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HomeMy WebLinkAbout2011-03-15 - RESOLUTIONS - REAL PROPERTY TRANSFER (3)' RESOLUTION RDA 11-4 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING A REAL PROPERTY TRANSFER AND COOPERATIVE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA FOR CERTAIN REAL PROPERTY OWNED BY THE REDEVELOPMENT AGENCY WHEREAS, the City Council of the City ("City Council") has adopted Redevelopment Plans (each individually, a "Redevelopment Plan"; and collectively, the "Redevelopment Plans") for the Newhall Redevelopment Project Area ("Project Area");and WHEREAS, pursuant to the California Community Redevelopment Law (California Health and Safety Code Section 33000, et M.) ("Redevelopment Law"), the Redevelopment Agency of the City of Santa Clarita ("Agency") is undertaking a program to redevelop the Project Areas; and WHEREAS, pursuant to Section 33430 of the Redevelopment Law, a redevelopment agency may, within the survey area or for purposes of redevelopment, sell, transfer, assign or otherwise dispose of any real or personal property or any interest in property; and WHEREAS, the Agency owns the fee interest in each of the real properties (each individually, a "Property"; and collectively, the "Properties") and is the landlord in certain leases on the Property, all as described in Exhibit A of the Real Property Transfer and Cooperative Agreement attached hereto as Exhibit 1 and incorporated herein by reference (the "Agreement'); and WHEREAS, pursuant to Section 33205 of the Redevelopment Law, a redevelopment agency is authorized to delegate to a community any of the powers or functions of the agency with respect to the planning or undertaking of a redevelopment project in the area in which such community is authorized to act, and such community is authorized to carry out or perform such powers or functions for the redevelopment agency; and WHEREAS, pursuant to Section 33220(g) of the Redevelopment Law, any public entity, for the purpose of aiding and co-operating in the planning, undertaking, construction, or operation of redevelopment projects located within the area in which such public entity is authorized to act, may, with or without consideration, acquire land in a project area from a redevelopment agency for redevelopment in accordance with the redevelopment plan for such project area; and ' WHEREAS, pursuant to Section 33220(e) of the Redevelopment Law, a redevelopment agency may enter into agreements with any public entity respecting any action to be taken pursuant to any of the powers granted by the Redevelopment Law or any other law (and such agreement may extend over any period, notwithstanding any law to the contrary); and , WHEREAS, the City of Santa Clarita ("City") desires to aid, and cooperate with, the Agency in the planning, undertaking, construction and operation of redevelopment projects, and in that regard the Agency has determined to convey the Properties to the City and to delegate to the City the powers and functions of the Agency with respect to the planning and undertaking of redevelopment projects in accordance with the Redevelopment Plans, and the City has determined to accept the conveyance of the Properties and the Agency's delegation of its powers and functions and in that regard, the Agency and City wish to enter into the Agreement; and NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Agency hereby finds that it can be seen with certainty that there is no possibility that the approval of the Agreement may have a significant effect on the environment. The approval of the Agreement does not authorize construction and will not result in a direct or indirect physical change in the environment. The Agreement provides that prior to commencement of work on any redevelopment project, all necessary review required by the California Environmental Quality Act ("CEQA") shall be completed. The adoption of this Resolution and approval of the Agreement is therefore exempt from the environmental review requirements of CEQA pursuant to Section 15061(b) (3) of Title 14 of the California Code of Regulations. Staff is hereby directed to file a Notice of Exemption with the County Clerk within ' five days of the adoption of this Resolution pursuant to Section 15062 of Title 14 of the California Code of Regulations. SECTION 2. The Agency hereby approves the Agreement in the form attached hereto as Exhibit 1 and authorizes and directs the Executive Director, the Chair of the Agency, or any other officer of the Agency designated by them in writing (each, an "Authorized Officer"), acting singly, to execute and deliver the Agreement in substantially said form with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof). SECTION 3. The Authorized Officers of the Agency are hereby authorized and directed to do any and all things and to execute and deliver, and if appropriate, record, any and all documents which they may deem necessary or advisable in order to effectuate the purposes of this Resolution, including, but not limited to execution of all assignments of leases and deeds and any such actions previously taken by such officers are hereby ratified and confirmed. SECTION 4. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this 15th day of March 2011. ATTEST: IM [" I7 k 1 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Kevin Tonoian, Acting Agency Secretary of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the Redevelopment Agency of the City of Santa Clarita at a special meeting thereof, held on the fifteenth day of March 2011, by the following vote: nv��_�e��l�c�•��r::I:�y NOES: AGENCY MEMBERS ABSENT: AGENCY MEMBERS: Ender, Ferry, Kellar, McLean None Weste r, STATE OF CALIFORNIA ) , COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF REDEVELOPMENT AGENCY RESOLUTION I, , Acting Agency Secretary of the Redevelopment Agency of the City of Santa Clarita, do hereby certify that this is a true and correct copy of the original Resolution RDA 11-4 adopted by the Redevelopment Agency of the City of Santa Clarita, California on March 15, 2011, which is now on file in my office. Witness my hand and seal of the City of Santa Clarita, California, this day of 2011. Agency Secretary ' By Deputy Secretary 13 En KLb L± 1 ' REAL PROPERTY TRANSFER AND COOPERATIVE AGREEMENT This REAL PROPERTY TRANSFER AND COOPERATIVE AGREEMENT ("Agreement"), is entered into this 15th day of March, 2011, by and between the CITY OF SANTA CLARITA (the "City") and the REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA (the "Agency") with reference to the following facts: A, Pursuant to the Community Redevelopment Law (California Health and Safety Code Section 33000, et seg.) (the "Redevelopment Law"), the Agency is undertaking a program for the redevelopment of blighted areas in the City. B. The City Council of the City ("City Council") has adopted Redevelopment Plan ("Redevelopment Plan") for the Newhall Redevelopment Project Area ("Project Area"). C. Pursuant to Section 33205 of the Redevelopment Law, a redevelopment agency is authorized to delegate to a community any of the powers or functions of the agency with respect to the planning or undertaking of a redevelopment project in the area in which such community is authorized to act, and such community is authorized to carry out or perform such powers or functions for the redevelopment agency. D. Pursuant to Section 33220(8) of the Redevelopment Law, any public entity, for the purpose of aiding and co-operating in the planning, undertaking, construction, or operation of ' redevelopment projects located within the area in which such public entity is authorized to act, may, with or without consideration, acquire land in a project area from a redevelopment agency for redevelopment in accordance with the redevelopment plan for such project area. E. Pursuant to Section 33430 of the Redevelopment Law, a redevelopment agency may, within the survey area or for purposes of redevelopment, sell, transfer, assign or otherwise dispose of any real or personal property or any interest in property. F. The Agency owns the fee interest in each of the real properties described in Exhibit A attached hereto and incorporated herein by reference (each individually, a "Property"; and collectively, the "Properties"). G. Pursuant to Section 33220(e) of the Redevelopment Law, a redevelopment agency may enter into agreements with any public entity respecting any action to be taken pursuant to any of the powers granted by the Redevelopment Law or any other law (and such agreement may extend over any period, notwithstanding any law to the contrary). H. The City desires to aid and cooperate with the Agency in the planning, undertaking, construction and operation of redevelopment projects, and in that regard the Agency has determined to convey the Properties to the City for that purpose and to delegate to the City the powers and functions of the Agency with respect to the planning and undertaking of redevelopment projects in accordance with the Redevelopment Plan, and the City has determined to accept the conveyance of the Properties and the Agency's delegation of its powers and ' functions. NOW, THEREFORE, the parties hereto do mutually agree as follows: Section 1. Conveyance of Properties and Leases. The Agency shall convey all of its by Deed, substantially in the ' right, title and interest in and to the Properties to the City way of a form attached hereto as Exhibit B, evidencing the conveyance of the Properties. The City shall execute the Certificate(s) of Acceptance attached to the Deed(s), evidencing the City's acceptance of the conveyance. The Agency shall also assign to the City any leasehold interests in and to the Properties, in the form attached hereto as Exhibit C. Each party shall itself bear any costs it incurs in the conveyance of the Properties and assignment of leasehold interests. Section 2. Delegation of Redevelopment Functions and Powers. (a) The Agency hereby delegates to the City all of the Agency's functions and powers conferred by law with respect to the planning and undertaking of redevelopment projects with respect to the Properties, including but not limited to, planning, development, replanning, redesign, clearance, reconstruction, or rehabilitation, or any combination thereof, of the Properties; developing building sites on the Properties;.providing residential, commercial, industrial, public, or other structures or spaces on the Properties or with respect to the Properties; altering, improving, modernizing, reconstructing, or rehabilitating, or any combination of these, of existing structures on the Properties; providing for open -space uses on the Properties or with respect to the Properties; continuing existing buildings or uses on the Properties; disposing of the Properties or any improvements thereon; undertaking relocation activities with respect to the Properties; insuring the Properties and any improvements thereon; and renting, maintaining, managing, and repairing the Properties and any improvements thereon. (b) The City hereby accepts this delegation and agrees to cooperatively laws ' undertake the redevelopment of the Properties in a manner consistent with all applicable and the respective Redevelopment Plan (as it may be amended hereafter from time to time). (c) It is hereby acknowledged and agreed that, so long as the City is not in violation of the law or the respective Redevelopment Plan, the City has absolute discretion regarding its exercise of the functions and powers delegated to it pursuant to this Agreement, including, without limitation, the determination of specific actions to be undertaken with respect to the redevelopment of the Properties, and the manner and timing of undertaking such actions. In no way shall this Agreement be construed to require the City to undertake any specific project on or to otherwise exercise any of its delegated powers with respect to any Property. Prior to commencement of work on any redevelopment project, all necessary environmental review required by the California Environmental Quality Act ("CEQA") 'shall be completed. This Agreement in no way limits the discretion of the Planning Commission of the City, the Agency Board or the City Council of the City in completing environmental review of such projects. (d) Except as otherwise provided herein, with respect to any Property identified in Exhibit A as having been purchased with money from the Agency's Low and Moderate Income Housing Fund ("Low/Moderate Properties"), the City acknowledges and agrees on by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through them, that it takes said Low/Moderate Properties with the understanding that restrictive covenants must be placed on the Property to maintain the ' affordability level of each Low/Moderate Property in compliance with those covenants. If City desires to use all or any portions of the Low/Moderate Properties for other than affordable -2- housing purposes, City shall reimburse the Agency's Low and Moderate Income Housing Fund or, in the event Agency is no longer in existence, such other City affordable housing fund as may be established by City for affordable housing purposes, on a pro rata basis based on the cost to Agency of the Low/Moderate Properties, or portion thereof, which are required to be used, but will no longer be used, for affordable housing purposes. In all events, however, City shall use, develop or cause the development of the Low/Moderate Properties in a manner consistent with the Redevelopment Plan as in effect on the effective date of this Agreement. Section 3. Nondiscrimination. The City covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the City, or any person claiming under or through it, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. Notwithstanding the immediately preceding paragraph, with respect to familial status, ' said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph. All deeds, leases or contracts entered into with respect to each Property shall contain or be subject to substantially the following nondiscrimination/nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the Grantee himself or herself, or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, ' said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the -3- California Civil Code, relating to housing for sensor citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use or occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision.(d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (c) In contracts: "The contracting party or parties hereby covenant by and for himself or herself and their respective successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or(d)of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the contracting party or parties, any subcontracting party or parties, or their respective assigns or transferees, establish or permit any such practice or practices of discrimination or segregation. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph" Section 4. Indemnification. (a) The Agency agrees, to the fullest extent permitted by law but subject to Section 4(b) below, to indemnify, defend and hold harnrless the City and its Council Members, officers, employees and agents from and against any and all losses, claims, damages, liabilities, penalties, fines, forfeitures or expenses (including attorney's fees), of every kind, character and ME 7 ' nature whatsoever arising out of the execution of and performance under this Agreement, including, but not limited to, those arising out of, resulting from or in any way connected with the acquisition, condition, ownership, use, or possession of the Properties or any part thereof. The Agency's indemnity obligations contained in this Section 4(a) shall survive the termination or expiration of this Agreement. (b) In contemplation of the provisions of California Government Code Section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Government Code Section 895, the parties hereto, as between themselves, pursuant to the authorization contained in Government Code Sections 895.4 and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Government Code Section 895.2. To achieve the above - stated purpose, each party indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses that may be incurred by such other party solely by reason of Government Code Section 895.2. Section 5. Default. (a) If either party fails to perform or adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the ' non -defaulting party, the party failing to perform or adequately perform shall be in default hereunder. Any failure or delay by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. (b) In the event of default, the non -defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this Agreement, including without limitation, the right to seek specific performance and/or sue for damages for breach of contract. The rights and remedies of the non -defaulting party enumerated in this paragraph are cumulative and shall not limit the non -defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non - defaulting party against the defaulting party. Section 6. Nonliability of Officials and Employees. No Agency member, City Councilmember, and no official, agent, or employee of the Agency or the City shall be personally liable to the other parties, or any successor in interest, in the event of any default or breach by the Agency or the City, or for any amount which may become due to the City or Agency, or successor thereto, or on any obligations under the terms of this Agreement. Section 7. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. ' Section 8. Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or -5- unenforceable, the remainder of this Agreement, or the application of such term or provision to ' circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law. Section 9. Entire Alzreement, Waivers and Amendments. This Agreement, together with all attachments and exhibits hereto, constitutes the entire understanding and agreement of the parties. No person is authorized to make, and by execution hereof the City and the Agency acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no agreement, statement, representation or promise made by any such person which is not contained herein shall be valid or binding on the City or the Agency. Section 10. Future Cooperation. The City and the Agency agree to take all appropriate actions and execute and, if appropriate, record any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 11. Survival. The provisions hereof shall not terminate but rather shall survive any conveyance hereunder. Section 12. Binding on Successors. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on the parties hereto and their successors and assigns. Section 13. No Third Party Beneficiaries. This Agreement is made and entered into ' for the sole protection and benefit of, and shall be binding upon, the parties and their respective successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. Section 14. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signatures on next page] M I CITY OF SANTA CLARITA REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA m Marsha McLean, Mayor Attest: Kevin Tonoian, Acting, City Clerk Approved As To Form: Joseph Montes, City Attorney -7- In Marsha McLean, Agency Chair Secretary Approved As To Form: By: Joseph Montes, Agency General Counsel EXHIBIT A I PARCELS TO BE TRANSFERRED • 24158 Newhall Avenue (formerly San Fernando Road) (APN 2831-019-030) • An approximately 10,000 square foot parcel at the corner of Lyons and Newhall Avenue [Fee owned right of way adjacent to APN 2831-008-017] • 23652 Newhall Avenue (formerly San Fernando Road) (APN 2833-016-037)* • 24406 and 24410 Main Street, 22515 9th Street, and 22520 Lyons Avenue (APNs 2831- 007 -014,2831 -007-015,2831-007-016,2831-007-017,2831-007-018,2831-007-019, 2831-007-032,2831-007-023,2831-007-025)* * Denotes Low/Moderate Properties acquired with funds from Agency's Low and Moderate Income Housing Fund and/or Low and Moderate Income Bond Proceeds. LEASEHOLD INTERESTS TO BE ASSIGNED (AGENCY TO CITY AS LANDLORD) 24410 Main Street (Wanjon Autobody, Inc.) ' 22520 Lyons Avenue (Insurance Auto Collision Center) 22515 911 Street (Automotive Technology) Exhibit A -I 12283-0001\13278170.doc I EXHIBIT B FORM OF DEED (attached hereto) Exhibit B-1 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of , California Attention: City Manager APN: (SPACEA80VEP'Un At cLU conn 3 Uon UHL') (Exempt from recording fee per Gov. Code § 273831 QUITCLAIM DEED THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS: The undersigned declares that this Quitclaim Deed is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a public body, corporate and politic ("Grantor") hereby REMISES, RELEASES AND FOREVER QUITCLAIMS to CITY OF SANTA CLARITA, a municipal corporation ("Grantee"), certain ' real property located in the County of Los Angeles, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by reference ("Property"). 1. The Property is conveyed subject to the Redevelopment Plan ("Redevelopment Plan"). The Property is also conveyed subject to (a) general and special real property taxes and assessments and supplemental assessments for the current fiscal year; (b) all liens, encumbrances, easements, covenants, conditions and restrictions of record; and (c) all matters which would be revealed or disclosed in an accurate survey of the property. 2. Grantee hereby covenants and agrees, for itself and its successors and assigns, that Grantee shall maintain and use the Property in accordance with the uses and provisions of the Redevelopment Plan. 3. Grantee herein covenants by and for itself and its successors and assigns that there will be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (in) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property herein conveyed, nor shall Grantee establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property herein conveyed. The foregoing covenants shall run with the land. Each Exhibit B-2 ' and every deed, lease and contract entered into with respect to the Property shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (l) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased," C. in contracts: "There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." 4. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Quitclaim Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument recorded against the Property, provided, however, that any successor of Grantee to the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, Exhibit B-3 whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's , sale or otherwise. 5. Grantee's covenants contained in Section 2 of this Quitclaim Deed shall remain in effect until the termination date of the Redevelopment Plan. 6. The covenants against discrimination, as set forth in paragraph 3, shall remain in effect in perpetuity. 7. Any amendments to the Redevelopment Plan that change the uses or development permitted on the Property or change the restrictions or controls that apply to the Property or otherwise affect the Property shall require the written consent of the Grantee. IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized as of the dates set forth below. REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a public body, corporate and politic Dated: 12011 By: Executive Director ' [notary acknowledgement required] ATTEST: Secretary APPROVED AS TO FORM: Joseph Montes, General Counsel "GRANTOR" Exhibit B-4 The provisions of this Quitclaim Deed are hereby approved and accepted. CITY OF SANTA CLARITA, a municipal corporation of the State of California Dated: March 15, 2011 By: Marsha McLean, Mayor [notar7, acknowledgement required] ATTEST: Secretary APPROVED AS TO FORM: Joseph Montes, City Attorney "GRANTEE" Exhibit B-5 STATE OF CALIFORNIA ) I ) ss. COUNTY OF LOS ANGELES ) On , before me, a notary public, personally appeared who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On , before me, a notary public, personally appeared who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: Exhibit B-6 u ' Exhibit A to Quitclaim Deed DESCRIPTION OF THE PROPERTY THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, DESCRIBED AS FOLLOWS: [To be inserted] Exhibit B-7 CERTIFICATE OF ACCEPTANCE ' (California Government Code Section 27281) This is to certify that the interest in real property conveyed to the City of Santa Clarita by that certain Quitclaim Deed dated March 15, 2011, executed by the Redevelopment Agency of the City of Santa Clarita is hereby accepted by the undersigned office on behalf of the City of Santa Clarita pursuant to the authority conferred by the City of Santa Clarita at the City Council meeting held on March 15, 2011, and the grantee consents to recordation thereof by its duly authorized officer. Dated: March 15, 2011 CITY OF SANTA CLARITA, a municipal corporation By: Name: Kenneth Pulskamp Title: City Manager Exhibit B-8 ' EXHIBIT C FORM OF LEASE ASSIGNMENT Exhibit C-] RECORDING REQUESTED BY ' AND WHEN RECORDED RETURN TO: City of Santa Clarita 23920 Valencia Blvd. Suite 300 Santa Clarita, CA 91355 Attention: City Manager APN: [SPACE ABOVE FOR RECORDER'S USE ONLY] ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment and Assumption of Lease (this "Assignment") dated as of March 15, 2011 (the "Effective Date") is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a public body, corporate and politic ("Assignor"), and the CITY OF SANTA CLARITA a municipal corporation ("Assignee"). WITNESSETH WHEREAS, Assignor is the lessor or landlord under the certain lease agreement identified on Exhibit A attached hereto (together with all amendments and modifications thereto, if any, the "Lease") executed with respect to that certain real property located in the City of Santa Clarita, California and commonly known as [PROPERTY ADDRESS] and bearing Assessor's Parcel No. . (collectively, the "Property"); ' WHEREAS, Assignor desires to assign its interest as lessor or landlord in the Lease to Assignee, and Assignee desires to accept the assignment thereof; , Now, THEREFORE, in consideration of the promises and conditions contained herein, the parties hereby agree as follows: 1. Effective as of the Effective Date (as defined above), Assignor hereby assigns, transfers and conveys to Assignee all of its right, title and interest in and to the Lease. 2. Effective as of the Effective Date, Assignee accepts such assignment and assumes and agrees to perform all of Assignor's obligations, duties and responsibilities as lessor or landlord under the Lease arising from and after the Effective Date. Effective as of the Effective Date, Assignee agrees to indemnify, protect, defend and hold Assignor harmless from and against any and all claims, obligations, liabilities, losses, damages, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of the lessor's or landlord's obligations accruing and to be performed under the Lease on and after the Effective Date. 3. Effective as of the Effective Date, Assignor agrees to indemnify, protect, defend and hold Assignee harmless from and against any and all claims, obligations, liabilities, losses, damages, judgments, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of the lessor's or landlord's obligations accruing and to be performed under the Lease prior to the Effective Date. I Exhibit C-2 4. All rent and other payments under the Lease shall be prorated between the parties This Assignment includes, without limitation, Assignor's assignment to Assignee of (a) all of Assignor's rights and causes of action of every kind relating to any breaches or defaults by the lessees or tenants in the performance of their obligation under the Lease and (b) all of Assignor's rights to rents delinquent under the Lease. 5. In the event of any litigation arising out of this Assignment, the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys' fees. 6. This Assignment shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns. 7. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 8. This Assignment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Assignor and Assignee have executed this Assignment as of the date first set forth above. "Assignor" REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA By: Kenneth Pulskamp, Executive Director ATTEST: I Secretary "Assignee" THE CITY OF SANTA CLARITA an Marsha McLean, Mayor ATTEST: Kevin Tonoian, Acting, City Clerk Exhibit C-3 EXHIBIT A ' to Assignment of Lease LEASE AGREEMENT DESCRIPTION 7 Exhibit C-4 F IJ EXHIBIT B to Assignment of Lease LEGAL DESCRIPTION Exhibit C-5