SR-08-14-1979-11JSanta Monica, California, August 2, 1979
TO: Mayor and City Council
Redevelopment Agency
FROM: City Staff
SUBJECT: Downtown Redevelopment Project - Approval of
"Assignment of Sublease and Consent to Assignment"
AUG 1 4 1979
Background
In accordance with the terms of the "Disposition and Development Agreement" with
Santa Monica Place Associates, and the "Agreement for Sublease, Operation and
Maintenance of Parking Facilities (On -Site Parking)," City Council and Redevelopment
Agency ratification is required before any financial interest in the project can be
assigned to parties not named in the original agreements.
Santa Monica Place Associates have submitted a request for Council and Agency consent
to an assignment of a five percent (50) financial interest in the project to
Richard D. Jones and R -J Investments. Under this arrangement, Rouse would retain
its seventy -five percent (75 %) interest; Hahn would be reduced to a twenty percent
(20%) interest; and, the proposed Assignees would hold the remaining five percent
(50) interest.
The proposed assignment would be with respect to the distribution of future profits
only, and in no way would relieve or release Hahn or Rouse from their current
contractual commitments to the City or the Redevelopment Agency.
Recommendation
It is recommended that the City Council and the Redevelopment Agency.-approve the
attached "Assignment of Sublease and Consent to Assignment" and authorize the
execution of this document.
Prepared by: John Hemer
JH:mh
Attachment
r
A U G 1 4 1979
ASSIGNMENT OF SUBLEASE AND
CONSENT TO ASSIGNMENT
PARTIES:
The Parties to this Agreement are THE CITY OF SANTA MONICA (the
"City "), a municipal corporation duly organized and existing under
its charter and the laws of the State of California, SANTA MONICA
PLACE ASSOCIATES, a California general partnership, of which Ernest
W. Hahn, Inc., a California corporation ( "Hahn ") and The Rouse
Development Company of California, Inc., a Maryland corporation
( "Rouse ") are the general partners (the "Assignor "), and SANTA
MONICA PLACE ASSOCIATES, a California limited partnership of which
Hahn and Rouse are the general partners and Richard D. Jones, an
individual ( "Jones ") and R -J Investments¢56016gyiy, a California
corporation ( "R -J ") are the limited partners (the "Assignee ").
RECITALS:
A. The City and Assignor have heretofore entered into an
Agreement for Sublease, Operation and Maintenance of Parking
Facilities, dated December 22, 1978, as amended by a First Amendment
to Agreement for Sublease, Operation and Maintenance of Parking
Facilities, dated May 1, 1979, which documents are herein referred
to as "the Sublease ".
B. Assignor was formed as a general partnership for the
purpose of owning, developing, managing and operating a regional
shopping center to be known as Santa Monica Place on certain real
property located in the City of Santa Monica.
C. Assignee is the successor in interest to Assignor and
Assignee was formed for the purpose of restructuring Assignor as a
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limited partnership, with Jones and R -J, as limited partners, having
a combined five percent (5 %) limited partnership interest in Assignee.
Rouse continues to hold its seventy -five percent (75 %) interest
as a general partner, and Hahn retains a twenty percent (20 %) interest
as a general partner. Except to the extent Hahn's interest in the
profits of the partnership have been reduced, the rights and obliga-
tions'of Rouse and Hahn,'as general partners of the Assignee, are
exactly the same as their respective rights and obligations as
general partners of Assignor.
D. As part of a general assignment of all of its rights and
obligations, Assignor has heretofore made a permitted assignment of
its interest in the REA (as defined in the Sublease) and in the Off -
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Site Parking Easement and Permit Agreement, dated December 22, 197',
as amended May 1, 1979.
E. Assignor desires by this Agreement to transfer, assign and
convey to Assignee Assignor's interest under the Sublease, and
Assignee desires to accept and consent to the assignment of said
interest and to be bound by and to comply with all of the terms
and provisions of the Sublease. City, by its execution of this
Consent to Assignment, intends to evidence its approval of such
assignment and to evidence that such assignment is in full compliance
with the provisions of the Sublease.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained, the parties hereto agree as follows:
1. Assignor hereby transfers, assigns and conveys to Assignee
all of Assignor's right, title and interest in, to and under the
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Sublease. Assignee hereby accepts said assignment and agrees to
assume, be bound by, and to perform all of the duties and obligations
of Assignor under the Sublease.
2. City hereby consents to the assignment by Assignor to
Assignee. Said consent is given pursuant to and in accordance with
the provisions of the Sublease.
3. On and after the date of this assignment, the Parties agree
that Assignee shall be fully obligated to perform or discharge any
obligation, duty or liability of Assignor under the Sublease, and
that Assignee is entitled to the rights, powers and benefits of
Assignor under the Sublease.
IN WITNESS WHEREOF, this Consent to Assignment is duly made as
of this day of 1979.
SANTA MONICA PLACE ASSOCIATES,
a California general partnership
By Ernest W. Hahn, Inc.,
a lifornia corporation
GXral Partner
1
By The Rouse Development Company
o Ca fb nia, Inc.,
a corporat�� (( ion
General P r ner
02
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"ASSIGNOR"
SANTA MONICA PLACE ASSOCIATES,
a California limited partnership
By Ernest.W. Hahn, Inc.,
a California corporation
General Partner
.By 4L-U\
By The R use Development Company
o Ca fo nia, Inc.
a* p��A corporation
all
ATTEST: CITY OF SANTA MONICA
By By
City Clerk
ATTEST:
Secretary
APPROVED AS TO FORM:
By
Ac-ii City Attorney
REDEVELOPMENT AGENCY OF
THE CITY OF SANTA P40NICA
"ASSIGNEE"
State of California )
) ss.
County of Los Angeles)
On S , 1979, before me, the un rsigned, Notary
Public i nd r said S", q, personally appeared �
known to me to be the U<-< -� President of Ern t W. Hahn, Inc.,
the corporation that executed the within instrumelift and known to me to be
the person who executed the within instrument on behalf of said
corporation, said corporation being known to me to be'one of the
partners of SANTA MONICA PLACE ASSOCIATES, a California general
partnership, the partnership that executed the within instrument;
and acknowledged to me that such corporation executed the same as,
such partner and that such partnership executed the same.
WITNESS my hand and official seal.
OF" I i AL
>' O -ANE F:17S0
J'i NCTA. Y U
` LOS F,Fi'3b_ES CC
1330
�Y
State of California )
) ss.
County of Los Angeles)
On , 1979, before me, the under igned, a Totary.
Public in nd or said State, personally appeared C' ,
known to me t be the () C P_ President of The Rouse'Develolftent
Company of California, Inc., the corporation that executed the within.
instrument, and known to me to be the person who executed the 'within
instrument on behalf of said corporation, said corporation being
known to me to be one of the partners of SANTA 140NICA PLACE ASSOCIATES,
a California general partnership, the partnership that executed the
within instrument, and acknowledged to me that such corporation executed
the same as such partner and that such partnership executed the same.
WITNESS my hand and official seal.
OFFICIAL SEAL
CAROL L. DE LAY
?'
o NOTARY PUBLIC •CALIFORNIA
% '- LOS ANGELES COUNTY
�4s My comm. expires AUG 20, 1982
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s,.,
N
State of California )
) ss.
County of Los Angeles)
On NQ S 1979, before me, the un r igned., a Notary
Public i an £or said St1�ate, personally appeared ��
known t me to be the (/ e9J President of Ernes W. Hahn, Inc., the
corporation that executed the within instrument iafid known to me to
be the person who executed the within instrument on behalf of said
corporation, said corporation being known to me to be one of the
partners of SANTA MONICA PLACE ASSOCIATES, a California limited
partnership, the partnership that executed the within instrument,
and acknowledged to me that such corporation executed the same as
such partner and that such partnership executed the same.
WITNESS my hand and official seal.
O uc,I L
DIANE
N
NOTAOTARYP I
LOS ANC°_..'cS C "'J'ViY
MyCommi;;ior fxpucs:;e;,;. o i, 1920 -
State of California )
) ss.
County of Los Angeles)
On before me, the undersigns! , a No ar
Publin c i an for said State, personally appeared ✓ ✓/ C rue,
known to me to be the O p President of The Rouse Developtient
Company of California, Inc., the corporation that executed the within
instrument, and known to me to be the person who executed the within
instrument on behalf of .said corporation, said corporation being
known to me to be one of the partners of SANTA MONICA PLACE ASSOCIATES,
a California limited partnership, the partnership that executed the
within instrument, and acknowledged to me that such corporation
executed the same as such partner and that such partnership executed
the same.
WITNESS my hand and official seal.
r ° OFFICIAL SEAL
CAROL L. DE LAY
NOTARY PUBLIC • CALIFORNIA
LOS ANGELES COUNTY
My comm. expires AUG 20, 1982 1�
W-C
State of California )
) ss.
County of Los Angeles) .
On , 1979, before me, the undersigned,
a Notary Public in and for said State, personally appeared
known to me to be the , and
known to me to be the
of the City of Santa Monica, the municipal corporation that executed
the within instrument and acknowledged -to me that they executed the
same on behalf of said municipal corporation.
WITNESS my hand and official seal.
State of California )
) ss.
County of Los Angeles)
On , 1979, before me, the undersigned,
a Notary Public in and for said State, personally appeared
, known to me to be the
of the Redevelopment Agency of the City of Santa Monica, the
municipal corporation, agency or political subdivision that executed
the within instrument and acknowledged to me that they executed the
same on behalf of said municipal corporation, agency or political
subdivision.
WITNESS my hand and official seal.
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Agenda Item 11 -J: Presented at this time was a recommendation for ap-
proval of assignment of a sublease and consent to an assignment in re-
gard to the downtown redevelopment project (Santa Monica Place). Dis-
cussion followed, including participation by member of the public
Walter Schwartz and Lorraine Klausman, attorney representing Ernest W.
Hahn, Inc., partner in Santa Monica Place :associates. Mayor Pro Temnore
Reed moved that the City Council and the Redevelopment Agency approve
tied assignment of sublease and consent to assignment in regard to the
downtown redevelopment project by award of Contract 5339 (CCS) to Santa
Monica Place Associates (Ernest W. Hahn, Inc, and the Route Development
Co, of California, Inc.) and authorize execution of the document.
Second by Councilmember Swink. The motion was approved by the following
vote:
Council Vote: Affirmative:
Negative
Absent:
Councilmembers Bambrick, Swink, Reed,
and Mayor van. den Steenhoven
Councilmembers Jennings and Scott
Councilmember Yannatta Goid:;ao
CITY COUNCIL MEETING AUGUST 15, 1979
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