow. The purchase and sale of the Premises
shall be consummated through escrow with County Oak Escrow, 23822 West
Valencia Boulevard, City of Santa Clarita, California ("Escrow Holder"). Lessor
and Lessee shall open escrow within thirty (30) days after Lessee exercises its
Purchase Option pursuant to Paragraph l Le. hereof. Escrow shall be deemed open
when Lessee and Lessor have deposited a fully executed copy of this Lease into
escrow, together with a copy of the Exercise Notice. This Lease, together with
Escrow Holder's general Escrow Conditions shall constitute escrow instructions to
Escrow Holder. Escrow Holder shall notify the parties hereto in writing of the date
upon which this Escrow was opened and shall deliver a certified copy of the Escrow
Instructions to each party.
ii. C1ose of s row. The date of the Close of Escrow ("Close
of Escrow") shall be deemed to be the date that the Grant Deed conveying the Real
Property to Lessee is recorded with the Los Angeles County Recorder. Escrow
shall close not later than a date ("Final Closing Date") which is ninety (90) days
after the date on which Lessee exercises its Purchase Option pursuant to
Paragraph l l.c. hereof. Notwithstanding anything contained in the foregoing to the
contrary, the Close of Escrow may be postponed by written notice from either party
hereto for a period up to forty-five (45) days after the Final Closing Date, if either
party is unable to consummate the purchase and sale of the Premises by the Final
Closing Date due to forces reasonably beyond the control of such party, provided
however that neither the financial condition of the party, nor the availability of
funds, nor general economic conditions, nor any political procedure, process or
requirement of the Lessee shall constitute a force beyond a party's control, and
C: 1WP501WH17TAKESBEnirrMNL129.ISE 17
provided further that the Close of Escrow shall take place as soon as possible after
the Final Closing Date (but in no event later than forty-five (45) days after the Final
Closing Date.)
iii. Denosits for ('�. In preparation for the Close of
Escrow, the parties hereto shall deposit the following into Escrow:
(1) DDeposi c by cc Lessee shall deposit:
(a) At least one (1) business day prior to the Close
of Escrow, the Purchase Price.
(b) At least one (1) business day prior to the Close
of Escrow, such additional funds as are necessary to pay Lessee's share of
proration and closing costs for this Escrow.
(2) De op sit by scar. On or before one (1) business
day before the Close of Escrow, Lessor shall deposit a Grant Deed, on Escrow
Holder's customary form, conveying title to the Premises to Lessee, executed by
Lessor and acknowledged in recordable form.
iv, lacing .acts. The costs of the Title Policy to be issued
to Lessee shall be paid by Lessor. (The additional costs of an ALTA policy shall
be governed by Paragraph 13.i.iii.) Documentary transfer taxes and fees shall be
borne by Lessee. The escrow fee of the Escrow Holder shall be shared equally by
Lessor and Lessee. Each party hereto shall pay its own legal fees and expenses
(except as otherwise expressly provided in this Lease) and any other costs which the
party incurs. All other costs and expenses shall be allocated among Lessor and
Lessee in accordance with customary practice in Los Angeles County, as determined
by Escrow Holder.
V. P umdonc. As of the Close of Escrow, Lessor and Lessee
shall prorate rent hereunder and current non -delinquent real property taxes.
vi. Delivery of rssh. Escrow Holder shall deliver to Lessor
C:\WP30\WHITTAKE\BERI,IITE\ML129.LSE 18
the cash due Lessor on the Close of Escrow (less Lessor's share of Escrow closing
costs and proration).
k. Damaee and Destruction of Pronertv; Eminent Domain., If the
Premises or the improvements situated on the Premises are destroyed or damaged
prior to the Close of Escrow, and after the exercise of the Purchase Option, Lessee
and Lessor shall remain obligated to consummate the purchase and sale of the
Premises in accordance with the provisions of this Lease. In the event of a Partial
Taking (as hereinafter defined), Lessee and Lessor shall remain obligated to
consummate the purchase and sale of the Premises in accordance with the provision
of this Lease (subject, of course, to the physical impact of such Partial Taking on
such matters as the legal description) provided Lessor shall assign all amounts to
which it is entitled, with respect to the Premises, by reason of such eminent domain,
to Lessee concurrently with the Close of Escrow. For purposes hereof, "Partial
Taking" shall mean. the taking of less than the entire Premises by eminent domain.
i. Representations and Warranties of Lessor. Lessor
represents and warrants to Lessee the following, as of the date hereof and (unless
specified otherwise) as of the Close of Escrow:
(1) The execution and delivery of this Lease is, and the
execution and delivery of all documents required of Lessor hereunder when
delivered will be, duly authorized.
(2) The individuals executing this Lease on behalf of
Lessor have the right, power, legal capacity and authority to enter into this Lease
on behalf of Lessor and to execute all other documents and take all other actions that
may be necessary to perform all of Lessor's obligations hereunder.
ii. Renresmtations and Warranties of Lessee. Lessee
represents and warrants to Lessor the following, as of the date hereof, the exercise
of the Purchase Option, and the Close of Escrow:
(1) The execution and delivery of this Lease, and the
C:IWP50�WHnTAKEIBERMITE\ML129.ISE 19
execution and delivery of the Exercise Notice and the execution and delivery of all
documents required of Lessee under this Lease and under this Paragraph 11, when
delivered by Lessee will be, duly authorized.
(2) The individuals executing this Lease and the
Exercise Notice and all other documents to be executed on behalf of Lessee pursuant
to this Lease (including the provisions of this Paragraph 11) have the right, power,
legal capacity and authority to enter into this Lease on behalf of Lessee and to
execute all other documents (including, without limitation, the Exercise Notice) and
take all other actions that may be necessary to perform all of Lessee's obligations
under this Lease (including, without limitation, the obligations of Lessee under this
Paragraph 11).
i. Conditions Precedent of T PccPP. The obligation of Lessee
to complete the purchase of the Premises and to close under this Purchase Option
is subject to the satisfaction of each of the following conditions (any one of which
may be waived in writing by Lessee):
(1) Lessor shall perform and comply with all
agreements, provisions and conditions required by this Paragraph 11 to be
performed or complied with by Lessor prior to or at the time of the Close of Escrow
to issue theTitle Policy. (2) The title company shall be ready, willing and able
.
(3) The transactions contemplated under this
Paragraph 11 comply with the California Subdivision Map Act, and all rules and
regulations promulgated thereunder.
If the above described conditions are not satisfied as of the Close of Escrow, Lessee,
at Lessee's option, may terminate this Lease and the Escrow, without further
liability of Lessee under this Paragraph 11 and without any waiver of any rights or
remedies to which Lessee is entitled.
CAWP50\WH=AKESERMITBML129ISE 20
ii. Conditions Precedent of T sor. The obligation of Lessor
to complete the sale of the Premises and to close under this Purchase Option is
subject to the following conditions (any one of which may be waived in writing by
Lessor);
(1) Lessee shall have performed and complied with all
agreements, covenants and conditions required by this Lease to be performed or
complied with Lessee prior to or at the time of the Close of Escrow.
(2) The transactions contemplated under this
Paragraph .11 comply with the California Subdivision Map Act, and all rules and
regulations promulgated thereunder.
If the above described conditions have not been satisfied as of the Close of Escrow,
Lessor, at Lessor's option, may terminate this Purchase Option, the Lease, and this
Escrow, without further liability of Lessor and without any waiver of any rights or
remedies to which Lessor is entitled.
12. Brokers. Each party represents to the other that it has not had any
contact or dealings regarding the Premises, the Leasable Property, the Premises, or
the Bermite Property, or any communication in connection with the subject matter
of the transactions contained in or contemplated under this Lease, through any real
estate broker or other person who claim a right to a commission or finder's fee. If
any broker or finder makes a claim for a commission or finder's fee based on a
contract, dealings, or communications, the party through whom the broker or finder
makes its claim shall indemnify, defend with counsel of the indemnified party's
choice, and hold the indemnified party harmless from any and all expenses, losses,
damages, liabilities and claims, including, without limitation, the indemnified party's
attorneys' fees arising out of the broker's or finder's claim.
13. Notice. Except as otherwise specifically set forth in this Lease, all
notices, elections, approvals, disapprovals, consents, and communications required
or permitted under this Lease shall be in writing and shall be personally delivered
or sent by registered or certified mail, return receipt requested. If mailed, each
notice or communication shall be deposited in the United States mail, in Los Angeles
C:�WP301WH=AKEZERAi1TtUt L129.LSE 21
County, -California, and shall be deemed received within two (2) business days after
deposit in the United States mail, postage prepaid, addressed to the person to receive
such notice or communication at the following address:
To Lessor: Whittaker Porta Befla, Inc.
1955 N. Surveyor Avenue
Simi Valley, CA 93063-3386
Attention: Office of General Counsel
With a Copy To: Northholme Partners
330 Washington Blvd., 4th Floor
Marina Del Rey, CA 90292
Attention: Mr. Sam Veltri
With a Copy To: Pregerson, Richman & Luna
12424 Wilshire Blvd., Suite 900
Los Angeles, CA 90025
Attention: James D. Richman
To Lessee: City of Santa Clarita
25663 West Avenue Stanford
Santa Clarita, CA 91355
Attention: City Manager
With a Copy To
Burke, Williams & Sorensen
611 W. Sixth Street
25th Floor
Los Angeles, CA 90017
Attention: Carl Newton, Esq.
14. Defaults. The occurrence of any one or more of the following events
shall constitute a material default and breach of this Lease by Lessee:
C:IWP50%WH=AKE13ERASITE\RML129.LSE 22
a. The vacating or abandonment of the Premises by Lessee.
b. The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when due, where such
failure continues for a period of ten (10) days ifter written notice thereof to Lessee.
C. The failure by Lessee to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Lessee, other than described in paragraph 14.b. above, where such failure shall
continue for a period of thirty (30) days after written notice thereof from Lessor to
Lessee; provided, however, that if the nature of Lessee's default is such that more
than thirty (30) days are reasonably required for its cure, then Lessee shall not be
deemed to be in default if Lessee commenced such cure within said 30 -day period
and thereafter diligently prosecutes such cure to completion.
15. R -m di s. In the event of any such material default or breach by
Lessee, Lessor may at any time thereafter, with or without notice or demand and
without limiting Lessor in the exercise of any right or remedy which Lessor may
have by reason of such default or breach:
a. Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall immediately
surrender possession of the Premises to Lessor. In such event Lessor shall be
entitled to recover from Lessee all damages incurred by Lessor by reason of
Lessee's default including, but not limited to, the cost of recovering possession of
the Premises; expenses of reletting, including necessary renovation and alteration
of the Premises, reasonable attorney's fees, and any real estate commission actually
paid; the worth at the time of award by the court having jurisdiction thereof of the
amount by which the unpaid rent for the balance of the term after the time of such
award exceeds the amount of such rental loss for the same period that Lessee proves
could be reasonably avoided.
b. Maintain Lessee's right to possession in which case this Lease
shall continue in effect whether or not Lessee shall have abandoned the Premises.
In such event, Lessor shall be entitled to enforce all of Lessor's rights and remedies
under this Lease, including the right to recover the rent as it becomes due
C:IWP50IWH=AKE1BERMITE1RAIL129.LSE 23
hereunder.
C. Pursue any other remedy now or hereafter available to Lessor
under all applicable laws. Unpaid installments of rent and other unpaid monetary
obligations of Lessee under the terms of this Lease shall bear interest from the date
due at the maximum rate then allowable by law.
16. Default 12Y-1,emsa. Lessor shall not be in default unless Lessor fails to
perform obligations required of Lessor under this Lease within a reasonable time but
in no event later than thirty (30) days after written notice by Lessee to Lessor and
to the holder of any mortgage or deed of trust covering the Premises whose name
and address shall have theretofore been furnished to Lessee in writing, specifying
wherein Lessor has failed to perform such obligation; provided, however, that if the
nature of Lessor's obligation is such that more than thirty (30) days are required for
performance then Lessor shall not be in default if Lessor commences performance
within such 30 -day period and thereafter diligently prosecutes the same to
completion.
17. Conde nation. If the Premises or any portion thereof are taken under
the power of eminent domain, or sold under the threat of the exercise of said power
(all of which are herein called "condemnation"), this Lease shall terminate as to the
part so taken as of the date the condemning authority takes title or possession,
whichever first occurs. Except as so provided, this Lease shall remain in full force
and effect as to the portion of the Premises remaining, except that the rent shall be
reduced in the proportion that the area of the land within the Premises taken bears
to the total land area in the Premises. Any award for the taking of all or any part
of the Premises under the power of eminent domain or any payment made under
threat of the exercise of such power shall be the property of Lessor, whether such
award shall be made as compensation for diminution in value of the leasehold or for
the taking of the fee, or as severance damages. The parties hereto waive the
provisions of California Code of Civil Procedure 1265.130.
a. Lessee shall at any time upon not less than thirty (30) days' prior
written notice from Lessor execute, acknowledge and deliver to Lessor a statement
C:%WP30%WHnTAKE113ERMn'EUWLI29.LSE 24
in writing (i) certifying that this Lease is unmodified and in full force and effect (or,
if modified, stating the nature of such modification and certifying that this Lease, as
so modified, is in full force and effect) and the date to which the rent and other
charges are paid in advance, if any, and (ii) acknowledging that there are not, to
Lessee's knowledge, any uncured defaults on the part of Lessor hereunder, or
specifying such defaults if any are claimed. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the
Premises.
b. At Lessor's option, Lessee's failure to deliver such statement
within such time shall be a material breach of this Lease and shall be conclusive
upon Lessee (i) that this Lease is in full force and effect, without modification except
as maybe represented by Lessor, (ii) that there are no uncured defaults in Lessor's
performance, and (iii) that not more than one year's rent has been paid in advance.
19. Lessor's Liahility. The term "Lessor" as used in this Lease shall mean
only the owner or owners of the fee title of the Premises, at the time in question.
In the event of any transfer of such title, Lessor (including any successors in interest
of the Lessor named herein) shall be relieved of all liability for or arising out of the
obligations of Lessor to be performed from and after the date of such transfer,
except for any liability of the Lessor arising out of Paragraphs 4.c. and Il.g.
Subject to the foregoing, the obligations contained in this Lease to be performed by
Lessor shall be binding on Lessor's successors and assigns, only during their
respective periods of ownership.
20. Severability. The invalidity of any provision of this Lease as
determined by a court of competent jurisdiction, shall in no way affect the validity
of any other provision hereof.
21. Interest nn Pac {1 Obligations. Except as expressly herein provided,
any amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law from the date due. Payment of such interest shall not excuse
or cure any default by Lessee under this Lease.
22. Time of Essence. Time is of the essence.
C:\WP50\WHnTAKMERMITE\RA1L129.LSE 25
23. Additional Rent. Any monetary obligations of Lessee to Lessor under
the terms of this Lease shall be deemed to be rent.
24. Incorporation of Prior Agreem n r Amendments. This Lease contains
all agreements of the parties with respect to any matter mentioned herein. No prior
agreement or understanding pertaining to any such matter shall'be effective. This
Lease may be modified in writing only if signed by all parties in interest at the time
of the modification. Except as otherwise stated in this Lease, Lessee hereby
acknowledges that neither Lessor nor any employees or agents or representatives of
Lessor has made any oral or written warranties or representations to Lessee with
respect to the condition or use by Lessee of the Premises and Lessee acknowledges
that Lessee assumes all responsibility for the legal use and adaptability of the
Premises and the compliance thereof with all applicable laws and regulations in
effect during the term of this Lease except as otherwise specifically stated in this
Lease.
25. Waivers. No waiver by Lessor of any provision hereof shall be deemed
a waiver of any other provision hereof or of any subsequent breach by Lessee of the
same or any other provision. Lessor's consent to, or approval of, any act shall not
be deemed to render unnecessary the obtaining of Lessor's consent to or approval
of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall
not be a waiver of any preceding breach by Lessee of any provision hereof, other
than the failure of Lessee to pay the particular rent so accepted, regardless of
Lessor's knowledge of such preceding breach at the time of acceptance of such rent.
26. Holding Over. If Lessee, with Lessor's consent, remains in possession
of the Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, but all options, if any, granted under
the terms of this Lease shall be deemed terminated and be of no further effect during
said month to month tenancy.
27. Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
C:\WP301WHrrrAKL'IBERMrrEgWL179.LSE 26
28. Covenants and Conditions. Each provision of this Lease performable
by Lessee shall be deemed both a covenant and a condition.
29. Binding Pffect_ Choi .P of aw. Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
Paragraph 36, this Lease shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by, and construed in
accordance with, the laws of the State of California.
a. This Lease, at Lessor's option, shall be subordinate to any
ground lease, mortgage, deed of trust, or any other hypothecation or security
hereafter placed upon the real property of which the Premises are a part and to any
and all advances made on the security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof, provided that, concurrently
with such subordination, the holder of each such encumbrance to which the Lease
is being subordinated enters into a commercially reasonable nondisturbance
agreement with Lessee pursuant to which Lessee's rights under this Lease
(including, without limitation, the Options) shall be recognized so long as Lessee is
not in default, pays rent, and otherwise observes and performs its obligations under
this Lease and such holder agrees to terminate its interest in the Premises upon its
purchase by Lessee pursuant to this Lease. Notwithstanding such subordination,
Lessee's right to quiet possession of the Premises and its Options shall not be
disturbed if Lessee is not in default and so long as Lessee shall pay the rent and
observe and perform all of the provisions of this Lease. If any mortgagee, trustee
or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed
of trust or ground lease, and shall give written notice thereof to Lessee, this Lease
shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this
Lease is dated prior or subsequent to the date of said mortgage, deed of trust or
ground lease or the date of recording thereof.
b. Subject to the provisions of Paragraph 30.a., Lessee agrees to
execute and deliver any documents reasonably required to effectuate an attornment
or a subordination of this Lease, or to make this Lease prior to the lien of any
mortgage, deed of trust or ground lease, as required pursuant to Paragraph 30.a.
CAWP50%WH=AKMERMITEaML129.LSE 27
above. Lessee's failure to execute or deliver such documents within 10 days after
written demand shall constitute a material default by Lessee hereunder. If Lessee
fails to execute such documents, then Lessor shall be entitled to execute such
documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and in
Lessee's name, place and stead, to execute such documents in accordance with this
Paragraph 30.b.
31. Att_ornev's's Fees. If either party hereto brings an action to enforce the
terms hereof or to declare rights hereunder or any other action at law or in equity
with respect to this Lease, the prevailing party in any such action shall be entitled
to its reasonable attorney's fees to be paid by the losing party as fixed by the court.
32. Lessor's Access. Lessor and Lessor's agents shall have the right to
enter the Premises at reasonable times for the purpose of inspecting the same, and
showing the same to prospective purchasers, lenders, lessees, and others with whom
Lessor has or may have business dealings.
33. Merger. The voluntary or other surrender of this Lease by Lessee, or
a mutual cancellation thereof, or a termination by Lessor, shall not work a merger,
and shall, at the option of Lessor, terminate all or any existing subtenancies or may,
at the option of Lessor, operate as an assignment to Lessor of any or all of such
subtenancies.
34. Consentg. Subject to the express provisions, standards, and
requirements set forth in this Lease, wherever in this Lease the consent of one party
is required to an act of the other party, such consent shall not be unreasonably
withheld.
35. Quiet Possession. Upon Lessee paying the rent for the Premises and
observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed under this Lease, Lessee shall have
quiet possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease. The individuals executing this Lease on behalf of Lessor
represent and warrant to Lessee that they are fully authorized and legally capable
C:1WP50\WHnTAKE1BERMITE\R,UL129.LSE 28
of executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Premises.
36. Options. '
a• Difinitim. As used in this paragraph the word "Options" has the
following meaning:
i. the right or option to purchase the Premises or a portion
thereof pursuant to Paragraph 11 hereof.
b. OntIOn4 Perconal. Each Option granted to Lessee in,this Lease
is personal to Lessee and may not be exercised or be assigned, voluntarily or
involuntarily, by or to any person or entity other than Lessee, provided, however,
the Option may be exercised by or assigned to any Lessee Affiliate as defined in
Paragraph 10.b. of this Lease. The Options herein granted to Lessee are not
assignable separate and apart from this Lease.
i. Lessee shall have no right to exercise an Option,
notwithstanding any provision in the grant of any Option to the contrary, (A) during
the time commencing from the date Lessor gives to Lessee a notice of default
pursuant to Paragraph 14.c. and continuing until the default alleged in said notice
of default is cured, or (B) during the period of time commencing on the day after a
monetary obligation to Lessor is due from Lessee and unpaid (without any necessity
for notice thereof to Lessee) and continuing until the obligation is paid.
ii. Lessee's inability to exercise an Option by reason of the
provisions of this Paragraph 36 shall not extend or increase the period of time within
which an Option may be exercised.
iii. All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely exercise of the Option, if, after such exercise and during the term of this
C:\WPSO5WH77TAY.EIBERMITEIRAILI29.LSE 29 /
Lease, (1) Lessee fails to pay to Lessor a monetary obligation of Lessee for a period
of 10 days after such obligation becomes due (without any necessity of Lessor to
give notice thereof to Lessee), or (2) Lessee fails to commence to cure a default
specified in Paragraph 14.c. within 30 days after the date that Lessor gives notice
to Lessee of such default and/or Lessee fails thereafter to diligently prosecute said
cure to completion.
iv. All Options contained in this Lease terminate and shall
have no further force or effect upon the expiration of the Term or any termination
of this Lease.
37. - Easements.
a. For the Benefit of I PcseP. Lessee shall be entitled to use the
nonexclusive access easements granted pursuant to the First Lease during the Term
and, after its purchase by Lessee, for the benefit of the Premises, provided that such
use shall not unreasonably interfere with the use and development of the property
which is burdened by such easement. Lessee shall construct, at its sole cost and
expense, such improvements as Lessee shall require for the use of the access
easements, subject to the approval of Lessor, which approval shall not be
unreasonably withheld. Lessor shall be entitled to relocate such easements at its sole
cost and expense, upon written notice to Lessee, in which case Lessee shall execute,
have acknowledged in recordable form, and deliver such instruments as Lessor shall
reasonably request to effect such relocation of the easements. The access easements
described in this Paragraph has been conveyed by an instrument, executed by the
parties hereto, entitled Access Easement Agreement, dated April 21, 1992. If
Lessee does not exercise the Purchase Option pursuant to this Agreement, then
Lessee shall execute, have acknowledged in recordable form, and deliver such
instruments as Lessor shall reasonably request to expunge the easements granted
hereby and thereby.
b. For the Benefit ofa. or. Lessor reserves to itself the right,
from time to time, to grant such easements, rights and dedications that Lessor deems
necessary or desirable, and to cause the recordation of parcel and other maps and
restrictions, so long as such easements, rights, dedications, maps and restrictions do
not unreasonably interfere with the use of the Premises by Lessee as a commuter rail
C:\WP50\WHnTAYXZERM=\RML129.LSE 30
station. Lessee shall sign any of the aforementioned documents upon request of
Lessor and failure to do so shall constitute a material breach of this Lease. In
addition, after the Close of Escrow and for a period of twenty (20) years from the
date of the Close of Escrow, Lessee, as the owner of the Premises shall grant from
time to time, upon the written request of Lessor and any successor in interest of
Lessor in the Bermite Property (or any portion thereof) any easements and rights
that are reasonably necessary for or in connection with the development of the
Bermite Property (or any portion thereof), so long as such easements and rights do
not unreasonably interfere with the use of the Premises by Lessee as a commuter rail
station. This Paragraph 37 shall survive the Close of Escrow and shall be binding
upon Lessee's successors in interest in the Property.
38. Memorandum. Concurrently herewith, the parties hereto shall execute,
have acknowledged in recordable form, and shall deliver to Lessee a memorandum
of this Lease, in the same form and substance as Exhibit D attached hereto
("Memorandum"), and Lessee shall execute, have acknowledged in recordable form,
and shall irrevocably deliver to Escrow Holder, the quitclaim deed in the same form
and substance as Exhibit attached hereto ("Quitclaim") and a Purchase Option
Premises Release, in the same form and substance as Exhibit F attached hereto
("Option Release"). Lessee shall have the right to record the Memorandum at any
time prior to the expiration or termination of this Lease and the Options. Lessee
shall cause Escrow Holder to record such Quitclaim and shall take any other action
that Lessor reasonably requests to expunge the Memorandum as a matter of record
and to relinquish its interest in the Premises promptly upon the expiration or
termination of this Lease. In addition, Lessee shall execute, acknowledge, deliver
and have recorded in the Official Records of Los Angeles County, the Option
Release, and shall take any other action that Lessor reasonably requests to expunge
the Purchase Option as a matter of record and to relinquish its Purchase Option
rights, promptly upon the expiration or termination of the Purchase Option. Finally,
Lessee shall execute, acknowledge, deliver and record in the Official Records of
Los Angeles County any other instruments that Lessor may reasonably request to
reflect the specific portion of the Premises to which the Purchase Option relates
when that specific portion is ascertained pursuant to the provisions of this Lease.
39. Termination of Previous T Paco, As of April 21, 1996, the First Lease
is being terminated including any options contained therein, provided that nothing
C:\WP50\WHMAKEtBERMITE R,UL139.LSE 31
contained herein shall be construed to relieve either party from their respective
obligations under the First lease as those obligations applied to such party through
April 21, 1996. This Second Commuter Rail Station Site Lease with Option to
Purchase shall govern all the rights and obligations of the parties with respect to the
Premises from the commencement of the Term.
IN WITNESS WHEREOF, the parties have executed this Lease on the day
and year first above written.
WHITTAKER PORTA BELLA, INC.
By:
Its:
CITY OF SANTA CLARITA
By:
Its:
Whittaker Corporation, the parent of Lessor, hereby agrees to indemnify, hold
harmless and defend Lessee to the same extent that Lessor so indemnifies, holds
harmless, and defends Lessee under this Agreement.
WHITTAKER CORPORATION
Un
Its:
CAWP50\WHITTA,EIBERMITE\ML129.LSE 32
EXHIBIT A
1
Bermite Property
PARCEL 1:
THAT PORTION OF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED.?,S FOLLOWS:
BEGINNING AT A POINT IN THE CENTER LINE OF THAT PORTION OF THE STATE HIGHWAY,
KNOWN AS THE HINT 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; THE
ALONG SAID CENTER LINT SOUTH 63 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 OF A SINGLE
BENT CATTLE PASS 15 FEET LANG NO. 048-E, AS RECITED IN DEED RECORDED IN BOOK 4016
PACE 277, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER of SAID COUNTY;
THENCE ALONG SAID RADIAL LIRE NORTH 19DEGREES 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 I= 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 S3 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, LIN! 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
DECREES 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
MIND, S EAST, 487.06 FEET TO THE TRUE POINT OF BEGINNING.
EICEPTING THOS£ PORTIONS CONVEYED TO LOS ANGELES COUNTY FOR ROADS.
PARCEL. 2: -
TEAT PORTION OF THE RANCHO SAN FRANCISCO, IN TEM CITY OF SANTA CLARITA, IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF LOT 62. Or ST. JOIN -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 TEE EASTERLY BOUNDARY LINE OF RANCHO
SAN FRANCISCO NORTH 1 DEGREES 31 MINUTES 25 SECONDS EAST. 276.88 FEET TO A POINT
DESIGNATED STATION NO. 6 OF RANCHO SAN FRANCISCO; THENCE NORTH 89 DEGRESS 59
MINUTES 00 SECONDS WEST 4,633.40 PEST; THENCE NORTH 25 DEGREES 23 MINUSES 4S
SECONDS EAST 433.40 FEET; THENCE NORTH 34 DEGREE556 MINUTES 05 SECONDS WEST.
2
EXHIBIT A
Bermite Property
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 05 SECONDS WEST
433.40 FEET; THENCE SOUTH 89 DEGREES 59 MINUTES 00 SECONDS EAST 308.40 FELT;
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 NEST, 1,.018 FEET MORE OR LESS. TO THE SOUTHEASTERLY RIGHT OF WAY LINZ
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 SOD,
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 TANKS,
MACHINERY, PIPE LINES AND BUILDINGS, AS MAY BE NECESSARY IN CONNECTION WITH SAID
OPERATIONS, AS RESERVED IN THE DE= FROM JULIUS R. SCHWARTZ. AND WIFE, RECORDED
JULY 23, 1951 IN BOOK .36817 PAGE 287, OFFICIAL RECORDS, IN THE OFFICE or THE
COUNTY RECORDER OF SAID COUNTY.
PARCEL 3:
THAT PORTION OF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA.CJIRITA. COUNTY or
IAS ANGELES, STATE OF CALIFORNIA. DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER Or TNM PARCEL OF LAND DESCRIBED IN THE DEED
TO IAS ANGELES POWDER COMPANY, RECORDED ZN BOOK 43 PAGE 73, OFFICIAL RECORDS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 86 DEGRrr 12
MINUTES 40 SECONDS. WEST, 2,925.28 FEET To THE MASTERLY LINE OF TRACT NO. 1801, AS
PER MAP RECORDED IN BOOK 21 PAGES 158 AND 159 OF MAPS, IN THE OFFICE OF THE COUNTS
RECORDER .OF.SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERLY LINE TO TBE
NORTBERLY.LINE"OF IAT 60, OF THE ST. JOHN SUBDIVISION, AS PER MAP RECORDED IN 8007
196 PACs 304, OF MISCELLANOEUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY; THENCE EASTERLY ALONG SAID NORTHERLY LINE TO THE SOUTHWESTERLY LINOS
OF SAID PARCEL OF LAND, DESCRIBED IN SHE DEED RECORDED IN BOOS 43 PAGE 73,
OFFICIAL RECORDS; THENCE ALONGSAID SOUTHWESTERLY LINZ NORTE 60 DEGREES 06 HINOTES
WEST, TO AN ANGLZ POINT THEREIN; THENCE ALONG SAID SOUTHWESTERLY LINE NORTH 41
DEGREES 52 MINUTES WEST 234.34 FEES, AND NORTH 19 DEGREES 19 HINDI 5 40 SEOONDB
WEST, 343.03 FEET TO -TIE POINT OF BEGINNING.
ZZCZPT THEREFROM AN UNDIVIDIED 3 PER CENT OF ALL THE OIL, GAS. OTJER HYDROCARBON
SUBSnNCZS. AND HINZRALS, IN AND UNDER SAID LAND, AS GRANTED TO IAS ANGELES N0102
COMBANY, A 22 PAGE 337, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO. 852,
IN BOOK 29022 PALL 337, OFFICIAL RECORDS, IN THE OFFICE. OF THE COUNTY RECORDER OF
SAID COUNTY.
ALSO EECEPT THEREFROM AN UNDZVIDZD 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 COGHTT.
EXHIBIT A
3 Bermite Property
PARCEL 4:
.PART OF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLAAITA, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA. AND PART OF ST. JOHN'S SUBDIVISION OF THE RANCHO SAN
FRANCISCO, AS PER HAP RECORDED IN BOOK 196 PAGE 3D6, 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 1: MINUTES WEST, 408.50 FEET
AND NORTH 86 DEGREES 12 MINUTES 40 SECONDS EAST, 2,925.58 FEET FROM THE SOUTHEAST
CORNER OF BLOCK 1S 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 S2 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 29 MINUTES
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 LAST 1,288.62 FELT, THENCE
NORTH 34 DEGREES 58 MINUTES 50 SECONDS WEST 703.93 FEET; THENCE NORTH. 3S DEGREES
40 MINUTES 2S SECONDS WEST, 894.02 FEET, MORE OR LESS, TO A POINT ON THE SOUTSZRLY
LINE OF THE RIGHT OF WAY OF THE SOUTHERN PACIFIC RAILROAD, THENCE FOLLOWING TBE
SOUTHERLY LINE OF SAID RIGHT OF WAY TO A POINT NORTHWESTERLY 476.48 FLET FROM THZ
POINT OF INTERSECTION OF THE SOUTHWESTERLY LINE OF THE SOUTHERN PACIFIC RAILROAD
RIGHT OF WAY, AND A RADIAL LINE THROUGH THE SOUTHER-STERLY END OF A SINGLE BERT
CATTLE PASS 15 FEET LANG, AND DESCRIBED AS NO. 448-E, IN THE DEED FROM THE NEWHALL
LAND AND FARMING COKPANY. A CORPORATION, TO R. A. BAKER, RECORDED IN BOOK 40SS
PACE 131,. OFFICIAL RECORDS, IN THE. OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
BENEATH THE SAID SOUTHERLY PACIFIC RAILROAD; THENCE FROM SAID POINT, SOUTH S1
DEGREES 52 MINUTES WEST, 839.90 FEET TO THE SOUTHEASTERLY LINE OF THAT CERTAIN
RESERVOIR WHICH WAS RESERVED. AND EXCEPTLD IN DEED RECORDED IN BOOK 4055 PAGZ 131,
OFFICIAL RECORDS ABOVE; 'THENCE SOUTH 8 DEGREES 29 MINUTES 50 SECONDS WEST 173.49
FEET, SOUTH BO DEGREES 3S MINUTES 10 SECONDS WEST 91.10 FEET, SOUTH 57 DEGREZS S4
MINUTES 10 SECONDS WEST 232.35 FEET, AIANO SAID SOUTHEASTERLY BOUNDARY L13M OF
AFORESAID RESERVOIR; THENCE SOUTH 8 D£GR&£S 00 MINUTES 10 SECONDS WEST, TO THE
POINT OF BEGINNING.
PARCEL 5s
THAT PORTION OF IAT 62, OF ST. JOHN SUBDIVISION, IN THE CITY OF SANTA CLARITA,
COURn OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 196 PA=
304 OF MISCLLLANZUUS RECORDS, IN THE OFFICE OF THL COUNTY RECORDER OF SAID COORTY,
DESCRIBED AS FOL.OWSs
BEGINNING AT THE INTERSECTION OF TAM WEST LINT OF SAID LOT 62, WITH THE SOOTHZRLY
LINZ OF THE LAND DESCRIBED IN DEED TO TH2 IAS ANGELES POWDZR COMPANY, AZCDROZD In
BOOK. 43 PAG& 73, OFFICIAL RECORDS, IN TSE OFFICE OF TNM COUNT? RECORDER OF SAID
COMTT; THENCE SOUTHERLY ALONG SAID WEST_ LINE TO THE NORTH LINZ OF TRACT no. 1079,
AS PER MAP RECORDED IN BOOK 18 PAG& 155 OF NAPS, IN THE OFFICE OF SAID COUNTY
RECORDER$ THENCE EAST ALONG THE NORTE LINZ OF SAID TRACT NO. 1079, TO TH2 LAST
LINE OF THE RANCHO SAN FRANCISCOf THENCE NORTHERLY ALONG SAID EAST LINZ TO TB=
NORTH LIN& OF SAID LOT 62; THENCE WEST ALONG THE LAST MENTIONED NORTH LI3R TO THE
SOUTHEAST LINE OF THE LAND DESCRIBZD IN SAID DL&D, RECORDED IN BOOK 43 PAGE 73,
EXHIBIT A
4 Bermite Property
OFFICIAL RECORDS, :N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY? THENCE
SOUTHWESTERLY AND WESTERLY ALONG THE SOUTHEASTERLY AND SOUTHERLY BOUNDARY OF THE
LAND DESCRIBED IN SAID DEED TO THE POINT OF BEGINNING.
EXCEPT THE WEST 2650 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 BOOR I8 PAGE
155 OF MAPS, It? 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 or SAID LOT 'A', DISTANT EASTERLY ALONG SAID NORTH LINZ 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 SAIL 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 LAST 641.74 FEET OF SAID IAT
62, SAID DISTANCES BEING MEASURED ALONG THE EAST AND NORTH LINES RESPECTIVELY 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 Tb IAS
ANGELES HOME COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10,'1949 AS
IHSTRUHENT NO. 852, IN BOOK 29022 PACE 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. OTMM
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
SKID COUNTY.
PARCEL 6t
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 IAS ANGELES,
STATE Or CALIFORNIA. AS PER MAP RECORDED IN BOOK 196 PAGE 304, ET SEp.. OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF -THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THAT PORTION LYING WITHIN IAT 48 OF TRACT NO. 34244.
ALSO EXCEPT THEREFROM AN UNDIVIDED 3 PER CENT OF ALL THE OIL, GAS. OTHER
1
EXHIBIT A
5 Bermite Property
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 No
COLEMAN, A WIDOW, 6Y DEED RECORDED FEBRUARY 21. 1949 AS INSTRUMENTNO. 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, COUNTY 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 A" 1S9 OF MAPS. IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, WITH THE NORTHERLY LIKE OF LOT 60, OF THE ST. JOHN
SUBDIVISION, AS .PER MAP RECORDED IN BOOK 196 PACE.. 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 Tim PARCEL OF LAND DESCRIBED IN THE
DEED TO THE LDS 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 DECKLES 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 LIKE 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 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. SS2,
IN BOOK 29022 PAGE 337, OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5 PER CERT OF ALL THE OIL, GAS, OT821t
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.
PARCEL 8:
THAT PORTION OF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLARITA, COMM OF
LOS ANGELES, STATE OF CALIFORNIA, BOUNDED AS FOLLOWSt
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 Tia 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 SD
MINUTES 50 SECONDS WEST, AND A LENGTH Or 703.93 FEET AS DESCRIBED IN DEED TO
BERMITE POWDER COMPANY, RECORDED JULY 23, 1951 AS INSTRUMENT NO. 1546, IN BOOK
r
EXHIBIT A
6 Bermite Property
36817 PAGE 285, OFFICIAL RECORDS. :N THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
ON THE NORTHWEST BY THE SOUTHEAST LINE OF tHE BERMITE POWDER COMPANY,
NOW EXISTS BEING A LINE DESCRIBED AS FOLLOWS: AS SAID LINE
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 DEGREES
23 MINUTES 45 SECONDS EAST 263.02 FEET; THENCE ALONG THE SOUTH LINE OF SECTION 24,
TOWNSHIP 2 NORTH, RANGE 16 WEST, :N 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 OHIGGIA AND
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 THE
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS,
BEGINNING AT A POINT ON THE NORTH LINE OF LOT -A-, 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 2640 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 A LINE PARALLEL WITH THE NORTH LINE OF SAID LOT -A-, AND DISTANT
NORTHERLY THEREFROM A SUFFICIENT DISTANCE 20
PARCEL OF LANA HEALTH DESCRIBED; INCLUDE 160 ACRES OF LAND WITHIII THL
LOT A THENCE EASTERLY PARALLEL WITH SAID NORTH LAR OF
J TO THE EASTERLY LINE OF SAID LOT 62, 2,706 FEET MORE OR LESS, TO TER LAST
LINE OF SAID IAT 62; THENCE SOUTHERLY ALONG SAID EAST ,LINE 2,618 FELT MORE OR
LESS, TO THE NORTH LINE OF SAID LOT -A-A THENCE WEST ALONG SAID NORTH LINE 2,640
FELT MORE OR LESS, TO THE POINT OF BEGINNING.
EXCEPT THEREFROM AN UNDIVIDED 3 PER CEM OF ALL THE OIL, GAS, OTHER HYDROCARBON
SUBSTANCES, AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO IAS ANGELES NOIR
COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO. 852,
SAID COUNTY.
IN BOOR 29022 PAGE 337, OFFICIAL RECORDS, IU THE OFFICE OF THE COUNTY RECORDER OF
ALSO EXCEPT THEREFROM AN UNDIVIDED 0.S PER CEM OF ALL THE OIL, GAS, OTBEA
HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA
COLEMAN, A WIDOW, BY DEED RECORDED FEBRUARY 21, 1949 AS INSTRUIRNTNO. 802, IN
BOOK 29421 PAGE 270, OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF
SAID COUNTY.
PARCEL 10,
EXHIBIT A
Bermite Property
IAT 48 OF TRACT NO. 34144, IN THE CITY OF SANTA CLARITA. COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOR 969 PAGES 15 TO 10 INCLUSIVE OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
:.nnib'T h
Bermite Property
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EXHIBIT B
THAT PORTION OF PARCEL 1 OF INSTRUMENT NUMBER 91-1170920, RECORDED JULY 29
1991 IN 71E C71 -Y, OF SANTA CL4RITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNLS.
RECORDS OF SAID COUNT Y DESCRMED AS FOL :A'"'S AND SHOVJN ON EX-HIBrT •,B.I ..:
BEGLN-INING AT THEE NORTH=SitRLY COR.NE-R OF SAID PARCEL l OF I2NSTR�h�?�T?.p.
91-1170920 ALSO BEING A POINT ON A 2.535 FOOT RADIUS CURVE, CONCAVE
NORTHEASTERLY LN THE SOLTrMp.Ly LLQ..- OF SOLEDAD CANYON ROAD, 120 FEET WIDL
AS SANE EXISTED ON FEBRUARY 24, 1992, A RADIAL TO SAID CURVE BEARS NORTrI 37
DEGREES 28 MINUTES 02 SECONDS EAST; THENCE EASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 1 DEGREE 52 MLNLTES 33 SECONDS A DISTANCE OF
83.00 FEET; THENCE ,LEAVING SAID SOUTHERLY LINE OF SOLEDAD CANYON GOAD,
SOUTH 37 DEGREES 33 MINUTES 29 SECONDS WEST, 232.70 FEET; THENCE SOUTH 67
DEGREES 27 MWUTES 16.SECONDS EAST, I74.83 FEET; THENCE NORTH 2.2 DEGREES 32
MINUTES 44 SECONDS 'EAST, 200.99 FEET TO SAID SOUTHERLY LINE OF SOLEDAD
CANYON ROAD ALSO BEING A POLNT ON SAID 2,535 FOOT RADIUS CURVE WTTii A RADIAL
BEARING OF NORTH 32 DEGREES 56 MLN'LTES 49 SECONDS FAST; THENCE COK'ITNUIT'G
EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 9 DEGREES 05 MINUTES
09 SECONDS A DISTANCE OF 402.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE or-
SOLEDAD CANYON ROAD, SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST, 288.00
FEET; THENCE SOUTH 67 DEGREES 27 N DR= 16 SECONDS EAST, 221.88 FEET; THENCE
SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST, 39-00 FEET; THENCE SOUTH 67
DEGREES 27 MINUTES 16 SECONDS EAST, 37.00 FEET; THENCE SOUTH 3 DEGREES 34
MINUTES 30 SECONDS WEST, 69.79 FEET; THENCE NORTH 67 DEGREES 27 MI ATM 16
SECONDS WEST, 864.81 FEET; THENCE NORTH 11 DEGREES 14 MINUTES 09 SECONDS
WEST, 66.15 FEET; THENCE NORTH 67 DEGREES 27 MINUTES 16 SECONDS WEST, 87.93
FEET TO THE NOR711V TSTERLy LINE OF SAID PARCEL. 1; THENCE NORTH 37 DEGREES 33
MINUTES 29 SECONDS EAST, 437.76 FEET ALONG SAID NORTHWESTERLY LINE OF
PARCEL 1 TO TIE POINT OF BEGWNING.
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The following services would complement the Commuter Rail Station and are
permitted uses on the site provided they are conducted from temporary facilities
(such as trailers, push carts, and stands, none of which may have permanent
foundations) which are not permanently affixed to the real property and can be easily
removed without resort to demolition:
* Convenience Merchandise
* Dry Cleaning (pickup and drop off only) - no dry cleaning work done
on Premises
* Automated Teller Machine
* Telephones
Fast Food (no preparation or drive through on the Premises)
* Commuter Merchandise and Services, i.e.; pass sales, carpool
matching, transit schedules, taxi, car rental services.
* Post Office
* Gift Merchandise
* Child Care Centers
* Newspapers, Books, Tapes
* Automobile Servicing (no repairs)
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Santa Clarity
25663 West Avenue Stanford
Santa Clarita, California 91355
Attention: City Manager
MEMORANDUM OF LEASE
This Memorandum of Lease ("Memorandum") is made as of April 21, 1996,
by and among Whittaker Porta Bella, Inc., a California corporation ("Whittaker")
and the City of Santa Clarita, a municipal corporation ("City").
1. Lease. Pursuant to that certain Second Commuter Rail Station Site
Lease with Option to Purchase, dated April 21, 1996 ("Lease"), Whittaker has
agreed to lease to the City property consisting of approximately 6.40 acres, as more
specifically described in Rxhibi 1 attached hereto ("Premises"), for a term
commencing on April 21, 1996, and ending on April 21, 1999. The City's interest
in the Premises shall terminate at the end of the term of the Lease unless on or
before such date the City acquires the Premises pursuant to the Purchase Option
described below.
2. Option to Purchase. The Lease contains an option to purchase
("Purchase Option") the Premises prior to the expiration of the term of the Lease,
as more specifically set forth in the Lease.
wp50\wh ittake\bermite\memolse. exe
3. Release of Rights. The City has agreed to execute, acknowledge,
deliver and have recorded in the Official Records of Los Angeles County, a
quitclaim deed relinquishing its interest in the Premises (including, without
limitation, all option rights contained therein upon the expiration or termination of
the Lease. In addition, the City has agreed to execute, acknowledge, deliver, and
have recorded in the Official Records of Los Angeles County, an instrument which
evidences the expiration or termination of the Purchase Option upon the expiration
or termination of the Purchase Option.
4. As of April 21, 1996, this Memorandum completely replaces,
supersedes and overrides the Memorandum of Lease previously executed by the
parties hereto on April 21, 1992. The Lease referred to in the April 22,
1992 Memorandum of Lease was terminated as of April 21, 1996.
IN WITNESS WHEREOF, the parties hereto have executed this
Memorandum as of the date hereof.
WHITTAKER PORTA BELLA, INC.,
a California Corporation
0
Its:
CITY OF SANTA CLARITA,
a municipal corporation
Its:
wp501wh ittake%ermitelmemolse. exe
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On , 1996, before me, the undersigned, a Notary Public in
and for said State, personally appeared , personally known to
me (or proved tome on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said
County and State
[SEAL]
wp50\wh ittake\bermite\memolse. exe
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On , 1996, before me, the undersigned, a Notary Public in
and for said State, personally appeared , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacity, and that by his signature
on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said
County and State
[SEAL]
wp501wh ittake\b ermite\memol se. exe
EXHIBIT 1
THAT PORTION OF PARCEL 1 OF INSTRUMENT NUMBER 91-1170920, RECORDED JULy 29,
1991 IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS AND SHOWN ON EXHIBIT "B- I";
BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL i OF INSTRUMENT NO.
91-1170920 ALSO BEING A POINT ON A 2,535 FOOT RADIUS CURVE, CONCAVE
NORTHEASTERLY IN THE SOUTHERLY LINE OF SOLEDAD CANYON ROAD, 120 FEET WIDE
AS SAME EXISTED ON FEBRUARY 24, 1992, A RADIAL TO SAID CURVE BEARS NORTH 37
DEGREES 28 MINUTES 02 SECONDS EAST; THENCE EASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 1 DEGREE 52 MIATLTES 33 SECONDS A DISTANCE OF
83.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF SOLEDAD CANYON ROAD,
SOUTH 37 DEGREES 33 MINTUTES 29 SECONDS WEST, 232.70 FEET; THENCE SOUTH 67
DEGREES 27 MIIq=S 16.SECONDS EAST, 174.83 FEET; THENCE NORTH 22 DEGREES 32
MINUTES 4d SECONDS EAST, 200.99 FEET TO SAID SOUTHERLY LINE OF SOLEDAD
CANYON ROAD ALSO BEING A POINT ON SAID 2,535 FOOT RADIUS CURVE WITH A RADIAL,
BEARING OF NORTH 32 DEGREES 56 MINUTES 49 SECONDS EAST; THENCE CONTIIQUING
EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 9 DEGREES 05 NMgUTFS
09 SECONDS A DISTANCE OF 402.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF
SOLEDAD CANYON ROAD, SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST, 288.00
FEET; THENCE SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST, 221.88 FEET; THENCE
SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST, 39.00 FEET; THENCE SOUTH 67
DEGREES 27 MINUTES 16 SECONDS EAST, 37.00 FEET; THENCE SOUTH 3 DEGREES 34
MINUTES 30 SECONDS WEST, 69.79 FEET; THENCE NORTH 67 DEGREES 27 MWUTES 16
SECONDS WEST, 864.81 FEET; THENCE NORTH 11 DEGREES 14 MINUTES 09 SECONDS
WEST, 66.15 FEET; THENCE NORTH 67 DEGREES 27 MINUTES 16 SECONDS WEST, 87.93
FEETTO THE NORTHWESTERLY LINE OF SAID PARCEL. 1; THENCE NORTH 37 DEGREES 33
MINUTES 29 SECONDS EAST, 437.76 FEET ALONG SAID NORTHWESTERLY LINE OF
PARCEL 1 TO THE POINT OF BEGINNING.
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EXHIBIT E
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Title Order No. Exrw No.
■aL TAX STa7paryra =
r
SPACE. ABOVE THIS LINE FOR RECORDER'S USE—
Quitclaim Deed
THE UNDESMONED ORANTORIsI DE=ILEIsI
DOCUMENTARY TRANSFER TAX is S
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FOR A VALUABLE CONSIDERAMON, receipt of whish it hereby ackaonledted,
THE CITY OF SANTA CLARITA,,a municipal corporation
herffiy REMISE. RELEASE AND FOREVER Q(MMAIM to WHITTAKER PORTA BELLA, INC.,
a California corporation, all of its right, title and interest create
or disclosed in that certain Memorandum of Agreement, dated April 21,
and recorded in the Official Records of Los Angeles County, as such
Memorandum of Agreement relates to
*a eetrB F'Opa^� City of Santa Clarita
comyof Los Angeles .MMofCAUtm e.
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Whittaker Porta Bella, Inc.
1955 N. Surveyor Avenue
Simi Valley, CA 93063-3386
Attention: Office of the General Counsel
PURCHASE OPTION RELEASE
The undersigned hereby certifies the following:
(a) It is the Lessee under that certain Second Commuter Rail Station Site Lease
with Option to Purchase ("Lease"), dated April 21, 1996, by and between Whittaker
Porta Bella, Inc., a California corporation,`as the Lessor, and the City of Santa
Clarita, a municipal corporation, as the Lessee, which concerns certain property
described in Exhibit 1 attached hereto ("Premises").
(b) The undersigned has not assigned or otherwise transferred the Lease
or any right to which this instrument applies.
(c) The undersigned has released and discharged, and does hereby forever
and irrevocably release and discharge, any and all right to purchase all or any
portion of the Premises, including, without limitation, the release of the Purchase
Option as provided for in the Lease.
CITY OF SANTA CLARITA
By:
Its:
wp501wh ittake%ermit6exh. f
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On , 1996, before me, the undersigned, a Notary Public in and
for said State, personally appeared , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said
County and State
[SEAL]
wp50\wh ittake\bermite\exh. f
EXHIBIT 1
THAT PORTION OF PARCEL 1 OF INSTRUMENT NUMBER 91-1170920, RECORDED JULY 29,
1991 IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALTFORNIA,
RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS AND SHOWN ON EXHIBIT 'B-1
BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL i OF INSTRUMENT NO.
91-1170920 ALSO BEING A POINT ON A 2,535 FOOT RADIUS CURVE, CONCAVE
NORTHEASTERLY IN THE SOUTHERLY LINE OF SOLEDAD CANYON ROAD, 120 FEET WIDE
AS SAME EXISTED ON FEBRUARY 24, 1992, A RADIAL TO SAID CURVE BEARS NORTH 37
DEGREES 28 MINUTES 02 SECONDS EAST; THENCE EASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF I DEGREE 52 MINUTES 33 SECONDS A DISTANCE OF
83.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF SOLEDAD CANYON ROAD,
SOUTH 37 DEGREES 33 MINUTES 29 SECONDS WEST, 232.70 FEET; THENCE SOUTH 67
DEGREES 27 MINUTES 16.SECONDS EAST, 174.83 FEET; THENCE NORTH 22 DEGREES 32
MINUTES 44 SECONDS EAST, 200.99 FEET TO SAID SOUTHERLY LINE OF SOLEDAD
CANYON ROAD ALSO BEING A POINT ON SAID 2535 FOOT RADIUS CURVE WITH A RADIAL
BEARING OF NORTH 32 DEGREES 56 MINUTES 49 SECONDS EAST; THENCE CONTINUING
EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 9 DEGREES 05 M NUTBS
09 SECONDS A DISTANCE OF 402.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF
SOLEDAD CANYON ROAD, SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST, 288.00
FEET; THENCE SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST, 221.88 FEET; THENCE
SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST, 39.00 FEET; THENCE SOUTH 67
DEGREES 27 MINUTES 16 SECONDS EAST, 37.00 FEET; THENCE SOUTH 3 DEGREES 34
MINUTES 30 SECONDS WEST, 69.79 FEET; THENCE NORTH 67 DEGREES 27 MINUTES 16
SECONDS WEST, 864.81 FEET; THENCE NORTH 11 DEGREES 14 MINUTES 09 SECONDS
WEST, 66,15 FEET; THENCE NORTH 67 DEGREES 27 MINUTES 16 SECONDS WEST, 87.93
FEET TO THE NORTHWESTERLY LINE OF SAID PARCEL 1; THENCE NORTH 37 DEGREES 33
MINUTES 29 SECONDS EAST, 437.76 FEET ALONG SAID NORTHWESTERLY LINE OF
PARCEL. I TO THE POINT OF BEGINNING.
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ORIGINAL ON FILE AT CITY HALL
AT SCALE OF 1" EQUALS 60 FEET
PRELIMINARY
NOT FOR CONSTRUCTION I
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AT SCALE OF 1" EQUALS 60 FEET
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