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Home My WebLink AboutD-2813it - Y000 C' I x E t. a- This page is part of your document - DO NOT DISCARD G C 3 2013 201317291,.28 Jr Recorded /Filed in Official Records Recorder's Office, Los Angeles County, California 12/06/13 AT 08:OOAM Pages: 0015 FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 AL AL 12lIIIII�IlII�IlIIIlIIIIII�I�IlCIIIII° �III��IP�IIIIlIIIIIlI ! "IlIIIIIlIlIlIR!!I�'��IIIIIIN LEADSHEET 00008629242 IINIIIVI�IIINIIIII SEQ: 07 DAR - Title Company (Hard Copy) - THIS FORM IS NOT TO BE DUPLICATED t55 - E521952 c230 13 0 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Arcadia 240 West Huntington Drive Arcadia, CA 60021 Attention: City Clerk Office No Recording Fee Pursuant to Government Code § 27383 iy DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR CITY OF ARCADIA AS THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA 24347.0080117909066.11 5 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR CITY OF ARCADIA AS THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ( "Declaration") is executed by the City of Arcadia as the Successor Agency to the former Redevelopment Agency of the City of Arcadia, a public entity ( "Declarant ") and is dated for reference purposes as of this 10411,N day of rLt n ? _ , 2013. Reference herein to "Parties" shall mean Declarant and Owner (as described below). RECITALS A. Declarant is the owner of certain real property located in the City of Arcadia, Los Angeles County, California, as more particularly described in Exhibit "A" attached hereto ( "Property"). Declarant has agreed to sell and convey the Property to Paul P. Rusnak Family Trust or a nominee (together with its permitted successors and assigns, "Owner") for use as an expansion of the existing Mercedes Benz new and used car dealership ( "Dealership ") known as " Rusnak Arcadia," located at 55 West Huntington Drive, Arcadia, California, immediately adjacent to the Property (the existing Dealership as improved and expanded onto the Property to be known as the "Expanded Dealership"). B. Declarant has acquired, aggregated and is conveying the Property to Owner expressly in reliance upon use of the Property for expansion of the Dealership. As described herein, whether prior to or following conveyance of the Property to Owner, Declarant will cause existing improvements on the Property to be demolished and removed. By its acceptance of title to the Property, Owner acknowledges that Declarant's conveyance of the Property to Owner and demolition of improvements thereon constitutes good and sufficient consideration for the covenants, conditions and restrictions contained herein. C. The covenants, conditions and restrictions contained herein are intended to assure that the Property is used, during the term hereof, for the purposes described herein, for the benefit of the City and its residents. The Property would not have been conveyed to Owner by Declarant without being concurrently subject to the provisions of this Declaration. NOW, THEREFORE, Declarant hereby subjects the Property to all of the covenants, conditions and restrictions contained herein, all of which will bind the Property for the period described in Section 4 below, and all of which (except as otherwise described herein) are for the benefit of and may be enforced through appropriate action by Declarant. These restrictions will constitute covenants running with the land and, subject to the provisions of this Declaration, shall be binding upon any permitted successors and assigns of Owner. 1. Obligations of Declarant 1.1 Demolition. Declarant will, at Declarant's sole cost, demolish and remove existing building improvements on the Property. Demolition will include removal of building foundations and any subterranean vaults or other structures and removal of asphalt or concrete from the building footprint area, with the building footprint area being left in a rough graded 24347.00801\7909066-11 condition. Demolition activities will be conducted in accordance with permits and approvals properly obtained and in compliance with applicable laws, rules and regulations. Declarant reserves a right of entry to the Property for itself and any contractors involved in demolition activities, which right of entry will expire upon completion of demolition, as evidenced by a final inspection conducted by the City of Arcadia ( "City"). Declarant will assure that the Property is kept free from liens or other claims related to demolition activities and will defend, indemnify and hold Owner free and harmless from and against any and all such claims, damages and liabilities. 1.2 City Review. Declarant agrees to use reasonable efforts to assist with the expedition of all permitting and approvals by City for the completion of the Dealership Improvements described in Section 2.3 below. Upon the submittal by Owner of a complete Conditional Use Permit Application and required associated materials, Declarant shall schedule the application for a public hearing within ninety (90) days. Upon the submittal by Owner of complete construction plans and drawings for building permits, such submission shall receive priority plan check and processing review from Declarant and Declarant's contractors and technical advisors. 2. Ownership, Use and Operation of Property. For the Term defined and described in Section 4 below, the ownership, use and operation of the Property will be subject to the following restrictions and requirements: 2.1 Ownership. The Property has been conveyed by Declarant to Owner in reliance upon Owner's experience, expertise and reputation as a premier Southern California Mercedes Benz automobile dealer. Owner agrees that during the Term (as defined below), Owner will retain title to the Property and not convey such title (legal or equitable, including any leasehold or other possessory interest) without Declarant's prior written consent, which Declarant may grant or withhold in its sole discretion. Notwithstanding the foregoing, prior to the expiration of the Term, Declarant will not unreasonably withhold its consent to conveyance of equitable or legal title to the Property, leasehold or other possessory interest therein by Owner to (a) an "Affiliate" of Owner, or (b) a "Qualified Dealer." For purposes of this Declaration, an "Affiliate" of Owner shall be a person or entity that controls, is controlled by or is under common control with Owner. For purposes of this Declaration, a "Qualified Dealer" is an automobile dealer with experience and expertise substantially similar to that of Owner that will continue to sell and lease Mercedes Benz automobiles, and that has been approved by Mercedes Benz to operate a Mercedes Benz dealership at the Expanded Dealership. Owner will provide as much notice as is reasonably possible to Declarant regarding a proposed transfer to an Affiliate or Qualified Dealer and Declarant will respond expeditiously regarding its consent (consistent with the requirement that such consent be considered and acted upon by Declarant's City Council). 2.2 Use. Declarant would not have sold and conveyed the Property to Owner for uses other than the Expanded Dealership. During the Term, the Expanded Dealership will remain a Mercedes Benz dealership and the City will remain the point of sale for all automobile sales and leasing from the Expanded Dealership. Owner will use the Property exclusively for the expansion and operation of the Expanded Dealership. Any change in the automobile manufacturer whose automobiles are sold or leased from the Expanded Dealership will require 24347.00801 \7909066.11 2 a the prior written consent of Declarant, which Declarant may grant or withhold in its sole discretion. Declarant will respond expeditiously following a request from Owner pursuant to this Section 2.2 (consistent with the requirement that such consent be considered and acted upon by Declarant's City Council). 2.3 Dealership Improvements. Subject to Unavoidable Delay, within eighteen (18) months following the later of (a) close of escrow for conveyance of the Property to Owner; (b) completion of demolition activities described in Section 1 above, or (c) issuance of a building permit by City for the Dealership Improvements, Owner will construct and complete "Dealership Improvements" on the Property by expending not less than Ten Million Dollars ($10,000,000.00) in hard costs ( "hard costs" excludes architectural, engineering, financing, legal fees and similar indirect construction costs). "Dealership Improvements" means and refers to improvements to the Property consisting of buildings, building systems, fixtures and equipment, parking lot improvements, lighting, hardscape and landscaping, and public improvements such as those described in Section 3 below, but being limited to onsite public improvements. Dealership Improvements do not include automobile or parts inventories. Dealership Improvements shall be deemed "complete" upon the issuance of a final Certificate of Occupancy by the City for the Dealership Improvements. The date of completion of Dealership Improvements as defined in the preceding sentence shall hereafter be referred to as the "Commencement Date." Upon completion by Owner of construction of the Dealership Improvements, Owner will certify in writing to Declarant that Owner has expended not less than Ten Million Dollars ($10,000,000.00) in hard costs on the Dealership Improvements. 2.4 Operation. Owner covenants and agrees that it will continuously operate the Expanded Dealership throughout the Term (as defined below), in compliance with all of the terms and conditions of this Declaration. "Continuous Operation" means that the Expanded Dealership will remain open for business throughout the Term during substantially the same business hours and business days that the Dealership has previously operated, with advertising and other business activities at a level not less than that at which the Dealership has operated during the three (3) calendar years preceding the date of this Declaration. 3. Public Dedications and Public Improvements. By acceptance of title to the Property, Owner acknowledges that expansion of the Dealership and development of the Property will require certain dedications and public improvements. The exact nature and extent of such dedications and public improvements will be based upon review by the City of land use submissions and proposed improvement plans, subject to applicable law and subject to City standards and policies currently in effect throughout the City. However, such dedications and public improvements may include, without limitation, the following: Additional 2' dedication on Santa Anita Ave. frontage Comer cutback dedications at Santa Anita Ave. corners Restrict vehicular access from Santa Anita Ave. 24347.00801 \7909066.11 3 I • Verify eight -foot minimum parkways for Morlan Place and Santa Clara St. - Dedicate missing portions as necessary to obtain 8'. (City to pay for survey to verify /determine necessary dedications) • Reconstruct current standard handicap ramps at corners • Remove and replace ten foot wide sidewalk on Santa Anita • Remove and replace damaged sections of curb and gutter • Remove and replace all non - standard drive approaches • Remove old under sidewalk drains • Provide 3' x 3' tree wells and street trees • Remove and replace five foot sidewalk on Santa Clara St and Morlan Place along new parcel • Remove old driveways no longer used • Provide parkway landscaping consistent with on -site landscaping • Replace damaged or uplifted sidewalks. The proposed dedications and public improvements described herein are preliminary and subject to modification based upon land use and development submissions by Owner. All dedications and public improvements required with respect to development of the Property will be the responsibility of Owner and at Owner's sole cost. 4. Term. Owner's obligations as set forth in Section 2 above shall continue for a period of ten (10) years, beginning as of the Commencement Date ("Term"). Upon the expiration of the Term, this Declaration and the restrictions contained herein will automatically terminate and be of no force or effect; provided, however, that upon the expiration of such Term and at the written request of Owner, Declarant will execute and acknowledge and provide to Owner an appropriate form of termination, release or quitclaim, which may be recorded in the Official Records of Los Angeles County, California, at Owner's expense. 5. Default, Remedies. In the event of a default or alleged default by Declarant or Owner, the Parties agree as follows: 5.1 Notice and Opportune to to Cure. In the event either Declarant or Owner believes that the other is materially in default in its obligations hereunder, such party ("Non - Defaulting Party") shall provide written notice to the other party ( "Defaulting Party") specifying in reasonable detail the nature of the alleged default ( "Default Notice"). The Defaulting Party shall have a period of thirty (30) days within which to (a) cure the alleged default; or (b) if such default cannot be cured within thirty (30) days, to commence to cure the alleged default; or (c) to respond in writing to the Non - Defaulting Party ( "Default Response") 24347.00801 \7909066.11 4 setting forth in reasonable detail the reasons why the Defaulting Party believes that no default has occurred. Within fifteen (15) days following receipt of the Default Response, the Parties will meet and confer and attempt to resolve any dispute (it being understood that any proposed resolution may require approval by the City Council of the City). Any dispute that cannot be resolved within thirty (30) days following receipt of a Default Response will, at the written request of either party, be submitted to arbitration in accordance with the provisions of Section 7 below. 5.2 Default by Declarant. If a material uncured default by Declarant exists with respect to Declarant's obligations under Section 1 above, Owner may seek specific performance of such obligations. 5.3 Default by Owner. In the event of a material uncured default by Owner in its obligations hereunder, Declarant will have the following enforcement rights: (a) In the event of a failure by Owner to construct the Dealership Improvements at all, or to expend not less than Ten Million Dollars ($10,000,000.00) on the Dealership Improvements, all as set forth in Section 2.3 above, Owner shall be liable to Declarant for liquidated damages in an amount equal to the loss in real property tax revenue otherwise payable to the City with respect to the Property. Such liquidated damages will be calculated by the City and will be based upon the present value of the projected loss from the date of default through the end of the Term, based upon the difference between the property tax amount that would have been received by the City if the Dealership Improvements had been constructed as required by this Declaration, less property taxes payable to the City based on the value of the Dealership Improvements as actually constructed. Owner shall pay to the City the liquidated damages amount determined as set forth above within forty five (45) days following receipt by Owner of written notice thereof from City. (b) Declarant believes that compliance by Owner with the requirements of Section 2 above will result in sales tax revenues that will satisfy the threshold described in Section 6 below. Regardless of whether a material uncured default by Owner exists with respect to the requirements of Sections 2.1, 2.2 or 2.4 above, and in addition to any remedies available to Declarant with respect thereto, Owner will be liable to City for annual sales tax revenues in an amount not less than the Annual Sales Tax Threshold Amount described in Section 6 below. 6. Sales Tax Revenue. The Property has been conveyed by Declarant to Owner with the expectation and understanding that it will be used in connection with an expansion of the Dealership and that the Expanded Dealership will be owned and operated as described in Section 2 above, all of which will result in continued and enhanced sales tax revenues to the City. Owner shall cause the Expanded Dealership to generate annual Local Sales Tax Revenues from the Dealership in an amount not less than Eight Hundred Thousand Dollars ($800,000.00) ("Annual Sales Tag Threshold Amount") for each "Full Tax Year" during the Term. During the Term, in the event that Local Sales Tax Revenues generated for any year are less than the Annual Sales Tax Threshold Amount, Owner shall pay the difference to the City in cash as set forth below. The Annual Sales Tax Threshold Amount represents a minimum or "floor," and 24347.00801 \7909066.11 5 UN City will retain actual annual sales tax revenues from the Expanded Dealership, whatever the amount. Because sales tax is calculated and paid quarterly, the first Full Tax Year for purposes of application of the Annual Sales Tax Threshold Amount will commence as of the first day of the first full calendar quarter following the Commencement Date. For avoidance of doubt, if the Commencement Date were March 1, 2014, the first full quarter thereafter would commence April 1, 2014 and the first Full Tax Year for application of the Annual Sales Tax Threshold Amount would be for the year commencing April 1, 2014 and ending March 31, 2015. At the end of each Full Tax Year as described above, promptly following calculation by City of the Dealership's annual sales tax revenue figures for the immediately preceding Full Tax Year, City will notify Owner in writing if annual Local Sales Tax Revenues from the Expanded Dealership are less than the Annual Sales Tax Threshold Amount ("Deficiency Notice"). Within forty-five (45) days following receipt by Owner of a Deficiency Notice from City, Owner shall pay to City the amount of such deficiency, equal to the difference between the Annual Sale Tax Threshold Amount and the lesser Local Sales Tax Revenue amount actually received by the City from the Expanded Dealership for such Full Tax Year. Any deficiency not received by the City within such forty-five (45) day period will bear interest from such due date until paid, at the highest legal rate. For purposes of this Section 6, "Local Sales Tax Revenues" means and refers to the amount of sales tax received by the City from the State Board of Equalization (`BOE ") pursuant to the application of currently effective Sales Tax Law attributable to sales at the Dealership. "Sales Tax Law" means (i) California Revenue and Taxation Code Section 7200 et seq., and (ii) applicable regulations of the BOE relating thereto. For the avoidance of doubt, the previous two sentences are intended to be declarative of the process under which the City has historically received sales tax revenues resulting from sales at the Dealership. The Parties acknowledge that the Sales Tax Law and the allocation of sales tax revenues to the City may be modified by future legislation of the State of California, and it is the intent of the Parties that the Annual Sales Tax Threshold Amount is to be calculated under currently existing Sales Tax Law without regard to any modification that could negatively impact the amount of revenue actually received by the City. If any such modification occurs and is reasonably expected to or does reduce Local Sales Tax Revenues below the Annual Sales Tax Threshold Amount, the Parties agree to meet and confer and attempt to mutually agree upon an amendment or restatement of this Declaration that may address the modifications but not increase Owner's total sales tax liability with respect to sales and leasing from the Expanded Dealership. 7. Arbitration. Any dispute, claim or controversy arising out of or relating to this Declaration or the breach, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of this, which is not resolved through the provisions of Section 5.1 above, shall be determined by arbitration administered by JAMS pursuant to its comprehensive arbitration rules and procedures. The arbitration shall take place before a single arbitrator agreed upon by the Parties and shall take place at the JAMS office located closest to the Property. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aide of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs 24347.00801 \7909066.11 6 CI of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party. 8. Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered, sent by recognized overnight delivery service or mailed by certified or registered mail, return receipt requested, postage prepaid, to the Parties at the addresses indicated below: To Declarant: City of Arcadia as Successor Agency to the Arcadia Redevelopment Agency 240 West Huntington Drive Arcadia, CA 91066 Attn: City Manager Copy to: Best Best & Krieger LLP 2855 East Guasti Road, Suite 400 Ontario, CA 91761 Attn: Stephen P. Deitsch, Esq. To Owner: Paul P. Rusnak Family Trust c/o Rusnak Group 267 -337 West Colorado Boulevard Pasadena, CA 91105 Attn: Paul P. Rusnak Copy to: Rusnak Group 267 -337 West Colorado Boulevard Pasadena, CA 91105 Attn: Victoria Rusnak, Esq. Any parry may change its address by a notice given to the other party in the manner set forth above. Any notice given personally shall be deemed to have been given upon service, notices sent by overnight service shall be deemed received on the next business day and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 9. General Provisions. 9.1 Inte rg ation. This Declaration supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof. Neither of the Parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 9.2 Covenants Running With The Land. This Declaration, upon its recording, will constitute covenants running with the land, which covenants will be binding upon the Property for the Term hereof. 24347.00801 \7909066.11 7 9.3 Amendment/Modification. This Declaration may not be modified or terminated except with the prior written consent of Declarant and the City. Any change or modification of the terms or provisions of this Declaration must be in writing and signed by both Declarant and Owner. 9.4 Governing LawNenue. This Declaration shall be construed, interpreted and applied in accordance with the laws of the State of California. The venue for arbitration will be as set forth in Section 6 above and any litigation permitted hereunder will be brought in Los Angeles County Superior Court. 9.5 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Declaration. 9.6 Unavoidable Delay. All time limits and deadlines shall be tolled and performance by either party shall be excused during any period of "Unavoidable Delay" arising from or on account of any cause whatsoever beyond the party's reasonable control, despite such party's reasonable diligent efforts, including industry-wide strikes, labor troubles or other union activities (but only to the extent such actions affect similar persons at that time and do not result from an act or omission of the party), casualty, war, acts of terrorism, riots, weather activity, earthquakes, or natural disasters. Unavoidable Delay shall not include delay caused by a party's financial condition, illiquidity, or insolvency. 9.7 Attorneys' Fees. In the event of any action or proceeding to enforce any of the provisions of this Declaration, the prevailing party in any such action or proceeding shall be entitled to reasonable attorneys' fees and costs. 9.8 Counterparts. This Declaration may be executed in counterparts and counterpart signature pages and notary acknowledgements may be attached hereto for purposes of recording. Each such counterpart will constitute an original document. 9.9 Obligation to Refrain from Discrimination. By acceptance of title to the Property, Owner covenants and agrees for itself, its successors, its assigns and every successor - in- interest to all or any portion of the Property, that there shall be no discrimination against or segregation of any person, or group of persons, on account of gender, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy. tenure or enjoyment of the Property nor shall the Owner, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of purchasers, the Owners, lessees, sublessees or vendees of the Property. The covenant of this Section shall be a covenant running with the land, binding on the Property and successor owners thereof. 9.10 Form of Non - Discrimination and Non - Segregation Clauses. By acceptance of title to the Property, Owner covenants and agrees for itself, its successors, its assigns, and every successor -in- interest to all or any portion of the Property, that Owner, such successors and such assigns shall refrain from restricting the sale, lease. sublease, rental, transfer, use, occupancy, tenure or enjoyment of all or any portion of the Property on the basis of gender, 24347.00801 \7909066.11 8 sexual orientation, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining to the Property or any part thereof shall contain or be subject to substantially the following non - discrimination or non - segregation covenants: (a) In deeds: The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of. any person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the owners, lessees, sublessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy. tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the owners lessees, sub - lessee, or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the owners, lessees, sub - lessees, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS 24347.00801 \7909066.11 9 IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has executed this Declaration this I Oh day of 'Z�'m e , 20A. ATTEST: DECLARANT: CITY OF ARCADIA AS THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public entity Its: G nl:� sA N C.6, q'- APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP Suc sor Agency Clerk City Attorney Owner hereby acknowledges and agrees to the provisions of this Declaration. PAUL P. RUSNAK F Y TRUST By: Trustee 24347.00801 \7909066.11 10 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of On O of 10 before me,, (, /L 15 /1 Date �� Here Insert N� andTitl of the Officer personally appeared :D9A10,1C 62� re f Ne CML CODE § 1189 WITNESS m han nd official seal. Signatur ' 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 Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — C Limited General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 2010 National Notary Association • NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) Hem soaui who proved to me on the basis of satisfactory evidence to be the person whose name(/] is /ape- subscribed to the within instrument and acknowledged to me that he /aheMie�, executed the same in hiss authorized capacity4&4, and that by hisAl4er,44e signature on the instrument the personx), or the entity upon behalf of which the LISA MARI�SENDEN person(�'j acted, executed the instrument. ! Commission * 2016005 Notary Public - California D Z I certify under PENALTY OF PERJURY under the Los Angeles County laws of the State of California that the foregoing My Comm. Expires Mar 29 2017 paragraph is true and correct. WITNESS m han nd official seal. Signatur ' 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 Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — C Limited General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 2010 National Notary Association • NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) Hem soaui ACKNOWLEDGEMENTS STATE OF CALIFORNIA COUNTY OF LA 4,.J Lis ) On MAY 24 t, before me, D. M- k&t'K)Uro AJ Notary Public, personally appeared y i P Ls*+- AZa AJi* L , who proved to me on the basis of satisfactory evidence to be the person($) whose name(4 is/gr,6 subscribed to the within instrument and acknowledged to me that he /she /ttey executed the same in his/her /their authorized capacity(-ies), and that by his/her /their signatureo on the instrument the person(, 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. WITNESS my hand and official seal. STATE OF CALIFORNIA COUNTY OF M before me, r«..... ..... D. M. NAMILTM Commission No. 2004415 NOTARY FUKX-CAUFOMM LOS ANGELES COUNTY My Cwm+. Ex*" lA AWW It 2M7 (Seal) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 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 24347.00801 \7909066.11 1 I (Seal) Iq t EXHIBIT A LEGAL DESCRIPTION OF AGENCY PROPERTY 101 -155 N. Santa Anita: LOTS 1, 2,3 AND 4 OF TRACT NO. 13768, AS PER MAP RECORDED IN BOOK 273, PAGE 37 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM SAID LOT 1, THE EASTERLY 10 FEET THEREOF FOR STREET PURPOSES. Dahlgren Property: BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 5, TRACT 13768, AS SHOWN ON MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN THE OFFICE OF SAID RECORDER; THENCE ALONG THE NORTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID LOT 5, NORTH 90 14' 54" WEST 54.92 FEET TO THE SOUTHERLY LINE OF SANTA CLARA STREET; (80 FEET WIDE) AS DESCRIBED IN CITY OF ARCADIA RESOLUTION NO. 3607 RECORDED ON AUGUST 9, 1963 AS DOCUMENT NO. 5909 IN BOOK D -2140 PAGE 264 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID SOUTHERLY LINE, EASTERLY 56.04 FEET ALONG A CURVE CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 560 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE NORTH 780 33' 32" EAST 188.46 FEET, MORE OR LESS, TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF LOT 5 OF SAID-TRACT 13768; THENCE ALONG LAST SAID PROLONGATION, SOUTH 8.68 FEET TO THE. NORTHEAST CORNER OF SAID LOT 5; THENCE SOUTHWESTERLY ALONG THE NORTHERLY LINE OF SAID LOT 5 TO THE POINT OF BEGINNING. EXCEPT ALL MINERALS, ORES, PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES LYING 500 FEET BELOW THE SURFACE OF SAID LAND AS RESERVED IN THE DEED FROM PACIFIC ELECTRIC RAILWAY COMPANY, A CORPORATION, RECORDED MAY 15, 1962 IN BOOK D -1614 PAGE 679, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL MINERALS AND OIL RIGHTS AS RESERVED IN THE DEED FROM E.J. BALDWIN RECORDED JUNE 3, 1902 IN BOOK 1574 PAGE 292, OF DEEDS, IN THE OFFICE OF THE RECORDER OF LOS ANGELES COUNTY AND AS AGAIN EXCEPTED IN THE DEED FROM ROSEBUDD DOBLE ATKINSON AND OTHERS, RECORDED FEBRUARY 28, 1952 IN BOOK 38352 PAGE 138, OFFICIAL RECORDS OF LOS ANGELES COUNTY, BUT WITHOUT THE RIGHT OF SURFACE ENTRY OR RIGHT OF INGRESS AND EGRESS WITHIN 500 FEET OF THE SURFACE OF SAID LAND FOR THE EXPLORATION FOR, MINING, EXTRACTING OR REMOVING THE SAME. 21 Morlan Place: LOT 5 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 24347.00801 \7909066.11 A-1