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Home My WebLink AboutC-2122 CONSENT TO CITY OF ARCADIA ENTRY INTO LICENSE AGREEMENT WHEREAS, the City of Arcadia ("City") leases to Methodist Hospital of Southern California ("Methodist Hospital") the property on which Methodist Hospital is located under an agreement dated May 28, 1953 as amended on August 5, 1955, July 5, 1956, September 18, 1961, December 23, 1963,August 5, 1980, and February 4, 2009 ("Lease Agreement"). WHEREAS,under section 2 of the Lease Agreement, the City reserved the right to grant such franchises, easements, rights of way and permits in, over, upon and across any portion of the property as the City deems necessary and advisable so long as Methodist Hospital's operations are not unreasonably interfered with. WHEREAS, S&H No. 1 LLC ("Developer") desires to construct a pedestrian bridge crossing above Huntington Drive, which would connect a certain medical office building under construction by Developer with the Methodist Hospital ("Pedestrian Bridge"). The Pedestrian Bridge will extend from the second floor of the medical office building at the east elevation and cross Huntington Drive with a 15-foot height clearance to a proposed elevator tower on the Methodist Hospital parking lot. WHEREAS, Developer requires a license agreement with the City to construct and maintain the Pedestrian Bridge in the City's air rights, above the City's right-of-way, and on a portion of the hospital property subject to the Lease Agreement. WHEREAS, the City is willing to enter into a license agreement with Developer if Methodist Hospital is willing to consent to said license agreement. NOW, THEREFORE, Methodist Hospital represents, warrants, consents, and agrees as follows: 1. Methodist Hospital consents to the proposed license agreement attached hereto as Exhibit "A" which grants Developer a license to construct, maintain, and use a Pedestrian Bridge on portions of the hospital property subject to the Lease Agreement. 2. Methodist Hospital agrees that the attached license does not unreasonably interfere with its operations. Methodist Hospital of Southern California By: cfl nature (must e notarized) Si ature (must be notarized) ST.s-/---0 /I/ 4.1./g/A1-1 Print Name and Title Print Name and Title Dated: .3/4-1/45// Dated: 3 a , 24347 00600 18620646 I EXHIBIT A LICENSE, COSTS,AND MAINTENANCE AGREEMENT BETWEEN CITY OF ARCADIA AND S&H NO. 1 LLC [INSERT FINAL AGREEMENT] CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE§1189 t•Oe.`. 50,. `.cC.c-O.c "xt•n�=;l'A...c<•,....exs C`.cK;-t•<• •C`.ex"4-77.,: ( K',e--x- .c•<'. v: ;-v;;v--/-••• /.;••..—,v•-• ,,,v7 (C )i State of California V County of /60...5' e/��' On before me IIS a VO/t�' it( /V .o A i / i - )) / &a e Here Insert Name and-I itle of the Offic personally appeared Tl• s - oe_ V Name(s)of Signer(s) �` iipcja,olia.....--, , ; ; who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)-4s/are subscribed to the within instrument and acknowledged • to me that ke/she/they executed the same in ' LAVl6. IMM -I Ih ftheir authorized capacity(ies), and that by 9 !r�� Commission 1199W0_ lais/h.Itheir signature(s) on the instrument the 4 j Notary Public- person(s), or the entity upon behalf of which the Los wCw.Ersp Angeles Claiii person(s) acted, executed the instrument. >> I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. V WITNESS my hand and official seal. >> N� j Signat V Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached DDocument�. / L. �� T")yr Type of Document:(_G21�cGi2fi 74 ( t' ,fre-Qom`.-- l k' Document Date: .2�/e/ Number of Pages: Signer(s) Other Than Named Above: Ar/A— V Capacity(ies) Claimed by Signer(s)7 _,( -, 5 Signer's Name: /• c•3/ " Signer's Name:- ' ( � �� Corporate Officer — Title(s): A.:, i ' ;Corporate Officer — Title(s): // � ❑ Individual RIGHT THUMBPRINT ❑ Individual RIGHT-iHUMBPRINT �S OF SIGNER OF SIGNER ❑ Partner— ❑Limited ❑General Top of thumb here ❑Partner — LI Limited Li General Top of thumb here ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee V ❑ Guardian or Conservator ❑Guardian or Conservator 1 ❑ Other: D Other: V Signer Is Representing: Signer Is Representing: )j ©2010 National Notary Association•NationalNotary.org•1-800-US NOTARY(1-800-876-6827) Item#5907 5 � IIOC` -�3U - This page is part of your document - DO NOT DISCARD - 20090132665 g 4��°��" 1 111111 Illll llrll VIII II�II IIIIIIII (III) III) �IIII VIII III) III P0023 Recorded /Filed in Official Records Recorder's Office, Los Angeles County, California 02/02/09 AT 08:OOAM Cory D FEES: 74.00 TAXES: 0100 OTHER: 0.00 PAID: 74.00 TITLE(S) :MODIFY LEASE AL AL LEADSHEET . . . . . . . . . . . .......... 1..1 . DAR Title Company (Hard Copy) A RECORDING REQUESTED BY: Chicago Title Company WHEN RECORDED MAIL TO: Hooper, Lundy & Bookman, Inc. 1875 Century Park East, Suite 1600 Los Angeles, CA 90067 Attn: Todd Swanson SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE TITLES) Memorandum of Lease Amendment TITLE ORDER NO.: 810065327 -X49 1i e1oot4s3a7 -x S49 CHICAGO TITLE COMPANY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Todd Swanson Hooper, Lundy & Bookman, Inc. 1875 Century Park East, Suite 1600 Los Angeles, CA 90067 SPACE ABOVE'rHIS LINE FOR RECORDER'S USE ONLY MEMORANDUM OF LEASE AMENDMENT THIS MEMORANDUM OF LEASE AMENDMENT ( "Memorandum ") is effective as of February 2nd, 2009, by and between CITY OF ARCADIA, a municipal corporation ( "Lessor ") and METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a nonprofit California corporation ( "Lessee "). Amendment of Lease. Lessor and Lessee have entered into that certain Sixth Amendment to Agreement and Lease dated effective as of February 4, 2009, in the form attached as Exhibit "A" to this Memorandum and incorporated herein by this reference (the "Sixth Amendment "), pursuant to which Lessor and Lessee have agreed to certain amendments to that certain Agreement of Lease, to which they are currently parties, and which was originally made on May 28, 1953 and recorded January 11, 1955 in Book 46609, Page 39 of the Official Records of Los Angeles County, California, as subsequently amended (which Agreement of Lease, as previously amended is referred to herein as the "Lease "). The Lease covers that certain real property located in the City of Arcadia,.County of Los Angeles, State of California, more particularly described in Exhibit "B" attached hereto and incorporated herein by this reference. 2. Miscellaneous. The purpose of this Memorandum is to give notice of the existence of the Sixth Amendment, all the terms of which are incorporated herein by this reference. This Memorandum may be executed in counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. 1058535.2 [SIGNATURES FOLLOW ON THE NEXT PAGE] I IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the date and year first above written. "LESSOR" CITY OF ARCADIA, a municipal corporation By: -It� Name: Robert C. Harbicht Title: Mayor TTESL,Q T" APPROVED AS TO FORM: Stephen P. Deitsch City Attorney 1058535.2 2 "LESSEE" METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a nonprofit California corporation By: Name: Title: IN WITNESS WHEREOF the parties hereto have executed this Memorandum as of he t p t da e and year first above written. "LESSOR" "LESSEE" CITY OF ARCADIA, a municipal corporation METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a nonprofit California corporation By: Name: Robert C. Harbicht Title: Mayor By: r M Name: 1 �„�.✓� s .>n . G� a ATTEST: Title: 1�2�r, �Gr'•oT a- G� p City Clerk APPROVED AS TO FORM: Stephen P. Deitsch City Attorney 1058535.2 2 State of California ) County of e e 5 I On V14o uOVH 2 , ZU0 before me, %jj�la �GviC /I'JUSSev� � � �y l'u iG (here insert name and tftle of the officer), personally appeared V'pher4- C. ft'A«h f , who proved to me on the basis of satisfactory evidence to be the person(sYwhose name( is /aA subscribed to the within instrument and acknowledged to me that he /s� /th� executed the same in his/h,&/tl`i authorized capacityO, and that by his/h /th signature(,,4 on the instrument the person9r, or the entity upon behalf of which the person(, acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. E4PMVM01 il►MMIE MI{I0iV00�t WITNESS my hand and official seal. m * 173 w *V" =7.901 h ILUn ann. fir.. s�g Signature 1 /Ij (Seal) 1058535.2 3 State of California ) County of p On ,�l[n�lGl1C'U oC g, DCVO 1' before me, (here insert name and title of the officer), personally appeared e. who proved to me on the basis of satisfactory evidence to be the erson(X) whose name OaFe- s bscribed to the within instrument and acknowledged to me thatWstay executed the same in is authorized capacity( -ies}, and that by is og signature( on the instrument the person(, or the entity upon behalf of which the person(4 acted, executed the. instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature �� (004QIAP N6 '` , � 1, e6 1058535.2 54 +CON UEL -E TOR UEZ (Seal) _ Commlialon # 1739173 Notary Public • Cailtornio Loa Angeles County MVCam� EMw13.20111 EXHIBIT "A" 6 SIXTH AMENDMENT FORM [SEE ATTACHED] 1055535.2 s 1 IGO - ° ( - 1,11Z SEVENTH AMENDMENT TO AGREEMENT AND LEASE This Seventh Amendment So Agreement and Lease ("Seventh Amendment") is made and executed effective as of this / ay of NOVCYn V.e.K" , 2015, by and between the CITY OF ARCADIA, a municipal corporation(hereinafter referred to as the "City") and METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a California nonprofit public benefit corporation (hereinafter referred to as the "Hospital"). RECITALS WHEREAS, on May 28, 1953, the City of Arcadia, a municipal corporation, as lessor, and Hospital Foundation of the Methodist Church, Southern California-Arizona Conference, a nonprofit California corporation, executed an Agreement and Lease covering the real property described therein, which Agreement and Lease was recorded January 11, 1955 in Book 46609, Page 39 of the Official Records of Los Angeles County, California; and WHEREAS, on August 9, 1955, the parties to said Agreement and Lease executed an amendment thereto, which amendment was recorded August 25, 1955 in Book 48769, Page 295, Official Records of Los Angeles County, California; and WHEREAS, also on August 9, 1955, Hospital Foundation of the Methodist Church, Southern California-Arizona Conference with the written consent of the City assigned its interest in said Agreement and Lease to Methodist Hospital of Southern California, a nonprofit California corporation, which corporation assumed all of the obligations of the Hospital Foundation of the Methodist Church, Southern California-Arizona Conference under said Agreement and Lease; and WHEREAS, said Agreement and Lease was further amended by a Second Amendment to Lease dated July 5, 1956 and recorded on August 22, 1956 in Book 52099, Page 103, Official Records of Los Angeles County, California; and WHEREAS, said Agreement and Lease was further amended by a Third Amendment to Lease dated September 18, 1961 and recorded on January 27, 1966 in Book M2109, Page 272, Official Records of Los Angeles County, California; and WHEREAS, said Agreement and Lease was further amended by a Fourth Amendment to Lease dated December 23, 1963 and recorded May 11, 1964 in Book M1518, Page 761, Official Records of Los Angeles County, California; and WHEREAS, said Agreement and Lease was further amended by a Fifth Amendment to Agreement and Lease dated August 5, 1980 and recorded on June 10, 1981, as Document Number 81-578698, in the Official Records of Los Angeles County, California; and 964354.4 WHEREAS, said Agreement and Lease was further amended by a Sixth Amendment to Lease dated February 1, 2009, and recorded February 2, 2009, as Document No. 09-132665 in the Official Records of Los Angeles County; and WHEREAS, said Agreement and Lease affect the land described in Exhibit A attached hereto and the improvements thereon; and WHEREAS, in support of the Hospital's defeasement of the FHA Insured Mortgage Revenue Bonds (Methodist Hospital of Southern California Project), Series 2009 and the refinancing of the Hospital's indebtedness relating thereto ("Project Financing") with a loan to be insured by the U.S. Department of Housing and Urban Development under Section 242 pursuant to Section 223(f) of the National Housing Act, as amended, the parties hereto desire to further amend said Agreement and Lease. NOW, THEREFORE, the parties hereto agree that said Lease and Agreement is hereby amended as follows: AGREEMENT 1. Effectiveness of this Seventh Amendment. This Seventh Amendment shall be conditioned upon, and effective (without the requirement of any further action on the part of either Hospital or City) concurrent with, the closing of the Project Financing, provided that this Seventh Amendment shall be effective only if the closing of the Project Financing occurs on or before May 27, 2016. Within ten (10) calendar days of the closing of the Project Financing, the Hospital shall provide to the City Manager of the City written certification of the date of such closing. 2. Extension of Term. Section 1 of the Agreement and Lease is hereby amended to read in its entirety as follows: This Agreement and Lease shall be for a term from the 28th day of May 1953 and continuing through and including the 27th day of May 2066, which period of time is hereinafter referred to simply as the "Term." 3. No Further Changes. Except as further amended by this Seventh Amendment to Agreement and Lease, said Agreement and Lease dated May, 28, 1953 as heretofore amended remains in full force and effect. This Seventh Amendment may be executed in counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. 4. Modification. This Agreement and Lease shall not be modified without the consent of the Secretary of Housing & Urban Development acting by and through the Federal Housing Commissioner. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) [SIGNATURE PAGE FOLLOWS) 964354.4 IN WITNESS WHEREOF, City and Hospital have executed this Seventh Amendment as of the date set forth above. CITY: CITY OF ARCADIA a municipal corporation ATTEST: li 4A ; , .��. BY: /, .l Li -_ • %AI i►f� C -rk err A. 4rovacic �yor Approved as to Form: Stephen P. Deitsch City Attorney 964354.4 HOSPITAL: METHODIST HOSPITAL OF SOUTHERN CALIFORNIA a California no ofit public bene t corporation f By: Dan F. Ausman President and Chief Executive Officer By: Allria•mmagams. William Grigg 4111•0■1111/ Chief Financial Officer 964354.5 EXHIBIT "A" LAND DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF LOT 5, OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17, PAGE 13, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT PARCEL OF LAND CONVEYED TO THE LOS ANGELES TURF CLUB, INC., AND DESCRIBED AS PARCEL 2 IN DEED RECORDED IN BOOK 12619, PAGE 275, OF OFFICIAL RECORDS OF SAID COUNTY, THENCE ALONG THE BOUNDARY OF THE LAND DESCRIBED IN SAID PARCEL 2 AS FOLLOWS: SOUTH 51° 27' 00" EAST 481.12 FEET; SOUTH 38° 33' 00" WEST 150.00 FEET; AND SOUTH 51° 27' 00" EAST 30.00 FEET TO THE INTERSECTION WITH THE SOUTHEASTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY AND WESTERLY ALONG THE SOUTHEASTERLY AND SOUTHERLY LINE OF SAID LOT 5 TO ITS POINT OF INTERSECTION WITH THE SOUTHERLY LINE OF HUNTINGTON DRIVE, 80.00 FEET IN WIDTH, AS THE SAME IS DESCRIBED IN THE DEED TO THE CITY OF ARCADIA, RECORDED IN BOOK 9396, PAGE 145, OF OFFICIAL RECORDS, OF SAID COUNTY; THENCE EASTERLY AND NORTHEASTERLY ALONG THE SOUTHERLY AND SOUTHEASTERLY LINE OF SAID HUNTINGTON DRIVE, TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 260 FEET, MEASURED AT RIGHT ANGLES TO THE NORTHEASTERLY LINE THEREOF, AND ALSO EXCEPTING THEREFROM THAT PORTION THEREOF LYING SOUTHWESTERLY OF A LINE DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHEASTERLY LINE OF HUNTINGTON DRIVE 80 FEET WIDE, AS DESCRIBED IN DEED TO CITY OF ARCADIA, RECORDED IN BOOK 9396, PAGE 145, OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEING SOUTHWESTERLY 1859.0 FEET FROM THE MOST WESTERLY CORNER OF THAT PARCEL OF LAND CONVEYED TO THE LOS ANGELES TURF CLUB, INC., AND DESCRIBED AS PARCEL 2 IN DEED RECORDED IN BOOK 12619, PAGE 275, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHEASTERLY IN A DIRECT LINE TO A POINT OF INTERSECTION WITH THE SOUTHEASTERLY LINE OF LOT 5 OF TRACT 949; SAID POINT OF INTERSECTION BEING 4043.0 FEET 964354.5 SOUTHWESTERLY FROM THE NORTHEAST CORNER OF SAID LOT 5, MEASURED ALONG THE SOUTHEASTERLY LINES OF SAID LOT 5. PARCEL 2: THE NORTHEASTERLY 260 FEET, MEASURED AT RIGHT ANGLES TO THE NORTHEASTERLY LINE THEREOF, OF THAT PORTION OF LOT 5, TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17, PAGE 13, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT PARCEL OF LAND CONVEYED TO THE LOS ANGELES TURF CLUB, INC., AND DESCRIBED AS PARCEL 2 IN DEED RECORDED IN BOOK 12619, PAGE 275, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE BOUNDARY OF THE LAND DESCRIBED IN SAID PARCEL 2 AS FOLLOWS: SOUTH 51° 27' 00" EAST 481.12 FEET; SOUTH 38° 33' 00" WEST 150.00 FEET; AND SOUTH 51° 27' 00" EAST 30.00 FEET TO THE INTERSECTION WITH THE SOUTHEASTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY AND WESTERLY ALONG THE SOUTHEASTERLY AND SOUTHERLY LINE OF SAID LOT 5, TO ITS POINT OF INTERSECTION WITH THE SOUTHERLY LINE OF HUNTINGTON DRIVE, 80.00 FEET IN WIDTH, AS THE SAME IS DESCRIBED IN THE DEED TO THE CITY OF ARCADIA, RECORDED IN BOOK 9396, PAGE 145, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE EASTERLY AND NORTHEASTERLY ALONG THE SOUTHERLY AND SOUTHEASTERLY LINE OF SAID HUNTINGTON DRIVE, TO THE POINT OF BEGINNING. APN: 8940-013-005 964354.5 SIXTH AMENDMENT TO AGREEMENT AND LEASE This Sixth Amendment to Agreement and Lease ( "Sixth Amendment ") is made and executed effective as of this 4th day of February, 2009, by and between the CITY OF ARCADIA, a municipal corporation (hereinafter referred to as the "City ") and METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a nonprofit California corporation (hereinafter referred to as the "Hospital "). RECITALS WHEREAS, on May 28, 1953, the City of Arcadia, a municipal corporation, as lessor, and Hospital Foundation of the Methodist.Church, Southern California - Arizona Conference, a nonprofit California corporation, executed an Agreement and Lease covering the real property described therein, which Agreement and Lease was recorded January 11, 1955 in Book 46609, Page 39 of the Official Records of Los Angeles County, California; WHEREAS, on August 9 , 1955, the parties to said Agreement and Lease executed an amendment thereto, which amendment was recorded August 25, 1955 in Book 48769, Page 295, Official Records of Los Angeles County, California; and WHEREAS, also on August 9, 1955, Hospital Foundation of the Methodist Church, Southern California- Arizona Conference with the written consent of the City assigned its interest in said Agreement and Lease to Methodist Hospital of Southern California, a nonprofit California corporation, which corporation assumed all of the obligations of the Hospital Foundation of the Methodist Church, Southern California- Arizona Conference under said Agreement and Lease; and WHEREAS, said Agreement and Lease was further amended by a Second Amendment to :Lease dated July 5 , 1956 and recorded on August 22, 1956 in Book 52099, Page 103, Official Records of Los Angeles County, California; and WHEREAS, said Agreement and Lease was further amended by a Third Amendment to Lease dated September 18, 1961 and recorded on January 27, 1966 in Book M2109, Page 272, Official Records of Los Angeles County, California; and WHEREAS, said Agreement and Lease was further amended by a Fourth Amendment to Lease dated December 23, 1963 and recorded May 11, 1964 in Book M1518, Page 761, Official Records of Los Angeles County, California; and WHEREAS, said Agreement and Lease was further amended by a Fifth Amendment to Agreement and Lease dated August 5, 1980 and recorded on June 10, 1981, as Document Number 81- 578698, in the Official Records of Los Angeles County, California; and WHEREAS, in support of Hospital's efforts to seek financing for purposes of updating and expanding the hospital and related facilities operated on the Premises, and to reflect certain other updates, the parties hereto desire to further amend said Agreement and Lease. 1058467.3 NOW, THEREFORE, the parties hereto agree that said Lease and Agreement is hereby 16 amended as follows: AGREEMENT 1. Effectiveness of this Sixth Amendment. This Sixth Amendment shall be conditioned upon, and effective (without the requirement of any further action on the part of either Hospital or City) concurrent with, the initial closing of the Project Financing (as defined in new Section 9 of the Agreement and Lease), addressed below. 2. Extension of Term. Section 1 of the Agreement and Lease is hereby amended to read its entirety as follows: This Agreement and Lease shall be for a term from the 28`h day of May, 1953 and continuing through and including the 27`h day of May, 2058, which period of time is hereinafter referred to simply as the "Term;" provided, however, if the closing of the Project Financing (as defined in Section 9, below) has not occurred by May 25, 2008, then the term of the Agreement and Lease shall be extended, for a period not to exceed 12 months, so that it runs through and includes the earlier of (i) the fiftieth (50th) anniversary of the day immediately following the closing date for the Project Financing; or (ii) May 27, 2059. 3. Adjustment of Rent. The following language is added to the end of the existing Section 4 of.the Agreement and Lease: Notwithstanding the preceding, if during the.Term the Premises ceases to be used solely as a non - profit hospital (utilizing the term "hospital' as defined at Section 3), then commencing concurrent with such changed use ( "Adjustment Date "), and continuing for so long as such use other than a non - profit hospital continues during the Term (with such period being referred to as the "Adjustment Period "), the consideration owing under this Agreement and Lease shall be adjusted to monthly installments of Fair Market Rent (as defined below) for such portions of the Premises not used as, or in support of, a non -profit hospital (utilizing the term "hospital" as defined at Section 3). For the purposes of this Section 4, "Fair Market Rent" shall mean the monthly fixed rent that would, as of the Adjustment Date, be paid by a willing tenant, not compelled to lease, and accepted by a willing landlord, not compelled to lease, for the undeveloped Premises (i.e. without taking into account the value of any improvements or facilities thereon or thereto) as of the pertinent date. Fair Market Rent shall be determined in accordance with the appraisal procedures set forth below or in such other manner as shall be mutually agreed upon, in writing, by the City and the Hospital. (a) If at any time it becomes necessary to determine the Fair Market Rent of the Premises for purpose of this Section 4 (the Premises being so appraised shall be referred to for the purposes of this Section as "Appraised Property "), then the Hospital shall select a person to act as an independent appraiser on its behalf in connection with determining the Fair Market Rent and shall provide the City with 1058467.3 written notice of such determination. Within ten (10) days after such notice, the City t shall by written notice to Hospital either (i) agree to the appointment of the appraiser identified in such initial notice, in which case such appraiser shall be the sole appraiser for purposes of determining the Fair Market Rent during such Adjustment Period, or (ii) appoint a second person as an appraiser on its behalf. Any appraiser appointed pursuant to this Section must be a member of the American Institute of Real Estate Appraisers (or any successor organization. thereto). The appraisers) thus appointed shall, within forty -five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Appraised Property to determine the Fair Market Rent for the Adjustment Period. In the case of two (2) appraisers, except as provided in Section below in this Section, the two appraisals shall be averaged to determine the Fair Market. Rent. (b) Notwithstanding the preceding provisions, if two appraisers are appointed, and the difference between their appraisal amounts exceeds ten percent (10 %) of the lesser of, such appraisal amounts, then the two appraisers shall have twenty (20) days to appoint a third appraiser. If no such appraiser is appointed within such twenty (20) days or within ninety (90) days of the original request for a determination Fair Market Rent, whichever is.earlier, either the City or the Hospital may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers or by such court shall be instructed to determine the Fair Market Rent within forty -five (45) days after the appointment of such appraiser. The determination of the three appraisers which differs most in the terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50 %) of the sum of the remaining two determinations shall be the appraised value, which appraised value shall be final and binding upon the City and the Hospital as the Fair Market Rent of the Appraised Property during the Adjustment Period. If the lowest and highest appraised values are equidistant in amount from the middle appraised value, then such middle appraised value shall be the Fair Market Rent for the Adjustment Period. (c) If the parties agree upon, and utilize, only one appraiser pursuant to this Section, then the City and the Hospital shall each pay one -half of the fees and expenses of such appraiser. If two appraisers are utilized, then the City and the Hospital each shall pay the fees and expenses of the appraiser appointed by it. If a third appraiser is utilized, then the City and the Hospital shall each pay one -half of the fees and expenses of the third appraiser and one -half of all other costs and expenses incurred in connection with each appraisal conducted pursuant to this Section 4. 4. Section 5 -K. Section 5 -K of the Agreement and Lease is hereby amended to read as follows: "5 -K — HOLD HARMLESS: The Hospital shall at all times during the Term keep and save the City and its officials, officers, employees and agents (collectively, the "City Indemnitees ") free and harmless from any and all liability, claims, demands, lawsuits and /or actions pertaining to injury or death to persons and/or damage to 1058467.3 property which may in.any manner arise from the use, occupancy or maintenance of iO the Premises and/or of any building, structure or improvement thereon, and/or from negligence, malfeasance, misconduct or inadvertence of Hospital and /or any of the Hospital's officials, officers, employees, agents and/or contractors in any way concerned with the construction, maintenance, operation and/or use of all or any portion of the Premises and/or all or any portion of any building, structure and /or improvement located thereon. Notwithstanding the preceding, however, the Hospital will not be obligated to indemnify the City Indemnitees for any liabilities, claims demands, lawsuits and /or actions pertaining to any injury or death to persons, and/or damage to property, to the extent caused by the actions or omissions by any of the City Indemnitees or their invitees including without limitation in connection with the use of the Auditorium by any of the City Indemnitees and their invitees, in accordance with Section 10 of this Agreement and Lease. The Hospital shall throughout the Term maintain in full force. and effect a policy or policies of insurance, with endorsements naming the City Indemnitees as additional insureds, which provide liability, boiler, vehicle and medical malpractice insurance, each of a type and with coverage and deductible amounts, and issued by one or more insurers, as is customary in the health care industry and determined annually by an independent insurance consultant, reasonably acceptable to the City, to be adequate to protect the interests of City, as landlord under the Agreement and Lease. The Hospital shall annually report and certify to the City all its insurance coverages required under this Lease and Agreement. In addition, upon the City's written request, which shall me made no more frequently than annually, the Hospital shall furnish to the City complete and accurate copies of current certificates of insurance and endorsements effecting the insurance coverages required by this Agreement and Lease on forms reasonably satisfactory to the City. The parties hereto agree that the obligations of this Section 5 -K HOLD HARMLESS shall not succeed to or become an obligation of the U.S. Department of Housing and Urban Development, acting by and through the Federal Housing Commissioner ( "FHA ") or to any other governmental entity: Federal, State or Local that is statutorily prohibited from assuming this obligation. Notwithstanding the foregoing, any and all successors in interest to the U.S. Department of Housing and Urban Development and/or the FHA shall be subject to the obligations of this Section 5 -K HOLD HARMLESS ", except for any other governmental entity: Federal, State or Local that is statutorily prohibited from assuming this obligation. 5. New Section 9 (Incorporation of 207 Lease Addendum), The following new Section 9 is hereby added to the Agreement and Lease: 9 207 Lease Addendum. In order to support the Hospital's updating and expansion of the hospital and related facilities operated on the Premises, and receipt of financing for such projects ( "Project Financing ") with a loan subject to credit enhancement pursuant to the HUD /FHA Section 242 Mortgage Insurance for Hospitals program ( "HUD/FHA -242 Program "), the City and the Hospital agree 1058467.3 4 that the contained in the 207 Lease Addendum to this Lease are b this e y reference, incorporated into and made a part of this Agreement and Lease. 6. Attachment of 207 Lease Addendum. The 11207 Lease Addendum" attached as Exhibit 1 to this Sixth Amendment to Agreement and Lease is hereby added to, incorporated into and made a part of the Agreement and Lease, as an attachment and addendum thereto. 7. New Section 10 (Use of Hospital Auditorium). The following new Section 10 is added to the Agreement and Lease: 10. - Use of Hospital Auditorium. The Hospital shall provide to the City for use by the City and its officials, officers, employees and agents for City events and meetings, use of the existing large auditorium on the Premises ( "Auditorium "), or such similar facility as may subsequently replace such auditorium, except to the extent that the Hospital requires the use of the auditorium for the Hospital's purposes on the proposed date of the City's use. As a condition to such use of the Auditorium, the City shall provide to the Hospital at least twenty (20) days, butnot more than thirty (3 0) days, advance written notice of the date and time that the City proposes to use the Auditorium ( "Proposed Use Notice "); and if the Hospital fails to submit written notice to the City at least fifteen (15) days prior to the proposed date of the City's use, then the City shall be deemed to have the right to use the auditorium at the date and time set forth in the Proposed Use Notice. However, the City's use rights under this Section are subject to the following qualifications and conditions: a. The City shall be responsible for, and shall pay, any and all applicable costs that may be necessary for, or. incurred in connection with, any City events held at the Auditorium, including without limitation (i) any costs associated with efforts determined by the Hospital to be necessary to facilitate parking for City events and for coordinating the parking needs of those attending such event with the needs of hospital patients, physicians and visitors, including without limitation valet costs, and (ii) any other costs associated with a City event at the Auditorium, including without limitation catering costs. If the Hospital incurs any such costs which are the City's responsibility hereunder, the City will reimburse the Hospital within thirty (30) days of receipt of an invoice for such costs from the Hospital. b. In order to minimize parking problems caused by the City's use of the Auditorium, the City shall only schedule meetings in the Auditorium after 5:30 p.m. C. The City's use of the Auditorium shall be limited to meetings related to the City's business or meetings expressly sponsored by the City (i.e. candidates' forums). d. The City's rights to use of the Auditorium shall be permitted only to the extent the Hospital determines that such use does not (i) risk in any manner the Hospital's non - profit and tax - exempt status (including exemption from property taxes), under current or future laws, rules or regulations, or (ii) conflict with any current or future bond or financing covenants applicable to the Hospital or requirements for such bonds to remain tax exempt. e. The rights granted to the City pursuant to this Section 10 are personal to the City and not assignable to any other party. Accordingly, upon any assignment by the City of 1058467.3 any or all of its rights under the Agreement and Lease, the rights granted to the City under �t this Section 10 shall automatically terminate. f. Notwithstanding the forgoing, if the Hospital determines at anytime that the implementation of the provisions set. forth in this Section 10 creates a hardship for the Hospital, including without limitation interfering with the Hospital's use of the Auditorium, the Hospital's ability to effectively manage Hospital operations or the maintenance, security or parking on the Hospital campus, then promptly upon the Hospital's request the Hospital and City shall modify the provisions of this Section 10 to the degree necessary to mitigate such adverse impacts in a manner reasonably acceptable to the Hospital. 8. New Section 11 (Advance Consent to Successors' Use) 11. - Advance City Consent to Successor's Use. The City and the Hospital acknowledge that the Secretary of Housing and Urban Development (the "Secretary ") has insured or will insure a deed of trust loan that will be used to update and expand the Hospital and related facilities operated on the Hospital's Premises. (i.e. the Project Financing). The Secretary acknowledges that the use of the Premises for a hospital facility is the main consideration given by the Hospital in return for the City originally entering into the Lease and subsequently amending the Lease. Therefore, the City desires to maintain the use of the Premises as a hospital so long as it is a viable use and there is a need in the community for the Hospital. Therefore, if the Secretary becomes the holder of the Note insured by the Secretary or otherwise becomes the owner of the Hospital's leasehold estate in the Premises because of foreclosure, deed in lieu of foreclosure, or any other method, the Secretary will use its best efforts to maintain the use of the Premises for hospital purposes, and in furtherance of such efforts by the Secretary, the City hereby consents and agrees, pursuant to Section 5 -M of the Agreement and Lease, to the Secretary selling or transferring the Hospital's leasehold estate in the Premises to a non - profit, public or proprietary entity(ies) for. (i) use as a hospital; or (ii) any public uses, or such other uses, as may be permitted by the then current zoning restrictions. The Secretary will consult with the City to determine if the Premises are no longer viable as a hospital. If it is determined by the Secretary that the use of the Premises as a hospital is no longer viable, the Secretary may change the use of the Premises to a public use, or other use, that complies with the then current zoning restrictions and other relevant local laws of the City and otherwise comports with the uses of adjacent properties. This provision also constitutes a modification of the use provisions set forth at Section 3 of this Agreement and Lease, to expand the permissible uses of the Premises, as and to the extent described above in this Section. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] ]SIGNATURE PAGE FOLLOWS] 1058467.3 9. No Further Changes. Except as further amended. by this Sixth Amendment to Agreement and Lease, said Agreement and .Lease dated May, 28, '1953 as heretofore amended remains in full force and effect. This Sixth Amendment and the attached 207 Lease Addendum may be executed in counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. IN WITNESS WHEREOF, City and Hospital have executed this Sixth Amendment as of the Effective Date. "CITY" Attest: CITY OF ARCADIA, a municipal corporation IN City Clerk 058467.3 7 By: Robert C. Harbicht, Mayor Approved as to Form: Stephen P. Deitsch City Attorney "HOSPITAL" METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a nonprofit California corporation By: _0, M - J�� Its: Pitt—, -:s-In d-�j -f— G i o /3 3 This Agreement and Lease shall not be modified without the consent of the Federal Housing Commissioner. Acknowledged and Approved: Attest: By: City erk "CITY" CITY OF ARCADIA, a municipal corporation By: ��- (2 � � . ,, Robert C. Harbicht, Mayor Approved as to Form: By: 4&-4 G, Stephen P. Deitsch City Attorney Its: "HOSPITAL" METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a nonprofit California corporation 1058467.3 4 EXHIBIT 1 EXHIBIT 1 TO If SIXTH AMENDMENT TO AGREEMENT AND LEASE 207 AGREEMENT AND LEASE ADDENDUM Notwithstanding any other provisions of the Agreement and Lease, if and so long as the leasehold estate created by the Agreement and Lease (the "Agreement and Leasehold Estate ") is subject to a mortgage ( "Mortgage ") insured, reinsured, or held by the Federal Housing Commissioner (the "Commissioner ") or given to the Commissioner in connection with a resale, or the demised Premises are acquired and held by him because of a default under said Mortgage: 1. The Hospital is authorized to obtain a loan, the repayment of which is to be. insured by the Federal Housing Commissioner and secured by a mortgage on the leasehold estate created under the Agreement and Lease. The Hospital is further authorized to execute a mortgage on this Agreement and Leasehold and otherwise to comply with the requirements of the Federal Housing Commissioner for obtaining such an insured mortgage loan. 2. If approved by the Federal Housing Commissioner, and subject also to the City's approval rights as set forth in the Agreement and Lease, which shall not be unreasonably withheld or delayed, the Hospital may assign, transfer or sell its interest in the Premises. In the event of a default under the Mortgage, the City approves in advance the assignment, transfer or sale of the Premises to the Commissioner. Upon a default under the Mortgage, the Commissioner, any mortgagee -in- possession, or any successor organization would have a right to occupy the leased Premises for hospital- related uses and any other uses permitted under the Agreement and Lease, as successor to the Hospital under the Agreement and Lease, so long as such party agrees to, be bound by all of the terms and conditions of the Agreement and Lease.. 3. (a) Insurance policies shall be in an amount, and in such company or companies and in such form, and against such risks and hazards, as shall be approved by such mortgagee and/or the Federal Housing Commissioner and also as approved by the City, which approval shall not be unreasonably withheld or delayed. These insurance requirements shall be in addition to, and not in lieu of, the insurance provisions for the protection of the City, as provided at Section 5 -K of the Agreement and Lease. However, the City and Hospital agree that the provisions in Section 5 -K of the Agreement and Lease, by which the Hospital provides indemnification, shall apply only to the extent such indemnified obligations are covered by insurance policies carried by the Hospital. (b) The City shall not take out separate insurance concurrent in form or contributing in the event of loss with that specifically required to be furnished by the Hospital to the mortgagee. The City may at its own expense, however, take out separate insurance which is not concurrent in form or not contributing in the event of loss with that specifically required to be furnished by the Hospital. 4. (a) If all or any part of the demised Premises shall be taken by condemnation that portion of any award attributable to the improvements or damage to the improvements shall be paid to the mortgagee or otherwise disposed of as maybe provided in the insured mortgage. Any portion ofthe award attributed solely to the taking of land shall be paid to the City. After the date of taking the 1058467.3 1 EXHIBIT 1 annual round rent shall be reduced ratably b the proportion which the condemnation award aid to IIG/ g Y Y P P P the City bears to the total value of all awards, including awards to the Hospital for loss of its leasehold interest. The parties acknowledge and agree that the City shall be entitled to that portion of any condemnation award relating to the value of the lost fee interest, taking into account the existence of the Agreement and Lease, and that the Hospital shall be entitled to the portion of any condemnation award payable based on the value of the Hospital's leasehold interest under the Agreement and Lease, and that any such amounts payable to the Hospital shall be paid over to the Mortgage holder or the Commissioner, as specified by the Commissioner, so long at the Mortgage remains in place. (b) In the event of a negotiated sale of all or a portion of demised Premises in lieu of condemnation, the proceeds shall be distributed and ground rents reduced as provided in cases of condemnation, but the approval of the Commissioner and the mortgagee shall be required as to the amount and division of the payment to be received. 5. The City agrees that, within ten (10) days: after receipt of written request from the Hospital, it will join in any and all applications for permits, licenses or other authorizations required by any governmental or other body, other than the City or any division or department of the City, claiming jurisdiction in connection with any work which the Hospital may do hereunder, and will also join in any grants for easements for electric, telephone, gas, water, sewer and such other public utilities and facilities as may be reasonably necessary in the operation of the demised Premises or of any improvements that may be erected thereon; and if, at the expiration of such ten (10) days' period, the City shall not have joined in any such application, or grants for easements, the Hospital shall have the right to execute such application and grants in the name of the City, and, for that purpose, the City hereby irrevocably appoints the Hospital as its Attorney -in -fact to execute such papers on behalf of the City. 6. Nothing contained in this Agreement and Lease shall require the Hospital to pay any franchise, estate, inheritance, succession, capital levy or transfer tax of the City, or any income, excess profits or revenue tax, or any other tax, assessment,,charge or levy upon the rent payable by the Hospital under this Agreement and Lease; provided, however, that nothing herein shall constitute a waiver of the Hospital's separate obligations to pay any taxes, assessments, levies or transfer taxes that are otherwise applicable to the Hospital under applicable law, regulations or ordinances, whether or not payable to the City. 7. Upon any default under this Agreement and Lease which authorizes the cancellation thereof by the City, the City shall give notice to the mortgagee and the Federal Housing Commissioner, and the mortgagee and the Federal Housing Commissioner, their successors and assigns, shall have the right at any time within six (6) months from the date of such notice to correct the default and reinstate the Agreement and Lease unless the City has first terminated the Agreement and Lease as provided herein. At any time after two (2) months from the date a notice of default is given to the mortgagee and the Commissioner, the City may elect to terminate the Agreement and Lease and acquire possession of the demised Premises. Upon acquiring possession of the demised Premises, the City shall notify the Commissioner and mortgagee. The mortgagee and Commissioner shall have six (6) months from the date of such notice of acquisition to elect to take a new Agreement and Lease on the demised 1058467.3 2 EXHIBIT 1 Premises. Such new Agreement and Lease shall have a term equal to the unexpired portion of the Iq term of this Agreement and Lease and shall be on the same terms and conditions as contained in this Agreement and Lease, including without limitation the Lease provisions addressing the purposes for the lease at Paragraph 3 of the Lease, but excepting that the mortgagee's and Commissioner's liability for ground rent shall not extend beyond their occupancy under such Agreement and Lease. The City-shall tender such new Agreement and Lease to the mortgagee or Commissioner within thirty (30) days after a request for such Agreement and Lease and shall deliver possession of the demised Premises immediately upon execution of the new Agreement and Lease. Upon executing a new Agreement and Lease the mortgagee or Commissioner shall pay to the City any unpaid ground rentals due or that would have become due under this Agreement and Lease to the date of the execution of the new Agreement and Lease, including any taxes which were liens on demised Premises and which were paid by the City, less any net rentals or other income which the City may have received on account of this property since the date of default under this Agreement and Lease.. 8. All notices, demands and requests which are required to be given by the City, the Hospital, 'the mortgagee or the Commissioner shall be in writing and shall be sent by registered or certified mail, postage prepaid, and addressed to the address of the party as given in this instrument unless a request for a change in this address has been sent to the party giving the notice by registered or certified mail prior to the time when such notice is given. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 1058467.3 3 EXHIBIT 1 9. No Further Changes. Except as further amended by this Sixth Amendment to Agreement and Lease, said Agreement and Lease dated May, 28, 1953 as heretofore amended remains in full force and effect. This Sixth Amendment and the attached 207 Lease Addendum may be executed in counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. IN WITNESS WHEREOF, City and Hospital have executed this Sixth Amendment as of the Effective Date. "CITY" Attest: CITY OF ARCADIA, a municipal corporation .- By: nn C.�i -e l� By:'. City Cferk Robert C. Harbicht, Mayor Approved as to Form: By: v P l� Stephen P. Deitsch City Attorney Its: 1058467.3 "HOSPITAL" METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a nonprofit California corporation 0 A 9. This Agreement and Lease shall not be modified without the consent of the Federal Housing Commissioner. Acknowledged and Approved: "CITY" Attest: CITY OF ARCADIA, a municipal corporation By: By: City Clerk Robert C. Harbicht, Mayor Approved as to Form: By: Stephen P. Deitsch City Attorney "HOSPITAL" METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a nonprofit California corporation B M, By. Its: F/t-b6 ! 10584673 4 EXHIBIT I EXHIBIT "B" LAND DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF LOT 5, OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17, PAGE 13, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT PARCEL OF LAND CONVEYED TO THE LOS ANGELES TURF CLUB, INC., AND DESCRIBED AS PARCEL 2 IN DEED RECORDED IN BOOK 12619, PAGE 275, OF OFFICIAL RECORDS OF SAID COUNTY, THENCE ALONG THE BOUNDARY OF THE LAND DESCRIBED IN SAID PARCEL 2 AS FOLLOWS: SOUTH 510 27'00" EAST 481.12 FEET; SOUTH 38'33'00" WEST 150.00 FEET; AND SOUTH 510 27'00" EAST 30.00 FEET TO THE INTERSECTION WITH THE SOUTHEASTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY AND WESTERLY ALONG THE SOUTHEASTERLY AND SOUTHERLY LINE OF SAID LOT 5 TO ITS POINT OF INTERSECTION WITH THE SOUTHERLY LINE OF HUNTINGTON DRIVE, 80.00 FEET IN WIDTH, AS THE SAME IS DESCRIBED IN THE DEED TO THE CITY OF ARCADIA, RECORDED IN BOOK 9396, PAGE 145, OF OFFICIAL RECORDS, OF SAID COUNTY; THENCE EASTERLY AND NORTHEASTERLY ALONG THE SOUTHERLY AND SOUTHEASTERLY LINE OF SAID HUNTINGTON DRIVE, TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 260 FEET, MEASURED AT RIGHT ANGLES TO THE NORTHEASTERLY LINE THEREOF, AND ALSO EXCEPTING THEREFROM THAT PORTION THEREOF LYING SOUTHWESTERLY OF A LINE DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHEASTERLY LINE OF HUNTINGTON DRIVE 80 FEET WIDE, AS DESCRIBED IN DEED TO CITY OF ARCADIA, RECORDED IN BOOK 9396, PAGE 145, OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEING SOUTHWESTERLY 1859.0 FEET FROM THE MOST WESTERLY CORNER OF THAT PARCEL OF LAND CONVEYED TO THE LOS ANGELES TURF CLUB, INC., AND DESCRIBED AS PARCEL 2 IN DEED RECORDED IN BOOK 12619, PAGE 275, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHEASTERLY IN A DIRECT LINE TO A POINT OF INTERSECTION WITH THE SOUTHEASTERLY LINE OF LOT 5 OF TRACT 949; SAID POINT OF INTERSECTION BEING 4043.0 FEET SOUTHWESTERLY FROM THE NORTHEAST CORNER OF SAID LOT 5, MEASURED ALONG THE SOUTHEASTERLY LINES OF SAID LOT 5. 1058535.2 6 1" alf PARCEL 2: THE NORTHEASTERLY 260 FEET, MEASURED AT RIGHT ANGLES TO THE A-3 NORTHEASTERLY LINE THEREOF, OF THAT PORTION OF LOT 5, TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17, PAGE 13, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT PARCEL OF LAND CONVEYED TO THE LOS ANGELES TURF CLUB, INC., AND DESCRIBED AS PARCEL 2 IN DEED RECORDED IN BOOK 12619, PAGE 275, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE BOUNDARY OF THE LAND DESCRIBED IN SAID PARCEL 2 AS FOLLOWS: SOUTH 510 27'00" EAST 481.12 FEET; SOUTH 38'33'00" WEST 150.00 FEET; AND SOUTH 510 27'00" EAST 30.00 FEET TO THE INTERSECTION WITH THE SOUTHEASTERLY LINE . OF SAID LOT 5; THENCE SOUTHWESTERLY AND WESTERLY ALONG THE SOUTHEASTERLY AND SOUTHERLY LINE OF SAID LOT 5, TO ITS POINT OF INTERSECTION WITH THE SOUTHERLY LINE OF HUNTINGTON DRIVE, 80.00 FEET IN WIDTH, AS THE SAME IS DESCRIBED IN THE DEED TO THE CITY OF ARCADIA, RECORDED IN BOOK 9396, PAGE 145, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE EASTERLY AND NORTHEASTERLY ALONG THE SOUTHERLY AND SOUTHEASTERLY LINE OF SAID HUNTINGTON DRIVE, TO THE POINT OF BEGINNING. Assessor's Parcel Number: 8940 -013 -005 1058535.2 7 CONSENT TO LICENSE Reference is made to that certain Agreement and Lease made and executed May 28, 1953, by and between the City of Arcadia, as Lessor, and Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, as Lessee, which Agreement and Lease has been amended on August 5, 1955, July 5, 1956, September 1.8, 1961, December 23, 1963, and August 5, 1980 (the "Lease "). Lessee desires to grant and Huntington Bank, a California banking corporation, desires to enter into, a license agreement for a portion of the premises under the Lease, for the purpose of installing and operating a 24 -hour remote banking services facility. Lessor hereby consents to the proposed license attached hereto as Exhibit "A" of a portion of the premises to Huntington Bank and acknowledges that said license will not constitute a default under the Lease and consents and acknowledges without waiving any rights or powers under above - described Masterlease, including but not limited to the restrictions concerning assign- ment or subletting. This; Consent and Acknowledgment shall not take effect until the Certificate of Insurance referred to in Article 19 of Exhibit "A" is approved as to form and content by Lessor's City Attorney. This Consent is given to Huntington Bank and Lessee this 3rd day of November, 1981. ATTFCT LESSOR: THE CITY Charles Mnvnr City Clerk U ATM INSTALLATION AGREEMENT TABLE OF CONTENTS ARTICLE Page 1 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . 1 2 Premises . . . . . . . . . . . . . . . . . . . . . . . . 1 3 Term . . . . . . . . . . . . . . . . . . . . . . . 2 4 Termination . . . . . . . . . . . . . . . . . . . . . . 2 5 Marketing Program . . . . . . . . . . . . . . . . . . . 3 6 Use . . . . . . . . . . . . . . . . . . . 3 7 Assignments and Subletting . . . . . . . . . . . . . . . 3 8 Taxes and Assessments . . . . . . . . . . . . . . . . . 3 9 Utilities . . . . . . . . . . . . . . . . . . . . . . 3 10 Delivery of Premises . . . . . . . . . . . . . . . . . . 4 11 Trade Fixtures and Equipment . . . . . . . . . . . . . . 4 12 Alterations, Improvements and Repairs . . . . . . . . . 5 13 Indemnity . . . . . . . . . . . . . . . . . . . . . 5 14 Cancellation Option . . . . . . . . . . . . . . . . . . 5 15 Condition of Title . . . . . . . . . . . . . . . . . . . 6 16 Title to Improvements . . . . . . . . . . . . . . . . . 6 17 Security . . . . . . . . . . . . . . . . . . . . 7 18 Application for Permits, Licenses, Variances and Grants of Easements . . . . . . . . . . . . . . . 7 19 Insurance . . . . . . . . . . . . . . . . . . . . . 7 20 Conveyance by Company . . . . . . . . . . . . . . . . . 7 21 Right of Inspection . . . . . . . . . . . . . . 8 22 Consent Not Unreasonably Withheld . . . . . . . . . . . 8 23 Captions . . . . . . . . . . . . . . . . . . . . . . . 8 24 Attorneys' Fees and Costs . . . . . . . . . . . . . . . 8 25 Waiver of Breach . . . . . . . . . . . . . . . . . 8 26 Scope of Agreement - Legal Construction . . . . . . 8 27 Quiet Possession . . . . . . . . . . . . . . . . . . . . 9 28 Compliance with Law . . . . . . . . . . . . . . . . . . 9 29 ATM Installation, Maintenance and Servicing . . . . . . 9 30 Signs . . . . . . . . . . . . . . . . . . . . . . . . 4 31 Notices . . . . . . . . . . . . . . . . . . . . . . . . 1Q 32 Invalidation . . . . . . . . . . . . . . . . . . . . . . 10 33 Assigns . . . . . . . . . . . . . . . . . . . . . . . . 1Q i • ATM INSTALLATION AGREEMENT THIS AGREEMENT, executed this day of October, 1981, by and between METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, hereinafter'"called "Company," and HUNTINGTON BANK, hereinafter called "Bank." WHEREAS, Company leases a certain parcel of land located at 300 West Huntington Drive in the City of Arcadia, County of Los Angeles, State of California (the "Property") as legally described -in Exhibit "A" hereto from the City of Arcadia, a copy of which lease is attached hereto marked Exhibit "B "; and WHEREAS, Bank has requested or will soon request the approval of the California State Banking Department and the Federal Deposit.Insurance Corporation for the establish- ment of a CBCT - automated teller machine, hereinafter called "ATM ", more particularly described in Exhibit "D" attached hereto and which will be installed on the portion of the Property shown in red on Exhibit "A "; and WHEREAS, Company is desirous that Bank install the ATM in or on said portion of said land. NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions herein contained, Company and Bank hereby agree as follows: Article 1. Exhibi The following plans, drawings and special provisions are attached hereto as exhibits and by this reference made a part of this Agreement: Exhibit "A ": Legal Description of Property Exhibit "B ": Master Lease of Property Exhibit "C ": Plan Showing Premises Exhibit "D ": Description of CBCT - Automated Teller Machine Article 2. Premises Company agrees to provide to Bank at no expense a license to use the Premises which shall be that certain parcel of land referred to as "Premises" bounded in red as shown on Exhibit "C" and constituting a portion of the Property legally described in Exhibit "A" attached hereto. In addition thereto, Bank shall have the non - exclusive right to use the Property for access to the Premises and for other uses for Bank's full use of Premises in accordance with the terms hereof. During the term of this Agreement, Bank shall have the right to expand or reconstruct its ATM facility on Premises to the maximum area of Premises delineated on Exhibit "C ". The Company shall have the right to review and approve any plans for expansion or construction on the Premises and any alteration, remodeling or construction of the ATM undertaken by the Bank. In reliance on the license granted hereby, Bank in- tends to undertake and pursue application for the permits necessary for Bank to operate the ATM facility on the Premises. Article 3. Term The term of this Agreement shall be for a two (21 year term commencing on the date upon which the ATM becomes available for use by Company's employees, hereinafter "Effective Date" and shall continue until two (2) years thereafter. This Agreement shall automatically renew for successive periods of two (2) years each unless terminated pursuant to Article 4. Article 4. Termination Either party shall have the option of terminating this Agreement effective at any time after first giving notice in writing at least one hundred eighty (180) days in advance of such termination. If either party exercises its rights to terminate this Agreement as described in the preceding paragraph, then, after Bank has removed all of its trade fixtures and equipment as provided in.Article 11, neither party hereto shall have any liability, either for damages, or otherwise, to the other arising out of or based upon this Agreement, except that the Company shall not waive any future claim against the Bank for damages based upon the Bank's or its employees' or agents' negligent or intentional acts, contractual disputes or property damage resulting from use and removal of the ATM in the Company. 2 i 0 Article 5. Marketing Program Company will cooperate with Bank in its development of an ATM marketing program for Company's employees; the cost of which will be borne entirely by Bank. The opening, main- taining and servicing of all financial accounts established by Company's employees with Bank shall be the sole responsi- bility of Bank. W Article 6. Use Premises may be used for general banking purposes by Bank. Bank has the right to perform any alterations to the Premises deemed desirable by the Bank for installation or modification of the ATM upon approval by Company. Article 7. Assignments and-Subletting Neither the Company nor the Bank has the right to assign, sublet, hypothecate, or transfer all or any part of this Agreement except with the mutual consent of Company, Bank., and the City of Arcadia. Article 8. Taxes and Assessments Bank agrees to pay all licenses, permits and taxes on its business and personal property. Company agrees to pay all other taxes and assessments levied on said Premises and improvements thereon. Bank agrees that if real property taxes are imposed on the Premises provided to the Bank, the Bank will pay said taxes. Article 9. Utilities Company agrees that this Agreement shall be subject to Bank's being able °to obtain, within a reasonable distance. from the boundaries of Premises, adequate facilities for the delivery to and distribution of electricity, telephone service and common facilities. All such utility installations shall be of such capacity as to accommodate the building and all fixtures, equipment and service lines of Bank without the necessity of further alteration or adjustment by Bank. Bank shall be responsible for all connection expenses arising from its joining to or connecting with said utility lines. Company, at no cost to Company, shall cooperate with Bank in the obtaining of the utility services described herein and shall, without limiting the foregoing, allow Bank to bring utility service to the Premises through Company's existing utility connections 3 or to cause new connections and /or lines to be installed on the Property. Niotwithstanding the foregoing, none of the foregoing acts of Bank shall result in any increased utility costs to Company nor shall they result in any permanent detriment to the Property. Bank agrees to obtain separate meters, and Bank agrees, at its own expense, to pay for all electricity, tele- phone and other services resulting from Bank's occupancy and use of Premises during the term of this Agreement. Article 10. Delivery of Premises Company agrees to deliver possession of Premises to Bank at any time after the date of this Agreement upon the giving of ten (10) days notice by Bank to Company. At the written request of Company, Bank shall provide for Company's file a complete set of plans and speci- fications covering the ATM to be installed upon Premises and on all improvements, but excluding plans and specifications of inner workings of the ATM vaults. At the request of Bank, Company shall deliver to the Bank plans and specifications necessary for the Bank's installation and operation of ATM located on the Property. At all times during the course of Bank's installa- tion of the ATM, Company shall have the right to inspect the building site and confer with Bank concerning the status and progress of construction. Article 11. Trade Fixtures and Equipment The ATM and any trade fixtures and equipment affixed to it, such as, but not limited to, banking trade fixtures, vault doors, vault equipment, alarm systems, automatic teller equipment and other personal property, stored, installed in or attached to the ATM or Premises by the Bank shall remain the property of the Bank and the Company shall claim no interest in such property or equipment. The ATM and all trade fixtures and equipment shall not be considered part of the real property described in Exhibit "A" but shall be considered personal property no matter how such ATM or trade fixtures and equipment are affixed to the real property. Company agrees that Bank shall have the right at any time and from time to time during the term of this Agree- ment to remove its ATM and all such trade fixtures and equipment. 4 6 0 . Bank agrees that within thirty (30) days after expiration of this Agreement, Bank shall be obligated to remove the ATM and any foundations or other appurtenances installed upon the Premises for the utilization thereof, except utility line installation. Bank shall be obligated to repair any damages occasioned by such removal. Article 12. Alterations, Improvements and Repairs Bank, at its expense, shall keep all improvements it has constructed on Premises in good order, condition and repair and shall, at its sole expense, make all repairs thereto.. Subject to the approval of governmental agencies having jurisdiction, Bank shall have the right at any time, and from time to time, to alter, remodel and reconstruct the ATM on the Premises for Bank's use thereof in any manner what- soever upon approval of Company. Article 13. Indemnity Bank shall indemnify, defend and save harmless Company, and the City of Arcadia and its officers and employees from (a) any liability on account of any damage, death or injury to persons or property during the term of this Agreement caused by reason of any act or omission arising out of the use of Premises by Bank, and (b) all liens arising out of any repairs or alterations which the Bank may make upon said Premises. Bank, however, shall not be liable for damage or injury occasioned by failure of the Company to comply with its obligation here- under or by reason of the negligence of the Company, or its agents, servants or employees. Article 14. Cancellation Option It is understood between the parties hereto that Bank has requested or will soon request permission from the California Banking Department and the Federal Deposit Insurance Corporation to establish an ATM on the Premises. should either of these requests be denied or once granted be cancelled, then this Agreement may be cancelled by Bank. In addition to the cancellation option provided hereinabove, Bank may at its option cancel this Agreement if: (a) Bank fails to obtain a building permit from appropriate governmental agencies or authorities; (b) Bank is.unable to obtain adequate utilities as provided in Article 9 herein; or 5 (c) Company fails to deliver Premises to Bank as provided in Article 10 herein. If this Agreement is cancelled as provided for in this Article, then neither party hereto shall have any liability, either for damages, or otherwise, to the other arising out of or based upon this Agreement, except as to liabilities which arise from incidents oi* circumstances which occurred or existed prior to such cancellation. Article 15. Condition of Title As a condition of Bank executing this Agreement', Company warrants that: (a). .It is the lessee of the Property and has not subleased or assigned any interest in the Premises. (b) It has full power, rights and authority to execute this Agreement with the consent of the City of Arcadia; and (c) The signature of Company's officers on this Agreement will bind Company for the term of this Agreement. Article 16. Title to Improvements Company agrees that all improvements, additions thereto or reconstructions thereof or other improvements, either real or personal, constructed or installed on the Premises by Bank, shall remain the property of Bank during the term of this Agreement. _Upon expiration of this Agreement, Bank shall be allowed to enter upon the Premises for the purpose of re- moving the ATM and all personal property and Bank trade fix- tures, as provided in Article 11 herein. If, at any time during the term of this Agreement, the ATM installed by Bank on the Premises shall be damaged or destroyed by any casualty, Bank may, at its option: restored; or ments. (a) Cause said equipment to be repaired or (b) Demolish the remainder of any such improve- I Article 17. Security Bank is responsible for the security of the ATM system. Notwithstanding the foregoing, Company has an affirma- tive-duty to promptly notify Bank and law enforcement officials of any attempts to tamper with the ATM or attempt to compromise the security of the ATM. Article 18. Application for Permits, Licenses Variances and Grants of Easements Immediately upon receipt of written request from Bank, Company shall join, without cost to Company, in any and all applications for permits, licenses or other authoriza- tions required by any governmental or other body claiming jurisdiction in connection with any construction work for which the Bank may perform hereunder, and will also join in any grants or easements for electric, telephone, and such other public facilities and utilities as may be reasonably necessary in the operation of the Premises or of any improve- ments in connection therewith. Article 19. Insurance Bank agrees to maintain at all times during the term of this Agreement adequate comprehensive public liability, fire and casualty insurances on said Premises. Bank shall' obtain insurance and deliver certificates of insurance to the Company indicating minimum coverage of $500,000 per injured person, $500,000 per action for public liability insurance and $100,000 for property damage. Likewise, Company agrees that it will maintain the same types of insurance as provided in this Article for all property adjoining Premises. Bank agrees to include the City of Arcadia, its officers and em- ployees, as an additional insured in all insurance maintained on the Premises, and shall deliver to the City Attorney of the City of Arcadia all certificates of insurance in a form and with content approved by him. Article 20. Conveyance by Company In the event that during the term of this Agreement Company shall assign, transfer or sell its interest in the Premises, and the assignee or transferee of Company agrees in writing to be bound to perform all of the terms, covenants and conditions of the Company pursuant to this Agreement, then from and after the effective date of such assignment, transfer or sale, Company shall be released and discharged from any and all further obligations and responsibilities under this Agree- ment except as to those already incurred, provided Company has caused written notification of said assignment, transfer or sale to be given Bank. 1 • Article 21. Right of Inspection Company or its agents may, by prearranged appoint- ment with Bank, during normal business hours of Bank, enter in and upon the exterior of Premises or portion thereof with the exception of vaults and the service area thereto, to view same or make any inspection of same. Article 22. Consent Not Unreasonably Withheld The parties of this Agreement agree that whenever under the terms of this Agreement provision is made for the securing of the consent of either Company or Bank, such consent shall not be unreasonably withheld. Any request for such consent shall be made in writing. Article 23. Captions The captions of Articles in this Agreement are for convenience only and are not a part of this Agreement, and do not in any way limit or amplify the terms and provisions of this Agreement. Article 24. Attorneys' Fees and Costs In the event of any action at law or in equity between Company and Bank to enforce any of the provisions and /or .rights hereunder, the unsuccessful party to such litigation covenants and agrees to pay to the successful party all costs and expenses, including reasonable attorneys' fees incurred therein by such successful party, which shall be included in and as a part of such judgment. Should either Company or Bank, by reason of this Agreement and without fault on its part, be made a party to any litigation instituted by or against the other, then said party so named as a party to said litigation shall be entitled to receive from the other party all costs, expenses, and reasonable attorneys' fees incurred in or in conneciton with such litigation. Article 25. Waiver of Breach Waiver by Company or Bank of'.any breach of default of this Agreement or of any term or condition herein contained shall not be deemed to be a waiver of any subsequent or other breach of the same or of any other term, covenant, or condition. Article 26 Scope of Agreement - Legal Construction This Agreement shall be considered to be the only Agreement between the parties hereto. All negotiations and 0 0 oral agreement acceptable to both parties are included herein. Any representations or modifications concerning this Agreement shall be of no force or effect unless they are in writing and signed by the party to be charged. This Agreement is to be interpreted and construed according to the laws of the State of California. Article 27. Quiet Possession Company agrees that Bank, upon acceptance of delivery of the Premises and performing the covenants and conditions of this Agreement, may quietly have, hold and enjoy the Premises during the term hereof or any extension thereof. Company war- rants and represents that the Property is not encumbered by any liens and agrees to notify Bank, in writing, at least thirty (30) days prior to placing any liens on the Property. Article 28. Compliance with Law Bank agrees to and shall at all times and.in all ways in connection with the use or occupancy of Premises fully comply with and faithfully carry out all laws, ordinances and regulations of the federal, state and city governments applicable to the use, maintenance or occupancy of said Premises and space and the operation of the ATM. Article 29. ATM Installation, Maintenance and Servicing Bank agrees to pay all costs related to acquisition, installation, operation, maintenance and servicing of the ATM, unless otherwise stated herein. Company agrees.to allow Bank and /or its representatives access to the Premises and over the Property for installation, maintenance and servicing of the ATM on a 24 -hour 7 -day a'week basis and Company shall furnish Bank with keys, passes and other items necessary to allow such access. Company and Bank shall agree on the appro- priate security and procedures to-accomplish the same. Company is also responsible for maintaining in good order and repair the area surrounding Premises and keeping such area in a clean and attractive condition. Article 30. Signs All customary signs and lettering of the Bank on the Premises shall be by mutual consent of Company and Bank. Consent will not he unreasonably withheld by Company. 0 During the course of the ATM installation, Bank shall be entitled to display a sign advertising the future location of the Bank's ATM. Article 31. Notices Wherever in this Agreement it shall be required, permitted or desired that notice or demand be given by either party, to or on the other, such notice or demand shall be in writing and shall be deemed effective three (3) U.S. Post Office delivery days after mailing. Such mailing of notice shall be sent certified with postage prepaid and return receipt re- quested. For the purposes hereof, the address and telephone number of the "parties hereto (until notice of a change thereof given as provided in this paragraph) shall be as follows: Company: Methodist Hospital of Southern California 300.West Huntington Drive Arcadia, California 91006 Att'n: Richard A. Hachten, II President and Administrator (213) 574 -3412 Bank: Huntington Bank 125 North First Avenue Arcadia, California 91006 Att'n: Richard Closson President (213) 445 -7350 Article 32. Invalidation Invalidation of any one of the terms, conditions, restrictions or other provisions contained herein in whole or part by judgment or court order shall in no way affect any other of the terms,. conditions, restrictions, or provisions hereof, and the same shall remain in full force and effect. Article 33. Assigns All of the provisions hereof and any subsequent modifications, addendum, renewal or extension shall bind and inure to the benefit of the parties hereto, and their respective legal representatives, heirs, successors and assigns. 10 9 0 IN WITNESS WHEREOF, the Company and Bank have duly executed this agreement on the day, month and year first above written. METHODIST HOSPITAL OF SOUTHERN CALIFORNIA BY TITLE HUNTINGTON BANK BY TITLE 11 c 9 , , • Ab M1n1lSTRPM7)N C) frfrk Cam$ � — T Mft%W 'E4JTTRV-�'CE. ft r-ES"rku *b IP� MN1N E NTM L '6by 15 Scwme i c21' AELE7T�DN t�f-L, � N�% C-- Nh+A -M ,1 eR�OJL md-L -WH r 'l e TOTAL DIEBOL TA,BSTI LOBBY KUNITSa SE D 0 ALONE UINIT LG° ..(La L,Y•C, fXlp ellll . l DIM. IN METERS) 4E M N GLEA¢. g1.JGE PoC HIND UNIT T'� — -_� ]pUIT To ��_ J 1a -j-- WALL OC-. OP STR- .UCT'ON c02, 1 �O -4 O - ' lS.Gr vi cllN� UwilT. oar -ur�u ot= GtilNC: IN A 1.-. of � A -. A _OI° CHASSIS f f>4PEN .G�. UNIT CAr.! LO Cq�ION �.HOWN NJ I'+� IJ.... UN IhJ -1_ ISE nULL6p OVT o0.. SHi- .V,CING Al P�oVI�ErJ 11.1 �n�.0 �� UNI LCATJIN C. OP sU?PC_IG N IBL 4Sl) F'o P-. oPTIM UM GLE 4R�AVCE EACIy 1 N S!�E. 8 "( _c�, ?) APnso LUT4 Ian l'J_ GACH slrVE- i � FOR-. SC -0.. VI CINC. OF UNIT_ I - -HE. H p I� rI I1M�J lII xi I ' c - I� uI " ( P S j• 3U. Y_ - � U N T cA- � � ° ' - � - � Iv T , 4 cHS To hI LNTO PLAN ? PERSPECTIVE• - CT VI M7_ A SIDE ELEVATION ELEVATION . _C _ss9• ° - i p ; j e � __ _ J _ d.�LL - . i I i � ASc 4G?l -.t. TEC- O - ?. v. - -!b_I-4-O' N .cGo SLx S - T9 CHoN E aI�TA L EC ocA° V SNK y I I ( �v S N� r O O= E L S_T E7«,E� TA._ () vo LL . E O- e .NOA C- �T G7w .3 ' )� L ° F� �-, <�E � I � ,O(s L NI . . i�. i% I -1 G ��(� v�' i+ 1.I j •T EI�4 T-- l� � ) I Ee E 2l I , I . � _ I a � Iz I9 M� � - I �i I I c I� z1 V lIII ) 'IJ Ir I II `i � �I(I II (IIM .' I I I I y'fI^1. I I (I Il 4 , IiI a� �7lA I( ��y11� II , � TII) 1� AI'" rI I �� 1 I�I _ � � � y � .�'l I I I� I . v Mj � 11 I ILLuI , . , I V I 1 I. I I _ =_� 3_ _A- � _cA - �� o -� � •U.. _ - C _ _ ._ ` v N - �� j :- - I I_F InA a-h m N � N , lL9 c � S c� C� SSwI4 � TO� I i , I A �Lo ' � E c O-c N R-� ., oT E=P� YCL--.r'E � T At I b1NV.4NEEErOL l -i r�T LEUA :IT oN.E Il� T C' C^IIII-J M� lI� � I I 4IT � I ! I I 7 -A I II� � I ) l' l - - I� s I l' o�{{ � l.o� �i I2. {{ T{ j�t3_ �l�! I H�c I t I t N 0 5 EO � 1 �I I I0I l � OI I� TI l >I0 r ✓'(I111 S zIEI �0._ _ l� I . aI. I , 8 c0 - I�4. +� lI yl I I I r I I 1 I I I1 t � I TI I 1 . I I YIo ' -S� II I l � cor�lpUlT MUST _C _ss9• ° - i p ; j e � __ _ J _ d.�LL - . i I i � ASc 4G?l -.t. TEC- O - ?. v. - -!b_I-4-O' N .cGo SLx S - T9 CHoN E aI�TA L EC ocA° V SNK y I I ( �v S N� r O O= E L S_T E7«,E� TA._ () vo LL . E O- e .NOA C- �T G7w .3 ' )� L ° F� �-, <�E � I � ,O(s L NI . . i�. i% I -1 G ��(� v�' i+ 1.I j •T EI�4 T-- l� � ) I Ee E 2l I , I . � _ I a � Iz I9 M� � - I �i I I c I� z1 V lIII ) 'IJ Ir I II `i � �I(I II (IIM .' I I I I y'fI^1. I I (I Il 4 , IiI a� �7lA I( ��y11� II , � TII) 1� AI'" rI I �� 1 I�I _ � � � y � .�'l I I I� I . v Mj � 11 I ILLuI , . , I V I 1 I. I I _ =_� 3_ _A- � _cA - �� o -� � •U.. _ - C _ _ ._ ` v N - �� j :- - I I_F InA a-h m N � N , lL9 c � S c� C� SSwI4 � TO� I i , I A �Lo ' � E c O-c N R-� ., oT E=P� YCL--.r'E � T At I b1NV.4NEEErOL l -i r�T LEUA :IT oN.E Il� T C' C^IIII-J M� lI� � I I 4IT � I ! I I 7 -A I II� � I ) l' l - - I� s I l' o�{{ � l.o� �i I2. {{ T{ j�t3_ �l�! I H�c I t I t N 0 5 EO � 1 �I I I0I l � OI I� TI l >I0 r ✓'(I111 S zIEI �0._ _ l� I . aI. I , 8 c0 - I�4. +� lI yl I I I r I I 1 I I I1 t � I TI I 1 . I I YIo ' -S� II I l *ECIFICATIONS • THIS CAL 51:CCRI TY - IOR BY LINT T: -� THE CHEST DUOR IS PROVIDED WITH A THREE TINBLER COMBINATION LOCK WITH KEY LUCKING DIAL (KEY -- - REMOVABLE IN LOCKED POSITION URLY). OPTION! WHEN FFRKISIIED WITH LINEAR DEPOSITORY UNIT { - - - WILL MEET U/L STANDARD 292 FOR AUTOMATED TELLER SYSTEMS FOR BUSINESS HOLT SERVICE. PHYSICAL SECURITY - STAND ALOYF. UNIT: THE COMPLETE UNIT IS DESIGNED TO MEET THE REQUIREMENTS OF THE U/L STANDARD 291 AND BANK PROTECTION ACT FOR AUTOMATED TELLER SYSTEMS FOR 24 HOUR SERVICE. THE OICST DOOR IS PROVIDED WITH U/L LISTED RELOCKING DEVICES. THE LOCK IS A THREE TUm.RLER COMBINATION LOCK WITH KEY LOCKING DIAL (KEY REMOVABLE IN LICKED POSITION ONLY). ALARM PROTECTIONI THE SECURITY COMPARTMENT IS PROTECTED WITH A BEAT SENSING THERMO AND DOOR CONTACT. FASCIA 15 ALARMED WITH A TAMPER CONTACT TO DETECT UFAUTHORIICD REMOVAL. THE CRFST DOOR COMBINATION LOCK INCORPORATES SILENT SIGNAL FEATURE / WITH OPTIONAL DOOR CONTACT BT -PASS FEATURE. POWER REn UIREMENTE( 115 F 10 VAC 60 i 1/2 HZ. SINGLE PHASE ] -WIRE HOCK -UP. UNSWITCHED INDIVIDUAL BRANCH CIRCUIT. (3) ,*112 TW WITH .1RD WIRE EARTH GROUND. (CONDUIT GROUND NOT ACCEPTABLE) 850 VA NORMA U� REQUIRES 20 AMP SERVICE. HEAT OUTPUT: 2000 BTU /HR. OPERATING ENVIIGNMENT1 ENTIRE UNIT IN SAME ENVIROMff9T 32OF TO 80OF 10 TO 80% RELATIVE HUMIDITY (HON - CONDENSING) 250 CFM AIR INTAKE FINISH; FASCIA PANEL . . . . . . . SATIN BLACK PAINT . . . . . . . . . . . . . . . . . HANDLES BASE COMBINATION KEY ILOCKED E. (VERTICAL PANEL).. . . . . . . SATIN CD BLACK PAINT HANDLES ANO C.. . . . DUE . . . . . . . . . . . . . . . . . SATIN TEXTURED PLATED HINGES . . . . . WILSON BLACK PAINT . . . . . . . . . . . . . . . . . . . . . . LOWER FRONT PANEL, SSDE PANELS AMR HOOD (TOP PANEL) . WILSOE ARP - ENGLISH OAK WEIGIIT OF UNITI STAND ALONE - 1.720 IRS. (780 KILCC"MS) LOBBY - 1,200 LOS. (5d / KILOGRAMS) CACA IU I C A SIGNAL CAN RE PROVIDED TO TRIP REMOTE SURVEILLANCE CAMERAS. 0 TO DIEBOLD ALARM SYSTEM ART SWITCHES BY DIEBOLD. - 1CONNECTION CONNECTION TO NON -DIEBOIA ALARM BY OTHERS. _ 3 /E" CONDUIT AND UNSWITCHEO ELECTRICAL SUPPLY. (SEE POWER REQUIREMENTS). ALL BY E.C. NO CONDUIT REQUIRED FOR DATA_LINE CABLE. DATA-PHONE (MODEM) BE INSTALLED WITHIN 42 FT. CABLE RUN OF THE UNIT. iMUST DATA CABLE MUST BE AT LEAST 2" FROM ANY A.L. POWER CABLE. a 1 c-.vlS OY-. �.wl rc HCt 1 1� H L IT IF WITH 900 -$7 IBM 3600 LOOP ADAPTER 1•!• ELECTRICAL RA CELE TO AZCAL S LONG ENOUGH ➢E CABLES LONG ENOUGH TO ENTER. 1 UNICF AiHT UNIT AND REACH TO ELECTRONICS CS SF.0 TTON OF UNIT: RONICSI ION COU NT SF� � sr —^1 3 I I, %IL 4p-.Y T -R�Iti _E R-•� (ol Tlovj �, � - -- --TAI` F g ICI— SET I � °T•osITOF -•Y COMPaI'� MEn1 ;u I (S SNOT =S_�I,'2 "3 Atio TOLgN Vi -W�. BACK ELEVATION 0 'GtDlNt REQUESTED 8Y AND- CHRISTINE VAN MAANEN MARS' CITY CLERK 240 NEST HUNTINGTON DRIVE ARCADIA, CALIFORNIA 9IOD6 81.--578698 FIFTH AMENDMENT TO AGREEMENT AND LEASE 8/5/80 S! FREE H This Fifth Amendment to Agreement and Lease is J made and executed this V day of August, 1980, by and between the CITY OF ARCADIA, a municipal corporation (here- inafter referred to as the "City ") and METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a nonprofit California corporation (hereinafter referred to as the "Hospital "). W I T N E S S E T H: WHEREAS, on May 28, 1953, the City of Arcadia, a municipal corporation, as Lessor, and Hospital Foundation of the Methodist Church, Southern California- Arizona Con- ference, a nonprofit California corporation, executed an Agreement and Lease covering the real property described therein, which Agreement and Lease was recorded January 11, 1955 in Book 46609, Page 39 of the Official Records of Los Angeles County, California; and WHEREAS, on August 9, 1955, the parties to said Agreement and Lease executed an amendment thereto, which amendment was recorded August 25, 1955 in Book 48769, Page 295, Official Records of Los Angeles County, Cali- fornia; and WHEREAS, also on August 9, 1955, Hospital Foundation of the Methodist Church, Southern California - Arizona Conference with the written consent of the City assigned its interest in said Agreement and Lease to Methodist Hospital of Southern California, a nonprofit California corporation, which corporation assumed all RECORDED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES COUNTY CALIFnnNIA 1 MIN. 11 A.M. JUN 10 1981 PAST of the obligations of the Hospital Foundation of the Methodist Church, Southern California- Arizona Conference under said Agreement and Lease; and WHEREAS, said Amendment and Lease was further amended by a Second Amendment to Lease dated July 5, 1956 and recorded on August 22, 1956 in Book 52099, Page 103, Official Records of Los Angeles County, California; and WHEREAS, said Amendment and Lease was further amended by a Third Amendment to Lease dated September 18, 1961 and recorded on January 27, 1966 in Book M2109, Page 272, Official Records of Los Angeles County, California; and WHEREAS, said Amendment and Lease was further amended by a Fourth Amendment to Lease dated December 23, 1963 and recorded May 11, 1964 in Book M1518, Page 761, Official Records of Los Angeles County, California; and WHEREAS, the parties hereto desire to further amend said Agreement and Lease. NOW, THEREFORE, the parties hereto agree that said Lease and Agreement is hereby amended as follows: 1. Hold Harmless. Section 5 -K of said Agreement and Lease is hereby amended to read as follows: "5 -K - HOLD HARMLESS. Hospital shall at all times during the term keep and save City free and harmless from any and all liability, demands, injury or claim or de- mand for liability which may in any manner arise from the use, occupancy or maintenance of the premises or any building, structure or improvement thereon, or from negligence, malfeasance, misconduct or inadvertence of 81 -2- 5'78698 Hospital or any of its agents, employees or contractors in any way concerned with the construction, maintenance, operation or use of any portion of the premises or any build- ing, structure or improvement thereon located. Hospital shall throughout the term keep in full force and effect, with a.company or com- panies authorized to transact such business in the State of California, a policy or policies of insurance naming City as an additional insured and providing compre- hensive hospital liability insurance (in- cluding malpractice, general liability and automobile liability insurance) in the minimum amount of $10,000,000 for death or bodily injury or damage to property arising out of any one accident or other occurrence." 2. Except as further amended by this Fifth Amendment to Agreement and Lease, said Agreement and Lease dated May 28, 1953 as heretofore amended remains in full force and effect. Attest:- =City Clerk Approved as to Form: CITY OF ARCADIA G By f��tl� e/dUc Mayor "City" and Lessor METHODIST HOSPITAL OF SOUTHERN CALIFORNIA s By �✓^'7�'� 44 City Att n Lessee (President) By r � (Sed-fe a L% 81- x'18698 -3- STATE OF CALIFORNIA SS. COUNTY OF LOS ANGELES m On this 15th day of August, 1980, before me, , a Notary Public in and for said County and State, personally appeared Donald D. Pellegrino , known to me to be the Mayor and Christina Van Maanen , known to me to be the City Clerk of the City of Arcadia, a Municipal Corporation, the corporation that executed the within Instrument, known to to be the persons who executed the within Instru- ment on behalf of the corporation herein named, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 15th day of August, 1980. �rrrrmsrrrsrrrrsrrsrrrrr� OFFICIAL SEAL 1 C. PISCITELLI e � � NOTARY PUBLIC CALIFORNIA 1� �' �`' PRINCIPAL OFFICE IN � r ,. ��'� � "I` LOS ANGELES COUNTY 4 � � My Commission Exp. Feb. 3. 1984 {1{� $rrrrmmrrrr•mrmmrrrmrmartll 300 W. Huntington Drive - Arcadia, Ca. 91006 STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES 1 Notary Public in and for Said County and State On August 14, 1980 , before me, the undersigned, a Notary Public in and for said State, personally appeared WAITER R,HOEFFLIN,JR, , known to me to be the President, and F. HAROLD ROACH , known to me to be the Secretary of the corporation that executed the within Instrument, known to me to be the persons who executed the within Instrument on behalf of the corporation therein named, and acknowledged to me that such cor- poration executed the within instrument pursuant to its bylaws or a resolution of its board of directors. WITNESS my hand and official seal. �r•rrr••rrr•sr•r•rrmmrrr OFFICIAL SEAL YY 1 C. PISCITELLI o A , 1 NOTARY PUBLIC CALIFORNIA 1 4� PRINCIPAL OFFICE IN 0 QLOS ANGELES COUNTY / 1 My Commission Exp. Feb. 3, 1984 1IL ibrmmmrrr rrr••r•rrrrrm•rr• 300 W. Huntington Drive - Arcadia, Ca. 91006 -4- Notary Public in and for Said County and State 81_ 5786% SEAL 1 C. PISCITELLI e � � NOTARY PUBLIC CALIFORNIA 1� �' �`' PRINCIPAL OFFICE IN � r ,. ��'� � "I` LOS ANGELES COUNTY 4 � � My Commission Exp. Feb. 3. 1984 {1{� $rrrrmmrrrr•mrmmrrrmrmartll 300 W. Huntington Drive - Arcadia, Ca. 91006 STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES 1 Notary Public in and for Said County and State On August 14, 1980 , before me, the undersigned, a Notary Public in and for said State, personally appeared WAITER R,HOEFFLIN,JR, , known to me to be the President, and F. HAROLD ROACH , known to me to be the Secretary of the corporation that executed the within Instrument, known to me to be the persons who executed the within Instrument on behalf of the corporation therein named, and acknowledged to me that such cor- poration executed the within instrument pursuant to its bylaws or a resolution of its board of directors. WITNESS my hand and official seal. �r•rrr••rrr•sr•r•rrmmrrr OFFICIAL SEAL YY 1 C. PISCITELLI o A , 1 NOTARY PUBLIC CALIFORNIA 1 4� PRINCIPAL OFFICE IN 0 QLOS ANGELES COUNTY / 1 My Commission Exp. Feb. 3, 1984 1IL ibrmmmrrr rrr••r•rrrrrm•rr• 300 W. Huntington Drive - Arcadia, Ca. 91006 -4- Notary Public in and for Said County and State 81_ 5786% 300 W. Huntington Drive - Arcadia, Ca. 91006 -4- Notary Public in and for Said County and State 81_ 5786% FOURTH AMENDMENT TO AGREEMENT AND LEASE WHEREAS, a certain Agreement and Lease was made and executed on the 28th day of May, 1953, by and between the City of Arcadia, a municipal corporation, and Hospital Foundation of the Methodist Church, Southern California - Arizona Conference, a non - profit California corporation; and, WHEREAS, said Agreement and Lease was by the parties thereto amended on August 9, 1955, by amending Paragraph 5 -C thereof; and, WHEREAS, aforesaid Agreement and Lease was, in writing, on August 9, 1955, assigned by Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, to Methodist Hospital of Southern California, a nonprofit California corporation, by which assignment Methodist Hospital of Southern California assumed all of the obligations of the Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, under the Agreement and Lease thus assigned; and to which said assignment the City of Arcadia gave its written consent; and, WHEREAS, said Agreement and Lease was, on July 5, 1956, amended by the City of Arcadia and Methodist Hospital of Southern California, assignee of Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, by amending Paragraph 2 thereof and substituting Exhibits "A -1" and "B -1" for Exhibits "A" and "B" respectively; and, WHEREAS, said Agreement and Lease was, on September 18, 1951, again further amended by the City of Arcadia and Methodist Hospital of Southern California, assignee of Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, by substituting Exhibit "A -2" for Exhibit "A -1 ", and by adding to said Agreement and Lease a new Paragraph 9 entitled "Plan Review "; and, i �z .r ,� WHEi-IEAS, it is the nL itual desire of i:at City of Arcadia, as Lessor, acid i'ietLodist Hospital of Southern California, as assi�,nee cf, said lease, taat ofcr esai'1 A€,reelilent and Last, as alllenie ]. and assiC,aed, de further amended as liereinafter set forth; iAJld, THEREFORE, the Cite cif Arcadia, as L'.asr_'r, and P'Iethodist, Hospital of Sunitl-iern Ca.liforn.ia Twhieli, b,' re!son of aforesaid assign- ment, is referred tv in said ASL�eement as Foundation, Ilereu,y each aglarE that that ce2Cain A;lree,,,enr ani Lease, made aiid e::ecuted I'Qai,r 2' by and between the Citj of Arcadia arid. hospital F �_Lri!lztioil of tll? P+I'_ i-j�- Iist Cilu.rch. Suuthei'il iC_Lliforni,a- Arizona Conference, as heL'etcfore aL Tended and assigned as nere= Lnbefca' -' ser foctii. J,? ai L'1 the Ea!:I':e is nereL-,r fu.rtIiei° amel- ide-_d Jy a,Tteihling Paragraph 2 thereof t, read as fc11u% PFLEbiISES. Tlie real property oouered bar this ATre ?went and Lease 1lereinafter ref v-2 t-� " �' , tr_'�. �� silTLpl�� as Pr elllio es , 13 described as all that real poljperty in tn? City of Arcadia, Countj of Los Angeles, State of California, more tpai'ticularl, descr'itel in E�:nioits "A -2" and "D -1 ", attached hereto and incorpuiated herein ULt reference tl-ie same as if P.eotin nuo fu.11tr seti fortn. Said. prernlises are subject to all easeillents, tights and rights of way, eo�ena.nl -s an,l restcicticns and L'iS11LS of ula�r of reccii7a, SILJ,j e','.t to city s ri"llt 17 ?1'eiil ?.:pit's Li l;;' I'e- ser-red, to install, lam, ccnstr°uct, maintain, 'i ^epair aTld operate, or, cause to be installed, laid, maintained, repaired ci' operated., such Sani aY'T 5e66rS, ra1n5, ll �aI SuG pie lines, tle0 plione al-lid tr,le.1 "'alTh iJr pUlder lines aii1 _] sur2li c't[i ?r pertinent 1ppurte- nances f it stl,00c,1res nectssao% cir c,Onvenieiit in c011nec Liun tliereGilt,L In, over, Upun, acPGSs and alcntg tide prtiilises as vrill llot interfeo t "uiith Fclunda- titnls necessary cperatii na hereua-ider, an'd LU tinter Upon for a11l- and all said purposes; also the right tc, oore, 'Trill and maintain an Lind of cell on said premises and to ope_cate the same together with all machinery ur equipiiient necessary thereto an -,I to construct and maintain such buildings necessary fcr the housing tliereci' as will nut in'cerfere -2- with Foundation's operations herennlder; and also to grant such fvancHises, easements, rii {nts of way and permits in, ove °, upon and across a.nl por- tion of said premises as City deem, necesso -y and advisable so lono as FoLu'idation's operations are not unreascnably interfered aeith. IN WIT -NESS WHEREOF, the City of Areadia and ",icthodist Hcsnital of Southern California have caused the witl.in Fourth Amendment to Airee- ment and Lease to to executed by their respective officers thereunto duly authorized this day o£ CITY OF ARCADIA ATTEST: C �,/ ! �( Mayor OU City Cler'.. "City" and Lessor APPROVED AS TO FORM: (.� ty Attorney METHODIST HOSPITAL OF f,'S UTH,RN, CALIFORNIA 3y Assignee, hereir, referredlto as "Foundation" :HO SANTA ANIT•k PT. LOT 5 0^ lr 9A�.rJ�1' h BQ OA \y 135.3 , La THIS IS NOT A SURVEY OF THE LAND BUT IS COMPILED FOR INFORMATION ONLY FROM DATA SHOWN nr ncci11.1 nrn..,..... _ I "'t s3G.rV�- THIRD AMENDMENT TO AGREEMENT AND LEASE WHEREAS, a certain Agreement and Lease was made and executed on the 28th day of May, 1953, by and between the City of Arcadia, a municipal corpora- tion, and Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, a non - profit California corporation; and, WHEREAS, said Agreement and Lease was by the parties thereto amended on August 9, 1955, by amending Paragraph 5 -C thereof; and, WHEREAS, aforesaid Agreement and Lease was, in writing, on August 9, 1955, assigned by Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, to Methodist Hospital of Southern California, a non - profit California corporation, by which assignment Methodist Hospital of Southern California assumed alL of the obligations of the Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, under the Agreement and Lease thus assigned; and to which said assignment the City of Arcadia gave its written consent; and, WHEREAS, said Agreement and Lease was, on July 5, 1956, amended by the City of Arcadia and Methodist Hospital of Southern California, assignee of Hospital Foundation of the Methodist Church, Southern California- Arizona Confer- ence, by amending Paragraph 2 thereof and substituting Exhibits "A -L" and "B -L" for Exhibits "A" and "B" respectively; and, WHEREAS, it is the mutual desire of the City of Arcadia, as Lessor, and Methodist Hospital of Southern California, as assignee of said Lease, that aforesaid Agreement and Lease, as amended and assigned, be further amended as hereinafter set forth; NOW, THEREFORE, the City of Arcadia, as Lessor, and Methodist Hospital of Southern California which, by reason of aforesaid assignment, is referred to in said agreement as Foundation, hereby each agrees that that certain Agreement and Lease, made and executed May 28, 1953, by and between the City of Arcadia and Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, as heretofore amended and assigned as hereinbefore set forth, be and the same is hereby further amended by substituting in the place of Exhibit "A -1" a new Exhibit "A -r', the same to read as follows: Exhibit "A -2" That portion of the following described real property in the City of Arcadia, County of Los Angeles, State of California, bounded or described as follows: That portion of Lot 5, of Tract No. 949, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded 4EX in Book 17, page 13, of Maps, in the office of the County Recorder of said County, described as follows: Beginning at the most westerly corner of that parcel of land con- veyed to the Los Angeles Turf Club, Inc., and described as Parcel ( a4 2 in deed recorded in Book 12619, page 375, of Official Records of said county; thence along the boundary of the land described in said Parcel 2 as follows: South 51027'00" East 481.12 feet, South 38033'00" West 150.00 feet; and South 51027'00" East 30.00 feet to the intersection with the southeasterly line of said Lot 5; thence southwesterly and westerly along the southeasterly and southerly Line of said Lot 5 to its point of intersection with the southerly Line of Huntington Drive, 80.00 feet in width, as the same is described in the deed to the City of Arcadia, recorded in Book 9396, page 145, of Official Re- cords of said county; thence easterly and northeasterly along the southerly and southeasterly Line of said Huntington Drive, to the point of beginning excepting therefrom the northeasterly 260 feet, measured at right angles to the northeasterly line thereof, and also excepting therefrom that portion thereof lying southwesterly of a line described as follows: Beginning at a point on the southeasterly line of Huntington Drive 80 feet wide, as described in deed to City of Arcadia, recorded in Book 9396, page 145, Official Records of said County, said point being southwesterly 1859.0 feet from the most westerly corner of that parcel of land conveyed to the Los Angeles Turf Club, Inc., and described as Parcel 2 in deed recorded in Book 12619, page 275, of Official Records of said County; thence southeasterly in a direct line to a point of intersection with the southeasterly line of Lot 5 of Tract 949; said point of intersection being 4043.0 feet southwest- erly from the northeast corner of said Lot 5, measured along the southeasterly lines of said Lot 5. The City of Arcadia, as Lessor, and Methodist Hospital of Southern California which, by reason of aforesaid assignment, is referred to in said agreement as Foundation, hereby each agrees that that certain Agreement and Lease, made and executed May 28, 1953, by and between the City of Arcadia and Hospital Foundation of the Methodist Church, Southern California- Arizona Conference as heretofore amended and assigned as hereinbefore set forth, be and the same is hereby further amended by adding thereto a new Paragraph 9, the same to read as follows: 9 - PLAN REVIEW. Prior to commencement of construction thereon, the Methodist Hospital of Southern California shall have the right to review and make recommendations to the City of Arcadia, and such recommendations shall not be arbitrarily ignored by the City, concerning any and all plans for construction -2- on the following portion of the property described in aforesaid Exhibit A -1 and excluded from the within Exhibit A -2, to wit: That portion thereof lying southwesterly of a line described as followsc Beginning at a point on the southeasterly line of Huntington Drive, 80 feet wide, as described in deed to City of Arcadia, recorded in Book 9396, page L45, Official Records of said County, said point being southwesterly 1859.0 -feet from the most westerly corner of that parcel of land conveyed to the Los Angeles Turf Club, Inc., and described in Parcel 2 in deed recorded in Book 12619, page 275, of official Records of said County; thence southeasterly in a direct line to a point of intersection with the southeasterly line of Lot 5 of Tract 949, said point of intersection being 4043.0 feet southwesterly from the northeast corner of said Lot 5, measured along the southeasterly lines of said Lot 5. IN WITNESS WHEREOF, the City of Arcadia and Methodist Hospital of Southern California have caused the within Third Amendment to Agreement and Lease to be executed by their respective officers thereunto duly authorised this 18th day of September , 1961. ATTEST City Clerk APPROVED AS TO FORM *LA— ttorney i CITY OF ARCADIA By Mayor "City" and Lessor By. -3- METHODIST OF Vice Presides ig4ee, her�in referred to as "Foundation" :Y Ic NIATINQV , WHEREAS, a certain Agreement and Lease was mado and executed on the 20th day of May, 1953, by and between the City of Arcadia, a municipal corpora- tion, and Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, a non- profit California corporation; and, WHEREAS, said Agreement and Leese was by the parties thereto amended on August 9, 1955, by amending Paragraph 5-C thereof; and, WHEREAS, aforesaid Agreement and Lease was, in- uriting, on August 9, 1955, assigned by Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, to Methodist Hospital of Southern California, a non- profit California corporation, by which assignment Methodist Hospital of Southern California. assumed all of the obligations of the Hospital Foundation of the Methodist Church, Southern California - Arizona Conference, under the Agreement and Lease thus assigned; and to which said assignment the City of Arcadia gave its written consent; and, WMREAS, said Agreement and Lease was, an July 5, 1956, amended by the City of Arcadia and Methodist Hospital of Southern California, assignee of Hospital Foundation of the Methodist Church, Southern California- Arizona Confer - once, by amending Paragraph 2 thereof and substituting Exhibits "A -1" and "8 -1" for Exhibits "A" and "B" respectively; and, FMr it is the mutual desire of the City of Arcadia, as Lessor, and Methodist Hospital of Southern California, as assignee of said lease, that aforesaid Agreement and Lease, as amended and assigned, be further amended as hereinafter set forth; HCW, TUMMRE, the City of Arcadia, as Lessor, and Methodist Hospital of Southern California which, by reason of aforesaid assignment, is referred to in said agreement as Foundation, hereby each agrees that that certain Agreement and Leas, made and executed May 28, 1953, by and between the City of Arcadia and Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, so heretofore amended and assigned as hereinbefore set forth, be and the saw is hereby further amended by substituting in the place of Exhibit "A -1" a new Exhibit "A -2 ", the same to read as follows: Exhibit "A -2" That portion of the following described real property in the City Arcadia, County of Los Angeles, State of California, bounded or described of folloaat as That portion of Lot 5, of Tract No. 949, in the City of Arcadia, ^ County of Los Angeles, State of California, as per map recorded •�,1 in Book 17, page 130 of Maps, in the office of the County Recorder of said County, described as follcws: Beginning at the most moterly corner of that parcel of land con- veyed to the Los Angeles Turf Club, Inc.' and described as Parcel 2 in deed recorded in Book 12619, page 275, of Official Records of said county; thence along the boundary of the land described in said Parcel 2 as foliowet South 51027'00" East 481,12 feet; South 38033100" [feat 150.00 feet; and South 51027'00" East 30.00 feet to the intersection with the southeasterly line of said Lot 5; thence southwesterly and westerly along the southeasterly and southerly line of said Lot 5 to its point of intersection with the southerly line of Huntington Drive, 80.00 feet in width, as the same is described in the deed to the City of Arcadia, recorded in Book 9396, page 145, of Official Re- cords of said county; thence easterly and northeasterly along the southerly and southeasterly lisle of said Huntington Drive, to the point of beginning, excepting therefrom the northeasterly 260 feet, measured at right angles to the northeasterly line thereof, and also excepting therefrom that portion thereof lying southwesterly of a line described as foilowst Beginning at a point on the southeasterly line of Huntington Drive 80 feet wide, as described in dead to City of Arcadia, recorded in Book 9396, page 145, Official Records of said County, said point being southwesterly 1859.0 feet from the most westerly corner of that parcel of land conveyed to the Los Angeles Turf Club, Inc., and described as Parcel 2 in deed recorded in Book 126190 page 2759 of Official Records of said County; thence southeasterly in a direct line to a point of intersection with the southeasterly line of Lot 5 of Tract 949; said point of intersection being 4043.0 feet southwest- erly from the northeast corner of said Lot 5, measured along the southeasterly lines of said Lot 5. The City of Arcadia, as Lessor, and Methodist Hospital of Southern ifornia which, by reason of aforesaid assignment, is referred to in said Cal eemaut as Foundation, hereby each agrees that that certain Agreement and Lease, aer e and executed May 28, 1953, by and between the City of Arcadia and Hospital mad ndation of the Methodist Church, Southern California- Arizona Conference as g^-" etofore amended and assigned as hereinbefore set forth, be and the same is her eby further amended by adding thereto a now Paragraph 9, the saws to read as her Iowa fol 9 - PLAN RUM. Prior to co>maucement of construction thereon, the hodist Hospital of Southern California shall have the right to review and Het a recoswendatioas to the City of Arcadia, and such recommendations shall not mak arbitrarily ignored by the City, concerning any and all plans for construction be -2- on the following portion of the property described in aforesaid Exhibit A -i and excluded from the within Exhibit A -2, to Witt r�That portion thereof lying southematerly of a line described as fouowa: , Beginning at a point on the southeasterly line of Huntington Drive, So feet wide, as described in deed to City of Arcadia, Y" recorded in Boos: 9396, page 145, Official Records of said County, said point being southwesterly 1559.0 feet from the / most westerly corner of that parcel of land conveyed to the Los Angeles Turf Club, Inc., and described in Parcel 2 in deed recorded in Book 12619, page 275, of Official Records of said County; thence southeasterly in a direct Use to a point of intersection with the southeasterly line of Lot 5 of Tract 949; said point of intersection being 4043.0 feet southwesterly from the northeast corner of said Lot 5, measured along the southeasterly lines of said Lot S. IN WITNESS WBEREDF, the City of Arcadia and Methodist Hospital of Southern California have caused the within Third Amendment to Agreement and t�ti •:vecuted by their respective officers thereunto duly authorized this 18th day of September , 1961. ATTEST, ��x'ra;/� �%C IC's'.'' .a"�-�'- +^'��L•.. -. City Clark City Attorney CITY OF ARCADIA .3. HOSPITAL OF , Vice Presid hdrein referred to as 1pFoundation" .yya �pJF L,I I Rman a'l the City r t portioa� of the toll bounded or s., 'A Witty or � � deaoMbed eoMQ as rol1oras re That a+ auto o�1c Lot the ,ortlon of k �4 tt Of Calia," 0�Y b oYn 1pot in the $A 13f s par �eles ae �sa� s, M *40rd a in at er of eC t+ 4aBOribsd awming at the moat a►ea ro ord do. � doaarl to � ��r of that Records of od 1�19�page Peel 2108 eed follows: the lid t ;�the,� + of ()r ioial el 2.. South �I' 2 c7��n R as rest 1�'� reet-eat 481.22 rest• and so +South n line `tee irate uth 51�«y�� 38 33 .oc line 1, a along eeaF�ie elth a last vitalOr ealG tn�t south% southwest* Y ttie astsrlp r'4 And feet soinhMQ line arF'olnt lY aout her 14 the Book dead to the C ha the e n6tpntDrive, ion 9395, p alt-7 of q s deee said oouatY; ah 145+ of #o# j* reo wed along the aouthene, eastern al Records of in and rt at a�'Aston ov1S tc°uut aste 41)Moe Motor th ®rent, a P tel IIjq�torly, measured Y 1H aorea. ine Yr! A S S I G N M E N T HOSPITAL FOUNDATION OF THE METHODIST CHURCH, SOUTHERN CALIFORNIA - ARIZONA CONFERENCE, a non - profit California corporation, does hereby assign to METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, a non - profit California corporation, all of its rights under the Agreement and Lease made and executed between the City of Arcadia, a municipal corporation, and Hospital Foundation of the Methodist Church, Southern California - Arizona Conference, a non - profit California corporation, on the 28th day of May, 1953, as amended on 1955, and the Methodist Hospital of Southern California, by affixing its signature to this assignment, assumes all of the obligations of the Foundation under said Agreement and Lease as amended. GATED: 1955. HOSPITAL FOUNDATION OF THE METHODIST CHURCH. SOUTHERN The CITY OF ARCADIA, By I f .4l ILIA,I(�l/ I u `�:W)JZ hereby consents to and —1T Fres ee accepts the foregoing Assignment, which is made pursuant to the ecu e Se terms of said Agreement and Lease as amended. METHOIST HOSPITAL OF corporation CITY OF ARCADIA, a municipal 1 00 If' r H_ • _ a mayor t / I J Cdr: �� LCL.L#z Levi OfNmf ROLAND MAXWELL PAUL H MARSTON 110 Security Building Pasadena 1, California AMENDMENT TO AGREEMENT AND LEASE WHEREAS, a certain Agreement and Lease was made and exe- cuted on the 28th day of May, 1953, by and between the City of Arcadia, a municipal corporation, and Hospital Foundation of the Methodist Church, Southern California - Arizona Conference, a non- profit California corporation; and.. WHEREAS, said Agreement and Lease was by the parties there to amended on August 9, 19551 by amending Paragraph 5 -C thereof; and WHEREAS, aforesaid Agreement and Lease was, in writing, on August 9, 1955, assigned by Hospital Foundation of the Methodist Church, Southern California- Arizona Conference, to Methodist Hospita of Southern California, a nonprofit California corporation, by which assignment Methodist Hospital of Southern California assumed all of the obligations of the Hospital Foundation of the Methodist Church, Southern California- Arizona Conference under the Agreement and Lease thus assigned; and to which said assignment the City of Arcadia cave its written consent; and, WHEREAS, it is the mutual desire of the City of Arcadia, as Lessor, and Methodist Hospital of Southern California, as assign of said lease, that aforesaid Agreement and Lease, as amended and assigned, be further amended as hereinafter set forth; NOW, THEREFORE, the City of Arcadia and Methodist Hospital of Southern California, which by reason of said assignment is referr to in said Agreement and Lease as "Foundation ", hereby each agree th that certain Agreement and Lease made and executed May 280 1953, by and between the City of Arcadia, a municipal corporation, and Hpspit Foundation of the Methodist Church, Southern California- Arizona Con- ference, as amended on August 9, 1955, and thereafter assigned to Methodist Hospital of Southern California, be and the same is hereby l! ' e 6 _ d .mot; �.• I r- further amended as follows: I. By amending Section 2 thereof to read as follows: "2 - PREMISES. The real property covered by this agree- s c� s ment and lease comprising approximately eighteen (18) acres of the 1, so- called 'Hospital Site' and hereinafter referred to simply as 'Premises', is described as follows: "All that real property in the City of Arcadia, County of Los Angeles, State of California, more particularly described in Ex- hibit A -1, attached hereto and incorporated herein by reference the same as if hereinnow hilly set forth. Said premises are subject to all easements, rights and rights of way, covenants and restrictions and rights of way of record, subject to City's right herein express- ly reserved, to install, lay, construct, maintain, repair and operate or cause to be installed, laid, maintained, repaired or operated, such sanitary sewers, drains, storm water sewers, pipe lines, tele- phone and telegraph or power lines and such other pertinent appurte- nances or structures necessary or convenient in connection therewith in, over, upon, across and along the premises as will not interfere with Foundation's necessary operations hereunder, and to enter upon the premises for any and all said purposes; also the right to bore, drill and maintain any kind of well on said premises and to operate the same together with all machinery or equipment necessary thereto and to construct and maintain such buildings necessary for the hous- ing thereof as will not interfere with Foundation's operations here- under; and also to grant such franchises, easements, rights of way and permits in, over, upon and across any portion of said premises as City deems necessary and advisable so long as Foundation's opera- tions are not unreasonably interfered with. 'bity is likewise the owner of approximately three (3) acres of real property contiguous and adjacent to the 'premises' described in Exhibit A -1. Such additional contiguous property, here- inafter referred to simply as 'additional property', is more -2- particularly described in Exhibit B -1, attached hereto and incorpo- rated 'herein by reference the same as if hereinnow fully set forth. "It is the mutual desire of City and Foundation that Foundation by these presents acquire the right of use of sufficient real property to permit and foster the construction, maintenance and operation of adequate hospital and related facilities. City shall have the unqualified right to use or lease the additional real prop- erty described in Exhibit B -1 for the construction and maintenance thereon of nonprofit medical research facilities or nonprofit medi- cal facilities compatible with the conduct of a hospital and related facilities on the premises described in Exhibit A -1; provided, how- ever, that City shall give to Foundation at least thirty (30) days written notice of Cityts intention to use or lease the premises described in Exhibit A -10 so that Foundation may submit to City Foun dationts suggestions concerning or objections to the proposed use or lease of the additional premises. City's sole obligation hereunder shall be to give Foundation such thirty (30) days written notice and this paragraph shall confer no additional right to Foundation nor impose any additional obligation on City with respect to the use or lease of such additional premises, and upon expiration of thirty (30 days after the giving of such written notice, City may use or lease the additional real property described in Exhibit B -1 for the con- struction and maintenance thereon of nonprofit medical research faci: ties or nonprofit medical facilities, "If the City shall not have used or leased the additional property described in Exhibit B -1 on or before July 1, 1966, the add: tional property described in Exhibit B -1 shall be deemed to be in- cluded within the premises described in Exhibit A -11 and Foundation shall have the right to use such additional property for the purpose: during the times and upon the terms and conditions specified as to the premises described in Exhibit A -1; and provided, further, that iJ at any time prior to July 1, 1966, Foundation shall have doubled its number of beds and its bed capacity, for use by patients of the -3- Foundation's hospital, substantially on the same ratio of private, semiprivate and ward rooms as are provided in the hospital as initi- ally constructed on the 'premises', the additional property describe( in Exhibit B -1 shall be deemed to be included in the premises de- scribed in Exhibit A -1 if, at the time of such increase of beds and bed capacity City shall not have used or leased the additional prem- ises for medical research facilities or nonprofit medical facilities II. By substituting Exhibit A -1 and Exhibit B -1, as in- corporated by reference in Section 2 as amended hereinbefore, for Exhibit "A" and Exhibit "B" referred to in Section 2 of the Lease and Agreement as originally drawn and executed by the parties thereto. IN WITNESS WHEREOF, the City of Arcadia and Methodist Hos- pital of Southern California have caused the within Amendment to Agreement and Lease to be executed by the respective officers there unto duly authorized this 5th day of July, 1956• STATE OF CALIFORNIA, Count . Lnr;1n y o`L Y o 1 - - - ON Tu >y. AD, 195 , before me, 4; - - a Net"' arir ln. and fns lard County td S1sie, personally appeared knottn to me to be the ' Mawr and i �r.4a s - i known to -me to be ibe Cay Clerk of the city of Arradra,`a Municipal Corporation, the Corporation that ezeruted the within Irsitrumrnt knouts tome to be The p�rrons who exeruted the untbtn Initru on behalf of the Corporation herein name) and acknowledged to me that Curb Corporation eserutek_tbe same- - IN WITNESS WHEUOF I baresbereunto set my_ bond and 'a)jrxed my offsrid ixal The day and year +n ib r'rertr rate first aL use uartte_ in STATE OF CALIFORNIA + Notary Pubfir, n and for said County 'snd State ' COUNTY OF Los Angeles On July 30, 1956 before me, the undersigned, a Notary Public in an - for said County and State, personally appeared Roland Maxwell ;mown N me to be the President, M XNAD EXXXXJ B JU 'AMOM of the Corporation that executed the within Instrrmenk known to me to be the persons who executed the within Instrument on behalf of the Corporation therein named and acknowledged to me that such corporation executed 'the within instrument ppursuant to its by -laws or a reso- Uution of its board of directors WITNESS my hand and official seal. t (S� N„re.o av fns eaid CamN and —4— EXHIBIT A -1 That portion of the following described real property in the City of Arcadia, County of Los Angeles, State of California, bounded or described as follows: That portion of Lot 5, of Tract No. 949, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 17, page 13, of Maps, in the office of the County Recorder of said County, described as follows: Beginning at the most westerly corner of that parcel of land conveyed to the Los Angeles Turf Club, Inc., and described as Parcel 2 in deed recorded in Book 12619, page 275, of Official Records of said county; thence along the boun- dary of the land described in said Parcel 2 as follows: South 51027100" East 481.12 feet; South 38033100" West 150.00 feet; and South 51 °27 +00" East 30.00 feet to the intersection with the southeasterly line of said Lot 5; thence southwesterly and westerly along the southeasterly and southerly line of said Lot 5 to its point of intersection with the southerly line of Huntington Drive, 80.00 feet in width, as the same is described in the deed to the City of Arcadia, recorded in Book 9396, page 145, of Official Records of said county; thence easterly and northeasterly along the southerly and southeasterly line of said Huntington Drive, to the point of begin- ning, except the northeasterly 260 feet, measured at right angles to the northeasterly line thereof, being approximately 16 acres. EXHIBI ^1 B -1 That portion of the following described real property in the City of Arcadia, County of Los Angeles, State of California, bounded or described as follows: The northeasterly 260 feet, measured at right angles to the northeasterly line thereof, of that portion of Lot 5, of Tract IJo. 949, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 17, page 13, of Maps, in the office of the County Recorder of said County, de- scribed as follows: Beginning at the most westerly corner of that par- cel of land conveyed to the Los Angeles Turf Club, Inc., and described as Parcel 2 in deed recorded in Book 12619, page 275, of Official Records of said county; thence along the boundary of the land described in said Parcel 2 as follows: South 51`27100" East 481.12 feet; South 38 °33100" West 150.00 feet; and South 51 °27100" East 30.00 feet to the intersection with the southeasterly line of said Lot 5; thence southwesterly and westerly along the southeasterly and southerly line of said Lot 5, to its point of intersection with the southerly line of Huntington Drive, 80.00 feet in width, as the same is described in the deed to the city of Arcadia, recorded in Book 9396, page 145, of Official Records of said county; thence easterly and northeasterly along the southerly and southeasterly line of said Hunting- ton Drive, to the point of beginning, being ap- proximately three acres. AMENDMENT to AGREEMENT AND LEASE O I The Agreement and Lease made and executed on the 28th day of May, 1953, between the CITY OF ARCADIA, a municipal corporation, and HOSPITAL FOUNDATION OF THE METHODIST CHURCH, SOUTHERN CALIFORNL ARIZONA CONFERENCE, a non - profit California corporation, is hereby amended in the following particulars only: Seotion 5 -C, reading as follows: "5 -C - REPRESENTATION. It is agreed by City and Foundatioi that prior to commencement of actual construction of the hospital under the terms hereof, a separate non- profit hospital corporation meeting the requirements of the Discipline of the Methodist Church, shall be formed under and pursuant to the laws of the state of Cali- fornia for the sole purpose of performance by Foundation of this agreement and for securing the benefits hereunder provided for Founc tion. It is understood and agreed that no less than Twenty -Five percent (25 %) of the membership of the Board of Trustees of such corporation shall at all times be residents and qualified electors in and of City, and Seventy -five Percent (75 %) of such membership shall be residents of Southern California. It is further understooc and agreed that to the extent that requirements of the Methodist Discipline permit, the Board of Trustees of such corporation shall include persons of other than the Methodist faith. Upon formation of such corporation as herein provided Foundation shall have the right to assign this lease thereto, and upon such assignment said corporation thus formed shall be substituted in the place of Founda- tion, shall acquire all its rights hereunder and assume all its obligations herein provided." is hereby amended to read as follows: 5-C - EEPRESENTATION. It is contemplated by the parties hereto that this Agreement and Lease will be, and it is hereby agree a that this Agreement and Lease may be assigned by Foundation to a separate non - profit hospital corporation formed under and pursuant to the laws of the State of California. It is understood and agreec that within six (6) months after the commencement of actual con- struction of the hospital under the terms hereof, such assignee corporation shall take such action as will provide that no less than twenty -five per cent (25%) of the membership of the Board of Trustees of such corporation shall at all times be residents and qualified electors in and of City, and seventy -five per cent (75%) of such membership shall be residents of Southern California. It it further understood and agreed that to the extent that the require- ments of the Methodist Discipline permit, the Board of Trustees of such corporation shall include persons of other than the Methodist faith. Each of the foregoing provisions shall be conditions con- tinuing throughout the term of this Agreement and Lease. DATED: August q ATTEST: city c e APPROVED AS TO FORM City Attogney 1955. CITY OF ARCADIA.. A Municipal Corporation B7 Z�� D%yor HOSPITAL FOUNDATION OF THE METHOD' CHURCH, SOUTHERN CALIFORNIA- ARIZOI COWERENCE, a Corporation - 2 - Exec u tive ecretary AGREEMENT AND LEASE 1��, G� THIS AGREEMENT LAND LEASE, made and executed this 28th day of May, 1953s by and between the City of Arcadia, a municipal corporat to -wit: a chartered City of the County of Los Angeles, State of California, first party, hereinafter referred to simply as "City ", and Hospital Foundation of the Methodist Church, Southern Californ9 Arizona Conference, a non - profit California Corporation organized and existing under and by virtue of the laws of the State of California, having its principal place of business in the County of Los Angeles, State of California, second party, hereinafter re- ferred to simply as "Foundation ", W I T N E 3 8 B T H: That for and in consideration of the terms, covenants, con- ditions and provisions hereinafter contained, City and Foundation hereby each agree with the other as follows: 1 - TERM OF AGREEMENT AND LEASE. This agreement and lease shall be for a term of NINETY -NINE (99) years, commencing with the 28th day of May, 1953, and ending on the 27th day of May, 20520 which period of time is hereinafter referred to simply as "The Tern 2 - PREMISES. The real property covered by this agreement and lease comprising approximately Sixteen (16) acres of the so -cal] ed "Hospital Site" and hereinafter referred to simply as "Premises" is described as follows: All,that real property in the City of Arcadia, County of Los Angeles, State of California, more particularly described in Exhibit A, attached hereto and incorporated herein by reference the same as if hereinnow fully set forth. Said premises are sub- ject to all easements, rights and rights of way, covenants and re- strictions and rights of way of record, subject to City's right herein expressly reserved, to install, lay, construct, maintain, repair and operate, or cause to be installed, laid, maintained, re- paired or operated, such sanitary sewers, drains, storm water sewer pipe lines, telephone and telegraph or power lines and such other pertinent appurtenances or structures necessary or convenient in connection therewith in, aver, upon, across and along the premises as will not interfere with Foundationts necessary operations hereunder, and to enter upon for any and all said purposes, also the right to bore, drill and maintain any kind of well on said premises and to operate the same together with all machinery or equipment necessary thereto and to construct and maintain such buildings necessary for the housing thereof as will not inter- fere with Foundation's operations hereunder; and also to grant such franchises, easement*, rights of way and permits icy over upon and across any portion of said premises as City deem nec- essary and advisable so long as Foundationts operations are not unreasonably interfered with, Said premises are likewise subject to a lease with Roy A. Bearden and W. A. gurphy, a co- partnership doing business as Aroadia Sports Center, dated July 1, 1949s and by its term expiring on September 30, 1954. City expressly re- serves unto itself all rents and considerations scouring in any way under said lease. City is likeftee the owner of approximately Five (5) acres of real property contiguous and adjacent to the premises. Such additional contiguous property, hereinafter .referred to simply as "additional property", is more particularly described in Exhibit B. attached hereto and incorporated herein by refer- ence the same as if hereinnow fully set forth. It is the mutual desire of City and Foundation that ,Foundation by these presents acquire the right of use of sufficient real property to permit and foster the construction, maintenance and operation of adequate hospital and related facilities. in consideration of the covenants and agreements herein provided to be performed by Foundation for the benefit of City and the inhabitants thereof, City agrees that it will not prior to May 28, 19 , lease, sell or convey said additional property, other than to Foundation, nor use said additional property other than for purpose directly related to the maintenance and operation of a hospital and related facilities by Foundation, without the written consent of Foundation first had and obtained, and thereafter without first giving Foundation NINM (90) days$ written notice of City's 'intent 3 - AGREZIMT OF LWE. City hereby leases unto Foundation the premises for the Term for the sole and exclusive purpose of the construction, maintenance and operation of a non-profit hospital thereon, upon the terms and conditions hereinafter provided, The tom, ► �,1�.1tI�I�' ^''p� ir�� „!,�` ' '�' -'u'13 'fnah�r.e8 SrcmrQi a ll td � tN�lth Qp .Y t ii . i'a 8 iy bU% s]WlUd- r es+ ?iCft� "p „tsye 'dt �� ,' ,�1�M1�&�.�'�'�'��i►�,i# -'`� =�t3�`3 ate' ,!; mgr '%za „'aC► Of W ,��'►�l.�t,�t' ��''�tl�at� a1�1�+s�,,�1 ^��'da�;u'. 4 - COWSMDHRATION. The consideration Inuring to City shall be the sum of ONE AND 1101100 ($1.00) DOLLAR per year payable on the 28th day of Kzy of each year, and also the benefits occurring to City and the '.inhabitants thereof from the construction, main - tenance and operation of a hospital within City, and the perform - anee by Foundation of each, all and every condition and agreement herein required to be performed by Foundation. 5 -A- HOSPITAL ACfRESMINT. Foundation agrees to commence actual construction within THRU (3) years after date hereof, and to prosecut deligently unto completion* and when completed to place in use, a non- profit hospital with clinical facilities designed for and capable of serving at least One Hundred (100) bed patients, and after constructic thereof thereafter continuously to maintain and operate such hospital throughout the term. Foundation likewise agrees to provide, equip and maintain reasonably adequate facilities on the premises for the care and treatment of all emergency eases requiring hospitalisation arising in the City of Aroadia, which facilities shall be available for such emergency care and treatment. Nothing herein contained shall preclude Foundation from collecting its coast for such services From others than City, nor shall this paragraph preclude City from contracting with Foundation for the rendition of emergency service and treatment upon official Call from City upon such terms as may be provided in such contract, In the event of the failure by Foundation to construct and main- tain a aospital as herein provided, City shall not have the right to recover damages from Foundation for such default; anything in Paragraph 5 -m notwithstanding, the sole remedy of City for such default shall be the termination of this lease and agreement as herein provided. 5 -A - NON-PROFIT OPERATION. A$ a part of the consider- ation of this lease and agreement, the promises, and all buildings, structures and improvements hereafter located Or construeted there- on during the term,l laa� mrsarp asst' �saSy PW�il�9ir.. dt;m�m,;.aaRa -pyaf bei; Should any surplus funds or excess.imome be accumulated by Foundation from or in any way as a result of the maintenance and operation of the hospital under the tome hereof, the some shall be used and expended for the benefit of the hospital constructed hereunder with the object,, among others, of improving the efficiency and operation of such hospital and its facilities, the 'lowering of the costs thereon to its patients, and improvement of the premises. "Non- profiit", as used herein, means *Imply that no part of the net earnings shall accrue to the benefit of any individual, and does not signify that an excess of receipts over expenditurres shall of itself under any circumstances alter the non - profit status of tqw hospital or its operation. 5-C - #&PRESENTATION. It is agreed by City and 'Foundation r r,41 Ki that prior to commencement of actual construction of the hospital r @e under the term hereof, a separate non-profit hospital corporation meeting the requirements of the Discipline of the Methodist Church, shall be formed under and pursuant to the laws of the State of Calif. ornia for the sole purpose of performance by Foundation of this agreement and for securing the benefits hereunder provided for Foundation. It is understood and agreed that no less than Twenty -rive Percent (259) of the membership of the Board of Trustees of such corporation shall at all times be residents and qualified electors in and of City, and seventy -Five Percent (75 %) of such membership shall be residents of Southern California. It is further understood and agreed that to the extent that requirements of the Methodist Discipline permit, the Board of Trustees of such corporatic shall include persons of other than the Methodist faith. Upon form - ation of such corporation as herein provided Foundation shall have the right to assign this lease thereto, and upon such assignment said corporation thus formed shall be substituted in the place of Foundatl shall acquire all its rights hereunder and assume all its obligation herein provided. 5 -D - The hospital constructed under authority of this agreement and lease shall at all time be operated, so far as reasonably possible, in such manner and under such policies as are specified by the recognised accrediting agencies In the hospital field, such as the American Medical Association, American College of Surgeons and the Joint Commission on Hospital Accredit�tlon. 5 -8 - City shall have the right to approve or disapprove the general design, layout, plot plan and architectural features of all buildings and structures to be located upon the premises$ so that an Integrated plan of b it,?iIRI tr:lMrlla fir►. The right hereby granted to City shall be exercised reasonably, it being specifically understood that this Paragraph confers upon City no right arbitrarily to disapprove any portion of the plans submitted by Foundation. 5 -7 - Foundation shall keep and maintain the premises and all buildings, structures and Improvements thereon in good and substantial repair and order, and City shall not be under any obligation to build, construct, re- construct, maintain or repair any buildings, structures or Improvements upon the premises or to lacur any cost or expense in connection therewith. 5-0 - ',Foundation shall throughout the term promptly pay all taxes and assessments of any kind whatsoever that may be levied or assessed against the premises or any part thereof, in- eluding buildings, structures or Improvements. 5 -S - Foundation shall pay for all gas, electricity, water, telephone and other utility services supplied to or used in connection with the premises, including the cost of all connections for said services. 5 -I - Foundation shall keep the promises and all buildng structures and improvements hereafter located thereon, a4 any and all estate, right, title and right therein, at all times during the term tree and clearer of mechanics liens or other liens for service, supplies, equipment or materials, and at all time to promptly and fully pay and discharge and wholly protect and save harmless city and every part of the estate, right, title and in- terest of City in and unto every part of the premises and all buildings, structures, and improvements thereon, against any and all demands or claims Which may or could develop into such liens, and against the attorneys' fees and costs and any and all Other expenses, demands or outlays that might be incurred by City by reason on account of or in any way resulting from say such liens or claims or the assertion or filing, thereof. 5-.T - Insofar as City may deem it necessary for the pro- tection of its rights or to insure compliance with applicable laws and regulations,City or Its agents shall,at 43:1 times during the term, have the right to go upon and inspect the premises and every building, structure, and improvement located, maintained or con- structed thereon or in the course of being erected, constructed, repaired or altered, and also to serve or to post and keep posted on the premises any notices provided by the Code of the Civil Procedure of the State of California, or any other notice or notices that my be any time required or permitted by law. 5 -K - HOLD HARMUSS. Foundation shall at all times dur- ing the term keep and save City free and harmless from any and all liability, demands, injury or claim of demandfor liability which may in any manner arise from the caste, occupancy or WAtertnaru of the premises or any building„ structure or improvement thereon, or from negligence* malfeasance, misconduct or inadvertance of .6. Foundation or say of its agents, employees or contractors in any way concerned with the construction, maintenance, operation or use of any portion of the premises or any building, structure or improvement thereon located. Foundation shall throughout the term keep In full force and effect, with a company or companies authorised to transact such business in the State of California, a policy or policies of Insurance naming City as an assured and covering damage to property of every one other than Foundation In any one accident to the amount of ONE HUNDRED THOUSAND AND N01100 01000000.00) DOLLARS, and death of or injury to any person in any one accident to the amount of ONE HUNDRED THOUSAND AND NO/100 4100,000.00) DOLLARS, and to the amount of TRW HUNDRED THOUSAND AND NO/100 ($3OO,OOO.00) DOLLARS for death of or injury to more than one person In any one accident, event or occurance. 5 -L - So portion of the premises, nor any building, structure or improvement of any kind shall be erected, constructed, placed on, operated or maintained on the premises, nor shall any business or operation shall be conducted or carried on therein or thereon, nor permitted therein or thereon In violation of any Or- dinance, law, statute or regulation of any governmental agency hav- ing jurisdiction thereover. 5 -9 - Neither this lease mor agreement nor any right pro- vided or accruing hereunder shall be assignable or transferable in any manner whatsoever, voluntarily or involuntarily,, by operation of law or otherwise, nor shall any portion of the premises be sub -lei hypothecated, encumbered, or in any manner transferred or hypothecate by Foundation without the written consent of City, subject to the assignment and substitution provided for in Paragraph 5 -C herei.n- above. 5 -N - CONDITIONS AND COVENANTS. Mach and everyone of the foregoing terms, conditions and provisions contained In this Paragraph 5 shall be construed as conditions subsequent, regard- less of how designated herein, for the violation of any one or more of which City may terminate this lease and agreement by written notice to Foundation given by City upon order of the City Council -7- Pursuant tO motion duly made " entered upon its official Minutes provided, however, that this lease may not be terminated without SIXTY (60) days' written notice given to Foundation stating in Son oral terms the act or omission alleged to be in violation at any test hereof and demanding compliance therewith, and if compliance be trade within said period of SIXTY (60) days,* such cause of a"- cella`lon shall thereby be removed as to the act or omission spool In such notice; provided further that, upon written request by F'oundat:long Foundation aball be accorded a hearing before the legi lative body of City concerning the matters specified in such notic However, the wilful and repeated commission of acts} or failure to perform duties in accordance with this lease and agreement after t, service and expiration of such SIXTY (60) days' notice describing such acts or failures, shall neverthe less constitute grounds for cancellation of this lease and agreement even though the specified act or omission described in such notioe shall have been tomporari. remedied. The remedy of cancellation herein provided shall be cumulative to all other remedies provided by law. 5-0 - Foundation shall submit to city for its considers the name selected by Foundation for the hospital and related facil to be constructed, maintained and operated under the germs hereof. 6 - NOTICES. Any notice required by the terms hereof or by lawp may be given to the parties entitled or required to re- ceive such notice, by depositing such notice in any United States Post Office in the County of Los Angeles, State of California, postage fully prepaid and addressed to the respective party as follows$ (a) NOTICE TO CITY% City of Arcadia Attention City Clerk Arcadia City Hall 24o W. Huntington Dr. Arcadia, California. (b) NOTICE TO FOUNDATION t Hospital Foundation of the_Methodis 2826 S. hope St. Church, Los Ar4oles, 7, California. 7 - RETURN OF PREMISES. At the expiration of the term, or upon the sooner tezvdnatlon of this lease and agreement for ..8.. any reason whatsoever, Foundation shall peaceably surrender said premises without wilful damage to any buildings structure or im- provement thereon; provided however, that if this lease and agree- ment be not renewed or extended a$ the date of its expiration as herein specified, upon substantially similar terms or conditions or upon other terms or conditions agreeable to City and Foundation, City shall purchase from Foundation all buildings, structures and Improvements permanently located on the premises, at their full and reasonable value at such time, said value to be determined by a qualified, licensed and impartial appraiser or appraisers to be selected by the parties. 8 ATTORNEYS' FEES. In the event Of suit in any court of competent jurisdiction to compel compliance with any term hereof, the parties prevailing in such suit shall be entitled to .receive in addition to any other relief arrorded, a further reasonable suss to be determined by such court as and for attorneys' Pees in such actions. IN WITNESS WHEREOF City and Foundation have caused the within agreement and lease to be executed by their respective officers thereutato duly authorized the day and year hereinbefore set forth. ATTE$T t e CITY NON ' J i STATE OF CALIFORNIA, ) )as. County of Los Angeles) On the 28th day of May, ji.D., 1953, before me, Janes A. Nicklin, a Notary Public in and for said County and State, personally appeared John A. Schmocker-, known to me to be th Mayor and �%,. M. Cornish, known to me to be the City Clerk o the City of Arcadia, a M nicipal Corp ioration, the Corpora - tion that executed tj�,.M Pain Instrument, known to me to be the persons who t ,h44$A te1 � he within Instrument, on behalf o the Corporation erein named, and acknowledged to me that such Corporation executed the same. IN 'WITNESS INHER86F, I have hereunto set my hand and affixed my official seal this 10th day of January, 1955. ,;7 �_ EXHIBIT "All That portion of the following -described real property in the City of Arcadia.. County of Los Angeles, state of Cal.1fornia described as follows: boanded or I That portion of kot 5, ol, Tract 14o. 94,): in the Gity of Arcadia, G'ounty of Lo� Angcipsj Istate of as per map recorded in Book 17, Pao 13 of kl tps, In glee office of the Gounty tvpcorder ot saitt uounj-,yj hJeac'-ribed as follows Beginning alt� the, most we-stf,'rly corani "�f pzarcel 01, land conveyed to the Los Ahngel—,; Tarf Glub., lie., and. described as Parcel 2 in deed recorded ih 11ook 12619, Page 275 of Ufficial Recorths at si1d. eovntjr thence along the boundary of the lanil deiscri-bed In sai.d 2 as follows; South 510 211 ou" ' t 431.12 feet; South 3' 33' OU" West 15U.UU feet; and Bouth 510 2'11 UO" S,aM.t 30-OU feet to the intersection with the southeasterly line of said Lot 5; thence southwesterly and wester�jr,, a1ong the southeasterly and southerly line of said lot 5., to its point of intersection with the sa,atherl-y 3.1ne, Of' flo-ritington Drive, BU.00 in width, as the saine Is described, In the deed to the City of Arcadia., recorded in Book 9396P Page 145 of Official Records of said county- thence easterly, and. nort,11- easterly along the southerly and southeasterjy, line of said Huntington Drive, to the point of beginnia&, lying northeasterly of a line described as follows: Beginning at a point on the souUieazsterly line of If un � n )T Li gtf. , I, Drivep 8U feet wide,, as described in dee(i t10 City of Axcadiu recorded in Book 939,,"), page 145, of Official hecords of said County, said point being southwesterly 1275.09 feet. from the most westerly corner of that pare el of land conveyeti to the Los Angeles Farf Glubo Incorporated, ami (lescri.bed as Parcel 2 in deed recorded in flook 126.1.9. page 275, of Official Records of said County; thence along a curve conc�-wvc..,,. northeasterly having a radius of 20UU feet, to a point of intersection with the southeasterly line of Lot 5 of Tract. 949; said point of intersection being 3571.22 fe=et south. westerly' from the northeast corner of said Lot, 5., measured along the southeasterly lines of said Lot 5, (the above described line being the approximate centerline of a pj°opcosed easement to the Los Angeles Coun+,y Flood Control District for flood control purposes In connection with the improvem.ent of the Arcadia 1,4 ash. ) That portion of the following described real property in the City of Arcadian County of Los Angeles, State of California, bounded or described as follows That portion of Lot 5, of Tract No. 9119, in the City of Arcadia, County of Los Angeles' State of California, as per asap recorded in Book 17, Page 13 of fts, in the office of the County Recorder of said County, described as follows s Beginning at the most westerly coroner of that parcel of land conveyed to the Los Angeles Turf Club, Inc., and described as Parcel 2 In deed recorded in Book 12619, Page 275 of Official Records of said county; thence along the boundary of the land described in said Parcel 2 as follows: South 510 271 oo" Fast 481.12 feet; south 380 331 OU" West 150.00 feet; and South 51° 271 00" Bast 30.00 feet to the intersection with the southeasterly line of said lot 5; thence southwesterly and westerly, along the southeasterly and southerly line of said Lot 51 to its point of intersection with the southerly line of Mont - ington Drive, 80.00 feet in width, as the same is described In deed to the City of Arcadia recorded in Book 93964 Page 145 of official Records of said county; thence easterly and northeasterly along the southerly and southeasterly line of said Huntington Drive, to the point of beginnings lying southwesterly of a line described as followsa Beginning at a point on the southeasterly line of Hunting- ton Drive, SO feet wide, as described in deed to City of Arcadia, recorded in Book 9396, page 145, of Official Records of said Countya said point being southwesterly 1275.09 feet from the most westerly corner of that parcel of land conveyed to the Los Angeles Turf Club, Incorporated, and described as Parcel 2 is deed recorded in Book 12619, Page 275, of official records of said County;, thence along a curve concave northeasterly having a radius of 2000 feet, to a point of intersection with the southeasterly line of Lot 5 of Tract 949; said point of intersection being 3571.22 feet southwesterly from the northeast corner of said Lot 52 measured along the southeasterly lines of said Lot 50 (the above described line being the approximate center line of a proposed easement to the lea Angeles County Flood Control District for flood control purposes in connection with the improvement of the Arcadia Wash.9 1