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HomeMy WebLinkAbout2001-07-10 - AGENDA REPORTS - PROPOSED MALL EXPANSION (2)CITY OF SANTA CLARITA AGENDA REPORT NEW BUSINESS DATE: July 10, 2001 City Manager Approval: Item to be presented by: Steve Stark SUBJECT: PROPOSED MALL EXPANSION — PUBLIC/PRIVATE PARTNERSHIP DEPARTMENT: Administrative Services RECOMMENDED ACTION City Council authorize staff to enter into an agreement to initiate a publiclprivate partnership agreement, which will include a sales tax -sharing plan between the City of Santa Clarita and the owner of the Valencia Town Center, Newhall Land, related to the expansion and improvement of the Valencia Town Center Mall. At the April 17, 2001 City Council Study Session, a proposal from representatives of the Valencia Town Center Mall was made to the Council to explore the financial feasibility of expanding and improving the Mall to accommodate additional tenants. By doing this, both the City and the Valencia Town Center Mall agree that public improvements such as parking structures will need to be added. As a result, Council gave staff direction to explore whether this proposal would be feasible and would mutually benefit the City and the Town Center Mall. Subsequently, the City has received a draft agreement from Newhall Land and the Valencia Town Center regarding a proposed self -funding, tax -sharing plan for initiating the Town Center Mall expansion. An agreement would need to be in place in order to provide public financing as a component of their development project. Additionally, the Administrative Services Department has met with representatives of the Valencia Town Center and reviewed some conceptual drawings, depicting where new department stores might be located around the Mall, so that additional parking structures can be accommodated. A recent study indicates that there is an approximately $250 million "leakage" that occurs with higher end department store purchases from Santa Clarita. This economic development opportunity will assist the local economy and City by encouraging residents to shop in the City. By having a wider selection of upscale department and specialty stores, residents will not have to shop in other areas of Los Angeles County, thus keeping sales tax dollars from escaping the City. The City needs to continually attract a new upscale market pl Agenda Item -P.3--r that currently does not exist in the Santa Clarita Valley, in order to retain future sales tax dollars and prevent future mall competitors outside the City boundaries After reviewing the draft agreement, staff is recommending that the City Council authorize the City Manager to enter into an agreement that will assist both parties in meeting their mutual goal of building a strong economy in the Valley for long-term enhanced sales tax to the City. The following is the draft agreement that the City staff received and is recommending: • Mall expansion will take place over a continuous five-year period. • The City will agree to partner in funding public improvements by providing 50% of future sales tax revenues from new anchor tenants occupying new space. (No existing Mall sales tax revenue will be used.) • The City will provide 50% of sales tax revenues from any replacement anchor tenants, to the extent that they are in excess of the sales tax revenues from the previous anchor tenant. • The City will provide 50% of sales tax revenues from new upscale Mall tenants in new or expanded Mall space. • The terms of the sales tax -sharing agreement will be for 25 years. • The City and the Valencia Town Center agree that public improvements, such as parking structures, will be needed. • If the new tenants and re -tenants do not generate increased sales tax, the City will not share sales tax (performance based). By authorizing the City Manager to enter into an agreement with the Valencia Town Center Mall, the City will be committing to a financial plan that does not obligate the City, other than the tax amount that is earned by the new businesses in the expansion plan. Under this agreement, no funds will be required of the City to finance this project up front. The City will contribute on a long-term basis over a 25 -year period, as indicated above. The draft agreement will help the City's overall economic development efforts, as we plan on new businesses contributing to the City's sales tax base. Keyser Marston Associates, Inc. (KMA) has identified in a study for the City six specific benefits to the City of Santa Clarita and the Valencia Town Center Mall: • Significantly increased and more stable sales tax. • Significantly reduced sales leakage outside the Santa Clarita Valley. 0 Expansion of existing trade area for the Mall outside the Santa Clarita Valley. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. AGREEMENT RE OPERATING COVENANT AND RESTRICTIVE COVENANTS This AGREEMENT RE OPERATING COVENANT AND RESTRICTIVE COVENANTS (the "Agreement") is entered into this day of 2001, by and between the CITY OF SANTA CLARITA, a municipal corporation ("City") on the one hand and THE NEWHALL LAND AND FARMING COMPANY, a California limited partnership ("Newhall") and VALENCIA TOWN CENTER ASSOCIATES, L.P., a California limited partnership ("Valencia") on the other hand, (Newhall and Valencia are sometimes collectively referred to herein as "Developers") with reference to the following facts: A. Valencia is the owner of the Valencia Town Center ("VTC") and Newhall is the owner of certain property adjacent to VTC (the "Property") both located in the City of Santa Clarita, County of Los Angeles, State of California as depicted on the diagram attached hereto as Exhibit A and incorporated herein by reference. The legal descriptions of the Property is attached hereto as Exhibit B and incorporated herein by reference. B. The City has found that: (1) it is of benefit to the City and its citizens to encourage the development of the Property through the VTC Expansion (as defined below) and/or the Retenanting (as defined below), and (2) that the imposition of certain operating covenants and restrictive covenants upon the Property and the Retenanted Portion (as defined below) constitutes a valid public purpose, and therefore the City desires to obtain such operating covenants and restrictive covenants on the Property and the Retenanted Portion and, subject to the terms hereof, Newhall and Valencia are each willing to enter into and be bound by such operating covenants and restrictive covenants with respect to the Property and the Retenanted Portion, respectively. C. In consideration for Developers' agreement to be bound by such operating covenants and restrictive covenants and subject to the completion of Retenanting and/or the VTC Expansion, the City has agreed to make certain payments to the Developers. The City and Developers agree that the amount of each payment required to be made by the City hereunder is a fair exchange for the LA71784.2 DOCSOC\820794v3\29999.0000 consideration actually furnished pursuant to this Agreement by Developers during each fiscal year of the City in which payment is made, that each payment to be made by the City hereunder has been calculated so that it will not exceed the resources available to make such payment, and further that in no event shall the City be immediately indebted to Developers for the aggregate payments herein provided. D. The purpose and intention of the City in making the transfers to Developers is solely to induce Developers to develop and operate, or cause to be developed and operated the Retenanting and/or VTC Expansion so as to further the well-being and safety of the citizens at large, the enhancement of local employment and the expansion of its tax revenue base. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows: 1. Definitions. The following terms used in this Agreement have the following meanings: "Anchor Space" means the Shop Space located in VTC which is presently occupied by Edwards Theaters and "Base Sales Tax Revenues" means, as to each Shop Space, the Sales Tax Revenue generated by the operation of a business in or from that Shop Space during the twelve (12) month period immediately preceding the occupancy of that Shop Space by an Operator. "Covenant" means, collectively, the terms and agreements set forth in Paragraph 1 of this Agreement. "Expansion/Retenanting Period" means the period ending on the fifth (5th) anniversary of the date of this Agreement. "Net New Sales Tax Revenues" means annual Sales Tax Revenues in excess of the Base Sales Tax Revenues. "Operator" means any person or entity which operates a Taxable Business. "Operating Period" means each period of twenty-five (25) consecutive years commencing on the date when a Taxable Business first begins operating in or from a Shop Space. "Retenanting" means the addition of a Taxable Business or Taxable Businesses to the Anchor Space and the addition of a Taxable Business or Taxable Businesses to the Retenanted Portion during the Expansion/Retenanting Period. "Retenanted Portion" means the Anchor Space plus not to exceed seventy-five thousand (75,000) rentable square feet of VTC as designated in writing from time to time by Valencia to City during the Expansion/Retenanting Period; provided, that once a designation of rentable square feet is made by Valencia to City, such designation may not be changed. "Sales Tax Revenues" means that portion of taxes derived and received by the City, and legally available for unrestricted use by the City's General Fund, from the imposition on any Taxable 2 w,7nsa.2 DOCsoC\820794v3\29999.0000 Business of the Bradley Bums Uniform Local Sales and Use Tax Law, commencing with Section 7200 of the California Revenue and Taxation Code, as now or hereafter amended, or as hereafter replaced by any successor or replacement law having the equivalent or substantially the same purpose. "Shop Space" means any area, shop space or other premises (whether or not free standing and as the same may be configured or reconfigured from time to time during the Operating Period applicable to such Shop Space) located in the VTC Expansion or the Retenanted Portion. "Taxable Business" means a business engaged in the sale or rental of goods and merchandise and/or the provision of services which commences operation in or from a Shop Space during the Expansion/Retenanting Period and also means and includes any such business which subsequently operates in or from the same Shop Space during the Operating Period applicable to such Shop Space. "VTC Expansion" means the development of the Property through the addition of one or more Taxable Businesses during the Expansion/Retenanting Period. 2. Operating Covenant and Restrictive Covenants. a. Operating Covenant. Newhall, with respect to the VTC Expansion, and Valencia, with respect to the Retenanting shall each use good faith, commercially reasonable efforts to complete or cause the completion of the Retenanting and/or VTC Expansion as the case may be within the Expansion/Retenanting Period. b. Restrictive Covenants. Until the end of the last Operating Period, Newhall shall keep and maintain the Property and Valencia shall keep and maintain VTC, including, without limitation, the Retenanted Portion, in good order and repair and safe condition, and in a clean, sanitary, and orderly condition free from debris, graffiti and waste materials consistent with comparable retail operations and in compliance with all applicable laws, rules and regulations of all governmental authorities having jurisdiction 3. Consideration. a. Consideration. In consideration for Newhall's and Valencia's agreement to be bound by the Covenant, and subject to Newhall's and Valencia's compliance with the Covenant, City agrees to pay to Newhall an amount equal to fifty percent (50%) of the Sales Tax Revenues of each Operator which is a result of the VTC Expansion and to Valencia an amount equal to fifty percent (50%) of the Net New Sales Tax Revenues of each Operator which is a result of Retenanting, in each case during the Operating Period applicable to the Shop Space occupied by the applicable Operator. The amounts due hereunder shall be payable from any source of funds legally available to City. The determination of the source of funds shall be in the sole and absolute discretion of the City. In this regard, Developers acknowledge that City is not making a pledge of Sales Tax Revenues, or any other particular source of funds; the definitions of Sales Tax Revenues and Net LA7t78a.2 DOCSOC\8207903\29999.0000 New Sales Tax Revenues, as used herein, are used merely as a measure of the amount of payment due hereunder and as a means of computing the consideration for this Covenant. Payments due by City to Newhall and/or Valencia hereunder shall be made semi-annually, on or before February 1st , and August 1st of each year during the payment period set forth herein. With respect to the Sales Tax Revenue and/or Net New Sales Tax Revenues calculations, the amount of the payment due on each such payment date shall be based upon the total Sales Tax Revenues and/or Net New Sales Tax Revenues received by City (less any State Board of Equalization adjustments that would have modified previous payments to the Developers) during the applicable preceding semi-annual period (for sales occurring during the months of April through September — February 1st payment and for the months of October through March — August 1st payment) as provided by the State Board of Equalization and as confirmed by the report furnished by the City's sales tax consultant. In the event that the last payment due hereunder covers less than a full semi-annual period, the amount of Sales Tax Revenues and/or Net New Sales Tax Revenues for said partial semi-annual period shall be calculated by multiplying the total Sales Tax Revenues and/or Net New Sales Tax Revenues for the entire semi-annual period (assuming that either Newhall or Valencia was entitled to receive Sales Tax Revenues and/or Net New Sales Tax Revenues for the semi-annual period) by a fraction in which the numerator equals the number of days in such semi- annual period included within the period of City's payment obligation and in which the denominator equals the total number of days in the semi-annual period with respect to taxes paid by each Operator pursuant to the Bradley Burns Uniform Local Sales and Use Tax Law. With respect to Sales Tax Revenues and/or net New Sales Tax Revenues generated prior to the end of the applicable Operating Period but received by the City of Santa Clarita and legally available for unrestricted use by the City's General Fund thereafter ("After Received Sales Tax"), Newhall and Valencia shall each be entitled to receive an amount equal to fifty percent (50%) of such After Received Sales Tax in the manner described in the first paragraph of this subparagraph a. b. No Acceleration. It is acknowledged by the parties that any payments by the City provided for herein may only be paid in those periods in which either or both of the Developers are in compliance with the Covenant provided for herein. Therefore, the failure of the City to make any payments required by Paragraph 3.a shall not cause the acceleration of any future payments by the City to Newhall and/or Valencia, as the case may be, beyond the date of such default; provided, that such failure shall constitute a default by City hereunder which entitles Newhall and/or Valencia, as the case may be, to exercise their rights and remedies hereunder. 4. Defaults and Remedies. In the event of any default under the terms of this Agreement, the nondefaulting party shall give written notice to the defaulting party. The defaulting party shall commence and diligently thereafter pursue the curing of said default within thirty (30) days after receipt of notice of such default; provided, however, if such a cure cannot reasonably be completed within such thirty (30) day period, such failure shall not be a Default so long as such party promptly commences a cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. Failure to cure, as specified above, shall be a "Default" hereunder. Except as provided in the paragraph immediately below, nothing herein is intended to limit or restrict whatever specific performance or other equitable remedies either party may have in accordance with applicable law. In the event of Default by Newhall and/or Valencia and without seeking judicial relief the following shall occur (the "Nonjudicial Remedy"): Newhall's and/or Valencia's right to receive Sales Tax Revenues and/or Net New Sales Tax Revenues, as the case may be, during the 4 LA7t784.2 DOCS00820794v3\29999.0000 period that any Operator whose retail sales generate Sales Tax Revenues and/or Net New Sales Tax Revenues is not operating shall be suspended until such Operator or a different Operator reopens or opens, as the case may be, at which point the Operating Period shall recommence. In no such event shall the term of the Operating Period be extended. In the event of a Default by any party, in addition to the City's right to pursue the Nonjudicial Remedy, the sole and exclusive remedy in connection with such Default shall be to seek the specific performance or other equitable relief with respect to the defaulting party's obligations under this Agreement. In no event shall any party be entitled to seek monetary damages against any other party, excepting only, the right to seek an accounting respecting payments by the City pursuant to Paragraph 3.a. Notwithstanding anything herein to the contrary, (i) neither the failure by Newhall to cause the VTC Expansion and/or the failure of Valencia to cause the Retenanting following the exercise of good faith, commercially reasonable efforts nor Newhall's and/or Valencia's inability through the exercise of good faith, commercially reasonable efforts to find a replacement Operator for an Operator that agrees to operate, shall constitute a default hereunder and (ii) the rights and obligations of Newhall and Valencia hereunder are independent of each other. 5. Transfers and/or Assignment of Agreement. a. Permitted Transfers. This Agreement may be transferred and/or assigned in whole, but not in part, by Newhall and/or Valencia without approval by City but only in conjunction with the conveyance or transfer of the VTC and/or Property, or any part of either. b. Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon the Developers and their permitted successors and assigns. Whenever the terms "Developers," "Valencia" or "Newhall" are used in this Agreement, such terms shall include any successors and assigns as herein provided. 6. Notices. All notices under this Agreement shall be given in writing by personal delivery (including by commercial delivery service), or by certified mail or registered United States Mail, return receipt requested, postage prepaid, or by facsimile and shall be deemed communicated when received if given by personal delivery or upon receipt or rejection if mailed as provided above or upon receipt by facsimile on a business day during business hours in the location where received, and if not then on the next business day, as the case may be. Personally delivered and mailed notices shall be addressed as set forth below, but either party may change its address by giving written notice thereof to the other in accordance with the provisions of this article: CITY: City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, California 91355 Attn: City Manager with copy to: Carl K. Newton, Esq. Burke, Williams & Sorensen, LLP 611 West Sixth Street, Suite 2500 Los Angeles, California 90017 LA71784.2 DOCSW820794v3\29999.0000 DEVELOPERS: The Newhall Land and Farming Company 23823 Valencia Boulevard Valencia, California 91355 Attn: cc: Valencia Town Center Associates, L.P. 23823 Valencia Boulevard Valencia, California 91355 Attn: cc: 7. Miscellaneous. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings written and oral. This Agreement may not be modified or amended except in a writing signed by all parties hereto. In the event any litigation is necessary to enforce or interpret any provisions of this Agreement, the prevailing party in such litigation shall be entitled to recover its court costs and attorneys' fees. 8. Public Financing. The City shall cooperate with the Developers in issuing tax exempt or taxable debt to finance public improvements associated with the Retenanting and/or VTC expansion provided that the City shall not incur any obligations in connection therewith beyond the obligation of City under this Agreement. 9. Indemnity. Newhall and Valencia shall each indemnify, defend, protect, and hold harmless the City and its elected and appointed officials, officers, employees, agents and representatives from and against any and all third party claims, losses, proceedings, damages, causes of action, liability, costs and expenses (including reasonable attorneys' fees) which they, or any of them, may suffer or incur arising from or in connection with or caused by (i) any act, omission or negligence of Newhall or Valencia, as the case may be, or any lessee of Newhall or Valencia, as the case may be, or its or their respective contractors, licensees, invitees, agents, sublessees, servants or employees, wheresoever on or adjacent to the Property or VTC, as the case may be, that the same may occur; and (ii) any use of the Property or VTC, or any accident, injury, death or damage to any person or property occurring in, on or about the Property or VTC, or any part of the Property or VTC or from the conduct of the business of Newhall or Valencia, as the case may be, or from any activity, work or thing done, permitted or suffered by Newhall or Valencia or their respective sublessees, contractors, licensees, servants, employees, or invitees, in or about the Property or VTC, as the case may be (other than to the extent arising as a result of the City's negligence or willful misconduct). The provisions of this Paragraph 9 shall not apply to any action brought by any third party challenging the validity or implementation of the Agreement or any provision hereof other than this Section 9. 10. Construction. The parties agree that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendments or exhibits to this Agreement. 11. Police Power. Nothing contained in this Agreement shall be deemed to limit, restrict, amend or modify, or to constitute a waiver or release of, any ordinances, notices, orders, LA71784.2 DOCSOC\820794v3U9999.0000 rules, regulations or requirements (now or hereafter enacted or adopted and/or as amended from time to time) of the City, or their departments, commission, agencies and boards and the officers of the City, including without limitation, any general plan or any zoning ordinances, or any of the City's duties, obligations, rights or remedies thereunder or pursuant thereto or the general policy powers, rights, privileges and discretion of the City in the furtherance of the public health, welfare and safety of the inhabitants of the City, provided, however, that the City agrees not to take any action to frustrate or hinder the intent or effect of this Agreement. 12. Force Majeure. Time for performance hereunder shall be extended by any period of delay caused by circumstances beyond the reasonable control of the party claiming the delay despite the party's diligent efforts, other than financial ability, provided the party claiming the delay provides written notice to the other party within a reasonable period following commencement of any such circumstances which circumstances shall include, without limitation, fire/casualty losses; strikes; litigation; unusually severe weather; inability to secure necessary labor, materials, or tools; environmental remediation, including governmental review and processing of environmental remediation; delays of any contractor, subcontractor, or supplier; delay caused by the other party; and acts of God (collectively, "force majeure"). 13. Interpretation. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association where the context so requires. 14. Authority to Execute. The person or persons executing this Agreement on behalf of Newhall and Valencia each warrant and represent that they have the authority to execute this Agreement on behalf of their limited partnership and warrant and represent that they have the authority to bind the Newhall or Valencia, as the case may be, to the performance of its obligations hereunder. 15. Warranty Against Payment of Consideration for Agreement. Newhall and Valencia each warrant that it has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys. 16. Release of City Officials. No elected or appointed member, official, officer, agent, employee, consultant, or attorney of the City shall be personally liable to Newhall and/or Valencia, or any successor in interest of Newhall and/or Valencia, in the event of any Default or breach by the City or for any amount which may become due to Newhall and/or Valencia or their successors, or on any obligations under the terms of this Agreement. Newhall and/or Valencia each hereby waive and release any claim each may have personally against the elected and appointed members, officials, officers, agents, employees consultants, or attorneys of the City with respect to any default or breach by the City or for any amount which may become due to Newhall and/or Valencia or their successors, or on any obligations under the terms of this Agreement. Newhall and/or Valencia each make such release with full knowledge of Civil Code Section 1542, and each hereby waives any and all rights thereunder to the extent of this release. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." i..a7na4.2 DOCS008207940\29999.0000 17. Headings. The headings to the paragraphs of this Agreement have been inserted for convenience reference only and shall not to any extent have the effect of modifying, amending or changing the expressed terms and provisions of this Agreement. 18. Venue. In the event of any litigation under this Agreement, all such actions shall be instituted in the Superior Court of the County of Los Angeles, State of California, or in an appropriate municipal court in the County of Los Angeles, State of California. 19. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 20. Successors and Assigns. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the City and the Developers and their successors and assigns as the case or context may require. 21. No Joint Venture. Nothing contained in this Agreement shall be construed to render the City in any way or for any purpose a partner, joint venturre, or associated in any relationship with Developers, nor shall this Agreement be construed to authorize any Party to act as agent for the other. 22. Waiver. The waiver by the City, or the Developers of any breach by the other Party of any term, covenant, or condition in this Agreement 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. Any party's acceptance of any performance by the other party after the due date of such performance shall not be deemed to be a waiver by any party or any preceding breach by the other party of any term, covenant, or condition of this Agreement, regardless of such Party's knowledge of such preceding breach at the time of acceptance of such performance. 23. Counterparts. This Agreement may be executed and acknowledged in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one (1) Agreement, binding on the parties hereto. 24. Recordation of this Agreement. This Agreement shall be recorded with respect to the Property concurrently with the issuance of building permits for the construction of the VTC Expansion and recorded with respect to the Retenanted Portion upon the opening for business of the first Operator thereon. Thereafter the parties shall cooperate in reasonable requests to remove of record the Agreement, or portions thereof that have been fully performed. 25. Attorneys' Fees. In the event that suit is brought for the enforcement of this Agreement or, as of the result of any alleged breach hereof, the prevailing party or parties in such suit shall be entitled to recover their reasonable attorneys' fees from the losing party or parties, and any judgment or decree rendered in such proceeding shall include an award thereof. 26. Nonrecourse to Related Parties. If Newhall and/or Valencia breach this Agreement, no claim may be made by City against any partner, officer, director, agent, employee, shareholder, unit holder, affiliate or attorney of Newhall and/or Valencia or any of its respective partners (individually and collectively, the "Related Parties") and no Related Parties shall have any personal liability to City for any damages, including, without limitation, any special, indirect, consequential or punitive damages, in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transaction contemplated by this Agreement or any act, omission or event occurring in connection therewith. City hereby waives, releases and agrees not to LA71764.2 8 DOCS00820794v3\29999.0000 sue the Related Parties on any claim for any such damage, whether or not accrued and whether or not known or suspected to exist in its favor. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above. CITY: THE CITY OF SANTA CLARITA Dated: By. , Mayor ATTEST: APPROVED AS TO FORM: By: By. City Clerk City Attorney DEVELOPERS: VALENCIA TOWN CENTER ASSOCIATES, L.P., a California limited partnership By: The Newhall Land and Farming Company, a California limited partnership, By: Newhall Management Limited Partnership, a California limited partnership, its Managing General Partner By: Newhall Management Corporation, a California corporation, its Managing General Partner By:, Its: By:. Its: [Signatures Continued on Page 10] LA71784.2 DOCSOOS20794OV9999.0000 THE NEWHALL LAND AND FARMING COMPANY, a California limited partnership 0 10 LA71784.2 DOCSOC\820794v3\29999.0000 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, , Notary Public, (Print Name of Notary Public) personally appeared ❑ personally known to me -or- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Of Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) DOCSOC\820794v3\29999.0000 DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Date Of Documents Signers) Other Than Named Above STATE OF CALIFORNIA COUNTY OF ORANGE On before me, personally appeared ❑ personally known to me -or- ss. (Print Name of Notary Public) Notary Public, ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Of Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Persons) or F,ntity(ies) DOCSOC\820794v3\29999.0000 DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents Signer(s) Other Than Named Above STATE OF CALIFORNIA COUNTY OF ORANGE On personally appeared before me, ss. (Print Name of Notary Public) Notary Public, ❑ personally known to me -or- E] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Of Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Ennty(ies) DOCSOC%20794v3\29999.o000 DESCRIPTION OF ATTACHED DOCUMENT Tine Or Type Of Document Number Of Pages Date Of Documents Signer(s) Other Than Named Above EXHIBIT A DIAGRAM OF VTC AND PROPERTY [To be inserted] A-1 DOCSOC1820794v3\29999.0000 EXHIBIT B LEGAL DESCRIPTION OF PROPERTY [To be inserted] B-1 DOCSOC\820794v3\29999.0000