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06 2849134
RECORDED /FILED IN OFFICIAL RECORDS
RECORDER'S OFFICE
LOS ANGELES COUNTY
CALIFORNIA
12/22106 AT 08:00am
TITLE(S) . DEED
III III I IIIIIIII 111111111l
FEE
t =1�EE
CODE
20
CODE
19
CODE
9
Assessor's Identification Number (AIN)
To be completed by Examiner OR Title Company in black ink.
4 2 9 o - o 1 ( - C)) 3
D.T.T.
Number of AIN's Shown
00 b
THIS FORM IS NOT TO BE DUPLICATED
1 -1k3i ?1PtP,ERICAN
TITLE IK13U! -2 a'NCl COMPANY
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Santa Monica
1685 Main Street
Santa Monica, CA 90406
Attn: Miriam Mack
v1
t„
12 @2 /O6
MIN 111111111111111141111111111
20062849134
GRANT DEED
Space above this line for Recorder's Use
No Recording Fee Pursuant to Govt Code § 27383
No Documentary Transfer Tax Pursuant to
California Revenue & Taxation Code § 11922
THE UNDERSIGNED GRANTOR DECLARES:
Documentary Transfer Tax is: $ -0-
❑ unincorporated area O City of Santa Monica
Assessor's Parcel No. 4290 - 011 -003, -004, -008, -014, -018, -019
❑ computed on full value of interest or property conveyed, or
11 computed on full value of liens or encumbrances remaining at time of sale;
FOR A VALUABLE CONSIDERATION, including but not limited to the covenants, conditions
and restrictions described below, receipt of which is hereby acknowledged, SEARS, ROEBUCK
AND CO., a New York corporation ( "Grantor ") hereby . GRANTS to CITY OF SANTA
MONICA, a municipal corporation ( "Grantee "), the following described real property in the City
of Santa Monica, County of Los Angeles, State of California (the "Property "):
SEE EXHIBIT "1" ATTACHED HERETO
SUBJECT TO:
The following covenants, conditions, and restrictions:
1. Covenants Appurtenant. The covenants, conditions, and restrictions
contained in this Grant Deed are made for the benefit of Grantor and the real property described
on Exhibit "2" (the `Benefited Property "), attached hereto and incorporated by reference, which
Benefited Property is located near the Property. The covenants, conditions, and restrictions
impose a burden on the Property, and upon Grantee, its lessees, mortgagees, successors and
assigns. Grantor, by execution of this Grant Deed, and Grantee, by acceptance and recordation
of this Grant Deed, expressly acknowledge that Grantor would not have entered into this Grant
Deed but for the covenants, conditions, and restrictions described herein. Moreover, Grantee, by
acceptance and recordation of this Grant Deed, expressly accepts, covenants and agrees, on
behalf of itself, its lessees, mortgagees, successors and assigns, to be bound by, and to the extent
and for so long as any such person or entity is an owner or occupant of the Property or any
portion thereof or any interest therein, to assume performance of, all of the provisions and
requirements set forth in this Grant Deed, all of which provisions and requirements are
acknowledged to be reasonable. Every person or entity which now or hereafter acquires any
right, title, estate or interest in the Property shall be conclusively deemed to have consented and
agreed to every covenant, condition and restriction contained herein, whether or not reference to
these restrictions is contained in the instrument by which such person or entity acquired an
interest in the Property.
2. Mortgagees. A breach of any of the covenants, conditions or restrictions herein
shall not defeat nor render invalid the lien or charge of any mortgage or deed of trust made in
good faith and for value covering the Property or any part thereof. However, such covenants,
conditions and restrictions shall be binding upon and effective against any new owner of the
Property, or any portion thereof, whose title thereto is acquired by foreclosure, trustee's sale or
otherwise.
3. Requirements as to Retail Stores The use of the Property by Buyer shall not be
subject to any limitations except as follows:
(a) During the first twenty (20) years after the date this Grant Deed is recorded in the
Official Records of Los Angeles County, California (i) no retail business other than an Exempted
Retail Business shall occupy more than thirty- thousand (30,000) square feet of net rentable floor
space; and (ii) there shall be no Big Box Retailer on the Property.
(b) Commencing on such date which is twenty (20) years after the date this Grant Deed is
recorded in the Official Records of Los Angeles County, California and ending on such date
which is thirty (30) years after the date this Grant Deed is recorded in the Official Records of Los
Angeles County, California, there shall be no Big Box Retailer on the Property.
(c) All restrictions and limitations on use of the Property discussed herein this paragraph
3 shall automatically terminate without notice and be of no further force and effect on such date
which is thirty (30) years after the date this Grant Deed is recorded in the Official Records of Los
Angeles County, California.
For purposes of this Grant Deed, floor space includes all net rentable floor space within a
building under roof, whether below grade, at grade, or above grade, including mezzanine space
and multiple floors. The term "Exempted Retail Business" as used herein shall mean businesses
whose primary function is (i) art gallery, (ii) sale of art supplies, (iii) arts and crafts, (iv) banking,
(v) sale of books, (vi) newsstand, (vii) florist, (viii) movie theater, (ix) music store, (x) personal
61 service, including, but not limited to hair salon, shoe repair, photo studio; or other repair, (xi)
sale of pet supplies, (xii) professional services, including, but not limited to employment,
;5J insurance or travel agency, (xiii) restaurant or food service, (xiv) grocery store, provided that at
least 60% of square footage of said grocery store is occupied by food items (xv) video store, or
(xvi) similar uses not in competition with Sears as a major department store. The term "Big Box
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Retailer" as used herein shall mean (A) a store with floor space several times greater than
traditional retailers in the sector or (B) a large retail establishment, discount department store or
other store in competition with Sears as a major department store such as Wal -Mart, Target,
Lowe's, Best -Buy, Circuit City, IKEA and The Home Depot.
4. Severability /Amendment. In the event that any one or more of the covenants,
conditions and restrictions set forth in this Grant Deed become or are declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of the covenants,
conditions and restrictions set forth in this Grant Deed will continue in full force and effect and
the application of such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties, on behalf of themselves, their
successors and assigns, further agree to replace such void or unenforceable provision of this
Grant Deed with a valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision. The covenants,
conditions and restrictions, or any portion thereof contained in this Grant Deed, may be amended
or modified only with the written consent of Grantor. If Grantor reacquires fee title to the
Property at any time, the restrictions contained in this Grant Deed shall be void and of no further
force or effect from and after the date title vests in Grantor.
5. Term of Covenants. The term of the covenants commences on the date the
Property is conveyed pursuant to this Grant Deed and shall terminate and be of no further force
or effect on the earlier of (i) the date the Grantor, its successors or assigns, no longer operate a
retail store on the Benefited Property and (ii) as applicable, the period referred to in paragraph 3.
6. Enforcement. Grantor, and its successors ;and assigns, shall have the right to
enforce the covenants, conditions and restrictions contained in this Grant Deed against any
person or entity that is an owner or occupant.of the Property or any portion thereof or any
interest therein until the earlier of (i) as applicable, during the period referred to in paragraph 3
and (ii) only so long as Grantor, its successors or assigns, operate a retail store on the Benefited
Property.
Dated: December % , 2006
SEARS ROEBUCIZ AND CO.,
a New York corporation
By: A,4�z
Its: Jeffrey Stollenwerck
P Deal Estate
REAL "S 4 A la
LEGAL !
tt
STATE OF �rLLINok S
COUNTY OF N40" c_o o ((,
On -DR.c m r —7 , 2006 before me, a tj �' ve S _ (here
insert name and title of the officer), personally appeared -3A��rAU o1ke.,wcr�AC SQ br \ 9! }k'+
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.
ILLINOIS
,..
(Seal)
Exhibit "I"
to
Grant Deed
Legal Description of Property
Real property in the City of Santa Monica, County of Los Angeles, State of California, described
as follows:
PARCEL 1: 4290 -11 -4
Lot I of Tract No. 15603, in the City of Santa Monica, as
per map recorded in Book 409 Pages 25 and 26 of Maps, in
the Office of the County Recorder of said County.
PARCEL 2: 4290 -11 -3
Lot 9 of Elliott's Addition to Santa Monica, in the City of
Santa Monica, as per map recorded in Book 22 Page 11 of
Miscellaneous Records, in the Office of the County
Recorder of said County.
ALSO that portion of the Northeasterly one -half of the
alley shown on said Map, vacated by Resolution No. 573 of
said City of Santa Monica, lying between the
Southwesterly prolongations of the Northwesterly and the
Southeasterly lines of said Lot 9.
PARCEL 3: PORTION OF 4290 -11 -14
That portion of the Rancho San Vicente Y Santa Monica, in
the City of Santa Monica, as per map recorded in Book 3
Pages 30 and 31 of Patents, in the Office of the County
Recorder of said County, described as follows:
Beginning at a point of intersection of the Northwesterly
line of the land conveyed to the Los Angeles and
Independence Railroad Company, by deed recorded in
Book 40 Page 282 of Deeds, in the Office of the County
Recorder of said County, with a line that is parallel with
and distant, Northeasterly 45.00 feet, measured at right
angles, from the center line of 4th Street, 60 feet wide, as
shown on map of Tract No. 8357, recorded in Book 119
Page 53 of Maps, in said Office, along said parallel line
South 44° 08' 58" East 14.71 feet; thence North 45° 5 P02"
East 35.78 feet (deed; 35.79 feet measured) to said
Northwesterly line, thence along said Northwesterly line,
Southwesterly line, Southwesterly to the point of
beginning.
EXCEPT therefrom all of the minerals and mineral ores of
every kind and character occurring 500 feet beneath the
surface thereof, now known to exist or hereafter discovered
upon, within or underlying said land or that may be
produced therefrom, including, without limiting the
generality of the foregoing, all petroleum, oil, natural gas
and other hydrocarbon substances and products derive;
therefrom together with the exclusive and perpetual right of
said Grantor, its successors and assigns, of ingress and
egress beneath the surface of said land to explore for
extract, mine, and remove the same, and to take such use of
said land beneath the surface as is necessary or useful in
connection therewith, and other use thereof, which uses
may include lateral or slant drilling, digging, boring or
sinking of wells, shafts or tunnels to other lands not subject
to those reservations and easements, provided, however,
that said grantor, its successors and assigns, shall not use
the surface of said land in the exercise of any of said rights
and shall not disturb the surface of said land or any
improvement thereon or remove or impair the lateral or
subjacent support or said land or any improvements
thereon, and shall conduct no operations within 500 feet of
the surface of said land, as reserved by Pacific Electric
Railway Company, a corporation, in deed recorded August
11, 1965 as Instrument No. 966.
PARCEL 4: PORTION OF 4290 -11 -14
Lot 8 of Elliott's Additions to Santa Monica, in the City of
Santa Monica, as per map recorded in Book 22 Page 11 of
Miscellaneous Records, in the Office of the County
Recorder of said County.
EXCEPT the Southwesterly 15 feet of said Lot, measured
along the Northwesterly line thereof; the Northeasterly line
of the said Southwesterly 15 feet to be parallel with the
Northeasterly line of 4th Street, 60 feet wide, as shown on
the said map.
PARCEL 5: PORTION OF 4290 -11 -14
The Southwest half of the 20 foot alley vacated adjacent
Northeasterly to Lot 8 of Elliott's Addition to Santa
A
i
Monica, in the City of Santa Monica, as per map recorded
in Book 22 Page 11 of Miscellaneous Records, in the
Office of the County Recorder of said County, which
would pass with a conveyance of said Lot.
PARCEL 6: 4290 -11 -18 AND 44290 -11 -19
Lots 17 and 18 of Tract No. 974, in the City of Santa,
Monica, as per map recorded in Book 16 Page 192 of
Maps, in the Office of the County Recorder of said County.
EXCEPT therefrom the rear 10 feet of each lot.
ALSO EXCEPT therefrom that portion of said Lots 17 and
18 lying Northeasterly of the following.described line:
Beginning at a point on the Northwesterly line of said Lot
17, distant thereon South 45° 50'26" West 6.00 feet (deed;
South 45° 50' 15" West 6.00 feet measured) from the North
corner of said Lot; thence South 27'27'31" West 83.52
feet (deed; South 272704" West 83.53 feet measured) to
the North corner of Lot 19 of said Tract.
PARCEL 6 ALSO DESCRIBED AS SURVEYED, AS
FOLLOWS: Lots 17 and 18 of Tract No. 974, in the City of
Santa Monica, as per map recorded in Book 16 Page 192 of
Maps, in the Office of the County Recorder of said County,
EXCEPT therefrom the rear 10 feet of each lot,
ALSO EXCEPT therefrom that portion of said Lots 17 and
18 lying Northeasterly of the following described line:
Beginning at a point on the Northwesterly line of said Lot
17, distant thereon South 45° 50' 15" West 6.00 feet from
the North corner of said Lot; thence South 27° 27' 04" West
83.53 feet to the North corner of Lot 19 of said Tract.
PARCEL 7: 4290 -11 -8
Lot 19 of Tract No. 974, in the City of Santa Monica, as per
map recorded in Book 16 Page 192 of Maps, in the Office
of the County Recorder of said County.
( 'J EXCEPT the Southwesterly 10 feet thereof conveyed to the
1:I ) City of Santa Monica for alley purposes.
Exhibit "2"
to
Grant Deed
Legal Description of Benefited Property
Real property in the City of Santa Monica, County of Los Angeles, State of California, described
as follows:
Lot 2 of Tract No. 15603, in the City of Santa Monica, county of Los Angeles, state of
California, as per map recorded in Book 409 Pages 25 and 26 of Maps, in the Office of the
County Recorder of said County.
EXCEPT therefrom that portion of said Lot 2, described as follows:
Beginning at the Easterly terminus of that certain course in the Southerly line of said Lot, shown
on said map as having a bearing of North 87'07'10" East and a length of 209.28 feet; thence
along said certain course, South 87 °41'59" West (on a different basis of bearings), 19.19 feet;
thence North 85 °53'48" East 19.49 feet to a point in the Easterly line of said Lot (shown on said
Map as having a bearing of North 21 ° 11' 15" East and a length of 20.37 feet) distant along said
Easterly line North 22'38'10" East 0.68 feet from the point of beginning; thence along said
Easterly line South 22 °38' 10" West 0.68 feet to said point of beginning.
10
CERTIFICATE OF ACCEPTANCE
Pursuant to California Government Code Section 27281, this is to certify that the
interest in real property conveyed by this Grant Deed dated December 'I , 2006, from
SEARS ROEBUCK AND CO., a New York corporation ( "Grantor "), to the City of Santa
Monica, a municipal corporation ( "Grantee "), is hereby accepted pursuant to authority
conferred by the City of Santa Monica on t. P q -,�, — 0 t, , 2006, and the Grantee
consents to recordation thereof by its duly authorized officer.
Dated: bg. , k c,q. 2006
APPROVED AS TO FORM:
�4
MARSHA JONES,'M TRTE
CITY ATTORNEY-)
STATE OFt��tLs eg,
COUNTY OF ®� t
ACKNOWLEDGMENT
On L I1 , 2006 before me,
m a-' aA S ._k�el p,16 g (here insert name and title of the officer),
personally appeared < L. '=-, � U I 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 e Seal
® MARIA M. STEWART
Commission # 1559697
o Notary Public - Calltornlo
L os Angeles County
MyComm.009SM01 15, 2
City of Santa Monica
Inter - Departmental Memorandum
DATE: January 26, 2007
TO: Maria Stewart, City Clerk
FROM: Miriam Mack, Economic Development Manager /h�
SUBJECT: Sears Property — 402 Colorado Avenue
Attached for your files is the original recorded Grant Deed to the City from Sears of
property located at 402 Colorado Avenue. I had previously sent you a copy of the
recorded document. The recordation number is: 06 2849134, recorded December
22, 2006.