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HomeMy WebLinkAboutEasment Purchase Agreement - Anita Associates et 61-r/) a 0/C-ir;Ptel • EASEMENT PURCHASE AGREEMENT By and Between THE CITY OF ARCADIA, a municipal corporation and ANITA ASSOCIATES, a California limited partnership Dated: January 19, 1993 KKR23535 Rev. 1/13/93 TABLE OF CONTENTS ARTICLE I SUBJECT OF AGREEMENT 2 Section 1. 01. Purposes of Agreement 2 Section 1. 02 . Description of the Lot, the City Lot, and the Adjoining Property 2 Section 1. 03. Parties to the Agreement. 2 Section 1. 04. Assignment 3 ARTICLE II ACQUISITION OF EASEMENT 4 Section 2 . 01. Purchase and Sale of Easement 4 Section 2 . 02. The Easement Purchase Price 4 Section 2 . 03. Damages and Remedies for Anita's Failure to Convey the Easement 4 Section 2 . 04 . Escrow 5 Section 2 . 05. Conveyance of Easement Title 8 Section 2. 06. Form of Easement Deed 8 Section 2 . 07. Conditions for Close of Escrow 8 Section 2 . 08. Time and Place for Delivery of Documents to Escrow 11 Section 2 . 09. Taxes and Assessments 11 Section 2 . 10. Zoning of Fashion Park Improvements and Environmental Approvals 11 Section 2 . 11. Financing 11 Section 2 . 12. City's Right to Drawings, Plans, Etc. 12 Section 2 . 13 . Easement/Control Over City Lot 12 Section 2 . 14. Environmental Warranty 13 Section 2 . 15. Waiver of Lease Rights by Anita/Subordination 14 ARTICLE III DEVELOPMENT OF THE FASHION PARK IMPROVEMENTS 16 Section 3 . 01. Development by Anita 16 (a) Scope of Development 16 (b) Scope of Development, Conceptual Site Plan and Concept Elevations 16 (c) Schedule of Performance 17 (d) Bodily Injury and Property Damage Insurance 17 (e) Antidiscrimination During Construction . . 18 (f) Local, State, and Federal Laws 18 (g) Timing of Completion of Fashion Park Improvements 18 Section 3 . 02 . Responsibility of the City 19 -i- KKR23535 Rev. 1/11/93 Section 3 . 03 . Taxes, Assessments, Encumbrances and Liens 19 Section 3 . 04 . Certificate of Completion 20 Section 3 . 05. Additional Development Responsibilities of Developer 21 ARTICLE IV USE OF THE FASHION PARK IMPROVEMENTS 23 Section 4. 01. Maintenance of the City Lot 23 Section 4 . 02 . Obligation to Refrain from Discrimination 23 ARTICLE V DEFAULTS, REMEDIES AND TERMINATION 24 Section 5. 01. Defaults - General 24 Section 5. 02 . Legal Actions 24 (a) Institution of Legal Actions 24 (b) Applicable Law n 24 (c) Acceptance of Service of Process 24 Section 5. 03 . Rights and Remedies are Cumulative . . 25 Section 5. 04 . Damages 25 Section 5. 05. Remedies and Rights of Termination . . 25 (a) Termination by City 25 Section 5. 06. Operating Covenant and Remedies Upon Breach 26 Section 5. 07. Termination of Covenants Upon Expiration of Easement 28 ARTICLE VI GENERAL PROVISIONS 29 Section 6. 01. Notices, Demands and Communications Between the Parties 29 Section 6. 02 . Conflict of Interest 30 Section 6. 03 . Warranty Against Payment of Consideration for Agreement 30 Section 6. 04 . Nonliability of City Officials and Employees 30 Section 6. 05. Enforced Delay; Extension of Time of Performance 30 Section 6. 06. Approvals 31 Section 6. 07 . Real Estate Commissions 31 Section 6. 08. Indemnification 31 Section 6. 09. Attorneys ' Fees 31 Section 6. 10. Incorporation of Attachments 31 Section 6. 11. Fire Station Parcel Acquisition . . . 32 -ii- KKR23535 Rev. 1/11/93 ARTICLE VII ENTIRE AGREEMENT, WAIVERS AND AMENDMENT 34 Section 7. 01. Entire Agreement 34 ARTICLE VIII TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY 35 Section 8. 01. Execution 35 -iii- KKR23535 Rev. 1/11/93 EASEMENT PURCHASE AGREEMENT THIS EASEMENT PURCHASE AGREEMENT ("Agreement") is made this 19th day of January, 1993, by and between the CITY OF ARCADIA, a municipal corporation ("City") and ANITA ASSOCIATES, a California limited partnership ("Anita") consisting of HAHN-UPI, a California limited partnership as its general partner and SANTA ANITA REALTY ENTERPRISES, INC. , a Delaware corporation ("SARE") as its limited partner. RECITALS A. SARE is the fee owner of that certain real property underlying what is commonly known as the Santa Anita Fashion Park Mall (the "Fashion Park") located in the City of Arcadia, California. SAKE ground leases a portion of the Fashion Park to Anita. B. SAKE is also the fee owner of an 8.2 acre parcel of property (the "Adjoining Property") adjoining the Fashion Park. SAKE intends to lease these 8.2 acres of the Adjoining Property to accommodate the expansion of the Fashion Park. The Adjoining Property is more particulary described on the attached legal description and location map incorporated as Attachments la and lb. SAKE shall lease to Anita, and Anita shall lease from SAKE, the northerly 5.4 acres of the Adjoining Property. Anita shall construct on that 5.4 acres an automobile parking lot (the "Lot") . C. City wishes to acquire an easement over approximately the southerly 2 .8 acres of the Lot (the "City Lot") for public parking purposes (the "Easement") and Anita desires to grantjthe Easement on the terms and conditions contained herein. D. As a condition precedent to the City's obligation to acquire the Easement, Anita shall (i) improve the Adjoining Property as a parking lot in accordance with all City Codes and standards and (ii) use reasonable and diligent efforts to assist Nordstrom in the design and construction of a 130,000 square foot Nordstrom store (collectively, the "Fashion Park Improvements") in accordance with the terms and conditions and within the time ',set forth in this Agreement. E. Notwithstanding anything in this Agreement to the contrary, the City acknowledges that Anita shall have no obligation to construct Anita's portion of the Fashion Park Improvements unless Anita is able to obtain a Nordstrom store for the Fashion Park. KKR23535 -1- Rev. 1/13/93 TERMS NOW, THEREFORE, in consideration of the following promises and covenants, the parties hereto agree as follows: ARTICLE I SUBJECT OF AGREEMENT Section 1. 01. Purposes of Agreement. The purpose of this Agreement is to provide for the City's acquisition of additional public parking facilities adjacent to the Fashion Park and to provide for the additional generation of retail sales within the Fashion Park, thus providing additional sales tax revenue for the City. The execution of this Agreement, the construction of the Fashion Park Improvements, and the acquisition of the Easement as described below are in the vital and best interests of the City and the health, safety, and welfare of the City's residents, and are in accord with public purposes and the provisions of applicable, federal, state and local laws and requirements. Section 1. 02 . Description of the Lot, the City Lot, and the Adjoining Property. Once acquired and developed, the Lot will be located within the Fashion Park, which is located entirely within the City. The City Lot in which the City will acquire the Easement for public parking purposes pursuant to this Agreement consists of approximately 2 .8 acres of the Lot. A legal description and location map of the City Lot are attached hereto as Attachments 2a and 2b and are incorporated by this reference. Anita will enter into an agreement to lease the Lot from SARE so that the execution of such lease will be in a time and manner sufficient to allow Anita to meet the development and other deadlines provided by this Agreement. In the event that Anita fails to lease the Lot from SARE in compliance with the deadlines provided by this Agreement in a time and manner sufficient, in the City's reasonable judgment, to meet its obligations hereunder, then the City may upon thirty (3 0) days' written notice to Anita and the failure of Anita to cure the default within said thirty (30) day period, at its election and as its sole remedy, terminate this Agreement and receive a refund of all deposits and other funds ,paid by the City into the escrow hereinafter described. Section 1. 03 . Parties to the Agreement. (a) The City is a public body, corporate and politic, exercising governmental functions and powers. The principal office of the City is located at 240 West Huntington Drive, Arcadia, California, 91007, telephone number (818) 574-5408. As used in this Agreement, the term "City" shall be deemed to include the City and its assignee and/or successor to the City or to its rights, powers and responsibilities under this Agreement. For purposes of Section 6. 01 hereof, any and all notices, demands or communications shall be sent to the City addressed to the City Manager. KKR23535 -2- Rev. 1/13/93 (b) Anita is a California limited partnership consisting of Hahn-UPI, a California limited partnership as its general partner and SARE, as its limited partner. The principal office of Anita for purposes of this Agreement is located at 4350 La Jolla Village Drive, Suite 700, San Diego, California 92122-1233, telephone number (619) 546- 1001 and for purposes of Section 6.01 hereof, any and all notices, demands or communications shall be sent to Anita addressed to the attention of Legal Department, Santa Anita Fashion Park. Section 1. 04. Assignment. Notwithstanding anything in this Agreement to the contrary, Anita may transfer or encumber its interests in the Fashion Park upon thirty (30) days' prior written notice to the City. Such assignment, transfer or encumbrance shall not require the approval of the City; provided, however, that Anita represents and warrants to the City that it will only assign, transfer, or encumber its interests in the Fashion Park with reputable, financially sound companies, entities and/or individuals. KKR23535 -3- Rev. 1/13/93 ARTICLE II ACQUISITION OF EASEMENT Section 2 . 01. Purchase and Sale of Easement. Anita hereby agrees to sell to the City, and the City hereby agrees to purchase from Anita for the time period set forth in Section 2. 13, an Easement over the City Lot (as more particularly described in Attachments 2a and 2b) for public parking purposes. Such convey- ance shall be by means of the escrow as hereinafter described and for the Purchase Price as set forth in Section 2 . 02 hereof; pro- vided, however, that the City's obligation to acquire the Easement and otherwise take the actions required of it under this Agreement shall be subject to and contingent upon successful and timely completion of the Fashion Park Improvements, as more particularly described herein. Anita and SARE shall jointly execute the Fifteen Year Easement Grant Deed (Attachment 3) as required by Section 2 . 06 of this Agreement. The City acknowledges and agrees that SARE's execution of the Fifteen Year Easement Grant Deed shall be solely in its capacity as the fee owner of the property underlying the City Lot and not as a party to this Agreement. Notwithstanding anything in this Agreement to the contrary, each of Anita and the City acknowledge and agree that (a) SARE's execution of the Fifteen Year Easement Grant Deed shall in no way whatsoever subject SARE to any liability for the terms, covenants and provisions respecting Anita's performance or lack thereof, pursuant to this Agreement or the Fifteen Year Easement Grant Deed and (b) SARE is signing this Agreement only for the purposes of acknowledging the existence of its terms and to agree to execute the Fifteen Year Easement Grant Deed and shall have no obligation whatsoever to perform any of the terms, covenants, and provisions contained in this Agreement or in the Fifteen Year Easement Grant Deed. Section 2. 02 . The Easement Purchase Price. The Purchase Price for the Easement shall be the sum of Three Million Dollars ($3, 000, 000. 00) . The City will deposit the Purchase Price into escrow within thirty (30) days after approval of this Agreement by the City Council and this amount shall constitute full and complete payment by the City for the Easement. Section 2 . 03 . Damages and Remedies for Anita's Failure to Convey the Easement. In the event that Anita, for any reason whatsoever (other than a default by the City) , fails to convey the Easement to the City pursuant to the terms of this Agreement, Ithen the City may, at its sole and absolute discretion, cancel and terminate this Agreement and any interest created by it and receive a refund of the Purchase Price which has been placed into escrow. In the event of termination pursuant to this Section 2 .03 , the City's sole remedy for Anita' s failure to convey shall be the termination of this Agreement and a refund of the Purchase Price. KKR23535 —4— Rev. 1/13/93 Section 2 .04. Escrow. The escrow instructions set forth in these Sections 2. 04 through 2 . 09 shall apply to the purchase of the Easement. (a) The City and Anita agree to establish the escrow for the purchase and sale of the Easement with Chicago Title Escrow, Attn: Lois Degler, 700 S. Flower St. , Los Angeles, California, 90017, telephone number (213) 488-4355 or such other escrow agent mutually agreed upon by the parties hereto (the "Escrow Agent") , within thirty (30) days following the City Council's approval of this Agreement. The City has selected Chicago Title Company ("Title Company") which will issue a title insurance policy insuring that upon the close of escrow, the City owns the Easement over the City Lot as hereinafter described, subject only to those exceptions expressly permitted in this Agreement or otherwise reasonably approved by the City. In the event that the Title Company sets forth requirements for the issuance of an ALTA title insurance policy applicable to the Easement other than those requirements specifically set forth in this Agreement, and such requirements are reasonably unacceptable to the City, in its reasonable discretion, then the parties may select another title insurance company by mutual agreement and all times for performance of actions thereafter shall be automatically extended for thirty (30) calendar days. Sections 2 . 04 through 2 . 09 of this Agreement constitute the joint escrow instructions of the City and Anita, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. (b) The City and Anita shall provide and execute isuch additional escrow instructions consistent with this Agreement as shall be necessary. The Escrow Agent is hereby empowered to act under this Agreement and upon indicating its acceptance of this Section 2 . 04 in writing, delivered to the City and Anita within five (5) calendar days after the establishment of the escrow, shall carry out its duties as Escrow Agent hereunder. (c) Upon delivery by Anita to the Escrow Agent of the Easement Grant Deed pursuant to Section 2 . 08 of this Agreement, substantially in the form attached hereto as Attachment the the Escrow Agent shall record such Easement Grant Deed in accordance with these escrow instructions provided that title to the Easement can be vested in the City, in accordance with the terms and provisions of this Agreement. The Escrow Agent shall buy, fix and. cancel any transfer stamps required by law. (d) The City and Anita shall deliver to the Escrow Agent all documents necessary for the conveyance of the Easement to the City in conformity with, within the times, and in the manner provided in this Agreement. (e) The City shall pay into escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow KKR23535 -5- Rev. 1/13/93 Agent has notified the City of the amount of such fees, charges and costs: 1. One-half of the escrow fee. (f) Prior to close of escrow, Anita shall pay into escrow to the Escrow Agent the following fees, charges, and costs: 1. The costs necessary to place title to the Easement in the condition for conveyance required under the provisions of this Agreement; • 2 . One-half of the escrow fee; 3 . The cost of recording the Fifteen Year Easement Grant Deed; 4 . The cost of a standard ALTA title insurance policy insuring the City's interest in the City Lot in the amount of Three Million Dollars ($3, 000, 000.00) ; provided, however, any additional coverage and/or endorsements requested by the City shall be paid for by the City; 5. Notary fees. (g) Anita and SARE shall timely and properly execute, acknowledge and deposit into escrow the Fifteen Year Easement Grant Deed conveying the Easement to the City in accordance with the requirements of Section 2 . 04 and in the form required by Section 2.06 of this Agreement. (h) The Escrow Agent is authorized to: 1. Pay and charge the City and Anita for any fees, charges and costs payable under this Section 2 . 04 . Before the close of escrow, the Escrow Agent shall notify the City and Anita of the estimated costs of any and all the fees, charges and costs necessary to clear title and close the escrow; 2 . Disburse funds and deliver the Easement Grant Deed and other documents to the parties entitled thereto on the conditions of this escrow having to be fulfilled by the City ,and Anita. Such funds shall not be disbursed and delivered by the Escrow Agent to Anita unless and until the Escrow Agent has recorded all documents required to be recorded as conditions for the close of escrow, as set forth in Section 2 . 07 hereof, including, but not limited to, the Easement Grant Deed; 3 . Record the instruments delivered through the escrow if necessary or proper pursuant to the terms of this KKR23535 -6- Rev. 1/13/93 Agreement and otherwise to convey the Easement to the City in accordance with the terms and provisions of these escrow instruc- tions. The parties acknowledge and agree that development of the City Lot may be completed prior to the completion of the remaining Fashion Park Improvements. The City shall have no obligation to acquire the Easement, and the Escrow Agent shall not tender any portion of the Purchase Price to Anita, until such time as the City has issued a Certificate of Completion (as set forth in Section 3. 04) for the Fashion Park Improvements and at least 95% of ' the retail sales floor area (as determined by reference to building plans and specifications) of the Nordstrom store has been opened for business. Subject to force majeure, the foregoing condition precedent will be satisfied on or before September 30,1994. (i) The Purchase Price (as set forth in Section 2. 02) shall be deposited by the Escrow Agent in an insured account designated by the City with any state or national bank doing business in the State of California, in an interest-bearing account segregated from the Escrow Agent's other escrow funds. Prior to the close of escrow, all interest earned on the Purchase Price shall be credited to the City and shall be paid by the Escrow Agent to the City on a monthly basis. (j) Subject to the extensions of time permitted under this Agreement, if this escrow is not in a condition to close on or before the Final Opening Date (as defined and subject to the extension in Section 3 . 01(g) ) , either party who then shall have fully performed the acts to be performed before the conveyance may, in writing, as its sole remedy, demand the return of its money, papers or documents from the Escrow Agent and/or the termination of this Agreement, as applicable. No demand for return of such money, papers or documents shall be recognized until ten (10) calendar days after the Escrow Agent shall have mailed copies of such demand to the other party by certified mail at the address ofIits principal place of business as set forth in Section 1. 03 hereof. Objections, if any, shall be raised by written notice submitted to the Escrow Agent and to the other party within said ten (10) calendar day period, in which event the Escrow Agent is authorized to hold all money, papers and documents until further instructed by mutual agreement of the parties or, upon failure of the parties to agree, then by order or decree of a court of competent juris- diction. If no demands or objections are made, the escrow shall be closed as soon as possible after such ten (10) day period. (k) Unless otherwise required by this Agreement,the Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the City and Anita, or until the party entitled thereto has been determined by a final decision issued by a court of competent jurisdiction. (1) Any amendment to these escrow instructions shall be in writing and signed by both the City and Anita. At the time of KKR23535 —7— Rev. 1/13/93 execution of any amendment to these escrow instructions, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. (m) All communications from the Escrow Agent to the City or Anita shall be directed to the respective parties at the addresses set forth in Section 1. 03 . (n) The liability of the Escrow Agent under this Agree- ment is limited to performance of its obligations imposed upon it under Sections 2 . 04 through 2. 09, inclusive, of this Agreement. Section 2 . 05. Conveyance of Easement Title. Subject to (a) satisfaction or waiver of the conditions set forth in Section 2 . 07, hereof; and (b) any mutually agreed upon written extension of time or extensions otherwise authorized by this Agreement, conveyance to the City of title to the Easement in accordance with the provisions of this Section and Section 2 . 04 of this Agreement shall be completed on or prior to the Final Opening Date. The City and Anita agree to perform all reasonable acts necessary for conveyance of title to the Easement in sufficient time for title to be conveyed in accordance with the foregoing provisions. The City shall accept title to the Easement on the date established therefor in this Section 2 . 05, or such earlier date, provided that all conditions precedent to the City's obligation to accept title to the Easement have been fulfilled or waived in writing by the City. Escrow shall be deemed to be in a condition to close at such time as Anita can deliver and convey to the City title to the Easement, subject to satisfaction or written waiver of the conditions set forth in Section 2 . 07, and otherwise in accordance with the provisions of this Agreement. Section 2 . 06. Form of Easement Deed. Anita and SARE shall convey to the City title to the Easement by a Fifteen Year Easement Grant Deed substantially in the form attached hereto as Attachment 3 . Section 2 . 07. Conditions for Close of Escrow. (a) The City's obligation to purchase the Easement and close escrow shall be expressly conditioned upon satisfaction, or waiver by the City of the following conditions: 1. The deposit by Anita and SARE into escrow of the Fifteen Year Easement Grant Deed for conveyance of the Easement, substantially in the form and substance of Attachment 3, and the conveyance of the Easement to the City by such Fifteen Year Easement Grant Deed; KKR23535 -8- Rev. 1/13/93 2 . The deposit into escrow by Anita of all sums required to be deposited by it into the escrow pursuant to this Agreement; 3 . An environmental impact report ("EIR")I or mitigated negative declaration ("MND") (if necessary) or other environmental documents, including a related mitigation monitoring plan, applicable to the Fashion Park Improvements, as described in this Agreement, shall have been finalized and approved, any period of appeal therefrom shall have expired and any and all appeals applicable thereto shall have been satisfactorily concluded. Anita acknowledges that although a 1972 EIR was completed and approved for the original Fashion Park, the Fashion Park Improvements' may require supplemental environmental documents and appraisals and Anita agrees to comply with all necessary environmental approval proceedings and requirements; 4. Certificates of Completion shall have been issued for all the Fashion Park Improvements and at least 95% of 130,000 sq. ft. of retail sales floor area of the Nordstrom store shall have opened for business. 5. The acceptance by the City of the conditions or exceptions set forth in the ALTA title insurance policy to be provided pursuant to Section 2 . 04 (a) of this Agreement. Anita shall furnish, at its sole expense, a preliminary title report ("PTR") no later than one hundred twenty (120) days prior toi the scheduled opening of the Nordstrom store. The City shall have thirty (30) days from receipt of the PTR to review, accept, or reject any exceptions or conditions contained in the PTR which would be applicable to the City's acquisition of title to the Easement. In the event the City fails within said thirty (30) day period to reject, in writing, any such exceptions and conditions, which rejection may be made in the City's sole but reasonable discretion, the City shall be deemed to have accepted the PTR and the exceptions and conditions contained therein. If the City . timely rejects any such exception or condition which, in the exercise of the City's reasonable discretion would adversely and materially affect the City's right and title to the Easement, then Anita shall have 30 days or such longer period of time as may be reasonable under the circumstances, but not to exceed 120 days, to remove such exception or condition at its sole expense. If Anita fails to remove such exception or condition within such 301 day period, or such longer period of time as may be reasonable under the circumstances, but not to exceed 120 days, then the City as its sole remedy may terminate this Agreement and receive a refund of all of City's funds on deposit with the Escrow Agent. Anita and City shall each bear fifty percent (50%) of all costs associated with such termination, including, without limitation, escrow termination fees. In the event of termination pursuant to this subsection 5, Anita shall not be entitled to any offset, recovery or recoupment from the City (excepting therefrom Anita's rights under Section 6. 11 of this Agreement) for any of its expenses or KKR23535 -9- Rev. 1/13/93 costs associated with its performance under this Agreement. Notwithstanding the foregoing, Anita shall be entitled to a refund of those permit and other development fees, in the same amount and manner, as would be permitted by the City's Municipal Code without regard to this Agreement. i 6. Anita shall have provided to the City a copy of the lease amendment or memorandum of such lease amendment by which Anita has leased from SARE the Lot. 7. Anita shall have furnished to the City, in a form reasonably acceptable to the City, a binding letter! of commitment from an insurance carrier meeting the requirements of Section 3 . 01(d) , stating that such carrier will issue the Certificates of Insurance and endorsements required by Section 3 . 01(d) within five (5) business days after recordation of the Fifteen Year Easement Grant Deed. 8. The Phase I ESA (as defined in Section 2 . 14 of this Agreement) and the Phase II ESA, if applicable, have been accepted by the City and the other requirements of Section 2 .14 have been satisfied. (b) Anita's obligation to convey the Easement to the City and close escrow shall be expressly conditioned upon satisfaction or waiver by Anita of each of the following: 1. The City shall have deposited into escrow the Purchase Price and all other sums required to be deposited by ;the City into escrow pursuant to this Agreement. 2. The City shall have issued the Second Certificate of Completion (as per Section 3 . 04) for the Nordstrom store and the off-site improvements associated with the Nordstrom store. 3 . The Phase I ESA (defined in Section 2.14 of this Agreement) and the Phase II ESA, if applicable, have been accepted by Anita and the other requirements of Section 2 . 14 have been satisfied. Notwithstanding any provision herein to the contrary, inithe event that any condition precedent to the City's obligation to purchase the Easement, as set forth in this Section 2 . 07, is not satisfied or otherwise waived by the City, then the City, in its discretion, and subject to the satisfaction of all conditions precedent to Anita's obligation to convey the Easement as set forth in this Section 2. 07, may submit written notice to Anita and the Escrow Agent that the City waives or otherwise deems satisfied such conditions for the close of escrow, and thereupon escrow shall expeditiously and with due diligence proceed to close. KKR23535 —10— Rev. 1/13/93 Section 2 .08. Time and Place for Delivery of Documents to Escrow. Subject to any mutually agreed upon written extensions of time or any extensions otherwise authorized by this Agreement, the parties shall deposit with the Escrow Agent promptly at such time as such documents have been fully prepared and executed, but iri no event later than September 20, 1994, any and all documents which are required in order for escrow to close in accordance with Section 2.05 hereof. Section 2. 09. Taxes and Assessments. To the extent the City Lot is not exempt, ad valorem taxes and assessments, if any, on the City Lot levied, assessed or imposed shall be borne by Anita, both before and after conveyance of the Easement to the City; provided, however, any tax or assessment increases caused by a change in ownership triggered by actions of the City subsequent to City's acquisition of the Easement will be paid by the City or its assignee. Section 2 . 10 Zoning of Fashion Park Improvements and Environmental Approvals. Subject to all environmental review and approvals mandated by law, the City will process and consider a Zone Change Amendment and Text Change Amendment to the 1970 City of Arcadia Ordinance No. 1425 and Resolution Nos. 4180 and 4185, revising the building envelope and zoning ordinance text to permit the Fashion Park Improvements. Anita understands and acknowledges that the City's approval of any such Zoning Change Amendment or Text Change Amendment is wholly within the discretion of the City Council and that the City Council may or may not approve such changes, depending upon whether the City can make the findings necessary to support such changes. Anita shall apply for all necessary permits and pay all fees applicable to that portion of the Fashion Park Improvements which Anita is responsible for undertaking and completing hereunder, as provided in Section 3.01 herein. Anita shall apply for and conform to all applicable environmental requirements pursuant to the California Environmental Quality Act pertinent to that portion of development of the Fashion Park Improvements which Anita is responsible for undertaking and completing hereunder, in accordance with the Scope of Development on or before the close of escrow for conveyance of the Easement to the City. Section 2 . 11. Financing. Within ten (10) days of City's execution of this Agreement, Anita shall submit to the City's General Counsel a certified financial statement (or audit) for Anita, which statement or audit shall be held in confidence by City's General Counsel. Anita shall mark all statements and documents "Confidential and Proprietary" and the City shall treat these documents as privileged, confidential and not subject to disclosure pursuant to the California Public Records Act. Anita represents and warrants to the City that, in the event Anita secures financing for the development of the Fashion Park Improvements which Anita is responsible for undertaking and completing hereunder, such financing shall be obtained from KKR23535 -11- Rev. 1/13/93 reputable, recognized and well-established financial institutions or lending sources including, but not limited to, banks, savings and loan institutions, insurance companies, real estate investment trusts, pension programs and the like and limited partnerships having reputable partners. Section 2 . 12. City's Right to Drawings, Plans, Etc. If the City terminates this Agreement, either as a result of Anita's default hereunder or on its own right pursuant to the terms of this Agreement, then, subject to Anita's contracts with third parties, the City shall have the right within sixty (60) days after written request therefor to receive from Anita three (3) sets of all plans, drawings, schedules, blueprints, grading plans, surveys, reports, and all other like documents associated with Anita's development of the off-site improvements for the Fashion Park Improvements. City shall be entitled to receive these documents without the payment of any compensation whatsoever to Anita or Anita's employees, agents, consultants, contractors, attorneys, engineers, architects or others. The City shall be entitled to receive these documents whether they are in the possession of Anita, or Anita's employees, agents, consultants, contractors, attorneys, engineers, architects or others. Anita agrees to use reasonable and diligent efforts to include a provision concerning the City's right pursuant to this Section 2 . 12 in all contracts it enters into with any third parties concerning the development of the off-site improvements for the Fashion Park Improvements. Anita shall also furnish upon demand to the City three l (3) copies of all "as-built" drawings, plans, blueprints, surveys, reports and other like documents for the Fashion Park Improvements constructed by Anita, such as Food Court, new retail space connecting the existing Fashion Park to Nordstorm, entryways, and other new improvements as well as the off-site improvements for the Fashion Park Improvements within sixty (60) days after the issuance of a Certificate of Completion. Anita shall use reasonable and diligent efforts to cause Nordstrom to timely furnish three (3) sets of "as-built" drawings for the Nordstrom store and all associated on- and off-site improvements which are constructed by Nordstrom, if any. Section 2 . 13 . Easement/Control Over City Lot. (a) The Easement granted to the City pursuant to Section 2 . 01 shall be for a period of fifteen (15) years and shall grant to the City the exclusive right to use the City Lot exclusively for public parking purposes. For the purposes of 'the Easement and this Agreement, "public parking" shall mean parking which is fully accessible to all members of , the public at no charge, without limitation as to their purpose for parking on the City Lot or their destination, except for reasonable limitations that may be requested by Anita, subject to the written approval of KKR23535 -12- Rev. 1/13/93 the City, which approval will not be unreasonably withheld or delayed. The City Lot shall be regulated by and shall be subject to all City and California Vehicle Code parking regulations and', the City shall enforce the same upon the City Lot. ' (b) Anita and the City hereby agree and acknowledge that the Easement shall be subject and subordinate to that certain Construction, Operation and Reciprocal Easement Agreement dated as of January 25, 1974, as amended by Amendment No. 1 to Construction, Operation and Reciprocal Easement Agreement dated as of January119, 1978, Amendment No. 2 to Construction, Operation and Reciprocal Easement Agreement, dated as of August 16, 1989 and any further amendments thereto. The original Construction, Operation and Reciprocal Easement Agreement, Amendment No. 1, Amendment No. 2 and any further amendments thereto shall be hereinafter collectively referred to as the "REA" . Anita acknowledges and agrees that any further amendments to the REA, including Amendment No. 3 to Construction, Operation and Reciprocal Easement Agreement which:has been submitted to the City in draft form, which would adversely affect the City Lot or the public's use thereof shall be submitted to the City for its review and approval prior to finalization and execution, which approval shall not be unreasonably withheld or delayed. The City acknowledges that the rules and regulations respecting the use, maintenance and operation of the City Lot shall be as set forth in the REA. Section 2 . 14. Environmental Warranty. Anita hereby represents and warrants to the City that it will retain an environmental consultant to conduct a Phase I Environ- mental Site Assessment on the City Lot. Anita shall select a reputable, recognized consultant with sufficient expertise to perform a Phase I Environmental Site Assessment ("ESA") , as that term is commonly understood and accepted within the environmental consulting industry. Anita shall cause its consultant to indemnify the City in the same fashion and in the same amount as Anita! is indemnified by its consultant in the contract between Anita and the consultant for the Phase I ESA. As used herein, the term "environmental contamination" includes, without limitation, hazardous materials, hazardous waste or toxic contamination as those terms are defined by State and Federal law. In the event the Phase I ESA discloses possible environmental contamination upon the City Lot then, at its sole expense, Anita shall cause a Phase II ESA to be prepared. If the Phase II ESA discloses the presence of environmental contamination which exceed State and/or Federal action levels on the City Lot, then Anita if required by law shall immediately notify all cognizant governmental authorities having responsibility overjthe City Lot. Anita shall have the right, but not the obligation to assume full responsibility, at its sole expense, for the cleanup and KKR23535 -13- Rev. 1/13/93 remediation of any and all actionable levels of environmental contamination upon the City Lot. In the event that actionable levels of environmental contamination is discovered upon the City Lot then, in either Anita's or the City's sole and absolute discretion, the City or Anita may either (i) immediately terminate this Agreement and receive a refund of any funds placed into �the escrow by such party hereinabove described or (ii) agree to such extension of time, as the City or Anita deem reasonably necessary to allow Anita to perform and complete the cleanup and remediation of the environmental contamination on the City Lot; provided, however, that no extension of time to either remediate any actionable levels of contamination or complete the Fashion Park Improvements (or meet the Final Opening Date) shall be granted past November 15, 1996. Notwithstanding anything to the contrary, in the event Anita elects to remediate any actionable levels of environmental contamination, the City agrees to not terminate this Agreement pursuant to (i) above, and Anita shall provide to the City copies of all reports, test samples, information, documents and correspondence concerning Anita's cleanup and remediation of the environmental contamination on the City Lot. In the event that the City and Anita elect not to terminate this Agreement, then the City shall have no obligation to acquire the Easement, nor shall the Purchase Price be tendered to Anita, until such time as Anita has provided to the City's sole and absolute satisfaction such reasonable evidence as the City may deem necessary to demonstrate to the City that all actionable levels of environmental contamina- tion on the City Lot has been removed and remediated and such removal and remediation work has been accepted and approved by all cognizant state, federal and local regulatory authorities. Anita agrees to defend, hold harmless and indemnify the City from any and all claims, actions or proceedings (collectively, "claims") which may be brought against the City by any third party based upon the presence or alleged presence of environmental contamination on the City Lot. The foregoing obligation to defend, indemnify and hold the City harmless shall include, without limitation, fees, fines, taxes, penalties and costs imposed by; any cognizant state or federal agency charged with the responsibility of cleaning up any environmental contamination located uponithe City Lot. The foregoing obligation to defend, indemnify and hold harmless shall (i) also apply to any and all reasonable costs and expenses incurred by the City in defending itself against any such action or proceeding, including, without limitation, reasonable attorneys' fees both at trial and on appeal and (ii) not apply to any claims which arise from the City's, its agents' or employees' , negligence, wilful or criminal activity. Section 2 . 15. Waiver of Lease Rights by Anita/Subordination. Anita hereby acknowledges that it will be leasing the Lot from SARE and that the City Lot is contained within the Lot. During the term of the Easement, Anita hereby waives and relinquishes any and all rights of possession to the City Lot pursuant to the lease agreement for the Lot between Anita and SARE. Anita expressly KKR23535 -14- Rev. 1/13/93 acknowledges that the City shall have the exclusive rights to use the City Lot as set forth in this Agreement and Anita hereby subordinates its leasehold interest in the City Lot to the City's Easement interest. Notwithstanding anything in this Agreement to the contrary, Anita and the other parties to the REA, including their employees, agents and customers, shall have the nonexclusive right, at no charge, to utilize the City Lot for public parking as members of the public at large. KKR23535 -15- Rev. 1/13/93 ARTICLE III DEVELOPMENT OF THE FASHION PARK IMPROVEMENTS Section 3 . 01. Development by Anita. (a) Scope of Development. The Fashion Park Improvements shall be developed in accordance with the Scope of Development! the Conceptual Site Plan and the Concept Elevations set forth in Attachment 6. Furthermore, the use and development ofl the Fashion Park Improvements shall comply with the City's Zoning Ordinance including, but not limited to, parking, landscaping, setback, signage and height requirements, and with the City's Building Code and other building requirements. No action by the City with reference to this Agreement or related documents shall be deemed to constitute a waiver of any City parking, landscaping, signage, height or other requirements which are applicable tol the Fashion Park Improvements or Anita, any successor in interest or tenant of Anita or any tenant or successor in interest, except by modification or variance approved by the City consistent with this Agreement. 1 (b) Scope of Development, Conceptual Site Plan and Concept Elevations. The Scope of Development, Conceptual Site Plan and Concept Elevations set forth in Attachment 6 are hereby approved by the City upon its execution of this Agreement. The Fashion Park Improvements shall be developed and completed in conformance with the approved Scope of Development, Conceptual Site Plan and Concept Elevations and any and all other plans, specifica- tions and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and between Anita and the City. The City agrees to approve preliminary and final construction plans and preliminary and final landscaping plans, if consistent with the approved Scope of Development, Conceptual Site Plan and Concept Elevations as set forth in Attachment 6. The approval of the Scope of Development, Conceptual Site Plan and Concept Elevations by the City hereunder shall not be binding with respect to any approvals of the Fashion Park Improve- ments required by such other bodies. If any revisions of the Scope of Development, Conceptual Site Plan or Concept Elevations as approved by the City shall be required by another government official, agency, department or bureau having jurisdiction over the development of the Fashion Park Improvements, Anita and the City shall cooperate in efforts to obtain waivers or approvals of any such revisions which have been made by Anita and have thereafter been approved by the City. Notwithstanding any provision herein to the contrary, Anita understands and agrees that any and all conditions imposed upon the Fashion Park Improvements by the City pursuant to the City's design review procedures shall be deemed to be automatically incorporated into the Scope of Development, Concept and Site Plan and Concept Elevations set forth in Attach- ment 6 and into the terms and provisions of this Agreement. KKR23535 -16- Rev. 1/13/93 (c) Schedule of Performance. Anita shall use diligent and reasonable efforts to begin and complete or cause to be begun and completed all construction and development within the time specified in the Schedule of Performance (Attachment 5) , or within such reasonable extensions of such time as may be granted by the City or which are otherwise provided for in this Agreement. The Schedule of Performance shall be subject to revision from time to time as mutually agreed upon in writing by and between Anita and the City. The City acknowledges and agrees that the Schedule of Performance is for reference purposes only and that with the exception of the requirement that 95% of 130, 000 sq. ft. of the retail sales floor area be open for business by September 30, 1994 (subject to extensions of time as set forth in Section 3 . 01(g) ) , all dates within the Schedule of Performance are for informational purposes only. Anita shall not be deemed to be in default under this Agreement for failure to meet the dates set forth in the Schedule of Performance. Notwithstanding anything in this Agree- ment to the contrary, if the Fashion Park Improvements are not completed and Nordstrom is not open to the public, or if at Beast 95% of 130, 000 sq. ft. of the Nordstrom retail sales floor area is not open, on or before November 15, 1996, then the City and/or Anita, as their sole remedy, shall each have the right in their sole and absolute discretion to terminate this Agreement and receive all documents and funds deposited into escrow which are the property of such party. (d) Bodily Injury and Property Damage Insurance. Following the issuance of a Certificate of Completion for all of the Fashion Park Improvements, Anita shall maintain insurancelfor the City Lot for the term of the Easement described in Section 2 . 13 of this Agreement in accordance with the insurance requirements set forth in the REA. Anita shall provide Certificates of Insurance and endorsements naming the City as an additional insured within five (5) business days after recordation of the Fifteen Year Easement Grant Deed. The certificates and endorsements shall provide that the insurance may not be canceled or the limits of liability reduced unless the City receives written notice of cancellation or reduction at least thirty (30) calendar days prior to the effective date of cancellation. The certificate or actual copy thereof shall be forwarded to the City' s General Counsel with a copy to the City Clerk at least annually by December 31 of each year. Any and all insurance obtained by Anita hereunder shall be primary to any and all insurance which the City may otherwise carry, including self insurance, which for all purposes of this Agreement shall be separate and apart from the requirements of this Agreement. Any insurance policies governing the City Lot as obtained by the City shall not be transferred from the City to Anita. In the event that Anita fails to maintain insurance as required by the REA, the City shall mail to Anita a notice specifying such failure. If, within thirty (30) days following such notice, Anita has failed to provide the insurance as required KKR23535 -17- Rev. 1/13/93 by the REA, then Anita hereby authorizes the City to procure appropriate insurance policies on Anita' s behalf in compliance with the REA. Anita shall reimburse the City for the costs of such policies within ten (10) days after demand therefore by the City. Failure of Anita to reimburse the City as demanded shall constitute an event of default under the Fifteen Year Easement Grant Deed 'and the City may exercise any and all remedies available to it thereunder, in law or in equity, to remedy such default. (e) Antidiscrimination During Construction. Anita for itself and its successors and assigns agrees that in the construc- tion of that portion of the development of the Fashion Park Improvements (including on and off-site improvements) for which Anita is responsible for undertaking and completing, as provided for in this Agreement, neither Anita nor any agent or employee, of Anita will discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, creed, national origin, or ancestry. Anita will include such anti-discrimination terms in all of its contracts with its agents, consultants, contractors, and subcontractors; Anita shall not, however, be liable to the City for the failure of its agents, consultants, contractors, and subcontractors to abide by such anti-discrimination provisions. (f) Local, State, and Federal Laws. Anita shall carry out or cause to be carried out the construction of that portion of the Fashion Park Improvements on and off-site which Anita is responsible for undertaking and completing in conformity with, all applicable Federal and State laws. (g) Timing of Completion of Fashion Park Improvements. The City and Anita anticipate that the Fashion Park Improvements, including the construction of the Nordstrom store, shall be fully completed on or before August 30, 1994 (the "Final Construction Date" . ) In addition, 95% of the retail sales floor area of the Nordstrom store (i.e. , 123 , 500 sq. ft. ) shall be open for business not later than September 30, 1994 (the "Final Opening Date" . ) Upon the written request therefor by Anita, the City may extend the Final Opening Date beyond September 30, 1994 to a date up to and including November 1, 1995. Anita must demonstrate to the City reasonable cause for the requested extension of time. Reasonable cause shall be as determined in the City' s reasonable discretion and shall include extensions necessitated by acts of force majeure or other reasonable causes. For purposes of the extension up to and including November 1, 1995, the City agrees that so long as Anita is diligently and in good faith progressing towards completion of the Fashion Park Improvements, the City will automatically grant the extension up to and including November 1, 1995. However, the determination of good faith and diligent progress shall be determined in the reasonable discretion of the City. Additionally, upon the written request therefor by Anita, the City may extend the Final Opening Date beyond November 1, 1995, KKR23535 -18- Rev. 1/13/93 to a date up to and including November 15, 1996. Anita must demonstrate to the City that acts of force majeure pursuant to Section 6.05 are the reason for the requested extension of time past November 1, 1995. Acts of force majeure shall be as determined pursuant to Section 6. 05; provided, however, that acts of force majeure shall not include the inability of Anita or Nordstrom to complete their respective portions of the FashionlPark Improvements due to the inability of either Anita or Nordstrom to obtain financing for their respective portion of the Fashion iPark Improvements. The City may immediately terminate this Agreement if Nordstrom does not open by the Final Opening Date and Anita has failed to request a written extension of time pursuant to this subsection (g) . Notwithstanding anything in this Agreement to the contrary, no extension of the Final Opening Date, due to acts of force majeure or otherwise, shall be allowed beyond November 15, 1996; provided, however, the City in its sole, absolute, and arbitrary discretion, without any obligation whatsoever, may elect to grant such further extensions. In the event of termination pursuant to this subsection (g) , the City's sole and exclusive remedy shall be a refund of all the City's funds deposited with the Escrow Agent. Anita and the City shall bear 50% of all costs associated with the termination, including, without limitation, the payment of escrow termination fees. Anita shall not be entitled to any reimbursement, offset, deduction or recoupment from the City for any expenditures that it may have made in furtherance of its duties and obligations under this Agreement. In the event of termination pursuant to this subsection (g) , Anita shall not be entitled to any offset, recovery or recoupment from the City (excepting therefrom Anita's rights under Section 6. 11 of this Agreement) for any of its expenses or costs associated with its performance under this Agreement. Not- withstanding the foregoing, Anita shall be entitled to a refund of those permit and other development fees, in the same amount and manner, as would be permitted by the City's Municipal Code without regard to this Agreement. Section 3 . 02 . Responsibility of the City. The City shall exercise good faith in cooperating with Anita to cause timely completion of the Fashion Park Improvements by Anita, including off-site improvements, under this Agreement and in Nordstrom's construction of the Nordstrom store. Section 3 . 03. Taxes, Assessments, Encumbrances and Liens. Except for any changes in ownership triggered by City as set forth in Section 2. 09, Anita shall pay prior to delinquency all real property taxes, possessory interest taxes and any other tax assessment assessed and levied on or against the City Lot subse- quent to the close of escrow. Anita shall remove, or shall have removed, any tax levy or attachment made on the City Lot, or shall assure the satisfaction thereof within a reasonable time, but in KKR23535 -19- Rev. 1/13/93 any event prior to a tax foreclosure sale of the City Lot, or any portion thereof. Nothing herein contained shall be deemed to prohibit Anita from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to Anita in respect thereto. Section 3 . 04 . Certificate of Completion. The City shall, when all conditions for such issuance are satisfied, issue Itwo Certificates of Completion for the Fashion Park Improvements to be constructed pursuant to this Agreement. The first Certificate of Completion shall be issued following written request therefor by Anita and completion of construction of that portion of the Fashion Park Improvements for which Anita is responsible, i.e. , off-site improvements, City Lot and Lot, other than the Nordstrom store and retail space. The second Certificate of Completion shall be issued following written request therefor by Anita and completion of construction of the Nordstrom store, including the shell of the retail space to be constructed between the existing Fashion park and Nordstrom store. Issuance of the second Certificate of Comple- tion shall be a condition precedent to the Escrow Agent's delivery of the Purchase Price and the obligation of the City to accept the Easement. The City shall furnish the Certificates of Completion substantially in the form set forth in Attachment 4. Notwith- standing any provision set forth herein to the contrary, Anita shall not be entitled to either a first or second Certificate of Completion unless at the time of request for such Certificate of Completion, all parking, landscaping improvements then constructed on or off the Fashion Park are adequate to meet the City and other governmental requirements applicable to either the issuance of the first or second Certificate of Completion for the Fashion Park Improvements. Upon the opening of 95% of 130, 000 sq. ft. of the retail sales floor area of the Nordstrom store, Anita shall make written demand upon the City for the second Certificate of Completion. The City will use reasonably diligent efforts to verify that all conditions precedent to the issuance of the second Certificate of Completion have been satisfied as soon as reasonably possible after Anita's request; provided, however, that in no event shall the City Piave more than thirty (30) days to either approve or reject (stating specific reasons therefore in writing) , pursuant to this Section 3 . 04, Anita's request for a second Certificate of Completion. Both the first or second Certificate of Completion shall be deemed to be, and shall state that it is, a conclusive determin- ation of satisfactory completion of all the improvements required to be completed which are applicable either to the first Certificate of Completion or the second Certificate of Completion and of full compliance by Anita with the terms of this Agreement. The Certificates of Completion shall be in such form as to permit them to be recorded in the Recorder's Office of Los Angeles County. KKR23535 -20- Rev. 1/13/93 If the City refuses or fails to furnish a Certificate of Completion after written request from Anita, the City shall provide to Anita a written statement setting forth the reasons with respect to the City's refusal or failure to furnish a Certificate of Completion. The statement shall also contain the City's opinion of the action Anita must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to Anita, the City will issue its Certificate of Completion upon the posting of a bond or irrevocable Letters of Credit, reasonably approved as to form and substance by the City's General Counsel and obtained by Anita in an amount representing the fair value of the work not yet completed, as reasonably determined by the City. If the City shall have failed to provide such written statement within the 30 day period referenced above, Anita shall be deemed conclusively and without further action of the City to have satisfied the require- ments of this Agreement as if a Certificate of Completion had been issued therefor. A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Anita to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements described herein, or any part thereof. A Certificate of Completion shall not be deemed to constitute a notice of completion as referred to in Section 3093 of the California Civil Code. Section 3 . 05. Additional Development Responsibilities of Developer. In the course of constructing the Fashion Park Improvements and completing on-site and off-site improvements, Anita shall take all reasonable and necessary actions to assure that public access and vehicular circulation around the Fashion Park, the Arboretum and the Santa Anita Race Track are Inot materially impeded or materially interrupted, to the extent reasonably possible. With respect to the Arboretum and the Santa Anita Race Track, Anita's foregoing obligation shall arise only during periods of special events where an unusual amount of either vehicular or pedestrian traffic is expected. Anita warrants and agrees that should a mechanic's lien or other lien be placed upon the City Lot following the conveyance of the Easement to the City, Anita shall immediately pay such lien or provide the appropriate bonds or other sureties to protect the City's interest in the City Lot; provided, however, this paragraph shall not be applicable to any such lien which arises from the activities of the City, its agents or employees. Anita shall indemnify, defend and hold harmless the City against any action filed to foreclose any mechanic's or other lien against the pity Lot. In the event that Anita fails to meet its obligations pursuant to this paragraph, then the City may take any and all steps, after 30 days notice to Anita and Anita's failure to correct the default, which it deems reasonably necessary to protect, the KKR23535 —21— Rev. 1/13/93 City's interest in the City Lot, including the payment of any lien filed against the City Lot. If the City is so required to act, Anita shall reimburse the City for all costs associated with the payment of such lien, including, without limitation, all actual costs required to be paid to release the lien, reasonable administrative costs, legal costs, and interest. KKR23535 -22- Rev. 1/13/93 ARTICLE IV USE OF THE CITY LOT Section 4 . 01. Maintenance of the City Lot. During the term of the Easement, Anita covenants and agrees for itself, its successors, its assigns, and every successor in interest to the City Lot, that Anita, such successors and such assigns, shall at no cost to the City maintain in good condition the City Lot (which are required to be undertaken and completed by Anita pursuant to this Agreement) , shall keep the City Lot free from any accumulation of debris or waste material, subject to normal construction job site conditions, and shall maintain (in accordance with the provisions of the REA) in a neat, orderly, healthy and good condition the landscaping planted on the City Lot in accordance with the applicable development plans for the City Lot in accordance with the Scope of Development, Conceptual Site Plan and Concept Elevations (Attachment 6) and approved building plans. Section 4 . 02 . Obligation to Refrain from Discrimination. During the term of the Easement, Anita covenants and agrees for itself, its successors, its assigns and every successor in interest to the City Lot which are required to be undertaken and completed by Anita pursuant to this Agreement, or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoy- ment of the City Lot; nor, during the term of the Easement, shall Anita, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the City Lot. KKR23535 -23- Rev. 1/13/93 ARTICLE V DEFAULTS, REMEDIES AND TERMINATION Section 5. 01. Defaults - General. Subject to the extensions of time set forth in Section 6. 05 hereof, failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided, however, that if a party otherwise in default cures, corrects or relieves such default within thirty (30) calendar days (or a longer period if such default cannot be cured within thirty (30) calendar days and the defaulting party is diligently proceeding to cure the same) after receipt of written notice specifying such default, then such party shall not be deemed to be in default hereunder. Notwithstanding the foregoing, no extension of time, for any reason whatsoever, past November 15, 1996, shall be allowed to cure any default pertaining to construction of1the Fashion Park Improvements, including the Nordstrom store. The injured party shall give written notice of default to the party in default, specifying the default complained of by the non-defaulting party. Delay in giving or failure to give such notice shall not constitute a waiver of any default nor shall it change the time of default. Any failure or delays by either party in asserting any ofjits rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. Section 5. 02. Legal Actions. (a) Institution of Legal Actions. Except for a brlach of the operating covenant set forth in Section 5. 06 of this Agreement, in addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy lany default, to recover damages for any default, or to obtain any other remedy consistent with the purposes of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, or in any other appropriate court in that County, or in the Federal District Court for the Central District of California in Los Angeles, California. (b) Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. (c) Acceptance of Service of Process. In the event that any legal action is commenced by Anita against the City, service of process on the City shall be made in such manner as may be provided by law. KKR23535 —24— Rev. 1/13/93 In the event that any legal action is commenced by the City against Anita, service of process on Anita shall be made in such manner as may be provided by law. Section 5. 03 . Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it at the same or different times, of any other rights or remedies for the same default or any other default by the other party. i Section 5. 04. Damages. Notwithstanding anything else in this Agreement to the contrary, the City acknowledges and agrees that . its sole and exclusive remedy in the event of a breach by Anita of this Agreement prior to the conveyance of the Easement to the City shall be the ability to terminate this Agreement and receive a refund of all sums paid by the City into escrow. Subject to the notice and cure provision set forth in Section 5. 01, following conveyance of the Easement to the City, and except for a breach of the operating covenant set forth in Section 5. 06 and other than with respect to any default concerning payment of funds, deposits or bonds, the defaulting party shall be liable to the other party for all the actual and proximate damages caused by the defaulting party's default. Upon default by Anita or the City, after the conveyance of the Easement (excepting the City's exclusive remedy pursuant to Section 5. 06) , the City or Anita may exercise, in their reasonable discretion, any legal or equitable remedies available to them under statute, common law or this Agreement. These remedies include, but are not limited to, a lawsuit for damages and/or specific performance. Section 5. 05. Remedies and Rights of Termination. (a) Termination by City. The City may, in its reasonable discretion, terminate this Agreement if Anita does not tender conveyance of title to the Easement to City or if Anita does not complete the Fashion Park Improvements, or any portion of them, in the manner and condition and by the Final Opening Date provided in this Agreement (or any and all extensions thereof as authorized by this Agreemert) ; provided, however, that in no event shall an extension of time past November 15, 1996 be allowed to cure any default pertaining to construction of the Fashion Park Improvements, including the Nordstrom store. Subject to written notice of default which shall specify Anita's default and the action required to cure same and upon thirty (30) calendar days notice to Anita of the City' s intent to terminate this Agreement pursuant to this Section 5. 05 , the City at its option may terminate this Agreement if Anita is in breach of this Agreement (except as permitted by Section 1. 04 of this KKR23535 -25- Rev. 1/13/93 Agreement) assigns or attempts to assign this Agreement, or any right therein, and Anita does not correct such violation within thirty (30) calendar days from the date of receipt of such notice or such longer period of time so long as Anita is diligently proceeding to cure the violation. Section 5. 06. Operating Covenant and Remedies Upon Breach. (a) Anita hereby represents that Nordstrom, pursuant to Amendment No. 3 to the Construction, Operation and Reciprocal Ease- ment Agreement, will agree that a Nordstrom store will be con- structed as part of the Fashion Park and will remain open , and operate at least 100, 000 square feet of retail sales floor area ("Minimum Floor Area") for a period of ten (10) years following the date on which the Nordstrom store first opens for business. As used herein, the term "open for business" means when 95% of the retail sales floor area of not less than 130, 000. square feet is opened to the public. Anita shall include appropriate covenants and conditions in any agreement which it enters into with Nordstrom pertaining to this ten-year operating covenant; provided, howe'ier, the City hereby acknowledges that pursuant to Amendment No. 3 to the Construction, Operation and Reciprocal Easement Agreement, Nordstrom will have certain termination rights to cease its opera- tion if certain events occur during said ten (10) year period. Not- withstanding the foregoing, if Nordstrom subsequently closes or publicly announces its intent to close its Fashion Park store for any reason whatsoever prior to such ten-year term, or if Nordstrom does not operate the Minimum Floor Area, then Anita shall, within nine (9) months following the closure or reduction below the Minimum Floor Area of the Nordstrom store, demonstrate to the City's sole satisfaction that Anita has obtained a replacement for the Nordstrom store that is acceptable to the City and that such replacement will be open for business within eighteen months following the closure or reduction below the Minimum Floor Area of the Nordstrom store. As a condition precedent to the City's consideration, Anita shall provide to the City an executed lease agreement or customary letter of commitment from an acceptable replacement store, the acceptability of which shall be inIthe City's reasonable discretion. Anita agrees to use reasonable and diligent efforts to obtain a replacement high-end fashion retail department store, closely equivalent to Nordstrom in terms of repu- tation and image, generating a comparable annual amount of sales dollars as the Nordstrom store being replaced. Notwithstanding the foregoing, if, despite its reasonable and diligent efforts, Anita is unable to obtain a high-end fashion retail department store generating a comparable annual amount of sales dollars, then, at a minimum, Anita shall obtain a replacement high-end fashion retail department store closely equivalent to Nordstrom in terms of repu- tation and image. a In the event that Nordstrom begins to operate less than the Minimum Floor Area, then as an alternative to obtaining a replacement store, Anita may negotiate with Nordstrom to cause KKR23535 -26- Rev. 1/13/93 Nordstrom to once again open and operate the Minimum Floor Area. Anita shall have a period of nine (9) months following the date on which Nordstrom first begins to operate less than the Minimum Floor Area to cause Nordstrom to once again open and operate the Minimum Floor Area. If Anita is unable to cause Nordstrom to once again open and operate the Minimum Floor Area within this nine (9) month period, then the City shall be entitled to receive the sum set forth in subsection (b) below, subject to all the terms and conditions set forth in subsection (b) . (b) If a satisfactory replacement store is not obtained within the nine (9) months following the closure or reduction below the Minimum Floor Area of the Nordstrom store, or if the replacement store is not open for business within eighteen (18) months following the closure or reduction below the Minimum Floor Area of the Nordstrom store, then Anita shall pay to the City the sum of the following: (i) The amount represented by the formula: "X"/120 x $3, 000, 000, where "X" equals the number of months remaining between the date that the Nordstrom store closes or begins to operate less than the Minimum Floor Area and the date which is ten (10) years after the date the . Nordstrom store opens for business. (ii) 7% simple interest on the amount determined pursuant to subparagraph (i) above, paid monthly from the date that Nordstrom closes or begins to operate less than the Minimum Floor Area to the date the balance owed per subparagraph(i) above is paid. Said pro rated repayment shall be due in full upon expiration of the nine (9) or eighteen (18) months (as applicable) , following written demand therefor from the City. Alternately, at its election, Anita may pay the amount described in this subsectionl (b) over a period of years. Such payments must be made by June 1 of each year following the closure or reduction below the Minimum Floor Area of the Nordstrom store and must be made in equal amounts such that repayment of the full amount will occur on or beforelthe date which is ten (10) years following the initial date thatIthe Nordstrom store opens for business. Notwithstanding any other term contained in this Agreement or the Easement Grant Deed, the Easement shall automatically terminate upon payment in full toithe City of the sum established in this subsection (b) . (c) Anita shall be entitled to exercise its right to obtain a replacement for the Nordstrom store only once. In !the event that the successor to the Nordstrom store closes prior to the term of the operating covenant set forth in subsection (a) above, KKR23535 -27- Rev. 1/13/93 then Anita shall have no further right to find another replacement store and the City shall be entitled to the pro rata refund as set forth in subsection (b) . The ten (10) year operating covenant established by subsection (a) shall be extended for the number of months (not to exceed eighteen (18) between the closure or reduction below the Minimum Floor Area of the Nordstrom store and the time that the replacement store is open for business. (d) The payment of the amount set forth in sub section (b) shall be the sole and exclusive remedy of the City for a breach of the operating covenant described in subsection (a) . Section 5. 07. Termination of Covenants Upon Expiration of Easement. Upon the expiration or earlier termination of the term of the Easement, all covenants and obligations .of Anita under this Agreement and under the Fifteen Year Easement Grant Deed shall cease and terminate. ' I KKR23535 -28- Rev. 1/13/93 ARTICLE VI GENERAL PROVISIONS Section 6. 01. Notices, Demands and Communications Between the Parties. Any and all notices, demands or communications submitted by any party to another party pursuant to or as required by this Agreement shall be proper if in writing and dispatched by messenger for immediate personal delivery, or by registered or certified United States mail postage prepaid, return receipt requested to the principal office of the City and Anita, as applicable,' as designated in Section 1.03 hereof. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate as provided in this Section 6.01. Any such notice, demand or communi- cation shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender on the date set forth on such return receipt, on the day that it is dispatched by messenger for immediate personal delivery, or two (2) calendar days after it is placed in the United States mail as heretofore provided. In addition to the submission of notices, demands or communications to the parties as set forth above, copies of all notices to any party shall also be sent to: To Anita: The Hahn Company 4350 La Jolla Village Drive Suite 700 San Diego, CA 92122-1233 (619) 546-1001 Attn: Legal Department Santa Anita Fashion Park i To the City: City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 (818) 574-5408 Attn: City Manager With Copy To: Stephen P. Deitsch, Esq. Best, Best & Krieger . 800 N. Haven Ave. , Suite 120 Ontario, CA 91763 (909) 989-8584 To SARE: Santa Anita Realty Enterprises, Inc. 333 City Boulevard West, Suite 2100 Orange, CA 92668 (714) 634-7575 Attn: Glenn Carpenter KKR23535 -29- Rev. 1/13/93 Section 6. 02 . Conflict of Interest. No member, official or employee of the City having any conflict of interest, direct or indirect, related to this Agreement and the development of the Fashion Park Improvements shall participate in any decision relating to this Agreement. The parties represent and warrant that they do not have actual knowledge of any such conflict of interest. Section 6. 03 . Warranty Against Payment of Consideration for Agreement. Anita warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section 6.03, shall not include persons to whom fees are paid for professional services if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by Anita. Anita and the City acknowledge that Anita has paid the City Ten Thousand Dollars ($10, 000. 00) for purposes of partially reimbursing the City for its legal and consultant's fees in negotiating this Agreement. Section 6. 04 . Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to Anita, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to Anita or to its successor, or on any obligations under the terms of this Agreement, except for gross negligence or wilful/ criminal acts of such member, officer or employee. Section 6. 05. Enforced Delay; Force Majeure; Extensio of Time of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy or third parties; epidemics; quarantine restrictions; freight embargoes or lack of transportation; weather-caused delays; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of the other party other than as permitted or required by the terms of this Agreement; acts or failure to act of any public or governmental agency or entity other than where such acts or failure to act are expressly permitted or required by the terms of this Agreement (except that action or failure to act by the City shall not extend the time for the City to act unless such action or failure to act is the result of a lawsuit or injunction including by way of illustration, but not limited to, lawsuits pertaining to the adoption of this Agreement, environmental documentation and procedures, eminent domain, and the like) ; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Except as otherwise provided by this Agreement, any extension of time for any such cause hereunder shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) calendar days of the commence- KKR23535 -30- Rev. 1/13/93 ment of the cause. Times of performance under this Agreement may also be extended by mutual agreement in writing by and between the City and Anita. Section 6. 06. Approvals. (a) Approvals required of the City or Anita, or any officers, agents or employees of either the City or Anita, shall not be unreasonably withheld and approval or disapproval shall be given within a reasonable time. (b) The City Manager or his or her designee, is authorized to sign on his own authority and on behalf of the City amendments to this Agreement which are of a routine or technibal nature, including minor adjustments to the Schedule of Performance. Section 6. 07. Real Estate Commissions. Neither the City nor Anita shall be liable for any real estate commissions, brokerage fees or finder fees which may arise from or are related to this Agreement and which are incurred, or result from agreements to pay such commissions or fees entered into by, the other party. Section 6. 08. Indemnification. Anita agrees to indemnify and hold the City and SARE, and their respective officers, employees, agents and contractors harmless from and against all third party claims (and for purposes of SARE, any claims made by the City) for damages, judgments, costs, expenses and fees arising from or related to any act or omission of Anita, its respective officers, employees, agents or contractors, which arise from Anita's performing its obligations hereunder or under the Fifteen Year Easement Grant Deed. Section 6. 09. Attorneys' Fees. If any party hereto files any action or brings any action or proceeding against the other arising out of this Agreement or is made a party to any action or pro- ceeding brought by the Escrow Agent, then as between Anita and the City, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorney's fees as fixed by the Court in such action or proceeding or in a separate action or proceeding brought to recover such attorney's fees. Section 6. 10. Incorporation of Attachments. The following Attachments are attached to and incorporated to this Agreement, and such Attachments, as applicable, are incorporated by reference in their entirety wherever reference is made in this Agreement tolany such Attachment, as applicable: Attachments la Legal Description of Adjoining Property; lb Location Map of Adjoining Property; KKR23535 —31— Rev. 1/13/93 2a Legal Description of City Lot; 2b Location Map of City Lot; 3 Fifteen Year Easement Grant Deed; 4 Certificate of Completion; 5. Schedule of Performance; 6. Scope of Development/Site Plans; and 7. Legal Description of Fire Station Parcel. Section 6. 11. Fire Station Parcel Acquisition. Anita and the City acknowledge and agree that City is contemporanetously negotiating for the City's acquisition of certain real property ("Fire Station Parcel") adjacent to the Fashion Park. A (legal description of the Fire Station Parcel is attached hereto as Attachment "7." The purpose of the City's acquisition of the Fire Station Parcel is to provide for the development and construction of a new fire station to replace the existing station at this location. The parties acknowledge and agree that the City's acquisition of the Fire Station Parcel is part of the consideration furnished to the City under this Agreement. Anita and the City acknowledge and agree that several parties, including Anita, claim an interest in the Fire Station Parcel. Anita agrees to execute a quitclaim deed conveying any interest it may have in the Fire Station Parcel and agrees to use reasonable and diligent efforts to get all others claiming an interest in the Fire Station Parcel to likewise execute any and all documents necessary to release their interest in the Fire Station Parcel. However, in the event that the other parties claiming an interest in the Fire Station Parcel do not agree to release their interests, Anita agrees to reimburse the City for one-half of the third party costs and expenses associated with the City's acquisition of those adverse interests such that the City can obtain clear title too the Fire Station Parcel; provided, however, that in no event shall Anita's payment to the City hereunder exceed the sum of Twenty-Five Thousand Dollars ($25, 000. ) Anita agrees to reimburse the City for one-half of such third party costs and expenses associated with such acquisition of those adverse interests, including, without limitation, the amount of compensation (if any) paid by the City to the holders of those interests if the City elects to acquire those interests by the exercise of its power of eminent domain, attorneys fees, administrative costs, and all such other costs and expenses which are related to the City's acquisition of clear title to the Fire Station Parcel; provided, however, that in no event shall Anita's reimbursement to the City hereunder exceed the slim of Twenty-Five Thousand Dollars ($25,000. ) Notwithstanding anything to the contrary contained herein, in the event this Agreement is terminated by the City, the City shall, within thirty (30) business KKR23535 -32- Rev. 1/13/93 days thereof, remit to Anita any payments made by Anita to the.City under this Section 6. 11. 1 • 1 1 1 KKR23535 -33- Rev. 1/13/93 ARTICLE VII ENTIRE AGREEMENT, WAIVERS AND AMENDMENT Section 7. 01. Entire Agreement. This Agreement shall be executed in three duplicate originals, each of which is deemed to be an original. This Agreement includes thirty six (36) pages and nine (9) Attachments which constitute the entire understanding and Agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the Fashion Park Improvements and the development thereof and the conveyance of the Easement. All waivers of the provisions of this Agreement and all amendments hereto must be in writing and signed by the appropriate authorities of the City and Anita. Notwithstanding anything to the contrary, upon the recordation of the Fifteen Year Easement Grant Deed, this Agreement shall automatically terminate and be of no further force and effect. KKR23535 -34- Rev. 1/13/93 ARTICLE VIII TIME FOR ACCEPTANCE OF AGREEMENT BY CITY Section 8. 01. Execution. This Agreement shall first be executed by Anita and then promptly delivered to the City no later than January 18, 1993 . This Agreement must thereafter be approved, executed and delivered by the City to Anita within sixty (60) calendar days after the date of receipt of the executed copy of this Agreement by the City. In the event that the City has not approved, executed and delivered the Agreement within the foregoing period, then this Agreement shall be deemed to be of no further force or effect unless the time for such approval, execution and delivery is extended by written notice from Anita to the City. The parties further agree that this Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one instrument. The date of this Agreement shall be January 19, 1993 . IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the dates set forth below. APPROVED AS TO FORM: APPROVED AS TO FORM: 1 en icit H 0-6‘4C,4 Michael H. Miller Best, Best & Krieger City General Counsel City Special Counsel CITY OF A'eA Date: --1141) ?V773 By: fialle✓� im�� 11( %or the ity of Adia ATTEST: C. Clerk (SEAL) KKR23535 -35- Rev. 1/13/93 • • • ANITA ASSOCIATES, a California Limited Partnership • Dated: /- / 3 -93 By: Hahn-UPI, a California Limited Partnership Its: General Partner • o�t :y: ERNEST W. HAHN, INC. , it' a California corporation dba "The Hahn Company" as general partner • J By: ///% ' ame: _ iol % Title: ,5mmiir By: Name: .1 1.. 1 11-4 i • I Titl : i'S'G�1.�i: /�►. I • SARE is signing this Agreement - only for the purposes of acknowledging the existence of its terms and to agree to execute the Fifteen Year Easement Grant Deed and for no other purpose whatsoever and SARE's execution of this Agreement and the Fifteen Year Easement Grant Deed is explicitly made subject to all of the terms and conditions of the Agreement, including, but not limited to, Sections 2. 01 and 6.08 hereof. SANTA ANITA REALTY ENTERPRISES, INC_. , a Delaware corporation Dated: January 15, 1993 By: .....1.01% President and Its• ' -f x-cutive officer By: /!�. 4Q}.AAs' Vice President-Finance and Its: Chief Financial Officer 1 • • • • • KKR23535 -36- Rev. 1/11/93 • . ATTACHMENT la (Legal Description of Adjoining Property) ALL 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 LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF PARCEL 4 OF PARCEL MAP 6374, AS PER MAP RECORDED IN BOOK 89, PAGE 77 OF PARCEL MAPS, SAID CORNER ALSO LYING ON THE NORTHERLY RIGHT-OF-WAY LINE OF HUNTINGTON DRIVE, 195. 00 FEET IN WIDTH; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL 4 OF PARCEL MAP 6374, NORTH 03° 53 ' 00" EAST, 150. 00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTHERLY ALONG SAID EASTERLY LINE, NORTH 03° 53 ' 00" EAST, 325. 68 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 1200. 00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 15° 31 ' 48" , AN ARC DISTANCE OF 325.26 FEET TO A TANGENT LINE; THENCE NORTH 19° 24 ' , 48" EAST, 534.43 FEET ALONG THE EASTERLY LINE OF SAID PARCEL 4 ' AND EASTERLY LINE OF PARCEL 3 OF SAID PARCEL MAP 6374, TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 350. 00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 71° 22 ' 48" , AN ARC DISTANCE OF 436. 04 FEET TO A TANGENT LINE; THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 3 , NORTH 51° 58 ' 00" WEST 106. 76 FEET; THENCE LEAVING SAID EASTERLY LINE OF PARCEL 3 OF PARCEL MAP 6374, SOUTH 78° 34 ' 00" EAST, 429.85 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 25. 00 FEET; THENCE EASTERLY AND SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90° 00 ' 00" , AN ARC DISTANCE OF 39 .27 FEET TO A TANGENT LINE; THENCE SOUTH 11° 26 ' 00" WEST, 1511.97 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTH- WESTERLY, HAVING A RADIUS OF 25. 00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 82° 26 ' 00" , AN ARC DISTANCE OF 35.97 FEET TO A TANGENT LINE; THENCE NORTH 86° 08 ' 00" WEST, 181.99 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 8. 195 ACRES MORE OR LESS. Att. 1-1 KKR23535 Rev. 1/13/93 PROPOSED MODIFICATIONS IN LAND USE — — tam �,�. _•1_�r � � `J' �' 4,r� 11r/ns.i ,1"WI:, ,` I_ _ r ,7���000"'""...(;.` L" Q («u�au(ay��¢q, /� c� !O l'i �tlC� .,y{ e� p�- ': 'S,-' r� \ : .CO.: ■L2r T l� V'`4�I^�2y':vv ;1�1:''��Fft,., 'tFS..?':_��` v O I i t' , r J'/ / ‘• +�i .i _ .UPPR LEV EL PAAxINe jr'0��; yr�` I � Y-------A ti'. ir`% `^, . TO DT.E TO�WERED it '. ' 7 ' I O : �/ %. Q o L� el a m G Lo.EA Lna•P, I 1 1 1 U7 ••::: ':!tin.. ..6`.s - I --— / I ... ,7...v:41!!r •d•!,`G a—eD-v Q i I 1 I i A //. '� Q 1 WA. NEW r:, t:: dip • B fl Low&Mil PAeWO ,..,1 • L-�i:i iNORD9TROY.=ij J. { ", O ...� d�'I T 6 O . cep c�.a4 ill. . . -rz�= $r' . 'Q fl i i • p 1 0+.. i '� 3 °® D ; '� o1g II I I '•1d�� '► ({ e © fl y^- .;_ ' cb 0 6 . . 'c� c\i cam'r alligabli �,1 e `� © � - _�� w_ IMF , —�y�'j�: imam. tam —I f'srao — c' (�• t-I a c. o -, 9^'•"�� 4�r ��• IgI . eUPPE1 IVCL PAW{G Q ), „^ , i _-----_—__i..�� sir"/uPPtA u REDEYI6ED _ PT t,�'B' t l'•Ny � T •I.C.PLNNiY ' LEZNO AREA 1- - °' s L'y Ai \` O r1 N ■xvat PLgT `� — REDEYISED FOOD r.�u+. � Jv r� f1' 1 . G y u1uL nalcs -- ,_.----r.. wu'._• - ?'COURT TENANT REA Q ®`fl N. 's: y —' I m Arees oI the mall to be expanded N' ! O .. GJ • ['s ` ;;.:; and/or remodeled __ ., �� •I 7 " :,,1 Parkin lot to he excavated to provide low tr F'' ■ A i 9a' �■• [• =%r =" level aocese to the now Nordstrom store rt. MJ ROBINSON'S tr. . ,1_y. O LaY7L UAL iAeuq I p 1 : Mplt s q _ , Rece track parking arse to be leased to the H I I B I I 1 m _ — —° t ., . :ri::r:cr ', mNl for adtled parking I I "CZ.: c�� `U a •PAM c1 G c� CO I O T 4'4 `i 1. . :. giti ':? . •' I I 1 ' Ir..d P�uvw I b.i �i I r1 O ROBINBON9r,c I (((ppp i ,©oip:C5% 10 O I I I `:r. ...41991.1. I I ry I. F-Togifoid 1 , ,....::..,,,, :--'� �l Q�.••••:;.i.!O � T1A - 'oOir . I i o c�, /try ; © 'fir ? (� p b S•(P� t LI ) } 1 'C NEW PUBLIC PARKING.q ''-, N,..„,...x. 'R F .6 1..:;.0._...0. ��. .® NEW CENTER PARKING, c - ! �i `. ,,, .:::;6,-....:.:. .,L:.: :::,.. ...:,:;::e5 SOURCE THE JERDE I c - e9 c2 Ca Cy ?`� c . ? f r b :v b- am sv =•t Y f PARTNERSHIP,INC. . . f 4''CENTER Santa Anita Fashion Park Mall Expansion Initial Study Figure 8 PALLER—ROBERTS ENGINEERING, INC . 5701 SLAUSON AVENUE, SUITE 208 CULVER CITY. CALIFORIA 902390 PHONE 1 (310) 641-1853 P A R C E L M A P I N O . 6 3 7 4 4•• r...200' SCALE ' B K . 89 PG . 77 P . M . . P A R C E L 2 P A R C E L 3 P A R C E L 4 NORTHERLY RIGHT-OF- WAY N 51•5e 00•V tto• LINE OF HUNT I NGTON DRIVE 106.76' ?' _ H E'LY BOUNDARY OF PARCEL n MAP NO. 6374 D■ 15.31•48• of W 2 475.68' Z il N 03.53'00• E R. 1200.00' L. 325.26• ob• ° X5.68' S3�.43. �'` m ° 1'-] 150.00' N 19'24,4e. r R. 350'0 Z.�0 : n • `TRUE POINT OF BEGINNING , 1%•Z m tr' I m m RACE TRACK PARCEL N 0 o A ■- Immix 8. 195 acres A - 90'0010O R - 25.00' R - 25.00' T - 35.97'. • T RAC T N ❑ . 9 4 9 - 39.27' 1511.97' T ■ 25.00' ,l es• ins. S 11'26'00' Y T SE'LY COR. PARCEL 4 L ❑ T 5 0 PARCEL MAP N0. 6374 in RACE, TRACK PARCE_L_ ) SANTA ANITA FASHION PARK ARCADIA CALIFORNIA rut . r.\DUG\,M'1B4\I -TAKE RfV NftV IA 1447 ATTACHMENT 2a (Legal Description of City Lot) ALL THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 6374, AS PER MAP RECORDED IN BOOK 89 PAGE 77 OF PARCEL MAPS, AND ALL 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 LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID PARCEL 4, SAID CORNER ALSO LYING ON THE NORTHERLY RIGHT-OF-WAY LINE OF HUNTINGTON DRIVE, 195. 00 FEET IN WIDTH; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL 4, NORTH 03° 53 ' 00" EAST, 150. 00 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EASTERLY LINE, NORTH 86° 08 ' 00" WEST, 31. 00 FEET; THENCE NORTH 03° 53 ' 00" EAST, 31. 37 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 400.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 14° 56 ' 08", AN ARC DISTANCE OF 104.27 FEET TO THE BEGINNING POINT OF A COMPOUND CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 203.50 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 71° 10 ' 51" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 18° 05 ' 58", AN ARC DISTANCE OF 64 .28 FEET TO THE BEGINNING POINT OF A COMPOUND CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 282 . 00 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 53° 06 ' 03" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 04° 32 ' 04" , AN ARC DISTANCE OF 22 .32 FEET TO A TANGENT POINT; THENCE NORTH 41° 26 ' 00" EAST, 95.25 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 218. 00 FEET; THENCE NORTHEASTERLY ALONG SAID CU12VE, THROUGH A CENTRAL ANGLE OF 30° 00 ' 00" , AN ARC DISTANCE OF 114. 14 FEET TO A TANGENT POINT; THENCE NORTH 11° 26 ' 00" EAST, 343.38 FEET; THENCE SOUTH 78° 34 ' 00" EAST, 131.79 FEET; THENCE SOUTH 11° 26' 00" WEST, 698.26 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 25. 00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 82° 26 ' 00", AN ARC DISTANCE OF 35.97 FEET TO A TANGENT POINT; THENCE NORTH 86° 08 ' 00" WEST, 181.99 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 2 .817 ACRES MORE OR LESS. Att. 2-1 KKR23535 Rev. 1/13/93 • PALLER-ROBERTS ENGINEERING, INC . 5701 SLAUSON AVENUE, SUITE 208 CURVE DATA TABLE CULVER CITY, CALIFORIA 902390 PHONE (310)310) 641-1853 l 853 0 DELTA RADIUS LENGTH TANGENT A 14'56'08 400.00 104.27 52.43 B 1805'58- 203.50 64.28 32.41 • C 04'32'04' 282.00 22.32 1116 "-`Zp0 D 30'00'00' 218.00 114.14 58.41 SCALE E 8726'00' 25.00 _ 35.97 21.90 P •A R C E L M .A P N 0 . 6 3 7 4 P A R C E L 2 D Q NORTHERLY RIGHT-OF- WAY B K . 8 7 P G . 7 7 P M . LINE OF HUNTINGTON DRIVE "0 W `' P A R C E L 4 PARCEL 3•I �' C r i 0 0 ^ E'LY BOUNDARY OF PARCEL H Z �i MAP NO. 6374 y 0 Z 150.00' -� 475.68• C] E . 0 . N 03'53' 00• E �{ =ry 0 O N 11'26'00' E 'tea' 0 m m TRUE POINT r 343.38' IA v.IV '' OF BEGINNING I Z m CITY PARKING PARCEL • r O 0 AREA = 2.817 AC. O 698.26' T R A C T. N 0 . 9 4 9 1511.97 55' 110' 0 S 11.26'00• W • ___.....47-SE'LY CDR. PARCEL 4 L ❑ T • 5 Q PARCEL MAP NO. 6374 C in LINE DATA TABLE CITY PARKING PA R CE • 0 BEARING ' LENGTH J LE 1 N 86'08'00' W 31.00 2 N °s53'0r E 31.37 SAN T—A— A NITA FASHION PAR K --- _ - --3----N-41'26'0 -E 95.25 . , 4 S 717341ff E 131.79 (CITY LOT) ARCADIA CALIFORNIA FILE . F.\DWG\JN3B4\CITY.DVG NOV. 23, 1992 ATTACHMENT 3 FIFTEEN YEAR EASEMENT GRANT DEED Recording Requested by and When Recorded Return to: City of Arcadia 240 West Huntington Drive Arcadia, California 91007, ATTN: CITY MANAGER Documentary Transfer Tax: $ None Revenue and, Taxation Code 11922 FIFTEEN YEAR EASEMENT GRANT DEED This Fifteen Year Easement Grant Deed ("Deed") is made and entered into this day of , 199_, by and among CITY OF ARCADIA, a municipal corporation ("City") , ANITA ASSOCIATES, a California limited partnership ("Anita") consisting of HAHN-UPI, a California limited partnership as its general partner and SANTA ANITA REALTY ENTERPRISES, INC. , a Dela'Tare corporation as its limited partner, and Santa Anita Realty Enterprises, Inc. , a Delaware corporation ("SARE") . RECITALS WHEREAS, SARE is the owner of that certain real property adjoining The Santa Anita Fashion Park ("Fashion Parr") , approximately eight (8) acres of which are or will be developed as an automobile parking lot for customers of the Fashion Park ("Fashion Park Lot") ; and WHEREAS, SARE has or will enter into a lease with Anita granting Anita a leasehold interest in approximately five acres ("Lot") of the Fashion Park Lot; and WHEREAS, pursuant to that certain Easement Purchase Agreement ("Agreement") by and between Anita and the City dated January 19, 1993, and upon fulfillment of the conditions precedent as described in the Agreement, the City desires to acquire certain rights for public parking purposes (the "Easement") over approximately 2.8 acres of the Fashion Park Lot (the "City Lot") , the legal description of which is attached hereto as Exhibit "A"; and r Att. 3-1 KKR23535 Rev. 1/13/93 I WHEREAS, SARE and Anita desire to grant to the City the Easement as hereinafter described. Except as to the efficacy of the easement interest granted hereunder, notwithstanding anything to the contrary, each of Anita and City acknowledge and agree that (i) SARE's execution of this Deed shall in no way whatsoever subject SARE to any liability for the terms, covenants and provisions respecting Anita's performance, or lack thereof, pursuant to this Deed and (ii) SARE shall have no obligation whatsoever to perform any of the terms, covenants and provisions contained in this Deed. TERMS NOW, THEREFORE, in consideration of the foregoing covenants and promises, and other good and valuable consideration, the City, Anita and SARE agree as follows: AGREEMENT 1. Grant of Easement/Control Over City Lot/Operating Covenant. (a) Anita and SARE hereby grant and convey to the City an exclusive Easement over the City Lot for a period of fifteen (15) years commencing as of the date hereof and further grant to the City the exclusive right to use the City Lot exclusively for public parking purposes, at no charge to the public. For the purposes of this Deed, "public parking" shall mean parking, at no charge to the public, which is fully accessible to all members of the public, without limitation as to their purpose for parking on the City Lot or their destination, except for reasonable limitations that may be requested by Anita, subject to the written approval of the City. The City Lot shall be regulated by and shall be subject to all City of Arcadia and California Vehicle Code parking regulations and the City shall enforce the same upon the City Lot. Anita and the City hereby agree and acknowledge that the Easement shall be subject and subordinate to that certain Construction, Operation and Reciprocal Easement Agreement dated as of January 25, 1974 (recorded as Document No. 482 in the Los Angeles County Recorder's Office) , as amended by Amendment No. 1 dated as of January 19, 1978 (reco ded as Instrument No. 78-71491) , Amendment No. 2 dated as of August 16, 1989 (recorded as Instrument No. 89-1725066) and any fur her amendments thereto. The original Construction, Operation and IIReciprocal Easement Agreement, Amendment No. 1 to Construction, Operation and Reciprocal Easement Agreement, Amendment No. 2 to Construction, Operation and Reciprocal Easement Agreement and all further amendments thereto shall be hereinafter collectively referred to as the "REA" . Anita acknowledges and agrees that any further amendments to the REA which would adversely affect the City Lot or the public's use thereof shall be first submitted to the Att. 3-2 KKR23535 Rev. 1/13/93 City for its review and approval, which approval shall not be unreasonably withheld or delayed. The City acknowledges that the rules and regulations respecting the use, maintenance and operation of the City Lot shall be as set forth in the REA. As part of the consideration furnished to the City under this Deed, Anita hereby agrees that it shall be bound by the following operating covenant. In addition to termination after expiratio]i of the term set forth in this Section 1, this Easement may also terminate earlier as provided in the following operating covenant: Operating Covenant (a) Anita hereby represents that Nordstrom, pursuant to Amendment No. 3 to the Construction, Operation and Reciprocal Easement Agreement, will agree that a Nordstrom store will be constructed as part of the Fashion Park and will remain open and operate at least 100, 000 square feet of retail sales floor area ("Minimum Floor Area") for a period of ten (10) years following the date on which the Nordstrom store first opens for business. As used herein, the term "open for business" means when 95% of the retail sales floor area of not less than 130, 000 square feet (i.e. 123,500) is opened to the public. Anita shall include appropriate covenants and conditions in any agreement which it enters into with Nordstrom pertaining to this ten-year operating covenant; provided, however, the City hereby acknowledges that pursuant to Amendment No. 3 to the Construction, Operation and Reciprocal Easement Agreement, Nordstrom will have certain termination rights to cease its operation if certain events occur during said ten (10) year period. Notwithstanding the foregoing, if Nordstrom subsequently closes or publicly announces its intent to close its Fashion Park store for any reason whatsoever prior to such ten-year term, or if Nordstrom does not operate the Minimum Floor Area, then Anita shall, within nine (9) months following the closure or reduction below the Minimum Floor Area of the Nordstrom store, demonstrate to the City's reasonable Att. 3-3 KKR23535 Rev. 1/13/93 satisfaction that Anita has obtained a replacement for the Nordstrom store that is acceptable to the City and that such replacement will be open for business within eighteen months following the closure or reduction below the Minimum Floor Area of the Nordstrom store. As a condition precedent to the City's consideration, Anita shall provide to the City an executed lease agreement or customary letter of commitment from an acceptable replacement store, the acceptability of which shall be in the City's reasonable discretion. Anita agrees to use reasonable and diligent efforts to obtain a replacement high-end fashion retail department store, closely equivalent to Nordstrom in terms of reputation and image, generating a comparable annual amount of sales dollars as the Nordstrom store being replaced. Notwithstanding the fore- - going, if, despite its reasonable and diligent efforts, Anita is unable to obtain a high-end fashion retail department store generating a com- parable annual amount of sales dollars, then, at a minimum, Anita shall obtain a replacement high-end fashion retail department store closely equivalent to Nordstrom in terms of reputation and image. In the event that Nordstrom begins to operate less than the Minimum Floor Area, then as an alternative to obtain- ing a replacement store, Anita may negotiate with Nordstrom to cause Nordstrom to once again open and operate the Minimum Floor Area. Anita shall have a period of nine (9) months following the date on which Nordstrom first begins to operate less than the Minimum Floor Area to cause Nordstrom to once again open and operate the Minimum Floor Area. If Anita is unable to cause Nordstrom to once again open and operate the Minimum Floor Area within this nine (9) month period, then the City shall be entitled to receive the sum set forth in subsection (b) Att. 3-4 KKR23535 Rev. 1/13/93 below, subject to all the terms and conditions set forth in subsection (b) . (b) If a satisfactory replacement store is not obtained within the nine (9) months following the closure or reduction below the Minimum Floor Area of the Nordstrom store, or if the replacement store is not open for business within eighteen (18) months following the closure or reduction below the Minimum Floor Area of the Nordstrom store, then Anita shall pay to the City the sum of the following: (i) The amount represented by the formula: "X"/120 x $3, 000, 000, where "X" equals the number of months remaining between the date that the Nordstrom store closes or begins to operate less than the Minimum Floor Area required by Amendment No. 3 to the REA and the date which is ten (10) years after the date the Nordstrom store opens for business. (ii) 7% simple interest on the amount determined pursuant to sub- paragraph (i) above, paid monthly from the date that Nordstrom closes or begins to operate less than the Minimum Floor Area to the date the balance owed per subparagraph(i) above is paid. Said pro rated repayment shall be due in full upon expiration of the 'nine (9) or eighteen (18) months (as appli- cable) , following written demand therefor from the City. Alternately, at its election, Anita may pay the amount described in this subsection (b) over a period of years. Such payments must be made by June 1 of each year following the closure or reduction below the Minimum Floor Area of the Nordstrom store and must be made in equal amounts such that repayment of the full amount will occur on or before Att. 3-5 KKR23535 Rev. 1/13/93 the date which is ten (10) years following the initial date that the Nordstrom store opens for business. Notwithstanding any other term contained in this Agreement or the Easement Grant Deed, the Easement shall automatically terminate upon payment in full to the City of the sum established in this subsection (b) . (c) Anita shall be entitled to exercise its right to obtain a replacement for the Nordstrom store only once. In the event that the successor to the Nordstrom store closes prior to the term of the operating covenant set forth in subsection (a) above, then Anita shall have no further right to find another replacement store and the City shall be entitled to the pro rata refund as set forth in subsection (b) . The ten (10) year operating covenant established by subsection (a) shall be extended for the number of months (not to exceed eighteen (18) between the closure or reduction below the Minimum Floor Area of the Nordstrom store and the time that the replacement store is open for business. (d) The payment of the amount set forth in subsection (b) shall be the sole and exclusive remedy of the City for a breach of the operating covenant described in subsection (a) . 2 . Character of Easement. The Easement granted herein is an exclusive easement in gross to be utilized solely for public parking at no charge, to be held and enjoyed by the City and its successors and assigns. 3 . Location of the City Lot. The Easement granted herein for public parking purposes pertains to approximately 2 .8 acres of the Lot. The City Lot is more particularly described in Exhibit "A" attached hereto and incorporated herein. 4 . Exclusiveness of Easement. The Easement granted herein is exclusive to the City and neither Anita nor SARE may convey any other right, interest, easement, license or profit in the City Lot which would interfere, restrict or otherwise defeat the City's interests in the City Lot for public parking purposes. Notwith- standing anything to the contrary, the Easement and the City ;Lot Att. 3-6 KKR23535 Rev. 1/13/93 shall be subject to, and subordinate to, the REA; provided, however, that the City shall have the review and approval rights set forth in Section 1 of this Deed. 5. Bodily Injury and Property Damage Insurance. Anita shall maintain insurance for the City Lot for the term of the Easement described in Section 1 of this Deed in accordance with the insurance requirements set forth in the REA. Anita shall provide Certificates of Insurance and endorsements naming the City as an additional insured. The certificates and endorsements shall provide that the insurance not be canceled or the limits of liability reduced unless the City receives written notice of cancellation or reduction at least thirty (30) calendar days prior to the effective date of cancellation. The certificate or actual copy thereof shall be forwarded to the City's General Counsel with a copy to the City Clerk at least annually by December 31 of each year. Any and all insurance obtained by Anita hereunder shall be primary to any and all insurance which the City may other4ise carry, including self insurance, which for all purposes of this Deed shall be separate and apart from the requirements of this Deed. Any insurance policies governing the City Lot as obtained by the City shall not be transferred from the City to Anita. In the event that Anita fails to maintain insurance as required by the REA, the City shall mail to Anita a notice specifying such failure. If, within thirty (30) days following such notice, Anita has failed to provide the insurance as required by the REA, then Anita hereby authorizes the City to procure appropriate insurance policies on Anita's behalf in compliance v'ith the REA. Anita shall reimburse the City for the costs of such policies within ten (10) days after demand therefore by the Oty. Failure of Anita to reimburse the City as demanded shall constitute an event of default under this Deed and the City may exercise any and all remedies available to it under this Deed, in law or in equity to remedy such default. 6. Entire Agreement. This Deed contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed. Any oral representations) or modifications concerning this Deed shall be of no force and effect. This Deed may be amended only by a subsequent document in writing, signed by the party to be charged. 7. Attorney's Fees. In the event of any controve sy, claim, dispute, action or proceeding relating to this Deed or any breach thereof, the prevailing party shall be entitled to recover from the losing party, in addition to all other relief available to it, its reasonable expenses, attorney's fees and costs. 8. Binding Effect. This Deed shall be binding on and shall inure to the benefit of Anita and the City, and their respective Att. 3-7 KKR23535 Rev. 1/13/93 successors, assigns, heirs, executors and administrators, except as otherwise provided for in this Deed. 9. Taxes, Assessments, Encumbrances and Liens. Except for any increases caused by a change in ownership initiated by City, Anita shall pay prior to delinquency all real property takes, possessory interest taxes and any other tax assessments assessed and levied on or against the City Lot during the term of the Easement. Anita shall remove, or shall have removed, any tax levy or attachment made on the City Lot, or shall assure the satis- faction thereof within a reasonable time, but in any event prior to a tax foreclosure sale of the City Lot, or any portion thereof. Nothing herein contained shall be deemed to prohibit Anita from contesting the validity or amounts of any tax assessment, encumbrance or lien on the City Lot, nor to limit the remedies. available to Anita in respect thereto. 10. Maintenance of the City Lot. During the term of the Easement, Anita covenants and agrees for itself, its successors, its assigns, and every successor in interest to the City Lot, that Anita, such successors and such assigns, shall at no cost to the City, maintain in good condition the City Lot, shall keep the City Lot free from any accumulation of debris or waste material, subject to normal construction job site conditions, and shall maintain (in accordance with the provision of the REA) in a neat, orderly, healthy and good condition all landscaping planted on the City Lot in accordance with the applicable development plans for the City Lot. 11. Obligation to Refrain from Discrimination. During the term of the Easement, Anita covenants and agrees for itself, its successors, its assigns and every successor in interest to the City Lot that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the City Lot; nor during the term of the Easement shall Anita, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the City Lot. 12 . Indemnification. The City agrees to defend, indemnify and hold harmless Anita and SARE, and their respective partners, agents, employees and contractors from any claims based on the intentional or negligent acts or omissions of the City, its officers, agents, employees, or contractors; provided, however, that such claims must pertain to the City's activities upon the City Lot. Att. 3-8 KKR23535 Rev. 1/13/93 1 Anita agrees to indemnify and hold the City and SARE, and their respective officers, employees, agents and contractors harmless from and against all third party claims (and for purposes of SARE, any claims made by the City) for damages, judgments, costs, expenses and fees arising from or related to any act or omission of Anita, its respective officers, employees agents or contractors, which arise from Anita's performing its obligations hereunder. 13 . Execution of Quitclaim Deed. The City agrees that upon the termination or early expiration of the Easement, the City shall execute and allow recordation of the Easement Quitclaim Deed attached hereto as Exhibit "B" . The City further agrees to execute any and all other documents which are reasonably necessary to remove this Deed and/or the Easement as an encumbrance against the City Lot upon termination or any expiration of the Easement. 14. Right of REA Parties to Use City Lot. Notwithstanding anything in this Deed to the contrary, Anita and the other parties to the REA, including their employees, agents and customers, shall have the nonexclusive right to utilize the City Lot for public parking (at no charge) as members of the public at large. 15. Defaults - General. Subject to the extensions of time set forth in Section 6. 05 hereof, failure or delay by either party to perform any material term or provision of this Deed shall constitute a default under this Deed; provided, however, that if a party otherwise in default cures, corrects or relieves such def4ult within thirty (30) calendar days (or a longer period if such default cannot be cured within thirty (30) calendar days and the defaulting party is diligently proceeding to cure the same) after receipt of written notice specifying such default, then such party shall not be deemed to be in default hereunder. The injured party shall give written notice of default to the party in default, specifying the default complained of by the non-defaulting party. Delay in giving or failure to give such notice shall not constitute a waiver of any default nor shall it change the time of default. Any failure or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 16. Legal Actions. (a) Institution of Legal Actions. Except for a breach of the operating covenant set forth in Section 1 of this Deed in Att. 3-9 KKR23535 Rev. 1/13/93 addition to any other rights or remedies, either party may institute legal actions to cure, correct or remedy any default, to recover damages for any default,. or to obtain any other remedy consistent with the purposes of this Deed. Such legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, or in any other appropriate court in that county, or in the Federal District Court for the Central District of California, in Los Angeles, California. (b) Applicable Law. The laws of the State of . California shall govern the interpretation and enforcement of this Deed. (c) Acceptance of Service of Process. In the event that any legal action is commenced by Anita against the City, service of process on the City shall be made in such manner as may be provided by law. In the event that any legal action is commenced by the City against Anita, service of process on Anita shall be made in such manner as may be provided by law. 17. Rights and Remedies Are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Deed, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the 'exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 18. Damages. Subject to the notice and cure provisions set forth in Section 15, and except for a breach of the operating covenant set forth in Section 1 of this Deed and other than with respect to any default concerning payment of funds, deposits or bonds, the defaulting party shall be liable to the other party for all the actual and proximate damages caused by the defaulting party's default. Upon default by Anita or the City, the City or Anita may exercise in their sole but reasonable discretion, any legal or equitable remedies available to them under statute, common law, or this Deed. These remedies include, but are not limited to, a lawsuit for damages and/or specific performance. 19. Notices, Demands and Communications Between the Parties. Any and all notices, demands or communications submitted by any party to another party pursuant to or as required by this Deed, shall be proper if in writing and dispatched by messenger for immediate personal delivery, or by registered or certified United States Mail postage prepaid, return receipt requested, to the principal office of the City and Anita, as applicable, as designated below. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate as provided in this Att. 3-10 KKR23535 Rev. 1/13/93 Section 19. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender on the date set forth on such return receipt, on the date that it is dispatched by messenger for immediate personal delivery, or two calendar days after it is placed in the United States mail as heretofore provided. Notices, demands or communications shall be sent to the parties as set forth below: To Anita: The Hahn Company 4350 La Jolla Village Drive Suite 700 San Diego, CA 92122-1233 (619) 546-1001 Attn: Legal Department Santa Anita Fashion Park To the City: City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 (818) 574-5408 Attn: City Manager With Copy To: Stephen P. Deitsch, Esq. Best, Best & Krieger 800 N. Haven Avenue, Suite 120 Ontario, CA 91763 (909) 989-8584 To SARE: Santa Anita Realty Enterprises, Inc. 333 City Boulevard West, Suite 2100 Orange, CA 92668 (714) 634-7575 Attn: Glenn Carpenter 20. Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to Anita, or any successor in interest, in the event of any default or breach by the City or for any amount which may become du to Anita or its successor, or on any obligations under the term of this Deed, except for gross negligence or willful/criminal acts of such member, officer or employee. 21. Enforced Delays; Force Majeure; Extension of Time and Performance. In addition to specific provisions of this Deed, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy or third parties; epidemics; quarantine restrictions; freight embargoes or lack of transporta- Att. 3-11 KKR23535 Rev. 1/13/93 tion; weather-caused delays; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of the other party other than as permitted or required by the terms of this Deed; acts or failure to act of any public or governmental agency or entity other than where such acts or failure to act are expressly permitted or required by the terms of this Deed (except that action or failure to act by the Sity shall not extend the time for the City to act unless such action or failure to act is the result of a lawsuit or injunction including by way of illustration, but not limited to, lawsuits pertaining to the City's or Anita's commitments under this Deed, environmental documentation and procedures, eminent domain, and the like) ; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Except as otherwise provided by this Deed, any extension of time for any such cause hereunder shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause,) if notice by the party claiming such extension is sent to the other party within thirty (30) calendar days of the commencement of the cause. Times of performance under this Deed may also be extended by mutual agreement in writing by and between the City and Anita. 22. Approvals. (a) Approvals required of the City or Anita, or any officers, agents or employees of either the City or Anita, shall not be unreasonably withheld and approval or disapproval shall be given within a reasonable time. (b) The City Manager or his or her designee, is authorized to sign on his own authority and on behalf of the City amendments to this Deed which are of a routine or technical nature. Executed on this day of APPROVED AS TO FORM: APPROVED AS TO FORM: Michael H. Miller Best, Best & Krieger City General Counsel City Special Counsel CITY CITY OF ARCADIA Date: By: Mayor of the City of Arcadia Att. 3-12 KKR23535 Rev. 1/13/93 ATTEST: City Clerk (SEAL) ANITA Dated: - ANITA ASSOCIATES, a California Limited Partnership Dated: By: Hahn-UPI, California Limited Partnership Its: General Partner By: ERNEST W. HAHN, INC. , a California corporation dba "The Hahn Company" as general partner By: Name: Title: By: Name: Title: SARE is signing this Deed only for the purposes of conveying the Easement interest described herein and to acknowledge the existence of its terms, and for no other purpose whatsoever. SARE's execution of this Deed is explicitly made subject to all of the terms and conditions of this Deed, including, but not limited to, the Fourth Recital and paragraph 12 of this Deed. Att. 3-13 KKR23535 Rev. 1/13/93 SARE SANTA ANITA REALTY ENTERPRISES, INC. , a Delaware corporation Dated: By: Its: By: Its: Att. 3-14 KKR23535 Rev. 1/13/93 EXHIBIT "A" LEGAL DESCRIPTION OF CITY LOT ALL THAT PORTION OF PARCEL 4 OF PARCEL MAP NO. 6374, AS PER MAP RECORDED IN BOOK 89 PAGE 77 OF PARCEL MAPS, AND ALL 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 LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID PARCEL 4, SAID CORNER ALSO LYING ON THE NORTHERLY RIGHT-OF-WAY LINE OF HUNTINGTON DRIVE, 195. 00 FEET IN WIDTH; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL 4, NORTH 03° 53 ' 00" EAST, 150. 00 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EASTERLY LINE, NORTH 86° 08 ' 00" WEST, 31. 00 FEET; THENCE NORTH 03° 53 ' 00" EAST, 31. 37 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 400.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 14° 56 ' 08" , AN ARC DISTANCE OF 104. 27 FEET TO THE BEGINNING POINT OF A COMPOUND CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 203 .50 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 71° 10 ' 51" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 18° 05 ' 58" , AN ARC DISTANCE OF 64 .28 FEET TO THE BEGINNING POINT OF A COMPOUND CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 282 .00 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 53° 06' 03" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 04° 32 ' 04" , AN ARC DISTANCE OF 22 .32 FEET TO A TANGENT POINT; THENCE NORTH 41° 26 ' 00" EAST, 95.25 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 218 . 00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 30°. 00 ' 00" , AN ARC DISTANCE OF 114 .14 FEET TO A TANGENT POINT; THENCE NORTH 11° 26 ' 00" EAST, 343 .38 FEET; THENCE SOUTH 78° 34 ' 00" EAST, 131.79 FEET; THENCE SOUTH 11° 26' 00" WEST, 698.26 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 25. 00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 82° 26' 00", AN ARC DISTANCE OF 35.97 FEET TO A TANGENT POINT; THENCE NORTH 86° 08 ' 00" WEST, 181.99 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 2 .817 ACRES MORE OR LESS. KKR23535 Rev. 1/13/93 STATE OF CALIFORNIA ) ) COUNTY OF ) On or before , before me, personally appeared and personally known to me (or proved to me on the basi§ of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature EXHIBIT "B" QUITCLAIM DEED (Anita to Provide) KKR22316 Rev. 1/13/93 ATTACHMENT 4 CERTIFICATE OF COMPLETION _I PHASE I I PHASE II We , , Mayor and , Clerk of the City of Arcadia (the "City") hereby certify as follows: By its resolution No. , adopted and approved , 19 , the City has resolved as follows: Section 1. The improvements to be constructed in accordance with that certain Easement Purchase Agreement (the "Agreement") dated January 19, 1993, between the City and Anita Associates, a California limited partnership (the "Developer") , on that certain real property (the "Property") more fully described in Exhibit"A" attached hereto and incorporated herein by this reference, been completed in accordance with the provisions of the Agreemnt. These improvements are: Section 2 . This Certificate of Completion shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct and develop the improvements on the Property, excluding any normal and customary tenant improvements, and including any and all buildings and any and all parking, landscaping and related improvements necessary to support or which meet the requirements applicable to the construction and its use and occupancy on the Property, all as described in the Agreement, and to otherwise comply with the Developer's obligations under the Agreement with respect to the Property and the dates for the beginning and completion of the construction of improvements thereon under the Agreement; provided, however, that the City may enforce any covenant surviving this Certificate of Completion in accordance with the terms and conditions of the Agreement and the Fifteen Year Easement Grant Deed (as defined in the Agreement) . The Agreement is an official record of the City and a copy of said Agreement may be inspected in the office of the Secretary of the City located at the City Hall, 240 West Huntington Drive, Arcadia, CA 91006, during regular business hours. Att. 4-1 KKR23535 Rev. 1/13/93 Section 3 . The Property to which this Certificate of Completion pertains is more fully described in Exhibit "A" attached hereto. DATED AND ISSUED this day of _, 19 Mayor of the City of Arcadia [SEAL] ATTEST: Secretary Att. 4-2 KKR23535 Rev. 1/13/93 STATE OF CALIFORNIA ss. COUNTY OF ) On this day of , 19 , before me, the undersigned, a Notary Public in and for said County and State, personally appeared and personally known to me or proved to me on the basis of satisfactory evidence to be the Mayor and Secretary, respectively, of the City of Arcadia (the "City") , who executed the within instrument on behalf of said City therein named, and acknowledged to me that such City executed the within instrument pursuant to a resolution of said City. WITNESS my hand and official seal. [SEAL] Notary Public in and for the State of California Att. 4-3 KKR23535 Rev. 1/13/93 Exhibit A to Certificate of Completion Legal Description ALL 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 LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF PARCEL 4 OF PARCEL MAP 6374, AS PER MAP RECORDED IN BOOK 89, PAGE 77 OF PARCEL MAPS, SAID CORNER ALSO LYING ON THE NORTHERLY RIGHT-OF-WAY LINE OF HUNTINGTON DRIVE, 195. 00 FEET IN WIDTH; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL 4 OF PARCEL MAP 6374, NORTH 03° 53 ' 00" EAST, 150. 00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTHERLY ALONG SAID EASTERLY LINE, NORTH 03° 53 ' 00" EAST, 325. 68 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 1200. 00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 15° 31 ' 48", AN ARC DISTANCE OF 325. 26 FEET TO A TANGENT LINE; THENCE NORTH 19° 24 ' 48" EAST, 534.43 FEET ALONG THE EASTERLY LINE OF SAID PARCEL 4 AND EASTERLY LINE OF PARCEL 3 OF SAID PARCEL MAP 6374, TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 350. 00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 71° 22 ' 48", AN ARC DISTANCE OF 436. 04 FEET TO A TANGENT LINE; THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 3, NORTH 51° 58 ' 00" WEST 106.76 FEET; THENCE LEAVING SAID EASTERLY LINE OF PARCEL 3 OF PARCEL MAP 6374 , SOUTH 78° 34 ' 00" EAST, 429.85 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 25. 00 FEET; THENCE EASTERLY AND SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90° 00 ' 00" , AN ARC DISTANCE OF 39 . 27 FEET TO A TANGENT LINE; THENCE SOUTH 11° 26 ' 00" WEST, 1511.97 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTH- WESTERLY, HAVING A RADIUS OF 25. 00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 82° 26 ' 00", AN ARC DISTANCE OF 35.97 FEET TO A TANGENT LINE; THENCE NORTH 86° 08 ' 00" WEST, 181. 99 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 8. 195 ACRES MORE OR LESS. Att. 4-4 KKR23535 Rev. 1/13/93 ATTACHMENT 5 SCHEDULE OF PERFORMANCE FASHION PARK IMPROVEMENTS Not to Exceed Pre Agreement (Information Only) (Calendar Days) A. Submittal of grading and demolition 11/9/92 plans, working drawings/building plans, plan check fees by Anita with City Building Department B. City Council consideration of environ- 11/17/92 mental documents, text and zone change C. Final working drawings/building plans 12/14/92 filed by Anita with the City Building Department for re-check Agreement Schedule 1. City Council consideration of Easement 1/19/93 Purchase Agreement 2 . City issues grading and building permit 1/20/93 upon payment of fees by Anita. Anita provides ESA Phase I report to City 3. Nordstrom files working drawings, 2/1/93* building plans, pays plan check fees to City Building Department 4. Excavation and grading begin on west 2/1/93 (Nordstrom) and east (Mall and City) parking lots; partial demolition of Buffum's and food court construction begin 5. City deposit of easement purchase price 2/19/93 into escrow 6. Anita leases five acre site (i.e. 4/5/93 parking lot) from Santa Anita Realty Enterprises 7. Nordstrom building pad completed by 6/30/93 Anita 8. Nordstrom begins construction of 130, 000 8/1/93 sq. ft. store (tentative) * 9. Food court completed, opens 9/30/93 1* Nordstrom's responsibilities are presented here for purposes of information only. 5-1 KKR23535 Rev. 1/13/93 10. Lot/City Lot completed by Anita; Anita 9/30/93 requests first Certificate of Completion 11. Anita provides three sets of "as built" 11/30/93 drawings to City pursuant to Section 2 . 12 of the Agreement 12 . Completion of 130, 000 sq. ft. Nordstrom 9/30/94 store, parking area and adjacent retail; grand opening; Anita requests second Certificate of Completion from City 13 . City approves second Certificate of 10/30/94 Completion and authorizes release of escrow deposit; City acquires easement to City Lot for fifteen years 14. Nordstrom provides three sets of "as 11/30/94 built" plans to City* 15. Termination of Nordstrom' s ten year 9/30/04 Operating Covenant 16. Termination of fifteen year City 10/30/09 easement for City Lot 1 1* Nordstrom's responsibilities are presented here for purposes of information only. 5-2 KKR23535 Rev. 1/13/93 ATTACHMENT 6 SCOPE OF DEVELOPMENT FASHION PARK IMPROVEMENTS Anita shall prepare all required concept and building plans, environmental documents, parcel maps, zoning change applications, plus pay all customary fees and construct the following improvements both on and off-site per State law and City Code, in accordance with the Schedule of Performance and the Concept Plans and Elevations attached hereto. 40, 000 sq. ft. of new retail shops and adjacent landscaping on the approximate site of the former Buffum's store. - All utility work, including water line relocation, related to the Fashion Park Improvements. - An approximate eight-acre parking lot, including lighting, striping, irrigation and landscaping, the southerly 2 .8 acres of which shall be used by the City pursuant to this Agreement. - Off-site median, street, corner, and signal improvements at Gate 1 (Huntington Drive) and Gate 8 (Baldwin Avenue) per the recommendations of The Planning Center. As a condition of the City's acquisition of the Easement, Nordstrom shall have prepared all required concept and building plans and environmental documents, pay all fees, and construct a 130, 000 sq. ft. Nordstrom store in accordance with the Schedule of Performance and the Concept Plans and Elevations attached hereto. All other design, drawings and construction work and payment of fees reasonably related to completion of the Fashion Park Improvements listed above, and attached hereto. 6-1 KKR23535 Rev. 1/13/93 ANITA ASSOCIATES PLAN ELEVATIONS SEE ATT. 2 TO JAN. 19 , 1993 STAFF REPORT I . ATTACHMENT 7 LEGAL DESCRIPTION OF FIRE STATION PARCEL THAT PORTION OF PARCEL 1 AND PARCEL 2 MAP NO. 6374 IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 89, PAGES 76 AND 77 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF LOT 5 OF TRACT NO. 949 AS PER MAP RECORDED IN BOOK 17, PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE NORTH 3° 54 ' 55" EAST ALONG THE WEST LINE OF SAID LOT 5, SAID WEST LINE ALSO BEING THE CENTER- LINE OF BALDWIN AVENUE AS SHOWN ON SAID PARCEL MAP, A DISTANCE OF 435.78 FEET; THENCE SOUTH 86° 05 ' 05" EAST 60. 00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION, SAID POINT LYING ON THE WEST LINE OF SAID PARCEL 1 AND THE EAST LINE OF BALDWIN AVENUE AS SHOWN ON SAID PARCEL MAP; THENCE SOUTH 86° 05' 05" EAST 186.37 FEET; THENCE SOUTH 9° 56 ° 32" WEST 189. 00 FEET; THENCE NORTH 86° 05 ' 05" WEST 18.10 FEET; THENCE SOUTH 9° 56 ' 32" WEST 55.73 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE EAST HAVING A RADIUS OF 29.63 FEET; THENCE SOUTHERLY 15. 61 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30° 11 ' 34" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 83 .83 FEET; THENCE SOUTHWESTERLY 17.96 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12° 16 ' 35"; THENCE ON A NON-TANGENT LINE SOUTH 48° 54 ' 55" WEST 58.66 FEET; THENCE NORTH 41° 05 ' 05" WEST 64 . 00 FEET; THENCE SOUTH 48° 54 ' 55" WEST 10.66 FEET; THENCE NORTH 41° 05 ' 05" WEST 84.54 FEET TO A POINT ON THE EAST LINE OF SAID BALDWIN AVENUE, SAID EAST LINE ALSO BEING THE WEST LINE OF SAID PARCEL 2; THENCE NORTH 3° 54 ' 55" EAST ALONG SAID LAST MENTIONED EAST LINE 96. 31 FEET TO THE WESTERLY NORTHWEST CORNER OF SAID PARCEL 2, SAID POINT ALSO LYING ON THE SOUTHERLY LINE OF INSTRUMENT NUMBER 3816 RECORDED JUNE 19, 1958 IN BOOK D131 PAGE 819, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 85° 05' 00" EAST ALONG THE NORTH LINE OF SAID PARCEL 2 AND THE SOUTH LINE OF SAID INSTRUMENT 129.81 FEET TO AN ANGLE POINT IN SAID PARCEL 2 AND THE SOUTHEAST CORNER OF SAID INSTRUMENT; THENCE NORTH 3° 54 ' 55" EAST ALONG THE WEST LINE OF SAID PARCEL 2 AND THE EAST LINE OF SAID INSTRUMENT 104. 00 FEET TO AN ANGLE POINT IN SAID PARCEL 2 AND THE NORTHEAST CORNER OF SAID INSTRUMENT, SAID ANGLE POINT ALSO BEING AN ANGLE POINT IN THE SOUTH LINE OF PARCELJ1 OF SAID PARCEL MAP; THENCE SOUTH 86° 05 ' 00" WEST ALONG THE SOUTH LINE OF SAID PARCEL 1 AND THE NORTH LINE OF SAID INSTRUMENT 129.81 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 1 AND A POINT ON THE EAST LINE OF SAID BALDWIN AVENUE; THENCE NORTH 3° 54 ' 55" EAST ALONG THE WEST LINE OF SAID PARCEL 1 A DISTANCE OF 17.78 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION. THE AREA OF SAID PARCEL OF LAND CONSISTS OF 32 ,496 SQUARE FEET MORE OR LESS. 7-1 KKR23535 Rev. 1/13/93 SCALE: 1- = 40• EXHIBIT "B" PREPARED FOR; _ CITY OF ARCADIA FIRE DEPARTMENT PREPARED BY: 710 S. SANTA ANITA AVENUE CARL W. DONMOYER IL ASSOC, tNC. ARCADIA. CA. 91006 609 E. ALOSTA AVENUE, STE. B (818) 574-5100 G(818) 963A, CA. 91740 0 (818) 963-5710 T.P.O.B. PARCEL 'A• dr 60.00• -38(.•05 05,• S'LY LINE OF PARCEL I 411! ___:: E- OF P.M. 6374, P.M.B. 89-76.77 18G_37• -246.37'- 1 f7.78' _ N 86.05'00"E VL .81' ___.-1 .:......--,-__ 3' z - w,. i A? .t, IP N j PARCEL 'B' 1 $r1 a� �h -- $ 1 13,374 SO.FT.If o� Q; ' $ 1 Q w 1P1 INST. O. 3811. REC. 6-15-S5 It? "� IN BOOK D 131-B15,O.R. s FOR EXISTING FIRE STATION -'°„- LU Z i-3 W $ 2 AC 60.51.' 129.81' f_16 N 8 G•OS'00"E 150.37' 2 N ' T.R0.B. PARCEL "B• A F W Y '^ N 81.'05'00"E 12�.61' 3 •n _. P EXISTING PERMANE)1T EASEMENT .�'i `� - OF THE CITY OF ARt:APIA FOR A 1..• = T DRIVEWAY TO THE EXISTING FIRE • STATION PER INST.NO.78-70885 REC. I-18-78,O.R. CONSISTING 'r' OF 4673 SG.FT. PARCEL 'A- 32,496 SQ.FT 1 �? NS 18 10' W M -vs, y{oLAn s `^O& S 1 c e+ 4 C-30'I I'34' R-27 G3' Za Qy 548•54'55"W L- 15.4.1' n -_ •SF. 10.4.6' T■7.991 id 09 tr1U 2� 01�? �� R-'63 83'35• �L L.17.56' T■5.02' w - �pj /� in FMS. 1 � hh . M Z . 0 J CC 03 1 WEST BOUND HUNTINGTON - DRIVE lit - 05`00"E + I _ N 81.' t"1-4 IC:t maven L, ,` �fi I No.5794 fa SOUTHWEST CORNER OF LOT 5, plc OF CALIF-• TRACT NO.945, M.B. 17-15 ' ATT. 7 1.11,1 52-23 SUBORDINATION AG wrnvN- The City of Arcadia , a public body corporate and politic organized and existing under and by virtue of the laws of the State of California ( "City" ) , as the holder of an easement over a portion of the Developer Tract , ( i) does hereby subordinate such easement interest and agrees that such easement interest is subject to all of the terms and provisions of the REA ( incl ding Amendment No . 3) and ( ii) hereby joins in a grant to the respective Parties to the REA of the easements in favor of aid Parties and their respective Tracts , as set forth in the REI, and agrees to join in the execution of any amendment to ExhibitlA to the REA which is prepared pursuant to the provisions of Article XVII of the REA. The foregoing provisions of this Subordination Agreement shall be deemed covenants running with the land and shall be binding upon City and its successors in interest and assigns and shall inure to the benefit of the Parties to the REA. DATED: CITY OF ARCADIA By: Name: I Title: Attest : By: Name: . Title: STATE OF CALIFORNIA ) ) ss . COUNTY OF ) On . , before me, , a Notary Public in and for said state, personally appeared ! , personally known to me (or proved t me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument . WITNESS my hand and official seal . Notary Public in and for said State -30- 951/3C05/H3613-002/10-08-92/jaj ATTACHMENT 3 ,•''' ...r. - p... e - ..,...- .� ..r. .. ,a ..r .. ..-.-+ v. tip.. i-,. -Yi::`.. •x _. ,g: •c- mss. ,�.,, .-. "'%°'.:.•n i4° ' .`s'c:$.; a''a,,,• �.{��,�.'.''' ;� ...,,y"%' r: ^ :- '�%�`. .'- �`'•a.. .'"'=��.ira' 5':is- t(- o V AMERICAN LAND TITLE ASSOCIATION 0 OWNER'S POLICY / t �� 0 (10-17-92) i C) k.--- ( if /re,.., . -- 4F7° AA`It_ 45: 4. .1---- ,-- /0 /0 , ,/...,' 4 /7' Al---/ '; /) ii-.i'-'F,- ,.... — 1 CHICAGO TITLE INSURANCE COMPANY Li ki 7 9k Ni li X19 > PRG SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE t. INSURANCE COMPANY,a Missouri corporation,herein called the Company,insures,as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or z incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. In Witness Whereof,CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A,the policy to become valid when countersigned by an authorized signatory. CHICAGO TITLE INSURANCE COMP NY Issued by: By: CHICAGO TITLE COMPANY Sui te 900 South Flower Street dee.� 0" i . Su Los Angeles, CA 90017 g ° 4, . Prelide (213) 488-4300 - .rasa c.t e RN{PlA o 4 By: g. Secretary f �.yr r- - *- -, 41r'-°A°nIft,,m,-.i'b"' - ......" °r. ,,. x'P'.e •�.._•,-� - i "-'= Upon the exercise by the Company of either of the options provided for in (b)When liability and the extent of loss or damage has been definitely fixed paragraphs(b)(i)or(ii),the Company's obligations to the insured under this in accordance with these Conditions and Stipulations, the loss or damage policy for the claimed loss or damage,other than the payments required to be shall be payable within 30 days thereafter. made, shall terminate, including any liability or obligation to defend, prose- cute or continue any litigation. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE (a)The Company's Right of Subrogation. This policy is a contract of indemnity against actual monetary loss or dam- Whenever the Company shall have settled and paid a claim under this age sustained or incurred by the insured claimant who has suffered loss or policy,all right of subrogation shall vest in the Company unaffected by any act damage by reason of matters insured against by this policy and only to the of the insured claimant. extent herein described. The Company shall be subrogated to and be entitled to all rights and (a)The liability of the Company under this policy shall not exceed the least remedies which the insured claimant would have had against any person or of: property in respect to the claim had this policy not been issued.If requested by (i)the Amount of Insurance stated in Schedule A;or, the Company,the insured claimant shall transfer to the Company all rights (ii)the difference between the value of the insured estate or interest as and remedies against any person or property necessary in order to perfect insured and the value of the insured estate or interest subject to the defect, this right of subrogation.The insured claimant shall permit the Company to lien or encumbrance insured against by this policy. sue,compromise or settle in the name of the insured claimant and to use the (b)In the event the Amount of Insurance stated in Schedule A at the Date of name of the insured claimant in any transaction or litigation involving these Policy is less than 80 percent of the value of the insured estate or interest or rights or remedies. the full consideration paid for the land,whichever is less,or if subsequent to If a payment on account of a claim does not fully cover the loss of the the Date of Policy an improvement is erected on the land which increases the insured claimant,the Company shall be subrogated to these rights and reme- value of the insured estate or interest by at least 20 percent over the Amount of dies in the proportion which the Company's payment bears to the whole Insurance stated in Schedule A,then this Policy is subject to the following: amount of the loss. (i)where no subsequent improvement has been made,as to any partial If loss should result from any act of the insured claimant,as stated above, loss,the Company shall only pay the loss pro rata in the proportion that the that act shall not void this policy, but the Company, in that event, shall be amount of insurance at Date of Policy bears to the total value of the insured required to pay only that part of any losses insured against by this policy which estate or interest at Date of Policy;or shall exceed the amount,if any,lost to the Company by reason of the impair- (ii)where a subsequent improvement has been made, as to any partial ment by the insured claimant of the Company's right of subrogation. loss,the Company shall only pay the loss pro rata in the proportion that 120 (b)The Company's Rights Against Non-insured Obligors. percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for The Company's right of subrogation against non-insured obligors shall the improvement. exist and shall include,without limitation,the rights of the insured to indem- The provisions of this paragraph shall not apply to costs, attorneys' fees nities,guaranties,other policies of insurance or bonds,notwithstanding any and expenses for which the Company is liable under this policy,and shall only terms or conditions contained in those instruments which provide for subroga- apply to that portion of any loss which exceeds,in the aggregate,10 percent of tion rights by reason of this policy. the Amount of Insurance stated in Schedule A. (c)The Company will pay only those costs,attorneys'fees and expenses 14. ARBITRATION incurred in accordance with Section 4 of these Conditions and Stipulations. Unless prohibited by applicable law,either the Company or the insured may 8. APPORTIONMENT demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association.Arbitrable matters may include,but are not If the land described in Schedule A consists of two or more parcels which limited to, any controversy or claim between the Company and the insured are not used as a single site,and a loss is established affecting one or more of arising out of or relating to this policy,any service of the Company in connec- the parcels but not all,the loss shall be computed and settled on a pro rata tion with its issuance or the breach of a policy provision or other obligation.All basis as if the amount of insurance under this policy was divided pro rata as to arbitrable matters when the Amount of Insurance is$1,000,000 or less shall the value on Date of Policy of each separate parcel to the whole,exclusive of be arbitrated at the option of either the Company or the insured.All arbitrable any improvements made subsequent to Date of Policy, unless a liability or matters when the Amount of Insurance is in excess of$1,000,000 shall be value has otherwise been agreed upon as to each parcel by the Company and arbitrated only when agreed to by both the Company and the insured.Arbitra- the insured at the time of the issuance of this polity and shown by an express tion pursuant to this policy and under the Rules in effect on the date the statement or by an endorsement attached to this policy. demand for arbitration is made or,at the option of the insured,the Rules in 9. LIMITATION OF LIABILITY effect at Date of Policy shall be binding upon the parties. The award may (a)If the Company establishes the title,or removes the alleged defect,lien include attorneys'fees only if the laws of the state in which the land is located or encumbrance,or cures the lack of a right of access to or from the land,or permit a court to award attorneys'fees to a prevailing party.Judgment upon cures the claim of unmarketability of title, all as insured, in a reasonably the award rendered by the Arbitrator(s)may be entered in any court having diligent manner by any method,including litigation and the completion of any Jurisdiction thereof. appeals therefrom,it shall have fully performed its obligations with respect to The law of the situs of the land shall apply to an arbitration under the Title that matter and shall not be liable for any loss or damage caused thereby. Insurance Arbitration Rules. (b)In the event of any litigation,including litigation by the Company or with A copy of the Rules may be obtained from the Company upon request. the Company's consent,the Company shall have no liability for loss or dam- age until there has been a final determination by a court of competent jurisdic- 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE CONTRACT tion,and disposition of all appeals therefrom,adverse to the title as insured. (a)This policy together with all endorsements,if any,attached hereto by the (c)The Company shall not be liable for loss or damage to any insured for Company is the entire policy and contract between the insured and the Com- liability voluntarily assumed by the insured in settling any claim or suit without pany.In interpreting any provision of this policy,this policy shall be construed the prior written consent of the Company. as a whole. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF (b)Any claim of loss or damage,whether or not based on negligence,and LIABILITY which arises out of the status of the title to the estate or interest covered All payments under this policy,except payments made for costs,attorneys' hereby or by any action asserting such claim,shall be restricted to this policy. fees and expenses,shall reduce the amount of the insurance pro tanto. (c)No amendment of or endorsement to this policy can be made except by 11. LIABILITY NONCUMULATIVE a writing endorsed hereon or attached hereto signed by either the President,a Vice President,the Secretary,,an Assistant Secretary,or validating officer or It is expressly understood that the amount of insurance under this policy authorized signatory of the Company. shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the 16. SEVERABILITY insured has agreed, assumed, or taken subject, or which is hereafter ex- In the event any provision of the policy is held invalid or unenforceable ecuted by an insured and which is a charge or lien on the estate or interest under applicable law,the policy shall be deemed not to include that provision described or referred to in Schedule A, and the amount so paid shall be and all other provisions shall remain in full force and effect. deemed a payment under this policy to the insured owner. 12. PAYMENT OF LOSS 17. NOTICES,WHERE SENT (a)No payment shall be made without producing this policy for endorse- All notices required to be given the Company and any statement in writing ment of the payment unless the policy has been lost or destroyed, in which required to be furnished the Company shall include the number of this policy case proof of loss or destruction shall be furnished to the satisfaction of the and shall be addressed to the Company at the issuing office or to: Company. Chicago Title Insurance Company Claims Department 171 North Clark Street Reorder.Form No.8256(Rev.10-17-92) Chicago,Illinois 60601-3294 • • SCHEDULE A Policy No: 9224366 - 64 Premium: 1,890.00 Amount of Insurance: $3,000,000.00 Date of Policy: September 27, 1994 at 8:00 A.M. 1. Name of Insured: CITY OF ARCADIA, A MUNICIPAL CORPORATION 2. The estate or interest in the land which is covered by this policy is: AN EXCLUSIVE EASEMENT FOR FIFTEEN YEARS FOR THE PURPOSES OF "PUBLIC PARKING", RECORDED SEPTEMBER 27, 1994 AS INSTRUMENT NO. 94-1770108. 3. Title to the estate or interest in the land is vested in: CITY OF ARCADIA, A MUNICIPAL CORPORATION 4. The land referred to in this policy is situated in the State of California, County of LOS ANGELES and is described as follows: SEE ATTACHED DESCRIPTION This Policy valid only if Schedule B is attached. ALTAOPA-06/01/89 . I • Policy No. 9224366 -64 Page 1 DESCRIPTION ALL 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: COMMENCING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL 5, SAID CORNER ALSO BEING THE SOUTHEASTERLY CORNER OF PARCEL 4 OF A PARCEL MAP NO. 6374, AS PER MAP RECORDED IN BOOK 89 PAGE 77 OF PARCEL MAPS, AND LYING ON THE NORTHERLY RIGHT-OF-WAY LINE OF HUNTINGTON DRIVE, 195.00 FEET IN WIDTH; THENCE NORTHERLY ALONG THE WESTERLY LLINE OF SAID PARCEL 5 AND THE EASTERLY LINE OF SAID PARCEL 4, NORTH 03 DEGREES 53 MINUTES 00 SECONDS EAST, 150.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID WESTERLY AND EASTERLY LINE, NORTH 03 DEGREES 53 MINUTES 00 SECONDS EAST, 178.55 FEET, TO THE BEGINNING POINT OF A NON-TANGENT CURVE,I CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 203.50 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 57 DEGREES 48 MINUTES 47 SECONDS EAST; THENCE DEPARTING FROM SAID WESTERLY AND EASTERLY LINE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 04 DEGREES 42 MINUTES 43 SECONDS, AN ARC DISTANCE OF 16.74 FEET TO THE BEGINNING POINT OF A COMPOUND CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 282.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 04 DEGREES 32 MINUTES 04 SECONDS, AN ARC DISTANCE OF 22.32 FEET TO A TANGENT LINE; THENCE NORTH 41 DEGREES 26 MINUTES 00 SECONDS EAST, 95.25 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 218.00 FEET; THENCE NORTHEASTERLY ALONG S?ID CURVE, THROUGH A CENTRAL ANGLE OF 30 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 114.14 FEET TO A TANGENT LINE; THENCE NORTH 11 DEGREES 26 MINUTES 00 SECONDS EAST, 343.38 FEET; THENCE SOUTH 78 DEGREES 34 MINUTES 00 SECONDS EAST, 131.79 FEET; THENCE SOUTH 11 DEGREES 26 MINUTES 00 SECONDS, 698.26 FEET TO THE BEGINNING OF A *GENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 82 DEGREES 26 MINUTES 00 SECONDS, AN ARC DISTANCE 35.97 FEET TO A TANGENT LINE; THENCE NORTH 86 DEGREES 08 MINUTES Ob SECONDS WEST, 181.99 FEET TO THE TRUE POINT OF BEGINNING. NOW KNOWN AS A PORTION OF PARCEL 4, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 23862, FILED IN BOOK 261 PAGES 91 TO 95 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 1 SCHEDULE B Policy No: 9224366 -64 EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fee or expenses)which arise by reason of: 1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE LEVIED FOR THE FISCAL YEAR 1994-95 WHICH ARE A LIEN NOT YET PAYABLEI 2. THE LIEN OF SUPPLEMENTAL OR ESCAPED ASSESSMENTS OF PROPERTY TAXES, IIF ANY, MADE PURSUANT TO THE PROVISIONS OF PART 0.5, CHAPTER 3.5 OR PART 2, CHAPTER 3, ARTICLES 3 AND 4 RESPECTIVELY (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA AS A RESULT OF THE TRANSFER OF TITLE TO THE VESTEE NAMED IN SCHEDULE A; OR AS A RESULT OF CHANGES IN OWNERSHIP OR NEW CONSTRUCTION OCCURRING PRIOR TO DATE OF POLICY. 3. A LEASE DATED APRIL 6, 1972, EXECUTED BY SANTA ANITA CONSOLIDATED, NC., A CORPORATION (FORMERLY LOS ANGELES TURF CLUB, INC. , A CORPORATION), S LESSOR AND ANITA ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP, AS LESSEE, RECORDED SEPTEMBER 14, 1973 AS INSTRUMENT NO. 824 IN BOOK M-4467 PAGE 69, OFFICIAL RECORDS, AS AMENDED BY "AMENDED SHORT FORM OF LEASE I, DATED JANUARY 15, 1974, EXECUTED BY SAID PARTIES, RECORDED JANUARY 25, 1974 IN BOOK M4581, PAGE 864 AS DOCUMENT NO. 472, IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY ("OFFICIAL RECORDS") AS MODIFIED BY THAT CERTAIN AMNDMENT TO GROUND LEASE I DATED AS OF JANUARY 19, 1978, A SECOND AMENDED SHORT FORM OF LEASE I OF WHICH WAS RECORDED ON JANUARY 19, 1978, AS INSTRUMENT NO. 78-71476 IN THE OFFICIAL RECORDS AND FURTHER MODIFIED BY A THIRD AMENDED SHORT FORM OF LEASE I DATED AS OF DECEMBER 29, 1993 AND RECORDED DECEMBER 30, 1993 AS INSTRUMENT NO. 93-2542577. SAID AMENDED SHORT FORM OF LEASE I AFFECTS PARCELS 1, 2 AND 4 EXCEPTING AND RESERVING ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND ATj,L OTHER MINERALS IN AND UNDER AND WHICH MAY BE PRODUCED FROM BELOW A DEPTH OF 500 FEET BELOW THE SURFACE OF THE AFORESAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY THEREON. THE PRESENT OWNERSHIP OF LEASEHOLD AND OTHER MATTERS AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN. 4. THE PROVISIONS OF A DOCUMENT ENTITLED "EASEMENT DEED", DATED DECEMBER 26, 1979, EXECUTED BY SANTA ANITA CONSOLIDATED, INC. AND ANITA ASSOCIATES, CONFIRMING GRANTS OF EASEMENTS PREVIOUSLY MADE BY SANTA ANITA CONSOLIDATED, INC. TO ANITA ASSOCIATES, RECORDED DECEMBER 26, 1979 AS INSTRUMENT NO. 79-1443848. EASEMENTS ARE LOCATED AS SHOWN ON SAID SURVEY. 5. THE PROVISIONS OF A DOCUMENT ENTITLED "CONSTRUCTION, OPERATION AND I RECIPROCAL EASEMENT AGREEMENT", DATED JANUARY 25, 1974, EXECUTED BY ANITA ASSOCIATES, A LIMITED PARTNERSHIP, BROADWAY—HALE STORES, INC., A 1 CORPORATION AND J. C. PENNY PROPERTIES, INC. , A DELAWARE CORPORATION, AND CONSENTED TO AND APPROVED BY SANTA ANITA CONSOLIDATED INC., RECORDED JANUARY 25, 1974 AS INSTRUMENT NO. 482, IN THE OFFICE OF THE COUN Y ALTAOPB-06/01/89 • Policy No: 9224366 - 64 Page 1 SCHEDULE B (continued) RECORDER OF SAID LOS ANGELES COUNTY, ESTABLISHING AND GRANTING EASEMENTS OVER CERTAIN AREAS SHOWN AS COMMON PARKING AREAS UPON A PLOT PLAN MARKED EXHIBIT "B", ATTACHED THERETO AND RECORDED WITH SAID DOCUMENT, FOR VEHICULAR AND PEDESTRIAN TRAVEL AND PARKING AND SAID DOCUMENT, FOR VEHICULAR AND PEDESTRIAN TRAVEL AND PARKING AND OTHER PURPOSES AS THEREIN DEFINED, UPON THE TERMS, CONDITIONS AND RIGHTS AS THEREIN PROVIDED, AS AMENDED BY AMENDMENT NO. 1 THERETO, DATED JANUARY 19, 1978, EXECUTE BY ANITA ASSOCIATES, A LIMITED PARTNERSHIP, CARTER HAWLEY HALE STORES, IINC., (FORMERLY BROADWAY-HALE STORES, INC. ) A DELAWARE CORPORATION, J.C. 1PENNEY PROPERTIES, INC. , A DELAWARE CORPORATION AND ADCOR REALTY CORPORATION, A NEW YORK CORPORATION, RECORDED JANUARY 19, 1978 AS INSTRUMENT NO. 78-71491 AND AMENDED BY AMENDMENT NO. 2 THERETO, DATED AUGUST 16, 1989, EXECUTED BY ANITA ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP, CARTER HAWLEY H#1LE STORES, INC. (FORMERLY BROADWAY-HALE STORES INC. ) A DELAWARE CORPORATION, J. C. PENNEY PROPERTIES, INC. , A DELAWARE CORPORATION AND ADCOR REALTY CORPORATION, A NEW YORK CORPORATION, REFERRED TO AS "ROBINSON'S", RECORDED OCTOBER 26, 1989 AS INSTRUMENT NO. 89-1725066 AND AMENDED BY AMENDMENT NO.3 THERETO, DATED DECEMBER 29, 1993, EXECUTED BY ANITA ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP, CARTER HAWLEY HALE STORES, INC. (FORMERLY BROADWAY-HALE STORES, INC. ) A DELAWARE CORPORATION, J.C. PENNEY PROPERTIES, INC. , A DELAWARE CORPORATION, THE MAY DEPARTMENT STORES COMPANY, A NEW YORK CORPORATION AS SUCCESSOR-IN-INTEREST TO ADCOR REALTY CORPORATION, A NEW YORK CORPORATION ("ROBINSON'S") , AND NORDSTROMS, INC. , A WASHINGTOI CORPORATION, RECORDED DECEMBER 30, 1993 AS INSTRUMENT NO. 93-2542583. 6. COVENANTS, CONDITIONS AND RESTRICTIONS (DELETING THEREFROM ANY RESTRICTIONS BASED ON RACE, COLOR OR CREED) AS SET FORTH IN THE DOCUMENT REFERRED TO IN THE NUMBERED ITEM LAST ABOVE SHOWN. SAID COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDE THAT A VIOLATION THEREOF SHALL NOT DEFEAT THE LIEN OF ANY MORTGAGE OR DEED OF TRUST MADE IN GOOD FAITH AND FOR VALUE. 7. A COVENANT AND AGREEMENT UPON AND SUBJECT TO THE TERMS AND CONDITIIONS THEREIN EXECUTED BY: SANTA ANITA CONSOLIDATED, INC. IN FAVOR OF: CITY OF ARCADIA RECORDED: MAY 16, 1974 AS INSTRUMENT NO. 2726 REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. 8. A COVENANT AND AGREEMENT WHEREIN THE OWNERS OF SAID LAND COVENANT AND AGREE THAT SAID LAND SHALL BE HELD AS ONE PARCEL AND NO PORTION SHALL BE SOLD SEPARATELY, WHICH COVENANT IS EXPRESSED TO RUN WITH THE LAND AND BE BINDING UPON FUTURE OWNERS. DATED: SEPTEMBER 1, 1977 EXECUTED BY: SANTA ANITA CONSOLIDATED, INC. , A CALIFORNIA CORPORATION IN FAVOR OF: CITY OF ARCADIA • • Policy No: 9224366 - 64 Page 2 SCHEDULE B (continued) RECORDED: JANUARY 18, 1978 AS INSTRUMENT NO. 78-70893 SAID DOCUMENT CONTAINS (LESSEE'S CONSENT AND SUBORDINATION) TO SAID COVENANT AND AGREEMENT AND (BENEFICIARY'S CONSENT AND SUBORDINATION) TO SAID COVENANT AND AGREEMENT. 9. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SHOWN OR AS OFFERED FOR DEDICATION ON THE RECORDED MAP SHOWN BELOW. MAP OF: PARCEL MAP NO. 23862 EASEMENT PURPOSE: WATER LINE AND TRAFFIC SIGNALS AFFECTS: THAT PORTION OF PARCELS 1, 3 AND 4 AS SHOWN THEREIN EASEMENTS ARE LOCATED AS SHOWN ON SAID SURVEY. 10. RIGHTS OF VARIOUS TENANTS, AS TENANTS ONLY, AS SHOWN ON ASSIGNMENT OF LESSORS INTEREST IN LEASES, DATED JANUARY 25, 1994, AND RECORDED JANUARY 25, 1994 AS INSTRUMENT NO. 94-165958. 11. WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS. 12. DISCREPANCIES, CONFLICTS IN BOUNDARY LINES, SHORTAGE IN AREA, ENCROACHMENTS, OR ANY OTHER FACTS WHICH A CORRECT SURVEY WOULD DISCLOSE, AND WHICH NOT SHOWN BY THE PUBLIC RECORDS. 13. COVENANTS, CONDITIONS AND RESTRICTIONS (DELETING THEREFROM ANY RESTRICTIONS BASED ON RACE, COLOR OR CREED) AS SET FORTH IN THE DOCUMENT RECORDED: SEPTEMBER 27, 1994 AIN 94-1770108 e t� 2 mss? AUTHORIZED SIGNATORY " ENDORSEMENT • 100.6M Attached to and forming a part of Policy No. 009224366 64 Issued by CHICAGO TITLE INSURANCE COMPANY Dated: SEPTEMBER 27, 1994 I The company hereby insures the insured against loss which the insured shall sustain I by reason of any final judgment enforcing the covenants, conditions, and restrictions referred to in paragraph(s) 4 and 5 of Schedule B, based upon a claim that the use and maintenance of the easement referred to Schedule A, for the purposes for which it was granted, violates said covenants, conditions and restrictions. No coverage is provided under this endorsement as to any covenant, condition, restriction or other provision relating to environmental protection. The total liability of the Company under said policy and any endorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This endorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. CHICAGO TITLE INSURANCE COMPANY /ürized Signatory Note: This endorsement shall not be valid or binding until countersigned by an authorized signatory ENDORSEMENT 100.6(modified) 06/08/89 MODEND1-06/09/89 .,..-:•,...r..1,..2e,P? s..,.. , . .I: . '. . •' " , ' ". ' " , ' " . .,_ .'7' ' • 1::_ii; . :'':''''../1 i•,-,.- .! 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