The URL can be used to link to this page

P-NO NUMBER 18 (2) rHlS CERT1Flel) COPY I~ GMN F1JfE Oil 04ARGt -..---- ;>ll~SUA"r '0 ~,.W '..... ",_y -"ON ~I C~IDI. ....... _IL _, co.._ r:orJ 7,,~ ~~ ".. ., . l"CR OFFICIAL '--- W,IN.S:; A' . , 'O~,' ......fO( W&UllUTY 1'01 I --- VETf~A'" '. :.7- --- !HI ~u;':r"r;;',.1MI04 lMl$ C!RTI'lCAI! IS "f. a "",","' M~~"" "," "'.. 0IlI0lH.... ClH'U ~k> ~. ORO IN MV, .. liOO2 .....''''.0 ~";. ~d~ ftaSaUtr ANt) [0" ,. /9.,. ,. ". ~ . .....- JUOCM !lOr -, "" , ~~'~F ---- ArnST n'..... _<._ .... ".:j. ~ 7~'~ . W1LU.W r:._ ' 'i"'!" e""'~ "00fI '. '......... ., 'W IlP\R"I . .. ... ..,...... c::JJVaT .. TIll IrA1'II_ ~ t .. AND _ 'DllaunY 011.01 AMCILII fl:REE;). ~ 10 11 ... ~ AVI'Sa1'ft fI' ~ .. -= fB 11'11 . .... _mA. ....., U ..u~. tIaIatUt .. 11 -- nil&; ..... . f.1 i . 'f;IGII 14 w. ~ tilt OfFlClA<.~" ~ ~. .. &1.. . UlI~,ClQUN1'Y. r;MJI. 11 16= 211!1t& . 1_ ......-.... U .n. UE..CliIuIIIy....,. ,. 1" A ,. _ I " '" .........u. ~..... ........... ...... :La .. _ ...... ",lalMl "'u. _ ".. _. _. ..<~ ~. 111.'''' a 'SU. ......., .. ,. ~,... ......&&ahftUa eI ~.~I L' ' 10 ftW .....a.a .... .. .waUl 11M JaM .... ..... _._ ,.s.t ..... 11 -. - .... .t ~j bel. II -. ' "-. l'I D 0..__. -.,..___ __"'I. .... 1.1 - .. ~ ~""l" _ .. ft1~ ,~ .-l "'J._" lM ...... III .... .... ., s... 1II1II_. ...... eI ~..... II ....1I..Jtod..... "wi.. ....., t.a ..... nd. lIl~'''''' ...... ~ at _ JIIIINU.. ...... ..... ...:laSat....... .., 1M'.. ..... In, ..... Oft .... ~ .... .....,. .... 1IIraUa. ~ OIl r. 1IIIPt-. _ ... .. ......... SA'" ]f, ..... ... _ ,so .........n7n... ......- .. .... .ea...,. n -'..... .....~ fII,....~. t 32 -------- ,~~ '~" '" . '. ".:, ~~~' "I ' " ". .'..,:...'~Q;.t\i\i\"..,. tr, . " , . " l'ft'foCO ,,-'" .,.~' .__ i' ~ ., ., .' .. . ~, ,-, - ~"",,;...-:a.co.... 0lI ' -' ~ --- ." .JtCO'O'::'~...J.-..'....;.(I''*'lCil~ ... 1 '" ti ,== =...T -~ 1.~~~.:.~ ;~~ ~-.:z . _ '" 41 II .... , '~~Ir_..._'__ ............ "'': '... t.,:;,uml'~i.T!tI:.'IlItTL\lo. .,'. ""~"ClQc....._- ~:;.l ..r. .,..... ,<...~ ~i ,,,,--l"::1I o~ . . ~. .";~'. .... ",.' - ' ' " "', '.n ~', .,.....;~ AiO tYl<\ COCI!r.t IJlWM..LHf ~, ~ -'0' '" :-.-}..~o.\.,., >~.",.~. ,>1. ""'~~.~li"~"'Qfl >, .......r...,~.~~.;...._...,....~,.."._.....~~:-\......#'..~... ":... ,.....'-. '''<1.~","...a<.k",,, . ,~.. . . ! A -I ....... .. - - ... ....... - ... ....... -- - "'~J 8' ...... ()~ I'-/?&'~ . I. .14 t . _ ,: . . . , ,t '. . i , '1 .'~ :, ~- " ..: '1 11 . :1 J :1 : . 18 :J : i ai 'i :1 .. , .~ .., '1 1 _ 'J - , 19 , J ':-I ~ .~ .. ;,. 'i- ~~- 1 ' " .. ~.f .. .. 4>t.~l{4 . ~, c(;(J II '.i. ,.,J " ,-. -"'" ' . ",", . LAW OFFICES OF EARRETT, STEARNS, COLLINS, GLEASON & KINNEY A F!'ROFE:S$IONAI.. 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: 2'3 HARRY ..J. KIM WALTER R. BURKLEY, .JR. 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 HAF'EMAN SERVICES r-.. .'. ;.: r'.-:. .. ',J "'", ! ~j A.M. The Redevelopment Agency of the City 7/8/911011111211121314/:i~. of Santa Monica, California City Hall . 1685 l1ain 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. C!>- 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 Otflee 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 lb 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. . ~ . 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 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 , -2- 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 DDA: (a) Fail to proceed with the construction of the improvements on the Property as required by the DDA 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 DDA; (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 \ . -4- . . 'l'8~1420859 11/21/78 .' , . . . 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 \ .~ . -5- 78-1420859 , . ~ . . . 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. " (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 \ -7- '78-1420859 . , .' . . '- . . ., . ' , 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. 11- 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-- ~ - t/. ~'y UI""".) ./ ~, By 78-1420859 ." " -B- . _, '11/71/78 . .';:. ~ STATE OF CALIFORNIA ) ) SS. 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"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-> .11> ,.' 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,', - ., (,- , known to me to be the i../.' ,I; <., r-, and -;; ,j, /,_, ,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~~~~~~ SU~~NCS\~~~REN , J~~z- <,/<l Z{la~~ ff:o-<( '7.1 I\IG1~m .",..~ o.L1WRNIA . " ."'rt-,-!- ,)~ LOS "",',:, ES CO"NTY Notary Publl.c 'J ,'4;..-.J....\-~ / . -'. - u ~ ~}/ My C,,-,.,,,,,;cr. t>)"es Del. 25. l!llll ~~'-~~..;.-~ ''':';.~~s:;'-:~~~. \ , .....' 78-1420859 -9- " . , " ~ .. . "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 11.31 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 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 -+-- - ..- -- --_..~-- _.- ----.---.------ . \ . 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.QJ!:,-' DRAWING NUMBeR OR DeSCRIPTION AMOUNT ORIGIN,M.S - 2-7 2,.., POSTAGE REMARKS 0 3'3~q7S' ~,~/& TOTAL. II It 3.1'i L.EDGER 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 1150 Union Bank Tower 2~ '\918 AT 8 A.M. Del Arno 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", 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 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 : .. ~ .0 .,. . . , 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 al. 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. 77-1229380. 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 al. 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 fied 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 ~self, 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." - ,- tc) 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 " . , . . 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 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 ... ..,.. ~ ormAL 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 h,.,. '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 ~ orRc~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 ,. .. ":~, ~ . " .' " I. . . 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" :. . . ~:'. ~~::.::~. ' '. - '. I . ~ ' , . . /!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 . .. '. , . . ~>.' .-. ~.~....~~~ "' " . ' , , . " ,- . .,' ';"', .. e 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, transfer:dng, 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. ~--_...__..__._.... -...--..-------.----.-- "",,_... ..~- .-............ .-.,--. ~ -_.~-- -~...-._~ ,,-.......-.. ,_.,,, . . 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 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 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 fallowing 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 ll, 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 lip" 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-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 April ll, 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 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 "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 . - 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" r.. I"? (!" ~.L",;~ , known to me to be the ft JI', t<~.. 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. I. '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.