HomeMy WebLinkAbout1997-02-11 - AGENDA REPORTS - CENTRAL PARK LAND LEASE (2)AGENDA REPOR
Cita;ager Approval
Item to be presented by:
Rick Putnam
UNFINISHED BUSINESS
DATE: FEBRUARY 11, 1997
SUBJECT: CITY CENTRAL PARK LAND LEASE AGREEMENT
DEPARTMENT: Parks, Recreation, and Community Services
The City Council entered into a Memorandum of Understanding (MOU) with the Castaic Lake
Water Agency (CLWA) in December of 1995, establishing the framework by which a Lease
Agreement would be prepared for the City Central Park. Staff was directed to negotiate a Land
Lease Agreement that would allow the City to utilize approximately 130 acres of the lower mesa
for park purposes.
On December 10, 1996, staff provided an update notifying the City Council that a lease was
being prepared for Phase I of the park. The Phase I Lease Agreement includes approximately
34 acres of land, of which between 10-20 acres will be developed utilizing the available
$2,800,000 Proposition A, Safe Neighborhood Park Bond Act Funds. The Land Lease Agreement
addresses the terms of the MOU, has been reviewed by the City Attorney's Office.
Subsequent to the signing of the lease by CLWA, modification to the lease have been mutually
agreed upon. These modifications to the land lease are contained in amendment #1 which is
dated February 4, 1997. The land lease and amendment #1 are available in the City Clerk's
Office for your review. Major terms and conditions of the Lease Agreement include:
1. Term of the lease is 15 years, at a cost of $33.33 per year.
2. City to pay for and construct a traffic signal at the current site entrance by June 30, 1998.
3. Use of the premises is restricted to the construction, operation, and maintenance of a
noncommercial public park and sports facilities.
4. Roadway access into the park will utilize the existing location of CLWNs entry off Bouquet
Canyon Road. The. park access road will include one lane in each direction with the sole
purpose of park access and utilization.
Through the Qualification Based Selection process, staff has prequalified a professional service
firm to prepare the construction documents for Phase I of the park. A total of 24 firms
submitted letters of interest and -statements of qualifications for consideration. A panel
reviewed the firm's qualifications, held interviews, and created a short list in the spring of 1996
in anticipation of the Central Park design. After interviewing the top three firms again in
January of 1997, it is recommended that RJM Design Group, a landscape architectural firm,
be awarded the contract.
Upon the execution of the Land Lease Agreement, the design process will begin. Additional
public meetings will be held to update and gain further input from the community for Phase I
of the park. Phase I amenities would generally include three to four sport fields, two to four
softball fields, restrooms, parking, and grading and infrastructure to support the site. It is
estimated that the design, construction and plant establishment period will require 16-18
months to complete. The opening of the park for public use would occur late Summer of 1998.
The City's Parks and Recreation Commission recommends City Council approval of the Land
Lease Agreement and moving forward on this project.
RECOMMENDATION
1. City Council approve the Land Lease Agreement dated January 2, 1997, and
amendment #1 dated February 4, 1997, between the City and CLWA for Phase I of the
City Central Park site.
2. City Council approve entering into a design contract with RJM Design Group for Phase I
of the park site not to exceed $350,000.
3. City Council authorize the City Manager to execute all documents including the land lease
with Castaic Lake Water Agency and design contract with RJM Design Group.
Phase I Location Map
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CENTRAL PARK DEVELOPMENT PLAN CAA
CITY OF SANTA CLARITA "'
/
GROUND LEASE BY AND
BETWEEN THE CITY OF SANTA CLARITA
AND THE CASTAIC LAKE WATER AGENCY
RELATIVE TO PHASE 1 OF A PROPOSED
PARK AND SPORTS FACILITY PROJECT
OF THE CITY OF SANTA CLARITA
THIS GROUND LEASE (hereinafter called "Lease") is made in Santa Clarita,
California, as of this 2nd day of January, 1997 by and between two public agencies,
being the Castaic Lake Water Agency (hereinafter called "CLWA") and the City of
Santa Clarita (hereinafter called "CITY"), pursuant to facts, understandings and
assumptions of CLWA and CITY as follows:
• On or about December 11, 1995, CLWA and CITY entered into a Memoran-
dum of Understanding (hereinafter called "MOU") dated December 11, 1995,
copy attached as Exhibit "A" hereto, and hereby incorporated herein by this
reference.
• The above -referenced MOU contemplated full environmental review of
proposed park and sports facility improvements on the entire site, including
review of the sewer service master plan and the untreated and/or reclaimed
water master plan described in numbered paragraphs 4. and 5. of the MOU.
• The CLWA and the CITY are fully committed to fulfilling the promises, terms,
and conditions of the MOU in all ,respects, with the sole exception of
providing a ground lease concerning Phase 1 of CITY's park and sports utility
project prior to completion of all work described in the MOU. This Phase 1
ground lease shall be subject to numbered paragraph 3. of the MOU with
respect to "Development Costs, Operation and Maintenance," "Water Use
and Payments," the "Perimeter Fence," "Utilities and Property Access,"
"Liability and Insurance," "Joint Recognition," and "Commercial Activity."
• The proposed ground lease for Phase 1 is proposed to consist of approxi-
mately thirty four and 22/100ths (34.22) acres, as described in Exhibit "B"
hereto, which acreage shall accommodate (as Phase 1 improvements) only
those improvements described in Article 4 of this Lease.
• All provisions, terms and conditions of the ground lease concerning Phase 1
shall be binding upon the parties only until completion of any further lease
of the property described in the MOU, or until January 1, 2012; whichever
is earlier.
• This ground lease shall be subject to all the surviving terms and conditions
of the existing lease between CLWA and R. N. Chesebrough, concerning
farming operations within the Phase 1 area to and through December 31,
1996, and to future irrigated farming or dry farming leases CLWA may
execute concerning the Phase 1 area prior to CITY's commencement of the
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construction of the Phase 1 improvements. CITY shall be fully financially
responsible for terminating that lease (within the Exhibit "B" area) so as to
permit CITY to utilize the Exhibit "B" area, at a cost payable by CITY to the
farm operator of not to exceed $150.00 per acre.
• CITY shall, at its sole expense, budget and commence its process to
construct a traffic signal at the current site entrance substantially concurrent-
ly with the execution of Phase 1 of this Ground Lease and complete the
construction and have the signal operational prior to June 30, 1998.
Operation and use of Phase 1 park facilities by or on behalf of CITY and/or
the public shall not commence until CITY has installed at its own and sole
expense an operating traffic signal at the current site entrance road which
connects with Bouquet Canyon Road. The current site entrance road shall
be the sole entrance road from Bouquet Canyon Road to the Phase 1 park
site.
WITNESSETH
This Lease is subject to all of the terms, covenants and conditions herein
contained, and as a material part of the consideration for this Lease, CITY covenants
to keep and perform each and every one of said terms, covenants and conditions,
including all of the provisions of the seven bulleted recitals to this Ground Lease. The
above recitals to this Lease are hereby declared and determined to be terms,
covenants and conditions of this Lease.
ARTICLE 1: LEASE OF PREMISES
1.01 Premises: CLWA leases to CITY and CITY hires from CLWA, for
the term, at the rental and upon all of the conditions set forth herein, a parcel of land
of approximately 34.22 acres shown as Phase I on the site plan attached hereto as
Exhibit "B" and incorporated herein by this reference. Such real property is hereinafter
referred to as the "Premises".
1.02 Condition of Premises: CITY expressly agrees to lease the
Premises in an "as is" condition, and to accept the Premises as they are and subject
to all conditions, rights, easements, and other limitations of record, and subject to
visible and apparent easements and improvements, including, but not limited to, any
rights in third parties including the above -referenced lease between CLWA and R. N.
Chesebrough. CITY waives any right or claim against CLWA for any cause directly
or indirectly arising out of the condition of the Premises or the improvements thereon
on the commencement of this Lease.
CITY assumes the risk of existing storm water drainage patterns on CLWA
property in any way adjacent to the Premises and will construct park facilities so that
such facilities will not be adversely impacted by the existing storm water drainage
patterns.
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CITY agrees that this Lease is subject to a reservation by CLWA of the right
to install, replace and maintain underground water pipes and appurtenant facilities
within certain areas of land identified and shown on Exhibit "B" as "Water Pipeline
Easement Reservation No. 1 " and "Water Pipeline Easement Reservation No. 2". A
three inch diameter pipeline and an eight inch diameter pipeline presently exist within
Water Pipeline Easement Reservation No. 1. Water Pipeline Easement Reservation No.
2 is for a future underground water pipeline. The location of Water Pipeline Easement
Reservation No. 2 will be considered for relocation when the CITY's construction
plans for the Premises are available. CITY further agrees that the above -referenced
reservation areas may be transferred by CLWA to others.
CLWA affirms that it is unaware of any hazardous materials or waste on the
Premises. CITY affirms that, before making any expenditures concerning the
Premises, it will at its own and sole expense conduct such studies of the Premises as
it deems reasonable and prudent to confirm the absence of hazardous materials or
waste on the Premises. If CITY at any time directly or indirectly finds any hazardous
materials or waste on the Premises, CITY shall promptly advise CLWA -- and shall
promptly meet with CLWA officials concerning the CITY's findings. CITY's sole
remedy against CLWA, in the event hazardous materials or waste are found on the
Premises, is (1) to promptly, at its own and sole expense, and with no direct or.
indirect charge or cost to CLWA, remove and properly dispose of all hazardous
materials or waste then existing on the Premises or (2) to promptly cancel this Ground
Lease on the Premises, in which event CLWA's sole obligation to CITY shall be to
refund pro -rata all prepaid rent under this Lease.
ARTICLE 2: TERM
2.01 Term: The term of this Lease shall be for fifteen (15) years,
commencing as of the 2nd day of January, 1997, and ending at midnight on the 1st
day of January, 2012, unless modified pursuant to the Lease document contemplated
by the MOU. Notwithstanding the foregoing sentence, this Lease shall terminate upon
execution by CLWA and CITY of any further Lease of the property described in the
MOU, or if CITY violates use restrictions set forth in Article 4 hereof, or otherwise as
provided in this Lease.
ARTICLE 3: RENT
3.01 Rent: The rent for said Premises shall be at the rate of: Thirty -
Three Dollars and 33 cents ($33.33) per year for the first fifteen (15) years of the
term of this Lease; and thereafter shall be as set forth in the Lease document
contemplated by the MOU, if a Lease document is entered by CLWA and CITY.
3.02 Payment of Rent: Payment of rent shall be made by CITY to
CLWA, in the amount of $33.33 per year, in advance, for the initial year's term of the
Lease.. Thereafter, during the lease term, rent shall be payable as follows: on or
before January 2nd of each succeeding year of the Lease term.
3.03 Net Lease: It is the intention of CLWA and CITY that the rent
payable hereunder to the CLWA shall be net of taxes, assessments, maintenance,
repairs, utilities, insurance premiums, and any and all other costs and expenses. From
and after the date on which the rent commences, all costs, expenses, taxes,
assessments and obligations of every kind and nature accruing to, imposed upon, or
relating to the Premises and/or any improvements thereon or appurtenances thereto,
including, but not limited to, those hereinafter expressly stated, shall be paid by CITY,
except as required to be paid by a farming operator who has leased the Premises or
any part thereof from CLWA.
ARTICLE 4: USE OF PREMISES
4.01 Use: CITY shall use the Premises to construct, operate, and
maintain a non-commercial public park and sports facility (hereinafter called "park")
on the Premises,. including parking lots, and two lane, two way, internal circulation
park access roads with a pavement width of not more than 25 feet. City shall not use
the Premises for any other purposes.
4.02 Change of Use: Commencement by the CITY of condemnation
proceedings in any way concerning the Premises or of any part thereof or direct or
indirect approval by CITY of any non -authorized use of the Premises; or any part
thereof, including use for a road in any way useful for non -park commuter purposes
shall, at the written election of CLWA, entitle CLWA, acting either through its Board
of Directors or General Manager, to terminate this Lease as to any portion of the
Premises with respect to which the CITY has commenced condemnation proceedings
and/or provided direct or indirect approval of a non -authorized use of the Premises,
or any part thereof, including specifically the non -authorized Lease use of a road in
any way useful for non -park commuter purposes. Commencement by the CITY of
condemnation proceedings shall, for purposes of this Lease, include notice by CITY
to CLWA or others of any public hearing or of any other notice by CITY to CLWA or
others that CITY intends to consider taking by eminent domain all or any portion of
the Premises. Notwithstanding any other provisions in this Lease, it is agreed that
Lease termination, if elected by CLWA, shall be effective upon completion of written
notice thereof by CLWA to CITY. (See Section 21.16 hereof.) CITY agrees, within
five (5) days thereafter, to execute any and all documents reasonably required by
CLWA to confirm termination of the affected portion of this Lease. Any such
termination by CLWA shall be presumed to be correct and proper, unless made on a
totally arbitrary and capricious basis. CLWA, upon such a termination, shall rebate
pro rata -- based on acreage and time -- any CITY rents paid. To the maximum extent
permitted by law, CITY agrees that the fair market value (1) of any property taken by
eminent domain by CITY which constitutes all or part of the Premises or (2) of any
property which is owned by CLWA and is in any way adjacent to the Premises and
will or could suffer severance or other damage on account of such taking by CITY,
shall, in each case, be valued by CITY for appraisal purposes and taken by CITY, if at
all, without reference to the burden of this Lease.
ME
4.03 Restrictions on CITY's Use: In using the Premises, CITY agrees:
A. Waste: Not to commit or allow to be committed any waste in or upon
the Premises.
B. Nuisance: Not to do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other tenants
or occupants of adjacent land or injure, or annoy them, or use or allow the Premises
to be used for any improper, immoral, unlawful or objectionable purpose. CITY shall
not cause, maintain or permit any public or private nuisance in, on, or about the
Premises.
C. Advertising: Not to use any advertising medium which may emanate
outside of the Premises, such as loud speakers, phonographs, or radio broadcasts
without CLWA's prior written consent.
D. Roadway Use: Not to construct or cause to be constructed on the
Premises any road having a paved width greater than 25 feet, nor to construct parallel
or near parallel two lane roads of any kind on the Premises.
E.: Spoil Piles: Not to permit to exist or to construct any spoil pile(s) on the
Premises.
F. Grading: Not to change the existing grade of the Premises except to
create sports fields, parking lots, and internal access roads having a width of not more
than 25 feet, and not to create any road pad which is not promptly utilized as a paved
internal circulation park access road.
G. Parking Lots: Not to construct any parking lot having, in the judgment
of CLWA, the configuration of a road, nor to convert any parking lot, once construct-
ed, into a road. (Parking lots which are long and narrow shall be presumed to have
the configuration of a road.)
H. Elevation Restriction: Not to construct any structure or improvement on
the Premises which exceeds one hundred (100) feet in height.
4.04 Comoliance with the Law: CITY shall, at its sole expense, comply
promptly with all applicable statutes, ordinances, rules, regulations, orders, or
requirements now in force or which may hereafter be in force and with the require-
ments of any board of fire underwriters or other similar bodies now or hereafter
constituted, relating to or affecting the condition, use or occupancy of the Premises.
CITY shall not use the Premises, or permit anything to be done in or about the
Premises, which will in any way conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted or
promulgated. CITY agrees to indemnify CLWA and save CLWA harmless from any
and all liability that may arise from any infringement or violation of any such statute,
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ordinance, rule, regulation, or order by CITY, its employees, and agents, or by any
other person who shall be upon the Premises with CITY's express or implied consent.
ARTICLE 5: CONDITIONS
5.01 Conditions: Before commencing any construction activity on the
Premises, CITY shall submit for CLWA's review and approval the plans and
specifications, including height of structure, the site plan, and the elevations for the
improvements which CITY wants to undertake, herein collectively referred to as the
"plans". CLWA shall approve or disapprove the plans in writing within ninety (90)
days after submission. If the plans are disapproved, CLWA shall state the reason for
its disapproval. CLWA's approval shall not be unreasonably withheld, and if CLWA
does not act within ninety (90) days after submission, the plans shall be deemed
approved. CITY shall construct park facilities only in accordance with CLWA-approv-
ed plans, or plans which are "deemed approved" pursuant to this section. CITY shall
construct a perimeter fence acceptable to CLWA which surrounds all portions of the
Premises as and when devoted to park and sports facility purposes. CITY shall be
responsible for security of the premises.- In carrying out its work, CITY shall at all
times exercise all necessary precautions for the safety and environmental protection
of the Premises, and be in compliance with all federal, state and local statutory and
regulatory requirements, including State of California, Division of Industrial Safety
(Cal/OSHA) regulations, Cal/EPA and the U. S. Department of Transportation Omnibus
Transportation Employee Testing Act (as applicable).
ARTICLE 6: ALTERATIONS AND ADDITIONS
6.01 Installation of Facility: Subject to the terms and conditions which
follow, CITY shall have the right to install multi -use sports fields, and appurtenant
structures and parking on the Premises.
CITY shall use reasonable efforts to obtain all governmental permits and
approvals required to install and operate the park.
CITY shall use reasonable efforts to obtain any new utility service which may
be required. If it is necessary to cut into any paved area, wall or other improvement,
CITY shall repair the same in a good and workmanlike manner so as to match as
nearly as practicable the surrounding area. All utility services provided to the
Premises shall be separately metered, and CITY shall pay for all utility and other
services provided or furnished to the Premises, including but not limited to electricity,
gas, and telephone charges for lines servicing the Premises.
ARTICLE 7: MAINTENANCE AND REPAIRS
7.01 Maintenance and Repairs: Except as provided in Section 1.02
hereof, CITY hereby represents that it has inspected the Premises and is fully familiar
therewith, and in making this Lease, CITY is relying on its own independent
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investigation and knowledge of the Premises and not on any statements or representa-
tions or warranties by CLWA or any agent or representative of CLWA, with respect
to the nature and character of the Premises, its physical condition, income or expense
of operation or any other matter or thing affecting or relating to the Premises, or its
suitability for the uses intended by CITY.
CITY, its agents, employees, and contractors shall have the right to enter the
park with personnel, trucks, equipment, and machinery at all hours of the day or night
of each and every day of the year for the purpose of inspecting, maintaining,
servicing, repairing, replacing, or protecting the park. CITY shall pay the costs of
these activities and protect and indemnify CLWA from all loss, cost, and liability
arising because of such activities or the exercise of such right of entry. CITY, its
officers, agents, employees, invitees, contractors, and customers shall have the non-
exclusive right to use any parking spaces developed within the .park for vehicle
parking.
CITY shall, at its sole cost and expense, keep the Premises and every part
thereof in good condition and repair at all times during the term of this Lease. CLWA
shall not be liable for any damage, loss or injury arising from CITY's failure to make
any such repairs or to perform any such maintenance; and there shall be no abatement
of rent and no liability of CLWA by reason of any injury to or interference with CITY's
business arising from the making of any repairs, maintenance, alterations or
improvements in or to any portion of the Premises or in or to fixtures, appurtenances
and equipment thereon.
ARTICLE 8: ASSIGNMENT AND SUBLETTING
8.01 Prohibition Against Assignment and Subletting: CITY shall not
transfer, assign, sublet, enter into license or concession agreements, change
ownership or hypothecate this Lease or CITY's interest in and to the Premises,
without first procuring the written consent of the CLWA. Any assignment, mortgage,
pledge, hypothecation, encumbrance, subletting, or license of this Lease, the
leasehold estate hereby created, or the Premises or any portion thereof, either
voluntary or involuntary, whether by operation of law or otherwise, without the prior
written consent of CLWA, shall be void and shall constitute a default under this Lease.
CLWA's consent shall not be unreasonably withheld, but may nevertheless be
conditioned upon the following criteria:
A. The identity, financial strength, reputation, and credit rating of the
proposed assignee, transferee or subtenant;
B. The proposed use of the Premises by the proposed assignee, transferee
or sublessee. CLWA may withhold its consent if, in its reasonable discretion, it feels
that the proposed use is not compatible with or would be detrimental to (i) the image
of the Premises and/or CLWA's adjacent property; or (ii) the use of the Premises as
a public use buffer zone as described in the MOU.
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CITY agrees to reimburse CLWA for CLWA's reasonable attorney fees and
other costs incurred in conjunction with the processing and documentation of any
such requested transfer, assignment, subletting, licensing or concession agreement,
change of ownership or hypothecation of this Lease or CITY's interest in and to the
Premises.
8.02 Liability of CITY: Notwithstanding any assignment or sublease,
CITY shall remain fully liable on this Lease and shall not be released from performing
any of the terms, covenants and conditions of this Lease.
ARTICLE 9: MECHANICS' LIEN
9.01 Mechanics' Lien: CITY agrees that it will pay or cause to be paid
all costs for materials furnished to and for work done by it or caused to be done by
it on the Premises, as permitted by this Lease. CITY will keep the Premises free and
clear of all mechanics' liens and other liens on account of work done for or materials
furnished to CITY or persons claiming under it. Upon CLWA's written request, CITY
agrees to obtain for the benefit of CLWA or CLWA's lender, performance, labor, and
materials bonds in amounts to be reasonably determined by CLWA.
9.02 Notice of Non -responsibility: The CLWA or its representatives shall
have the right at any time to go upon the Premises to post and keep posted thereon
notices of non -responsibility, or such other notices which the CLWA may deem to be
proper for the protection of the CLWA's interest in the Premises. The CITY shall,
before the commencement of any work which might result in any such lien, give to
CLWA written notice of its intention to do so in sufficient time to enable the posting
of such notices.
ARTICLE 10: EXCULPATION AND HOLD HARMLESS
10.01 Exculpation of CLWA: To the fullest extent permitted by law,
CITY agrees that CLWA shall not be liable to CITY or its employees, agents,
subtenants, or invitees or any other persons, or for their property, on any legal basis
whatsoever, and CITY waives all claims against CLWA for damage to person or
property arising for any reason or in any way with respect to CITY's Lease of the
Premises from CLWA. CLWA or its agents shall not be liable for interference with
light, air, or for any latent defect in the Premises.
10.02 Indemnification: CITY at its own and sole expense shall to the
fullest extent permitted by law indemnify and hold harmless and defend CLWA, its
directors, officers, employees, agents, consultants, or volunteers, and each of them,
from and against:
A. Any and all claims, demands, causes of action; damages, costs,
expenses, losses or liabilities, in law or in equity, of every kind and nature whatsoever
for, but not limited to, injury to or death of any person including CLWA and/or CITY,
or any directors, officers, employees, agents, consultants, and/or volunteers of CLWA
or CITY, and damages to or destruction of property of any person, including but not
limited to, CLWA and/or CITY and their directors, officers, employees,. agents,
consultants, and/or volunteers, arising out of or in any manner directly or indirectly
connected with this Lease, however caused, regardless of any negligence of CLWA
or its directors,officers, employees, agents, consultants, and/or volunteers, except
the sole negligence or willful misconduct of CLWA or its directors, officers,
employees, agents, consultants; and/or volunteers;
B. Any and all actions, proceedings, damages, costs, expenses, penalties
or liabilities, in law or equity, of every kind or nature whatsoever, arising out of,
resulting from, or on account of the violation of any governmental law or regulation,
compliance with which is the responsibility of CITY; and
C. Any and all actions, proceedings, damages, costs, expenses, penalties
or liabilities, in law or equity, of every kind or nature whatsoever, arising from any
breach or default in the performance of any obligation on CITY's part to be performed
under the terms of this Lease, or arising from any act or negligence of the CITY, or
of any officer, agent, employee, guest, or invitee of CITY.
CITY shall defend, at CITY'S own and sole cost, expense and risk, any and
all such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against CLWA or CLWA's directors, officers, employees, agents,
consultants, and/or volunteers.
CITY shall pay and satisfy any judgment, award or decree that may be
rendered against CLWA or its directors,. officers, employees, agents, consultants,
and/or volunteers, in any such suit, action or other legal proceeding. CITY shall
reimburse CLWA and its directors, officers, employees, agents, consultants, and/or
volunteers, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided.
CITY agrees to carry insurance for this purpose as set out in this Lease. (See
Article 13 of this Lease for insurance specifications and coverage.) CITY's obligation
to indemnify, hold harmless and defend shall not be restricted to insurance proceeds,
if any, received by CLWA or its directors, officers, employees, agents, consultants,
and/or volunteers.
CITY shall give prompt written notice to CLWA in case of casualty or
accidents in, on, or about the Premises. CITY, upon notice from CLWA, shall defend
CLWA at CITY's expense by counsel reasonably satisfactory to CLWA.
ARTICLE 11: SIGNS
11.01 Signs: CITY may erect, maintain, permit and from time to time
remove signs in or about the Premises; provided, however, that the signs comply with
all governmental statutes, ordinances, rules, regulations, orders and requirements, and
that CITY first obtains the CLWA's written approval to erect such signs. CITY may
in
use its sign to display any permitted trademarks, logos and service marks. Upon the
termination of this Lease, CITY shall remove all such signs in or about the Premises.
CITY shall repair any injury or damage to the Premises which may result from such
removal.
ARTICLE 12: UTILITIES
12.01 Utility Cost: In addition to the rent hereinbefore reserved, CITY
agrees to pay all charges for water, gas, heat, light, electricity, telephone, power,
garbage removal, and all other utilities and other services supplied to the Premises as
and when the charges for the same become due and payable.
12.02 Utility Connections: CITY shall pay all utility line and telephone
connection fees and hook-up charges, deposits, and any other costs for utilities or
services supplied to the Premises. CLWA shall not be liable for the supply nor for the
interruption of the supply, or stoppage or availability of any such service or utility.
The interruption or stoppage of any such service or utility shall not constitute an
eviction.
ARTICLE 13:- INSURANCE
13.01 Commercial General Liability and Automobile Liability Insurance:
CITY shall provide and maintain at its sole cost and expense, and shall keep in force
during the Lease term,the following commercial general liability and automobile liability
insurance, insuring the CLWA and the CITY against any liability arising in any way out
of this Lease and/or the ownership, use, occupancy, and maintenance of the
Premises, and all areas appurtenant thereto, as follows:
A. Coverage -- Coverage for commercial general liability and automobile
liability insurance shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage
(Occurrence Form CG 0001)
2. Insurance Services Office Form Number CA 0001 led 1/87) covering
Automobile Liability, Symbol 1 (any auto)
B. Limits -- CITY shall maintain limits no less than the following:
1. General Liability -- Five million dollars ($5,000,000) per occurrence for
death or bodily injury, and/or personal injury to one person and Two million dollars
($2,000,000) per occurrence for property damage affecting one person. Ten million
dollars ($10,000,000) per occurrence for death or bodily injury and/or personal injury
to more than one person and -Two million dollars ($2,000,000) per occurrence for
property damage to more than one person in any one occurrence. If Commercial
General Liability Insurance or other form with a general aggregate limit is used, either
the general aggregate limit shall apply to premises leased (with the ISO CG 2501 or
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insurer's equivalent endorsement provided to CLWA) or the general aggregate limit
shall be twice the required occurrence limit.
2. Automobile Liability --Ten million dollars ($10,000,000) per accident for
death or bodily injury and/or personal injury and property damage, combined single
limit.
C. Required Provisions --The general liability and automobile liability policies
are to contain, BY ENDORSEMENT, the following provisions:
1. CLWA, its directors, officers, employees, agents, consultants, and/or
volunteers are to be covered as insureds as respects: any liability arising in any way
or on any legal theory out of the Premises leased by the CITY; including liability with
respect in any way to automobiles owned, leased, hired or borrowed by the CITY.
The coverage shall contain no special limitations on the scope of protection afforded
to CLWA, its directors, officers, employees, agents, consultants, and/or volunteers
2. For any claims related to this Lease, the CITY's insurance shall be
primary insurance as respects CLWA, its directors, officers, employees, agents,
consultants, and/or volunteers. Any insurance, pooled coverage or self-insurance
maintained by the CLWA its directors, officers, employees, agents, consultants,
and/or volunteers shall not contribute to it.
3. Any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the CLWA, its
directors, officers, employees, agents, consultants, and/or volunteers.
4. The CITY's insurance shall apply separately, to each insured against
whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
5. CITY's insurance shall cover all contractually assumed CITY liability
obligations under Article 10 of this Lease.
6. Each insurance policy shall specifically state that coverage shall not be
suspended, voided, canceled by either party, reduced in coverage or in limits except
after thirty (30) days prior written notice by certified mail, return receipt. requested,
which has been actually and physically (and not constructively pursuant to Section
21.16 hereunder) received by CLWA.
Such liability insurance shall indemnify the CITY and its contractors against
loss from liability imposed by law upon, or assumed under contract by, the CITY or
its contractors for damages on account of such bodily injury (including death),
property damage, personal injury and completed operations and products liability.
Such insurance shall be provided on a policy form written by underwriters
through an agency satisfactory to CLWA, which includes a cross -liability clause, and
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covers bodily injury (including death) and property damage liability; owned and non -
owned vehicles and equipment, blanket contractual liability and completed operations
liability.
Such liability insurance shall include explosion, collapse, underground
excavation and removal of lateral support. CLWA, its directors, officers, employees,
agents, consultants, and/or volunteers shall be named as additional insureds on any
such policies. Any additional insured endorsement (ISO CG 2011 (ISO CG 2024 if
land only) or equivalent) (modified to include provision C-6 above) and a certificate of
insurance (Accord Form 25-S or equivalent), shall be provided to CLWA.
D. Deductibles and Self -Insured Retentions --Any deductible or self-insured
retention must be declared to and approved by CLWA. At the option of CLWA, the
insurer shall reduce or eliminate such deductibles or self-insured retentions.
E. Acceptability of Insurers -- Insurance is to be placed by CITY with
insurers having a current A. M. Best's rating of no less than A -:VII or equivalent,
licensed to do business in the State of California, and authorized to write such
insurance in the State of California.
13.02 Property Damage: CITY shall at its own and sole expense obtain
and keep in force during the term of this lease a policy or policies of insurance
covering loss or damage to the Premises and the improvements thereon, in the
amount of the full replacement value thereof providing protection against all perils
including within the classification of fire, extended overage, vandalism, malicious
mischief and special extended perils (all risk). The aforesaid policies shall name both
the CLWA and CITY as insureds. CITY shall provide the CLWA with a certified copy
of the aforesaid policies. If CITY shall fail to procure and maintain said insurance,
CLWA may, but at the expense of the CITY, obtain such insurance.
CITY's property insurance covering all risks of direct physical loss, damage
or destruction to real and personal property shall include explosion, collapse,
underground excavation and removal of lateral support. The District shall be named
as an additional primary insured on any such policy.
The insurer shall waive all rights of subrogation against CLWA. CITY shall
provide CLWA with a certificate of insurance for property insurance coverage and
evidence of waiver of rights of subrogation against CLWA and its directors, officers,
employees, agents, consultants, and/or volunteers.
13.03 CITY's Blanket Insurance: Notwithstanding anything to the contrary
contained within this Article, CITY's obligations to carry the insurance provided for
herein may be brought within the coverage of a so-called blanket policy or policies of
insurance carried and maintained by CITY, provided, however, that CLWA shall be
named as an additional insured thereunder as its interest may appear and that the
coverage afforded the CLWA will not be reduced or diminished by reason of the use
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of such blanket policy of insurance, and provided further that all the requirements and
specifications set forth herein are in every respect otherwise satisfied.
13.04 Notice of Cancellation: CITY agrees that on or before twenty (20)
days prior to expiration of any insurance policy, CITY will deliver to CLWA written
notification in the form of a receipt or other similar document from the applicable
insurance company that said policy or policies have been renewed, or deliver
certificates of coverage from another insurance company, meeting the requirements
of this Article 13.
13.05 Workers' Compensation: CITY and CLWA, for their respective
employees, if any, on the Premises of the park, shall carry adequate Workers'
Compensation Insurance in accordance with the laws of the State of California. By
its signature hereunder, CITY certifies that it is aware of the provisions of Section
3700 of the Labor Code which require every employer to be insured against liability
for workers' compensation or to undertake self-insurance in accordance with the
provisions of that Code, and CITY agrees to and will comply with such provisions in
connection with any work performed on the Premises. Any persons providing services
with or on behalf of CITY shall be covered by workers' compensation (or qualified self-
insurance).
CITY and its contractors shall cover or insure under the applicable laws
relating to workers' compensation insurance, all of their respective employees working
on or about the Premises, regardless of whether such coverage or insurance is
mandatory or merely elective under the law, and CITY shall defend, protect and save
harmless CLWA, its directors, officers, employees, agents, consultants, and/or
volunteers from and against all claims, suits, and actions arising from any failure of
the CITY or any contractor hired by CITY to maintain such insurance. Before
execution of the Lease, CITY. shall furnish to CLWA satisfactory proof that it has
taken out full workers' compensation insurance for all persons employed directly by
it or through contractors hired by CITY to carry out any work in any way concerning
the Premises, all in accordance with the "Workers' Compensation and Insurance Act,"
Division IV of the Labor Code of the State of California, and any Acts amendatory
thereof.
CITY shall provide employer's liability insurance in the amount of, at least,
$1,000,000 per accident for bodily injury and disease.
CITY shall provide CLWA with a certificate of Workers' Compensation and
Employer's liability insurance coverage.
13.06 Evidences of Insurance: Priorto execution of the Lease, CITY shall
file with CLWA evidences of insurance, including originals of all required insurance
policy endorsements, from an insurer or insurers certifying to the coverage of all
insurance required herein. Such evidence shall include original copies of the ISO CG
2011 or 2024 (or insurer's equivalent) signed by the insurer's representative and
certificate of insurance (Accord Form 25-S or equivalent). All evidence of insurance
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shall be certified by a properly authorized officer, agent or qualified representative of
the insurer and shall certify the names and/or capacities of the insured, and additional
insureds, the type and amount of the insurance, the location and operations to which
the insurance applies, and the expiration date.
CITY shall, upon demand of CLWA, deliver to CLWA all such policy or
policies of insurance and the receipts for payment of premiums thereon; and should
CITY neglect to obtain and maintain in force any such insurance or deliver such policy
or policies and receipts to CLWA, then it is agreed that CLWA may (but has no
obligation to) obtain and maintain such insurance, and CITY hereby appoints CLWA
its true and lawful attorney-in-fact to do all things necessary for this purpose. All
money paid by CLWA for insurance premiums under the provision of this article shall
be charged to CITY as additional rent.
CITY and CLWA agree that CLWA's receipt of insurance documents from
CITY or its insurers does not constitute CLWA's agreement that such insurance
documents are sufficient under this Lease, and that CITY is fully responsible for
supplying insurance documents and coverage in compliance with the requirements of
this Lease.
ARTICLE 14: CITY'S DEFAULT
14.01 Defaults: The occurrence of any one or more of the following events
(hereinafter called "Events of Default"), shall constitute a material default and breach
of this Lease by CITY:
A. The vacating or abandonment by CITY of the Premises, or the violation
of the provisions set forth in Sections 4.01 through 4.03 hereof.
B. The failure by CITY to make any payment of rent or any other payment
required to be made by CITY hereunder, as and when due.
C. The failure by CITY to construct within three (3) years of the commence-
ment of this Lease at least two multi -use sports fields, parking and appurtenant
facilities.
D. The failure by CITY to observe any of the covenants, conditions or
provisions of this Lease to be observed or performed by CITY, other than the
requirements of Sections 4.01 through 4.03 or payment of money, where such failure
shall continue for a period often (10) days after written notice hereof from CLWA to
CITY, provided, however, that if the nature of CITY's default is such that more than
ten (10) days are reasonably required for its cure, then CITY shall not be deemed to
be in default if it commences such cure within said 10 -day period and thereafter
diligently prosecutes such cure to completion.
E. (i) The making by CITY of any general arrangement or assignment for the
benefit of creditors; (ii) CITY becomes a "debtor" as defined in the then -applicable
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United States Bankruptcy Code (unless, in the case of a petition or order filed against
CITY, the same is dismissed within thirty (30) days); (iii) the appointment of a trustee
or receiver to take possession of substantially all of CITY's assets located at the
Premises or of CITY's interest in this Lease, where possession is not restored to CITY
within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of CITY's assets located at the Premises or of CITY's interest in this
Lease, where such seizure is not discharged within thirty (30) days.
ARTICLE 15: REMEDIES UPON DEFAULT
15.01 Termination: Upon occurrence of an Event of Default, CLWA, in
addition to any other rights or remedies available to CLWA at law or in equity or in
Section 4.02 of this Lease, shall have the right to immediately terminate this Lease
and all rights of CITY hereunder, by giving CITY written notice that this Lease is
terminated. If CLWA so terminates this Lease, then CLWA may recover from CITY
the sum of all damages incurred by CLWA by reason of CITY's default, including, but
not limited to, those provided by California Civil Code Section 1951.2.
15.02 Continuation of Lease: Should an Event of Default occur and if
CLWA does not elect to terminate this Lease, CLWA may, from time to time, without
terminating this Lease, either (i) recover all rent and other amounts payable hereunder
as they become due or (ii) relet the Premises or any part thereof on behalf of CITY for
such term or terms, at such rent or rents and pursuant to such other provisions, as
CLWA, in its sole discretion, may deem advisable, all with the right, at CITY's cost,
to make alterations and repairs to the Premises.
15.03 Re-entry: Upon an Event of Default, CLWA shall have the right,
with or without terminating this Lease, to re-enter the Premises and remove all
persons and property from the Premises, upon three (3) days' written notice of intent
to exercise CLWA's right of re-entry hereunder. Any three (3) day Notice to Quit or
similar notice under the laws of unlawful detainer shall be sufficient to satisfy this
Section. CLWA may cause any property so removed from the Premises to be stored
in a public warehouse or elsewhere at the expense and for the account of CITY..
15.04 No Constructive Termination: None of the following remedial
actions, singly or in combination, shall be construed as an election by CLWA to
terminate this Lease, unless CLWA has in fact given CITY written notice that this
Lease is terminated: Any act by CLWA to maintain or preserve the Premises; any
efforts -by CLWA to relet the Premises; any re-entry, repossession or reletting of the
Premises by CLWA pursuant to this Article; the appointment of a receiver, upon the
initiative of CLWA, to protect CLWA's interest under this Lease; or exercise of any
other right or remedy provided for herein or under applicable laws. If CLWA takes any
of the foregoing remedial actions without terminating this Lease, CLWA may
nevertheless at any time after taking any such remedial action terminate this Lease by
written notice to CITY.
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15.05 CLWA's Right to Cure: After an Event of Default, CLWA, in
addition to or in lieu of exercising any other remedies, may (but without any obligation
so to do) cure the breach underlying the Event of Default for the account and at the
expense of CITY; provided that CLWA by prior notice shall first allow CITY a
reasonable opportunity to cure, except in cases of emergency, where CLWA may
proceed without prior notice to CITY. CITY shall, upon demand, -immediately
reimburse CLWA for all costs (including costs of settlements, defense, court costs and
attorneys' fees) which CLWA may incur in the course of any such cure.
15.06 Remedies Cumulative: The rights, privileges, elections, and
remedies of CLWA herein are cumulative and no one of them shall be exclusive of the
other, and CLWA shall have the right to pursue any one or all of such remedies or any
other remedy or relief which may be provided by law, whether or not stated in this
Lease. No provision of this Article shall be deemed to limit or negate CLWA's rights
under this Lease to indemnification from CITY for any liability asserted against or
imposed upon CLWA, whether before or after termination of this Lease, which liability
is based upon matters occurring prior to the termination of this Lease.
ARTICLE 16: CLWA'S DEFAULT
16.01 CLWA's Default: CLWA shall not be in default unless CLWA fails
to perform obligations required of CLWA within a reasonable time, but in no event
later than thirty (30) days after written notice by CITY to CLWA specifying wherein
CLWA has failed to perform such obligation; provided, however, that if the nature of
CLWA's obligation is such that more than thirty (30) days are required for perfor-
mance, then CLWA shall not be in default if CLWA commences performance within
such 30 -day period and thereafter diligently prosecutes the same to completion.
ARTICLE 17: DAMAGE OR DESTRUCTION OF PREMISES
17.01 Partial Destruction: If the improvements on the Premises are
partially damaged or destroyed, or should the leasehold improvements be damaged or
destroyed by fire, casualty, or hazard, and if damage is so slight as not to interfere
substantially with the CITY's use of the Premises, then this Lease shall not terminate
but shall continue in full force and effect and there shall be no abatement of rent.
All insurance proceeds collected for destruction of the Premises shall be
promptly applied to the cost of repairs and if such insurance proceeds shall be
insufficient for such purpose, CITY shall make up the deficiency out of its own funds.
17.02 Total or Substantial Destruction: Termination of Lease: Should
there be a total or substantial destruction of the leasehold improvements so that the
Premises are rendered unusable, either party shall have the right to terminate this
Lease upon written notice within sixty (60) days after the event of total or substantial
destruction.
In the event either party elects to terminate this Lease as a result of total or
substantial destruction, then CITY shall at its own and sole expense remove all
buildings and improvements from the Premises and shall restore the same to their
original condition.
ARTICLE 18: SURRENDER OR CANCELLATION
18.01 Redelivery of Premises to CLWA: Upon termination of this Lease
for any reason, CITY shall surrender the Premises to CLWA in the same condition in
which CITY received them. CITY shall promptly discharge its obligations under this
Lease to remove trade fixtures and personal property and to repair any damage which
such removals from the Premises may cause. Any personal property of CITY which
CITY fails to remove from the Premises as of the date of termination of this Lease
shall be deemed abandoned.
18.02 Quitclaim: At the expiration or earlier termination of this Lease,
pursuant to Section 4.02 or otherwise, CITY shall execute and acknowledge and
deliver to CLWA, within five (5) days after written demand from CLWA to .CITY, any
quitclaim deed or other document required to remove the cloud of this Lease from the
title to the Premises.
ARTICLE 19: CLWA'S ENTRY ON PREMISES
19.01 CLWA and its authorized representatives shall have the right to
enter the Premises at all reasonable times for any of the following purposes:
A. To determine whether the Premises are in good condition and whether
CITY is complying with its obligations under this Lease;
B. To serve, post, or keep posted any notices required or allowed under the
provisions of this Lease;
C. After CITY has abandoned or surrendered the Premises.
CLWA shall conduct its activities on the Premises as allowed in this Section
in a manner that will cause the least possible inconvenience, annoyance, or
disturbance to CITY. CLWA shall at all times give CITY reasonable notice of CLWA's
intent to enter the Premises.
ARTICLE 20: QUIET ENJOYMENT
20.01 So long as CITY is not in default under the covenants and
agreements of this Lease, CITY shall have quiet and peaceful enjoyment of the
Premises for the entire term thereof, subject to all of the provisions of this Lease, and
CITY's rights and privileges shall not be disturbed or interfered with by CLWA.
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ARTICLE 21: GENERAL PROVISIONS
21.01 Unavoidable Delay: If either party shall be delayed or prevented
from the performance of any act required by this Lease, duetounforeseeable causes
beyond the party's control and without its fault or negligence, including, but not
limited to, acts of God, strikes, lockouts, labor troubles, inability to procure materials,
restrictive governmental laws or regulations, action or inaction by other governmental
agencies, or other similar_ magnitude causes (financial inability excepted), it is agreed
that in the event of the occurrence of any such delay, the time or times for
performance of the obligations of the party shall be extended for the period of such
delay, provided, that the party seeking the benefit of the provision of this paragraph
shall, within thirty (30) days after the beginning of any such delay, have first notified
the other party thereof in writing, and of the cause or causes thereof, and requested
an extension for the period of the delay.
21.02 Waivers: The waiver by CLWA or CITY of any breach of any term,
covenant or condition herein contained shall not be deemed.to be a waiver of such
term, covenant or condition, or any subsequent breach of the same or any other term,
covenant or condition herein contained.
The subsequent acceptance of rent hereunder by CLWA shall not be deemed
to be a waiver of any preceding default by CITY of any term, covenant or condition
of this Lease, other than the failure of CITY to pay the particular rental so accepted,
regardless of CLWA's knowledge of such preceding default at the time of the
acceptance of such rent.
21.03 Plats and Riders: Clauses, plats, riders, and addendums, if any,
affixed to this Lease are a part thereof.
21.04 Captions: The captions in this Lease are for convenience only, and
are not a part of this Lease. The captions do not in any way limit or amplify the
provisions hereof, and shall have no effect upon the construction or interpretation of
any part hereof.
21.05 Time: Time is of the essence of this Lease and each and all of its
provisions in which performance is a factor.
21.06 Successors and Assigns: All of the covenants, agreements,
conditions, and undertakings contained in this Lease shall extend and inure to, and be
binding upon, the heirs, executors, administrators, successors, and lawful, Lease -
authorized assigns of the respective parties hereto.
Nothing herein contained shall be construed to grant or confer upon any
person or persons, firm, corporation, or governmental authority, other than the parties
hereto, any right, claim, or privilege by virtue of any covenant, agreement, condition,
or undertaking contained in this Lease.
M
21.07 Recordation: Neither party shall record this Lease, but a short -form
memorandum hereof may be recorded at the request of CLWA.
21.08 Integration: This Lease contains all of the agreements and
understandings of the parties with respect to any matter mentioned herein, and
supersedes and terminates all prior and contemporaneous agreements between CLWA
and CITY with respect to the matters covered in this Lease. This Lease may be
modified in writing only, signed by the CLWA and CITY at the time of the modifica-.
tion.
21.09 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 provisions hereof.
21.10 Attorney's Fees: In the event suit be instituted by either of the
parties hereto against the other, the prevailing party shall be entitled to recover from
the other such sum as the court may deem reasonable as and for attorney's fees.
21.11 Applicable Law: This Lease is made and executed in the State of
California and the laws of the State of California shall apply in all cases.
21.12 Relationship of Parties: Nothing contained in this Lease shall be
deemed or construed by the parties or by any third person to create the relationship
of principal and agent, or of partnership, or of joint venture, or of any association
between CLWA and CITY, and neither the method of computation of rent nor any
other provisions contained in this Lease nor any acts of the parties shall be deemed
to create any relationship between CLWA and CITY other than the relationship of
landlord and tenant.
21.13 Number and Gender: In this Lease, the neuter gender includes the
feminine and masculine, and the singular number includes the plural, and the word
.'person" includes a corporation, partnership, firm or association wherever the context
so requires.
21.14 Covenants and Conditions: Each provision of this Lease
performable by CITY shall be deemed both a covenant and a condition.
21.15 Extra Expenditures: In the event the CLWA shall make any
expenditure for which CITY is responsible, then the amount thereof, together with
interest at the maximum legal rate then allowed by law, and costs, may, at CLWA's
election, be added to and be deemed part of the installment of rent next falling due.
21.16 Notices: All notices and demands of any kind which either party
may require or desire to serve on the other in connection with this Lease shall be in
writing and shall be served (as an alternative to personal service) only by registered
and not certified mail, return receipt requested, and shall be deposited in the United
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States mail with postage thereon fully prepaid and addressed to the party so to be
served as follows:
To CLWA: Castaic Lake Water Agency
27234 Bouquet Canyon road
Santa Clarita, CA 91350
Attention: Its General Manager
To CITY: City of Santa Clarita
23920 W. Valencia Boulevard
Santa Clarita, CA 91355
Attention: Its City Manager
Service of any such notice or demand so made by registered mail shall be deemed
complete and fully effective one day after mailing.
Either party may, from time to time, by notice in writing served upon the
other, designate a different mailing address or a different person to which all notices
or demands are thereafter to be addressed.
21.17 Authority: If CITY or CLWA is a corporation, trust, or general or
limited partnership, or government agency, each individual executing this Lease on
behalf of such entity represents and warrants that he or she is duly authorized to
execute and deliver this Lease on behalf of said entity.
CLWA AND CITY HAVE CAREFULLY READ AND REVIEWED THIS LEASE
AND. EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF
THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE
PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE
TERMS OF THIS LEASE EFFECTUATE THE INTENT AND PURPOSE OF CLWA AND
CITY WITH RESPECT TO THE PREMISES.
IN WITNESS WHEREOF, the parties have executed this Ground Lease the day
and year first Above written.
CLWA
Robert C. Sagehornt
Its General Manager
CITY
f By:—
I
Attest:
By:-
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EXHIBITA 0
MEMORANDUM OF UNDERSTANDING
BY AND BETWEEN THE CITY OF SANTA
CLARITA AND THE CASTAIC LAKE WATER AGENCY
RELATIVE TO THE USE OF SITE FOR
PARK AND SPORTS FACILITY PURPOSES
This Memorandum of Understanding ("MOU") is made by and
between the City of Santa Clarita ("City") and the Castaic Lake
Water Agency ("CLWA") with respect to the proposed use of a site
on CLWA property exclusively for park and sports facility
purposes. (Map of site attached.)
This MOU is made pursuant to facts, understandings and/or
assumptions of City and CLWA as follows:
• CLWA desires a "public use" buffer zone on the site.
• City desires to develop the site, at its own expense,
exclusively for park and sports facility purposes
which are compatible with CLWA's desire -for a public
use buffer zone.
• City and CLWA both desire that City commence a
community involvement process to assist in the
development of a park and sports facility Design
Development Plan.
• City and CLWA are jointly committed to an appropriate
environmental review process in which City shall serve
as lead agency -in the preparation of a park and sports
facility Design Development Plan for the site.
• City and CLWA jointly pledge to work cooperatively to
develop appropriate lease arrangements concerning the
site, subject to guidelines and objectives as set
forth in this MOU.
NOW, THEREFORE, IT IS AGREED by City -and CLWA as follows:
1. Park and Sports Facility Design Development Plan:
City shall prepare a Design Development Plan of proposed park
and sports facility improvements over the entire area of the
site. The Design Development Plan shall include phased
developments which are scheduled and budgeted for construction.
Proposed phasing of increments of park and sports facility
development shall be accomplished in a manner compatible with
maintenance of dryfarming activity on the portions of the site
not yet developed for park and sports facility purposes. All
City uses of the site shall be compatible with CLWA's security
needs for it's water treatment operations.
Page 2.
2. Environmental Review of Design Development Plan. City
shall be the lead agency in the environmental review of the
proposed park and sports facility improvements.
3. Lease of Site and Lease Provisions. The lease of the
site shall he prepared by CLWA and submitted by CLWA to City for
review and comment by City. The lease shall include all
relevant Park and Sports Facility Design Development Plan
provisions and shall be consistent with commitments made as part
of the environmental review of the Design Development Pian. The
lease is intended to include provisions as follows:
• Area Description. The lease shall include a legal
description and a map of the site.
• Term: An initial term of fifteen (15) years on the
entire site is to be provided, subject to longer terms
of lease for portions of the site upon which
substantial structures of significant value are
constructed.
• Compensation to CLWA. Consideration paid by City to
CLWA for the initial lease term shall be $1,500.00
upon lease execution, as well as compliance with all
other terms and conditions of the lease. Provisions
for compensation of CLWA beyond the initial lease term
are to be negotiated by City and CLWA.
• Development Costs Operation and Maintenance. City
to pay all development, operation and maintenance
costs associated with the park and sports facilities.
Detailed site development plans for each phase of site
improvements shall be submitted to CLWA a minimum of
three (3) months prior to construction to permit CLWA
to verify compatibility with its water treatment
operation.
• Water Use and Payments. CLWA shall have exclusive
groundwater extraction rights on the site. City shall
accordingly purchase water for use on the site from
authorized retail purveyors, and shall pay to CLWA all
facility capacity (connection) fees of CLWA at the
time of development of each phase of site
improvements.
• Perimeter Fence. City shall construct at City's
expense a perimeter fence acceptable to CLWA which
surrounds all portions of the site as and when devoted
to park and sports facility purposes. Notwithstanding
Page 3.
other provisions in the lease, all areas of the site
outside of the perimeter fence are to remain in the
Possession of CLWA or its agents for dry farming
"buffer use" purposes, except for a row of trees along
the westerly edge of the: site which shall be
maintained by the City beginning with the commencement
of the initial lease term.
• Utilities and P'ODertV Access. All utilities are to
be underground. CLWA shall reserve in the lease all
rights of way or other property interests reasonably,
needed by CLWA for ultimate development of all
remaining CLWA property.
• Liability and Insurance. City shall indemnify, hold
harmless and insure the interests of CLWA with respect
to the site.
• Joint Recognition. A monument sign at the entrance to
the site shall recognize the cooperation of City and
CLWA with respect to the park and sports facilities.
The name of the park.shall be acceptable to CLWA.
• Commercial Activity. Commercial activity is not to be
permitted on the site, except as mutually agreed by
City and CLWA as being compatible with park and sports
facility purposes. A negotiated percentage of any
commercial revenue shall be paid by City to CLWA as
additional rent.
4. Sewer Service Master Plan. CLWA shall prepare a storm
and sanitary sewer master plan for the entire ownership of
CLWA's land, and shall identify land areas to be reserved for
storm and for sanitary sewers and/or leach fields within the
site. City shall incorporate this storm and sanitary sewer
master plan into the planning of its park and sports facility
master plan. CLWA and City shall share sewer service
construction costs on the site in proportion to the capacity
required by each.
S. Untreated And/or Reclaimed Water Master Plan. CLWA
shall prepare a feasibility study on immediate and longer term
use of untreated and/or reclaimed water within the site. City
shall design park and sports facilities to permit use of
untreated and/or reclaimed water, and shall use untreated and/or
reclaimed water on the site to the maximum extent legal and
feasible when available.
Page 4..
6. Traffic Signal. Except for any reasonable time
extensions granted by City to its signal light construction
contractor, City shall within six (6) months of the commencement
of the initial lease term install—a traffic signal at the
current site entrance road which connects with Bouquet Canyon
Road unless through the warrant process the City determines it
is not legally possible or permissible to install said traffic
signal.
7. Value of Property. City and CLWA shall agree upon the
minimum value of the fee interest of CLWA in the leased area,
and City shall not acquire that fee interest, if at all, except
for a sum not less than that value, subject to'escalations as
negotiated by City and CLWA unless such acquisition is agreed to
by both City and CLWA.
DATED: December 11, 1995
o AnneDarcy, Mayor
CITY OF SANTA CLARIT
1.2
William. C. Cooper, Ptesident
CASTAIC LAKE WATER AGENCY
ATTEST:
Gri dey, City C1 k Anda J. leming, ecreta
OF SANTA CLARITA/�-/��� CASTAIC TCE WATER AGENCY
APPROVED AS TO FORM:
RADIUS.
DELTA,
From PointA.Cl
11.00,
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34.8T
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64*04'17'
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C31
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37.OT
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C38
15.00,
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153*2235*
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159.26'
71*33'26*
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}
NO SQALE
SOURCE: RATRTAY & ASSOCIATES INC.
R & A NO. 6495
11/15/95
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PHASE 1 PARK
34.22 ACRES
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COO
A CORNERS AS SHOWN IN UAP FILED W BOOK 121; PACE 45.
OF RECORD OF SURVEYS IN DHE OFFICE OF THE COUNTY
RECORDER OF THE COUNTY OF LOS ANGELES. SLATE OF CALIFORNIA
lan'
R - 1560.00
L - 287.23
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e K 427961.e2
E 4129749.11
Kennedy/Jenks Consultants
CLWA — CITY OF SANTA CLARITA
EXHIBIT B TO
PHASE 1 PARK LEASE
JANUARY 1997
FEB_-04'91(TUE) 18:08
CLWA
TEL:8052911610
AMENDMENT NO. 1 TO
GROUND LEASE BY AND BETWEEN
THE CITY OF SANTA CLARITA
AND THE CASTAIC LAKE WATER AGENCY
RELATIVE TO PHASE 1 OF A PROPOSED
PARK AND SPORTS FACILITY PROJECT
OF THE CITY OF SANTA CLARITA
P. 004
This Amendment No. 1 to the Ground Lease by and between the City of Santa
Clarita and the Castaic Lake Water Agency relative to. Phase 1 of a proposed Park and
Sports Facility Project of the City of Santa Clarita is made as of this 4th day of
February, 1997, as follows:
All references in Article 4 (generally concerning "Use of Premises") to "25
feet" are hereby deleted, and "36 feet" is hereby substituted therefor in
every instance.
2. Article 4 (generally concerning "Use of Premises") is hereby amended by
deleting "condition," from line 5 thereof,
3. Article 10 (generally concerning "Exculpation and Hold Harmless") is
hereby amended as follows:
(a) Section 10.01 is hereby amended by adding language at the end
of the first line thereof, after the words "by law," as follows:
"and except as provided by Section 10.02 A herein," -- and then
continue with the remainder of the sentence.
(b) Section 10.02 A. is hereby amended by deleting the words
"regardless of any negligence of CLWA or its directors, officers,
employees, agents, consultants, and/or volunteers, exceptthe sole
negligence or willful misconduct of CLWA or its directors, officers,
employees, agents, consultants, and/or volunteers;" and substitut-
ing therefor the words "regardless of (i) any passive negligence or
(ii) any negligence in any way concerning plan approval and/or
deemed approval under Article 5 and/or (iii) any liability related to
more ownership of the Premises of or by CLWA or its directors,
officers, employees, agents, consultants, and/or volunteers, with
the exception of that portion of any judgment, award or decree
that Is specifically in the judgment, award or decree found to be
based upon the sole or active negligence and/or wilful misconduct
of CLWA or its directors, officers, employees, agents, consultants
and/or volunteers;".
(c} At the end of the first full paragraph following Section 10.02 C.,
after the word "volunteers.", a new sentence is added as follows:
"Notwithstanding the foregoing sentence, CITY to the fullest
FEB: 04'971TUE1 18:08 CLWA TEL:8052971610 P.005
extent permitted by law shall also defend at its own and sole cost,
expense and risk all lawsuits, actions or other proceedings brought
or instituted against the parties listed in the preceding sentence for
which CITY is specifically excluded from having any indemnifica-
tion and/or hold harmless obligation under Section 10.02 (A)
hereof."
(d) At the and of the second full paragraph following Section 10.02
C., after the words "herein provided.", a new sentence is added
as follows:. "Notwithstanding the foregoing two sentences, CITY
shall have no obligation to pay or satisfy any judgment, award or
decree or to make any reimbursements concerning liability that is
specifically excluded from the indemnification and hold harmless
obligations of Article 10, section 10.02 A. of the Lease."
(e) In line 4 of the third full paragraph following Section 10.02 C.,
after the words "received by", add the words "or paid for the
benefit of -- and then continue with the remainder of the
sentence.
4. Article 21.17 (generally concerning "Authority") applies to this Amend-
mey t No. 1.
CLWA // CITY
Robert C. SagehoreG
Its General Manager
-2-
By:
Attest:
By:
Its