HomeMy WebLinkAboutAGR-6777.A - ORANGE UNIFIED SCHOOL DISTRICT - RECIPROCAL EASEMENT NEAR YORBA PARKDocusign Envelope ID:DE6E9A3E-E05E-4A40-A1F3-AA434175E1C4
Initial
AGR-6777.A [7:1
RECIPROCAL EASEMENT AGREEMENT
This Reciprocal Easement Agreement (herein referred to as the "Agreement") is entered
into as of July 1, 2025 (herein, referred to as the "Effective Date") and is being executed by and
among the CITY OF ORANGE, a municipal corporation organized and existing under the laws of
the State of California (herein referred to as the "City"), and ORANGE UNIFIED SCHOOL
DISTRICT,a school district organized and existing under the laws of the State of California(herein
referred to as the "District"). The aforementioned parties are for convenience sometimes
collectively referred to herein as the "REA Parties", and this Agreement is being executed with
reference to the following:
A. The City is the owner of that certain real property commonly known as Yorba Park in
the City of Orange, County of Orange, California, a portion of which is generally depicted on the
map attached hereto as Eah1bit.A(herein referred to as the"City Property"). The City Property is
located adjacent to and generally north of the"District Property" (as that term is defined in the next
succeeding paragraph).
B. The District is the owner of that certain real property commonly known as the Career
Education Center (Parkside School), which is located at 250 South Yorba Street in the City of
Orange,County of Orange,California,a portion of which is generally depicted on the map attached
hereto as exhibit A(herein referred to as the "District Property"). The District Property is located
adjacent to and generally-south of the City.Property.____ _. __ __
C. The District has constructed a parking lot on a portion of the District Property as
generally depicted on EllaibiLA (herein referred to as the "Parking Lot") and desires to take
vehicular access thereto over a portion of the City Property as generally depicted on Exhibit.A
herein referred to as the"Easement Area"). There is presently a gate on the District Property which
acts as a barrier between the Parking Lot and the Easement Area and which will be opened from
time to time in accordance with the terms of this Agreement so that the REA Parties can gain access
to and from the Parking Lot.
NOW THEREFORE, for and in consideration of the mutual covenants herein contained
and for other good and valuable consideration,the receipt and legal sufficiency of which is hereby
acknowledged,the REA Parties hereto agree as follows:
1. Granting of Easements,
a. City hereby grants to the District (and its tenants, sublessees, agents, successors,
assigns,permittees,invitees,and guests,herein collectively referred to as the"District's Designees")
in common with all others entitled to use same,a nonexclusive easement over and across that portion
of the City Property generally depicted as the Easement Area on Exhibit A for vehicular and
pedestrian ingress and egress over and across the Easement Area to the Parking Lot when,and only
when,the District Property is open and operating for school purposes in accordance with a schedule
of days and times to be agreed upon by the REA Parties from time to time;provided.however,the
City reserves unto itself (i) the right to modify, alter, or change the size, design, location, or
configuration of the Easement Area(and any improvements located thereon) so long as the District
and the District's Designees retain a right of vehicular and pedestrian ingress and egress over and
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across the City Property comparable in use to that granted herein; (ii) the right to construct,
reconstruct, redevelop, rehabilitate, maintain and repair that portion of the City Property (and any
improvements located thereon)that is not located within the boundaries of the Easement Area; (iii)
so long as the District and the District's Designees retain a right of vehicular and pedestrian ingress
and egress over and across the City Property comparable in use to that granted herein, access rights
to the Easement Area to facilitate the construction, reconstruction, redevelopment, rehabilitation,
maintenance and repair of those improvements located on those portions of the City Property outside
the Easement Area, together with the obligation to replace. and/or restore any portion of the
Easement Area improvements affected by the City's work or other acts to at least as good a condition
as such Easement Area improvements were in prior to the City's commencement of such
construction,reconstruction,redevelopment,rehabilitation,maintenance and/or repair; (iv)the right
to locate, or permit the location of, utilities in the Easement Area, including the right to grant
easements for such utility purposes, as long as such utilities do not interfere with the use of the
Easement Area and as long as the City repairs any damage to the Easement Area caused by such
use, and restores the portion of the Easement Area affected by such utility work to at least as good a
condition as the condition of such area prior to the commencement of such work or use; and(v)the
non-exclusive right to use the Easement Area for ingress and egress by the City(and its tenants,
sublessees, agents, successors, assigns, permittees, invitees, and guests, including members of the
general public and The Orange Dog Park Association; herein collectively referred to as the "City's
Designees") for the use of the City Property. The City shall use its best efforts to exercise such
access rights in a manner to avoid interference with the use and enjoyment of the Easement Area by
the District and the District's Designees, and with respect to the access rights described in clauses
i),(ii)and(iii)of this Paragraph,only upon reasonable prior written notice to the District, except in
case of emergency. The District shall have no right to restrict or impede in any way access to the
Easement Area by the City and the City's Designees.
The Easement Area may be used only for vehicular and pedestrian ingress and egress and for no
other purposes.
b. The District hereby grants to the City and the City's Designees in common with all
others entitled to use same, a nonexclusive easement over and across that portion of the District
Property generally depicted as the Parking Lot on Exhibit A for vehicular parking purposes
including pedestrian and vehicular ingress and egress) in corn 1ection with the use of the City
Property by the City and the City's Designees on such days and at such times that the District
Property is not open and operating for school purposes and the City Property is open to the general
public in accordance with a schedule of days and times to be agreed upon by the REA Parties from
time to time during the term of this Agreement; provided.however,the District reserves unto itself
i) the right to modify, alter, or change the size, design, location, or configuration of the Parking
Lot (and any improvements located thereon) so long as the City and the City's Designees retain a
right of vehicular parking, ingress and egress over and across the Parking Lot comparable in use to
that granted herein; (ii) the right to construct, reconstruct, redevelop, rehabilitate, maintain and
repair that portion of the District Property (and any improvements located thereon) that is not
located within the boundaries of the Parking Lot; (iii) access rights to the Parking Lot to facilitate
the construction, reconstruction, redevelopment, rehabilitation, maintenance and repair of those
improvements located on those portions of the District Property outside the Parking Lot, together
with the obligation to replace and/or restore any portion of the Parking Lot improvements affected
by the District's work or other acts to at least as good a condition as such Parking Lot improvements
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were in prior to the District's commencement of such construction,reconstruction, redevelopment,
rehabilitation, maintenance and/or repair; (iv)the right to locate, or permit the location of, utilities
in the Parking Lot, including the right to grant easements for such utility purposes, as long as such
utilities do not interfere with the use of the Parking Lot and/or the City Property and as long as the
District repairs any damage to the Parking Lot caused by such use, and restores the portion of the
Parking Lot affected by such utility work to at least as good a condition as the condition of such
area prior to the commencement of such work or use; and (v) the right to use the Parking Lot for
vehicular parking, ingress and egress by the District and District's Designees for the use of the
District Property. The District shall use its best efforts to exercise such access rights in a manner to
avoid interference with the use and enjoyment of the Parking Lot by the City and the City's
Designees, and with respect to the access rights described in clauses (i), (ii) and (iii) of this
Paragraph 1, only upon reasonable prior notice to the City, except in case of emergency. The
Parking Lot may be used only for vehicular parking purposes (including pedestrian and vehicular
ingress and egress) and for no other purposes. Except as otherwise provided herein, the City shall
have no tight to restrict or impede in any way access to the Parking Lot by the District and the
District's Designees.
c. The City hereby acknowledges that the District has heretofore prepared and
submitted to the City a schedule of days and times that the City may use the Parking Lot from the
Effective Date of this Agreement to and including December 31, 2025. In the case of each
subsequent calendar year,not less than thirty(30)days prior to the beginning of each calendar year,
the District shall submit to the City a written schedule of days and times that the City may use the
Parking Lot for the next calendar year. Each such updated annual schedule submitted to the City
for the subsequent calendar year shall supersede and replace the then existing schedule attached at
exhibit B. The City and the District shall both keep in their possession keys to lock/unlock the gate
that separates the Parking Lot from the Easement Area. The District shall keep the gate unlocked
and accessible for vehicular traffic at all times that it requires access for the District's Designees to
the Parking Lot and shall ensure that the gate is locked when the District or the District's Designees
do not need access to the Parking Lot to and from the Easement Area. At all other times during the
term of this Agreement when the District or the District's Designees do not need to use the Parking
Lot,the City may keep the gate unlocked during the hours that the City Property is open for use by
the City's Designees in accordance with the schedule referred to in subparagraph "c" of this
Paragraph and, under such circumstances, the City shall be responsible for locking the gate when
not in use by the City or the City's Designees.
d. The term of this Agreement shall be five (5) years commencing on the Effective
Date, unless sooner terminated as herein provided.
e. The City is expressly authorized to permit Special Pageants (as that tennis defined
in Chapter 5.72 of the Orange Municipal Code) to occur on the City Property (or any portion
thereof). The City may use the Parking Lot for any such Special Pageant so long as the use of the
Parking Lot has the prior written approval of the District.
2. Maintenance,
a. The City hereby agrees that until the expiration or termination of this Agreement,
the City shall, at its own sole cost and expense, cause the Easement Area to be duly and properly
maintained in good order and condition,to permit its use by the District and the District's Designees
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for vehicular and pedestrian ingress and egress as set forth herein.
b. The District hereby agrees that until the expiration or termination of this Agreement,
the District shall, at its own sole cost and expense, cause the Parking Lot to be duly and properly
maintained in good order and condition, to permit its use by the City and the City's Designees for
vehicular parking and vehicular and pedestrian ingress and egress as set forth herein.
4. Insurance,
a. The City hereby agrees to procure and maintain at all times during the term of this
Agreement bodily injury and public liability insurance insuring against any and all liability with
respect to the Easement Area hereunder. The City may in its sole and absolute discretion self-
insure against any and all such liability.
b. The District hereby agrees to procure and maintain at all times during the term of
this Agreement bodily injury and public liability insurance insuring against any and all liability
with respect to the Parking Lot hereunder. The District may in its sole and absolute discretion self-
insure against any and all such liability.
c. In the event that the Orange Municipal Code requires the City's Designees to provide
proof of liability insurance naming the City as an insured or additional insured prior to the use of
the City Property and if the City's Designees will use the Parking Lot, the City shall require such
Designees to provide liability insurance on an ISO approved general liability insurance policy or its
equivalent form, protecting the City, the District and their respective board members, council
members, directors, officers, employees and agents as insureds or additional insureds.
5. Compliance With Law. Each of the REA Parties shall discharge any of its duties or
exercise any of its rights hereunder in accordance with all applicable laws,regulations, or orders of
any competent government authority.
6. Default/Remedies. Should a party hereto commit a breach of this Agreement and
should the same not be cured within thirty(30)days after written notice from the other party thereto,
or if the same cannot be cured within thirty(30)days, should such a party fail to undertake a cure
and thereafter diligently prosecute same to completion, the same shall constitute a breach hereof.
The defaulting party shall be liable to the non-defaulting party as provided in this Paragraph 6. In
addition to any other rights or remedies, either party may institute legal action to cure, correct or
remedy any default, or to obtain any other remedy consistent with the purpose of this Agreement.
Such legal actions may be instituted in the Superior Court of the County of Orange, State of
California. Except as otherwise expressly provided in this Agreement, any failures or delays by
either party in asserting any of its rights or remedies as to any default shall not operate as a waiver
of any default or of any such rights or remedies. Delays by either party in asserting any of its rights
and remedies shall not deprive either party of its right to institute and maintain any actions or
proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
7. Termination Rights, Each of the City and the District shall have the right to
unilaterally terminate this Agreement without any further obligation or liability hereunder upon one
hundred eighty(180)days' advance written notice.
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8. Indemnification Rights.
a. In contemplation of the provisions of Section 895.2 of the Government Code of the
State of California imposing certain tort liability jointly upon public entities solely by reason of
such entities being parties to an agreement as defined by Section 895 of the Government Code, the
District, pursuant to the authorization contained in Sections 895.4 and 895.6 of the Government
Code, hereby agrees to and shall indemnify, protect, defend and hold harmless the City, its City
Council and each member thereof,and the City's officers,employees,successors,assigns and agents
from and against any and all losses, damages, liabilities, claims, causes of action, penalties,
judgments, costs and expenses (collectively, the "Claims") (including, without limitation,
reasonable legal fees and disbursements) now or in the future, directly or indirectly, contingent or
liquidated, which City may incur and which arise from or relate to(i)the use of the City's Property
by the District or the District's Designees; (ii) the conduct of the District's business, any act,
omission or neglect of the District,its employees,agents or contractors, or the District's Designees;
and (iii) out of any default or breach by the District in the performance in a timely manner of any
agreement, covenant or obligation on the District's part to be performed under this Agreement.The
foregoing shall include, but not be limited to,the defense or pursuit of any claim or any action or
proceeding involved therein, and whether or not (in the case of Claims made against the City)
litigated and/or reduced to judgment,and whether well founded or not. In case any action or proceeding
be brought against the City by reason of any of the foregoing matters, the District, upon notice from the
City, shall defend the same at the District's expense by counsel reasonably satisfactory to the City and
the City shall cooperate with the District in such defense. The City need not have first paid any such
claim in order to be so indemnified. The District shall not be liable for the indemnification and defense
of the City on Claims or litigation arising out of the sole negligence or sole willful misconduct of the City,
its employees, agents or contractors,or the City's Designees.
b. In contemplation of the provisions of Section 895.2 of the Government Code of the
State of California imposing certain tort liability jointly upon public entities solely by reason of such
entities being parties to an agreement as defined by Section 895 of the Government Code,the City,
pursuant to the authorization contained in Sections 895.4 and 895.6 of the Government Code,hereby
agrees to and shall indemnify,protect,defend and hold harmless the District, its Board of Education
and each member thereof, and the District's officers, employees, successors, assigns and agents
from and against any and all Claims (including, without limitation, reasonable legal fees and
disbursements) now or in the future, directly or indirectly, contingent or liquidated, which the
District may incur and which arise from or relate to (i)the use of the District's Property by the City
or the City's Designees; (ii)the conduct of the City's business, any act, omission or neglect of the
City, its employees, agents or contractors, or the City's Designees; and (iii) out of any default or
breach by the City in the performance in a timely manner of any agreement, covenant or obligation
on the City's part to be performed under this Agreement. The foregoing shall include, but not be
limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and
whether or not(in the case of Claims made against the District)litigated and/or reduced to judgment,
and whether well founded or not. In case any action or proceeding be brought against the District by
reason of any of the foregoing matters,the City,upon notice from the District,shall defend the same
at the City's expense by counsel reasonably satisfactory to the District and the District shall
cooperate with the City in such defense. The District need not have first paid any such claim in
order to be so indemnified. The City shall not be liable for the indemnification and defense of the
District on Claims or litigation arising out of the sole negligence or sole willful misconduct of the
District, its employees, agents or contractors,or the District's Designees.
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9. Rules and Regulations. The City shall have the right to establish from time to time,
and to change,alter,and amend,and to enforce against the District and the District's Designees,any
reasonable rules and regulations which are deemed necessary or advisable for the proper and
efficient operation and maintenance of the Easement Area, including, without limitation, specific
rules or regulations designed to (i) facilitate traffic flow, and (ii)to regulate the hours of operation
of the City Property and/or the Easement Area. Likewise, the District shall have the right to
establish from time to time, and to change,alter,and amend, and to enforce against the City and the
City's Designees,any reasonable rules and regulations which are deemed necessary or advisable for
the proper and efficient operation and maintenance of the Parking Lot, including,without limitation,
specific rules or regulations designed to (i) facilitate traffic flow, and (ii) to regulate the hours of
operation of the District Property and/or the Parking Lot. The REA Parties agree to consult with
each other on any proposed rules and regulations or any amendment or modification thereof prior
to establishing such rules and regulations. The REA Parties, and each of them, agree to use their
best efforts to ensure that their Designees comply with such rules and regulations in letter and spirit.
10. Authorization, Each of the REA Parties hereto covenants and warrants that it is duly
qualified to do business in California and that its execution of this Agreement has been fully
authorized.
11. Miscellaneous,
a. No Gift, Nothing contained herein shall be deemed to be a gift or dedication of any
portion of the Easement Area and/or the Parking Lot to or for the general public or for any public
purpose whatsoever, it being the intention of the REA Parties hereto that this Agreement shall be
strictly limited to and for the purposes herein expressed.
b. Successors and Assigns. This Agreement shall be binding upon the REA Parties
hereto,their successors and assigns, whether or not such successors or assigns acquire by purchase,
foreclosure, deed in lieu of foreclosure, or any other manner.
c. No Partnership, Nothing contained in this Agreement nor the acts of any REA Party
or by any third party shall be deemed or construed to create the relationship of principal or agent,
or a partnership,or a joint venture,or of any association between the REA Parties to this Agreement.
d. Integration. This Agreement constitutes the entire agreement between the REA
Parties with respect to the subject matter hereof and supersedes any and all prior oral or written
agreements with respect to the subject matter hereof.
e. Further Assurances. If this Agreement expires or is terminated pursuant to
Paragraph 7 or any other provision hereof, each of the REA Parties agrees to execute, have
notarized, deliver and have recorded within ten (10) days after receipt of a written notice of such
expiration or termination, a quitclaim deed and release of all such party's right, title, and interest
under this Agreement.
f.Waiver, No waiver of any breach of or default under any term or provision hereof
shall be deemed a waiver of any other breach or default and no delay or forbearance by the REA
Parties in enforcing their rights hereunder shall be deemed a waiver unless embodied in a writing
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signed by an authorized officer of the party or parties to be bound thereby.
g. Legal Fees. In any legal or equitable proceeding for the enforcement of or the
restraining of the violation of any of the terms hereof, the prevailing party in such action shall be
entitled to recover all of its reasonable costs and expenses, not limited to taxable costs, including
reasonable attorneys'fees.
h. Time of Essence. Time is of the essence with respect to each and every provision of
this Agreement.
i.Notices. All notices permitted or required hereunder shall be effective upon
personal delivery or upon being sent by registered or certified mail,postage fully prepaid,addressed
to the respective REA Parties as follows:
TO THE PARTIES:
To the City: City of Orange
300 E. Chapman Avenue
Orange, California, 92866
Attention: City Manager
With a Copy to:Office of the City Attorney
300 East Chapman Avenue
Orange, California 92866
To the District: Orange Unified School District
1401 N. Handy Street
Orange, California 92867
Attention: Superintendent
With a Copy to:Orange Unified School District
1401 N. Handy Street
Orange,California 92867
Attention:Assistant Superintendent of Business Services
With a Copy to:Orange Unified School District
1401 N. Handy Street
Orange,California 92867
Attention: Senior Executive Director,Facilities/Planning
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or to such other address as any party may from time to time designate in writing in the manner as
provided herein.
j. Choice of Law: Captions. This Agreement shall be construed according to the laws
of the State of California. Captions herein are for convenience only, and shall not be considered
nor referred to in resolving questions of interpretation and construction. This Agreement shall be
construed according to its fair meaning and neither for nor against any party.
k. Incorporation of Exhibits. All exhibits to this Agreement are hereby incorporated
by reference as though set forth in full herein.
1.Counterparts, This Agreement may be executed in multiple counterparts, each of
which so fully executed counterpart shall be deemed an original.No counterpart shall be deemed to be
an original or presumed delivered unless and until the counterpart executed by the other party to
this Agreement is in the physical possession of the party seeking enforcement thereof.
IN WITNESS WHEREOF, the following REA Parties have executed this Agreement as
of the following indicated times.
CITY"
CITY OF ORANGE, a municipal corporation
Bgn.e by:
Executed this 5day of September, 2025 By:Ciwaj.!, F4il juAlen n,i.
CBF25F0E294B4FO
Name: Jarad L. Hildenbrand
Title: City of Orange City Manager
APPRO ED(
J//))
AS O FORM: ATTEST:
By: 1'Z. M.
By: 'coaM.._
DB2BEDCB8BEFa3A
Name: ;cs}cr 13. SI•cA Name: Pamela Coleman
Title: Sen.or ass;.$44wOr Cli I Aiiw^e`7 Title: City of Orange City Clerk
DISTRICT"
ORANGE UNIFIED SCHOOL DISTRICT, a
Initial Initial
schocriatl ltC
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Executed this 2 day of September, 20 25 BY
t ll-Bibbaa( '"D""
Name:Sulema Holguin
Title: Assistant Superintendent
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EXHIBIT"A"
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EXHIBIT "B"
ANNUAL SCHEDULE FOR CITY USE OF PARKING LOT
Beneath this sheet.]
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RECIPROCAL EASEMENT AGREEMENT
EXHIBIT B
The parking lot is available for the City's use during non-school hours/days and is subject to
availability.
Exhibit B
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