p-501 (2)►1iIII I III III 111111
L E A D S H E E T
Fi
01-2161150
hf.s�U[.E�f•;E.`! I! Li IN tJ(f ICIAL P.ECOR ®S
(igrrt�I�i f:" S OFFICE
LOS ANGELE7COUNTY
CFALIFORNI
8.41 Aid NOV 13 2-001
SPACE ABOVE THIS LINE FOR RECORDERS USE
TITLE( S)
FEE
6 EE C/L 1.. 1
31
CODE D.A. FEE UdLl 20 .x(3
20.
CODE
19
CODE
9
THIS FORM IS NOT TO BE DUPLICATED
e�
D.T.T.
RECORDING REQUESTED BY:
CITY OF SANTA MONICA
WHEN RECORDED MAIL TO
CITY OF SANTA MONICA
1685 Main Street
Santa Monica, CA 90401
Attention: City Attorney
CITY OF SANTA MONICA
OFFICIAL BUSINESS
[Document Entitled to
Free Recordation Pursuant to
Government Code Section 6103]
No Tax Due
P!
n , : 341
—2164050 e141.
ESTOPPEL AND ATTORNMENT AGREEMENT
This Estoppel and Attomment Agreement ("Agreement "), dated as of 2001,
is made by the CITY OF SANTA MONICA, a municipal corporation organized der the laws of
the State of California ( "City"), and BY THE BLUE SEA, a DELAWARE limited liability company
( "Borrower "), in favor of SECORE FINANCIAL CORPORATION, a Pennsylvania corporation
( "SECORE ").
This Agreement is made with reference to the following facts:
A. City and Sam Stein ( "Stein ") previously entered into that certain License Agreement
(the "License Agreement ") dated August 23, 1988. The License Agreement was recorded on
September 28, 1988 in the Official Records of the Los Angeles County, California (the "Official
Records ") as Instrument No. 88- 1563010. Pursuant to the License Agreement, City granted to Stein
a license (such license, together with all other rights and interests of Borrower under the License
Agreement shall be collectively referred to herein as the "License ") for the exclusive use and
occupancy of the property described in Exhibits "B ", "C" and "D ", attached to the License
Agreement, which exhibits are incorporated herein by this reference (collectively, the "Licensed
Property ") for hotel facilities. The License was granted to Stein in connection with Stein's
ownership of certainreal property located in the City of Santa Monica, County ofLos Angeles, State
of California, more particularly described in Exhibit "A" attached hereto and incorporated herein by
this reference ("the Proj ect Site"). The Licensed Property is also described in the License Agreement
attached hereto as Exhibit "B" and incorporated herein by reference. As used herein, the term
"Property" shall mean, collectively, the Licensed Property and the Project Site.
B. Borrower is the current owner of the Project Site, and has succeeded to Stein's
interests in the Licensed Property under the License. Borrower has applied to Secore for a loan (the
01 2:64050
"Loan ") in the original principal amount of Sixty Five Million Dollars ($65,000,000), to refinance
the Property and for other purposes, as more particularly set forth in that certain loan agreement
dated April 5, 2001, by and between Borrower and Secore (the "Loan Agreement"). The Loan is
evidenced by a Promissory Note (the "Note) executed by Borrower in favor of Secore in the original
principal amount of Sixty Five Million Dollars ($65,000,000), and by certain other "loan documents"
described in the Loan Agreement (collectively with the Loan Agreement and Note, the "Loan
Documents ").
C. The Loan is secured by, among other things, a first position lien on the Project
Site, and an assignment of Borrower's rights and interests in and to the Licensed Property under the
License Agreement, pursuant to the terms of that certain Deed of Trust, Assignment of Rents and
Leases, Security Agreement and Fixture Filing dated April 5, 2001, executed by Borrower, as trustor
in favor of Secore, as beneficiary (the "Deed of Trust "), recorded in the Official Records of Los
Angeles County on April 6, 2001, as Instrument No. 01- 0574025.
D. Secore has required as a condition subsequent to making the Loan that Borrower and
City execute this Agreement in favor of Secore.
NOW, THEREFORE, in consideration ofthe covenants contained herein, and othergood and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and
Borrower agree in favor of Secore as follows:
1. Assignment of License to Borrower. City acknowledges and agrees that all rights
and interests of the "Licensee" under the License Agreement have been transferred.to Borrower in
accordance with the terms of the License Agreement, and City recognizes Borrower as the holder
of all such rights and interests.
2. Consent to Encumbrance. Subject to the limitations in the second sentence of this
Section 2, City hereby consents to the Deed of Trust and the hypothecation of the License and all
other present and future rights and interests of Borrower under the License Agreement and in the
Licensed Property pursuant thereto. However, City has not consented or agreed to, and nothing
contained in this Agreement shall be construed to, subordinate any of City's rights or interests in or
to the Licensed Property to the lien of the Deed of Trust or Secore's rights thereunder.
3. Secore's Right to Cure. In the event of any default or breach by Borrower under
the License Agreement (such default or breach being hereinafter referred to as a "default "), Secore
shall have the right to cure any default by Borrower during the period (hereinafter referred to as "the
cure period ") ending fifteen (15) days after the later of (a) receipt by Secore of written notice of such
default from City or from Borrower (specifying the nature of such default and the steps necessary
to cure such default), or (b) expiration of any grace period given to Borrower in which to cure such
default, provided, however, that if on any earlier date the asset manager assigned to administer the
Loan for Secore obtains actual knowledge that City has notified Borrower of such default, then the
15 -day period shall begin to run form that date; provided further that if the default is of such a nature
that it cannot reasonably be remedied by Secore within such period, then such period shall be
extended for such additional time as may be reasonably necessary to cure such default so long as
2
Secure promptly commences action to cure the same and proceeds therewith in a timely and diligent
manner. If the nature of the default is such that it is necessary for Secore to obtain possession of the
Property to cure such default, the cure period shall include such additional time as may be reasonably
necessary for Secore to accelerate the indebtedness secured by the Deed of Trust, complete any
foreclosure thereunder, and obtain possession of the Property. In the event that any such foreclosure
or other action or proceeding shall be subject to any stay or injunction, including without limitation
any bankruptcy stay or injunction, Secore shall be deemed to be proceeding in a timely and diligent
manner to cure the default if Secore has made or is making reasonable efforts to obtain relief from
such stay or injunction.
4. Foreclosure of Deed of Trust. City consents to the exercise by Secore of its rights
under the Deed of Trust, including without limitation foreclosure. City agrees that in the event the
License shall be acquired by Secore at a foreclosure sale under the Deed of Trust or by deed in lieu
of foreclosure, or otherwise, City shall approve Secore as licensee under the License Agreement,
subject to the terms and conditions contained in Section 13 of the License Agreement (which
conditions include, but are not limited to, a written assumption (approved by City) of the licensee's
obligations under the License Agreement). In the event that the License shall be acquired by a party
other than Secore at a foreclosure under the Deed of Trust, City shall approve the purchaser as
licensee subject to the terms and conditions set forth in Section 13 of the License Agreement (which
conditions include, but are not limited to a written assumption (approved by the City) of the
licensee's obligations under the License Agreement). In either instance, Secore or such other
acquiring party shall be entitled to continue to operate the Licensed Property solely for the purposes,
and in the manner, contemplated by the License Agreement.
5. Transfer of the License. In the event that Secore acquires the License (whether as
purchaser upon the foreclosure of the Deed of Trust, by deed in lieu of foreclosure, or otherwise),
and Secore thereafter desires to transfer its rights and interests under the License Agreement, then
subject to the terms and conditions set forth in Section 13 of the License Agreement, City shall
approve the transfer to the transferee if the transferee executes a written assumption (approved by
the City) of all obligations of the licensee under the License Agreement, and so long as the Licensed
Property continues to be used solely for the purposes, and in the manner, contemplated by the
License Agreement. Provided the conditions set forth in the preceding sentence are met and City
approves such transfer, Secore shall automatically be released from any liability for the obligations
of the licensee under the License Agreement upon such transfer.
6. No Subordination of License. Unless Secore otherwise consents in writing, the
License shall not be subordinate to any mortgage or deed of trust hereafter imposed on the fee
interest in the Licensed Property; and all potential future fee mortgages or other lienholders are
hereby put on notice that any such fee mortgage or other lien shall be subordinate to the License
Agreement and to the rights of Secore hereunder and under the documents referenced herein.
7. Representations and Warranties of City. City represents, warrants and certifies
that:
(a) a true and correct copy of the License Agreement is attached hereto as Exhibit `B ", and is
incorporated herein by this reference; (b) the License Agreement is genuine, valid and enforceable
in accordance with its terms, is in full force and effect as of the date hereof, and has not been
supplemented, modified, amended or terminated; (c) City has neither given or received notice of the
occurrence of a default under the License Agreement and, to the best knowledge of City, there are
no defaults, breaches, defenses, claims or offsets thereunder or to the enforcement thereof; (d) the
fee payable to City pursuant to Section 3 of the License Agreement has been paid in full, and no
other fees are payable in connection with the License Agreement or the License; (e) to the best
knowledge of City, Borrower is in compliance with all other obligations of the licensee under the
License Agreement; (f) City's fee interest in the Licensed Property is not subject to any deed of trust,
mortgage or other lien; (g) to the best of City's actual knowledge (i) Borrower has not assigned,
transferred or hypothecated all or any portion of its interest under the License Agreement (except by
the Deed of Trust) and (ii) there are no leases, subleases, licenses or other agreements (except the
License Agreement) which create rights of occupancy with respect to the Licensed Property.
8. Representations and Warranties of Borrower. Borrower represents, warrants and
certifies that: (a) a true and correct . copy of the License Agreement is attached hereto as Exhibit `B"
and is incorporated herein by this reference; (b) the License Agreement is genuine, valid and
enforceable in accordance with its terms, is in full force and effect as of the date hereof, and has not
been supplemented, modified, amended or terminated; (c) Borrower has neither given or received
notice of the occurrence of a default under the License Agreement and, to the best knowledge of
Borrower, there are no defaults, breaches defenses, claims or offsets thereunder or to the enforcement
thereof, (d) the fee payable to City pursuant to Section 3 of the License Agreement has been paid
in full, and no other fees are payable in connection with the License Agreement or the License; (e)
Borrower has not assigned, transferred or hypothecated all or any portion of its interest under the
License Agreement (except by the Deed of Trust); and (f) to the best of Borrower's knowledge, (i)
Borrower is in compliance with all other obligations of the licensee under the License Agreement,
(ii) City's fee interest in the Licensed Property is not subject to any deed of trust, mortgage or other
lien, and (iii) there are no leases, subleases, licenses or other agreements (except the License
Agreement) which create rights of occupancy with respect to the Licensed Property.
9. Modification or Termination of License Agreement. The License Agreement shall
not be supplemented, modified or amended without the prior written consent of Secore (which
consent shall not be unreasonably withheld or delayed). The License Agreement shall not be
terminated without prior written consent of Secore unless a default (as defined in Section 3 above)
entitling City to terminate the License Agreement shall have occurred and such default has not been
cured by Borrower in accordance with the terms of the License Agreement or by Secore in
accordance with the terms of this Agreement.
10. Performance of Obligations under the License Agreement. Borrower agrees to
perform all obligations of the licensee under the License Agreement without notice or demand from
Secore. Any default by Borrower under the License Agreement shall automatically be an Event of
Default under the Deed of Trust and the other Loan Documents, and shall entitle Secore to
immediately institute foreclosure thereunder, and Secore may enter into possession of the Property
and take whatever steps it deems necessary to correct the default under the License Agreement, Any
expenses incurred by Secore in connection with the enforcement of its rights hereunder or in curing
any default under the License Agreement, including without limitation reasonable attorneys' fees
01 2164050
and attendant expenses, shall be due and payable by Borrower to Secore immediately and without
demand, shall bear interest at the "Default Rate" (as that term is defined in the Loan Agreement) and
shall be secured by the Deed of Trust. Secore shall not have any liability for the performance of any,
ofthe obligations of the licensee under the License Agreement until Secore has acquired the License,
and then only in accordance with the terms of the License Agreement.
11. Notices to Secore. City and Borrower shall deliver to Secore copies of all notices
or demands given by City or borrower under the License Agreement, including without limitation
any notices of default. Such copies shall be given to Secore at the same time that such notices or
demands are given to the other party, and may be personally delivered or mailed in the manner
provided herein for giving notices. City acknowledges that this Agreement shall be deemed to be
the written notice from Secore to the City, required by Section 17 of the License Agreement,
requesting written notice from City of any default by Borrower under the License Agreement.
12, Notice Procedure. Any notices required herein shall be personally delivered or
mailed, postage prepaid, certified mail, return receipt requested, addressed as follows:
If to Secore: Secore Financial Corporation
7315 Wisconsin Avenue, Suite 450 North
Bethesda, MD 20814
Attention: William Tanker
With copies to: Goldman Sachs Mortgage Company
85 Broad Street, 23'd Floor
New York; New York 10004
Attention: Rolf Edwards
nT11l
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: Michael Weinberger, Esq.
If to City: Santa Monica City Attorney
1685 Main Street, Room 310
Santa Monica, California 90401
Attention: Marsha Jones Moutrie, City Attorney
If to Borrower: By The Blue Sea, LLC
c/o The Edward Thomas Companies
9950 Santa Monica Boulevard
Beverly Hills, California 90212
Attention: Edward and Thomas Slatkin
With copies to:
Charles Locko, Esq.
10940 Wilshire Boulevard, Suite 1400
Los Angeles, California, 90024
F TIO
Skadden, Arps, Slate, Meagher Floom, LLP
Four Times Square
New York, New York 10036
Attention: Harvey R. Uris, Esq.
or to such other address as may be designated by the parties in the manner provided for
giving notice. Notices shall be deemed given upon personal delivery or upon receipt or refusal to
accept, as evidenced by the return receipt.
0
13. Miscellaneous. Secore is an intended beneficiary of this Agreement, and may
enforce in its favor all provisions hereof. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of City, Borrower and Secore. All rights of Secore under this
Agreement may be assigned by Secore without prior notice to the parties hereto and shall inure to
the benefit of Secore's successors and assigns, provided that Secore will notify City of any such
transfer within ten (10) days thereof. The foregoing sentence is not intended to modify Secore's
notice obligations with respect to any transfers by Secore of its rights under the License Agreement
pursuant to Sections 4 and 5 of this Agreement. This Agreement may not be supplemented,
modified, amended or terminated without Secore's prior written consent. Notice of acceptance
hereof by Secore is hereby waived. This Agreement may be executed and recorded in counterparts.
APPROVED AS TO FORM:
ATTEST:
w
MARIA STEWART
City Clerk
Dated: 2001
"City ":
CITY OF SANTA MONICA,
a municipal corporation
"Borrower ":
BY THE BLUE SEA, LLC,
a Delaware limited liability company
EDWARD SLATKIN
Title: Man�gcr
BY' E
THOMAS SL TKIN
Title: Manager
State of California )
) ss.
County of California )
On September 5, 2001, before me, Maria M. Stewart, Notary Public, personally
appeared Susan E. McCarthy, City Manager of Santa Monica, personally known to me
to be the person whose name is subscribed to the within instrument and acknowledged
to me that she executed the same in her authorized capacity, and that by her signature
on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal
Maria M. Stewart, Notar Public
Title /Type of Document:
Document Date:
Address, if any:
Number of pages:
Other signors:
SEAL:
i 1 1
A•, a e i x
' i all
Estoppel and Attornment Agreement
September 4, 2001
Shutters Hotel Site (One Pico)
36
Edward and Thomas Slatkin (By the Blue Sea,
LLC)
Signer isrepresenting the City'of�8anta Monica.
01 2164050 )b
STATE OF CALIFORNIA )
ss.
COUNTY OF
On • t4ao +/ ,before me,_ personally appeared
a ,Q Jl Z ,�,� , personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person( whose name( is subscribed to the within
instrument and acknowledged to me th he/too executed the same in (byl /h)" /#S
authorized capacity(ips), and that by his/ /their signature( on the instrument the
person(P or the entity upon behalf of which the person( acted, executed the instrument.
WITNESS my hand and seal.
Notary Public
[SEAL]]
°' •.. FRANCES M. OLIVERI
~ COMM. # 1238489 0
a e NOTARY PUBLIC - CALIFORNIA
c� r LOS ANGELES COUNTY
My Comm. Expires Oct. 18, 2003
01 216405011
STATE OF CALIFORNIA )
ss.
COUNTY OF� > )
On L , / 'Ava t ,before me, 1 0 %1r , personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persono) whose name(o is subscribed to the within
instrument and acknowledged to me thate)sP*/tbvy executed the same in is h0 /*,
authorized capacity(i4), and that by(> s' In /th )4r signature on the instrument the
person or the entity upon behalf of which the person() acted, executed the instrument.
WITNESS my hand and seal.
Notary Public
[SEAL]]
":. °.: •. FRANCES M. OLIVERI
° COMM. # 1238489 �
`� ° � ,= NOTARY PUBLIC- CALIFORNIASn
o ' LOS ANGELES COUNTY
.o : °" My Comm. ExpiresOcP.18,2003
EXHIBIT "A"
Leaal Description of Project Site
PARCEL 1:
PARCEL 1 OF PARCEL MAP NO. 18721, IN THE CITY OF SANTA MONICA,
AS PER MAP RECORDED IN BOOK 235 PAGES 41 TO 43 INCLUSIVE OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.,
PARCEL 2:
LOTS 101 11 AND 12 OF TRACT 1111, IN THE CITY OF SANTA MONICA,
AS PER MAP RECORDED IN BOOK 17 PAGES 154 AND 155 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 3:
LOTS 7, 8 AND 9 OF TRACT 1111, IN THE CITY OF' SANTA MONICA, AS
PER MAP RECORDED IN BOOK 17 PAGES 154 AND 155 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 4:
THAT PORTION OF PICO PLACE, SHOWN ON THE MAP OF TRACT 1111, IN
THE CITY OF SANTA MONICA, AS PER MAP RECORDED IN BOOK 17
PAGES 154 AND 155 OF MAPS, AS AUTO WAY, LYING SOUTHWESTERLY OF
THE NORTHWEST PROLONGATION OF THE NORTHEAST LINE OF LOT 7 OF
SAID TRACT .1111, AND LYING NORTHEASTERLY OF THE NORTHWEST
PROLONGATION OF THE SOUTHWEST LINE OF LOT 9 OF TRACT 1111, AS
VACATED BY THE CITY COUNCIL OF THE CITY OF SANTA MONICA BY
RESOLUTION NO. 7584 (CCS) , A CERTIFIED COPY OF WHICH WAS
RECORDED ON MARCH 31, 1988 AS INSTRUMENT NO. 88- 432777.
Legal Description of Licensed Property
PARCEL 5:
THOSE PORTIONS OF APPIAN WAY AND PICO BOULEVARD, AS SAID
STREETS ARE SHOWN ON THE MAP OF TRACT 39977, IN THE CITY OF
SANTA MONICA, AS PER MAP RECORDED IN BOOK 986 PAGES 17 AND 18
OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
AS DESCRIBED IN THAT CERTAIN LICENSE AGREEMENT, DATED
AUGUST 23, 1988 AND RECORDED SEPTEMBER 28, 1988 AS INSTRUMENT
NO. 88- 1563010, AND PER ASSUMPTION AND ASSIGNMENT AGREEMENT
RECORDED DECEMBER 4, 1992 AS INSTRUMENT NO: 92- 22754.23.
LW056389J.NV4 EXHIBIT "A"
01 2164050 1]
EXHIBIT `B"
LICENSE AGREEMENT
CONTRACT NO
RECOP,DE !l CMC AL .!C ?
REC DER' OFFICE9(,
LOS AN CO'J t
CA ORNIA _..
1 MIN' 2 PRSEP 28 1988
RECORDING REQUESTED BY PASTY
AND WHEN RECORDED MAIL TO: tt
City of Santa Monicaa
Attention: Peggy Curran,
Director of Economic Development
1685 Main Street ��Q
Santa Monica, California 90401 -3295
NO RECORDING FEE PER SECTION 27383
OF THE CALIFORNIA GOVERNMENT CODE
Ftt�S J�cd
LICENSE AGREEMENT ' J � (j
This LICENSE AGREEMENT (hereinafter "License Agreement "), _
entered into this Z -�a.Dday of August, 1988, by and between the
CITY OF SANTA MONICA, a municipal corporation (hereinafter
"City ")., and SAM STEIN (hereinafter "Licensee "), is made with
reference to the following recitals of fact:
R E C I T A L S:
A. City is a municipal corporation duly organized and
validly existing under the laws of the State of California with
the powers enumerated in the statutes of the State of California
and the Charter of the City.
B. Licensee is the owner of the real property located in
the City of Santa Monica, County of Los Angeles, state of
California, more particularly described in the legal description
attached hereto as Exhibit "A" (hereinafter "Project Site "), and
is the owner of R.E. International Hotels Group.
8/19/88/RHH479 -10
01 2164050
C. Licensee's plans for the construction' of a hotel
( "Project Plans ") on the Project Site were approved by City
pursuant to Development Review 325 (CUP 417, ZA 5169 -Y) on
December 1, 1987 ( "Project Approval ").
D. City and Licensee desire to enter into a License
Agreement for the operation of various hotel facilities described
herein, on the real property located in the City of Santa Monica
which is hereinafter described upon the terms and conditions
herein.
NOW, THEREFORE, it is mutually agreed by and between the
undersigned parties as follows:
1. TERM AND PURPOSE OF LICENSE. Pursuant to the terms and
conditions contained herein, and pursuant to Special Condition 4
of the Project Approval, the City hereby grants to Licensee to
the extent permitted by law a license ( "License ") for the exclu-
sive use and occupancy for hotel facilities pursuant to the
Project Plans ( "Project ") upon the following portions of City
property and rights -of -way located in the City of Santa Monica,
County of Los Angeles, State of California (hereinafter collec-
tively referred to as the "Licensed Property ") : (a) a portion of
the subterranean area under Appian Way, approximately 40 feet
wide between Pico Boulevard and Vicente Terrace, for subterranean
parking, as described in Exhibit "e", attached hereto and incor-
porated herein by this reft- rence; (b) a portion of the air space
over Appian Way, approximately 56 feet wide', for an open air
""' "U, 94 1862745
EXHIBIT 9 z / /
1 216405E
pedestrian overpass, as described in Exhibit "C ", attached hereto I%
and incorporated herein by this reference; and (c) a portion of
Pico Boulevard, approximately 52 feet by 29 feet for a restaurant
terrace /dining area, as described in Exhibit "D ", attached hereto
and incorporated herein by this reference. The Licensed Property
shall be used by Licensee for an open air pedestrian overpass and
patio area, a portion of a subterranean parking structure, and an
outdoor dining area pursuant to the Project Plans, and such other
uses as may hereinafter be approved by the City pursuant to then. -
applicable procedures for approvals of new uses or changed uses.
City hereby grants the Licensee this License for a term
equal to the life of the hotel structure to be constructed
pursuant to the Project Plans, including any alterations,
remodeling or repairs made during the course of the life of the
building ( "Project "). The License shall terminate when the hotel
structure is more than 50% voluntarily removed or replaced,
except if such replacement results from fire, flood, earthquake
or other peril; provided, however, in the event of the involun-
tary destruction of more than 50% of the hotel structure, the
License shall terminate unless Licensee obtains a Building Permit
for the replacement of the hotel structure within eighteen (18)
months of such destruction and Licensee diligently thereafter
pursues the completion of such replacement structure. Notwith-
standing anything to the contrary contained, the term of the
within License shall terminate seventy -five (75) years from the
date hereof, unless termiftited earlier as provided in Sections 18
and 28 of this License Agreement.
8
94 "8627
EXHIBIT
2. PREMISES AND USE. The Licensed Property covered by this
License Agreement shall be only such as are described in
Paragraph 1 above. Licensee shall not use any property of the
City other than the Licensed Property.
The property described in Exhibit "B" shall be used for
subterranean parking in conformance with the Project Plans.
The property described in Exhibit "C" shall be used for
an open air pedestrian overpass and patio area in conformance
with the Project Plans.
The property described in Exhibit "D" shall be used for
an outdoor dining area in conformance with the Project Plans.
3. LICENSE FEE. Licensee shall pay the City a lump su-m
amount of $553,000 in full payment for the License created
herein. Payment to the City shall be by check and be made
payable to the order of the City of Santa Monica and made prior
to the issuance of the Building Permit for the subject hotel.
4. FOOD, BEVERAGE AND CONFECTIONERIES All foods, bever-
ages and confectioneries sold or kept for sale by the Licensee on
the Licensed Property shall conform to federal, state, county and
municipal food laws, ordinances and regulations in all respects.
The sale of alcoholic beverages on the Licensed Property shall be
allowed upon compliance with all applicable federal, state and
city statutes, regulations, rules and ordinances.
5. MAINTENANCE AND OPERATION Licensee,.. at its sole
obligation and expense, shall keep the Licensed Property in a
clean, sanitary, and readonably attractive condition.
-4-
RM
94 1862745
)
1 2104050
6. CONDITION OF LICENSED PROPERTY. Licensee hereby accepts
the Licensed Property in its present "AS -IS" physical condition,
and City shall not be required to make any alterations, improve-
ments or repairs therein or thereon.
7. CONDUCT AND RIGHTS OF ENTRY BY CITY. The Licensee shall
at all times conduct its business on the Licensed Property in a
quiet and orderly manner so that same shall not become or
constitute a nuisance either public or private.
Notwithstanding anything to the contrary, it is
expressly understood and agreed that the City, any authorized
agent thereof, or any other public agency having jurisdiction
thereof, shall have the right of entry onto and upon the Licensed
Property for the purposes of: (i) performing maintenance, repair
or replacement on the Licensed Property for public purposes
(including, but not limited to, the repair, maintenance and
replacement of public utilities), (ii) performing the mainten-
ance, repair or replacement on the Licensed Property in the event
that Licensee shall default in its obligations to maintain the
Licensed Property as herein provided, and (iii) making emergency
repairs. Such right of entry by the City or any authorized agent
thereof shall be exercised in such a manner as to avoid any
unreasonable or unnecessary interference with the possession, use
and /or enjoyment of the Licensee (or its authorized agents,
business invitees, etc.) and shall be preceeded by at least
forty -eight (48) hours prior written notice to Licensee, however,
that such right of entry'. "shall be permitted without any prior
notice whatsoever in the event of an emergency. Notwithstanding
e
884540,
5
EXHIBIT
2164050``
anything to the contrary contained herein, it is expressly
understood and agreed that the City: (i) cannot guarantee nor
shall it assume any liability in the event that any other public
agency fails to give to License such notice as described
hereinabove, and (ii) shall not be responsible or liable for the
acts, errors, or omissions of any other public agency or third
party with respect to such other public agency's or third party's
actions regarding the maintenance, repair, or replacement of the
Licensed Property.
8. EMPLOYEES' AND MECHANICS' LIENS. Licensee shall keep
the Licensed Property and every estate, right, title and interest
therein, or in or to any part thereof, at all times during the
term of this License Agreement, free and clear of any mechanics'
liens, and other liens, and liens of labor, services, supplies,
equipment, or material incurred by it, and Licensee will at all
times fully pay and dischar-e and wholly protect, defend and save
harmless City on account of said liens, or claims, or assertions,
or filings thereof. If Licensee shall contest the validity of
any such lien, claim, or demarrd, then Licensee shall, at its sale
cost defend itself and City against the same and shall pay and
satisfy any such adverse judgment that may be rendered thereon
before the enforcement thereof, against Licensee or the Licensed
Property, upon the condition that, if City shall require,
Licensee shall furnish to City a surety bond in an amount equal
to such contested lien claim or demand holding the Licensed
Property free from the effect of such lien or claim.
88-15 010
—6—
EXHIBIT g
# 0 i -W
01 2164050 �V
9. TAXES. Licensee shall exonerate, indemnify and hold"
harmless the City from and against, and shall defend the City
from and against, and shall assume full responsibility for,
payment of all wages or salaries and all federal, state, and
local taxes or contributions imposed or required under the
Unemployment Insurance, Social Security, Income Tax laws,
Worker's Compensation laws, or other laws with, respect to
Licensee's employees engaged in the performance of Licensee's
obligations hereunder. Licensee shall pay any and all taxes upon
personal property and improvements belonging to Licensee, and
Licensee shall pay all sales and other taxes levied against the
operation of Licensee's business.
10. INSURANCE REQUIREMENTS. Prior to the commencement date
of this License Agreement, Licensee shall furnish City with cer-
tificates showing the type, amount, class of operations covered,
effective dates and dates of expiration of the insurance policies
with respect to the insurance coverage as required and described
hereinafter. Licensee's indemnification obligations shall not be
limited or reduced due to the Insurance coverage required herein.
Such certificates shall also contain substantially the following
statement: "The insurance covered by this certificate shall not
be canceled or materially altered, except after thirty (30) days'
written notice has been received by the City of Santa Monica ".
It is agreed that Licensee shall maintain or cause to be
maintained in force at all times during the performance of this
License Agreement the fol'l'owing policies of insurance, and that
said policies shall be primary and secured from a good and
01 2.64050
responsible company or companies, acceptable to City, doing
insurance business in the State of California:
A. Comprehensive General Liability Insurance A
comprehensive general liability policy with a minimum
limit of not less than Five Million Dollars ($5,000,000)
per occurrence combined single limits for bodily injury
and property damage, covering at least all of the
following:
1. Premises - Operations
2. Premises Medical
a. Minimum limit of $1,000 /10,000
3. Products /Completed Operations
4. Personal Injury
5. Fire Legal Liability with a minimum limit
of $50,000.00
6. Contractual Liability
B. Worker's Compensation Insurance and Employer's
Liability Insurance Licensee shall maintain or cause
to be maintained for its employees: (i) worker's com-
pensation insurance which complies with all requirements
of the California Labor Code, and (ii) Employer's
Liability Insurance with limits of $1,000,000 per
accident.
C. Additional Requirements Pertaining to Policies
of Insurance. Any insurance policies maintained (or
caused to be maintained) by Licensee to satisfy the
requirements of this License Agreement shall meet the
following re tPirements:
-1812 7y5
5 _8_ 94 186
P M RIT
' 01 2M059
(i) Acceptability of Insurers. Each such
required insurance policy shall be
procured from insurance companies
admitted to do business in the State of
California and shall be rated B + 10 or
better by A.M. Best's rating service.
(ii) Verification of Insurance. Licensee
shall furnish to City satisfactory
certificates of insurance, copies of
each insurance .policy, and original
endorsements affecting coverage
required and fully complying with all
insurance specifications stated herein.
Each such original endorsement shall be
signed by a person authorized by that
particular insurer to bind coverage on
its behalf.
(iii) Coverage During Construction of
Project. Licensee shall cause the
General Contractor for the Project to
provide to the City certificates of
insurance naming the City as an addi-
tional insured thereunder and binding
endorsements evidencing satisfactory
compliance by the General Contractor
with the insurance requirements stated
herein.
O'Tl 010 _ -9- �
EXHIBIT R 94 ,862745
1
2164050 .,
(iv) Deductibles and Self- Insured Retention. °3
Any deductibles or self- insured reten-
tion on the insurance policies required
herein shall be declared to City and be
subject to City's written approval. At
the discretion of City, either (1) the
insurer may be required to reduce or
eliminate such deductibles or self-
insured retentions as respects City,
its officials, and employees, or (2)
Licensee may be required to procure a
bond guaranteeing payment of losses,
related investigation, claim admini-
stration, and defense expenses.
(v) Notice Pertaining to Insurance Poli-
cies. Each policy of insurance shall
require thirty (30) calendar days prior
written notice of cancellation, non-
renewal, or material changes in the
terms of such policy.
(vi) Miscellaneous. Each policy of insur-
ance shall also contain the following
or comparable language:
(aa) "This insurance shall not be
canceled, limited in scope of
covetage or limits or non. -
renewed until after thirty
7 1 2164050
(30) calendar days written
notice has been given to the
City.°
(bb) "The City of Santa Monica,
members of its City Council,
boards and commissions, offi-
cers, agents, and employees
are included as additional
insureds with regard to dam-
ages and defense of claims
arising from (1) activities
performed by or on behalf of
Licensee or, (2) products and
completed operations of Licen-
see or (3) premises owned,
leased, or used by Licensee."
(cc) "It is agreed that any insur-
ance maintained by City shall
apply irr excess of and not
contribute with, insurance
provided by the policy."
(dd) "- Insurers shall have no right
of recovery or subrogation
against City (including its
employees, and other agents
and 'agencies), it being the
intention of the parties that
the insurance policies so
effected shall protect both
parties and be primary cover-
age for any and all losses
covered by the above - described
insurance."
(ee)
"The above- described policies
shall apply separately to each
insured against whom claim is
made or suit is brought except.
with respect to the limits of
the insurance company's lia-
bility."
(ff)
"The insurance company issuing
the policy or policies shall
have no recourse against the
City for payment of any premi-
ums or for assessments under
any form -of policy."
(gg)
"Any and all deductibles in
the above - described insurance
policies shall be assumed by
and be for the account of, and
at the sole risk of,
Licensee."
D. In the
event %Licensee, for any reason, fails
to maintain (or
cause to be maintained) the insurance
01 2164.050
coverage which is required pursuant to this License af`
Agreement, the same shall be deemed a material breach by
Licensee of this License Agreement. In such event, and
subject to Licensee's rights to cure said default pursu-
ant to the provisions of Paragraph 18 hereinafter (pro-
vided, however, Licensee shall for purposes hereof have
only ten (10) business days to cure said default), City,
at its sole option, may terminate this Agreement and
obtain damages from the Licensee resulting from said
breach. Alternatively, City may purchase such required
insurance coverage (but has no special obligation to do
so), and Licensee shall pay to the City the cost of all
insurance obtained by the City within ten (10) business
days from the receipt by Licensee of an invoice covering
the premiums for said insurance obtained by the City.
11. LAW AND ORDINANCE. Licensee shall conduct its business
on the Licensed Property in accordance with all the laws,
ordinances, rules and regulations applicable to such business, as
from time to time adopted by City, County, State and united
States.
12. PERMITS AND LICENSES. The Licensee shall be required to
obtain any and all permits or licenses that may be required from
time to time in connection with the operation of its business on
the Licensed Property.
13. PROHIBITION AGAINST TRANSFER. Licensee shall not
assign, sublease, hypothecate, or transfer this License Agreement
or any interest therein directly or indirectly, by operation of
,862745
1 2164050
law or otherwise without the prior written consent of the Cityl`}
which consent shall not be unreasonably withheld; provided,
however, that Licensee may assign, sublease, hypothecate or
otherwise transfer any or all of its rights under this License
Agreement to any successor owner of the Project Site or any
portion thereof and /or to any person or entity providing finan-
cing to such owner which financing is secured in whole or in part
by the Project Site and /or the improvements thereon. In the
event of a transfer or sale by Licensee of its interest in the
Project Site or any portion thereof, and provided the transferee
and /or new owner assumes all of Licensees obligations and cove-
nants hereunder pursuant to a written assignment and assumption
agreement approved by the City (which approval shall not be
unreasonably withheld by the City) and provided further that
there is no change of use for the Project or the Licensed Prop-
erty pursuant to the then City permitted uses for the Project at
the time of such transfer, then the undersigned Licensee shall
have no further liability or obligations hereunder. Notwith-
standing anything to the contrary contained hereinabove, the Citv
does hereby acknowledge that Licensee has entered into a Manage-
ment Agreement ( "Management Agreement ") with the Hyatt Corpora-
tion, wherein Hyatt Corporation shall manage and operate the
hotel and all of its facilities; the City hereby agrees that the
Management Agreement does not constitute an assignment, sublease
or transfer of this License Agreement and accordingly the
execution of the Management Agreement does not constitute a
violation under this Paragraph 13. Licensee hereby agrees to
i
• CS . c 3 0 10
-EXHIBIT 8
� 94 1862745
01 216405
�n
deliver to the City for review a copy of the fully executed
Management Agreement and the City does hereby covenant and agree
to keep the contents of such Management Agreement confidential
and to not disclose the contents of the Management Agreement to
any third party.
14. WAIVER OF BREACH. A waiver by the City of any breach of
any term, covenant or condition contained herein shall not be
deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition contained herein whether of the
same or a different character.
15. HOLD HARMLESS AND INDEMNIFICATION. Licensee shall
indemnify, defend and hold harmless City, its City Council,
boards and commissions, officers, agents, servants and employees
from and against any and all loss, damages, liability, claims,
suits, costs and expenses, whatsoever, including reasonable
attorneys' fees, arising out of Licensee's obligations pursuant
to this License Agreement or Licensee's activities and uses on
the Licensed Property.
Licensee shall indemnify, defend and hold harmless the
City, its City Council, boards and commissions, officers, agents,
servants and employees from and against any and all claims and
losses whatsoever, including reasonable attorneys' fees,
occurring or resulting from any and all persons, firms or
corporations furnishing or supply work, services, materials,
equipment or supplies in connection with services or work
conducted or performed at' Licensee's request or on behalf of
Licensee pursuant to this License Agreement and arising out of
such activities*,gr work,. and from any and all claims and losses
01 2164050
(
whatsoever, including reasonable attorneys' fees, occurring or
resulting to any person, firm or corporation for damage, injury
or death arising out of Licensee's operations.
16. INDEPENDENT CONTRACTOR It is understood and agreed
that Licensee, in the performance of this License Agreement, will
be acting in the wholly independent capacity and not as the
agent, employee, partner, or joint venturer of the City.
17. DEFAULT. In the event Licensee fails or refuses to
perform any of the provisions of this License Agreement at the
time and in the manner required hereunder, City shall 'send to
Licensee and to any lender (if such lender has a recorded encum-
brance against the Project Site and if such lender has given
written notice to the City advising the City that it is a lender
for the Project and requests written notice from the City of any
such default by Licensee) written notice of the default specify-
ing the nature of such default and the steps necessary to cure
such default. Notwithstanding the foregoing, the failure of the
City to send the aforesaid notice to any said lender shall not
invlidate the notice of default sent by the City to Licensee. If
such default is not cured within a period of thirty (30) days
after receipt by Licensee from City of written notice of default,
City may revoke this License Agreement forthwith by giving
Licensee written notice thereof; provided, however, that if the
nature of Licensee's noncompliance is such that more than thirty
(30) days are reasonably required for its cure, then Licensee
shall not be deemed to bean default if Licensee commenced such
cure within said thirty (30) day period and thereafter diligently
pursues such cure "to completion.
r
-16- I� 1862
IBIT
,I y
2164050
18. ESTOPPEL CERTIFICATE. City shall at any time upon not
less than thirty (30) days' prior written notice from Licensee
execute, acknowledge and deliver to Licensee a statement in
writing (a) certifying that this License Agreement is unmodified
and in full force and effect (or, if modified, stating the nature
of such modification and certifying that this License Agreement
as so modified is in full force and effect), (b) acknowledging
that there are not, to City's knowledge, any uncured defaults on
the part of Licensee, or specifying such defaults if any are
claimed, and c) setting forth such additional information as may
be reasonably requested by Licensee or by a prospective purchaser
or encumbrancer of the Project Site. Any such statement may be
conclusively relied upon by any prospective purchaser or encum-
brancer of the Project Site or of Licensee's business. If City
fails to deliver such statement within such time, it shall be
conclusive that (a) this License Agreement is in full force and
effect without modification, and (b) there are no uncured
defaults in Licensee's performance. City hereby further agrees
to execute any documents as-may be reasonably required by a
lender and /or encumbrancer of the Project Site to effectuate an
attornment of this License Agreement between City and such lender
and /or encumbrancer of the Project Site, provided such attornment
agreement shall not impose any additional obligations upon the
City or grant to such lender any additional rights with respect
to the Project than Licensee had.
19. NOTICES. All notices, demands, requests or approvals to
be given under this License Agreement, shall be given in writing
and shall be deemed served when delivered personally, or seventy-i
Ji7® ®1 -17-
86 145
EXHIBIT 1
01 2164051
two (72) hours after the deposit thereof in the United States
mail, postage prepaid, registered, or certified, addressed as
hereinafter provided.
All notice, demands, requests or approvals from Licensee
to City shall be addressed to the Santa Monica City Attorney,
1685 Main Street, Santa Monica, California 90401. All notices,
demands, requests or approvals from the City to Licensee shall be
addressed to:
Sam Stein
R.E. International Hotels Group
9460 Wilshire Boulevard
Beverly Hills, California 90212
With a copy to:
Howard, Kulik & Chizever
10960 Wilshire Boulevard
Suite 2100
Los Angeles, California 90024
Attention: Roger H. Howard, Esq.
20. ATTORNEYS' FEES AND COSTS OF LITIGATION. Should either
party hereto institute any action or proceeding in court to
enforce any provision hereof or for damages by reason of an
alleged breach of any provisions of this License Agreement, the
prevailing party shall be entitled to receive from the losing
party all costs and expenses and such amount as the court may
adjudge to be reasonable attorneys' fees for the costs incurred
by the prevailing party in such action or proceeding.
21. CAPTIONS FOR CONVENIENCE. The captions herein are for
convenience only and are not a part of this License Agreement and
do not in any way limi1r, define or amplify the terms and
provisions hereof.
y
2164050
22. COUNTERPARTS. This License Agreement may be executed in
several counterparts, each of which is an original, and all of
which together constitute but one and the same document.
23. MERGER OF NEGOTIATIONS. This License Agreement repre-
sents the full and complete understanding with respect to the
subject matter herein between the parties hereto and all
preliminary negotiations and agreements of whatsoever kind or
nature are merged herein. No verbal agreement or implied
covenant shall be held to vary the provisions hereof.
24. SEVERABILITY. The invalidity of any provision of this
License Agreement as determined by a court of competent
jurisdiction shall in no way affect the validity of any other
provision hereof.
25. GOVERNING LAW. The validity of this License Agreement
and any of its terms or provisions, as well as the rights and
duties, shall be interpreted and construed pursuant to the law of
the State of California.
26. QUIET POSSESSION; EXCLUSIVE REMEDY UPON DETERMINATION OF
INVALIDITY. So long as Licensee observes and performs all of
the covenants, conditions, and provisions on Licensee's part to
be observed and performed hereunder, Licensee shall have quiet
possession of the Licensed Property to the extent permitted by
law and as set forth in this License Agreement, and except to the
extent permitted or required by law, City shall not unreasonably
interfere with Licensee's quiet possession of the Licensed Prop-
erty. Notwithstanding thor foregoing, city shall be without any
obligation or duty to assure that Licensee's quiet possession of
the Licensed •P, Yoperty will not be interfered with by third
parties. '/ n.a A 1pld r,
01 216,1050
In the event this License Agreement is determined to be
invalid by final judgment of a court of competent jurisdiction,
this License Agreement shall immediately terminate and Licensee
may be required, at Licensee's sole expense, to remove any and
all improvements on the Licensed Property, and repair any damages
caused thereby if: (i) said Court requires such removal, or (ii)
the City reasonably determines that such removal is necessary for
the public welfare.
In the event of such termination and prior to any
removal of the subject improvements, city will use reasonable
best efforts to explore with Licensee alternative means for
permitting the uses of the Licensed Property described herein.
However, it is understood and agreed that actions by City
concerning exploration of alternative means shall not bind the
City, and that the City Council, in its sole discretion, has the
exclusive authority to approve or disapprove any potential
alternatives and to require the execution of appropriate written
agreements setting forth the terms of such alternative.
Licensee expressly agrees that Licensee shall have no
claim or right against City for termination based upon the
invalidity of the License Agreement and Licensee hereby waives
any such claims or rights against City.
27. TERMINATION. This License Agreement is entered into in
contemplation of the construction by Licensee of a hotel on the
Project Site in accordance with the Project Plans. If for any
reason, including, but not.-limited to, a final determination by.a
court of competent jurisdiction that said hotel cannot be
a 64050
constructed, or if Licensee does not commence construction of
said hotel within three (3) years from the date of execution of
this License Agreement, then this License Agreement shall become
null and void and of no further legal force and effect and all
funds paid hereunder by Licensee to City, less a sum equal to all
funds expended pursuant to this License Agreement and all accrued
and unpaid expenses, shall be returned to Licensee; provided,
however, in no event shall City be obligated to return any funds
pursuant to this paragraph after three (3) years from the date of
execution of this License Agreement,
IN WITNESS WHEREOF, the parties have caused this License
Agreement to be executed the day and year first above written.
APPROVED AS TO FORM: CITY OF SANTA MONICA,
a municipal corporation
By
Robert M. Myers, John Jaii i
City Attorney C "ty an
LICENSEE•
SAM STEIN
Sam
in
-21-
am
l/ 94 1862745
i
LEGAL DESCRIPTION 01 216do5® ...
PARCEL 1:
LOT 1 OF TRACT NO. 39977, IN THE CITY OF SANTA MONICA, IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BOOK 986 PAGES 17 AND 18 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
PARCEL 2:
LOTS 10, 11 AND 12 OF TRACT NO. 1111, IN THE CITY OF SANTA
MONICA, IN THE COUNTY OF LOS ANGELES, STATE OF CALFORNIA, AS PER
MAP RECORDED IN BOOK 17 PAGES 154 AND 155 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 3:
LOTS 7, 8, AND 9 OF TRACT 1111, IN THE CITY OF SANTA MONICA, IN
THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 17 PAGES 154 AND 155 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
P
I
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
,i
01 2164050
On August 23, 1988, before me, the undersigned, a Notary
Public in and for said State, personally appeared John Jalili,
known to me to be the City Manager of the City of Santa Monica, a
municipal corporation,. and known to me to be the person who
executed the within instrument on behalf of said City of Santa
Monica, and acknowledged to me that such City of Santa Monica
executed the same
WITNESS my hand and official seal
GRANT T. BURTON
' Notary Public -0alitomia
LOS ANGELES COUNTY
i
My Comm. Exp. Dec. % 1991
(SEAL)
i 1
tos Angeles, State
Commission expires
or the County
of California
MIEM
STATE OF CALIFORNIA )
)SS.
COUNTY O� LOS ANGELES )
On
Notary Public 'fin
appeared
the basis of sat s�
subscribed to /the
executed the same.
W
MA 25, 19 be re
ai County
oily known ,t
actory evidence to be t
within instrument/ and
01 216405
,
me, the undersigned aZ
and State, peraonall,+
me or proved tome, -on
hh, person whose na.\fe is %
aXknowledged that he
my hand,. and official seal.
OF7COUNTy \ '
,\
GRA
Notary lo d r y P u 1 c in r
LOS AY %�
County a. State
My Com881 /
( S E A L )
STATE OF CALIFORNIA )
)SS.
COUNTY OF LOS ANGELES )
On 2 3 1Q , before me, the undersigned, a
Notary Public i an or Sal and State, personally
appeared SAM STEIN, personally known to me or proved to me on the
basis of satisfactory evidence to be the ,person whose name is
subscribed to the within instrument and acknowledged that he
executed the same.
WITNESS my hand and official seal.
OFFICIAL SEAL
GRANT T. BURTON
Notary Public C 11tomla
Los ANGELES couNTY
No ry eUD11C i a or sai
M County and State
( S E A L )
3v- EXHIBIT 1862745
01 2164050(1
EXHIBIT "A"
i
Legal Description of Project Site
PARCEL 1:
PARCEL 1 OF PARCEL MAP NO. 18721, IN THE CITY OF SANTA MONICA,
AS PER MAP RECORDED IN BOOK 235 PAGES 41 TO 43 INCLUSIVE OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL 2:
LOTS 10, 11 AND 12 OF TRACT 1111, IN THE CITY OF SANTA MONICA,
AS PER MAP RECORDED IN BOOK 17 PAGES 154 AND 155 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 3:
LOTS 7, 8 AND 9 OF TRACT 1111, IN THE CITY OF' SANTA MONICA, AS
PER MAP RECORDED IN BOOK 17 PAGES 154 AND 155 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 4:
THAT PORTION OF PICO PLACE, SHOWN ON THE MAP OF TRACT 1111, IN
THE CITY OF SANTA MONICA, AS PER MAP RECORDED IN BOOK 17
PAGES 154 AND 155 OF MAPS, AS AUTO WAY, LYING SOUTHWESTERLY OF
THE NORTHWEST PROLONGATION OF THE NORTHEAST LINE OF LOT 7 OF
SAID TRACT .1111, AND LYING NORTHEASTERLY OF THE NORTHWEST
PROLONGATION OF THE SOUTHWEST LINE OF LOT 9 OF TRACT 1111, AS
VACATED BY THE CITY COUNCIL OF THE CITY OF SANTA MONICA BY
RESOLUTION NO. 7584 (CCS) , A CERTIFIED COPY OF WHICH WAS
RECORDED ON MARCH 31, 1988 AS INSTRUMENT NO. 88- 432777.
Legal Description of Licensed Property
PARCEL 5:
THOSE PORTIONS OF APPIAN WAY AND PICO BOULEVARD, AS SAID
STREETS ARE SHOWN ON THE MAP OF TRACT 39977, IN THE CITY OF
SANTA MONICA, AS PER MAP RECORDED IN BOOK 986 PAGES 17 AND 18
OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
AS DESCRIBED IN THAT CERTAIN LICENSE AGREEMENT, DATED
AUGUST 23, 1988 AND RECORDED SEPTEMBER 28, 19.88 AS INSTRUMENT
NO. 88- 1563010, AND PER ASSUMPTION AND ASSIGNMENT AGREEMENT
RECORDED DECEMBER 4, 1992 AS INSTRUMENT NO. 92'- 2275423.
1862145
C \A056389J.NW4 EXHIBIT "A"