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. LAW OFFICES OF
EARRETT, STEARNS, COLLINS, GLEASON & KINNEY
A F!'ROFE:S$IONAl.. CORPORATION
...JAMES L. BARRETT 1150 UNION BANK TOWER
.JACK R, STEARNS DEL AMQ FINANCIAL CENTER
RICHARC B. COL.LINS 21515 HAWTHORNE BOULEVARD
MICHAEL E. GLEASON TORRANCE:, CALIFORNIA 90503
..JAMES H. KINNEY February 2, 1979 ARe:A CODe: 213
HARRY .J. KIM
WALTER R. BURKLEY, .JF~. 540-c:oao
ROeERT F. L.A SCALA 772-434 ..,
WILLIAM N. WILLENS
L.EROY L. CENTER
L. DENE: LANG FORO
CRAIG H. EOGECUMBe: OF COUNSe:L
MICHAEL. E. GOREN
OAVID G. ROBERT
RALPH L. OLlVI, JR.
ROBERT A. SPIRA
EDWARD KRASNOVE
LORRAINE A. CLASOUIN
STEPHEN .J. DENSMORE: ENVIRONMENTAL
LORING ELIZABETH JAHNKE
H. VAUGHN I-iAF'EMAN
SERVICES
r-..
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A.M,
The Redevelopment Agency of the City 7/8/911011111211121314/:i~'
of Santa Monica, California
City Hall .
1685 l-1ain Street
Santa Monica, California 90401
Attention: Executive Director
Gentlemen:
Re: Santa Monica Place
In accordance with my letter to you dated January 27, 1979,
enclosed is a copy of the executed and recorded Grant Deed from
the Redevelopment Agency to Carter Hawley Hale Stores, Inc.
(Broadway Deed) .
~lY yours,
MIC~L ~
s
Enclosure
r', - ". , - - -----vvvv
., , Recording Reques. by: .
.
TITLE INSURANCE AND TRUST COMPANY INSTRUMENT NO, 78-1420859
433 South Spring Street
Los Angeles, California 90013
And When Recorded Mail to: CIA\. RECORDS
RECORDED 'tlGE~~ coutl1'l. CI>-
OF LOS I\,N
CARTER HAWLEY HALE STORES, INC. 22 '\918 AT 8 A.M.
550 South Flower street OEe
Los Angeles, California 90017 Recorder's Qff"lee
Attn: E. John Caldecott, Esq. -
Mail Tax Statements to:
CARTER HAWLEY HALE STORES, INC.
550 South Flower Street
Los Angeles, California 90017
GRANT DEED I FEE $ ,~U III
l'D
For valuable consideration, receipt of which is hereby
acknowledged, DLCUi\;1ENTARY TAX
DECLARATION FILED
THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA,
CALIFORNIA, a public body, corporate and politic, of the
state of California, herein called "Grantor", acting.to
carry out the Redevelopment Plan, herein called "Redevelopment
Plan" , for the Santa Monica Downtown Redevelopment Project,
herein called "Project", under the Community Redevelopment
Law of California, hereby grants to CARTER HAWLEY HALE STORES,
INC. , a California corporation, herein called "Grantee", the
real property, hereinafter referred to as the "Property",
described in the document attached hereto, labeled Exhibit
"A" and incorporated herein by this reference,
l. The Property is conveyed subject to the Redevelopment
Plan and pursuant to a certain Disposition and Development
Agreement entered into by and between Grantor and Santa Monica
Place Associates, a partnership, as of september 10, 1975,
as implemented by First Implementation Agreement dated June
22, 1977 and by Second Implementation Agreement dated June
\
-1-
...
jl"AIl TAX STATEMENT N:'. DIRECTED ABOVE
r:. ~
o. . ~
.
l5, 1978, herein collectively called "DDA". Reference herein
to the "REA" shall mean that instrument entitled "Construction,
Operation and Reciprocal Easement Agreement" entered into between
the Grantee and other parties and recorded concurrently herewith
in the Official Records of the County of Los Angeles.
2. The Grantee covenants and agrees for itself, its
successors, its assigns and every successor in interest that
during construction and thereafter, the Grantee, its successors
and assigns shall not use the Property for any purpose prohibited
by the REA. The foregoing covenant shall run with the ~and.
3. Prior to the recordation by the Grantor of a
certificate of Completion of construction as provided in
the DDA, the Grantee shall not, except as permitted by the
DDA, assign or attempt to assign the DDA or any rights
therein; nor sell, transfer, convey, assign or lease the
whole or any part of the Property (or any portion thereof)
or of the improvements to be constructed thereon without
the prior written approval of the Grantor. This prohibition
shall not be applicable to a transfer to any entity or
entities owned or controlled by the Grantee or any of its
subsidiaries or to any parent corporation of the Grantee
or entity or entities controlled by it. This prohibition
shall not apply to any of such Property (or any portion
thereof) subsequent to the recordation of the Certificate of
Completion with respect to the construction of the improvements
thereon, nor to a sale of any of such Property (or any portion
thereof) at foreclosure (or to a conveyance thereof in lieu of
a foreclosure) pursuant to a foreclosure thereof by a lender
,
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78-1420859
r'~ 11/21/78
,
. .
approved by the Grantor under section 317 of the DDA. This
prohibition shall not be deemed to prevent the granting of
. easements or permits to facilitate the development of such
property.
4. The Grantor shall have the right at its option to
reenter and take possession of the Property (or portion
thereof) with all improvements thereon and revest in Grantor
the estate theretofore conveyed to Grantee (or its successor
in interest) if after conveyance of title to the Property
and prior to the recordation of the certificate of Completion
of the construction of the improvements required by the DDA,
the Grantee (or its successor in interest) shall, in
violation of its (or their) covenants under the nDA:
(a) Fail to proceed with the construction of
the improvements on the Property as required by
the nDA for a period of three (3) months after
written notice thereof from the Grantor; or
(b) Abandon or substantially suspend
construction of the improvements for a period
of three (3) months after written notice of
such abandonment or suspension from the 'Grantor;
or
(c) Assign or attempt to assign the DDA
or any rights under the DDA, or sell, transfer,
convey, assign or lease the Property or any
part thereof, in violation of paragraph 3 of this
Grant Deed.
Such right to reenter and repossess to the extent
provided in the DDA, shall be subject to and be limited
,
.
-3-
,
.
78-1420859
, 11/21/78
. .
(
by and shall not defeat, render invalid, or limit:
(a) Any mortgage, deed of trust or other
security instrument or sale and leaseback or
other conveyance for financing permitted by
the DDAi
(b) Any rights or interests provided in the
DDA for the protection of the holder of such mort-
gages, deeds of trust or other security instruments,
the lessor under such a sale and lease-back, or the
grantee under such other conveyance for financing,
(c) The rights or interests under the REA of
any party thereto (other than the defaulting party).
The rights established in this paragraph 4 shall not
apply to individual parts of the Property on which the
improvements to be developed and constructed thereon have
been completed in accordance with the DDA, and for which
a certificate of Completion has been recorded therefor
as provided in section 323 of the DDA. In addition,
the Grantor shall not have the right of reentry described
in this paragraph 4 (i) with respect to Grantee and the
Property so long as Grantee is not in default under the
terms of the DDA or (ii) for any default or breach by any
other party (other than Grantee) to the REA.
5. The Grantee covenants by and for himself, and any
successors in interest, that there shall be no discrimi~ation
against or segregation of any person, or group of persons, on account
of sex, race, color, creed, religion, marital status, national origin
or ancestry in the sale, lease, sublease, transfer, use, occupancy
\ .
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'l'8~1420859
1l/21/78
" , . .
.
tenure or enjoyment of the Property, nor shall the Grantee
himself or any person claiming under or through him establish
or permit any such practice or practices of discrimination
or segregation with reference to the selection, location,
-
nwnber, use or occupancy of tenants, lessees, subtenants,
sublessees, or vendees of the Property. The foregoing
covenants shall run with the land.
All deeds, leases or contracts pertaining to the
Property shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:
(a) In deeds: "The ~rantee herein covenants by
and for himself, his heirs, executors, administrators
and assigns, and all persons claiming under or through
them, that there shall be no discrimination against or
segregation of, any person or. group of persons on
- .--
account of sex, race, color, creed, religion, marital
status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure, or enjoyment
of the land herein conveyed, nor shall the Grantee himself
or any person claiming under or through him, establish or
permit any such practice or practices of discrimination
or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees in the land herein conveyed. The
foregoing covenants shall run with the land."
(h) In leases: "The lessee herein covenants by
and for himself,his heirs, executors, administrators and
assigns, and all persons claiming under or through
\
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78-1420859
,
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him, and this lease is made and accepted upon and
subject to the following conditions:
"That there shall be no discrimination against or
segregation of any person or group of persons on
account of sex, race, color, creed, religion,
marital status, national origin or ancestry, in
the leasing, subleasing, transferring, use, or
enjoyment of the land herein leased nor shall the
lessee himself or any person claiming under or
through him establish or permit any such practice
or practices of discrimination or segregation '
with reference to the selection, location, number,
use or occupancy, of tenants, lessees, sublessees,
subtenants or vendees in the land herein leased. II
(c) In contracts: "There shall be no discrimination
against or segregation of, any person, or group of persons
on account of sex, race, color, creed, religion, marital
status, national origin or ancestry in the sale, lease, sub-
lease, transfer, use, 'occupancy, tenure or enjoyment of the
land, nor shall the transferee himself or any person claiming
under or through him, establish or p~rmit any such practice
or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees of the
land."
6. No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this
-6- \
'18-1420859
. ,
". . ,
. .1 ..11/21/78
'. . . .
. ,
Grant Deed shall defeat or render invalid or in any way
impair the lien or charge of any mortgage, deed of trust
or other financing or security instrument permitted by the
DDA, or any such financing arrangement entered into after
the issuance of a Certificate of Completion for the Property,
provided, however, that any successor of Grantee to the
Property shall be bound by such remaining covenants,
conditions, restrictions, limitations and provisions,
whether such successor's title was acquired by foreclosure,
deed in lieu of foreclosure, trustee's sale or otherwise.
7. Except as otherwise provided, the covenants in
paragraph 2 of this Grant Deed shall remain in effect until
the termination date of the REA. The covenants in paragraphs
3 and 4 of this Grant Deed shall remain in effect until
the recordation of a certificate of Completion for the
Property. The covenants against discrimination contained
in paragraph 5 of this Grant Deed shall remain in effect
in perpetuity.
8. The covenants contained in paragraphs 2, 3, 4, 5
and 6 of this Grant Deed shall be binding for the benefit
of the Grantor and its successors and assigns and such
covenants shall run in favor of the Grantor and for the
entire peFiod during which such covenants shall be in force
and effect; without regard to whether the Grantor is or
remains an owner of any land or interest therein to which
such covenants relate. The Grantor, in the event of any
breach of any such covenants shall have the right to
exercise all of the rights and remedies, and to maintain
any actions at law or suits in equity or other proper
\
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'78-1420859
. , .' , .
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' ,
proceedings to enforce the curing of such breach~ The
covenants contained in this Grant Deed shall be for the
benefit of and shall be enforceable only by the Grantor
and its successors..
9, In the event of any express conflict between
I
this Grant Deed and the DDA, the provisions of this Grant
Deed shall control; provided, however, that the provisions
of section 60S of the DDA relating to enforced delay shall
be applicable according to its terms.
10. Any amendments to the Redevelopment Plan which change the
I
uses or development permitted on the Property or otherwise change
the restrictions or controls that apply to the Property or other-
wise affect the Grantee's obligations or righ~s with respect to
the Property shall require the written consent of the Grantee.
ll. Grantor agrees that pursuant to section 323 of the
;
r
DDA Grantee shall be entitled to receive a separate Certificate
~f completion after completion of all construction to be
completed by Grantee upon the Property.
IN WITNESS WHE~OF, the Grantor and Grantee have caused
.---- - _ w _~ + -- n _. ._.
this instrument to be executed on their behalf by their
respective officers thereunto duly authorized, this 2/01
day of t?~<" .L.- , 197L,
ATTESTED: ~~,~ THE REDEVELOPMENT AGENCY OF THE
CITY OF SANTA MONICA, CALIFORNIA
APPROVED: By ~J..LL'
By ~~ll ::1aGC~ ~L
Counsel for Grantor "7 . '~tor'
A . ~~' t)-... -:-
The provisions of this Grant Deed are hereby approved and
accepted.
CARTER HAWLEY HALE STORES, INC. ,
a ca1i~a//'l'orat~~.~
By ,~~~ha/;~;~__9--
..:".;r - t/.~'Y :/,...",)
./
~,
By
78-1420859
"
.
-B-
. _, '11/71/78
. .';:. ~
STATE OF CALIFORNIA )
) 55.
COUNTY OF LOS ANGELES )
On ~(Ipmf.,,..r -'~ /9'19 ,before me, the undersigned, a
Notary Pub ic in and f r said State, personally appeared
.Inh n , J::J ,,. J i , known to me to be the /}cM,f. E{,.t'. ~/,.. of THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA MON CA, CALIFORNIA,
the corporation that executed the within instrument, known to
me to be the persons who executed the within instrument on behalf
of the corporation therein named, and acknowledged to me that
such corporation executed the within instrument pursuant to
its by-laws or a resolution of its board of directors.
WITNESS my hand and official seal.
I~-'" OFFICIAL SEAL I" ~';"~(_AZZ/A->
'II> ,,' VEllA BUSTILLOS Notary Public
... '. NOTARY PUBLIC - CALIFORNIA
PRINCIPAL OFFICE IN
,~JI'; LOS ANGELES COUNTY
My Commission Expires June I, 1981
STATE OF CALIFORNIA )
} SSe
COUNTY OF LOS ANGELES }
On V:':':.' ~. /7 -:;,;, ,before me, the undersigned, a
Notary Public in and for said County and State, personally
appeared :~ J I'. . " {,- ,known to me to be the i../.' ,I; <" r-,
and -;/ ,/, /,_, ,known to me to be the ::',:";', : , ,. ,
of CARTER HAWLEY HALE STORES, INC., the corporation that execu~ed
the within instrument, known to me to be the persons who executed
the within instrument on behalf of the corporation therein named,
and acknowledged to me that such corporation executed the within
instrument pursuant to its by-laws or a resolution of its board
of directors.
WITNESS my hand and official seal.
~,~~sz.s~. 1 ,I'
I~~~~~~ SU~~NCS\~~~REN , J~~z- <,/<l Z{laAA.v;~
ff:o-<( ~.l I\IG1~m ."",~ o.L1WRNIA '
" .',<t-,-!- ':;J~ LOS "",',:, ES CO"NTY Notary Publl.c
'J ,'4;..-.J....\-~ / . -'. - u
~ ~}/ My C,,-,.,,,,,;cr, t>)"es Ocl, 25, l!llll
~~'-~~..;.-~ ''':';.~~s:;'-:~~~.
\
, ......
78-1420859
-9-
'.
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, " ~ .. .
"t. . /0
~. . .
.
LEGAL DESCRIPTION
A parcel of land situated in the City of Santa Monica, County of
Los Angeles, State of California.
Lots J and K, portions of Lots G, H, I, L, M, N, 0, P, Block 196,
Town of Santa Monica, per map recorded in Book 3, pages 80 and 81
and in Book 39, pages 45 to 51 inclusive, both of Miscellaneous
Records, in the office of the County Recorder of said County.
That portion of that certain alley, 20 feet wide, vacated, between
the southwesterly prolongation of the northwesterly line of Lot A
and the southwesterly prolongation of the southeasterly line of
Lot L, both in Block 196 of said Town of Santa Monica. The fore-
going parcel of land is more particularly described as follows:
Beginning at the most northerly corner of Lot A, Block 196 of said
Town of Santa Monica; thence along the northwesterly line of said
Block 196 South 450 52' 05" West 279.65 feet; thence leaving said
line South 440 07' 55" East 436.67 feet to the true point of beginning;
thence parallel with the northwesterly line of said Block 196
North 450 52' 05" East 139.00 feet; thence North 440 07' 55" West
30.00 feet; thence North 450 52' 05" East 60.00 feet; thence North
320 37' 55" West 58.98 feet; thence North 570 22' 05" East 70.86
feet to the northeasterly line of said Block 196; thence along
said line South 440 13' 10" East 228.55 feet to a point North
440 13' 10" West 8,00 feet from the southeasterly corner of Lot L
of said Block 196; thence South 00 48' 42" West 11.3l feet to a
point in the southeasterly line of said Lot L, said point being
South 450 50' 35" West 8.00 feet from the southeasterly corner of
said Lot L; thence along said line South 450 50' 35" West 272.57
feet to a line that bears South 440 07' 55" East from the true
point of beginning; thence North 440 07' 55" West 163.01 feet to
the true point of beginning.
Except all oil, gas and mineral substances below a depth of 500 feet
from the surface of said land, together with the right to explore for
and extract such substances, provided that the opening of any well,
hole, shaft or other means of exploring for, reaching or extracting
such substances shall not be located upon the surface of the land
within the City of Santa Monica Downtown Redevelopment Project as
recorded as Document No. 77-1193683 of Official Records of Los Angeles
County, State of California, and shall not penetrate ~ny part of o~
portion of said Project Area, including the land here~nabove descr~bed.
within 500 feet of the surface thereof or on said surface.
lo
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_.- ----.---.------
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EXHIBIT A
....... Page 4
, .
78-1420859'
..'
SOUTH4JN CALIFORNIA Bt... PRINT CO. ~Oi Cy!;;o
~c 1 14'/zWESTTHIRD ST.. LOS ANGELES 900,13 10163
DIAZO 626.7681 . 626-7682 .
PHOTOGR~PHY ~ m ~ ~
au;..: [).I-H~lffir~j?r? Dm..,. .... .......... ."
~ ~ . ..~M'CO..dd,
TERMS: NET'CASH: BILLS PAYABLE TENTH OF EACH I\IIONTH, YOUR ORDER NO. ~ ~tI;/.I1
NO.OJ!:.-' DRAWING NUMBeR OR DeSCRIPTION AMOUNT
ORIGIN,M.,S
-
2-7
2,..,
POSTAGE
REMARKS 0
3'3~q7S' ~.~/& TOTAL
II It 3.1'i
L.EOGER
AUDIT CERTIFIED CORRECT APPROVED FOR PAYMENT,
VOU. REG.
by ..~
3040
.
...., l 78-1420857
.. 4-t ...
. " Re~ording Requeste~y: .
TITLE INSURANCE AND TRUST COMPANY
433 South Spring Street
Los Angeles, California 90013 - I
And When Recorded Mail to:
BARRETT, STEARNS, COLLINS, OfflCIJU. RECORDS
RECORDED IN ES couNTY, CA.
GLEASON & KINNEY OF LOS ANGEL
ll50 Union Bank Tower 2~ '\918 AT 8 I\.M,
Del Amo Financial Center OEe
Torrance, California 90503 Recorder'S Office
Attn: Michael E. Goren, Esq.
Mail Tax Statements to:
Santa Monica Place Associates
315 Broadway EtE$ \liV q
Santa Monica, California 90401
\ .
GRANT DEED
For valuable consideration, receipt of which.is hereby
acknowledged, DOCUMENTARY
TAX
DECLARA nON ALED
THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, CALIFORNIA,
a public body, corporate and politic, of the State of califor~ia,
herein called "Grantor", acting to carry out the Redevelopment Plan,
herein,called "Redevelopment Plan", for the Santa Monica Downtown
Redevelopment project, herein called "Project", under the Community
Redevelopment Law of California, hereby grants to SANTA MONICA PLACE
ASSOCIATES, a California partnership in which The Rouse Development
Company of California, Inc., a Maryland corporation, and Ernest W.
Hahn, Inc, , a California corporation, are the sole general partners,
herein called "Grantee II , the real property, hereinafter referred to
as the "Property", described in the document attached hereto, labeled
Exhibit "A" and incorporated herein by this reference.
1- The Property is conveyed subject to the Redevelopment Plan
and pursuant to a certain Disposition and Development Agreement entered
into by and between Grantor and Santa Monica Place Associates, a
general partnership (the predecessor-in-interest of Grantee) as of
September 10, 1975, as implemented by First Implementation Agreement
\
dated June 22, 1977 and by Second Implementation Agreement dated June
15, 1978, herein collectively called "DDA". Reference herein to the
.
"REA" shall mean that instrument entitled "Construction, Operation
and Reciprocal Easement Agreement" entered into between the Grantee
. MAIL TAX 5!"A!t~'ENT AS, DIRECTED~BO~E
::~,~h It\' 5T'\TD:'iE'f'!T TO i1ETu:-:r" ^[lnr~~Q
: .. ~ ,.
',' . .
I
and other parties and recorded concurrently herewith in the Official
Records of the County of Los Angeles.
2. Grantee acknowledges that it is aware of the fact that Grantor
does not, at the time of delivering and recording this Grant Deed,
own fee title to certain parcels of the Property but that such parcels
of the Property are the subject of the following eminent domain
proceedings in the Los Angeles County Superior Court, filed by the
City of Santa Monica in pursuance of the Redevelopment Plan and the
DDA against all persons or entities having an interest in said
parcels:
1- city of Santa Monica, a Municipal Corporation, vs. Don Greco,
et ale Los Angeles County Superior Court'Action No. WEC-50742. Notice
of pendency of such action was recorded in the Official Records of
Los Angeles County,on November 4, 1977, as Instrument No. 77-l229380.
2. City of Santa Monica, a Municipal Corporation, vs. Oscar M.
Dane, Jr. , et ale Los Angeles County supe~ior Court Action No. WEC-
50746. Notice of pendency of such action was recorded in the
Official Records of Los Angeles County on November 4, 1977, as Instru-
ment No. 77-1229371.
3. City of Santa Monica, a Municipal Corporation, vs. Quali-TV,
a partnership, et a1. Los Angeles County Superior Court Action No.
C223690. Notice of Pendency of said action was recorded in the
Official Records of Los Angeles County on December 16, 1977 , as
Instrument No. 77-1390873.
As to said parcels of the Property, pursuant to Orders issued in
favor of the City of Santa Monica in said eminent domain actions and
a conveyance from the City of Santa Monica to Grantor, Grantor has
the right to exclusive possession and use of the land which is the
subject of said actions, and Grantor hereby grants to Grantee all
of Grantor's right, title and interest in and to the real property
which is the subject of the foregoing eminent domain actions, includ-
ing, but not limited to, the rights of exclusive possession and use
of said land. At such time as a decree of condemnation, divesting
\
the interest of the defendants in said actions to such parcels of
the Property, has become final in each such action, and a certi tied
copy thereof has been recorded, the City of Santa Monica will have
fee title to said parcels of the Property, the City of Santa Monica
/.18
-2- ':. /. .-J~2085{.~!-~',~~ .:'...~.,
.,
'. . .
,
will thereupon convey such title to Grantor and Grantor shall
thereupon cause to be recorded a new Grant Deed conveying all of
Grantor's interest in said parcels of the Property to Grantee.
Gra~tor and Grantee recognize and agree that the recordation of
an additional grant deed or grant deeds will be solely for the pur-
pose of clarifying record title to such parcels, as it is the intent
and purpose of Grantor and Grantee in executing, 'deliv'ering and
recording this Grant Deed that the Doctrine of After Acquired Title
shall apply and that upon the conveyance of t1tle to said parcels
from the City of Santa Monica to Grantor, Grantee shall automatically
.
and by operation of law become the fee owner of ,all of such parcels.
3. The Grantee covenants and agrees for itself, its successors,
its assigns and every successor in interest that during construction
and thereafter, the Grantee, its successors and assigns shall devote
the Property to the uses specified in the Redevelopment Plan,
this deed, and the DDA for the periods of time specified therein.
The foregoing covenant shall run with the land.
4. Prior to the recordation by the Grantor of a Certificate
of Completion of construction as provided in the DDA, the Grantee
shall not, except as permitted by the DDA, assign or attempt to
assign the DDA or any rights therein, nor sell, transfer, convey,
assign or lease the whole or any part of the Property (or any
portion thereof) or of the improvements to be constructed thereon
without the prior written approval of the Grantor. This prohibition
shall not be applicable to a transfer provided under Section
107 of the DDA, or transfers to any entity or entities owned
or controlled by the Grantee or any of its subsidiaries or to
any parent corporation of the Grantee or entity or entities
\\
;:-3- 7~-1420~57::,'; . .' .?; .'~
,
" . .
..
controlled by it. This prohibition shall not apply to any
of such Property (or any portion thereof) subsequent to the
recordation of the Certificate of Completion with respect to
the construction of the improvements thereon, nor to a sale
of any such Property (or any portion thereof) at foreclosure
(or to a conveyance thereof in lieu of a foreclosure) pursuant
to a foreclosure thereof. This prohibition shall not be
.
deemed to prevent the granting of easements or permits to
facilitate the development of such Property, nor to prohibit
or restrict the leasing of any part or parts thereof or of any
improvements constructed thereon, with respect to which a
Certificate of Completion has been issued by the Grantor.
Nothing in this paragraph prohibits the Grantee from leasing
space for occupancy in the Property, or prohibits the Grantee
from selling, transferring, conveyiRg or leasing a portion
or portions of the Property to an entity of the type which
generally acquires an interest in a retail center for the
purposes of erecting, constructing, maint~ining and operating
(or causing to be erected, constructed, maintained and
operated) , retail department store improvements thereon,
provided that any such transferee will meet the qualifica-
tions of a transferee and comply with all of the conditions
of such transfer as set forth in the DDA.
5. The Grantee covenants by and for himself, and any
successors in interest, that there shall be no discrimination
against or segregation of any person, or group of persons, on account
of sex, race, color, creed, religion, marital status, national origin
or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Property, nor shall the Grantee
himself or any person claiming under or through him establish
or permit any such practice or practices ot discrimination
or segregation with reference to the selection, location,
-4- 78-1420857
. .
number, use or occupancy of tenants, lessees, subtenants,
sublessees, or vendees of the Property. The foregoing
covenants shall run with the land.
All deeds, leases or contracts pertaining to the
Property shall contain or be subject to substantially the
following discrimination or nonsegregation clauses:
(a) In deeds: "The Grantee herein covenants by
and for himself, his heirs, executors, administrators
and assigns, and all persons claiming under or through
them, that there shall be no discrimination against or
segregation of, any person or group of persons on
account of sex, race, color, creed, religion, marital
status, national origin or ancestry in the sale, lease, sub-
lease, transfer, use, occupancy, tenure, or enjoyment of
the land herein conveyed, nor shall the Grantee himself or
any person claiming under or through him, establish or
permit any such practice or practices of discrimination
or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees in the land herein conveyed. The
foregoing covenants shall run with the land."
(b) In leases: "The lessee herein covenants by
and for himself, his heirs, executors, administrators
and assigns, and all persons claiming under or through
him, and this lease is made and accepted upon and subject
to the following conditions:
"That there shall be no discrimination against or
segregation of any person or group of persons on account
of sex, race, color, creed, religion, marital status,
national origin or ancestry, in the leasing, sub-
leasing, transferring, use br enjoyment of the land
herein leased nor shall the lessee himself or any
-5- 78-1420857
"
. .
person claiming under or through him establish or
permit any such practice or practices of dis-
crimination or segregation with reference to
the selection, location, number, use or occupancy,
of tenants, lessees, sublessees, subtenants or
vendees in the land herein leased."
- --
(c) In contracts: "There shall be no discrimination
against or segregation of, any person, or group of persons
on account of sex, race, color, creed, religion, marital status,
national origin or ancestry in the sale, lease, sublease, trans-
fer, use, occupancy, tenure or enjoyment of the land, nor shall
.
the transferee himself or any person claiming under or through
him, establish or permit any such practice or 'practices of
discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees, or vendees of the land."
6. No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this
Grant Deed shall defeat or render invalid or in any way
impair the lien or charge of any mortgage, deed of trust
or other financing or security instrument permitted by
the DDA, or any financing arrangement entered into after
the issuance of a Certificate of Completion for the Property,
provided, however, that any successor of Grantee to the
Property shall be bound by such remaining covenants,
conditions, restrictions, limitations and provisions,
whether such successor's title was acquired by foreclosure,
deed in lieu of foreclosure, trustee's sale or otherwise.
7. Except as otherwise provided, the covenants in
paragraph 3 of this Grant Deed shall remain in effect until
the termination date of the REA. The covehants in paragraph 4
-6-
.
78-1420857
, ' . .
of this Grant Deed shall remain in effect until the recorda-
tion of a Certificate of Completion for the Property. The
covenants against discrimination contained in paragraph 5 of
this Grant Deed shall remain in effect in perpetuity.
8. The covenants contained in paragraphs 3, 4, 5 and 6
of this Grant Deed shall be binding for the benefit
of the Grantor and its successors and assigns and such
covenants shall run in favor of the Gra~tor and for the
entire period during which such covenants shall be in force
and effect, without regard to whether the Grantor is or
remains an owner of any land or interest therein to which
such covenants relate, The Grantor, in the event of any
breach of any such covenants shall have the right ~o
exercise all of the rights and remedies, and to maintain
any actions at law or suits in equity or other proper
proceedings to enforce the curing of such breach. The
covenants contained in this Grant Deed shall be for the
benefit of and shall be enforceable only by the Grantor
and its successors.
9. In the event of any express conflict between
this Grant Deed and the DDA, the provisions of this Grant
Deed shall control; provided, however, that the provisions
of Section 512 of the DDArelating to right of re-entry and
Section 605 of the DDA relating to enforced delay shall be
applicable according to their terms.
10. Any amendments to the Redevelopment Plan which
change the uses or development permitted on the Property as
proposed in the DDA or otherwise change the restrictions or
controls that 'apply to the Property or otherwise affect
the Grantee's obligations or rights with respect to the
Property shall require the written consent\of the Grantee.
, .....
-7-
78-1420857
r
.'
. , . .
1l. Grantor agrees that pursuant to Section 323 of the
DDA Grantee shall be entitled to receive a separate certificate
of Completion after completion of all construction to be
completed by Grantee upon the Property.
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on their behalf by their
respective officers thereunto duly authorized,this 2{'~
day of O~ , 19~.
. J1 . ~ ' THE REDEVELOPMENT AGENCY OF THE
ATTESTED: ~,'f.~ CITY OF SANTA MONICA, CALIFORNIA
APPROVED:
By ~ S(M 'qar1- By ~JJ;t.
un el for Grantor A~' c!'-~ ~~rantor"
The provisions of this Grant Deed are hereby approved and
accepted. -
SANTA MONICA PLACE ASSOCIATES,
a California partnership
By Ernest W. Hahn, Inc., a
California corporation,
General Partner
B~~
By
By
\
-8-
78-14208 #...
, . . .'~ ,:11/21/78 . .
','
STATE OF CALIFORNIA )
)SS.
COUNTY OF LOS ANGELES )
On l"r::l"tr'I~,.. .:l~ /9'/f ,before ~e, the undersigned, a
Notary P IJ.c J.n and or sa1d State, personally yeared
,1fj~.1\MJi ,known to me to be the~tff;11F~ If.,of THE
RED LOP NT AGENCY OF THE CITY OF SANT MO I ,CALIFORNIA,
the corporation that executed the wi thin instrument, known to
me to be the persons who executed the within instrument on behalf
of the corporation therein named, and acknowledged to me that
such corporation executed the within instrument pursuant to
its by-laws or a resolution of its board of directors.
WITNESS my hand and official seal.
~+ ~~dPA--/
. Notary ,Pub J.C
. .4 ... ..,..
~ OFmAL SEAL
.... VEllA BUSTILLOS
.. , NOTARY PUBLIC - CALIFORNIA
PRINCIPAL OFFICE IN
'" LOS ANGELES COUNTY
My Commission Expires June 1, 1981
. .
STATE OF CALIFORNIA )
)SS.
COUNTY OF LOS ANGELES )
on ~(!PM hl'r 'iJ /97'i ,before me, the undersigned, a
Notary P lic in an 'for said County and State, personally
appeared f=brr~ (I. -P~7e.. ,known to me to be the Vjc'<- -p,."'/4/"./J7'
and _ , known to me to be the -
of THE ROUSE DEVELOPMENT COMPANY OF CALIFORNIA, INC" the
corporation that executed the within instrument and known to
me to be the persons 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, the partnership that executed the within
instrument, and acknowledged to me that such corporation
executed the same as such partner and that such partner-
ship executed the same.
WITNESS my hand and official seal.
~w~
I ~ OFRC~L S~L I Notary pubhc
.. VEllA BUSTILLOS
. 'NOTARY PUBLIC-CALIFORNIA
PRINCIPAL OFFICE IN
'" LOS ANGELES COUNTY
My COmmi~S!o~ Expires June I, 1981 \
-9-
, 78-1420857
f :.. ....
~ .... - :'11/21/78 . .
,
STATE OF CALIFORNIA )
)ss.
COUNTY OF LOS ANGELES )
On ;;[)oe.ef!tb(!r...2 t 1'17 ~ ,before me, the undersigned, a
Notary P 1C 1n and or saJ.d County and state, personally
appeared ft?(~lv.vl F. r;11":/,l~(J~, known to me to be the A3St. ~l'I7!-f..,~,
and , known to me to be the _
of ERNEST W. HAHN, INC., the corporation that executed the within
instrument and known to me to be the persons 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, the partnership that executed the within
instrument, and acknowledged to me that such corporation
executed the same as such partner and that such partner-
ship executed the same.
WITNESS my hand and official seal,
~;-<' ~<t14d/&-
I Q OF"C~L S~L Notary Pub11c
..,. VEllA BUSTilLOS
. NOTARY PUBLIC - CALIFORNIA
PRINCIPAL OFFICE IN
LOS ANGELES COUNTY
_ My Commission _ Expires June I, 1981
-"'"
\
-10-
,
78-1420857- ' ..'~
,
',. - . .
II
LEGAL DESCRIPTION OF
DEVELOPER TRACT
A parcel of land situated in the City of Santa Monica, County of
Los Angeles, state of California, described as follows:
Lots A to X, inclusive, Block 196, Town of Santa Monica, per map
recorded in Book 3 pages 80 and 81 and in Book 39 pages 45 to 51
inclusive, both of Miscellaneous Records, in the office of the
County Recorder of said County.
Lots A to X inclusive, Block 197 of said Town of Santa Monica.
That certain alley 20 feet wide, vacated, between the south-
westerly prolongation of the northwesterly line of Lot A and the
southwesterly prolongation of the southeasterly line of Lot L,
both in Block 196 of said Town of Santa Monica.
That certain alley 20 feet wide, vacated, between the southwesterly
prolongation of the northwesterly line of Lot A and the southwesterly
prolongation of the southeasterly line of Lot L, both in Block IS7
of said Town of Santa Monica.
That certain Third Street 80 feet wide, vacated, between the south-
westerly prolongation of the northwesterly line of Lot X and the
southwesterly prolongation of the southeasterly line of Lot 'M, both
in Block 196 of said Town of Santa Monica.
Except that portion of Lot A, Block 196 of said Town of Santa
Monica described as follows:
Beginning at the most northerly corner of said Lot A; thence
southwesterly along the northwesterly line of said Lot A, a distance
of 10.00 feet; thence easterly in a direct line to a point in the
northeasterly line of said Lot A, said point being 10.00 feet
southeasterly of the most northerly corner of said Lot A; thence
northwesterly 10.00 feet along the northeasterly line of said Lot A
to the point of beginning.
Also except that portion of Lot L, Block 196 of said Town of Santa
Monica described as follows:
Beginning at the southeasterly corner of said Lot L; thence
southwesterly along the southeasterly line of said Lot L a distance
of 8.00 feet; thence northerly in a direct line to a point in the
northeasterly line of said Lot L, said point being 8.00 feet
northwesterly of the southeasterly corner of said Lot L; thence
southeasterly along the northeasterly line of said Lot L 8.00 feet
to the point of beginning.
Also except that portion of Lot M, Block 197 of said Town of Santa
Monica described as follows:
\
EXHIBIT A'
Page "I
78~14208'57 ,. .. ":~, ~ .
"
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t9/
Beginning at the southwesterly corner of said Lot M; thence
northwesterly along the southwesterly line of said Lot M, a
distance of 10.00 feet; thence easterly in a direct line to a
point in the southeasterly line of said Lot M, said point being
10.00 feet northeasterly from the southwesterly corner of said
Lot M; thence southwesterly along said southeasterly line 10.00
feet to the point of beginning.
Also except that portion of Lot X, Block 197 of said Town of
Santa Monica described as follows:
Beginning at the northwesterly corner of said Lot X; thence
northeasterly along the northwesterly line of said Lot X a dis-
tance of 10.00 feet; thence southerly in a direct line to a point
in the southwesterly line of said Lot X, said point being 10.00
feet southeasterly from the northwesterly corner of said Lot X;
thence northwesterly along said southwesterly line 10.00,feet to
the point of beginning.
Also except therefrom:
A parcel of land situated in the City of Santa Monica, County of
Los Angeles, state of California.
Lots B, C, V, W, X, portions of Lots A, D, U, Block 196, Town of
Santa Monica, per map recorded in Book 3 pages 80 and 81 and in
Book 39, pages 45 to 51 inclusive, both of Miscellaneous Records,
in the office of the County Recorder of said County. That portion
of that certain alley 20 feet wide,vacated, 'between the south-
westerly prolongation of the northwesterly line of said Lot A and.
the southwesterly prolongation of the southeasterly line of Lot L,
both in Block 196 of said Town of Santa Monica. That portion of
Third Street 80 feet wide, vacated, between the southwesterly pro-
longation of the northwesterly line of said Lot X and the south-
westerly prolongation of the southeasterly line of Lot M, both in
Block 196 o~ said Town of Santa Monica. The foregoing parcel of
land is more particularly described as follows:
Beginning at the most northerly corner of said Lot A; thence along
the northwesterly line of said Block 196 and its southwesterly
prolongation South 450 52' OS" West 10.00 feet to the true point
of beginning; thence continuing along said line and prolongation
South 450 '52' 05" West 311.98 feet; thence leaving said line
South 440 07' 55" East 183.00 feet; thence parallel with the
northwesterly line of said Block 196 and its southwesterly pro-
longation North 450 52' 05" East 322.26 feet to the northeasterly
line of said Block 196; thence along said line North 440 13' 10"
West 173.00 feet to a point thereon South 440 13' 10" East 10.00
feet from the most northerly corners of said Lot A; thence North
890 10' 47" Westl4.15 feet to the true point of beginning.
,
, .
EXHIBIT A
Page 2
-
,
. , \" "~78':i420851" :. . . ~:'. ~~::.::~.
' '. -
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~ ' , . .
/!3
Also except therefrom:
A parcel of land situated in the City of Santa Monica, County of
Los Angeles, State of California.
Lots J, K, L, 0, N, portions of Lots I, M, P, Block 197, Town of
Santa Monica, per map recorded in Book 3, pages 80 and 81 and in
Book 39, pages 45 to 51 inclusive, both of Miscellaneous Records,
in the office of the County Recorder of said County. That portion
of that certain alley 20 feet wide, vacated, between the south-
westerly prolongation of the northwesterly line of Lot A and the
i southwesterly prolongation of the southeasterly line of Lot L.,
I both in Block 197 of said Town of Santa Monica. That portion of
Third Street 80 feet wide, vacated, between the southwesterly
prolongation of the northwesterly line of Lot X and the south-
I westerly prolongation of the southeasterly line of Lot M, both in
I Block 196 of said Town of Santa Monica.' The foregoing p~rcel of
land is more particularly described as follows:
Beginning at the most northerly corner of Lot A, Block 196 of said
Town of Santa Monica; thence along the northwesterly line of
said Block 196 and its southwesterly prolongation South 450 52' OS"
West 394.57 feet; thence leaving said line South 440 07' 55" East
419.33 feet to the true point of beginning; thence continuing
South 440 07' 55" East 180.40 feet to northeasterly prolongation
of the southeasterly line of said Block 197; thence along said
northeasterly prolongation and said southeasterly ,line South
450 50' 35" West 314.66 feet to a point thereon North 450 50' 35"
East 10.00 feet from the southwesterly corner of said Lot M,
Block 197; thence North 890 08' 55" West 14.14 feet 'to a point iii
the southwesterly line of said Lot ~, said point being North
440 08' 25" West 10,00 feet from the southwesterly corner of s"aid
Lot M; thence along the Southwesterly line of said Block 197
North 440 08' 25" West 170.54 feet to a line that is parallel with
the northwesterly line of said Block 197, said line bears South
450 52' 05"- West from the true point of beginning; thence along said
line North 450 52' 05" East 324.69 feet to the true point of
beginning.
'.
----- '78-1420857
. . , EXHIBIT A
:.~ ~<::~:*. Page 3 . .. '. , . . ~>.' .-. ~.~....~~~
" " . '
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14
Also except therefrom
A parcel of land situated in the City of Santa Monica, County of
Los Angeles, State of California.
Lots J and K, portions of Lots G, H, I, L, M, N, 0, P, Block
196, Town of Santa Monica, per map recorded in Book 3, pages 80
and 81 and in Book 39, pages 45 to 5l inclusive, both of
Miscellaneous Records, in the office of the County Recorder of
said County. That portion of that certain alley, 20 feet wide,
vacated, between the southwesterly prolongation of the northwesterly
line of Lot A and the southwesterly prolongation of the southeasterly
line of Lot L, both in Block 196 of said Town of Santa Monica, The
foregoing parcel of land is more particularly described as follows:
Beginning at the most northerly corner of Lot A, Block 196 of said
Town of Santa Monica; thence along the northwesterly line of said
Block 196 South 450 52' 05" West 279,65 feet; thence leaving said
line South 440 07' 55" East 436.67 feet to the true point of
beginning; thence parallel with the northwesterly line of said Block
196 North 450 52' 05" East 139.00 feet; thence North 440 07' 55"
West 30.00 feet; thence North 450 52' 05" East 60.00 feet; thence
North 320 37' 55" West 58.98 feet; thence North 570 22' 05" East
70,86 feet to the northeasterly line of,said Block 196; thence along
said line South 440 13' 10" East 228.55.feet to a point North 440 13' 10"
West 8.00 feet from the southeasterly corner of Lot L of said Block
196; thence South 00 48' 42" West 11. 31 feet to a point in the
southeasterly line of said Lot L, said point being 'South 450 50' 35"
West 8.00 feet from the southeasterly corner of said Lot L; thence
along said line South 450 50' 35" West 272.57 feet to a line that
bears South 440 07' 55" East from the true point of beginning; .
thence North 440 07' 55" West l63.0l feet to the true point of beginning.
Except all oil. gas and mineral substances below a depth of 500 feet
from the surface of said land. together with the right to explore for
and extract such substances. provided that the opening of any well.
hole, shaft or other means of exploring for. reaching or extracting
such substances shall not be located upon the surface of the land
within the City of Santa Monica Downtown Redevelopment Project as
recorded as Document No. 77-1193683 of Official Records of Los Angeles
County, State of California, and shall not penetrate any part of or
portion of said Project Area, including the land hereinabove described,
within 500 feet of the surface thereof or on said surface.
"
-.- -
,
EXHIBIT A
Page 4
78--1-420857 . . ,
-,-
. DOCu.t No.78-1420851 Da'Recorded ,7,- -- 1- L "7P
. , I
'. -
:4t .
STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT
BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER
(Pursuant to Section 11932 R & T Code and Sect/on 12 of. L.A. County Ord. No, 9443, as
To Ray E. Lee, Registrar-Recorder
County of Los Angeles:.
Request /s hereby made In accordance wIth the provisions of the Documentary
Transfer Tax Act that the amount of tax due not be shown on ,the original
doC"..~:t n,.." . . ~
~~:'~o~~,~~M
'\" . ~~V\~/((~~~
. , (Name of one grantee or lessee)
P,op.,., do'c,lb.d In tho .ccomp.nyln. doC"~ed In ,
-- Yi\ ~_'
(Show name of city or.unlncorp.)
The amount of tax due on the acc~anyln9 document Is S 3; 5'-f~. on. @
~computed on full value of property conveyed .
Or computed on full value less liens and
------encumbrances remaining at time of sale,
.'
,.
NOTE: Mta:r the permanent record I s made, th f s form w f II be aft I xod to the
conveying document and returned with it,
.
,-
--_._--_._--~._-_._._-~-
.. '. 1 . . ~
. Record1ng Requested by:
TITLE INSURANCE AND TRUST COMPANY
433 South Spring Street
Los Angeles, California 90013
And When Recorded Mail to:
BARRETT, STE'ARNS , COLLINS,
GLEASON & KINNEY
.....,. 1150 Union Bank Tower
Del Amo Financial Center
Torrance, California 90503
Attention: Michael E. Gleason, Esq.
Mail Tax Statements to:
Santa Monica Place Associates
315 Broadway
Santa Monica, California 90401
GRANT DEED
For valuable consideration, receipt of which is hereby
acknotllledged,
THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA,
CALIFORNIA, a public body, corporate and politic, of the State of
California, herein called "Grantor," acting to carry out the
Redevelopment Plan, herein called "Redevelopment Plan," for the
Santa Monica Downtown Redevelopment Project, herein called "Project,"
under the Community Redevelopment Law of California, hereby grants
to SANTA MONICA PLACE ASSOCIATES, a California partnership in which
The Rouse Development Company of California, Inc. , a Maryland
corporation, and Ernes t W. Hahn, Inc. , a California corporation,
are the sole general partners, herein called "Grantee," the real
property, hereinaf,ter referred to as the "Property," described in
the document attached hereto, labeled Exhibit "A" and incorporated
herein by this reference.
1. Reference is made to that Grant Deed recorded December 22,
1978, as Instrument No. 78-1420857 in the Official Records of the
Los Angeles County Recorder's Office wherein the Redevelopment Agency
,
--.-----~._-~---~-- - ____ _._ ,~ c__ ._
,
" . .
fl
of the City o~ Santa Monica, California, Grantor, conveyed certain
real property to Santa Monica Place Associates, Grantee. At the
.~-
time said Deed was executed, certain parcels of the Property
described therein were the subject of actions in eminent domain
brought by the City of Santa Monica and title to said parcels was
not vested in Grantor, Paragraph 2 of said Deed provides in part
that upon the recording of final decrees of condemnation in said
eminent domain actions, and solely for the purpose of clarifying
record title, Grantor shall execute and cause to be recorded a new
Grant Deed conveying all Grantor's interest ~n said parcels to
Grantee. Final decrees of condemnation in said eminent domain
actions have been recorded, title to the involved parcels is now
vested in Grantor and by this Deed, Grantor intends to convey all
its interest in said parcels, referred to herein as the "Property,"
to Grantee,
2. The Property is conveyed subject to the Redevelopment Plan
and pursuant to a certain Disposition and Development Agreement
entered into by and between Grantor and Santa Monica Place Associates,
a general partnership (the predecessor-in-interest of Grantee) as of
September 10, 1975, as implemented by First Implementation Agreement
dated June 22, 1977, by Second Implementation Agreement dated June IS,
1978, and by Third Implementation Agreement dated May I, 1979, herein
collectively called "DDA." Reference herein to the "REA" shall mean
that instrument entitled "Construction, Operation and Reciprocal
Easement Agreement" entered into between the Grantee and other
parties dated December 22, 1978, and recorded December 22, 1978 as
Instrument No. 78-1420860, in the Offical Records of the County of
Los Angeles.
3. The Grantee covenants and agrees for itself, its successors,
2,
~:,
. ' ,
" . .
its assigns and every successor in interest that during construc-
tion and thereafter, the Grantee, its successors and assigns shall
~
devote the Property to the uses specified in the Redevelopment Plan,
this Deed, and the DDA for the periods of time specified therein.
The foregoing covenant shall run with the land.
4. Prior to the recordation by the Grantor of a Certificate
of Completion of construction as provided in the DDA, the Grantee
shall not, except as permitted by the DDA, assign or attempt to
assign the DDA or any rights therein, nor sell, transfer, convey,
assign or lease the whole or any part of the Property (or any
portion thereof) or of the improvements to be constructed thereon
without the prior written approval of the Grantor, This prohibi-
tion shall not be applicable to a transfer provided under Section
107 of the DDA, or transfers to any entity or entities owned or
controlled by the Grantee or any of its subsidiaries or to any
parent corporation of the Grantee or entity or entities controlled
by it. This prohibition shall not apply to any of such Property
(or any portion thereof) subsequent to the recordation of the
Certificate of Completion with respect to the construction of the
improvements thereon, nor to a sale of any such Property (or any
portion thereof) at foreclosure (or to a conveyance thereof in
lieu of a foreclosure) pursuant to a foreclosure thereof, This
prohibition shall not be deemed to prevent the granting of ease-
ments or permits to facilitate the development of such Property,
nor to prohibit or restrict the leasing of any part or parts
thereof or of any improvements constructed thereon, with respect
to which a Certificate of Completion has been issued by the Grantor.
3.
. . .
Nothing in this paragraph prohibits the Grantee from leasing
,~ space for occupancy in the Property, or prohibits the Grantee
from selling, transferring, conveying or leasing a portion or
portions of the Property to an entity of the type which generally
acquires an interest in a retail center for the purposes of
erecting, constructing, maintaining and operating (or causing
to be erected, constructed, maintained and operated), retail
department store improvements thereon, provided that any such
transferee will meet the qualifications of a transferee and
comply with all of the conditions of such transfer as set forth
in the DDA.
5. The Grantee covenants by and for itself, and any succes-
sors in interest, that there shall be no discrimination against
or segregation of any person, or group of persons, on account of
sex, race, color, creed, religion, marital status, national origin
or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Property, nor shall the Grantee itself
or any person claiming under or through it establish or permit any
such practice or practices of discrimination or segregation with
reference to the selection, lo~tion, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees of the
Property. The foregoing covenants shall run with the land.
All deeds, leases or contracts pertaining to the Property
shall contain or be subject to substantially the following
discrimination or nonsegregation clauses:
(a) In deeds: "The Grantee herein covenants by
4.
----
. , . .
and for itself, its successors and assigns, and all
persons claiming under or through them, that there shall
be no discrimination against or segregation of, any
person or group of persons on account of sex, race,
color, creed, religion, marital status, national origin
or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure, or enjoyment of the land herein
. conveyed, nor shall the Grantee itself or any person
claiming under or through it, establish or permit any
such practice or practices of discrimination or segrega-
tion with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants,
sublessees or vendees in the land herein conveyed. The
foregoing covenants shall run with the land."
(b) In leases: "The lessee herein covenants by and for
itself, its successors and assigns, and all persons claiming
under or through them, and this lease is made and accepted upon
and subject to the following conditions:
"That there shall be no discrimination against or
segregation of any person or group of persons on account
of sex, race, color, creed, religion, marital status,
national origin or ancestry, in the leasing, subleasing,
transferring, use or enjoyment of the land herein leased
nor shall the lessee itself or any person claiming under
or through it establish or permit any such practice or
practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy, of
5.
--...-.-... -.---..-....-----...--..-...- ~- ---..---
. .
tenants, lessees, sublessees, subtenants or vendees in
the land herein leased."
(c) In contracts: "There shall be no discrimination
against or segregation of, any person, or group of persons
on account of sex, race, color, creed, religion, marital
status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of
0 the land, nor shall the transferee himself or any person
claiming under or through him, establish or permit any
such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees, or
vendees of the land."
6. No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this Grant
Deed shall defeat or render invalid or in any way impair the lien
or charge of any mortgage, deed of trust or other financing or
security instrument permitted by the DDA, or any financing arrange-
ment entered into after the issuance of a Certificate of Completion
for the Property, provided, however, that any successor of Grantee
to the Property shall be bound by such remaining covenants,
conditions, restrictions, limitations and provisions, whether such
successor's title was acquired by foreclosure, deed in lieu of
foreclosure, trustee's sale or otherwise.
7. Except as otherwise provided, the covenants in paragraph
3 of this Grant Deed shall remain in effect until the termination
date of the REA. The covenants in paragraph 4 of this Grant Deed
6.
. .
shall remai~ in effect until the recordation of a Certificate
of Completion for the Property. The covenants aga~nst discrimi-
nation contained in paragraph 5 of this Grant Deed shall remain
in effect in perpetuity,
8. The covenants contained in paragraphs 3, 4, 5 and 6 of
this Grant Deed shall be binding for the benefit of the Grantor
and its successors and assigns and such covenants shall run in
favor of the Grantor and for the entire period during which such
covenants shall be in force and effect, without regard to whether
the Grantor is or remains an owner of any land or interest therein
to which such covenants relate. The Grantor, in the event of any
breach of any such covenants shall have the right to exercise all
of the rights and remedies, and to maintain any actions at law or
suits in equity or other proper proceedings to enforce the curing
of such breach. The covenants contained in this Grant Deed shall
be for the benefit of and shall be enforceable only by the Grantor
and its successors,
9. In the event of any express conflict becweenthis Grant
Deed and the DDA, the provisions of this Grant Deed shall control;
provided, however, that the provisions of Section 512 of the DDA
relating to right of re-entry and Section 605 of the DDA relating
to enforced delay shall be applicable according to their terms,
10. Any amendments to the Redevelopment Plan which change the
uses or development permitted on the Property as proposed in the
DDA or otherwise change the restrictions or controls that apply
to the Property or otherwise affect the Grantee's obligations or
rights with respect to the Property shall require the written
7.
. ',-'. -~',,~- . ""~",,-.'-'-"-- ", .-""--'-~ '-"-". --< -',.'"'-~ ",-' .-.
. .
consent of the Grantee.
11. Grantor agrees that pursuant to Section 323 of the DDA,
Grantee shall be entitled to receive a separate Certificate of
Completion after completion of all construction to be completed
by Grantee upon the Property.
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on their behalf by their respective
0 officers thereunto duly authorized this t l~ day of juv..e
,
1979.
ATTESTED: THE REDEVELOPMENT AGENCY OF THE
APPROVED: CITY OF SANTA MONICA, LIFORNIA
By ~~u~~l ~ By .
Counselor ran or
"Grantor"
The provisions of this Grant Deed are hereby approved and
accepted.
SANTA MONICA PLACE ASSOCIATES,
a California partnership
By: Ernest W. Hahn, Inc., a
California corporation,
By ~~
By:
By
8.
. .
LEGAL DESCRIPTION
..... Parcel 197-23, 24
Parcell: The northeast 35 feet of the southwest 75 feet of Lots
X and W in Block 197, City of Santa Monica, County of Los Angeles,
State of California, as per map recorded in Book 39 Pages 45 et seq.
of Miscellaneous Records, in the office of the County Recorder of
said County.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located
within the City of Santa Monica Downtown Redevelopment Project as
recorded as Document No. 77-l193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
in the Judgment and Final Order of Condemnation recorded January l6,
1979, as Instrument No, 79-67734 of Official Records of Los Angeles
County.
Parcel 2: The southwesterly 40 feet of Lots Wand X, Block 197,
Santa Monica Townsite, in the City of Santa Monica, in the County
of Los Angeles, State of California, as per map recorded in Book 1
Page 80 and as per map recorded in Book 39 Page 45 of Miscellaneous
Records, in the office of the County Recorder of said County.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located
within the City of Santa Monica Downtown Redevelopment Project as
recorded as Document No. 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
in the Judgment and Final Order of Condemnation recorded January 16,
1979, as Instrument No. 79-67734 of Official Records of Los Angeles
County.
Parcel 197-14
Parcel l: Lot "p" in Block 197 of City of Santa Monica, as per map
recorded in Book 3 Pages 80 and 8l and in Book 39 Pages 45 to 51
inclusive, both of Miscellaneous Records, in the office of County
Recorder of said County.
Except that portion lying southeasterly of the following described
lines: beginning at a point on the southwesterly line of said Lot "P"
distant 30.57 feet northwesterly from the most southerly corner of
said lot, thence north 450 52' OS" east to the northeasterly line of
said Lot "P".
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that the
surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located within
the City of Santa Monica Downtown Redevelopment Project as recorded
as Document No. 77-1193683 of Los Angeles County Records, State of
California, and shall not penetrate any part of or portion of said
project area within 500 feet of the surface thereof, as excepted in
the Judgment and Final Order of Condemnation recorded April 11, 1979,
as Instrument No. 79-393620 of Official Records of Los Angeles County.
EXHIBIT A
Page 1
'.. 'YO"'.
Parcel 2: That portion of the southwesterly half of that certain alley
20 feet wide, vacated, in the City of Santa Monica, C9unty of Los
Angeles, State of California, lying between the northeasterly prolonga-
tion of the northwesterly line of Lot "P" and the northeasterly
prolongation of the southeasterly line of Lot "P" in Block 197 of
Town of Santa Monica, as shown on the map recorded in Book 3 Pages 80
and 81 and in Book 39 Pages 45 to 5l inclusive, both of Miscellaneous
Records in the office of the County Recorder of said County.
Except that portion of said land lying southeasterly of the following
described line: beginning at a point on the southwesterly line of said
Lot "P" distant 30.57 feet, northwesterly from the most southerly corner
of said Lot "plI, thence north 450 52' 05" east to the northeasterly
line of the southwestern half of said 20 foot alley.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
0 the surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located within
the City of Santa Monica Downtown Redevelopment Project as recorded
as Document No. 77-1193683 of Los Angeles County Records, State of
California, and shall not penetrate any part of or portion of said
project area within 500 feet of the surface thereof, as excepted in
the Judgment and Final Order of Condemnation recorded April 1l,1979,
as Instrument No, 79-393620 of Official Records of Los Angeles County.
Parcel 197-7
Parcell: Lot "F" in Block 197 of Santa Monica, in the City of
Santa r.10nica, in the County of Los Angeles, State of California,
as per map recorded in Book 3 Pages 80 and 81 of Miscellaneous
Records, and in Book 39 Pages 45 et seq" of Miscellaneous Records,
in the office of the County Recorder of said County.
,
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of
exploring for, reaching or extracting such substances shall not be
located within the City of Santa Monica Downtown Redevelopment Project
as recorded as Document No. 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
by Quali-T.V., a partnership, in Deed recorded January 25, 1979, as
Instrument No, 79-1049926 of Official Records of Los Angeles County,
Parcel 2: That portion of the southwesterly half of Third Street
80 feet wide, in the City of Santa Monica, County of Los Angeles,
State of California, lying between the northeasterly prolongation of
the northwesterly line of Lot "F" and the northeasterly prolongation
of the southeasterly line of Lot "F" in Block 197 of Town of Santa
Monica, as shown on the map recorded in Book 3 Pages 80 and 8l and in
Book 39 Page 45 et seq. both of Miscellaneous Records, in the office
of the County Recorder of said County, together with that portion of
the northeasterly half of that certain alley 20 feet wide lying
between the southwesterly prolongation of the northwesterly line of
said Lot "F" and the southwesterly prolongation of the southeasterly
line of said Lot "F".
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of
exploring for, reaching or extracting such substances shall not be
located within the City of Santa Monica Downtown Redevelopment Project
as recorded as Document No, 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
by Quali-T.V" a partnership, in Deed recorded January 25, 1979, as
Instrument No, 79-1049926 of Official Records of Los Angeles County.
EXHIBIT A
Page 2
'.' " . .
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
,
On ....J;:n~ /// /<;' J 1 , before me, the unders igned,
a Notary Public in and for said State, personally appeared
t'H7II-CuJt s-' t:. ,.., (!" ~,L,," AI' , known to me to be the
g'" (<',,/ 7/~ .0/';'"", re'/C.. of THE REDEVELOPMENT AGENCY OF
T CITY OF SANTA MONICA, CALIFORNIA, the corporation that
executed the within instrument, known to me to be the person who
executed the within instrument on behalf of the corporation therein
named, and acknowledged to me that such corporation executed the
o within instrument pursuant to its by-laws or a resolution of its
board of directors.
WITNESS my hand and official seal.
_OFFICIAL SEAL
.,.. . JOAN L. JENSEN
Ii> .: NOTARY PUBLIC' CALIFORNIA
, LOS ANGELES COUNlY
.' My camm. expires JUl 23, 1982
STATE OF CALIFORNIA . )
) ss.
COUNTY OF LOS ANGELES )
On ~ ?; I '179 , before me, the undersigned,
~ary ~ for said State., personally appeared
~ ' known to me to be the
~. ' . of THE ROUSE DEVELOPMENT COMPANY OF
CALIFORNIA, INC., the corporation that executed the within instru-
ment 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, 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.
. ..._.."._""~...-'\ . ~
il."'~""~';'~:"'..":"I""""'""""''''~~'~~NEl.S~ING:J cx:J-.<._..-..-.u ~ " >
\ 4_: .,OlAR" poeuc . C"L1fORN'~ . .
~ A. PRINCIPAl OSflCE I"
, .' os A~GH'S cou~
.. "MYCQ~miSsiQn ExPi!,:~.!.;l4,1982
~"'---
9.
. .
. "
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
, before me, the undersigned,
State, personally appeared
, known to me to be the
of ERNEST W. HAHN, INC, , 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, 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,
j,I!II!li;:lIi'IlI:'I!IIIlll'!liillllll!llllIlIUllllllll1t:itUlI.li:'llllllllllliHIllUl1II11!IlUllmlm~ll1nlftlllllmllWlllDllflll\lIII~ o.d'~ ~- J7
. _ O"'''^' ""
~. -.. . DIANNE L. KING
o . NOlA"" PUBLIC. CALIFORNIA
PRINCIPAL OFFICE IN
· LOS ANGELES COUNTY
I . """.,..".....-.......
~WIIIII1/IIIIUII_lIlWl1lt11UWll
10.
.--- - - -------~---._----~-._--
, . t' Recording ReqUeS~ by: .
. ,
TITLE INSURANCE AND TRUST COMPANY
433 South Spring Street
Los Angeles, California 90013
And When Recorded Mail to:
BARRETT, STEARNS, COLLINS,
GLEASON & KINNEY
1150 Union Bank Tower
Del.Amo Financial Center
Torrance, California 90503
Attention: Michael E. Gleason, Esq.
Mail Tax Statements to:
Santa Monica Place Associates
315 Broadway
Santa Monica, California 90401
0
GRANT DEED
For valuable consideration, receipt of which is hereby
acknowledged,
THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA,
CALIFORNIA, a public body, corporate and politic, of the State of
California, herein called "Grantor," acting to carry out the
Redevelopment Plan, herein called "Redevelopment Plan," for the
Santa Monica Downtown Redevelopment Project, herein called "Project,"
under the Community Redevelopment Law of California, hereby grants
to SANTA MONICA PLACE ASSOCIATES, a California partnership in which
The Rouse Development Company of California, Inc., a Maryland
corporation, and Ernest W. Hahn, Inc., a California corporation,
are the sole general partners, herein called "Grantee," the real
property, hereinafter referred to as the "Property," described in
the document attached hereto, labeled Exhibit "A" and incorporated
herein by this reference.
l. Reference is made to that Grant Deed recorded December 22,
1978, as Instrument No. 78-1420857 in the Official Records of the
Los Angeles County Recorder's Office wherein the Redevelopment Agency
~-------_.-,~-----~ ,-,----"----
.. . .
of the City of Santa Monica, California, Grantor, conveyed certain
real property to Santa Monica Place Associates, Grantee. At the
time said Deed was executed, certain parcels of the Property
described therein were the subject of actions in eminent domain
brought by the City of Santa Monica and title to said parcels was
not vested in Grantor. Paragraph 2 of said Deed provides in part
that upon the recording of final decrees of condemnation in said
0 eminent domain actions, and solely for the purpose of clarifying
record title, Grantor shall execute and cause to be recorded a new
Grant Deed conveying all Grantor's interest in said parcels to
Grantee. Final decrees of condemnation in said eminent domain
actions have been recorded, title to the involved parcels is now
vested in Grantor and by this Deed, Grantor intends to convey all
its interest in said parcels, referred to herein as the "Property,"
to Grantee.
2, The Property is conveyed subject to the Redevelopment Plan
and pursuant to a certain Disposition and Development Agreement
entered into by and between Grantor and Santa Monica Place Associates,
a general partnership (the predecessor-in-interest of Grantee) as of
September 10, 1975, as implemented by First Implementation Agreement
dated June 22, 1977 , by Second Implementation Agreement dated June 15,
1978, and by Third Implementation Agreement dated May 1, 1979, herein
collectively called "DDA." Reference herein to the "REA" shall mean
that instrument entitled "Construction, Operation and Reciprocal
Easement Agreement" entered into between the Grantee and other
parties dated December 22, 1978, and recorded December 22, 1978 as
Instrument No. 78-1420860, in the Offica1 Records of the County of
Los Angeles.
3. The Grantee covenants and agrees for itself, its successors,
2,
--, ._------_._-_.~.--------
. .
its assigns and every successor in interest that during construc-
tion and thereafter, the Grantee, its successors and assigns shall
devote the Property to the uses specified in the Redevelopment Plan,
this Deed, and the DDA for the periods of time specified therein,
The foregoing covenant shall run with the land,
4, Prior to the recordation by the Grantor of a Certificate
of Completion of construction as provided in the DDA, the Grantee
0 shall not, except as permitted by the DDA, assign or attempt to
assign the DDA or any rights therein, nor sell, transfer, convey,
assign or lease the whole or any part of the Property (or any
portion thereof) or of the improvements to be constructed thereon
without the prior written approval of the Grantor. This prohibi-
tion shall not be applicable to a transfer provided under Section
107 of the DDA, or transfers to any entity or entities owned or
controlled by the Grantee or any of its subsidiaries or to any
parent corporation of the Grantee or entity or entities controlled
by it, This prohibition shall not apply to any of such Property
(or any portion thereof) subsequent to the recordation of the
Certificate of Completion with respect to the construction of the
improvements thereon, nor to a sale of any such Property (or any
portion thereof) at foreclosure (or to a conveyance thereof in
lieu of a foreclosure) pursuant to a foreclosure thereof, This
prohibition shall not be deemed to prevent the granting of ease-
ments or permits to facilitate the development of such Property,
nor to prohibit or restrict the leasing of any part or parts
thereof or of any improvements constructed thereon, with respect
to which a Certificate of Completion has been issued by the Grantor.
3.
. . .
Nothing in this paragraph prohibits the Grantee from leasing
space for occupancy in the Property, or prohibits the Grantee
from selling, transferring, conveying or leasing a portion or
portions of the Property to an entity of the type which generally
acquires an interest in a retail center for the purposes of
erecting, constructing, maintaining and operating (or causing
to be erected, constructed, maintained and operated), retail
0
department store improvements thereon, provided that any such
transferee will meet the qualifications of a transferee and
comply with all of the conditions of such transfer as set forth
in the DDA.
5. The Grantee covenants by and for itself, and any succes-
sors in interest, that there shall be no discrimination against
or segregation of any person, or group of persons, on account of
sex, race, color, creed, religion, marital status, national origin
or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Property, nor shall the Grantee itself
or any person claiming under or through it establish or permit any
such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of
.
tenants, lessees, subtenants, sublessees, or vendees of the
Property. The foregoing covenants shall run with the land.
All deeds, leases or contracts pertaining to the Property
shall contain or be subject to substantially the following
discrimination or nonsegregation clauses:
(a) In deeds: "The Grantee herein covenants by
4,
. .
and for itself, its successors and assigns, and all
persons claiming under or through them, that there shall
,-'~
be no discrimination against or segregation of, any
person or group of persons on account of sex, race,
color, creed, religion, marital status, national origin
or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure, or enjoyment of the land herein
conveyed, nor shall the Grantee itself or any person
claiming under or through it, establish or permit any
such practice or practices of discrimination or segrega-
tion with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants,
sublessees or vendees in the land herein conveyed, The
foregoing covenants shall run with the land."
(b) In leases: liThe lessee herein covenants by and for
itself, its successors and assigns, and all persons claiming
under or through them, and this lease is made and accepted upon
and subject to the following conditions:
"That there shall be no discrimination against or
segregation of any person or group of persons on account
of sex, race, color, creed, religion, marital status,
national origin or ancestry, in the leasing, subleasing, \
transferring, use or enjoyment of the land herein leased
nor shall the lessee itself or any person claiming under
or through it establish or permit any such practice or
practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy, of
5.
...._.__._'~---'~. ~
. .
tenan,ts, lessees, sublessees, subtenants or vendees in
the land herein leased."
~~
(c) In contracts: "There shall be no discrimination
against or segregation of, any person, or group of persons
on account of sex, race, color, creed, religion,marital
status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of
the land, nor shall the transferee himself or any person
claiming under or through him, establish or permit any
such practice or practices of discrimination Or segregation
with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees, or
vendees of the land."
6. No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this Grant
Deed shall defeat or render invalid or in any way impair the lien
or charge of any mortgage, deed of trust or other financing or
security instrument permitted by the DDA, or any financing arrange-
ment entered into after the issuance of a Certificate of Completion
for the Property, provided, however, that any successor of Grantee
to the Property shall be bound by such remaining covenants,
conditions, restrictions, limitations and provisions, whether such
successor's title was acquired by foreclosure, deed in lieu of
foreclosure, trustee's sale or otherwise.
7. Except as otherwise provided, the covenants in paragraph
3 of this Grant Deed shall remain in effect until the termination
date of the REA. The covenants in paragraph 4 of this Grant Deed
6.
. .
shall remain in effect until the recordation of a Certificate
of Completion for the Property, The covenants against discrimi-
nation contained in paragraph 5 of this Grant Deed shall remain
in effect in perpetuity.
8. The covenants contained in paragraphs 3, 4, 5 and 6 of
this Grant Deed'shall be binding for the benefit of the Grantor
and its successors and assigns and such covenants shall run in
.
favor of the Grantor and for the entire period during which such
covenants shall be in force and effect, without regard to whether
the Grantor is or remains an owner of any land or interest therein
to which such covenants relate, The Grantor, in the event of any
breach of any such covenants shall have the right to exercise all
of the rights and remedies, and to maintain any actions at law or
suits in equity or other proper proceedings to enforce the curing
of such breach. The covenants contained in this Grant Deed shall
be for the benefit of and shall be enforceable only by the Grantor
and its successors.
9. In the event of any express conflict between this Grant
Deed and the DDA, the provisions of this Grant Deed shall control;
provided, however, that the provisions of Section 512 of the DDA
relating to right of re-entry and Section 605 of the DDA relating
to enforced delay shall be applicable according to their terms.
10. Any amendments to the Redevelopment Plan which change the
uses or development permitted on the Property as proposed in the
DDA or otherwise change the restrictions or controls that apply
to the Property or otherwise affect the Grantee's obligations or
rights with respect to the Property shall require the written
7.
~'",.... .. .. --~. . .., ..._....e_._ ~---
. .
consent of the Grantee,
.~ 11. Grantor agrees that pursuant to Section 323 of the DDA,
Grantee shall be entitled to receive a separate Certificate of
Completion after completion of all construction to be completed
by Grantee upon the Property.
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on their behalf by their respective
officers thereunto duly authorized this \I~ day of JUlAe ,
1979.
ATTESTED: THE REDEVELOPMENT AGENCY OF THE
APPROVED: CITY OF SANTA MONICA, LIFORNIA
By 3t~~kro~t~~L _ By .
Counselor Gran or
"Grantor"
The provisions of this Grant Deed are hereby approved and
accepted.
SANTA MONICA PLACE ASSOCIATES,
a California partnership
By: Ernest W. Hahn, Inc., a
California corporation,
By ~.~
By:
By
8.
, . . .
LEGAL DESCRIPTION
Parcel 197-23, 24
Parcell: The northeast 35 feet of the southwest 75 feet of Lots
X and W in Block 197, City of Santa Monica, County of Los Angeles,
State of California, as per map recorded in Book 39 Pages 45 et seq.
of Miscellaneous Records, in the office of the County Recorder of
said County.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of exploring
. for, reaching or extracting such substances shall not be located
within the City of Santa Monica Downtown Redevelopment Project as
recorded as Document No. 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
in the Judgment and Final Order of Condemnation recorded January 16,
1979, as Instrument No. 79-67734 of Official Records of Los Angeles
County.
Parcel 2: The southwesterly 40 feet of Lots Wand x, Block 197,
Santa Monica Townsite, in the City of Santa Monica, in the County
of Los Angeles, State of California, as per map recorded in Book 1
Page 80 and as per map recorded in Book 39 Page 45 of Miscellaneous
Records, in the office of the County Recorder of said County.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located
within the City of Santa Monica Downtown Redevelopment Project as
recorded as Document No. 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof,as excepted
in the Judgment and Final Order of Condemnation recorded January 16,
1979, as Instrument No. 79-67734 of Official Records of Los Angeles
County,
Parcel 197-14
Parcell: Lot "P" in Block 197 of City of Santa Monica, as per map
recorded in Book 3 Pages 80 and 81 and in Book 39 Pages 45 to 51
inclusive, both of Miscellaneous Records, in the office of County
Recorder of said County.
Except that portion lying southeasterly of the following described
lines: beginning at a point on the southwesterly line of said Lot "P"
distant 30,57 feet northwesterly from the most southerly corner of
said lot, thence north 450 52' 05" east to the northeasterly line of
said Lot lip",
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that the
surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located within
the City of Santa Monica Downtown Redevelopment Project as recorded
as Document No. 77-1l93683 of Los Angeles County Records, State of
California, and shall not penetrate any part of or portion of said
project area within 500 feet of the surface thereof, as excepted in
the Judgment and Final Order of Condemnation recorded April II, 1979,
as Instrument No. 79-393620 of Official Records of Los Angeles County.
EXHIBIT A
Page 1
.
Parcel 2: That portion of the southwesterly half of that certain alley
20 feet wide, vacated, in the City of Santa Monica, County of Los
Angeles, State of California, lying between the northeasterly prolonga-
tion of the northwesterly line of Lot "p" and the northeasterly
prolongation of the southeasterly line of Lot "p" in Block 197 of
Town of Santa Monica, as shown on the map recorded in Book 3 Pages 80
""'- and 81 and in Book 39 Pages 45 to 51 inclusive, both of Miscellaneous
Records in the office of the County Recorder of said County.
Except that portion of said land lying southeasterly of the following
described line: beginning at a point on the southwesterly line of said
Lot lip" distant 30,57 feet, northwesterly from the most southerly corner
of said Lot "P", thence north 450 52' 05" east to the northeasterly
line of the southwestern half of said 20 foot alley.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located within
the City of Santa Monica Downtown Redevelopment Project as recorded
as Document No. 77-1193683 of Los Angeles County Records, State of
California, and shall not penetrate any part of or portion of said
project area within 500 feet of the surface thereof, as excepted in
the Judgment and Final Order of Condemnation recorded April 11, 1979,
as Instrument No, 79-393620 of Official Records of Los Angeles County.
Parcel 197-7
Parcell: Lot "F" in Block 197 of Santa Monica, in the City of
Santa t.10nica, in the County of Los Angeles, State of California,
as per map recorded in Book 3 Pages 80 and 81 of Miscellaneous
Records, and in Book 39 Pages 45 et seq., of Miscellaneous Records,
in the office of the County Recorder of said County.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of
exploring for, reaching or extracting such substances shall not be
located within the City of Santa Monica Downtown Redevelopment Project
as recorded as Document No. 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
by Quali-T. V, , a partnership, in Deed recorded January 25, 1979, as
Instrument No, 79-1049926 of Official Records of Los Angeles County.
Parcel 2: That portion of the southwesterly half of Third Street
80 feet wide, in the City of Santa Monica, County of Los Angeles,
State of California, lying between the northeasterly prolongation of
the northwesterly line of Lot "F" and the northeasterly prolongation
of the southeasterly line of Lot "F" in Block 197 of Town of Santa
Monica, as shown on the map recorded in Book 3 Pages 80 and 81 and in
Book 39 Page 45 et seq. both of Miscellaneous Records, in the office
of the County Recorder of said County, together with that portion of
the northeasterly half of that certain alley 20 feet wide lying
between the southwesterly prolongation of the northwesterly line of
said Lot "F" and the southwesterly prolongation of the southeasterly
line of said Lot "F".
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of
exploring for, reaching or extracting such substances shall not be
located within the City of Santa Monica Downtown Redevelopment Project
as recorded as Document No, 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
by Quali-T, V., a partnership, in Deed recorded January 25, 1979, as
Instrument No, 79-1049926 of Official Records of Los Angeles County,
EXHIBIT A
Page 2
---.--.---.--.-..-----.-----
. " ~ . .
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On ~h€' /// ('7') q , before me, the undersigned,
a Notary Public in and for said State, personally appeared
t' H-.1H::' L -ct S"" K: r?{'" <:".L,,;.v , known to me to be the
,Ii?- /1'1" t<~/ 7/,y: .t:?1 ,;-,..", r /fA:... of THE REDEVELOPMENT AGENCY OF
THE CITY OF SANTA MONICA, CALIFORNIA, the corporation that
executed the within instrument, known to me to be the person who
executed the within instrument on behalf of the corporation therein
named, and acknowledged to me that such corporation executed the
within instrument pursuant to its by-laws or a resolution of its
board of directors,
WITNESS my hand and official seal,
i) OFFICIAL SEAL
.. . . JOAN L JENSEN
. .." :' NOTARY PUBLIC' CAliFORNIA
, , LOS ANGELES COUNTY
, ' My comm, expires JUL 23, 1982
STATE OF CALIFORNIA )
) ss,
COUNTY OF LOS ANGELES )
/ 7'79 , before me, the undersigned,
for said State, personally appeared
, known to me to be the
_ 0 THE ROUSE DEVELOPMENT COMPANY OF
INC. , t e corporation that executed the within instru-
ment 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, 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.
'.1~11i11"!I':~'II!\l'\1Il\\I!!111nllmnl"\11mIUIUll\\I\1\I!~ c<:t~..e/ c/ 4
lml;II\\'IIIlI',llll~~ll'm"1lI111l11111Illm\lIlli,!I;l1111l'~;'~~ j.. Ie 1 f\ L. S E A.t. .
~ ~... D'/l.NNE L KING
\.:r"t' "OT."Y pueLlC ,C.,lfOtlNIA
0. 4iO" PRINCIPAL oFfiCE IN
. . ' tOS .NGUES COU""'"
..: ;c!. ,., Commission Expi,esSept. 14, 1982
~...-
9.
,'. . e
. "
STATE OF CALIFORNIA )
) SSe
COUNTY OF LOS ANGELES )
, before me, the undersigned,
State, personally appeared
, known to me to be the
of ERNEST W. HAHN, INC. , 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, 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,
lii'1I'llIilli':I':'i"1Il1l!\1I!!IIllmlll:llilillilllllll,;lIllli:,1l11l1lr,W11I1l1ll111ll1111llnlllmnlUlmmmnlllfdllllllt1l1lUl11U adI~ ~- J7
Ie ""''''' ""
~ . .-"" " DIANNE L KING
I 0- la . NOlARV flUBUC . CALIFORfftA
~ ~ PRINCIPAL OFFICE IN
· LOS ANGELES COUNTY
I ' My Commission ExpiresSepl.14.1982
~lIIIIIIIlIIIIl\lIlIIlIIlIlUIlIlIIIIIIIIIUlWlIIlllllllllllllllllllllll
.
10.
~ . . . .
- Recording Requested by:
TITLE INSURANCE AND TRUST COMPANY
433 South Spring Street
Los Angeles, California 90013
And When Recorded Mail to:
BARRETT, STEARNS, COLLINS,
GLEASON & KINNEY
.- 1150 Union Bank Tower
Del Amo Financial Center
Torrance, California 90503
Attention: Michael E. Gleason, Esq.
Mail Tax Statements to:
Santa Monica Place Associates
315 Broadway
Santa Monica, California 90401
GRANT DEED
For valuable consideration, receipt of which is hereby
acknowledged,
THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA,
CALIFORNIA, a public body, corporate and politic, of the State of
California, herein called "Grantor," acting to carry out the
Redevelopment Plan, herein called "Redevelopment Plan," for the
Santa Monica Downtown Redevelopment Project, herein called "Project,"
under the Community Redevelopment Law of California, hereby grants
to SANTA MONICA PLACE ASSOCIATES, a California partnership in which
The Rouse Development Company of California, Inc., a Maryland
corporation, and Ernest W. Hahn, Inc., a California corporation,
are the sole general partners, herein called "Grantee," the real
property, hereinafter referred to as the "Property," described in
the document attached hereto, labeled Exhibit "A" and incorporated
herein by this reference.
1. Reference is made to that Grant Deed recorded December 22,
1978, as Instrument No. 78-1420857 in the Official Records of the
Los Angeles County Recorder's Office wherein the Redevelopment Agency
.~.."" - ._..
, , . .
of the City of Santa Monica, California, Grantor, conveyed certain
real property to Santa Monica Place Associates, Grantee. At the
time said Deed was executed, certain parcels of the Property
described therein were the subject of actions in eminent domain
brought by the City of Santa Monica and title to said parcels was
not vested in Grantor. Paragraph 2 of said Deed provides in part
that upon the recording of final decrees of condemnation in said
eminent domain actions, and solely for the purpose of clarifying
record title, Grantor shall execute and cause to be recorded a new
Grant Deed conveying all Grantor's interest in said parcels to
Grantee. Final decrees of condemnation in said eminent domain
actions have been recorded, title to the involved parcels is now
vested in Grantor and by this Deed, Grantor intends to convey all
its interest in said parcels, referred to herein as the "Property,"
to Grantee.
2. The Property is conveyed subject to the Redevelopment Plan
and pursuant to a certain Disposition and Development Agreement
entered into by and between Grantor and Santa Monica Place Associates,
a general partnership (the predecessor-in-interest of Grantee) as of
September 10, 1975, as implemented by First Implementation Agreement
dated June 22, 1977, by Second Implementation Agreement dated June 15,
1978, and by Third Implementation Agreement dated May 1, 1979, ,herein
\
collectively called "DDA." Reference herein to the "REA" shall mean
that instrument entitled "Construction, Operation and Reciprocal
Easement Agreement" entered into between the Grantee and other
parties dated December 22, 1978, and recorded December 22, 1978 as
Instrument No. 78-1420860, in the Offical Records of the County of
Los Angeles.
3. The Grantee covenants and agrees for itself, its successors,
2.
, . . .
its assigns and every successor in interest that during construc-
tion and thereafter, the Grantee, its successors and assigns shall
~
devote the Property to the uses specified in the Redevelopment Plan,
this Deed, and the DDA for the periods of time specified therein.
The foregoing covenant shall run with the land.
4. Prior to the recordation by the Grantor of a Certificate
of Completion of construction as provided in the DDA, the Grantee
shall not, except as permitted by the DDA, assign or attempt to
assign the DDA or any rights therein, nor sell, transfer, convey,
assign or lease the whole or any part of the Property (or any
portion thereof) or of the improvements to be constructed thereon
without the prior written approval of the Grantor. This prohibi-
tion shall not be applicable to a transfer provided under Section
107 of the DDA, or transfers to ~ny entity or entities owned or
controlled by the Grantee or any of its subsidiaries or to any
parent corporation of the Grantee or entity or entities controlled
by it. This prohibition shall not apply to any of such Property
(or any portion thereof) subsequent to the recordation of the
Certificate of Completion with respect to the construction of the
improvements thereon, nor to a sale of any such Property (or any
portion thereof) at foreclosure (or to a conveyance thereof in
lieu of a foreclosure) pursuant to a foreclosure thereof. This
prohibition shall not be deemed to prevent the granting of ease-
ments or permits to facilitate the development of such Property,
nor to prohibit or restrict the leasing of any part or parts
thereof or of any improvements constructed thereon, with respect
to which a Certificate of Completion has been issued by the Grantor.
3.
. . . .
Nothing in this paragraph prohibits the Grantee from leasing
space for occupancy in the Property, or prohibits the Grantee
from selling, transferring, conveying or leasing a portion or
portions of the Property to an entity of the type which generally
acquires an interest in a retail center for the purposes of
erecting, constructing, maintaining and operating (or causing
to be erected, constructed, maintained and operated), retail
0
department store improvements thereon, provided that any such
transferee will meet the qualifications of a transferee and
comply with all of the conditions of such transfer as set forth
in the DDA.
5. The Grantee covenants by and for itself, and any succes-
sors in interest, that there shall be no discrimination against
or segregation of any person, or group of persons, on account of
sex, race, color, creed, religion, marital status, national origin
or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Property, nor shall the Grantee itself
or any person claiming under or through it establish or permit any
such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees of the
Property. The foregoing covenants shall run with the land.
All deeds, leases or contracts pertaining to the Property
shall contain or be subject to substantially the following
discrimination or nonsegregation clauses:
(a) In deeds: "The Grantee herein covenants by
4.
-~-_.._._--_.
. .
and for itself, its successors and assigns, and all
persons claiming under or through them, that there shall
be no discrimination against or segregation of, any
person or group of persons on account of sex, race,
color, creed, religion, marital status, national origin "
or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure, or enjoyment of the land herein
0 conveyed, nor shall the Grantee itself or any person
claiming under or through it, establish or permit any
such practice or practices of discrimination or segrega-
tion with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants,
sublessees or vendees in the land herein conveyed. The
foregoing covenants shall run with the land."
(b) In leases: "The lessee herein covenants by and for
itself, its successors and assigns, and all persons claiming
under or through them, and this lease is made and accepted upon
and subject to the following conditions:
"That there shall be no discrimination against or
segregation of any person or group of persons on account
of sex, race, color, creed, religion, marital status,
national origin or ancestry, in the leasing, subleasing,
transferring, use or enjoyment of the land herein leased
nor shall the lessee itself or any person claiming under
or through it establish or permit any such practice or
practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy, of
5.
. .
tenants, lessees, sublessees, subtenants or vendees in
the land herein leased."
(c) In contracts: "There shall be no discrimination
against or segregation of, any person, or group of persons
on account of sex, race, color, creed, religion, marital
status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of
0 the land, nor shall the transferee himself or any person
claiming under or through him, establish or permit any
such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees, or
vendees of the land."
6. No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this Grant
Deed shall defeat or render invalid or in any way impair the lien
or charge of any mortgage, deed of trust or other financing or
security instrument permitted by the DDA, or any financing arrange-
ment entered into after the issuance of a Certificate of Completion
for the Property, provided, however, that any successor of Grantee
to the Property shall be bound by such remaining covenants,
conditions, restrictions, limitations and provisions, whether such
successor's title was acquired by foreclosure, deed in lieu of ,
foreclosure, trustee's sale or otherwise.
7. Except as otherwise provided, the covenants in paragraph
3 of this Grant Deed shall remain in effect until the termination
date of the REA. The covenants in paragraph 4 of this Grant Deed
6.
,":, -;-~~~~'~~-.
. .
shall remai~ in effect until the recordation of a Certificate
~ of Completion for the Property. The covenants against discrimi-
nation contained in paragraph 5 of this Grant Deed shall remain
in effect in perpetuity.
8. The covenants contained in paragraphs 3, 4, 5 and 6 of
this Grant Deed shall be binding for the benefit of the Grantor
and its successors and assigns and such covenants shall run in
favor of the Grantor and for the entire period during which such
covenants shall be in force and effect, without regard to whether
the Grantor is or remains an owner of any land or interest therein
to which such covenants relate. The Grantor, in the event of any
breach of any such covenants shall have the right to exercise all
of the rights and remedies, and to maintain any actions at law or
suits in equity or other proper proceedings to enforce the curing
of such breach. The covenants contained in this Grant Deed shall
be for the benefit of and shall be enforceable only by the Grantor
and its successors.
9. In the event of any express conflict between this Grant
Deed and the DDA, the provisions of this Grant Deed shall control;
provided, however, that the provisions of Section 512 of the DDA
relating to right of re-entry and Section 605 of the DDA relating
to enforced delay shall be applicable according to their terms.
10. Any amendments to the Redevelopment Plan which change the
uses or development permitted on the Property as proposed in the
DDA or otherwise change the restrictions or controls that apply
to the Property or otherwise affect the Grantee's obligations or
rights with respect to the Property shall require the written
7.
____..n..__..__._.... _,..__.._______.____.__ --,,_.., ..~- .-.....,...... .""--' ~ -_.~-.
-~...-._~ ,,-.......-.. ,_....
. .
consent of the Grantee.
ll. Grantor agrees that pursuant to Section 323 of the DDA,
Grantee shall be entitled to receive a separate Certificate of
Completion after completion of all construction to be completed
by Grantee upon the Property.
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on their behalf by their respective
0 officers thereunto duly authorized this \I~ day of. JU\.Ae
,
1979.
ATTESTED: THE REDEVELOPMENT AGENCY OF THE
APPROVED: CITY OF SANTA MONICA, LIFORNIA
By -5~~~u~~l ~ By .
Counselor ran or
"Grantor"
The provisions of this Grant Deed are hereby approved and
accepted.
SANTA MONICA PLACE ASSOCIATES,
a California partnership
By: Ernest W. Hahn, Inc. , a
By ~o~'
By:
By
8.
. .
LEGAL DESCRIPTION
.~ Parcel 197-23, 24
Parcell: The northeast 35 feet of the southwest 75 feet of Lots
X and W in Block 197, City of Santa Monica, County of Los Angeles,
State of California, as per map recorded in Book 39 Pages 45 et seg.
of Miscellaneous Records, in the office of the County Recorder of
said County.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located
within the City of Santa Monica Downtown Redevelopment Project as
recorded as Document No. 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
in the Judgment and Final Order of Condemnation recorded January 16,
1979, as Instrument No. 79-67734 of Official Records of Los Angeles
County.
Parcel 2: The southwesterly 40 feet of Lots Wand X, Block 197,
Santa Monica Townsite, in the City of Santa Monica, in the County
of Los Angeles, State of California, as per map recorded in Book 1
Page 80 and as per map recorded in Book 39 Page 45 of Miscellaneous
Records, in the office of the County Recorder of said County.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located
within the City of Santa Monica Downtown Redevelopment Project as
recorded as Document No. 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
in the Judgment and Final Order of Condemnation recorded January 16,
1979, as Instrument No. 79-67734 of Official Records of Los Angeles
County.
Parcel 197-14
Parcell: Lot "P" in Block 197 of City of Santa Monica, as per map
recorded in Book 3 Pages 80 and 81 and in Book 39 Pages 45 to 51
inclusive, both of Miscellaneous Records, in the office of County
Recorder of said County.
Except that portion lying southeasterly of the fOllowing described
lines: beginning at a point on the southwesterly line of said Lot "P"
distant 30.57 feet northwesterly from the most southerly corner of
said lot, thence north 450 52' 05" east to the northeasterly line of
said Lot "P".
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that the
surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located within
the City of Santa Monica Downtown Redevelopment Project as recorded
as Document No. 77-1193683 of Los Angeles County Records, State of
California, and shall not penetrate any part of or portion of said
project area within 500 feet of the surface thereof, as excepted in
the Judgment and Final Order of Condemnation recorded April 11, 1979,
as Instrument No. 79-393620 of Official Records of Los Angeles County.
EXHIBIT A
Page 1
.'
Parcel 2: That portion of the southwesterly half of that certain alley
20 feet wide, vacated, in the City of Santa Monica, County of Los
Angeles, State of California, lying between the northeasterly prolonga-
tion of the northwesterly line of Lot "P" and the northeasterly
prolongation of the southeasterly line of Lot "P" in Block 197 of
Town of Santa Monica, as shown on the map recorded in Book 3 Pages 80
and 81 and in Book 39 Pages 45 to 51 inclusive, both of Miscellaneous
Records in the office of the County Recorder of said County.
Except that portion of said land lying southeasterly of the following
described line: beginning at a point on the southwesterly line of said
Lot "P" distant 30.57 feet, northwesterly from the most southerly corner
of said Lot "P", thence north 450 52' 05ff east to the northeasterly
line of the southwestern half of said 20 foot alley.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
0 the surface opening of any well, hole, shaft or other means of exploring
for, reaching or extracting such substances shall not be located within
the City of Santa Monica Downtown Redevelopment Project as recorded
as Document No. 77-1193683 of Los Angeles County Records, State of
California, and shall not penetrate any part of or portion of said
project area within 500 feet of the surface thereof, as excepted in
the Judgment and Final Order of Condemnation recorded April 11, 1979,
as Instrument No. 79-393620 of Official Records of Los Angeles County.
Parcel 197-7
Parcell: Lot "P" in Block 197 of Santa Monica, in the City of
Santa Monica, in the County of Los Angeles, State of California,
as per map recorded in Book 3 Pages 80 and ~l of Miscellaneous
Records, and in Book 39 Pages 45 et seq., of Miscellaneous Records,
in the office of the County Recorder of said County.
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of
exploring for, reaching or extracting such substances shall not be
located within the City of Santa Monica Downtown Redevelopment Project
as recorded as Document No. 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
by Qua 1 i -T . V . , a partnership, in Deed recorded January 25, 1979, as
Instrument No. 79-1049926 of Official Records of Los Angeles County.
Parcel 2: That portion of the southwesterly half of Third Street
80 feet wide, in the City of Santa Monica, County of Los Angeles,
State of California, lying between the northeasterly prolongation of
the northwesterly line of Lot "F" and the northeasterly prolongation
of the southeasterly line of Lot "F" in Block 197 of Town of Santa
Monica, as shown on the map recorded in Book 3 Pages 80 and 81 and in
Book 39 Page 45 et seq. both of Miscellaneous Records, in the office
of the County Recorder of said County, together with that portion of
the northeasterly half of that certain alley 20 feet wide lying
between the southwesterly prolongation of the northwesterly line of
said Lot "F" and the southwesterly prolongation of the southeasterly
line of said Lot "P".
EXCEPTING thereof all oil, gas and mineral substances, together with
the right to explore for and extract such substances, provided that
the surface opening of any well, hole, shaft or other means of
exploring for, reaching or extracting such substances shall not be
located within the City of Santa Monica Downtown Redevelopment Project
as recorded as Document No. 77-1193683 of Los Angeles County Records,
State of California, and shall not penetrate any part of or portion of
said project area within 500 feet of the surface thereof, as excepted
by Quali-T. V. , a partnership, in Deed recorded January 25, 1979, as
Instrument No. 79-1049926 of Official Records of Los Angeles County.
EXHIBIT A
Page 2
. - e
.
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On ~"y€ /// ~q} q , before me, the undersigned,
a Notary ublic in and for said State, personally appeared
t' H-JII-.C L -E S" K'. I"? (!" ~,L",;~ , known to me to be the
ft JI', t<~f 7/Y'€' cO / ;,. r C' T "'.<. of THE REDEVELOPMENT AGENCY OF
THE CITY OF SANTA MONICA, CALIFORNIA, the corporation that
executed the within instrument, known to me to be the person who
executed the within instrument on behalf of the corporation therein
named, and acknowledged to me that such corporation executed the
. within instrument pursuant to its by-laws or a resolution of its
board of directors.
WITNESS my hand and official seal.
Q OFFICIAL SEAL
.. . JOAN l. JENSEN
. '" : NOTARY PUBLIC' CALIFORNIA
, LOS ANGELES COUNTY
.. My comm. expires JUL 23, 1982
.
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
, before me, the undersigned,
said State, personally appeared
. known to me to be the
0 THE ROUSE DEVELOPMENT COMPANY OF
INC., the corporation that executed the within instru-
ment 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, 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.
" 'W"'I\''1'''''II:nlnlll\!'II\II~l1ll1\1l\l\l1l1'llllUl1lID11\\\~ o(t- ~-e--l 01. ~j'
r-f'.l7'.""JitNN,'t .iNG \
\ ~ -... ''''" . "'"'''~
CD ~. PRINCIPAl OF net I"
~' tOS ANO...es cou~4 1982
. MyComrniSsion EXPlre~,;,,""":''''''M_ll
~UlIlftlI'llI1II~\lIllIlIIftUDllIIl
9.
. -
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
~
, before me, the undersigned,
State, personally appeared
, known to me to be the
of ERNEST W. HAHN, INC., 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, 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.
W~"mIIDi.':II:'ll!ml:'lli!'jiUmIl11l11lIlUilllit:;iUlllll!lmI11Iil:1I111111llll1nnmnmlm!l1Hlfll'Ilm!UIIIItlmlllllQ~ ad . ~ 7.
.. ~. ",,1' , (lHICIAL SEAl. "./ ~ _ . . J . '7
i . -..' DIANNELKING ' ~ - 1,.,1'(
.at),.. NOTAlltY ...OBlle . CALlFORftlA
- . , PRINCIPAL OFFICE. IN
, LOS ANGElES COUNTY
I ~ MycommissionExpiresSePL14.1982
~lIUIIIIIUIIIlUIllIllIRIllllllllllllUllllUll1llllllllU
10.