City of Culver City, California
City Council Agenda Item Report
Meeting Date: 03/27/06 Item Number: A-6
AGENDA ITEM:
Consideration of the Sale of 8511 Warner Drive to Conjunctive Points Warner
Development, LLLP.
Contact Person/Dept.: John Fisanotti Phone Number: (310) 253-5767
Fiscal Impact: Yes [X] No [] General Fund: Yes [X] No []
Public Hearing: [] Action Item: [X] Attachments: [X]
Public Notification:
All property owners and businesses in the Hayden Tract were notified on March 13,
2006. Master Notification List on March 22, 2006.
Department Approval:
Susan Evans (3/16/06)
CAO Approval:
Jerry B. Fulwood (03/23/06)
City Controller Approval:
Marlee Chang (03/22/06)
RECOMMENDATION:
It is recommended that the City Council of the City of Culver City approve the sale of
the real property at 8511 Warner Drive, Culver City, to Conjunctive Points Warner
Development, LLLP, pursuant to the terms and conditions in the Purchase and Sale
Agreement.
BACKGROUND:
The City of Culver City acquired the real property at 8511 Warner Drive in 1957 and
it has been used as a public parking lot ever since. Recently, staff has been
negotiating with Mr. Frederick Smith and his representatives over the terms of a
transaction to sell the parking lot to Conjunctive Points Warner Development, LLLP,
an organization controlled by Mr. Smith. Currently, the parking lot contains 242
spaces and has recently been converted to monthly reserved use. Staff obtained an
appraisal, which determined the fair market value of the property to be $5,500,000.
Mr. Smith obtained his own appraisal, which concluded that fair market value is
$5,457,600, which was in close agreement with staff’s appraisal.
DISCUSSION:
The proposed terms and conditions of the sale are as follows:
o The sale price is $5,457,600.00. Half of that amount, ($2,728,800.00) is to be
paid in cash at close of escrow. The other half would be paid through a Note
secured by a First Deed of Trust, the terms of which are:
o Term: 24 months,
City of Culver City, California
City Council Agenda Item Report
o Interest Rate: 8% per annum, simple interest;
o Payment in a single lump sum of $2,728,000 (principal) and $436,480
(interest-estimated) no later than 24 months after close of escrow;
o The escrow period is seventy-five (75) days;
o Buyer must retain ownership of the property for at least ten years;
o Buyer and seller to execute and record a Public Parking Covenant to ensure
that for the next ten years, regardless of what use the buyer puts the property
to, the buyer is obligated to provide 242 public parking spaces either on the
property or nearby. This provision further provides that the buyer must submit
for approval to Assistant Executive Director of the Culver City Redevelopment
Agency, a Management and Operation Plan for the 242 public parking
spaces.
The property to be conveyed is all of the Warner Parking lot, less the fee underlying
the MTA spur right of way, which is adjacent to the parking lot.
At the Council’s direction, staff has begun looking at other property in the Hayden
Tract which could be acquired to provide still more parking for Hayden Tract
businesses. The results of this research will be scheduled for consideration by the
Culver City Redevelopment Agency at a later date.
FISCAL ANALYSIS:
The City will receive fifty per cent (50%) of the sale price ($2,728,000) to the general
fund at close of escrow. Two years later, the City will receive in the general fund the
same amount, plus 8% simple interest
ATTACHMENTS:
1. Public Notice
2. Purchase and Sale Agreement, with attachments
MOTION:
That the City Council:
1. Approve the sale of the real property at 8511 Warner Drive, pursuant to the
terms and conditions in the Purchase and Sale Agreement by and Among the
City of Culver City and Conjunctive Points Warner Development, LLLP, and
all attached documents, thereto; and City of Culver City, California
City Council Agenda Item Report
2. Authorize the Chief Administrative Officer to execute the Purchase and Sale
Agreement By and Among Conjunctive Points Warner Development, LLLP,
and all necessary related documents to effect the sale.
3. Authorize the Chief Administrative Officer to execute on behalf of the City the
Public Parking Covenants Affecting Real Property, by and among City of
Culver City and Conjunctive Points Warner Development, LLLP.
MEETING DATE 03/27/06
AGENDA ITEM Consideration of the Sale of 8511 Warner Drive to
Conjunctive Points Warner Development, LLLP
ATTACHMENTS|109| Public Notice mailed March 13, 2006
2 Purchase and Sale Agreement By and Among
The City of Culver City And Conjunctive Points
Warner Development, LLLP
Pages |1010|2-109Attachment No 1
ettg lieiL CITY
NOTIFICATION OF AGENDA ITEM
AT A FUTURE
CITY COUNCIL MEETING
On March 27 2006 the Culver City City
Council will discuss the following item
' Consideration of the Sale of 8511
Warner Dnve (i e the Warner
Parking Lot) to Conjunctive Points
Warner Development LLLP
Time 7 00 PM
Location
Culver City City Hall
Mike Balkman Council Chambers
9770 Culver Boulevard
Culver City, CA 90232
For more information
John Fisanotti Project Manager
310 253 5767
City Council/Agency meetings can be
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Visit the Culver City Website at
www culvercity org or send your
questions or comments on this item to
iohn fisanottaculvercity org To view
the meeting on line please visit
http //www culvercitv org/webcast
To add your name to the City s email
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of City issues please call (310) 253
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c notification html
1ATTACHMENT NO 2
PURCHASE AND SALE AGREEMENT
By and Among
The City of Culver City
and
Conjunctive Points Warner Development, LLLPTHIS PURCHASE AGREEMENT FOR REAL PROPERTY (ESCROW INSTRUCTIONS)
("Agreement") is entered into on March 2006 by and between the CITY OF CULVER CITY,
a municipal corporation (hereinafter called "City"), and CONJUNCTIVE POINTS WARNER
DEVELOPMENT, LLLP, a Delaware limited liability limited partnership (hereinafter called
"Buyer") for the purchase by Buyer of certain real property as hereinafter set forth
RECITALS
A City is the owner of real property located at 8511 Warner Drive, Culver City, California
90232 (legally described in Exhibit "A" attached hereto) (the "Property") Property shall not include
City's title and interest in that certain portion of the Property encumbered by the Metropolitan
Transportation Authority easement ("Railroad Easement Area") abutting the Property
B The Property is currently used as surface parking and provides two hundred and forty-two
(242) parking spaces ("Public Parking Spaces") for the occupants businesses, property owners and
customers in the Hayden Tract (the "Public Users ), and the Willows Community School
C City desires to sell and Buyer desires to buy the Property excluding the Railroad Easement
Area
D Sale of the Property will be subject to the covenants running with the Property evidenced by
Public Parking Covenants Affecting Real Property ( 'Public Parking Covenants") to be entered into
by City and Buyer at the Close of Escrow in form and substance consistent with Exhibit "B"
attached hereto and incorporated herein by this reference
E Presently the Property is encumbered by the Warner Drive Parking Lot Lease Agreement
entered into by and among the City and the Willows Community School, dated September 2, 1997
( 'Willows Parking Lease") City will terminate the Willows Parking Lease since it is in the best
public interest for the City to sell the Property to Buyer, subject to the Public Parking Covenants
F Buyer has been informed that the Property is within close proximity to an Alquist-Priolo
Seismic Hazardous Zone and subject to soil engineer testing prior to development
I SUBJECT OF THIS AGREEMENT
A Purpose of this Agreement This Agreement provides for the sale of the Property
The sale of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement,
are in the vital and best interests of the City and the health, safety and welfare of its residents, and in
accord with the public purposes and provisions of applicable federal state and local laws and
requirements
B The Property The Property consists of approximately 75,920 square feet currently
used as a public parking lot with approximately two hundred and forty two (242) public parking
spaces ("Public Parking Spaces"), not including the Railroad Easement Area
Calayden\Warnerlot\PurchaseAgreement
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3C Intentionally Left Blank
D Parties to this Agreement
1 City
City is a municipal corporation The principal office of the City is located at Culver City
Hall, 9770 Culver Blvd , Culver City California 90232-0507
"City" as used in this Agreement, includes City, and any assignee of or successor to the
rights, powers and responsibilities of City|109| Buyer
Buyer is Conjunctive Points Warner Development, LLLP, a Delaware limited liability
limited partnership The general partner of Buyer is Conjunctive Points Warner Development, Inc ,
a California corporation, which is solely owned by Laurie M Smith and Frederick N Smith (the
"General Partner")
The principal offices of Buyer are located at 3528 Hayden Avenue, Culver City, CA 90232
Wherever the term "Buyer" is used herein, such term shall also include any permitted
nominee, assignee or successor-in-interest All rights and obligations pursuant to this Agreement
shall be joint and several liabilities as to Buyer
E Intentionally Left Blank
F Intentionally Left Blank
G Prohibition against Change in Ownership, Management and Control of Buyer Buyer
represents and agrees its acceptance of conveyance of the Property and its other undertakings
pursuant to this Agreement are and will be used for the purpose of redevelopment and/or continued
use of the Property as surface parking and not for speculation in land holding Buyer further
recognizes, in view of
I the importance of the redevelopment and/or continued use of the Property as
surface parking to the general welfare of the community subject to the terms
of this Agreement, and
2 the fact that a substantial change in beneficial ownership or a change in
control of Buyer, or any other act or transaction involving or resulting in a
significant change in beneficial ownership or with respect to the identity of
the parties in control of Buyer or the degrees thereof, is for practical purposes
Calayden\WarnerlotTurchaseAgreement
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4+a transfer or disposition of the Property subject to the terms of this
Agreement
The qualifications and identity of Buyer, and its principals, are of particular concern to the
community and City Buyer further recognizes it is because of such qualifications and identity City
is entering into this Agreement with Buyer No voluntary or involuntary successor in interest of
Buyer shall acquire any rights or powers under this Agreement except as expressly set forth herein
Prior to the Restricted Period (as defined below) Buyer shall not assign all or any part of this
Agreement without the prior written approval of City Except as otherwise permitted in the event
of a permitted assignment, successors in interest will be required to sign an acknowledgement
agreeing to be bound by all the terms and conditions of this Agreement and all documents related to
this Agreement prior to the transfer of the rights and obligations hereunder becoming effective
Nothing herein shall preclude Buyer from obtaining a loan to takeout and otherwise pay the
Purchase Price Balance and all interest and predevelopment costs related thereto The term
"Restricted Period" as used herein shall mean the date which is ten years (10) after the Close of
Escrow
For the reasons cited above, Buyer represents and agrees for itself, and any successor in
interest of itself that without the prior written approval of City, which shall not be unreasonably
delayed or withheld, there shall be no "Significant Change" in the ownership of the Buyer, or with
respect to the identity of the parties in control of the Buyer, by any method or means For purposes
of this Agreement, a "Significant Change" in ownership of the Buyer means (a) a change in
ownership of more than forty-nine percent (49%) or more of the equity interests in the Buyer, or (b)
any change in the ownership of the equity interests in the Buyer no matter how small, if the result
thereof is a change in control of the Buyer Following the Close of Escrow, nothing in this Section
G precludes the transfer of the ownership interests in Buyer and its General Partner to an inter vivos
living trust
Notwithstanding the foregoing, City acknowledges that Buyer may desire to obtain equity
participation to assist in financing its activities under this Agreement The City (by its Chief
Administrative Officer (the "CAO' ), or his designee) hereby agrees to approve the inclusion of such
equity participation in Buyer whether by additional owners in Buyer entity, assignment of this
Agreement to a new entity of which the equity participant is a part, or similar mechanism provided
that the CAO (or his designee) determines that (1) Buyer or an Affiliate retains the controlling
ownership and management position in the changed entity, (2) the changed entity is at least
comparable in all material respects (experience, character and financial capability) to Buyer before
the change, and (3) the change is otherwise consistent with terms and purposes of this Agreement
The documents implementing any such change shall be satisfactory and subject to the prior written
approval of the CAO (or his designee) which shall not be unreasonably delayed or withheld
Buyer shall promptly notify City of any and all changes whatsoever in the identity of the
parties in control of Buyer or the degree thereof, of which it or any of its officers have been notified
or otherwise have knowledge or information Prior to the Close of Escrow this Agreement may be
Calayden\WanierlotTurchaseAgreement
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4 of 28terminated by City if there is any significant change (voluntary or involuntary) in membership or
control of Buyer (other than such changes occasioned by the death or incapacity of any individual)
The restrictions of this Subsection G shall terminate upon the expiration of the Restricted
Period or the death of either Frederick N Smith or Laurie M Smith
The prohibition against transfer set forth in this subsection G of Section I shall be secured by
the Restrictions Deed of Trust In the event Buyer obtains a Construction Loan, City will
subordinate its rights under the Restrictions Deed of Trust to the Lender s deed of Trust for the
Construction Loan, provided the Promissory Note has been paid off and the proceeds of the
Construction Loan are used for the development of the Property In the event Buyer obtains the
Permanent Loan, City shall subordinate its rights under the Restrictions Deed of Trust to the
Lender's deed of trust for the Permanent Loan In the event of a Take Out Loan as permitted by
Subsection G of Section V, Cit shall subordinate its rights under the Restrictions Deed of Trust to
the Lender's deed of Trust to the Take Out Loan
II AGREEMENT TO SELL AND PURCHASE
In accordance with, subject to and conditioned on all terms, covenants, and conditions of
this Agreement, City agrees to sell the Property to the Buyer and the Buyer agrees to acquire the
Property from City for the consideration set forth herein, subject to the Public Parking Covenants
A Purchase Price Buyer's purchase price for the Property shall be FIVE MILLION
FOUR HUNDRED FIFTY SEVEN THOUSAND SIX HUNDRED DOLLARS ($5,457,600 00) (the
"Purchase Price) The Buyer shall pay the Purchase Price to the City at the time and in the manner
and form set forth herein
Payment of the Purchase Price|109| Payment of Cash Portion of Purchase Price
Buyer shall pay fifty percent (50%) of the Purchase Price which shall amount to
TWO MILLION SEVEN HUNDRED TWENTY-EIGHT THOUSAND EIGHT HUNDRED
DOLLARS ($2 728,800 00) in cash at the Close of Escrow (the "Cash Portion of Purchase Price")|109| Payment of Balance of Purchase Price
Payment of the remaining fifty (50%) percent of the Purchase Price ($2 728,800 00) shall be
made at the Close of Escrow in the form of a Promissory Note in favor of the City in the amount of
TWO MILLION SEVEN HUNDRED TWENTY EIGHT THOUSAND AND EIGHT HUNDRED
DOLLARS ($2,728,800 00), payable by Buyer twenty-four (24) months after the Close of Escrow
(the "Purchase Price Balance") Unpaid principal under the Promissory Note shall accrue simple
interest at the rate of eight percent (8%) per annum The Promissory Note shall conform in form and
substance to the form attached hereto as Exhibit "C" which is incorporated herein by this reference
Cc\Hayden\WamerlotTurchaseAgreement
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5 of 28The Promissory Note evidencing Buyer s obligation to pay the Purchase Price Balance shall be
secured by a First Deed of Trust on the Property executed by Buyer for the benefit of the City
conforming in form and substance to the form attached hereto as Exhibit "D" which is incorporated
herein by this reference The Promissory Note shall be executed by Buyer and delivered to City at
the Close of Escrow, the First Deed of Trust shall be recorded against the Property concurrently with
the Close of Escrow
III CONVEYANCE ESCROW
A Transfer of Property In accordance with and subject to all the terms, covenants and
conditions of this Agreement, City agrees to convey Property to Buyer, and Buyer agrees to accept
Property from City subject to the Public Parking Covenants
B Escrow City agrees to open an escrow in accordance with this Agreement at United
Title Company Attention Diane Greer (the "Escrow Agent") This Agreement constitutes the joint
escrow instructions of City and Buyer with respect to the sale of the Property, and a duplicate
original of this Agreement shall be delivered to the Escrow Agent upon the opening of escrow
City and Buyer shall provide such additional escrow instructions as shall be necessary and
consistent with this Agreement The Escrow Agents is hereby empowered to act under such
instructions, and upon indicating its acceptance thereof in writing, delivered to City and Buyer
within five (5) days after the opening of the escrow shall carry out the duties as Escrow Agent
hereunder
Upon delivery to the Escrow Agent by City of the Property referred to herein in Subsection
E of this Section, the Escrow Agent shall record the Grant Deed in accordance with these escrow
instructions, provided, that the title to the Property can be vested in Buyer in accordance with the
terms and provisions of this Agreement Buyer agrees to deposit the Cash Portion of the Purchase
Price, the Promissory Note, the First Deed of Trust, Restrictions Deed of Trust conforming in form
and substance with Exhibit "F" attached hereto and incorporated herein by this reference executed
Public Parking Covenants and all closing costs upon demand of Escrow Agent, no later than
seventy-five (75) days after the execution of this Agreement Buyer and City agree to deposit with
Escrow Agent any additional instruments as may be necessary to complete this transaction The
Escrow Agent shall buy, affix and cancel any transfer stamps required by applicable law and pay
any transfer tax required by law Any insurance policies governing the Property are not to be
transferred and City will cancel any policies at Close of Escrow
All funds received in this escrow shall be deposited with other escrow funds in an interest
bearing escrow account All disbursements shall be made by check from such account
Buyer shall be responsible for payment of all property taxes, commencing as of the Close of
Escrow
Cc\Hayden\Wamerlot\PurchaseAgreement
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6 of 28Buyer shall pay in escrow to the Escrow Agent, the following fees charges and costs
promptly after the Escrow Agent has notified Buyer of the amount of such fees charges and costs, at
least one (1) business day before the Close of Escrow, and not earlier than ten (10) days prior to the
schedule date for the Close of Escrow for the Property
1 All escrow fees and
2 The cost of the title insurance policy issued to Buyer in the full amount designated by
Buyer pursuant to Subsection (I) below, and
3 Intentionally Left Blank
4 Cost of drawing the Grant Deed, and
5 Recording fees, and
6 Notary fees, and
7 Any state, county, city or other documentary stamps and transfer taxes
Provided all conditions precedent are met, City shall timely and properly execute
acknowledge and deliver the Grant Deed, conforming in form and substance to Exhibit 'E",
conveying title to the Property to Buyer in accordance with the requirements of Subsection (F) of
this Section, together with an estoppel certificate certifying that Buyer has completed all acts
necessary to entitle Buyer to such conveyance if such be the fact
The Escrow agent is authorized to
1 Pay, and charge Buyer, for any fees, charges and costs payable under this
Subsection (B) of this Agreement Before such payments are made, the
Escrow Agent shall notify Buyer of the fees charges and costs necessary to
clear title and close the escrow
2 Disburse funds and deliver the Grant Deed, and other documents to the
parties entitled thereto when the conditions of this escrow have been fulfilled
by City and Buyer
3 Record any instruments delivered through this escrow if necessary or proper
to vest title in Buyer in accordance with the terms and provisions of the
escrow instructions portion of this Agreement
All funds received in this escrow shall be deposited by the Escrow Agent with other escrow
funds of the Escrow Agent in a general escrow account or accounts with any state or national bank
Cc\Hayden\WamerlotTurchaseAgreement
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Fdoing business in the State of California Such funds may be transferred to any other such general
escrow account or accounts
TIME IS OF THE ESSENCE AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE
BUT NO LATER THAN SEVENTY-FIVE (75) DAYS AFTER THE EXECUTION OF THIS
AGREEMENT ("Close of Escrow") Buyer shall have sixty (60) days from the date of this
Agreement for due diligence (the "Due Diligence Period") At completion of the Due Diligence
Period Buyer shall have fifteen (15) days to send the City notice to terminate this Agreement if
Buyer reasonably determines development of the Property is economically infeasible as a result of
the presence of hazardous materials or other soil or ground conditions If the City does not receive
notice from the Buyer during the aforementioned fifteen (15) day period, Escrow shall close on the
seventy-fifth (75) day after the execution of this Agreement If this escrow is not in condition to
close on or before seventy- five (75) days after the execution of this Agreement, either party who
then shall have fully performed the acts to be performed before the Close of Escrow may, in writing,
demand the return of its money, papers or documents No demand for return shall be recognized
until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other
party at the address of its principal place of business Objections, if any shall be raised by written
notice to the Escrow Agent and to the other party within the ten-day (10-day) period If any
objections are raised within the ten-day (10 day) period, the Escrow Agent is authorized to hold the
money, paper and documents until instructed by mutual agreement of the parties or upon failure
thereof by a court of competent jurisdiction If no such demands are made the escrow shall be
closed as soon as possible
If objections are raised as above provided for, the Escrow Agent shall not be obligated to
return any such money papers or documents except upon the written instructions of both City and
Buyer, or until the party entitled thereto has been determined by a final decision of a court of
competent jurisdiction If no such objections are made within said ten-day (10-day) period, the
Escrow Agent shall immediately return the demanded money, papers or documents to the party
depositing the same
Any amendments to these escrow instructions shall be in writing and signed by both City and
Buyer At the time of any amendment, the Escrow Agent shall agree to carry out its duties as
Escrow Agent under such amendment
The liability of the Escrow Agent under this Agreement is limited to performance of the
obligations imposed upon it under this Agreement
All communications from the Escrow Agent to City or Buyer shall be directed as follows
Cc\Hayden\WanierlotTurchaseAgreement
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gTo the City
City of Culver City
Susan Evans, Community Development Director
P0 Box 507
Culver City, California 90232
Copy to Murray 0 Kane, Esq
To the Buyer
Conjunctive Points Warner Development, LLLP
Attn Frederick N Smith
3528 Hayden Avenue
Culver City, CA 90232
Copy to Edward W Wachtel, Esq
Goodson Wachtel and Petrulis a Professional Corporation
10940 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90024
The term "Close of Escrow," if any, where written in these instructions, shall mean the date
necessary instruments of conveyance are recorded in the office of the Los Angeles County Recorder
Recordation of instruments delivered through this escrow is authorized if necessary or proper in the
issuance of said policy of title insurance
All time limits within which any matter herein specified is to be performed may be extended
by mutual written agreement of the parties hereto Any amendment of or supplement to, any
instructions must be in writing
C Closing Statement City hereby authorizes and instructs Escrow Agent to
release a copy of City's closing statement to Buyer, for the purpose of being able to ascertain
whether any reimbursements are due City
D Conveyance of Title and Delivery of Possession If satisfactory completion of
all actions, which must be completed prior to conveyance as described in this Agreement has
occurred, conveyance to and acceptance by Buyer of title and possession to Property in accordance
with the provisions of Subsection (F) below, shall be completed within seventy-five (75) days
following approval and execution of this Agreement by City, or such later date as is first mutually
agreed to in writing by City and Buyer and communicated in writing to the Escrow Agent City and
Buyer agree to perform all acts necessary for recordation of the Grant Deed for Property in sufficient
time for escrow to be closed in accordance with the foregoing provisions
Calayden\Warnerlot\PurchaseAgreement
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/0The following are conditions precedent to City s obligation to convey the Property City, at
its option, may terminate this Agreement if any condition or obligation of Buyer, set forth below is
not satisfied by Buyer or waived in writing by City within the times required by this Agreement
1 Buyer's deposit of the Cash Portion of the Purchase Price in escrow in the
amount of Two Million Seven Hundred Twenty Eight Thousand and Eight
Hundred Dollars ($2,728,800 00),|109| Buyer's execution of the Public Parking Covenants in recordable form,|109| Buyer's execution of the Promissory Note evidencing the Purchase Price
Balance,
4 Buyer's execution of the First Deed of Trust in recordable form securing the
Promissory Note,
5 Buyer's execution of the Restrictions Deed of Trust in recordable form securing
the Restrictions set forth in Subsections C and G of Section V, and
6 Buyer's full compliance with all of the provisions of this Agreement limited to
those conditions which are required or capable of being performed prior to the
Close of Escrow
Form of Grant Deed City shall convey to Buyer title to the Property, in the
condition of title provided in Subsection (F) below, by a grant deed (the "Grant Deed") conforming
in form and substance to the form attached hereto and incorporated herein as Exhibit "E"
Condition of Title City shall convey to Buyer fee simple title to Property free
and clear of all recorded liens encumbrances, assessments easements, leases and taxes, subject to
(a) the Public Parking Covenants, (b) those as set forth in this Agreement and included in the Grant
Deed, (c) those exceptions identified in United Title Preliminary Report dated February 3, 2006,
Order No 20600119-9, (d) the City's underlying fee interest in the Railroad Easement Area, (e) the
Railroad Easement and (f) those which are otherwise consistent with this Agreement Title to the
Property shall be subject to the exclusion therefrom (to the extent now or hereafter validly excepted
and reserved by the parties named in deeds, leases and other documents of record) of all oil gas
hydrocarbon substances and minerals of every kind and character lying more than five hundred
(500) feet below the surface, together with the right to drill into, through, and to use and occupy all
parts of Property lying more than five hundred (500) feet below the surface thereof for any and all
purposes incidental to the exploration for and production of oil, gas hydrocarbon substances or
minerals from the Property, to the extent not owned by City, but without, however any right to enter
upon, use or disturb either the surface of the Property or any portion thereof within five hundred
(500) feet of the surface for any purpose or purposes whatsoever
Cc\Hayden\WarnerlotTurchaseAgreement
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//All references to conveyance of title in this Agreement shall also mean delivery of
possession as referred to in this Subsection as the context may require
G Time for and Place of Delivery of the Grant Deed Subject to any mutually
agreed upon extension of time, City shall deposit the Grant Deed for the Property with the Escrow
Agent within seventy-five (75) days of the execution of this Agreement by City in accordance with
Section III
H Recordation of the Grant Deed The Escrow Agent shall deliver to Buyer a
title insurance policy insuring title in conformity with Subsection (I) below and file the Grant Deed
for recordation among the land records in the Office of the County Recorder for Los Angeles
County
I Title Insurance Concurrent with the recordation of the Grant Deed, United
Title Company or another title insurance company satisfactory to both City and Buyer ("Title Co ' )
shall provide and deliver to Buyer an ALTA title insurance policy issued by the Title Co insuring
that title to the Property is vested in Buyer in the condition required by this Agreement The Title
Co shall provide City with a copy of the title insurance policy The title insurance policy shall be
in the amount of the Purchase Price
Concurrent with the issuance of the title policy for the Property, the Title Co shall if
requested by Buyer, provide Buyer with an endorsement to insure the amount of Buyer's estimated
construction costs of the improvements to be constructed on the Property and such other
endorsements as Buyer may reasonably request
Buyer shall pay for all premiums, including those for any extended coverage or special
endorsements
J Taxes and Assessments Ad valorem taxes and assessments levied, assessed
or imposed on the Property including fee title and any interest under the Public Parking Covenants
and taxes upon this Agreement or any rights thereunder levied, assessed or imposed for any period
commencing after conveyance of tale to the Property to Buyer, shall be borne by Buyer All ad
valorem taxes and assessments levied assessed or imposed for any period prior to conveyance of
title to the Property shall be paid by City
K Occupants of Property City agrees title to the Property shall be conveyed
free of any possession or right of possession, subject to the terms and provisions of the Public
Parking Covenants Within thirty (30) days of execution of this Agreement, the City shall provide
Buyer with a list reflecting the names addresses and terms of each rental agreement of all Public
Users currently using the Public Parking Spaces and those on any waiting list At the Close of
Escrow, the City shall update such lists
L Intentionally Left Blank
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/ P.M Condition of the Property, Hazardous Substance Disclosure, Release and
Indemnity Buyer has been informed that the Property is within close proximity to an Alquist Priolo
Seismic Hazardous Zone and may be subject to liquefaction in the event of an earthquake Due to
the Property's location, soil engineer testing may be required as a prerequisite to acquisition of the
Property, provided, however this section shall not extend the Due Diligence Period and shall not
limit any obligations of Buyer pursuant to this Subsection M pertaining to the delivery of the
Property in an "as is" condition with no express or implied warranty
Buyer, at its own expense and in consultation with City, has employed or will employ a
qualified soil engineer, geologist and environmental consultant for the purpose of investigating and
determining the soil and water condition of the Property hazardous materials in any existing
structure on the Property and the suitability of the Property, for economically feasible development
thereon by Buyer in accordance with this Agreement A copy of the written report of the soils
engineer, geologist and environmental consultant shall be furnished to City
The Property shall be delivered from City to Buyer in an "as is" condition, with no warranty,
express or implied by City as to the condition of the soil and water, its geology or the presence of
hazardous material, known or unknown faults or any structures on or in the Property
Buyer shall be solely responsible for all necessary testing of the Property for hazardous
materials pursuant to all applicable laws, statutes, rules and regulations Buyer shall also be
responsible for site conditions, including, but not limited to, flood zones, Alquist-Priolo Seismic
Hazardous Zones, and similar matters For purposes of this Agreement "hazardous materials" shall
mean asbestos, polychlorinated biphenyls (whether or not highly chlorinated), radon gas, radioactive
materials, explosives, chemicals known to cause cancer or reproductive toxicity hazardous waste
toxic substances or related materials, petroleum and petroleum product, including, but not limited to
gasoline and diesel fuel, those substances defined as a "Hazardous Substance", as defined by Section
9601 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980,42
U S C 9601, et seq , or as 'Hazardous Waste' as defined by Section 6903 of the Resource
Conservation and Recovery Act, 42 U S C 6901, et seq , an "Extremely Hazardous Waste" a
"Hazardous Waste" or a "Restricted Hazardous Waste," as defined by The Hazardous Waste Control
Law under Section 25115, 25117 or 25122 7 of the California Health and Safety Code or is listed or
identified pursuant to Section 25140 of the California Health and Safety Code, a "Hazardous
Material ', "Hazardous Substance,' Hazardous Waste or Toxic Air Contaminant as defined by
the California Hazardous Substance Account Act, laws pertaining to the underground storage of
hazardous substances, hazardous materials release response plans, or the California Clean Air Act
under Sections 25316, 25281 25501, 25501 1 or 39655 of the California Health and Safety Code
"Oil 'or a Hazardous Substance' listed or identified pursuant to 311 of the Federal Water Pollution
Control Act 33 U S C 1321 a "Hazardous Waste' "Extremely Hazardous Waste or an "Acutely
Hazardous Waste" listed or defined pursuant to Chapter 11 of Title 22 of the California Code of
Regulations Sections 66261 1 66261 126 chemicals listed by the State of California under
Proposition 65 Safe Drinking Water and Toxic Enforcement Act of 1986 as a chemical known by the
State to cause cancer or reproductive toxicity pursuant to Section 25249 8 of the California Health
and Safety Code, a material which due to its characteristics or interaction with one or more other
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/3substances, chemical compounds, or mixtures materially damages or threatens to materially
damage, health safety, or the environment, or is required by any law or public agency to be
remediated, including remediation which such law or government agency requires in order for the
property to be put to the purpose proposed by this Agreement, any material whose presence would
require remediation pursuant to the guidelines set forth in the State of California Leaking
Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a
leaking underground fuel tank, pesticides regulated under the Federal Insecticide, Fungicide and
Rodenticide Act, 7 U S C 136 et seq , asbestos, PCBs and other substances regulated under the
Toxic Substances Control Act, 15 U S C 2601 et seq , any radioactive material including, without
limitation, any "source material," "special nuclear material,' "by-product material," "low level
wastes ""high-level radioactive waste," "spent nuclear fuel" or 'transuranic waste" and any other
radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy
Act, 42 U S C 2011 et seq , the Nuclear Waste Policy Act, 42 U S C 10101 et seq , or pursuant to
the California Radiation Control Law, California Health and Safety Code, Sections 25800 et seq ,
hazardous substances regulated under the Occupational Safety and Health Act 29 U S C 651 et
seq , or the California Occupational Safety and Health Act California Labor Code, Sections 6300 et
seq , and/or regulated under the Clean Air Act, 42 U S C 7401 et seq or pursuant to The California
Clean Air Act, Sections 3900 et seq of the California Health and Safety Code Any studies and
reports generated by Buyer's testing for hazardous materials shall be made available to City upon
City s request
If the soil, water or material conditions of the Property, or any part thereof including without
limitation hazardous materials, are not in all respects entirely suitable for the use or uses to which
the Property will be put, then it is the sole responsibility and obligation of Buyer to take such action
as may be necessary to place the Property and the soil, water and material conditions thereof in all
respects in a condition entirely suitable for the Development Project
N Preliminary Work By Buyer Upon the execution of this Agreement and prior to the
conveyance of title to the Property to Buyer, representatives of Buyer shall have the right of access
to and entry upon the Property, at all reasonable times for the purpose of obtaining data and making
surveys and tests necessary to carry out this Agreement Buyer agrees to and shall defend,
indemnify and hold harmless the City and its officers, employees contractors and agents' from and
against all claims liability loss damage costs or expenses (including reasonable attorneys' fees and
court costs) arising from or as a result of the death of any person or any accident injury, loss or
damage whatsoever caused to any person or the property of any person which shall occur on or
adjacent to the Property, or in connection with the activities of Buyer, its officers, employees
contractors or agents, performed and conducted on the Property pursuant to this Subsection N and
which shall be directly or indirectly caused by the acts errors or omissions of Buyer or its officers
employees, contractors or agents
During any period when Buyer is engaged in preliminary work on the Property pursuant to
this Subsection N, Buyer shall furnish, or cause to be furnished to City duplicate originals or
appropriate certificates of bodily injury and property damage insurance policies as provided in
Section X
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13 of 28IV APPROVAL OF THIS AGREEMENT
A Agreement Subject to City's Discretion This Agreement represents Buyer's proposal
and is expressly subject to and contingent upon City's approval and written acceptance Deposit into
escrow of a fully executed copy of this Agreement constitutes approval and acceptance by City
Buyer acknowledges, understands, and agrees no effective agreement of any kind will arise from
Buyer's execution and presentation of this Agreement to City unless and until City approves and
accepts this Agreement in writing, in the sole discretion of City and after conducting such procedures
as may be required by law for the sale of the Property
B Good Faith Deposit Buyer herewith delivers to City a good faith deposit (the "Good
Faith Deposit") in the amount of ONE HUNDRED THOUSAND DOLLARS ($100 000 00) in the
form of a certified or cashier's check payable to City, which deposit shall be utilized as follows
At such time as City formally decides whether to accept or reject this Agreement, the
following shall apply|109| If this Agreement is rejected by City, the Good Faith Deposit shall be returned to
Buyer|109| If this Agreement is accepted by City, then the Good Faith Deposit shall be deposited
in Escrow upon opening of Escrow and
i Retained by City as its property without deduction or offset of any
kind in the event this Escrow does not timely Close for any reason other than the material
default of City hereunder, or
ii Applied as part payment of the Purchase Price for the Property at Close of
Escrow with an appropriate credit to Buyer, and paid to City at Close of Escrow as a portion
of the Purchase Price
3 If after completion of Buyer's Due Diligence Period, the environmental geologic and
seismic conditions of the Property are shown to render development of the Property economically
infeasible, Buyer shall have the right, upon fifteen (15) days notice to City to terminate this
Agreement and the Good Faith Deposit shall be returned to Buyer If Buyer does not provide City
with notice, Escrow will close on the seventy-fifth (75) day after the execution of this Agreement
V RESPONSIBILITIES OF CITY AND BUYER
A Responsibilities of City City shall not place, or allow to be placed, on the
Property, any mortgage trust deed, encumbrance or lien City shall within thirty (30) days of the
creation thereof, remove, or shall have removed, any lien or attachment made on or against the
Property (or any portion thereof) created by the work or improvements of City Nothing herein
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I 5-contained shall be deemed to prohibit City from contesting the validity or amount of any claim which
resulted in a hen nor to limit the remedies available to City in respect thereto provided such lien is
first discharged or bonded around
B Taxes, Assessments, Encumbrances and Liens Buyer shall pay when due all
real estate taxes and assessments assessed and levied on or against the Property and each portion
thereof following the conveyance of title to Buyer Buyer shall not place, or allow to be placed, on
the Property, or any portion thereof, any mortgage, trust deed, encumbrance or hen not authorized by
this Agreement Buyer shall remove, or shall have removed any levy or attachment made on the
Property, or any portion thereof, except those created by work of City, or shall assure the satisfaction
thereof within a reasonable time but in any event prior to a sale thereunder Nothing herein contained
shall be deemed to prohibit Buyer from contesting the validity or amount of any encumbrance or lien,
nor to limit the remedies available to Buyer in respect thereto The covenants of Buyer set forth in
this Subsection B relating to the placement of any unauthorized mortgage, trust deed, encumbrance,
or lien shall remain in effect only until the expiration of the Restricted Period, or the portion thereof,
upon which any unauthorized mortgage, trust deed, encumbrance or lien might be placed
Notwithstanding any of the foregoing, until November 24, 2025, Buyer agrees to make no appeal or
challenge of an assessment of the fair market value of the property for property tax purposes, except
for (1) a decrease in value challenge or challenge to an initial assessment of a newly completed or
rehabilitated building, to the extent the value challenged is in excess of increases otherwise permitted
by law or the initial assessment is in excess of the actual costs of construction and land, and (2) in the
event the appeal arises from adverse economic conditions
C Prohibition Against Transfer Prior to the expiration of the Restricted Period,
Buyer shall not assign or attempt to assign this Agreement or any right herein with respect to the
Property, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any
part of the Property or the improvements thereon, without prior written approval of City (which will
not be unreasonably delayed or withheld) Such approval shall only be given by City if such sale,
transfer, conveyance or assignment is reasonably deemed by City to be in the best interests of City
and Buyer to carry out the purposes of the Culver City Redevelopment Plan and this Agreement and
if the proposed purchaser, transferee, conveyee or assignee has in the reasonable opinion of City, the
financial capability and overall competence to develop and operate the sold transferred conveyed or
assigned obligations and Property Approval by City of any sale transfer conveyance or assignment
shall be conditioned upon such purchaser, transferee conveyee or assignee agreeing in writing to
assume the rights and obligations thereby sold, transferred conveyed or assigned and to keep and
perform all covenants, conditions and provisions of this Agreement which are applicable to the rights
acquired
The prohibitions contained in this Subsection C of this Section V shall not apply to an
encumbrance permitted by Subsection G of Section V The prohibition against transfer contained
herein above shall not apply to the Property or any portion thereof subsequent to the expiration of
the Restricted Period This prohibition shall not be deemed to prevent the granting of easements or
permits to facilitate the development of the Property, tenant leases for occupancy, nor shall it
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/6prohibit granting any security interests expressly described in this Agreement for financing the
acquisition and development of the Property or portion thereof
In the event Buyer does assign this Agreement or any of the rights herein, or does sell
transfer convey or assign the Property, or portion thereof or the buildings or structures thereon prior
to the expiration of the Restricted Period without the City's approval, City shall be entitled to the
amount of the consideration payable for such unapproved sale, transfer conveyance or assignment,
plus the reasonable transaction costs of such sale, transfer, conveyance or assignment to the extent
such consideration exceeds the Purchase Price plus predevelopment and acquisition costs and the
cost of improvements and development theretofore made to the Property or portion thereof
including carrying charges and costs related thereto Such excess consideration payable for any such
unapproved sale, transfer, conveyance or assignment shall belong and be paid to City and until so
paid City shall have a lien on the Property, or portion thereof, for such amount Any such lien shall
be subordinate and subject to mortgages, deeds of trust or other security instruments executed for
the sole purpose of obtaining funds to purchase and develop the Property, or portion thereof, as
authorized herein
In the absence of specific written agreement by City, no such sale, transfer conveyance or
assignment of this Agreement or the Property, or any portion thereof, or approval by City of any
such sale, transfer, conveyance or assignment, prior to the expiration of the Restricted Period shall
be deemed to relieve Buyer or any other party from any obligations under this Agreement On any
such sale transfer conveyance or assignment subsequent to the expiration of the Restricted Period
Buyer shall be released from all obligations and liability under this Agreement and the Grant Deed
Notwithstanding anything to the contrary contained in the Grant Deed, in this Subsection
(C) or elsewhere in this Agreement, Buyer shall have the right upon written notice to City at least
fifteen (15) days before the consummation of any such transaction (but without any requirement for
prior consent) to assign its rights under this Agreement and to convey the Property, and the
improvements located thereon to an Affiliated Entity (as defined below), provided, that the assignee
assumes in writing and without qualification all of the obligations and liabilities of Buyer under this
Agreement and any related instruments For purposes hereof, an "Affiliated Entity" will be any
entity which is (i) wholly-owned by Buyer (or its constituent members) and the general partner of
Buyer remains the same (n) results from Buyer going public, or reorganizing, or merging with
another entity, provided, however an entity will not constitute an Affiliated Entity unless Laurie M
Smith and Frederick N Smith or their heirs have primary control (51%) over the day to day
operations of such entity, or (in) a limited liability company or limited partnership provided, that
Laurie M Smith and Frederick N Smith or their testamentary representatives retain not less than
fifty-one percent (51%) ownership interest in said entity and in all events the controlling voting
interest of all actions taken by that entity
The prohibitions against transfer set forth in this Subsection C of Section V shall be secured
by the Restrictions Deed of Trust In the event Buyer obtains a Construction Loan City will
subordinate its rights under the Restrictions Deed of Trust to the Lender s deed of trust for the
Construction Loan, provided the Promissory Note has been paid off and the proceeds of the
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16 of 28Construction Loan are used for the development of the Property In the event Buyer obtains a
Permanent Loan City shall subordinate its rights under the Restrictions Deed of Trust to the
Lender s deed of trust for the Permanent Loan In the event of a Take Out Loan as permitted by
Subsection G of this Section V City shall subordinate its rights under the Restrictions Deed of Trust
to the Lender s deed of trust for the Take Out Loan
D Holder Not Obligated to Construct Improvements The holder of any mortgage,
deed of trust or other security interest authorized by this Agreement shall in no way be obligated by
the provisions of this Agreement to construct or complete the improvements or to guarantee such
construction or completion nor shall any covenants or any other provision in the Grant Deed for the
Property be so construed as to so obligate such holder In the event the holder of any mortgage, deed
of trust or other security interest authorized by this Agreement elects to construct or complete the
improvements or to guarantee such construction or completion, nothing in this Agreement shall be
deemed or construed to permit, or authorize any such holder to devote the Property to any uses, or to
construct any improvements thereon, other than those uses or improvements provided for or
authorized by this Agreement
E Intentionally Left Blank
F Intentionally Left Blank
G No Encumbrances except Mortgages, Deeds of Trust, or Other Conveyance
for Financing the Payment of Purchase Price Balance
1 Until the expiration of the Restricted Period mortgages, deeds of trust, or any other
form of conveyance required for any reasonable method of financing are permitted, but only for the
purpose of securing loans of funds to be used only for financing the acquisition of the Property, and
the construction thereon of improvements, and any other expenditures necessary and appropriate to
develop the Property in accordance with this Agreement, including without limitation the project
costs The Buyer shall not enter into any mortgage or deed of trust without the prior written consent
of the City, which the City shall not unreasonably withhold or delay if the Buyer submits evidence
satisfactory to the City demonstrating (1) that the mortgage, deed of trust or other security
instrument is consistent with the provisions of this Agreement provides an adequate amount of
funds for the acquisition and development of the Property and will close concurrently with the Close
of Escrow under this Agreement and (2) the mortgage, deed of trust or other security instrument
expressly acknowledges that the rights of any holder or person acquiring title through or following
foreclosure are subordinate and subject to the provisions of the Grant Deed and the Public Parking
Covenants The City s consent shall not be required if Buyer enters into a mortgage or deed trust
loan made solely for the purpose of paying off the Purchase Price Balance and all interest and
predevelopment costs related thereto ("Take Out Loan"), provided, however the City shall have the
right to review and reasonably approve the amount of the Take Out Loan and the purposes for which
the funds are requested to satisfy the City that the Loan amounts will be used for the payment of
principal, interest and related predevelopment costs The words "mortgage and 'deed of trust" as
used herein include all other modes of financing real estate acquisition construction, and land
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It'development In order to satisfy the requirements of this Section V G 1 , Buyer may submit draft
loan documents for the City to review so long as the City reserves the right to approve the final loan
documents
2 The Buyer shall not place or allow to be placed on the Property or any part thereof or
the improvements thereon, any mortgage, deed of trust encumbrance or lien other than as expressly
authorized by this Section The Buyer shall remove or cause to be removed any levy or attachment
made on the Property or any part thereof or assure the satisfaction thereof within a reasonable time
but in any event prior to a sale thereunder|109| The Buyer shall notify the City in advance of any mortgage, deed of trust or sale and
lease-back financing, if the Buyer proposes to enter into the same
4 The prohibitions against encumbrances set forth in this Subsection G of this Section
V shall be secured by the Restrictions Deed of Trust In the event Buyer obtains a construction
loan, City will subordinate its rights under the Restrictions Deed of Trust to the Lender's deed of
trust for the construction loan, provided the Promissory Note has been paid off and the proceeds of
the construction loan are used for the development of the Property In the event Buyer obtains
permanent financing, City shall subordinate its rights under the Restrictions Deed of Trust to the
Lender s deed of trust for the permanent financing In the event of a Take Out Loan as contemplated
in this Subsection G of this Section V, City shall subordinate its rights under the Restrictions Deed
of Trust to the Lender's deed of trust for the Take Out Loan
VI Intentionally Left Blank
VII NO EFFECT ON DUTIES TO CLOSE DUE TO CHANGES PRIOR
TO CLOSING
Except as otherwise provided in this Agreement, any change in circumstances
following full execution of this Agreement and the Closing of any kind or nature whatsoever
including, but not limited to, any increase or decrease in the value of the Property, the death of any
party the marital status of any party the discovery of any new or unknown facts (except as noted in
this Agreement) changes in statutory or case law, any allegation of mistake of fact and/or any
allegation of mistake of law does not and shall not affect the duties of the parties herein to Close the
transactions set forth in this Agreement and does not and shall not affect the enforceability of this
Agreement
VIII DEFAULTS AND REMEDIES
A Defaults — General Subject to the extensions of time set forth herein failure
or delay by either party to perform any term or provision of this Agreement constitutes a default
under this Agreement The party who fails or delays must immediately, upon receipt of written
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PTnotice as specified below commence to cure correct or remedy such failure or delay and shall
complete such cure, correction or remedy with reasonable diligence and during any period of
curing shall not be in default, provided that in any event the default shall be cured by thirty (30)
days Notwithstanding the foregoing if a failure or delay in performance by one party would
cause the other party to be in default under a written agreement with an unrelated third party,
then if such failure or delay is not corrected within thirty (30) days after written notice, the non-
defaulting party may take reasonable steps to minimize its liability to such third party or other
damage as a result of such failure or delay, and the defaulting party will be liable for the
reasonable costs thereof
The injured party shall give written notice of default to the party in default, specifying the
default complained of by the injured party Failure or delay in giving such notice shall not
constitute a waiver of any default, nor shall it change the time of default Except as otherwise
expressly provided in this Agreement, any failures or delays by either party in asserting any of
its rights and remedies as to any default shall not operate as a waiver of any default or of any
such rights or remedies Delays by either party in asserting any of its rights and remedies shall
not deprive either party of its right to institute and maintain any actions or proceedings which it
may deem necessary to protect assert or enforce any such rights or remedies
If a monetary event of default occurs, prior to exercising any remedies hereunder, the
injured party shall give the party in default written notice of such default The party in default shall
have a period of ten (10) calendar days after such notice is received or deemed received within
which to cure the default prior to exercise of remedies by the injured party
If a non-monetary event of default occurs, prior to exercising any remedies
hereunder, the injured party shall give the party in default notice of such default If the default is
reasonably capable of being cured within thirty (30) calendar days after such notice is received or
deemed received, the party in default shall have such period to effect a cure prior to exercise of
remedies by the injured party If the default is such that it is not reasonably capable of being cured
within thirty (30) days, and the party in default (1) initiates corrective action within said period, and
(2) diligently continually, and in good faith works to effect a cure as soon as possible, then the party
in default shall have such additional time as is reasonably necessary to cure the default prior to
exercise of any remedies by the injured party but in no event longer than ninety (90) days from the
date the first notice of default is given In no event shall the injured party be precluded from
exercising remedies if its security becomes or is about to become materially jeopardized by any
failure to cure a default
B Institution of Legal Actions In addition to any other rights or remedies either
party may institute legal action to cure, correct or remedy any default to recover damages for any
default, or to obtain any other remedy consistent with the purpose of this Agreement Such legal
actions must be instituted in the Superior Court of Los Angeles County State of California, in any
other appropriate court in that county, or in the Federal District Court in the Central District of
California
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02 0C Applicable Law The laws of the State of California shall govern the interpretation
and enforcement of this Agreement
D Acceptance of Service of Process In the event that any legal action is commenced
by Buyer against City, service of process on City shall be made by personal service upon the Chief
Administrative Officer ("CAO"), or in such other manner as may be provided by law
In the event that any legal action is commenced by City against Buyer, service of process on
Buyer shall be made by personal service upon an officer of Buyer and shall be valid whether made
within or without the State of California, or in such other manner as may be provided by law
E Rights and Remedies Are Cumulative Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are
cumulative, and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it at the same or different times, of any other rights or remedies for the
same default or any other default by the other party
F Damages If either party defaults with regard to any of the provisions of this
Agreement, then the nondefaulting party shall serve written notice of such default upon the
defaulting party If the default is not commenced to be cured in accordance with Section XIII after
service of the notice of default and is not cured promptly in a continuous and diligent manner within
a reasonable period of time after commencement, then the defaulting party shall be liable to the
nondefaulting party for actual damages caused by such default, and the nondefaulting party may
thereafter (but not before) commence an action for actual damages against the defaulting party with
respect to such default Indirect and consequential damages shall not be sought by either party,
except that, (i) if a defaulting party commits willful misconduct or fraudulent acts or omissions, the
nondefaulting party can seek punitive and consequential damages against the defaulting party and
(ii) the nondefaulting party can seek consequential damages if the defaulting party has materially
breached this Agreement and such breach was not due to causes beyond the reasonable control of the
defaulting party
Specific Performance If either party defaults with regard to any of the
provisions of this Agreement the nondefaulting party shall serve written notice of such default upon
the defaulting party If the default is not commenced to be cured within thirty (30) days after service
of the notice of default and not cured promptly in a continuous and diligent manner within a
reasonable period of time after commencement, the nondefaulting party, at its option may thereafter
(but not before, unless necessary to prevent immediate harm) commence an action for specific
performance of the terms of this Agreement pertaining to such default
IX CONFLICT OF INTEREST
No member, official or employee of City shall have any direct or indirect interest in this
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(2 1Agreement, nor shall such member, official or employee participate in any decision relating to the
Agreement which is prohibited by law
X INDEMNIFICATION AND INSURANCE
A Non-liability of City Officials and Employees for Default No member,
official or employee of City shall be personally liable to Buyer, or any successor in interest, as a
result of any default or breach by City or for any amount which may become due to Buyer or
successor or on any obligations under the terms of this Agreement
B Buyer's Indemnification, Bodily Injury and Property Insurance Buyer agrees
to and shall defend, indemnify and hold harmless City and each of its officers employees
contractors and agents, from and against all claims, liability, loss, damage, costs or expenses
(including reasonable attorneys' fees and court costs) ("Claims") arising from or as a result of the
death of any person or any accident, injury, loss or damage whatsoever caused to any person or to
the property of any person which shall occur on or adjacent to the Property, or otherwise in
connection with this Agreement, and which shall be directly or indirectly caused by any acts done or
any errors or omissions of Buyer or its agents, servants, employees or contractors The foregoing
indemnification shall not apply to any Claims which are the result of City or any of its respective
officers, employees, contractors and agents' sole negligence or willful misconduct
The indemnities provided in this section for the Property shall survive this Agreement and
the expiration of the Restricted Period
( 1
) Commencing upon the first to occur of (1) the entry by Buyer onto the Property for
any purposes pursuant to this Agreement, including, but not limited to preliminary work by Buyer as
set forth in Section III N, or (2) the Close of Escrow, Buyer shall maintain in effect and deliver to
the City duplicate originals or appropriate certificates of the following insurance policies
( 1
) Property Insurance The Buyer shall at all applicable times during the
Restricted Period, maintain or cause to be maintained in full force and effect, "all risk" property
insurance in amounts at least equal to one hundred percent (100%) of the full replacement cost of all
buildings and improvements on the Property and all personal property owned by Buyer (collectively
"Insured Property") under a "special causes of loss form' , with coverage for the following perils
loss or damage by fire, lightning, windstorm cyclone tornado hail explosion riot riot attending a
strike civil commotion, malicious mischief, vandalism, aircraft, vehicle, smoke damage, and
sprinkler leakage and such other perils commonly covered by such form Such insurance shall be
carried with an insurance company or companies that conform to the requirements of Subsection 2
below Such policy shall contain a provision that the same may not be canceled without at least
thirty (30) days prior written notice being given by the Buyer to City All insurance proceeds
obtained by the Buyer shall be held by the City and applied toward the reconstruction of the
Property and Improvements as required under the Public Parking Covenants
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.2 A(i i) General Liability Insurance The Buyer shall at all applicable times
during the Restricted Period maintain or cause to be maintained in full force and effect commercial
general liability insurance covering the Property and all improvements, with coverage on an
"occurrence" form, issued by an insurance company or companies that conform with the
requirements set forth below, including coverage for any accident, resulting in bodily injury to or
death of any person and consequential damages arising therefrom and property damage, resulting
directly or indirectly from any acts or activities of the Buyer or its subleases, or any person acting
for Buyer, or under its respective control or direction, or in connection with the operation of the
Property, with limits of not less than Five Million Dollars ($5 000 000) per occurrence and
contractual liability insurance with limits of not less than Five Million Dollars ($5,000,000) per
occurrence, and business automobile liability coverage for any Buyer owned, hired and non-owned
vehicles with combined single limits of not less than Five Million Dollars ($5,000,000) per accident
Such general liability insurance shall also provide for and protect Buyer against incurring any legal
cost in defending claims for alleged loss The foregoing policies of insurance may be maintained in
part by the Buyer under an excess or umbrella policy The Buyer upon request shall furnish to City,
on or before the effective date of any such policy, evidence that the insurance referred to in this
Subsection is in force and effect and that the premiums therefore have been paid Such insurance
shall name City as additional insureds thereunder and shall provide that the same may not be
canceled without at least thirty (30) days' prior written notice being given by the insurer to City
The Buyer shall furnish to City copies of the additional insured endorsement(s)
(m) Workers' Compensation Insurance Buyer shall maintain or cause to
be maintained workers' compensation insurance issued by a responsible carrier authorized under the
laws of the State of California to insure employers against liability for compensation under the
workers' compensation laws now in force in California, or any laws hereafter enacted as an
amendment or supplement thereto or in lieu thereof Such workers' compensation insurance shall
cover all persons employed by Buyer in connection with the Property and shall cover liability within
statutory limits for compensation under any such act aforesaid, based upon death or bodily injury
claims made by, for or on behalf of any person incurring or suffering injury or death in connection
with the Property or the operation thereof by Buyer Notwithstanding the foregoing Buyer may, in
compliance with the laws of the State of California and in lieu of maintaining such insurance,
self-insure for workers' compensation in which event Buyer shall deliver to City evidence that such
self insurance has been approved by the appropriate State authorities|109| Form of Policies All policies or certificates of insurance shall
provide that such policies shall not be canceled, reduced in coverage or limited in any manner
without at least thirty (30) days prior written notice to City All liability insurance policies shall
name the City as insured, additional insured and/or loss payable party as its interest may
appear
All insurance provided under this Subsection 2 shall be for the benefit of Buyer
and City Buyer agrees to timely pay all premiums for such insurance and, at its sole cost and
expense, to comply and secure compliance with all insurance requirements necessary for the
maintenance of such insurance Buyer agrees to submit binders or certificates evidencing such
Calayden\WarnerlotPurchaseAgreement
3 10 06 (Final)
22 of 28
P 3insurance to City prior to the execution of these Public Parking Covenants Within thirty (30)
days, if practicable but in any event prior to expiration of any such policy, copies of renewal
policies, or certificates evidencing the existence thereof, shall be submitted to City All
insurance herein provided for under this Section shall be provided by insurers licensed to do
business in the State of California and rated A-VII or better
If Buyer fails or refuses to procure or maintain insurance as required by these
Public Parking Covenants, City shall have the right, at City s election, and upon ten (10) days
prior notice to Buyer, to procure and maintain such insurance The premiums paid by City shall
be treated as a loan, due from Buyer to be paid on the first day of the month following the date
on which the premiums were paid City shall give prompt notice of the payment of such
premiums, stating the amounts paid and the name of the insured(s)
City's Indemnifications, Tenant Claims City agrees to and shall defend, indemnify,
and hold harmless Buyer and each of its officers, employees, contractors, and agents from and
against all claims liability, loss, damage, costs or expenses (including reasonable attorney's fees and
court costs) ( the "Claims") arising from or as a result of any claims made after the Close of Escrow
based upon or arising from any claims of possession of the Property, including the Willows Parking
Lease that pre-existed the Close of Escrow pursuant to an Agreement with the City
XI Intentionally Left Blank
XII MISCELLANEOUS
A Entire Agreement This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements
between the parties with respect to all or part of the subject matter hereof
None of the terms covenants, agreements or conditions set forth in this Agreement shall be
deemed to be merged with the Grant Deed for the Property and this Agreement and the obligations
of the parties shall remain in full force and effect until termination of the Restricted Period
All waivers of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of City or Buyer, and all amendments hereto must be in writing and signed by
the appropriate authorities of City and Buyer
Approvals Any and all approvals by Buyer or City under this Agreement or
documents referenced hereunder shall be made promptly and in good faith and not unreasonably
delayed or withheld and shall be exercised with a view toward implementing the purposes of this
Agreement
Binding Effect, Modifications and Counterparts This Agreement shall be binding
upon and shall inure to the benefit of the respective heirs, trustees, beneficiaries, successors,
representatives and assigns of the parties This Agreement cannot be modified, amended, changed
Calayden\Warnerlot\PurchaseAgreement
3 10 06 (Final)
23 of 28
d 91-or revised except by a writing executed by each of the parties hereto This Agreement may be
executed in one or more counterparts and, when executed by each of the parties signatory hereto
shall be binding on all of the parties hereto even though each of the signatory parties may have
executed separate counterparts hereof
D Governing Law This Agreement and the interpretation hereof, shall be governed by
and in accordance with the procedural and substantive laws of the State of California as to all
matters
E Severability If one or more of the provisions contained in this Agreement shall for
any reason be held invalid, illegal, void or unenforceable for any reason whatsoever, then such
provision shall be stricken and of no force or effect The
provision, terms or words to be stricken shall be as limited as permissible by law and shall not affect,
impair or invalidate any other provision of this Agreement If a provision of this Agreement shall be
deemed invalid due to its scope and breadth, such provision shall be deemed valid to the extent of
the scope or breadth permitted by law The remaining terms and provisions of this Agreement shall
continue in full force and effect and, to the extent required, shall be modified to preserve their
validity
F Interpretation This Agreement shall not be construed in favor of or against a party
by reason of its participation or lack of participation of that party or its counsel in drafting this
Agreement and/or any provision or term of this Agreement and/or any Exhibit attached hereto This
Agreement shall be interpreted and construed as if drafted by all parties with equal participation in
the drafting hereof
G Attorneys' Fees and Costs In the event any party institutes a proceeding under this
Agreement, the prevailing party shall, in addition to such other relief as may be awarded, be entitled
to recover, as an element of its costs (and not as damages), attorney's fees, expenses and costs
actually incurred with such proceeding
H Waiver A waiver of a breach by any party hereto in any one instance shall not
constitute a waiver of any prior or subsequent breach whether or not similar
I Warranty of Authority and Consents Each party hereto represents and warrants that
the party has the right power legal capacity and authority to enter into and perform the obligations
set forth in this Agreement and that no approvals or consents or any persons, firms, corporations or
entities are necessary in conjunction with same
J No Benefit to Third Parties Except as otherwise specifically provided herein, this
Agreement is not intended for the benefit of any third party
K Recitals The "Recitals" set forth in this Agreement constitute a material part of this
Agreement and are incorporated herein, and, to the extent necessary, required of helpful, shall be
considered in construing, interpreting and enforcing the terms and provisions of this Agreement
Cc\Hayden\Warnerlot\PurchaseAgreement
3 10 06 (Final)
24 of 28
asL Exhibits In the event of any inconsistency or conflict between the terms and
provisions of this Agreement and the terms and provisions of any Exhibit the terms and provisions
of said Exhibit shall be determinative and controlling
M Cost of Defense In the event any legal action is commenced challenging the legality
of an environmental impact report or mitigated negative declaration relating to any of the proposed
uses of the Property set forth herein the Buyer shall be responsible for all legal fees related to a
defense
This Agreement shall be dated as of the date on which it is executed on behalf of City
[SIGNATURES ON FOLLOWING PAGE]
Ca-layden\Warnerlot\PurchaseAgreement
3 10 06 (Final)
25 of 28
,2 62006 By Dated
Its
APPROVED AS TO FORM AND CONTENT
By
y, ,7).-e, 0 6
dward W Wachtel
ounsel to Conjunctive Points
arner Development LLLP
IN WITNESS WHEREOF the parties hereto have executed this Agreement in duplicate original on
the dates set forth herein below
BUYER
CONJUNCTIVE POINTS WARNER
DEVELOPMENT LLLP a Delaware limited liability
limited partnership
Fi ederick N Smith
Pi esident of Conjunctive Points Wainei
Development Inc General Partner of
Conjunctive Points Warner Development
LLLP
Dated 2006 By [SIGNATURES CONTINUED ON FOLLOWING PAGE]
Cc\ Hayd en\ Wamei 1 ot\Pui chaseAgreement
3 10 06 (Final)
26 of 28CITY OF CULVER CITY
Dated 2006 By Jerry Fulwood
Chief Administrative Officer
APPROVED AS TO FORM APPROVED AS TO CONTENT
By By Carol A Schwab
Susan Evans
City Attorney
Community Development Director
KANE, BALLMER & BERKMAN
Special Counsel
By Murray 0 Kane
Calayden\WarnerlotTurchaseAgreement
3 10 06 (Final)
27 of 28
t2 $Attachments Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
Legal Description
Public Parking Covenants Affecting Real
Property
Promissory Note
Form of Deed of Trust
Form of Grant Deed
Form of Restriction Deed of Trust
Cc\Hayden\Warnerlot\PurchaseAgreement
3 10 06 (Final)
28 of 28
PIEXHIBIT A
LEGAL DESCRIPTION OF SITE
Real property in the City of Culver City, County of Los Angeles, State of California,
described as follows
Lots 30, 31, 32 and 33 of Tract No 13503, in the City of Culver City, as per map
recorded in Book 278 pages 38 and 39 of Maps, in the office of the county recorder of
said county
Except the Easterly 21 feet of said lot 33 and the Northerly 25 feet of said lots 30, 31, 32
and 33
APN 4205-023-901
:0Exhibit "B"
Public Parking Covenants Affecting Real Property
[Behind This Page]
31OFFICIAL BUSINESS
Document entitled to free
recording per Govt Code §6103
Recording Requested by and
When Recorded Mail to
CITY OF CULVER CITY
9770 Culver Boulevard
Culver City California 90232
PUBLIC PARKING COVENANTS AFFECTING REAL PROPERTY
by and among
CITY OF CULVER CITY,
City,
and
CONJUNCTIVE POINTS WARNER DEVELOPMENT, LLLP
Buyer
32EXHIBIT A - LEGAL DESCRIPTION
EXHIBIT B - MAP OF WARNER OF EASEMENT
EXHIBIT C FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
CG\CC\Hayden\Wamerlot\Public Parking Covs 1-
3 10 06 (Final)
33PUBLIC PARKING COVENANTS AFFECTING REAL PROPERTY
THESE PUBLIC PARKING COVENANTS AFFECTING REAL PROPERTY ("Public
Parking Covenants") are entered into as of , 2006, by and among THE CITY OF
CULVER CITY, a municipal corporation ("City"), and CONJUNCTIVE POINTS WARNER
DEVELOPMENT, LLLP, a Delaware limited liability limited partnership ( 'Buyer ')
RECITALS|109| Pursuant to that certain Purchase and Sale Agreement dated as of 2006 (the "Agreement"), Buyer has purchased from City that certain real property (the "Property")
located in the City of Culver City, County of Los Angeles, State of California, legally described in
the "Legal Description" attached hereto and incorporated herein as Exhibit 'A"
2 Currently, there are two hundred and forty-two (242) surface parking spaces on the
Property, twenty (20) of which have been specifically designated for use by the Willows Community
School
3 Pursuant to the Agreement, City has conveyed the Property in partial consideration of
Buyer's agreement to record against the Property and accept title to the Property subject to the
covenants and obligations of Buyer under these Public Parking Covenants
4 City desires to impose on the Property certain limitations, restrictions, conditions and
covenants preserving for ten (10) years the designation of Public Parking Spaces (as defined herein)
for City's public purpose of public parking City further desires to impose on the Property certain
limitations restrictions conditions and covenants preserving for ten (10) years and no more than the
designation of parking spaces for use by the Willows Community School|109| The Property and any improvements hereinafter located thereon shall be subject to
the terms and provisions of these Public Parking Covenants
DEFINITIONS
For purposes of these Public Parking Covenants, the following capitalized terms shall have
the following meanings
'Public Users shall mean employers and tenants or prospective tenants of property owners within
the Hayden Tract their respective employees visitors and customers
"Public Parking Spaces" shall mean two hundred and forty two (242) parking spaces made available
to Public Users and the Willows Community School either at the Property or in a combination of
spaces at the Property and Substituted Parking, provided such spaces in total equal two hundred and
forty-two (242) The parking spaces shall be made available through methods, procedures and on
terms established by Buyer, including, but not limited to, sublease agreements on a first come first
serve basis In the event Buyer completes construction of a Parking Structure, Public Parking
Spaces may include tandem or valet parking at Buyer s sole cost subject to a management and
Cg\Cc\Hayden\Warnerlot\Public Parking Covs 1
I 310 06 (Final)
I
34.operation plan first approved by the Culver City Redevelopment Agency Assistant Executive
Director or his/her designee (the" Agency Assistant Executive Director' ) and provided Buyer
requests Assistant Executive Director's approval of the management and operation plan prior to
requesting a Certificate of Occupancy for the Parking Structure Compact parking spaces are
permitted provided however, they shall not exceed 10% of the total number of parking spaces
provided
"Hayden Tract shall mean that area bounded by the south side of National Boulevard on the North
the east side of La Ballona Creek on the east, the commercial properties on Schaefer Street on the
west and the north side of Higuera Street on the south
"Parking Structure" shall mean a parking facility or structure constructed on the Property
"Property" shall mean that property commonly known as 8511 Warner Drive, Culver City,
California 90232 which is legally described in Exhibit "A
'Property and Improvements" shall mean the Property and any improvements now or hereinafter
located thereon
"Operating Condition" shall mean the restoration of the Property, Parking Structure or any other
building or structure on the Property to a size and use comparable to that before such damage or
destruction, or the reconstruction of any portion or component of the Property, Parking Structure or
any other building or structure on the Property to a size and use comparable to that before such
damage or destruction
"Substituted Parking" shall mean two hundred and forty-two (242) or some lesser number of
parking spaces made available by Buyer to Public Users, separate from those located on the Property
which substitute and/or continue the Public Parking Spaces at an alternative location meeting the
Substituted Parking Criteria
"Substituted Parking Criteria" shall mean Substituted Parking located anywhere within the Hayden
Tract as determined by Buyer, subject to prior written approval of the City Substituted Parking may
include tandem or valet parking at Buyer's sole cost subject to a management and operation plan
first approved by the Agency Assistant Executive director or his/her designee Compact parking
spaces are permitted, provided however, they shall not exceed 10% of the total number of parking
spaces provided Substituted Parking shall not include parking designated to satisfy pre existing
parking requirements pursuant to the Culver City Municipal Code
'Term" shall mean a ten (10) year period ending ten (10) years following recordation of these Public
Parking Covenants
'Willows Spaces" shall mean those twenty (20) spaces derived from the two hundred and forty two
(242) Public Parking Spaces, designated for use by the Willows Community School, a California
non profit corporation
Cg\Calayden\Wamerlot\Public Parking Covs 2-
3 10 06 (Final)DECLARATION
Buyer declares that the Property shall be held, conveyed, hypothecated, encumbered leased
rented, used and occupied subject to the following terms, provisions, limitations, restrictions,
covenants conditions, all of which are declared and agreed to be for the purpose of maintaining and
protecting Public Parking Spaces for Public Users during the ten (10) year term of these Public
Parking Covenants All of the limitations, restrictions covenants and conditions shall run with the
land shall be enforceable solely by the City and not directly by a third-party and shall be binding on
and inure to the benefit of the successors in interest of the parties having or acquiring any right title
or interest in the Property, shall be enforceable equitable servitudes and shall be binding on and
inure to the benefit of the successors-in-interest of the parties for ten (10) years
NOW, THEREFORE, CITY AND BUYER AGREE AS FOLLOWS|109| Buyer , on behalf of itself and its successors, assigns, and each successor in interest
to Buyer's interest in the Property or any part thereof, hereby covenants and agrees as follows
a Buyer its successors and assigns, shall use the Property and Improvements for
whatever use Buyer, its successors and assigns shall deem fit which are consistent with the Culver
City Redevelopment Plan, and the uses permitted in these Public Parking Covenants, specifically
including the following
(1)
Public Parking Spaces shall be located or maintained on the Property
or elsewhere within the Hayden Tract as determined by Buyer, pursuant to the Substituted Parking
Criteria and the requirements and provisions of these Public Parking Covenants, and
(2) Buyer shall retain the right to construct improvements on the Property,
subject to Buyer s duty prior to the commencement of construction to provide Substituted Parking
meeting the Substituted Parking Criteria for the Public Parking Spaces, pursuant to the provisions of
Subsections (3), (4) (5), and (6) within this Section 1 a and
(3)
Buyer shall give all the Public Users and the Willows Community
School written notice of Buyer s election to provide Substituted Parking no less than ninety (90)
days prior to the proposed effective date of the substitution Such notice shall specify (a) the number
of Public Parking Spaces being substituted, (b) the proposed location of the Substituted Parking
spaces, (c) the effective date of the substitution and (d) the rental rate terms In addition to
providing Public Users and the Willows Community School with written notification of relocation
Buyer shall also post visible signs in close proximity to the Property to alert affected Public Users
and the Willows Community School of the relocation and
(4) Buyer shall pay all costs incurred by Public Users and the Willows
Community School as a result of relocation of Public Parking Spaces to the Substituted Parking
site provided, however, nothing herein shall require Buyer to pay any transportation or similar
costs relating to the relocation to the Substituted Parking Buyer may impose rents, subject to the
Cg\Calayden\WamerlonPublic Parking Covs 3
3 10 06 (Final)
3C,fair market Parking Rate requirements of Paragraph (8) below, for the Substituted Parking or Public
Users, and
(5)
Prior to relocation of Public Parking Spaces to the Substituted Parking
site Buyer shall, at Buyer's cost and expense, place the Substituted Parking site in the same or
better condition than the Property at the commencement of these Public Parking Covenants and
(6) Notwithstanding the Substituted Parking Criteria, during the pre-
construction phase of any development and during actual construction of any development the
twenty (20) substituted parking spaces designated for use by the Willows Community School shall
be no more than one-quarter (1/4) mile from the Property, and
(7)
In the event Buyer completes construction of a parking facility or
structure on the Property ( 'Parking Structure"), Buyer shall continue to have the right to allocate
and reallocate the two hundred and forty-two (242) Public Parking Spaces any where in the Parking
Structure or elsewhere within the Hayden Tract as determined by Buyer, pursuant to the Substituted
Parking Criteria, and
(8) The parking rate paid to Buyer by Public Users and the Willows
Community School for the use of Public Parking Spaces shall be set an initial amount of no more
than sixty dollars ($60) per month (the "Parking Rate ) The Parking Rate may be adjusted from
time-to-time to the then fair market rate based on comparable parking rates charged by public and
private parking facilities within the Culver City Downtown Area and Hayden Tract Within thirty
(30) days following execution of the Purchase and Sale Agreement, the City shall provide Buyer
with a list reflecting the names, addresses and terms of each rental agreement of all Public Users
currently using the Public Parking Spaces and those on any waiting list, and
(9) All of the parking income generated from the use of the Public Parking
Spaces and Substituted Parking by the Public Users and the Willows Community School shall be
collected by paid to and belong to the Buyer, and
(10) Buyer shall pay all expenses attributed to the use of the Public Parking
Spaces by the Public Users and the Willows Community School Nothing herein requires City to pay
for expenses Nothing in these Public Parking Covenants requires an expansion of services by
Buyer on the surface parking lot or Substituted Parking beyond the services provided by the City,
provided the Public Users and Willows Community School receive the same level of service as the
rest of the users of the Parking Structure and Substituted Parking site, and
(11) Buyer shall ensure Public Parking Spaces are made available to Public
Users and the Willows Community School twenty four (24) hours a day seven (7) days a week
through the use of key cards or other reasonable means of access ("Hours of Operation ), and
(12) Except as otherwise set forth in this Section 1 , these Public Parking
Covenants shall remain in full force and effect with respect to the Substituted Parking spaces The
rental fee for the Substituted Parking spaces shall be determined as though the Substituted Parking
spaces were located on the Property, and
Cg\Cc\Hayden\Warrierlot\Public Parking Covs 4-
3 10 06 (Final)(13) If Public Users desiring to lease Public Parking Spaces exceed the two
hundred and forty-two (242) Public Parking Spaces provided for by these Public Parking Covenants
Buyer shall allocate the available Public Parking Spaces using a fair equitable reasonable and
balanced basis , and
(14) In the event Buyer wishes to obtain a construction loan on the
Property, Buyer shall submit to City, not less than sixty (60) days prior to such loan, Buyer's
proposed relocation of the Public Parking Spaces from the Property to Substituted Parking which
spaces shall meet the Substituted Parking Criteria Under the Purchase and Sale Agreement, City
has the duty to approve said construction loan provided City is satisfied that the Substituted Parking
Criteria has been satisfied City shall not unreasonably withhold its approval of said construction
loan, provided the Substituted Parking Criteria has been satisfied
2 Maintenance Buyer, its successors and assigns, shall maintain, repair and keep the
Property in good repair and free from any accumulation of debris, graffiti or waste materials,
maintain the landscaping required to be planted and/or retained in a healthy and attractive condition,
and take all other actions necessary to maintain and ensure the neat and clean appearance of the
Property
3 Utilities Buyer, its successors and assigns, shall pay before delinquency all
charges for water, gas heat electricity, power, telephone service and all other services of utilities
used in, upon, or about the Property by the Public Users and Willows Community School during the
Term of the Public Parking Covenants
4 Taxes Buyer, its successors and assigns, shall be liable for, and shall pay before
delinquency, all real property taxes and assessments applicable to the Property, over the fiscal tax
year during the entire Term
5 Indemnification, Bodily Injury and Property Insurance Buyer agrees to and shall
defend, indemnify and hold harmless City and each of its officers, employees, contractors and agents
from and against all claims, liability, loss, damage, costs or expenses (including reasonable
attorneys' fees and court costs) ("Claims") arising from or as a result of the death of any person or
any accident, injury loss or damage whatsoever caused to any person or to the property of any
person which shall occur on or adjacent to the Property, or otherwise in connection with the
activities of Buyer, its officers, employees, contractors or agents or these Public Parking Covenants
and which shall be directly or indirectly caused by any acts done or any errors or omissions of Buyer
or its agents, servants, employees or contractors The foregoing indemnification shall not apply to
any Claims which are the result of City or any of its respective officers, employees, contractors and
agents sole negligence or willful misconduct
The indemnities provided in this section for shall survive the Term of these Public Parking
Covenants
Notwithstanding any provision to the contrary contained herein, Buyer, throughout the Term
of these Public Parking Covenants shall maintain, at its own cost and expense and furnish or cause
to be furnished to City, evidence of the following policies of insurance described below
Cg\Calayden\Wamerlot\Public Parking Covs 5-
3 10 06 (Final)
3e)a Property InsuranceThe Buyer shall at all applicable times during the Term of
these Public Parking Covenants maintain or cause to be maintained in full force and effect "all
risk" property insurance in amounts at least equal to one hundred percent (100%) of the full
replacement cost of all buildings and improvements on the Property, including, but not limited to the
Parking Structure, and all personal property owned by Buyer (collectively, Insured Property' )
under a "special causes of loss form , with coverage for the following perils loss or damage by
fire, windstorm, cyclone, tornado hail explosion, riot, riot attending a strike, civil commotion,
malicious mischief, vandalism, aircraft, vehicle, smoke damage, and sprinkler leakage and such
other perils commonly covered by such form Such insurance shall be carried with an insurance
company or companies that conform to the requirements of Subsection d below Such policy shall
contain a provision that the same may not be canceled without at least thirty (30) days prior written
notice being given by the Buyer to City
b General Liability Insurance The Buyer shall at all applicable times during
the Term of these Public Parking Covenants, maintain or cause to be maintained, in full force and
effect, commercial general liability insurance covering the Property and all improvements, including
but not limited to the Parking Structure, with coverage on an "occurrence" form, issued by an
insurance company or companies that conform with the requirements set forth below, including
coverage for any accident, resulting in bodily injury to or death of any person and consequential
damages arising therefrom and property damage, resulting directly or indirectly from any acts or
activities of the Buyer or its subleases, or any person acting for Buyer, or under its respective control
or direction, or in connection with the operation of the Property, with limits of not less than Five
Million Dollars ($5,000,000) per occurrence, and contractual liability insurance with limits of not
less than Five Million Dollars ($5,000,000) per occurrence, and business automobile liability
coverage for any Buyer owned, hired and non owned vehicles with combined single limits of not
less than Five Million Dollars ($5 000 000) per accident Such general liability insurance shall also
provide for and protect Buyer against incurring any legal cost in defending claims for alleged loss
The foregoing policies of insurance may be maintained in part by the Buyer under an excess or
umbrella policy The Buyer upon request shall furnish to City, on or before the effective date of any
such policy, evidence that the insurance referred to in this Subsection is in force and effect and that
the premiums therefor have been paid Such insurance shall name City as an additional named
insured thereunder and shall provide that the same may not be canceled without at least thirty (30)
days prior written notice being given by the insurer to City The Buyer shall furnish to City copies
of the additional insured endorsement(s)
c Workers' Compensation Insurance Buyer shall maintain or cause to be
maintained workers' compensation insurance issued by a responsible carrier authorized under the
laws of the State of California to insure employers against liability for compensation under the
workers' compensation laws now in force in California, or any laws hereafter enacted as an
amendment or supplement thereto or in lieu thereof Such workers' compensation insurance shall
cover all persons employed by Buyer in connection with the Property and shall cover liability within
statutory limits for compensation under any such act aforesaid, based upon death or bodily injury
claims made by, for or on behalf of any person incurring or suffering injury or death in connection
with the Property or the operation thereof by Buyer Notwithstanding the foregoing, Buyer may, in
Cg\Cc\Hayden\WarnerlonPublic Parking Covs 6
310 06 (Final)
31compliance with the laws of the State of California and in lieu of maintaining such insurance, self-
insure for workers' compensation in which event Buyer shall deliver to City evidence that such self-
insurance has been approved by the appropriate State authorities
Form of Policies All policies or certificates of insurance shall provide that
such policies shall not be canceled reduced in coverage or limited in any manner without at least
thirty (30) days prior written notice to City All liability insurance policies shall name the City as
an additional named insured, and/or loss payable party as its interest may appear
All insurance provided under this Section 5 shall be for the benefit of Buyer and
City Buyer agrees to timely pay all premiums for such insurance and, at its sole cost and expense
to comply and secure compliance with all insurance requirements necessary for the maintenance of
such insurance Buyer agrees to submit binders or certificates evidencing such insurance to City
prior to the execution of these Public Parking Covenants Within thirty (30) days, if practicable, but
in any event prior to expiration of any such policy copies of renewal policies or certificates
evidencing the existence thereof, shall be submitted to City All insurance herein provided for under
this Section shall be provided by insurers licensed to do business in the State of California and rated
A-VII or better
If Buyer fails or refuses to procure or maintain insurance as required by these Public
Parking Covenants City shall have the right, at City's election, and upon ten (10) days prior notice
to Buyer, to procure and maintain such insurance The premiums paid by City shall be treated as a
loan, due from Buyer, to be paid on the first day of the month following the date on which the
premiums were paid City shall give prompt notice of the payment of such premiums, stating the
amounts paid and the name of the insured(s)|109| Damage Reconstruction
a If any damage to, or destruction of the Property, including, but not limited to,
any other building or structure on the Property (collectively referred to in this Subsection 6 as
"Improvements") occurs and is the result of fire or other peril to be covered by the extended
coverage insurance required by these Public Parking Covenants Buyer, its successors and assigns,
shall restore the Improvements to Operating Condition, at Buyer's sole cost and expense and these
Public Parking Covenants shall remain in full force and effect All insurance proceeds received with
respect to such damage or destruction and all deductible amounts paid by Buyer with respect to such
damage or destruction shall be applied by Buyer, to the extent necessary to restore the
Improvements to Operating Condition Buyer shall cause the restoration to be undertaken and
completed with reasonable promptness In lieu of Buyer restoring the Improvements to Operating
Condition Buyer may, with the prior written approval of City demolish all Improvements (or the
damaged or destroyed portions thereof) such that damage or destruction (i) does not cause a
dangerous condition to exist on Property, and (n) allows parking on the surface of the Property for
two hundred and forty two (242) Public Parking Spaces
Notwithstanding anything to the contrary, in any mortgage, no insurance proceeds or
deductible amounts payable in respect of the damage to, or destruction of the Improvements shall be
applied to prepay the loans made by or on behalf of such mortgagee The provisions of this Section
6 a are subject to the provisions of Subsection b below
Cg\Calayden\Wanierlot\Public Parking Covs 7-
3 10 06 (Final)Failure by Buyer to obtain insurance as and to the extent required by these
Public Parking Covenants such that insurance proceeds are not received by Buyer that otherwise
would have been received had Buyer maintained the required insurance shall not relieve Buyer from
its obligations to repair or reconstruct the Improvements as provided in Section 6 a above up to an
amount of insurance proceeds that would have been received had such insurance been maintained
7 Default City, its successors and assigns, shall have the right, in the event of
any breach of any such agreement or covenant contained herein, to exercise all the rights and
remedies, and to maintain any actions at law or suit of equity or other proper proceedings to enforce
the curing of such breach of agreement or covenant
Prior to exercising any remedies hereunder, City shall give Buyer notice describing
the default If the default is reasonably capable of being cured within thirty (30) days, Buyer shall
have such period to effect a cure prior to exercise of remedies by City If the default is such that it is
not reasonably capable of being cured within thirty (30) days, and Buyer (a) initiates corrective
action within said period, and (b) diligently, continually, and in good faith works to effect a cure as
soon as possible, then Buyer shall have such additional time as is reasonably necessary to cure the
default prior to exercise of any remedies by City
If a violation of any of the covenants or provisions of this Agreement remains
uncured after the respective time period set forth above City and its successors and assigns, without
regard to whether City and its successors and assigns is an owner of any land or interest therein to
which these covenants relate, may institute and prosecute any proceedings at law or in equity to
abate, prevent or enjoin any such violation or attempted violation or to compel specific performance
by Buyer of its obligations hereunder, or enforce any legal or equitable remedy available under
applicable laws No delay in enforcing the provisions hereof as to any breach or violation shall
impair, damage or waive the right of any party entitled to enforce the provisions hereof or to obtain
relief against or recover for the continuation or repetition of such breach or violations or any similar
breach or violation hereof at any later time
8 Eminent Domain If any or a portion of the Property is taken or sold under such
threat such that the commercial use of the Property is no longer reasonably viable, either City or
Buyer may terminate these Public Parking Covenants as of the date that the condemning authority
takes possession by delivery of written notice of such election within thirty (30) days after such
party has been notified of the taking or, in the absence thereof, within thirty (30) days after the
condemning authority shall have taken possession If these Public Parking Covenants are not
terminated by City or Buyer, it shall remain in full force and effect as to the portion of the Property
remaining Except as provided above all awards for the taking of any part of the Property or
proceeds from the sale made under the threat of the exercise of the power of eminent domain shall be
paid directly to Buyer|10 9| Hazardous Material
a For purposes of these Public Parking Covenants, the term "Hazardous
Materials" shall mean and include the following
(1) A "Hazardous Substance , "Hazardous Material", Hazardous Waste',
Cg\Cc\liayden\WamerlonPublic Parking Covs 8-
3 10 06 (Final)
41or "Toxic Substance under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 42 U S C § 9601, et seq the Hazardous Materials Transportation Act, 49
U S C § 5101, et sea , or the Resource Conservation and Recovery Act 42 U S C § 6901 et m
(2) An "Extremely Hazardous Waste", a "Hazardous Waste', or a
"Restricted Hazardous Waste' under §§ 25115, 25117 or 25122 7 of the California Health and
Safety Code, or is listed or identified pursuant to 25140 or 44321 of the California Health and
Safety Code,
(3) A 'Hazardous Material", "Hazardous Substance", "Hazardous Waste',
"Toxic Air Contaminant", or "Medical Waste" under §§ 25281, 25316, 25501, 25501 1, 117690 or
39655 of the California Health and Safety Code,
(4) "Oil" or a "Hazardous Substance" listed or identified pursuant to § 311
of the Federal Water Pollution Control Act, 33 U S C § 1321, as well as any other hydrocarbonic
substance or by product,
(5) Listed or defined as a "Hazardous Waste", Extremely Hazardous
Waste", or an "Acutely Hazardous Waste" pursuant to Chapter 11 of Title 22 of the California Code
of Regulations,
(6) Listed by the State of California as a chemical known by the State to
cause cancer or reproductive toxicity pursuant to § 25249 9(a) of the California Health and Safety
Code
(7)
A material which due to its characteristics or interaction with one or
more other substances, chemical compounds, or mixtures, damages or threatens to damage health,
safety, or the environment, or is required by any law or public agency to be remediated, including
remediation which such law or public agency requires in order for the property to be put to any
lawful purpose,
(8) Any material whose presence would require remediation pursuant to
the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual,
whether or not the presence of such material resulted from a leaking underground fuel tank,
(9)
Pesticides regulated under the Federal Insecticide, Fungicide and
Rodenticide Act 7 U S C § 136 et _seq
(10) Asbestos PCBs, and other substances regulated under the Toxic
Substances Control Act 15 U S C § 2601 et seq ,
(11) Any radioactive material including, without limitation any "source
material", "special nuclear material", "by product material", "low-level wastes", "high-level
radioactive waste", "spent nuclear fuel" or "transuranic waste", and any other radioactive materials
or radioactive wastes, however produced, regulated under the Atomic Energy Act 42 U S C "2011
et g, the Nuclear Waste Policy Act, 42 U S C § 10101 et _seq , or pursuant to the California
Radiation Control Law, California Health and Safety Code § 114960 et seq
Cg\Cc\Hayden\Wamerlot\Public Parking Covs 9-
3 10 06 (Final)(12) Regulated under the Occupational Safety and Health Act 29 U S C
"651 et _s_eq , or the California Occupational Safety and Health Act California Labor Code § 6300 et
seq and/or
(13) Regulated under the Clean Air Act, 42 U S C § 7401 et Leg or
pursuant to Division 26 of the California Health and Safety Code
b The term "Pre-existing Site Conditions' shall mean the existence, release,
presence or disposal on in, under, about or adjacent to the Property of any Hazardous Materials
which occurred before the delivery of possession of the Property to the Buyer
c Buyer shall not, except in compliance with law
(1) Make, or permit to be made, any use of the Property, or any portion
thereof, which emits, or permits the emission of dust, sweepings, dirt, cinders, fumes, or odors into
the atmosphere, the ground, or any body of water, whether natural or artificial, in violation of
applicable law, or
(2) Discharge, leak, or emit, or permit to be discharged, leaked or
emitted, any liquid, solid, or gaseous matter, or any combination thereof, into the atmosphere, the
ground, or any body of water, in violation of applicable law
(3)
Use store or dispose of any Hazardous Materials on the Property
d Notwithstanding the termination of these Public Parking Covenants, Buyer s
obligations and liabilities under this Section shall continue so long as these Public Parking
Covenants remain in effect, provided, however, that nothing contained in this provision is intended
to or shall have the effect of relieving any party of liability under any applicable statutory or
common law
10 Sale or Transfer of Property By Buyer During the Term of these Public Parking
Covenants Buyer shall not sell, exchange or transfer its interest in the Property and these Public
Parking Covenants to a new party without the prior written approval of City Such approval shall
not be unreasonably denied or delayed by City In the event of a permitted sale exchange or transfer
the successor in interest will be required to sign an acknowledgement agreeing to be bound by all the
terms and conditions of these Public Parking Covenants and all documents related to these Public
Parking Covenants prior to the transfer of the rights and obligations hereunder becoming effective
Subsequent to the expiration of the Term Buyer has the right, in its sole and absolute
discretion to sell, exchange or transfer its interest in the Property and these Public Parking
Covenants to a new party If Buyer sells, exchanges, or transfers Buyer's interest in the Property
and these Public Parking Covenants during the Term hereof with City's approval, Buyer shall be and
is hereby entirely freed and relieved of all liability toward City and City s successors and assigns
under any and all of its covenants and obligations contained in or derived from these Public Parking
Covenants arising out of any act, occurrence or omission relating to the Property and these Public
Parking Covenants occurring after the consummation of such sale , exchange or transfer The
assignment of Buyer's interest in the Property and these Public Parking Covenants shall occur by
Cg\Cc\Hayden\Wamerlot\Public Parking Covs 10-|109| 3 10 06 (Final)
4-3means of an assignment and assumption agreement (conforming in form and substance to Exhibit
'C' ) (the "Assignment and Assumption Agreement' ) Such purchaser or assignee shall expressly
assume said covenants and obligations of Buyer under these Public Parking Covenants
11 Obligation to Refrain from Discrimination Buyer covenants and agrees for itself, its
successors, assigns and every successor in interest to the Property or any part thereof that there shall
be no discrimination against or segregation of any person or group of persons on account of sex,
marital status, race color, religion, creed, national origin, disability or ancestry in the sale lease
sublease, transfer use, occupancy, tenure or enjoyment of the Property, nor shall Buyer 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
12 Form of Nondiscrimination and Nonsegregation Clauses Buyer shall refrain from
restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the
Property (or any part thereof) on the basis of sex marital status, race, color, religion creed, ancestry
disability or national origin of any person All such deeds, leases or contracts pertaining thereto
shall contain or be subject to substantially the following nondiscrimination or nonsegregation clause
a In deeds "The grantee herein covenants by and for themselves their
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, marital
status, race, color, religion, creed, national origin, disability or ancestry in the sale lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, not shall the grantee or
any person claiming under or through them, 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
covenant shall run with the land
In leases "The lessee herein covenants by and for themselves, their 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 martial status, race color, religion
creed, national origin, disability or ancestry in the leasing subleasing renting, transferring use
occupancy, tenure or enjoyment of the land herein leased, nor shall lessee themselves or any person
claiming under or through them establish or permit such practice or practices of discrimination or
segregation with reference to the selection, location number or occupancy of tenants, lessees
sublessees tenants or vendees in the land herein leased"
In contracts "There shall be no discrimination against or segregation of, any
person or group of persons on account of sex, marital status, race, color, religion, creed, national
origin, disability or ancestry in the sale lease, sublease, rental, transfer, use, occupancy, tenure or
enjoyment of the land, nor shall the transferee itself or any person under or through it establish or
permit any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use of occupancy of tenants, lessees, subtenants, sublessees or vendees of the
land"
Cg\Cc\Hayden\Wamerlot\Public Parking Covs 11 -
3 10 06 (Final)
£1413 Effect and Duration of Covenant Every covenant and condition and restriction
contained in these Public Parking Covenants, shall run with the land and remain in effect for the
longest feasible time but not more than 10 years commencing on the date on which these Public
Parking Covenants have been recorded in the Official Records of Los Angeles County The
nondiscrimination covenants shall remain in effect in perpetuity
14 GENERAL PROVISIONS
a Waivers and Approvals The waiver by either party of any term, covenant, or
condition herein contained shall not be a waiver of such term, covenant, or condition on any
subsequent breach Any approval required hereunder shall not be unreasonably delayed or denied
If any such requested approval is denied, the disapproving party shall set forth its reasons for any
such denial in writing
b Notices Formal notices, demands and communications between City and
Buyer shall be deemed sufficiently given if dispatched by first class mail, registered or certified
mail, postage prepaid, return receipt requested, or by electronic facsimile transmission followed by
delivery of a "hard" copy, or by personal delivery (including by means of professional messenger
service, courier service such as United Parcel Service or Federal Express, or by U S Postal Service),
to the addresses of City and Buyer as set forth herein Such written notices, demands and
communications may be sent in the same manner to such other addresses as either party may from
time to time designate by mail Any notice that is transmitted by electronic facsimile transmission
followed by delivery of a "hard" copy, shall be deemed delivered upon its transmission, provided
that if such transmission is delivered after 5 00 p m, notice shall be deemed given on the next
business day, any notice that is personally delivered (including by means of professional messenger
service courier service such as United Parcel Service or Federal Express, or by U S Postal Service),
shall be deemed received on the documented date of receipt, and any notice that is sent by registered
or certified mail, postage prepaid, return receipt required shall be deemed received on the date of
receipt thereof The addresses for the giving of notices hereunder are as follows
The City of Culver City
9770 Culver Boulevard
Culver City, CA 90232
Attention
Conjunctive Points Warner Development LLLP
3528 Hayden Avenue
Culver City, CA 90232
Copy to Edward W Wachtel Esq
Goodson Wachtel and Petrulis a Professional Corporation
10940 Wilshire Boulevard, Suite 1400
Los Angeles CA 90025
Cg\Cc\Hayden\Wanierlot\Public Parking Covs 12-
3 10 06 (Final) 4-5c Time is of the Essence Time is of the essence of this Public Parking
Covenants and each and all of its provisions in which performance is a factor
d Binding on Successors and Assigns All terms, provisions promises,
conditions, covenants and restrictions contained in these Public Parking Covenants shall be
covenants running with the land and shall, in any event, and without regard to technical
classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity,
binding for the benefit and in favor of and enforceable by City, its respective heirs, legal
representatives, successors and assigns against Buyer, its respective heirs, legal representatives
successors and assigns, to or of the Property or any portion thereof or any interest therein and any
party in possession or occupancy of the Property or portion thereof City shall be deemed the
beneficiary of the terms, provisions, promises, conditions, covenants and restrictions of these Public
Parking Covenants in its own right and for the purpose of protecting the interests of the community
The covenants, conditions, and restrictions shall run in favor of City without regard to whether the
City has been, remains, or is an owner of any land or interest therein in the Property or the Project
area The terms, provisions, promises, conditions, covenants and restrictions contained in these
Public Parking Covenants shall not benefit nor be enforceable by any Public User or owner of any
other real property within or outside The Hayden Tract or any person or entity having any interest in
any such other real property
No violation or breach of the terms, provisions, promises, conditions, covenants and
restrictions contained in these Public Parking Covenants shall defeat or render invalid or in any way
impair the designation of Public Parking Spaces for the Public Users permitted by these Public
Parking Covenants , provided, however, that any subsequent lessee or owner of the Property shall be
bound by such remaining terms, provisions, promises, conditions, covenants and restrictions,
whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or
otherwise
e Recitals, Definitions, and Declaration The Recitals, Definitions and
Declarations constitute a material part of these Public Parking Covenants and are incorporated
herein and to the extent necessary, required, or helpful, shall be considered in construing,
interpreting or enforcing the terms of these Public Parking Covenants
f Costs of Proceedings and Attorneys' Fees If any action or proceeding is
brought by either party against the other under these Public Parking Covenants against any such
party whether for interpretation enforcement, recovery of possession, or otherwise, the prevailing
party shall be entitled to recover all costs and expenses, including the fees of its attorney in such
action or proceeding This provision shall also apply to any post judgment action by either party
including without limitation efforts to enforce a judgment
g
Severability Any provision of these Public Parking Covenants which shall
prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision
hereof and such other provisions shall remain in full force and effect
h No Exclusive Remedies No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity
i Laws of California These Public Parking Covenants shall be governed by the
COCalayden\Wamerlot\Public Parking Covs 13
-3 10 06 (Final)laws of the State of California Proper venue for any action shall be in Los Angeles, California
No Partnership Nothing contained in these Public Parking Covenants shall
be deemed or construed as creating a partnership, joint venture, or any other relationship between
the parties, or cause City to be responsible in any way for the debts or obligations of Buyer, or any
other party
Final Agreement These Public Parking Covenants, including any document
or instrument incorporated therein or herein by reference, contains a complete and final expression
of the agreement between City and Buyer and there are no promises, representations, agreements,
warranties or inducements either express or implied other than as are set forth in these Public
Parking Covenants
Any and all previous discussions or agreements between City and Buyer with respect
to the premises, whether oral or written, are superseded by these Public Parking Covenants
1 Language of Agreement When the context so requires when used in these
Public Parking Covenants, the masculine gender shall be deemed to include the feminine and neuter
gender and the neuter gender shall be deemed to include the masculine and feminine gender When
the context so requires, when used in these Public Parking Covenants, the singular shall be deemed
to include the plural The term "including" shall mean "including but not limited to"
Requirement of a Writing No amendment, change, or addition to, or waiver
of termination of, these Public Parking Covenants or any part hereof shall be valid unless in writing
and signed by both City and Buyer
No Third Party Beneficiaries The parties acknowledge and agree that the
provisions of these Public Parking Covenants are for the sole benefit of City, and not for the benefit,
directly or indirectly, of any other person or entity, except as otherwise expressly provided herein
o Authority of Buyer The party executing these Public Parking Covenants on
behalf of Buyer has full authority to do so and to bind Buyer to perform pursuant to the terms and
conditions of these Public Parking Covenants
Incorporation by Reference Each of the attachments and exhibits attached
hereto is incorporated herein by this reference
Interpretation
(1) The language in all parts of these Public Parking Covenants shall in all cases
be construed simply, as a whole and in accordance with its fair meaning and not strictly for or
against any party The parties hereto acknowledge and agree that these Public Parking Covenants
have been prepared jointly by the parties and has been the subject of arm's length and careful
negotiation, that each party has been given the opportunity to independently review this Public
Parking Covenants with legal counsel, and that each party has the requisite experience and
sophistication to understand, interpret, and agree to the particular language of the provisions hereof
Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of these Public
Cg1C6Hayden\ Wamerlot \Public Parking Covs 14-
3 10 06 (Final)Parking Covenants, these Public Parking Covenants shall not be interpreted or construed against the
party preparing it, and instead other rules of interpretation and construction shall be utilized
(2) If any term or provision of these Public Parking Covenants, the deletion of
which would not adversely affect the receipt of any material benefit by any party hereunder shall be
held by a court of competent jurisdiction to be invalid or unenforceable the remainder of these
Public Parking Covenants shall not be affected thereby and each other term and provision of these
Public Parking Covenants shall be valid and enforceable to the fullest extent permitted by law It is
the intention of the parties hereto that in lieu of each clause or provision of these Public Parking
Covenants that are illegal invalid, or unenforceable, there be added as a part of these Public Parking
Covenants an enforceable clause or provision as similar in terms to such illegal, invalid or
unenforceable clause or provision as may be possible
(3)
The captions of the articles, sections, and subsections herein are inserted
solely for convenience and under no circumstances are they or any of them to be treated or construed
as part of this instrument
(4) References in this instrument to these "Public Parking Covenants" means,
refers to and includes this instrument as well as any riders, exhibits, addenda and attachments hereto
(which are hereby incorporated herein by this reference) or other documents expressly incorporated
by reference in this instrument Any references to any covenant, condition obligation and/or
undertaking "herein," 'hereunder,' or "pursuant hereto" (or language of like import) shall mean
refer to and include the covenants, obligations, and undertakings existing pursuant to this
instrument and any riders, exhibits, addenda, and attachments or other documents affixed to or
expressly incorporated by reference in this instrument
r Priority These Public Parking Covenants, and any extensions, renewals or
replacements thereof, shall be superior to any mortgages, deeds of trust or similar encumbrances
placed by Buyer on the Property and to any lien right, if any, of Buyer on any fixtures, equipment or
other personal property of Public Users upon the Property These Public Parking Covenants may not
be subordinated to any construction or development loan
s Counterparts These Public Parking Covenants may be executed by each
party on a separate signature page, and when the executed signature pages are combined shall
constitute one single instrument
[SIGNATURES ON FOLLOWING PAGE]
Cg\Cc \Hayden Mamerlot\Public Parking Covs 15-
3 10 06 (Final) 44-2CITY OF CULVER CITY
By
Jerry Fulwood
Chief Administrative Officer
CONJUNCTIVE POINTS WARNER
DEVELOPMENT, LLLP, a Delaware limited
liability limited partnership
By
Frederick N Smith,
President of Conjunctive Points Warner
Development Inc
General Partner of Conjunctive Points
Warner Development, LLLP
Cg\Cc\Hayden\Warnerlot\Public Parking Covs 16-
3 10 06 (Final)
LI-1EXHIBIT A"
LEGAL DESCRIPTION
All the certain real property located in the City of Culver City, County of Los Angeles, State of
California, described as follows
Lots 30, 31, 32 and 33 of Tract No 13503, in the City of Culver City, as per map recorded in
Book 278 pages 38 and 39 of Maps, in the office of the county recorder of said county
Except the Easterly 21 feet of said lot 33 and the Northerly 25 feet of said lots 30 31 32 and 33
APN 4205-023 901EXHIBIT "B"
MAP OF WARNER EASEMENT
[INTENTIONALLY DELETED]
51EXHIBIT "C"
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement, dated as of 2006, is entered into by and between CONJUNCTIVE POINTS WARNER DEVELOPMENT,
LLLP, a Delaware limited liability limited partnership (Assignor")
and ("Assignee"), with reference to the following facts
A The Assignor and the City of Culver City (the "City") entered into that certain Public Parking
Covenants Affecting Real Property dated as of , 2006 and recorded in the
Office of the County Recorder for Los Angeles County as Document No (the
"Public Parking Covenants") The Public Parking Covenants are hereby incorporated by this
reference Reference herein to the Public Parking Covenants shall include any and all
attachments thereto Any capitalized term not defined herein shall have the meaning ascribed
to it in the Public Parking Covenants
The Public Parking Covenants impose on that certain real property located in the City of
Culver City, County of Los Angeles, State of California, legally described in the "Legal
Description" attached hereto and incorporated herein as Exhibit "A" (the "Property"),
certain limitations, restrictions, conditions and covenants preserving for ten (10) years the
designation of two hundred and forty two (242) parking spaces for use by employers and
tenants or prospective tenants of property owners within the Hayden Tract, their respective
employees, visitors and customers (the "Public Users") and the Willows Community School,
either at the Property or in a combination of spaces at the Property and Substituted Parking,
pursuant to Substituted Parking Cntena, provided such spaces in total equal two hundred
and forty-two (242)
Assignor hereby desires to assign all of its rights and delegate all of its duties under the
Public Parking Covenants to Assignee and Assignee intends to assume all rights and
obligations of Assignor thereunder
NOW, THEREFORE, the Assignor and Assignee hereby agree as follows
1 Assignor hereby assigns all of its right, title and interest in and to the Public Parking
Covenants and any and all related agreements to Assignee and Assignee hereby accepts such
assignment, and assumes all of the obligations of Assignor under the Public Parking
Covenants and any and all related agreements and agrees to be bound thereby in accordance
with the terms thereof|109| Assignee shall assume and perform all executory obligations of Assignor pursuant to the
Cg\CC\Hayden \Warner Lot\Assignment and Assumption
3 16 06
51-Public Parking Covenants and any and all related agreements, without exception|109| The principal address of Assignee for purposes of the Public Parking Covenants and any and
all related agreements is as follows
AU
5 This Assignment and Assumption Agreement is made for the sole benefit and protection of
the parties hereto, and their successors and assigns, and no other person or persons shall have
any right of action or right to rely hereon As this Assignment and Assumption Agreement
contains all the terms and conditions agreed upon between the parties, no other agreement
regarding the subject matter thereof, shall be deemed to exist or bind any party unless in
writing and signed by the party to be charged
6 This Assignment and Assumption Agreement may be executed m several duplicate ongmals,
each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument, and shall become effective upon execution by the parties, as indicated
by the signatures below The signature pages of one or more counterpart copies may be
removed from such counterpart copies and all attached to the same copy of this Assignment
and Assumption Agreement, which, with all attached signature pages, shall be deemed to be
an original agreement When fully executed, the date of this Assignment and Assumption
Agreement shall be the later of the dates indicated below|109| This Assignment and Assumption Agreement shall be governed by the laws of the State of
California
8 If any term or provision of this Assignment and Assumption Agreement, the deletion of
which would not adversely affect the receipt of any material benefit by any party hereunder,
shall be held by a court of competent jurisdiction to be invalid or unenforceable, the
remainder of this Assignment and Assumption Agreement shall not be affected thereby and
each other term and provision of this Assignment and Assumption Agreement shall be valid
and enforceable to the fullest extent permitted by law It is the intention of the parties hereto
that in lieu of each clause or provision of this Assignment and Assumption Agreement that is
illegal, invalid or unenforceable, there be added as a part of this Assignment and Assumption
Agreement an enforceable clause or provision as similar in terms to such illegal, invalid or
unenforceable clause or provision as may be possible|1010|Cg\CC\Hayden\Wamer Lot\Assignment and Assumption
3 16 06
539 Time is expressly declared to be of the essence in this Assignment and Assumption
Agreement
10 No provision in this Assignment and Assumption Agreement is to be interpreted for or
against either party because that party or its legal representatives drafted such provision
11 The parties hereto hereby agree to execute such other documents and to take such other
action as may be reasonably necessary to further the purposes of this Assignment and
Assumption Agreement
12 The parties hereto further represent and declare that they carefully read this Assignment and
Assumption Agreement and know the contents thereof, and that they sign the same freely and
voluntarily
13 Each party hereto hereby represents that the person executing this Assignment and
Assumption Agreement on behalf of said party has full authority to do so and to bind the
party to perform pursuant to the terms and conditions of this Assignment and Assumption
Agreement
[SIGNATURES ON FOLLOWING PAGE]|1010|Cg\CC\Hayden\Wamer Lot\Assignment and Assumption
3 16 06
544-
"Assignor"
CONJUNCTIVE POINTS WARNER
DEVELOPMENT, LLLP, a Delaware limited
liability limited partnership
Dated By Frederick N Smith,
President of Conjunctive Points Warner
Development, Inc
General Partner of Conjunctive Points
Warner Development, LLLP
"Assignee"
Dated
By
Name
Title
Cg\CC\Hayden\Wamer Lot\Assignment and Assumption
3 16 06|1010|6 5CONSENT TO ASSIGNMENT AND ASSUMPTION
In reliance upon the assumption by , as Assignee,
of all rights and obligations pursuant to the foregoing Assignment and Assumption Agreement, the
CITY OF CULVER CITY (the "City") does hereby consent to and approve of the assignment of the
rights and obligations by CONJUNCTIVE POINTS WARNER DEVELOPMENT, LLLP, a
Delaware limited liability limited partnership, to Assignee Approval thereof by the City shall not be
construed to relieve or release CONJUNCTIVE POINTS WARNER DEVELOPMENT, LLLP, from
its duty to comply with any of its obligations
CITY OF CULVER CITY
Dated By Jerry Fulwood
Chief Administrative Officer
APPROVED AS TO FORM APPROVED AS TO CONTENT
By By Carol A Schwab
City Attorney
KANE, BALLMER & BERKMAN
Special Counsel
By Murray 0 Kane
Cg\CaHayden \Warner Lot\Assignment and Assumption
3 16 06
Susan Evans
Community Development Director|1010|GC,EXHIBIT "A"
LEGAL DESCRIPTION
All the certain real property located in the City of Culver City, County of Los Angeles, State of
California, described as follows
Lots 30, 31, 32 and 33 of Tract No 13503, in the City of Culver City, as per map recorded in
Book 278 pages 38 and 39 of Maps, in the office of the county recorder of said county
Except the Easterly 21 feet of said lot 33 and the Northerly 25 feet of said lots 30, 31, 32 and 33
APN 4205-023-901Exhibit "C"
Promissory Note
[Behind This Page]
5. 'PROMISSORY NOTE SECURED BY DEED OF TRUST
$2,728,800
March , 2006
8% interest
Culver City, California
RECITALS
A The City and Conjunctive Points Warner Development, LLLP, a Delaware limited liability
limited partnership (the Buyer") have entered into that certain Purchase and Sale Agreement dated
, 2006 (the "Agreement"), which is incorporated herein by this reference, pursuant to
which Buyer has acquired that certain real property located at 8511 Warner Drive, Culver City,
California, and described as set forth in the Deed of Trust securing this Promissory Note (the
"Property")
B In accordance with, subject to, and conditioned on all terms, covenants and conditions of the
Agreement, payment of the Purchase Price Balance, as defined in the Agreement, in the amount of
TWO MILLION SEVEN HUNDRED TWENTY EIGHT THOUSAND AND EIGHT HUNDRED
DOLLARS ($2,728,800 00) shall be made by this Promissory Note in favor of the City Buyer
acknowledges that but for the execution of this Promissory Note, City would not enter into the
Agreement or permit payment of the Balance of the Purchase Price pursuant to this Promissory Note
as contemplated therein Unless otherwise defined in this Note, each capitalized term shall have the
meaning ascribed to such term in the Agreement|109| Principal
For value received, Buyer promises to pay to the order of the City of Culver City 9770
Culver Boulevard, Culver City, CA 90232, or assignee, or at such other place as the City or its
assignee may from time-to-time designate in writing, the principal sum of TWO MILLION SEVEN
HUNDRED TWENTY-EIGHT THOUSAND EIGHT HUNDRED DOLLARS ($2,728,800),
together with accrued interest from the date of this Note on the unpaid principal at the applicable
rate as set forth in Paragraph 4 This Note is issued pursuant to, entitled to the benefits of and
referred to as the promissory note in the Agreement This Note the Deed of Trust, and the
Agreement are sometimes collectively referred to herein as the "City Documents"|109| Payment Dates
Buyer shall not be required to make any payment to the City in respect of this Promissory
Note other than as provided in this Section 2 The entire principal amount of the indebtedness
evidenced by this Promissory Note, with interest, shall be all due and payable as follows (the
"Maturity Date")
COHaydenVamer Lot\Note
3 9 06 (Final)
Page 1 of 4
69a Twenty four (24) months after the Close of Escrow or
b If Buyer defaults under any of the City Documents, and if such default is not cured
within thirty (30) days after notice|109| Interest Rate
The entire principal amount outstanding shall bear simple interest at the rate of eight
percent (8%) per annum Interest shall be payable as provided in Section 2, above|109| Lawful Money
Principal and interest are payable in lawful money of the United States of America|109| Applications of Payments, Late Charges
a All payments to the City shall be applied first to accrued interest, then to reduce the
principal amount owed
b If any payment of interest and/or principal is not received by the City on the due date
thereof then in addition to the remedies conferred upon the City pursuant to paragraph 10 hereof
and the other City Documents, (1) a late charge of four percent (4%) of the amount due and unpaid
will be added to the delinquent amount to compensate the City for the expense of handling the
delinquency and (2) the amount due and unpaid, including the late charge, shall bear interest at the
lesser of the highest annual rate which may lawfully be charged and collected under applicable law
on the obligation evidenced by this Note or an annual rate which shall be four percent (4%) higher
than the Bank of America reference rate computed from the date on which the amount was due and
payable until paid|109| Security
This Note is secured by the First Deed of Trust which Deed of Trust creates a first lien on
that certain real property described therein|109| Event of Default
The occurrence of any of the following shall be deemed to be an event of default ("Event of
Default") hereunder
a Default in the payment of principal or interest or any other amounts when due
pursuant to the terms hereof, or
CCHayden\ Warner Lot\Note
3 9 06 (Final)
Page 2 of 4b The occurrence of Event of Default under the Deed of Trust now or hereafter securing
this Note including any amendment modification or extension thereof, or any of the other City
Documents|109| Remedies
Upon the occurrence of an Event of Default and the expiration of any applicable cure period
therefor, then at the option of the City, the entire balance of principal together with all accrued
interest thereon shall, without demand or notice, immediately become due and payable No delay or
omission on the part of the City in exercising any right under this Note or under any of the other City
Documents shall operate as a waiver of such right|10 9| Waiver
, Buyer hereby waives diligence, presentment, protest and demand, notice of protest dishonor
,|109| and nonpayment of this Note, and expressly agrees that, without in any way affecting the liability of|10109| Buyer hereunder, the City may extend any maturity date or the time for payment of any installment
1 due hereunder, accept additional security, release any party liable hereunder and release any security
now or hereafter securing this Note Buyer further waives, to the full extent permitted by law, the
right to plead any and all statutes of limitations as a defense to any demand on this Note, or on any
deed of trust, security agreement, guaranty or other agreement now or hereafter securing this Note
10 Attorneys' Fees
If this Note is not paid following an Event of Default, Buyer promises to pay all costs of
enforcement and collection, including but not limited to, reasonable attorneys' fees whether or not
any action or proceeding is brought to enforce the provisions hereof
11 Severability
Every provision of this Note is intended to be severable In the event any term or provision
hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason
whatsoever such illegality or invalidity shall not affect the balance of the terms and provisions
hereof which terms and provisions shall remain binding and enforceable
12 Interest Rate Limitation
It is the intent of Buyer and the City in the execution of this Note and all other instruments
securing this Note that the indebtedness evidenced hereby be exempt from the restrictions of the
usury laws of the State of California The City and Buyer stipulate and agree that none of the terms
and provisions contained herein or in any of the City Documents shall ever be construed to create a
contract for the use, forbearance or detention of money requiring payment of interest at a rate in
excess of the maximum interest rate permitted to be charged by the laws of the State of California
In such event, if the City shall collect monies which are deemed to constitute interest which would
COHayden\ Warner Lot\Note
3 9 06 (Final)
Page 3 of 4
‘v. 1otherwise increase the effective interest rate on this Note to a rate in excess of such maximum rate
shall at the option of the City be credited to the payment of the sums due hereunder or returned to
Buyer
13 Number and Gender
In this Note the singular shall include the plural and the masculine shall include the feminine
and neuter gender, and vice versa, if the context so requires
CONJUNCTIVE POINTS WARNER, LLLP, a
Delaware limited liability limited partnership
Date By Frederick N Smith,
President of Conjunctive Points Warner
Development, Inc , General Partner of
Conjunctive Points Warner
Development, LLLP
Date By Its
COHayden\ Warner Lot\Note
3 9 06 (Final)
Page 4 of 4Exhibit "D"
Form of Deed of Trust
[Behind This Page]
673OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 6103
Recording Requested by and
When Recorded Mail to
THE CITY OF CULVER CITY
P 0 Box 507
Culver City, California 90232
Attention Susan Evans, Community Development Director
SPACE ABOVE THIS LINE FOR RECORDER S USE
FIRST DEED OF TRUST,
SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
This First Deed of Trust, Security Agreement and Fixture Filing (With
Assignment of Rents) is made as of , 2006 by CONJUNCTIVE
POINTS WARNER DEVELOPMENT, LLLP, a Delaware limited liability limited
partnership (hereinafter referred to as "Trustor") whose address is 3528 Hayden Avenue,
Culver City, California 90232, to (hereinafter called "Trustee"),
for the benefit of the CITY OF CULVER CITY , a municipal corporation (hereinafter
called "Beneficiary"), whose address is Culver City Hall 9770 Culver Boulevard Culver
City, California 90232-0507
Witnesseth That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to
Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER
WITH RIGHT OF ENTRY AND POSSESSION the following property (the "Trust
Estate")
(a) That certain real property in the City of Culver City,
County of Los Angeles, State of California more particularly described in Exhibit "A"
attached hereto and by this reference made a part hereof (such interest in real property is
hereafter referred to as the "Subject Property"),
(b) All buildings, structures and other improvements now or in
the future located or to be constructed on the Subject Property (the "Improvements"),
(c) all tenements, hereditaments, appurtenances, privileges
franchises and other rights and interests now or in the future benefiting or otherwise
relating to the Subject Property or the Improvements, including easements, rights-of-way
and development rights (the "Appurtenances") (The Appurtenances, together with the
Subject Property and the Improvements are hereafter referred to as the "Real Property"),
Cg\CC\Hayden\WarnerLot\FirstDOT 1
3 13 06 (Final)
of(e) subject to the assignment to Beneficiary set forth in
Paragraph 4 below, all rents issues, income revenues, royalties and profits now or in the
future payable with respect to or otherwise derived from the Trust Estate or the
ownership, use, management, operation leasing or occupancy of the Trust Estate
including those past due and unpaid (the "Rents"),
(0 all present and future right, title and interest of Trustor in
and to all inventory equipment, fixtures and other goods (as those terms are defined in
Division 9 of the California Uniform Commercial Code (the "UCC") and whether
existing now or in the future) now or in the future located at, upon or about, or affixed or
attached to or installed in, the Real Property, or used or to be used in connection with or
otherwise relating to the Real Property or the ownership, use, development, construction,
maintenance, management, operation, marketing, leasing or occupancy of the Real
Property, including furniture, furnishings, machinery, appliances, building materials and
supplies, generators, boilers, furnaces, water tanks, heating ventilating and air
conditioning equipment and all other types of tangible personal property of any kind or
nature, and all accessories, additions, attachments, parts, proceeds, products, repairs
replacements and substitutions of or to any of such property, but not including personal
property that is donated to Trustor (the "Goods," and together with the Real Property, the
"Property"), and
(g) all present and future right, title and interest of Trustor in
and to all accounts, general intangibles, chattel paper, deposit accounts, money,
instruments and documents (as those terms are defined in the UCC) and all other
agreements, obligations, rights and written material (in each case whether existing now or
in the future) now or in the future relating to or otherwise arising in connection with or
derived from the Property or any other part of the Trust Estate or the ownership, use,
development, construction, maintenance, management, operation, marketing, leasing,
occupancy, sale or financing of the property or any other part of the Trust Estate,
including (to the extent applicable to the Property or any other portion of the Trust
Estate) (i) permits, approvals and other governmental authorizations, (n) improvement
plans and specifications and architectural drawings, (in) agreements with contractors
subcontractors suppliers project managers, supervisors, designers architects engineers,
sales agents, leasing agents, consultants and property managers (iv) takeout refinancing
and permanent loan commitments, (v) warranties guaranties, indemnities and insurance
policies together with insurance payments and unearned insurance premiums (vi)
claims, demands, awards, settlements, and other payments arising or resulting from or
otherwise relating to any insurance or any loss or destruction of injury or damage to
trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public
use of any of the Property, (vii) license agreement, service and maintenance agreements
purchase and sale agreements and purchase options, together with advance payments,
security deposits and other amounts paid to or deposited with Trustor under any such
agreements, (yin) reserves, deposits, bonds, deferred payments refunds rebates,
discounts cost savings, escrow proceeds, sale proceeds and other rights to the payment of
money, trade names, trademarks, goodwill and all other types on intangible personal
CMCC\Hayden\WamerLotTirstDOT 2
313 06 (Final)
Co5property of any kind or nature, and (ix) all supplements, modifications, amendments,
renewals extensions, proceeds, replacements and substitutions of or to any of such
property (the "Intangibles")
Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security
interest in all present and future right, title and interest of Trustor in and to all Goods and
Intangibles and all of the Trust Estates described above in which a security interest may
be created under the UCC (collectively, the "Personal Property") This Deed of Trust
constitutes a security agreement under the UCC, conveying a security interest in the
Personal Property to Trustee and Beneficiary Trustee and Beneficiary shall have in
addition to all rights and remedies provided herein, all the rights and remedies of a
"secured party" under the UCC and other applicable California law Trustor covenants
and agrees that this Deed of Trust constitutes a fixture filing under Section 9313 and
9402(6) of the UCC
FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary
may elect, the due, prompt and complete observance, performance and discharge of each
and every condition, obligation, covenant and agreement contained herein or contained in
the following
(a) the Promissory Note executed by Trustor (" "therein), dated as
of March , 2006 (the "Note"),
The Note ( the "Secured Obligation") and all of its terms are incorporated herein by
reference and this conveyance shall secure any and all extensions, amendments,
modifications or renewals thereof however evidenced, and additional advances evidenced
by any note or addendum to the Note and reciting that it is secured hereby
AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
COVENANTS AND AGREES
I That Trustor shall perform the obligations set forth in the Note at the time
and in the manner provided therein,
2 That Trustor shall not permit or suffer the use of any of the property for
any purpose other than the use for which the same was intended at the time this Deed of
Trust was executed
3 That the Secured Obligation is incorporated in and made a part of the
Deed of Trust Upon default of a Secured Obligation, and after the giving of notice and
the expiration of any applicable cure period, the Beneficiary, at its option may exercise
all remedies hereunder, including foreclosure|109| That all rents profits and income from the property covered by this Deed
of Trust are hereby assigned to the Beneficiary for the purpose of discharging the Secured
Cg\CC\Hayden\WamerLot\FirstDOT 3
3 13 06 (Final)
66.Obligation Permission is hereby given to Trustor so long as no default exists hereunder
after the giving of notice and the expiration of any applicable cure period, to collect such
rents, profits and income
5 That upon default hereunder or under the aforementioned agreements, and
after the giving of notice and the expiration of any applicable cure period, Beneficiary
shall be entitled to the appointment of a receiver by any court having jurisdiction, without
notice, to take possession and protect the property described herein and operate same and
collect the rents, profits and income therefrom,
6 That Trustor will keep the improvements now existing or hereafter erected
on the property insured against loss by fire and such other hazards casualties and
contingencies as may reasonably be required in writing from time to time by the
Beneficiary, and all such insurance shall be evidenced by standard fire and extended
coverage insurance policy or policies In no event shall the amounts of coverage be less
than 100 percent of the insurable value of the Property Such policies shall be endorsed
with standard mortgage clause with loss payable to the Beneficiary and certificates
thereof together with copies of original policies shall be deposited with the Beneficiary,
7 To pay, at least 10 days before delinquency, any taxes and assessments
affecting said Property, to pay, when due, all encumbrances, charges and liens, with
interest, on said Property or any part thereof which appear to be prior or superior hereto,
and to pay all costs, fees, and expenses of this Trust Notwithstanding anything to the
contrary contained in this Deed of Trust, Trustor shall not be required to pay and
discharge any such tax, assessment, charge or levy so long as Trustor is contesting the
legality thereof in good faith and by appropriate proceedings, and Trustor has adequate
funds to pay any liabilities contested pursuant to this Section 7
8 To keep said property in good condition and repair, subject to ordinary
wear and tear, casualty and condemnation not to remove or demolish any buildings
thereon, to complete or restore promptly and in good and workmanlike manner any
building which may be constructed, damaged, or destroyed thereon and to pay when due
all claims for labor performed and materials furnished therefor, to comply with all laws
affecting said property or requiring any alterations or improvements to be made thereon
(subject to Trustor's right to contest the validity or applicability of laws or regulations)
not to commit or permit waste thereof, not to commit, suffer or permit any act upon said
property in violation of law and/or covenants conditions and/or restrictions affecting said
property not to permit or suffer any material alteration of or addition to the buildings or
improvements hereafter constructed in or upon said property without the consent of the
Beneficiary,
9 To appear in and defend any action or proceeding purporting to affect the
security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and
expenses, including cost of evidence of title and reasonable attorney's fees in a reasonable
sum in any such action or proceeding in which Beneficiary or Trustee may appear,
Cg\CC\Hayden\WamerLot\FirstDOT 4
3 13 06 (Final)10 Should Trustor fail, after the giving of notice and the expiration of any
applicable cure period, to make any payment or do any act as herein provided then
Beneficiary or Trustee, but without obligation so to do and without notice to or demand
upon Trustor and without releasing Trustor from any obligation hereof, may make or do
the same in such manner and to such extent as either may deem necessary to protect the
security hereof Following default, after the giving of notice and the expiration of any
applicable cure period, Beneficiary or Trustee being authorized to enter upon said
property for such purposes, may commence, appear in and/or defend any action or
proceeding purporting to affect the security hereof or the rights or powers of Beneficiary
or Trustee, may pay, purchase contest, or compromise any encumbrance, charge, or hen
which in the judgment of either appears to be prior or superior hereto, and, in exercising
any such powers, may pay necessary expenses, employ counsel, and pay such counsel's
reasonable fees,
11 Beneficiary shall have the right to pay fire and other property insurance
premiums when due should Trustor fail to make any required premium payments All
such payments made by the Beneficiary shall be added to the indebtedness and
obligations secured hereby,
12 To pay immediately and without demand all sums so expended by
Beneficiary or Trustee, under permission given under this Deed of Trust, with interest
from date of expenditure at the maximum rate permitted by law
13 That upon the failure of Trustor, after the giving of notice and the
expiration of any applicable cure period, to keep and perform all the covenants,
conditions, and agreements of said Purchase and Sale Agreement the entire indebtedness
evidenced by the Note shall at the option of the Beneficiary of this Deed of Trust become
due and payable, anything contained herein to the contrary notwithstanding,
14 Trustor further covenants that it will not voluntarily create, suffer, or
permit to be created against the property subject to this Deed of Trust any hen or liens
except as authorized by Beneficiary and further that they will keep and maintain the
property free from the claims of all persons supplying labor or materials which will enter
into the construction of any and all buildings now being erected or to be erected on said
premises Notwithstanding anything to the contrary contained in this Deed of Trust,
Trustor shall not be obligated to pay any claims for labor, materials or services which
Trustor in good faith disputes and is diligently contesting, provided that Trustor shall, at
Beneficiary's written request, within thirty (30) days after the filing of any claim or lien
(but in any event and without any requirement that Beneficiary must first provide a
written request prior to foreclosure) record in the Office of the Recorder of Los Angeles
County, a surety bond in an amount one-and-one-half (11/2) times the amount of such
claim item to protect against a claim of lien, or provide such other security reasonably
satisfactory to Beneficiary,
15 That any and all improvements made or about to be made upon the
premises covered by the Deed of Trust, and all plans and specifications, comply with all
Cg\CC\HayderAWarnerLot\FIrstDOT 5
3 13 06 (Final)
‘Sapplicable municipal ordinances and regulations and all other applicable regulations
made or promulgated, now or hereafter, by lawful authority and that the same will upon
completion comply with all such municipal ordinances and regulations and with the rules
of the applicable fire rating or inspection organization bureau association or office,
16 Trustor herein agrees to pay to Beneficiary or to the authorized loan
servicing representative of the Beneficiary a reasonable charge for providing a statement
regarding the obligation secured by this Deed of Trust as provided by Section 2954
Article 2, Chapter 2 Title 14, Division 3, of the California Civil Code
IT IS MUTUALLY AGREED THAT
17 Should the property or any part thereof be taken or damaged by reason of
any public improvement or condemnation proceeding, or damaged by fire, or earthquake,
or in any other manner, Beneficiary shall be entitled to all compensation, awards, and
other payments or relief therefor which are not used to reconstruct, restore or otherwise
improve the property or part thereof that was taken or damaged, and shall be entitled at
its option to commence appear in and prosecute in its own name, any action or
proceedings, or to make any compromise or settlement in connection with such taking or
damage All such compensation awards, damages, rights of action and proceeds which
are not used to reconstruct restore or otherwise improve the property or part thereof that
was taken or damaged, including the proceeds of any policies of fire and other insurance
affecting said property, are hereby assigned to Beneficiary After deducting therefrom all
its expenses, including reasonable attorney's fees, the balance of the proceeds which are
not used to reconstruct, restore or otherwise improve the property or part thereof that was
taken or damaged, shall be applied to the amount due under the Note secured hereby
Notwithstanding anything to the contrary contained herein, if such taking or damage does
not materially affect the operation of the Property, so long as the value of the
Beneficiary's lien is not impaired, any insurance or condemnation proceeds shall go to
the Trustor No amount applied to the reduction of the principal shall relieve the Trustor
from making regular payments as required by the Note,
18 Upon default by Trustor in making any payments provided for herein or
upon default by Trustor in performing any of the obligations set forth in the Note secured
hereby or if Trustor shall fail to perform any covenant or agreement in this Deed of Trust
within 30 days after written demand therefor by Beneficiary (or, in the event that more
than 30 days is reasonably required to cure such default, should Trustor fail to promptly
commence such cure, and diligently prosecute same to completion) after the giving of
notice and the expiration of any applicable cure period Beneficiary may declare all sums
secured hereby immediately due and payable by delivery to Trustee of written declaration
of default and demand for sale, and of written notice of default and of election to cause
the property to be sold, which notice Trustee shall cause to be duly filed for record and
Beneficiary may foreclose this Deed of Trust Beneficiary shall also deposit with Trustee
this Deed of Trust, the Note and all documents evidencing expenditures secured hereby,
CMCC\Hayden\WamerLotWirstDOT 6
3 13 06 (Final)
019 After the lapse of such time as may then be required by law following the
recordation of said notice of default and notice of sale having been given as then
required by law, Trustee without demand on Trustor, shall sell said property at the time
and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in
such order as it may determine at public auction to the highest bidder for cash in lawful
money of the United States, payable at time of sale Trustee may postpone sale of all or
any portion of said property by public announcement at the time and place of sale, and
from time to time thereafter may postpone the sale by public announcement at the time
and place of sale, and from time to time thereafter may postpone the sale by public
announcement at the time fixed by the preceding postponement Trustee shall deliver to
the purchaser its Deed conveying the property so sold, but without any covenant or
warranty, express or implied The recitals in the Deed of any matters or facts shall be
conclusive proof of the truthfulness thereof Any person including Trustor, Trustee or
Beneficiary, may purchase at the sale The Trustee shall apply the proceeds of sale to
payment of (1) the expenses of such sale, together with the reasonable expenses of this
trust including therein reasonable Trustee's fees or attorney's fees for conducting the sale,
and the actual cost of publishing, recording, mailing and posting notice of the sale, (2) the
cost of any search and/or other evidence of title procured in connection with such sale
and revenue stamps on Trustee's Deed, (3) all sums expended under the terms hereof, not
then repaid, with accrued interest at the maximum rate permitted by law, (4) all other
sums then secured hereby, and (5) the remainder, if any, to the person or persons legally
entitled thereto,
20 Beneficiary may from time to time substitute a successor or successors to
any Trustee named herein or acting hereunder to execute this Trust Upon such
appointment and without conveyance to the successor trustee, the latter shall be vested
with all title, powers, and duties conferred upon any Trustee herein named or acting
hereunder Each such appointment and substitution shall be made by written instrument
executed by Beneficiary, containing reference to this Deed of Trust and its place of
record which, when duly recorded in the proper office of the county or counties in which
the property is situated, shall be conclusive proof of proper appointment of the successor
trustee,
21 The pleading of any statute of limitations as a defense to any and all
obligations secured by this Deed of Trust is hereby waived to the full extent permissible
by law
22 Upon written request of Beneficiary stating that all sums secured hereby
have been paid and all obligations secured hereby have been satisfied, and upon surrender
of this Deed of Trust and the Note to Trustee for cancellation and retention and upon
payment of its fees, Trustee shall reconvey, without warranty, the property then held
hereunder The recitals in such reconveyance of any matters or fact shall be conclusive
proof of the truthfulness thereof The grantee in such reconveyance may be described as
"the person or persons legally entitled thereto",
23 The trust created hereby is irrevocable by Trustor
Cg\CC\Hayden\WamerLot\FirstDOT 7
313 06 (Final)
1024 This Deed of Trust applies to, inures to the benefit of and binds all parties
hereto, their heirs, legatees devisees, administrators, executors successors, and assigns
The term "Beneficiary" shall include not only the original Beneficiary hereunder but also
any future owner and holder including pledgees, of the Note secured hereby In this
Deed of Trust, whenever the context so requires, the masculine gender includes the
feminine and/or neuter, and the singular number includes the plural All obligations of
Trustor hereunder are Joint and several,
25 Trustee accepts this Trust when this Deed of Trust duly executed and
acknowledged, is made public record as provided by law Except as otherwise provided
by law the Trustee is not obligated to notify any party hereto of pending sale under this
Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee
shall be a party unless brought by Trustee,
26 The undersigned Trustor requests that a copy of any notice of default and
of any notice of sale hereunder be mailed to Trustor at the address set forth in the first
paragraph of this Deed of Trust
27 Trustor agrees at any time and from time to time upon receipt of a written
request from Beneficiary, to furnish to Beneficiary detailed statements in writing of
income, rents, profits, and operating expenses of the premises, and the names of the
occupants and tenants in possession, together with the expiration dates of their leases, and
the rents provided for by such leases, and such other information regarding the premises
and their use as may be requested by Beneficiary
28 Trustor agrees that the Secured Obligation is given in consideration for the
City financial assistance provided by Beneficiary described in the Purchase and Sale
Agreement and the Note, and that the City financial assistance is being provided
expressly for the purpose of providing partial financing of the acquisition costs of the
property as provided in the Purchase and Sale Agreement
29 Trustor agrees that, except as otherwise provided in the Note, upon sale or
refinancing of the property the entire indebtedness secured by this Deed of Trust shall at
the option of Beneficiary be immediately due and payable
30 Notwithstanding specific provisions of this Deed of Trust, times of
performance under this Deed of Trust may be extended in writing by the Beneficiary and
Trustor
31 If the rights and liens created by this Deed of Trust shall be held by a court
of competent jurisdiction to be invalid or unenforceable as to any part of the obligations
described herein, the unsecured portion of such obligations shall be completely
performed and paid prior to the performance and payment of the remaining and secured
portion of the obligations, and all performance and payments made by Trustor shall be
Cg\CC\Hayden\WamerLot\FirstDOT 8
3 13 06 (Final)|1010|1considered to have been performed and paid on and applied first to the complete payment
of the unsecured portion of the obligations
32 (a) Subject to the extensions of time set forth in Section 30, and
subject to the further provisions of this Section 32, failure or delay by Trustor to perform
any term or provision respectively required to be performed under the Note, or this Deed
of Trust constitutes a default under this Deed of Trust
(b) Beneficiary shall give written notice of default to Trustor,
specifying the default complained of by the Beneficiary Delay in giving such notice
shall not constitute a waiver of any default
(c) Any failures or delays by Beneficiary in asserting any of its rights
and remedies as to any default shall not operate as a waiver of any default or of any such
rights or remedies Delays by Beneficiary in asserting any of its rights and remedies shall
not deprive Beneficiary of its right to institute and maintain any actions or proceedings
which it may deem necessary to protect assert, or enforce any such rights or remedies
(d) If a monetary event of default occurs under the terms of the Note
or this Deed of Trust, prior to exercising any remedies hereunder or thereunder
Beneficiary shall give Trustor written notice of such default Trustor shall have a
reasonable period of time after such notice is given within which to cure the default prior
to exercise of remedies by Beneficiary under the Note and/or this Deed of Trust, but in no
event more than thirty (30) calendar days after the date the first written notice of default
is received or deemed received by Trustor In no event shall Beneficiary be precluded
from exercising remedies if its security becomes or is about to become materially
impaired by any failure to cure a default or the default is not cured within fifteen (15)
calendar days after the written notice of default is received or deemed received
(e) If a non-monetary event of default occurs under the terms of the
Note or this Deed of Trust, prior to exercising any remedies hereunder or thereunder,
Beneficiary shall give Trustor notice of such default If the default is reasonably capable
of being cured within thirty (30) calendar days after such notice is received or deemed
received, Trustor shall have such period to effect a cure prior to exercise of remedies by
the Beneficiary under the Note and/or this Deed of Trust If the default is such that it is
not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates
corrective action within said period and (n) diligently and in good faith works to effect a
cure as soon as possible, then Trustor shall have such additional time as is reasonably
necessary to cure the default prior to exercise of any remedies by Beneficiary but in no
event more than ninety (90) days after the first written notice of default is received or
deemed received by Trustor In no event shall Beneficiary be precluded from exercising
remedies if its security becomes or is about to become materially jeopardized by any
failure to cure a default or the default is not cured within ninety (90) days after the notice
of default is received or deemed received
Cg\CC\Hayden\WamerLot\FirstDOT 9
3 13 06 (Final)
-1
1/(f
) Any notice of default that is transmitted by electronic facsimile
transmission followed by delivery of a "hard" copy, shall be deemed delivered upon its
transmission, any notice of default that is personally delivered (including by means of
professional messenger service, courier service such as United Parcel Service or Federal
Express, or by U S Postal Service), shall be deemed received on the documented date of
receipt by Trustor, and any notice of default that is sent by registered or certified mail,
postage prepaid, return receipt required shall be deemed received on the date of receipt
thereof
33 Subject to the provisions and limitations of this Section 33 the obligation
to repay the purchase money indebtedness evidenced by the Note is a non-recourse
obligation of the Trustor Trustor shall not have any personal liability for repayment of
the indebtedness, except as provided in this Section 33 The sole recourse of Beneficiary
shall be the exercise of its rights against the Property and any related security for the
indebtedness Provided, however, that the foregoing shall not (a) constitute a waiver of
any obligation evidenced by the Note or this Deed of Trust, (b) limit the right of the
Beneficiary to name Trustor as a party defendant in any action or suit for judicial
foreclosure and sale under this Deed of Trust or any action or proceeding hereunder so
long as no judgment in the nature of a deficiency judgment shall be asked for or taken
against Trustor, (c) release or impair this Deed of Trust, (d) prevent or in any way hinder
Beneficiary from exercising, or constitute a defense, an affirmative defense, a
counterclaim, or other basis for relief in respect of the exercise of, any other remedy
against the mortgaged Property or any other instrument securing the Note or as
prescribed by law or in equity in case of default, (e) prevent or in any way hinder
Beneficiary from exercising, or constitute a defense, an affirmative defense, a
counterclaim, or other basis for relief in respect of the exercise of, its remedies in respect
of any deposits, insurance proceeds, condemnation awards or other monies or other
collateral or letters of credit securing the Note (f) relieve Trustor of any of its obligations
under any indemnity delivered by Trustor to Beneficiary, or (g) affect in any way the
validity of any guarantee or indemnity from any person of all or any of the obligations
evidenced and secured by the Note and this Deed of Trust The foregoing provisions of
this paragraph are limited by the provision that in the event of the occurrence of a default,
Trustor and its successors and assigns shall have personal liability hereunder for any
deficiency judgment but only if and to the extent Trustor its principals, shareholders,
partners or its successors and assigns received rentals, other revenues or other payments
or proceeds in respect of the mortgaged Property, which rentals, other revenues or other
payments or proceeds have not been used for the payment of ordinary and reasonable
operating expenses of the mortgaged Property ordinary and reasonable capital
improvements to the mortgaged Property debt service, real estate taxes in respect of the
mortgaged Property and basic management fees, but not incentive fees payable to an
entity or person unaffiliated with Trustor in connection with the operation of the
mortgaged Property, which are then due and payable Nothing contained in this Section
is intended to restrict in any way any right the Beneficiary may have to recover directly
from Trustor or from any other party
Cg\CC\Hayden\WamerLotTirstDOT 10
313 06 (Final)(a) any damages costs and expenses incurred by Beneficiary as a result of
intentional fraud or any criminal act or acts of Trustor or any partner, shareholder
officer director or employee of Trustor, or of any member or general or limited partner
of Trustor, or of any general or limited partner of such member or general or limited
partner,
(b) any damages, costs and expenses incurred by Beneficiary as a result of
any intentional misappropriation of funds by Trustor from rents and revenues from the
operation of the Project, or proceeds of insurance policies or condemnation proceeds,
(c) any and all amounts owing by Trustor pursuant to the indemnification
regarding Hazardous Substances pursuant to the Purchase and Sale Agreement, and
(d) all court costs and attorneys' fees reasonably incurred in enforcing or
collecting upon any of the foregoing exceptions (provided that Beneficiary shall pay
Trustor's reasonable court costs and attorneys' fees if Trustor is the prevailing party in
any such enforcement or collection action)
[[NTENTIONALLY BLANK]
Cg\CC\Hayden\WamerLot\FirstDOT
11
3 13 06 (Final)
-114IN WITNESS WHEREOF Trustor has executed this Deed of Trust as of the day
and year set forth above
CONJUNCTIVE POINTS WARNER
DEVELOPMENT, LLLP a Delaware limited
liability limited partnership
By Frederick N Smith,
President of Conjunctive Points Warner
Development, Inc , General Partner of
Conjunctive Points Warner Development
LLLP
Cg\CC\Hayden\WamerLot\FirstDOT
12
3 13 06 (Final)
75STATE OF CALIFORNIA )
)
SS
COUNTY OF LOS ANGELES )
On before me , personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies) and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument
WITNESS my hand and official seal
Signature Cg\CC\Hayden\WamerLot\FirstDOT 13
3 13 06 (Final)
1(pSTATE OF CALIFORNIA )
)
SS
COUNTY OF LOS ANGELES )
On before me, , personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of
which the person(s) acted executed the instrument
WITNESS my hand and official seal
Signature Cg\CC\Hayden\WarnerLot\FirstDOT 14
3 13 06 (Final)
-(7EXHIBIT "A"
LEGAL DESCRIPTION
Real property in the City of Culver City, County of Los Angeles State of California,
described as follows
Lots 30, 31, 32 and 33 of Tract No 13503, in the City of Culver City, as per map
recorded in Book 278 pages 38 and 39 of Maps in the office of the county recorder of
said county
Except the Easterly 21 feet of said lot 33 and the Northerly 25 feet of said lots 30, 31, 32
and 33
APN 4205-023 901
Cg\CC\Hayden\WamerLoffirstDOT
15
3 13 06 (Final)
-12Exhibit "E"
Form of Grant Deed
[Behind This Page]
'11GRANT DEED
OFFICIAL BUSINESS
Document entitled to free
recording per Government Code
Section 6103
Recording Requested By
THE CITY OF CULVER CITY
P0 Box 507
Culver City, California 90232
Attention Susan Evans, Community Development Director
When Recorded Mail to and
Mail Tax Statements to
CONJUNCTIVE POINTS WARNER DEVELOPMENT, LLLP
c/o Goodson Wachtel and Petrulis a Professional Corporation
10940 Wilshire Boulevard, Suite 1400
Los Angeles CA 90024
Attn Edward W Wachtel, Esq
SPACE ABOVE THIS LINE FOR RECORDER S USE
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, the CITY OF CULVER CITY, a municipal corporation, herein called
"Grantor," hereby grants to CONJUNCTIVE POINTS WARNER DEVELOPMENT,
LLLP, a Delaware limited liability limited partnership herein called 'Grantee," the real
property described in the legal description attached hereto as Exhibit A and incorporated
herein by this reference (the Site ) in accordance with and subject to the covenants,
conditions and restrictions set forth in this Grant Deed
This Grant Deed is made pursuant to that certain Purchase and Sale Agreement
(the "Agreement") dated , 2006 among the Grantor and Grantee, which
is a public record on file at the offices of the Grantor and is incorporated herein by this
reference
cg\cc\ hayden\warnerlot\ grant deed
3 10 06 (Final)|1010|20All capitalized terms in this Grant Deed shall have the meanings ascribed to them
in the Agreement unless indicated to the contrary herein
NOW, THEREFORE, Grantor and Grantee agree as follows
1 Grantor excepts and reserves its title and interest in that certain portion of the
Property encumbered by the Metropolitan Transportation Authority easement (the
"Railroad Easement") abutting the Property, any existing public street, proposed street, or
portion of any public street or proposed street lying outside the boundaries of the property
which might otherwise pass with a conveyance of the Property
2 Public Parking Covenants Grantee hereby covenants and agrees on behalf of
itself and any successors and assigns in the Site or any portion thereof or any
improvements thereon or any interest therein that Grantee, such successors and assigns
shall perform all obligations under the Public Parking Covenants The Site is conveyed
to Grantee pursuant to this Grant Deed and subject to the Public Parking Covenants
3 Obligation to Refrain from Discrimination There shall be no discrimination
against or segregation of any person, or group of persons, on account of race color,
creed, religion, sex, marital status, national origin or ancestry in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall
the Grantee itself, or any person claiming under or through the Grantee, 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 Site
4 Form of Nondiscrimination and Nonsegregation Clauses The Grantee shall
refrain from restricting the rental, sale or lease of the Site or improvements thereon, or
any portion thereof, on the basis of race, color, creed, religion, sex, marital status,
ancestry or national origin of any person All deeds, leases or contracts for the sale,
lease, sublease, transfer, use, occupancy tenure or enjoyment of the Site or
improvements thereon, or any portion thereof, shall contain or be subject to substantially
the following nondiscrimination or nonsegregation clauses
a In deeds "The grantee herein covenants by and for itself its heirs,
executors administrators and assigns and all persons claiming under or through it, that
there shall be no discrimination against or segregation of, any person or group of persons
on account of race, color, creed religion sex, marital status, national origin or ancestry
in the sale, lease, sublease, transfer use, occupancy, tenure or enjoyment of the premises
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 segregation with
reference to the selection, location, number, use or occupancy of tenants lessees,
cg\calayden\wamerlot\grant deed
3 10 06 (Final)
2subtenants, 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 heirs,
executors, administrators and assigns, and all persons claiming under or through it, 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 race, color, creed, religion, sex marital status national
origin or ancestry in the leasing, subleasing, transferring use, occupancy, tenure or
enjoyment of the premises herein leased, nor shall the lessee itself, or any person
claiming under or through it, establish or permit 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 race, color, creed religion sex, marital
status, national origin or ancestry in the sale, lease, sublease transfer, use, occupancy,
tenure or enjoyment of the land, nor shall the transferee 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 land"|109| Transfers
a Until the expiration of that date which is ten (10) years after the
recordation of the Grant Deed (the "Restricted Period"), the Grantee shall not assign or
attempt to assign the Agreement or any right therein with respect to the Site nor make
any total or partial sale, transfer, conveyance or assignment in any mode or form of all or
any part of the Site or the improvements thereon, or any interest therein nor shall there
be any Significant Change ( as defined below) in the ownership of the Grantee or with
respect to the identity of the parties in control of the Grantee or the degree of such
control by any method or means (other than such changes occasioned by the death or
incapacity of any individual), (collectively, 'Transfer' ), without the prior written
approval of the Grantor which approval shall not be unreasonably delayed or withheld
For purposes of this Grant Deed a Significant Change' in ownership of the Grantee
means (a) a change in ownership of more than forty-nine percent (49%) or more of the
equity interests in the Grantee, or (b) any change in ownership of the equity interests of
the Grantee no matter how small, if the result thereof is a change in control of Grantee
The term "control as used in the immediately preceding sentence shall mean the power
to direct the management It shall be a presumption that control with respect to a
corporation or limited liability company is the right to exercise, directly or indirectly,
fifty one percent (51%) or more of the voting rights attributable to the controlled
corporation or limited liability company, and, with respect to any individual, partnership,
trust, or other entity or association, "control' is the possession, indirectly or directly, of
cg\cc\hayden\wamerlot\grant deed
3 10 06 (Final)|1010|29-the power to direct or cause the direction of the management or policies of the controlled
entity The Grantor shall not in any event approve any Transfer unless the proposed
Transferee is determined by the Grantor to have qualifications equal to or better than the
original Grantee as of the date of the Agreement in all material respects, including but not
limited to (i) financial strength, (ii) experience in the successful operation, management
and marketing of commercial improvements, (in) reputation and (iv) the ability to
perform all of the agreements undertakings, and covenants of the Agreement, this Grant
Deed, the Public Parking Covenants and all other agreements entered into by the Grantee
which relate to the development management, operation, and maintenance of the Site
and of the improvements thereon
Notwithstanding the foregoing, Grantor acknowledges that Grantee may desire to
obtain equity participation to assist in financing its activities under the Agreement The
Grantor (by its Chief Administrative Officer (the "CAO"), or his designee) hereby agrees
to approve the inclusion of such equity participation by Grantee, whether by addition to
Grantee entity, assignment of the Agreement to a new entity of which the equity
participant is a part, or similar mechanism, provided that the CAO (or his designee)
determines that (1) Grantee or an Affiliate retains the controlling ownership and
management position in the changed entity, (2) the changed entity is at least comparable
in all material respects (experience, character and financial capability) to Grantee before
the change, and (3) the change is otherwise consistent with the Agreement The
documents implementing any such change shall be satisfactory and subject to the prior
written approval of the CAO (or his designee) which shall not be unreasonably withheld
The Grantee shall promptly notify the Grantor of any and all significant changes
whatsoever in the identity of the parties in ownership or control of the Grantee or the
degree thereof, of which it or any of its officers have been notified or otherwise have
knowledge or information Any entity formation agreements and documents (or changes
therein) related to a Transfer, as well as the agreements and documents effectuating any
Transfer, shall be subject to the approval of the Grantor in connection with its approval of
the Transfer
b To assist the Grantor in determining whether or not the proposed
Transferee is so qualified the Grantee shall furnish to the Grantor at no expense to the
Grantor prior to that Transfer, detailed and complete financial statements of the proposed
Transferee, audited by an accountant, together with detailed and complete information
about the business of the proposed Transferee including its experience in developing and
operating improvements of the type to be constructed on the Site, the use to be made of
the Site and the improvements thereon by the proposed Transferee projections by the
proposed Transferee of the sources of funds to be used to pay any indebtedness that the
proposed Transferee will assume or take subject to, or agree to pay in connection with
the Transfer and other claims on and requirements for those funds together with any
other information the Grantor may reasonably require to assist the Grantor in determining
whether or not the proposed Transferee is so qualified To the extent the Transferee
cecamyden\wamerlot\grant deed
3 10 06 (Final)|1010|23and/or their respective principals do not have audited and/or certified financial
statements the Transferee and/or their respective principals may submit other
independent, documentary evidence reasonably satisfactory to the Grantor of their
respective financial capability, such as tax returns and financial statements which have
been certified to by the applicable person or entity as being true and correct copies To
the greatest extent permitted by law, if the Grantee or such Transferee provides the
Grantor with any proprietary financial information relating to a proposed Transferee, the
Grantor shall not, without the Grantee s prior written consent disclose or make any such
financial information available to the public
c Approval by the Grantor of any Transfer shall be conditioned upon such
assignee, conveyee or transferee (collectively "Transferee") agreeing, in writing, to
assume the rights and obligations thereby transferred and to keep and perform all
covenants, conditions and provisions of the Agreement, this Grant Deed, and the Public
Parking Covenants as applicable
d The limitations on Transfer contained in this Section shall not be deemed
to apply to or prevent nor shall the Grantor's approval be required under this Section in
connection with, the granting of any security interest expressly permitted under the
Agreement, nor the exercise by any mortgagee of its right to foreclose its mortgage by
power of sale or judicial foreclosure, nor any Transfer of an interest by a mortgagee
having acquired the Grantee's interest in the Site as a result of its rights under the
mortgage, or by any successor to the mortgagee whose interest shall have been acquired
by, through or under any mortgage or shall have been derived immediately from any
holder thereof, nor any reasonable granting of limited easements or permits to facilitate
the development of the Site as contemplated by the Agreement Notwithstanding the
foregoing provisions of this paragraph d, the limitations on Transfer contained in this
Section shall apply to any mortgagee who acquires its interest in the Site or the
improvements thereon other than by the exercise of its rights pursuant to the mortgage or
deed in lieu of foreclosure
e The prohibitions contained in this Paragraph 5 shall not apply to an
encumbrance permitted by Paragraph 6 The prohibition against transfer contained herein
above shall not apply to the Site or any portion thereof subsequent to the expiration of
the Restricted Period This prohibition shall not be deemed to prevent the granting of
easements or permits to facilitate the development of the Site, tenant leases for
occupancy, nor shall it prohibit granting any security interests expressly described in the
Agreement for financing the acquisition and development of the Site or portion thereof
f Any purported Transfer shall be null and void unless it complies with the
terms of this Section
g
In the event Grantee does assign the Agreement or any of the rights
therein, or does sell, transfer, convey or assign the Site, or portion thereof, or the
buildings or structures thereon prior to the expiration of the Restricted Period without the
egkeThayden\wamerlot\grant deed
3 10 06 (Final)|1010|V-Grantor s approval Grantor shall be entitled to the amount of the consideration payable
for such unapproved sale transfer conveyance or assignment plus the reasonable
transaction costs of such sale transfer, conveyance or assignment to the extent such
consideration exceeds the Purchase Price plus predevelopment and acquisition costs and
the cost of improvements and development theretofore made to the Site, or portion
thereof, including carrying charges and costs related thereto Such excess consideration
payable for any such unapproved sale, transfer, conveyance or assignment shall belong
and be paid to Grantor and until so paid Grantor shall have a lien on the Site, or portion
thereof, for such amount Any such lien shall be subordinate and subject to mortgages,
deeds of trust, or other security instruments executed for the sole purpose of obtaining
funds to purchase and develop the Site, or portion thereof, as authorized herein
In the absence of specific written agreement by Grantor, no such sale transfer,
conveyance or assignment of the Agreement or the Site, or any portion thereof, or
approval by Grantor of any such sale, transfer, conveyance or assignment, prior to the
expiration of the Restricted Period shall be deemed to relieve Grantee or any other party
from any obligations under the Agreement On any such sale, transfer, conveyance or
assignment subsequent to the expiration of the Restricted Period, Grantee shall be
released from all obligations and liability under this Grant Deed and the Agreement
Notwithstanding anything to the contrary contained herein, in this subsection g
of Section 5, Grantee shall have the right, upon written notice to Grantor at least fifteen
(15) days before the consummation of any such transaction (but without any requirement
for prior consent) to assign its rights under the Agreement and to convey the Site, and the
improvements located thereon to an Affiliated Entity (as defined below), provided that
the assignee assumes in writing and without qualification all of the obligations and
liabilities of Grantee under the Agreement and any related instruments For purposes
hereof, an "Affiliated Entity" will be any entity which is (i) wholly-owned by Grantee (or
its constituent members) and the general partner of Grantee remains the same, (ii) results
from Grantee going public, or reorganizing or merging with another entity, provided,
however, an entity will not constitute an Affiliated Entity unless Laurie M Smith and
Frederick N Smith or their heirs have primary control (51%) over the day-to-day
operations of such entity or (iii) a limited liability company or limited partnership
provided that Laurie M Smith and Frederick N Smith or their testamentary
representatives retain not less than fifty-one percent (51%) ownership interest in said
entity and in all events the controlling voting interest of all actions taken by that entity
h Subject to the Grantee s right to grant limited easements or permits to
facilitate the development of the Site as contemplated by the Agreement without limiting
any of the provisions of this Section, as a further limitation on Transfers, the Grantee may
only Transfer the Grantee's entire interest in the Site and the Improvements thereon as a
whole and may not subdivide the Site or the improvements thereon without the prior
written approval of the City, which the City may grant or withhold in its reasonable
discretion
cgkethayden\wamerlot\grant deed
3 10 06 (Final)|1010|0i All costs incurred by the Grantor to review any Transfer proposed by the
Grantee as reasonably necessary to close any Transfer shall be paid by the Grantee With
respect to each Transfer, the Grantee shall deliver a retainer to the City in the sum of Five
Thousand Dollars ($5,000), to be applied to the payment of the Grantor's costs The
administrative costs of the Grantor shall be charged at the actual cost The costs of the
Grantor for consultants or legal services required for providing such assistance shall be
the actual sums billed to the Grantor for such consulting or legal services All such costs
in excess of Five Thousand Dollars ($5,000) shall be paid within ten (10) days after
written request therefor by the City If such costs incurred by the Grantor for a Transfer
equal less than Five Thousand Dollars ($5,000), the balance shall be refunded promptly
following the closing
J
Intentionally Left Blank
k No Transfer shall relieve the Grantee from any of its obligations under the
Agreement, this Grant Deed, and the Public Parking Covenants
1 The prohibitions against transfer set forth in this Paragraph 5 shall be
secured by a Restrictions Deed of Trust recorded contemporaneously with the recordation
of this Grant Deed In the event of a Take Out Loan, Construction Loan, or Permanent
Loan as permitted by Paragraph 6, Grantor shall subordinate its rights under the
Restrictions Deed of Trust to said lender's deed of trust for the Take Out Loan,
Construction Loan or Permanent Financing|109| No Encumbrances except Mortgages, Deeds of Trust, or Other Conveyance for
Financing the Payment of Purchase Price Balance
a Until the expiration of the Restricted Period mortgages, deeds of trust, or
any other form of conveyance required for any reasonable method of financing are
permitted, but only for the purpose of securing loans of funds to be used only for
financing the acquisition of the Site, and the construction thereon of improvements, and
any other expenditures necessary and appropriate to develop the Site in accordance with
this Agreement, including without limitation the project costs The Grantee shall not
enter into any mortgage or deed of trust without the prior written consent of the Grantor
which the Grantor shall not unreasonably withhold or delay if the Grantee submits
evidence satisfactory to the Grantor demonstrating (1) that the mortgage, deed of trust or
other security instrument is consistent with the provisions of this Agreement provides an
adequate amount of funds for the acquisition and development of the Site and will close
concurrently with the Close of Escrow under the Agreement, and (2) the mortgage, deed
of trust or other security instrument expressly acknowledges that the rights of any holder
or person acquiring title through or following foreclosure are subordinate and subject to
the provisions of this Grant Deed and the Public Parking Covenants The Grantor's
consent shall not be required if Grantee enters into a mortgage or deed of trust loan made
solely for the purpose of paying off the Purchase Price Balance in the amount of Two
cg\ccthayden\wamerlot\grant deed
3 10 06 (Final)|1010|SGMillion Seven Hundred Twenty-Eight Thousand Eight Hundred Dollars ($2 728 800 00)
which is secured by a First Deed of Trust recorded contemporaneously with the
recordation of this Grant Deed, and interest and predevelopment costs related thereto
("Take Out Loan"), provided, however, Grantor shall have the right to review and
reasonably approve the amount of the Take Out Loan and the purposes for which the
funds are requested to satisfy Grantor that the Loan amounts will be used for the payment
of principal interest and related predevelopment costs The words "mortgage' and 'deed
of trust" as used herein include all other modes of financing real estate acquisition,
construction, and land development In order to satisfy the requirements of this
paragraph 6 Grantee may submit draft loan documents for the Grantor to review so long
as the Grantor reserves the right to approve the final loan documents
b The Grantee shall not place or allow to be placed on the Site or any part
thereof or the improvements thereon, any mortgage, deed of trust, encumbrance or hen
other than as expressly authorized by this Section The Grantee shall remove or cause to
be removed any levy or attachment made on the Site or any part thereof, or assure the
satisfaction thereof within a reasonable time but in any event prior to a sale thereunder
c The Grantee shall notify the Grantor in advance of any mortgage, deed of
trust or sale and lease-back financing, if the Grantee proposes to enter the same
d The prohibitions against encumbrances set forth in this Paragraph 6 shall
be secured by the Restrictions Deed of Trust In the event of a Take Out Loan as
contemplated in this Paragraph 6, Grantor shall subordinate its rights under the
Restrictions Deed of Trust to the lender's deed of trust for the Take Out Loan
e In the event Grantee wishes to obtain a construction loan (the
"Construction Loan' ), the prohibitions against encumbrances set forth in this Paragraph 6
shall apply, provided however, Grantor shall consent to such Construction Loan,
provided Grantee submits a schedule of Substituted Parking as required by the Public
Parking Covenants and such list satisfies the Substituted Parking Criteria In the event
Grantee obtains a Construction Loan or a permanent loan to take out the Construction
Loan (the "Permanent Loan"), Grantor shall subordinate its rights under the Restrictions
Deed of Trust to the Lender s deed of trust for the Construction Loan or the Permanent
Loan, provided the Promissory Note has been paid off and the proceeds of the
Construction Loan are used for the development of the Site
7 Appurtenant Nature All conditions, covenants and restrictions contained in this
Grant Deed shall be covenants running with the land, and shall in any event, and without
regard to technical classification or designation, legal or otherwise, be, to the fullest
extent permitted by law and equity, binding for the benefit and in favor of, and
enforceable by the Grantor, its successors and assigns, against the Grantee, its successors
and assigns, to or of the Site or the improvements or any portion thereof or any interest
therein, and any party in possession or occupancy of said Site or portion thereof for the
cg\ccthayden\wamerlot\grant deed
3 10 06 (Final)|1010|0terms stated in Section 9 The Grantor shall be deemed the beneficiary of the covenants,
conditions and restrictions of this Grant Deed for and in its own right and for the
purposes of protecting the interests of the community The covenants, conditions, and
restrictions shall run in favor of the Grantor, without regard to whether the Grantor has
been remains, or is an owner of any land or interest therein in the Site
8 Remedies Subject to the notice and cure provisions provided in the Agreement,
the Grantor shall have the right, in the event of any breach of any covenant, condition or
restriction set forth in this Grant Deed to exercise any and all rights and remedies, and to
maintain any actions at law or suit in equity or other proper proceedings to enforce the
curing of such breach of the covenant, condition or restriction Such rights and remedies
are cumulative, and except with respect to rights and remedies expressly declared to be
exclusive in the Agreement, the exercise of one or more of such rights or remedies shall
not preclude the exercise, at the same or different times of any other rights or remedies
for the same default or any other default by Grantor
9 Term The covenants set forth in Sections 3 and 4 shall remain in effect in
perpetuity The covenants set forth in Sections 5 and 6 shall remain in effect for ten (10
years after the recordation of this Grant Deed (the "Restricted Period") The covenants set
forth in Section 2 shall remain in effect for the period specified in the Public Parking
Covenants Every other covenant and condition and restriction contained in this Grant
Deed shall remain in effect for the longest feasible time, but not less than thirty (30) years
from the effective date of this Grant Deed
10 Cost of Defense In the event any legal action is commenced challenging the
legality of an environmental impact report or mitigated negative declaration relating to
any of the proposed uses of the Site set forth herein Grantee shall be responsible for all
legal fees related to a defense
11 Taxes and Assessments Until November 24, 2025, Grantee agrees to make no
appeal or challenge of an assessment of the fair market value of the Site for property tax
purposes, except for (1) a decrease in value challenge or challenge to an initial
assessment of a newly completed or rehabilitated building, to the extent the value
challenged is in excess of increases otherwise permitted by law or the initial assessment
is in excess of the actual costs of construction and land, and (2) in the event the appeal
arises from adverse economic conditions
12 No Waiver No delay in enforcing the provisions hereof as to any breach or
violation shall impair, damage or waive the right of any party entitled to enforce the
provisions hereof or to obtain relief against or recover for the continuation or repetition of
such breach or violations or any similar breach or violation hereof at any later time
13 Covenants Run With the Land The covenants, conditions and restrictions
contained herein shall run with the land
cg\cc\hayden\wamerloAgrant deed
3 10 06 (Final)
91 4 Counterparts This Grant Deed may be executed by each party on a separate
signature page, and when the executed signature pages are combined shall constitute one
single instrument
[INTENTIONALLY BLANK]
cg\cc\hayden\wamerlot\grant deed
3 10 06 (Final)
10
31IN WITNESS WHEREOF, the Grantor and the Grantee have each executed this
Grant Deed as of the date(s) set forth below next to each signature and this Grant Deed
shall be deemed effective on the date it has been executed by the Grantor
'Grantor"
CITY OF CULVER CITY, a municipal corporation
Date By Jerry Fulwood
Chief Administrative Officer
"Grantee"
CONJUNCTIVE POINTS WARNER
DEVELOPMENT, LLLP
Date By Frederick N Smith,
President of Conjunctive Points
Warner Development, Inc,
General Partner of Conjunctive Points
Warner Development, LLLP
Date By Its
cg\cc\hayden\wamerlot\grant deed
3 10 06 (Final)
11
q
0EXHIBIT A
LEGAL DESCRIPTION OF SITE
Real property in the City of Culver City County of Los Angeles, State of California,
described as follows
Lots 30, 31, 32 and 33 of Tract No 13503, in the City of Culver City, as per map
recorded in Book 278 pages 38 and 39 of Maps in the office of the county recorder of
said county
Except the Easterly 21 feet of said lot 33 and the Northerly 25 feet of said lots 30 31, 32
and 33
APN 4205-023-901STATE OF CALIFORNIA
)ss
COUNTY OF
On , before me personally appeared personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument
WITNESS my hand and official seal
SignatureSTATE OF CALIFORNIA )
)ss
COUNTY OF )
On , before me, personally appeared , personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument
WITNESS my hand and official seal
SignatureExhibit "F"
Form of Restriction Deed of Trust
[Behind This Page]
q4OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 6103
Recording Requested by and
When Recorded Mail to
THE CITY OF CULVER CITY
P0 Box 507
Culver City, California 90232
Attention Susan Evans, Community Development Director
SPACE ABOVE THIS LINE FOR RECORDER S USE
RESTRICTIONS DEED OF TRUST,
SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
This Restrictions Deed of Trust, Security Agreement and Fixture Filing (With
Assignment of Rents) is made as of , 2006 by CONJUNCTIVE
POINTS WARNER DEVELOPMENT, LLLP, a Delaware limited liability limited
partnership (hereinafter referred to as "Trustor") whose address is 3528 Hayden Avenue
Culver City, California 90232, to (hereinafter called "Trustee"),
for the benefit of the CITY OF CULVER CITY , a municipal corporation (hereinafter
called "Beneficiary"), whose address is Culver City Hall, 9770 Culver Boulevard, Culver
City, California 90232-0507
Witnesseth That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to
Trustee, its successors and assigns, in Trust with POWER OF SALE TOGETHER
WITH RIGHT OF ENTRY AND POSSESSION the following property (the "Trust
Estate")
(a) That certain real property in the City of Culver City
County of Los Angeles, State of California more particularly described in Exhibit "A"
attached hereto and by this reference made a part hereof (such interest in real property is
hereafter referred to as the "Subject Property"),
(b) All buildings structures and other improvements now or in
the future located or to be constructed on the Subject Property (the "Improvements"),
(c) all tenements, hereditaments, appurtenances, privileges,
franchises and other rights and interests now or in the future benefiting or otherwise
relating to the Subject Property or the Improvements, including easements, rights-of way
and development rights (the "Appurtenances") (The Appurtenances, together with the
Subject Property and the Improvements are hereafter referred to as the "Real Property"),
CthCC\Hayden\WarnerLot 2" d Dot 1
3 13 06 (Final)
95(e) subject to the assignment to Beneficiary set forth in
Paragraph 4 below all rents, issues, income, revenues royalties and profits now or in the
future payable with respect to or otherwise derived from the Trust Estate or the
ownership, use, management, operation leasing or occupancy of the Trust Estate
including those past due and unpaid (the "Rents"),
(f)
all present and future right, title and interest of Trustor in
and to all inventory, equipment, fixtures and other goods (as those terms are defined in
Division 9 of the California Uniform Commercial Code (the "UCC"), and whether
existing now or in the future) now or in the future located at upon or about, or affixed or
attached to or installed in the Real Property, or used or to be used in connection with or
otherwise relating to the Real Property or the ownership use, development construction,
maintenance, management, operation, marketing, leasing or occupancy of the Real
Property, including furniture, furnishings, machinery, appliances, building materials and
supplies, generators, boilers, furnaces, water tanks, heating ventilating and air
conditioning equipment and all other types of tangible personal property of any kind or
nature, and all accessories, additions, attachments, parts, proceeds, products, repairs,
replacements and substitutions of or to any of such property, but not including personal
property that is donated to Trustor (the "Goods," and together with the Real Property, the
"Property"), and
(g)
all present and future right, title and interest of Trustor
and to all accounts, general intangibles, chattel paper, deposit accounts, money,
instruments and documents (as those terms are defined in the UCC) and all other
agreements, obligations, rights and written material (in each case whether existing now or
in the future) now or in the future relating to or otherwise arising in connection with or
derived from the Property or any other part of the Trust Estate or the ownership, use,
development, construction, maintenance, management operation, marketing, leasing
occupancy, sale or financing of the property or any other part of the Trust Estate,
including (to the extent applicable to the Property or any other portion of the Trust
Estate) (i) permits, approvals and other governmental authorizations (ii) improvement
plans and specifications and architectural drawings, (iii) agreements with contractors,
subcontractors suppliers project managers, supervisors, designers, architects engineers,
sales agents, leasing agents, consultants and property managers (iv) takeout, refinancing
and permanent loan commitments, (v) warranties guaranties indemnities and insurance
policies, together with insurance payments and unearned insurance premiums, (vi)
claims demands, awards settlements and other payments arising or resulting from or
otherwise relating to any insurance or any loss or destruction of, injury or damage to,
trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public
use of any of the Property, (vii) license agreement, service and maintenance agreements
purchase and sale agreements and purchase options, together with advance payments,
security deposits and other amounts paid to or deposited with Trustor under any such
agreements, (viii) reserves, deposits, bonds, deferred payments, refunds, rebates,
discounts, cost savings, escrow proceeds, sale proceeds and other rights to the payment of
money, trade names, trademarks, goodwill and all other types on intangible personal
property of any kind or nature, and (ix) all supplements modifications amendments
CMCCHayden\WarnerLot 2 d Dot 2
3 13 06 (Final)renewals, extensions proceeds, replacements and substitutions of or to any of such
property (the "Intangibles")
Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security
interest in all present and future right, title and interest of Trustor in and to all Goods and
Intangibles and all of the Trust Estates described above in which a security interest may
be created under the UCC (collectively, the "Personal Property") This Deed of Trust
constitutes a security agreement under the UCC, conveying a security interest in the
Personal Property to Trustee and Beneficiary Trustee and Beneficiary shall have, in
addition to all rights and remedies provided herein, all the rights and remedies of a
"secured party" under the UCC and other applicable California law Trustor covenants
and agrees that this Deed of Trust constitutes a fixture filing under Section 9313 and
9402(6) of the UCC
FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary
may elect, the due, prompt and complete observance, performance and discharge of each
and every condition, obligation covenant and agreement contained herein or contained in
the following
(a) The transfer restrictions and prohibitions as set forth in
Paragraph 5 of the Grant Deed from Beneficiary to Trustor
recorded on even date ("Transfer Restrictions"),
(b) The encumbrance restrictions and prohibitions as set forth in
Paragraph 6 of the Grant Deed from Beneficiary to Trustor
recorded on even date ("Encumbrance Restrictions '),
(c) The Public Parking Covenants Affecting Real Property dated as
of , 2006 entered into between Beneficiary ("City"
therein) and Trustor ("Buyer therein) recorded in the Office of
the Recorder of Los Angeles County as Document No (the " Public Parking Covenants"), and
(d) The Purchase and Sale Agreement dated as of February 2006 (the "Purchase Agreement"), between Beneficiary ("City"
therein) and Trustor ("Buyer" therein)
The Transfer Restrictions, Encumbrance Restrictions, Public Parking Covenants and
Purchase Agreement (collectively "Secured Obligations") and all of their terms are
incorporated herein by reference and this conveyance shall secure any and all extensions
amendments, modifications or renewals thereof however evidenced
AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
COVENANTS AND AGREES
COCC\Hayden\WamerLot 2 d Dot 3
3 13 06 (Final)
171 That Trustor shall perform the obligations set forth in the Secured
Obligations at the time and in the manner provided therein
2 That Trustor shall not permit or suffer the use of any of the property for
any purpose other than the use for which the same was intended at the time this Deed of
Trust was executed,
3 That the Secured Obligations are incorporated in and made a part of the
Deed of Trust Upon default of a Secured Obligation and after the giving of notice and
the expiration of any applicable cure period, the Beneficiary, at its option, may exercise
all remedies hereunder, including foreclosure
4 That all rents profits and income from the property covered by this Deed
of Trust are hereby assigned to the Beneficiary for the purpose of discharging the Secured
Obligations Permission is hereby given to Trustor so long as no default exists hereunder
after the giving of notice and the expiration of any applicable cure period to collect such
rents, profits and income
5 That upon default hereunder or under the aforementioned agreements, and
after the giving of notice and the expiration of any applicable cure period, Beneficiary
shall be entitled to the appointment of a receiver by any court having jurisdiction, without
notice, to take possession and protect the property described herein and operate same and
collect the rents, profits and income therefrom,
6 That Trustor will keep the improvements now existing or hereafter erected
on the property insured against loss by fire and such other hazards, casualties and
contingencies as may reasonably be required in writing from time to time by the
Beneficiary and all such insurance shall be evidenced by standard fire and extended
coverage insurance policy or policies In no event shall the amounts of coverage be less
than 100 percent of the insurable value of the Property Such policies shall be endorsed
with standard mortgage clause with loss payable to the Beneficiary and certificates
thereof together with copies of original policies shall be deposited with the Beneficiary,
7 To pay, at least 10 days before delinquency, any taxes and assessments
affecting said Property to pay when due, all encumbrances charges and liens with
interest, on said Property or any part thereof which appear to be prior or superior hereto
and to pay all costs, fees, and expenses of this Trust Notwithstanding anything to the
contrary contained in this Deed of Trust Trustor shall not be required to pay and
discharge any such tax, assessment, charge or levy so long as Trustor is contesting the
legality thereof in good faith and by appropriate proceedings, and Trustor has adequate
funds to pay any liabilities contested pursuant to this Section 7
8 To keep said property in good condition and repair, subject to ordinary
wear and tear, casualty and condemnation, not to remove or demolish any buildings
thereon, to complete or restore promptly and in good and workmanlike manner any
building which may be constructed, damaged or destroyed thereon and to pay when due
CG\CC\Hayden\WarnerLot 2 d Dot 4
3 13 06 (Final)
q 0all claims for labor performed and materials furnished therefor, to comply with all laws
affecting said property or requiring any alterations or improvements to be made thereon
(subject to Trustor's right to contest the validity or applicability of laws or regulations),
not to commit or permit waste thereof, not to commit, suffer or permit any act upon said
property in violation of law and/or covenants, conditions and/or restrictions affecting said
property, not to permit or suffer any material alteration of or addition to the buildings or
improvements hereafter constructed in or upon said property without the consent of the
Beneficiary,
9 To appear in and defend any action or proceeding purporting to affect the
security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and
expenses, including cost of evidence of title and reasonable attorney's fees in a reasonable
sum, in any such action or proceeding in which Beneficiary or Trustee may appear
10 Should Trustor fail, after the giving of notice and the expiration of any
applicable cure period, to make any payment or do any act as herein provided, then
Beneficiary or Trustee but without obligation so to do and without notice to or demand
upon Trustor and without releasing Trustor from any obligation hereof may make or do
the same in such manner and to such extent as either may deem necessary to protect the
security hereof Following default, after the giving of notice and the expiration of any
applicable cure period, Beneficiary or Trustee being authorized to enter upon said
property for such purposes, may commence, appear in and/or defend any action or
proceeding purporting to affect the security hereof or the rights or powers of Beneficiary
or Trustee, may pay, purchase, contest, or compromise any encumbrance, charge, or lien
which in the judgment of either appears to be prior or superior hereto, and, in exercising
any such powers, may pay necessary expenses, employ counsel, and pay such counsel's
reasonable fees,
11 Beneficiary shall have the right to pay fire and other property insurance
premiums when due should Trustor fail to make any required premium payments All
such payments made by the Beneficiary shall be added to the Indebtedness and
obligations secured hereby,
12 To pay immediately and without demand all sums so expended by
Beneficiary or Trustee, under permission given under this Deed of Trust with interest
from date of expenditure at the maximum rate permitted by law
13 That upon the failure of Trustor, after the giving of notice and the
expiration of any applicable cure period, to keep and perform all the covenants,
conditions and agreements of said Purchase and Sale Agreement, the entire indebtedness
evidenced by the Note shall at the option of the Beneficiary of this Deed of Trust become
due and payable, anything contained herein to the contrary notwithstanding
14 Trustor further covenants that it will not voluntarily create, suffer, or
permit to be created against the property subject to this Deed of Trust any lien or liens
except as authorized by Beneficiary and further that they will keep and maintain the
CMCC\Hayden\WarnerLot 2 d Dot 5
3 13 06 (Final)property free from the claims of all persons supplying labor or materials which will enter
into the construction of any and all buildings now being erected or to be erected on said
premises Notwithstanding anything to the contrary contained in this Deed of Trust,
Trustor shall not be obligated to pay any claims for labor materials or services which
Trustor in good faith disputes and is diligently contesting, provided that Trustor shall, at
Beneficiary's written request, within thirty (30) days after the filing of any claim or hen
(but in any event, and without any requirement that Beneficiary must first provide a
written request, prior to foreclosure) record in the Office of the Recorder of Los Angeles
County, a surety bond in an amount one and one-half (11/2) times the amount of such
claim item to protect against a claim of lien, or provide such other security reasonably
satisfactory to Beneficiary,
15 That any and all improvements made or about to be made upon the
premises covered by the Deed of Trust, and all plans and specifications, comply with all
applicable municipal ordinances and regulations and all other applicable regulations
made or promulgated, now or hereafter, by lawful authority, and that the same will upon
completion comply with all such municipal ordinances and regulations and with the rules
of the applicable fire rating or inspection organization, bureau, association or office
16 Trustor herein agrees to pay to Beneficiary or to the authorized loan
servicing representative of the Beneficiary a reasonable charge for providing a statement
regarding the obligation secured by this Deed of Trust as provided by Section 2954
Article 2, Chapter 2 Title 14 Division 3, of the California Civil Code
IT IS MUTUALLY AGREED THAT
17 Should the property or any part thereof be taken or damaged by reason of
any public improvement or condemnation proceeding, or damaged by fire, or earthquake,
or in any other manner, Beneficiary shall be entitled to all compensation, awards, and
other payments or relief therefor which are not used to reconstruct restore or otherwise
improve the property or part thereof that was taken or damaged, and shall be entitled at
its option to commence, appear in and prosecute in its own name, any action or
proceedings or to make any compromise or settlement in connection with such taking or
damage All such compensation, awards, damages, rights of action and proceeds which
are not used to reconstruct, restore or otherwise improve the property or part thereof that
was taken or damaged, including the proceeds of any policies of fire and other insurance
affecting said property, are hereby assigned to Beneficiary After deducting therefrom all
its expenses including reasonable attorney's fees the balance of the proceeds which are
not used to reconstruct, restore or otherwise improve the property or part thereof that was
taken or damaged, shall be applied to the amount due under the Note secured hereby
Notwithstanding anything to the contrary contained herein, if such taking or damage does
not materially affect the operation of the Property, so long as the value of the
Beneficiary's lien is not impaired, any insurance or condemnation proceeds shall go to
the Trustor No amount applied to the reduction of the principal shall relieve the Trustor
from making regular payments as required by the Note,
CGCC\Hayden\WarnerLot rd Dot 6
3 13 06 (Final)
( o v18 Upon default by Trustor in making any payments provided for herein or
upon default by Trustor in performing any of the obligations set forth in the Note secured
hereby or if Trustor shall fail to perform any covenant or agreement in this Deed of Trust
within 30 days after written demand therefor by Beneficiary (or, in the event that more
than 30 days is reasonably required to cure such default should Trustor fail to promptly
commence such cure, and diligently prosecute same to completion), after the giving of
notice and the expiration of any applicable cure period Beneficiary may declare all sums
secured hereby immediately due and payable by delivery to Trustee of written declaration
of default and demand for sale and of written notice of default and of election to cause
the property to be sold which notice Trustee shall cause to be duly filed for record and
Beneficiary may foreclose this Deed of Trust Beneficiary shall also deposit with Trustee
this Deed of Trust, the Note and all documents evidencing expenditures secured hereby,
19 After the lapse of such time as may then be required by law following the
recordation of said notice of default, and notice of sale having been given as then
required by law, Trustee, without demand on Trustor, shall sell said property at the time
and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in
such order as it may determine at public auction to the highest bidder for cash in lawful
money of the United States payable at time of sale Trustee may postpone sale of all or
any portion of said property by public announcement at the time and place of sale, and
from time to time thereafter may postpone the sale by public announcement at the time
and place of sale, and from time to time thereafter may postpone the sale by public
announcement at the time fixed by the preceding postponement Trustee shall deliver to
the purchaser its Deed conveying the property so sold, but without any covenant or
warranty, express or implied The recitals in the Deed of any matters or facts shall be
conclusive proof of the truthfulness thereof Any person, including Trustor, Trustee or
Beneficiary, may purchase at the sale The Trustee shall apply the proceeds of sale to
payment of (1) the expenses of such sale, together with the reasonable expenses of this
trust including therein reasonable Trustee's fees or attorney's fees for conducting the sale,
and the actual cost of publishing, recording, mailing and posting notice of the sale, (2) the
cost of any search and/or other evidence of title procured in connection with such sale
and revenue stamps on Trustee's Deed, (3) all sums expended under the terms hereof not
then repaid, with accrued interest at the maximum rate permitted by law, (4) all other
sums then 'secured hereby, and (5) the remainder, if any, to the person or persons legally
entitled thereto
20 Beneficiary may from time to time substitute a successor or successors to
any Trustee named herein or acting hereunder to execute this Trust Upon such
appointment, and without conveyance to the successor trustee the latter shall be vested
with all title powers, and duties conferred upon any Trustee herein named or acting
hereunder Each such appointment and substitution shall be made by written instrument
executed by Beneficiary, containing reference to this Deed of Trust and its place of
record, which, when duly recorded in the proper office of the county or counties in which
the property is situated, shall be conclusive proof of proper appointment of the successor
trustee,
COCCHayden\WarnerLot 2 " Dot 7
3 13 06 (Final)
1 b I21 The pleading of any statute of limitations as a defense to any and all
obligations secured by this Deed of Trust is hereby waived to the full extent permissible
by law
22 Upon written request of Beneficiary stating that all sums secured hereby
have been paid and all obligations secured hereby have been satisfied, and upon surrender
of this Deed of Trust and the Note to Trustee for cancellation and retention and upon
payment of its fees, Trustee shall reconvey without warranty, the property then held
hereunder The recitals in such reconveyance of any matters or fact shall be conclusive
proof of the truthfulness thereof The grantee in such reconveyance may be described as
"the person or persons legally entitled thereto",
23 The trust created hereby is irrevocable by Trustor
24 This Deed of Trust applies to, inures to the benefit of, and binds all parties
hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns
The term "Beneficiary" shall include not only the original Beneficiary hereunder but also
any future owner and holder including pledgees, of the Note secured hereby In this
Deed of Trust, whenever the context so requires, the masculine gender includes the
feminine and/or neuter, and the singular number includes the plural All obligations of
Trustor hereunder are Joint and several
25 Trustee accepts this Trust when this Deed of Trust, duly executed and
acknowledged, is made public record as provided by law Except as otherwise provided
by law the Trustee is not obligated to notify any party hereto of pending sale under this
Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee
shall be a party unless brought by Trustee,
26 The undersigned Trustor requests that a copy of any notice of default and
of any notice of sale hereunder be mailed to Trustor at the address set forth in the first
paragraph of this Deed of Trust
27 Trustor agrees at any time and from time to time upon receipt of a written
request from Beneficiary, to furnish to Beneficiary detailed statements in writing of
income rents, profits, and operating expenses of the premises, and the names of the
occupants and tenants in possession, together with the expiration dates of their leases, and
the rents provided for by such leases, and such other information regarding the premises
and their use as may be requested by Beneficiary
28 Trustor agrees that the Secured Obligations are given in consideration for
the City financial assistance provided by Beneficiary described in the Purchase and Sale
Agreement and the Note and that the City financial assistance is being provided
expressly for the purpose of providing partial financing of the acquisition costs of the
property as provided in the Purchase and Sale Agreement
CGCC\Hayden\WarnerLot 2 d Dot 8
3 13 06 (Final)29 Trustor agrees that, except as otherwise provided in the Note upon sale or
refinancing of the property the entire indebtedness secured by this Deed of Trust shall at
the option of Beneficiary be immediately due and payable
30 Notwithstanding specific provisions of this Deed of Trust, times of
performance under this Deed of Trust may be extended in writing by the Beneficiary and
Trustor
31 If the rights and liens created by this Deed of Trust shall be held by a court
of competent jurisdiction to be invalid or unenforceable as to any part of the obligations
described herein, the unsecured portion of such obligations shall be completely
performed and paid prior to the performance and payment of the remaining and secured
portion of the obligations, and all performance and payments made by Trustor shall be
considered to have been performed and paid on and applied first to the complete payment
of the unsecured portion of the obligations
32 (a) Subject to the extensions of time set forth in Section 30, and
subject to the further provisions of this Section 32, failure or delay by Trustor to perform
any term or provision respectively required to be performed under the Note, the Purchase
and Sale Agreement, the Public Parking Covenants or this Deed of Trust constitutes a
default under this Deed of Trust
(b) Beneficiary shall give written notice of default to Trustor
specifying the default complained of by the Beneficiary Delay in giving such notice
shall not constitute a waiver of any default
(c) Any failures or delays by Beneficiary in asserting any of its rights
and remedies as to any default shall not operate as a waiver of any default or of any such
rights or remedies Delays by Beneficiary in asserting any of its rights and remedies shall
not deprive Beneficiary of its right to institute and maintain any actions or proceedings
which it may deem necessary to protect, assert, or enforce any such rights or remedies
(d) If a monetary event of default occurs under the terms of the Note
or this Deed of Trust, prior to exercising any remedies hereunder or thereunder
Beneficiary shall give Trustor written notice of such default Trustor shall have a
reasonable period of time after such notice is given within which to cure the default prior
to exercise of remedies by Beneficiary under the Note and/or this Deed of Trust, but in no
event more than thirty (30) calendar days after the date the first written notice of default
is received or deemed received by Trustor In no event shall Beneficiary be precluded
from exercising remedies if its security becomes or is about to become materially
impaired by any failure to cure a default or the default is not cured within fifteen (15)
calendar days after the written notice of default is received or deemed received
(e) If a non-monetary event of default occurs under the terms of the
Secured Obligations prior to exercising any remedies hereunder or thereunder
Beneficiary shall give Trustor notice of such default If the default is reasonably capable
COCO Hayden\WarnerLot 2 d Dot 9
3 13 06 (Final)
1 0 3of being cured within thirty (30) calendar days after such notice is received or deemed
received Trustor shall have such period to effect a cure prior to exercise of remedies by
the Beneficiary under the Purchase and Sale Agreement, the Note, the Public Parking
Covenants and/or this Deed of Trust If the default is such that it is not reasonably
capable of being cured within thirty (30) days and Trustor (i) initiates corrective action
within said period, and (ii) diligently and in good faith works to effect a cure as soon as
possible, then Trustor shall have such additional time as is reasonably necessary to cure
the default prior to exercise of any remedies by Beneficiary, but in no event more than
ninety (90) days after the first written notice of default is received or deemed received by
Trustor In no event shall Beneficiary be precluded from exercising remedies if its
security becomes or is about to become materially jeopardized by any failure to cure a
default or the default is not cured within ninety (90) days after the notice of default is
received or deemed received
(0 Any notice of default that is transmitted by electronic facsimile
transmission followed by delivery of a "hard" copy shall be deemed delivered upon its
transmission, any notice of default that is personally delivered (including by means of
professional messenger service, courier service such as United Parcel Service or Federal
Express, or by U S Postal Service), shall be deemed received on the documented date of
receipt by Trustor, and any notice of default that is sent by registered or certified mail,
postage prepaid, return receipt required shall be deemed received on the date of receipt
thereof
33 Subject to the provisions and limitations of this Section 33, the Secured
Obligations are non-recourse obligations of the Trustor Trustor shall not have any
personal liability under this Deed of Trust, except as provided in this Section 33 The
sole recourse of Beneficiary shall be the exercise of its rights against the Property under
this Deed of Trust Provided however, that the foregoing shall not (a) constitute a waiver
of any obligation evidenced by the Note or this Deed of Trust, (b) limit the right of the
Beneficiary to name Trustor as a party defendant in any action or suit for judicial
foreclosure and sale under this Deed of Trust or any action or proceeding hereunder so
long as no judgment in the nature of a deficiency judgment shall be asked for or taken
against Trustor (c) release or impair this Deed of Trust (d) prevent or in any way hinder
Beneficiary from exercising, or constitute a defense, an affirmative defense, a
counterclaim, or other basis for relief in respect of the exercise of, any other remedy
against the mortgaged Property or any other instrument securing the Note or as
prescribed by law or in equity in case of default, (e) prevent or in any way hinder
Beneficiary from exercising or constitute a defense an affirmative defense, a
counterclaim or other basis for relief in respect of the exercise of, its remedies in respect
of any deposits, insurance proceeds, condemnation awards or other monies or other
collateral or letters of credit securing the Note, (f) relieve Trustor of any of its obligations
under any indemnity delivered by Trustor to Beneficiary or (g) affect in any way the
validity of any guarantee or indemnity from any person of all or any of the obligations
evidenced and secured by this Deed of Trust The foregoing provisions of this paragraph
are limited by the provision that in the event of the occurrence of a default, Trustor and
its successors and assigns shall have personal liability hereunder for any deficiency
CaCC \Hayden \WarnerLot 2 d Dot 10
3 13 06 (Ftnal)
DO-judgment, but only if and to the extent Trustor its principals, shareholders, partners or its
successors and assigns received rentals, other revenues or other payments or proceeds in
respect of the mortgaged Property, which rentals, other revenues, or other payments or
proceeds have not been used for the payment of ordinary and reasonable operating
expenses of the mortgaged Property, ordinary and reasonable capital improvements to the
mortgaged Property, debt service, real estate taxes in respect of the mortgaged Property
and basic management fees, but not incentive fees payable to an entity or person
unaffiliated with Trustor in connection with the operation of the mortgaged Property,
which are then due and payable Nothing contained in this Section is Intended to restrict
in any way any right the Beneficiary may have to recover directly from Trustor or from
any other party
(a) any damages, costs and expenses incurred by Beneficiary as a result of
Intentional fraud or any criminal act or acts of Trustor or any partner, shareholder
officer, director or employee of Trustor, or of any member or general or limited partner
of Trustor or of any general or limited partner of such member or general or limited
partner
(b) any damages, costs and expenses Incurred by Beneficiary as a result of
any intentional misappropriation of funds by Trustor from rents and revenues from the
operation of the Project or proceeds of insurance policies or condemnation proceeds,
(c) any and all amounts owing by Trustor pursuant to the indemnification
regarding Hazardous Substances pursuant to the Purchase and Sale Agreement, and
(d) all court costs and attorneys' fees reasonably incurred in enforcing or
collecting upon any of the foregoing exceptions (provided that Beneficiary shall pay
Trustor's reasonable court costs and attorneys' fees if Trustor is the prevailing party in
any such enforcement or collection action)
[INTENTIONALLY BLANK]
CG\CC\Hayden\WamerLot 2 d Dot
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1o5IN WITNESS WHEREOF Trustor has executed this Restrictions Deed of Trust as
of the day and year set forth above
CONJUNCTIVE POINTS WARNER
DEVELOPMENT, LLLP, a Delaware
limited liability limited partnership
By
Frederick N Smith,
President of Conjunctive Points
Warner Development Inc
General Partner of Conjunctive Points
Warner Development, LLLP
COCCIlayden\WarnerLot 2 d Dot
12
313 06 (Final)
( obSTATE OF CALIFORNIA )
)
SS
COUNTY OF LOS ANGELES )
On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies) and that
by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of
which the person(s) acted executed the instrument
WITNESS my hand and official seal
Signature
COCC\Hayden\WarnerLot rd Dot
13
3 13 06 (Final)
1 07STATE OF CALIFORNIA )
)
SS
COUNTY OF LOS ANGELES )
On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument
WITNESS my hand and official seal
Signature COCCkHayden\WarnerLot 2 d Dot
14
3 13 06 (Final)
1
08EXHIBIT "A"
LEGAL DESCRIPTION
Real property in the City of Culver City, County of Los Angeles State of California
described as follows
Lots 30, 31, 32 and 33 of Tract No 13503 in the City of Culver City, as per map
recorded in Book 278 pages 38 and 39 of Maps, in the office of the county recorder of
said county
Except the Easterly 21 feet of said lot 33 and the Northerly 25 feet of said lots 30 31, 32
and 33
APN 4205-023-901
CaCC\Flayden\WarnerLot 2 d Dot
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313 06 (Final)