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CONTRACT 3336 Leasing Agreement3.x'36 LEASE BETWEEN THE CITY OF EL SEGUNDO AND THE AEROSPACE CORPORATION THIS LEASE ( "Agreement ") is made and executed as of this 4th day of May 2004, between CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY "), and THE AEROSPACE CORPORATION, a California nonprofit corporation ( "TENANT ") 1. RECITALS. This Agreement is made with reference to the following facts and objectives: A. CITY owns that certain real property, as more particularly identified in attached Exhibit "A" which is incorporated by reference ( "Property "). B. On April 2, 2002, CITY adopted Resolution No. 2554 ( "Resolution ") approving: (i) a Negative Declaration of Environmental Impacts for Environmental Assessment No. 617 submitted by TENANT; and (ii) an amendment to the General Plan designation and the 124th Street Specific Plan zoning for TENANT's property located at 401 North Aviation Boulevard, El Segundo, California ( "Tenant's Property ") to allow parking as an additional permitted use. C. Condition of Approval #11 to the Resolution requires TENANT to enter into a lease with CITY to allow the use of the Property for parking purposes. In partial consideration of this Agreement, TENANT is granting to CITY a 20 -foot nonexclusive easement ( "Easement ") over Tenant's Property in satisfaction of Condition of Approval #10 to the Resolution, among other things. D. CITY agrees to lease the Property to TENANT and TENANT seeks to use the Property upon the terms and conditions stated herein. 2. LEASE; DESCRIPTION OF PROPERTY. CITY leases the Property to TENANT on the terms and conditions set forth below. 1 of 10 40706628.4 3. POSSESSORY INTEREST TAXES. TENANT is informed by CITY pursuant to Cal. Rev. & Tax. Code § 107.6 that its property interest in the Property may be subject to property taxation if created and that TENANT may be subject to the payment of property taxes levied on its interest. TENANT may not deduct such amount from payments of Rent (as defined below) to CITY. 4. LIMITATIONS ON USE. A. It is expressly agreed that the Property is leased to TENANT solely and exclusively for the purposes of parking and any ancillary use. Any additional use is subject to CITY's prior approval. B. TENANT accepts the Property "as is "; CITY does not have any obligation to repair, improve, or otherwise incur any expense with regard to improving the Property unless otherwise provided in this Agreement. C. Except as otherwise provided by this Agreement, TENANT, at its own cost, is responsible for upgrading and maintaining the Property. Title to all such improvements at the Property will vest in CITY and must remain on the Property when this Agreement terminates. 5. HAZARDOUS WASTE. CITY has not, nor, to CITY's knowledge, has any third party used, generated, stored, or disposed of, or permitted the use, generation, storage, or disposal of, any hazardous material (as defined below) on, under, or within the Property in violation of any law or regulation. TENANT agrees that it will not use, generate, store, or dispose of any hazardous materials (as defined below) on, under, or within the Property in violation of any law or regulation. TENANT agrees to defend and indemnify CITY, as provided in this Agreement, against any and all losses, liabilities, claims, and/or costs arising from any breach by TENANT of any warranty or agreement contained in this section. As used in this section, "hazardous material" means any substance, chemical, or waste that is identified as hazardous, toxic, or dangerous in any applicable federal, state, or local law or regulation (including petroleum and asbestos). 6. TERM. The initial term of this Agreement will be for ten (10) years, from the date of this Agreement ( "Commencement Date ") until the same date in 2014, unless terminated earlier as provided by this Agreement. 2of10 40706628.4 3336 , 7. OPTION. Subject to the termination requirements below, this Agreement will be automatically renewed two (2) times for ten (10) additional years each, for a total of thirty (30) years. 8. RENT. Rent will be paid by TENANT to CITY on an annual basis beginning on the Commencement Date in the amount of EIGHT THOUSAND SEVEN HUNDRED NINETY FOUR DOLLARS AND FIFTY CENTS ($8,794.50) ( "Rent "), payable five business days from the Commencement Date and annually thereafter. Other than Rent, there must be no other charge or payment due for use of the Property during the entire term of this Agreement. Rent must be payable by TENANT to CITY at an address designated in writing by CITY. 9. SECURITY DEPOSIT. CITY will not require TENANT to submit a security deposit for the Property. 10. IMPROVEMENTS. TENANT may make improvements to the Property as needed and at its own cost, but with CITY's prior approval. 11. SIGNS. TENANT may, at its option, affix signs to the Property in accordance with all applicable laws. 12. UTILITIES. A. Except as provided by this Agreement, TENANT will be responsible directly to the serving entities for all utilities required for TENANT's use of the Property. "Utilities" means electricity, gas, telephone services, trash, and water. B. TENANT agrees to order, obtain, and pay for all utilities and service and installation charges in connection with the development and operation of the Property. 13. HOLDOVER. If TENANT holds possession of the Property after the term of this Agreement expires, with CITY's written consent, TENANT will become a tenant from month -to -month at a rental rate equal to 150% of the Rent. Such tenancy will be subject to all of the terms and conditions of this Agreement. 14. ASSIGNMENT AND SUBLETTING. This Agreement may not be assigned, transferred, or sublet by TENANT, court order, or through any other means without CITY's prior written consent. Any transfer without the CITY's prior written consent will 3of10 40706628.4 3736 _ "-"7 be null and void. Notwithstanding anything to the contrary contained in this Agreement, TENANT may assign TENANT's interest in this Agreement or sublet any part of the Property to the United States Department of the Air Force without the consent of CITY, subject to all terms and conditions of this Agreement. 15. ENTRY BY CITY. CITY's representatives may enter upon the Property at all reasonable times, with TENANT's prior consent, provided that such right will not be exercised in such a manner as to unreasonably interfere with any business conducted by TENANT on the Property, unless otherwise mutually agreed upon. CITY may also make necessary repairs and, in an emergency, take any action needed to protect persons or property. 16. CITY'S LIMITED WARRANTY. CITY warrants that it is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement and perform its terms and conditions and has the legal right, power and authority to grant all of the rights granted herein. 17. TERMINATION. A. CITY may terminate this Agreement at any time with or without cause in writing at least thirty (30) days before the effective termination date. B. TENANT may terminate this Agreement at any time with or without cause in writing at least thirty (30) days before the effective termination date. C. By executing this Agreement, TENANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. D. Upon termination, TENANT will remove all personal property from the Property within thirty (30) days of the effective termination date. The Property will be left in a clean and orderly fashion. 18. CONDEMNATION. If all or part of the Property is acquired by eminent domain or purchase in lieu thereof, TENANT acknowledges that it will have no claim to any compensation awarded for the taking of the Property or any portion thereof or for loss of or damage to TENANT's improvements. 19. RELOCATION BENEFITS. TENANT hereby acknowledges that it has been informed that CITY is a public entity and that the Property has previously been acquired 4 of 10 40706628.4 3336 . . by CITY for a public purpose. TENANT further acknowledges that any rights acquired under this Agreement arose after the date of acquisition of the Property and that said rights are subject to termination when the Property is needed by CITY pursuant to the terms of Section 15 above. TENANT hereby acknowledges that at the time of said termination of this Agreement by CITY, it will not be a "displaced person" entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law. 20. NO PUBLIC PROJECT. All rights given to TENANT pursuant to this Agreement are for TENANT's use of the public property identified herein. Any trespass, use, or other utilization of private property by TENANT is done at its own risk; TENANT is not an agent of CITY and this Agreement is not intended, nor should it be construed, to constitute a public project. 21. INDEMNIFICATION. A. TENANT indemnifies and holds CITY harmless from and against any claims, actions, damages, costs (including, without limitation, reasonable attorney's fees), injuries, or liabilities (collectively, "Claims ") arising out of the negligent or willful acts or omissions of TENANT on the Property, except for CITY's sole active negligence. Should CITY be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of said Claims, TENANT will defend CITY (at CITY's request and with counsel satisfactory to CITY). B. For purposes of this section "CITY" includes CITY's elected and appointed officials, employees, agents, representatives, and volunteers. C. TENANT expressly agrees that if any provision of this hold harmless and indemnification provision is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. E. The requirements as to the types and limits of insurance coverage to be maintained by TENANT, and any approval of said insurance by CITY, are not 5of10 40706628.4 3336 intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by TENANT pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 22. INSURANCE. TENANT will procure and maintain insurance of the type, for the period, with the coverages and limits, and in accordance with the terms, conditions, and requirements that follow: A. TENANT will carry and maintain Commercial General Liability, Broad Form General Liability and Business Automobile Liability insurance that meet or exceed the requirements of the most current State of California approved ISO forms, in connection with TENANT's performance in the amount of not less than $2,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage for each policy coverage. B. Commercial General Liability, Broad Form General Liability and Business Automobile Liability policies required in this Agreement will be endorsed to name CITY, its officials, volunteers, and employees as "additional insureds" under said insurance coverage, to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto, and to state that the policy(ies) will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. TENANT will furnish to CITY a certificate of insurance, in the standard form required by CITY, duly authenticated, evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a 2000 A.M. Best Company Rating of "A:VII." 23. COMPLIANCE WITH LAW. TENANT will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable laws. 6of10 40706628.4 24. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this Agreement will not constitute a waiver of any further breach of the same or other term of this Agreement. 25. QUIET ENJOYMENT. CITY warrants and agrees that TENANT, upon paying the Rent and performing the covenants herein provided, will peaceably and quietly have and enjoy the Property. 26. CONDITION OF PROPERTY UPON TERMINATION. Upon termination of this Agreement for any reason, TENANT will vacate the Property and deliver it to CITY in good order and condition, damage by the elements, earthquake, and ordinary wear and tear excepted. 27. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of TENANT, or a general assignment by TENANT for the benefit of creditors, or any action taken or offered by TENANT under any insolvency or bankruptcy action, will constitute a breach of this Agreement by TENANT, and in such event this Agreement will automatically cease and terminate. 28. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to:: TENANT at: The Aerospace Corporation 2350 East El Segundo Boulevard El Segundo, CA 90245 -4691 Attention: Gordon J. Louttit, Esq. Facsimile: (310) 336 -1303 with a copy to: Manatt, Phelps & Phillips, LLP 11355 West Olympic Boulevard Los Angeles, CA 90064 -1614 Attention: Keith Allen - Niesen, Esq. Facsimile: (310) 312 -4224 7of10 40706628.4 3336•..: CITY at: City Manager City of El Segundo 350 Main Street El Segundo, CA 90245 Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 29. ACCEPTANCE OF FACSIMILE SIGNATURES. The parties agree that agreements ancillary to this Agreement and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 30. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County. 31. PARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding. 32. INTEGRATION. This instrument and its attachments constitute the sole agreement between CITY and TENANT respecting the Property and correctly sets forth the obligations of CITY and TENANT. Any Agreement or representations respecting the Property and its leasing by CITY to TENANT not expressly set forth in this instrument are void. There is one (1) attachment to this Agreement. Condition of Approval #11 to the Resolution has been satisfied by the execution of this Agreement. 33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either party. 34. AUTHORITY /MODIFICATION. The parties represent and warrant that all necessary action has been taken by the parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be 8of10 40706628.4 736 modified by written amendment. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 35. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. 36. MISCELLANEOUS. This Agreement will bind and inure to the benefit of the parties hereto, their heirs and assigns. 37. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, earthquake, explosion, war, acts of terrorism, embargo, civil unrest, government action, civil or military authority, the natural elements, or other similar causes beyond the parties' control, then it will immediately terminate without obligation of either party to the other. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. City of El Segundo, a municipal co oration — X - i. M ry Ktre 0, City Manager ATTEST: ;�yYlGl/YIM Cindy N14rtesen, City Clerk APPR Mark The Aerospace Corporation, a California nonprofit corporation By: Name: ozZ Title: 6's2y ,erg e. 1'e1Y,1 4!F1?- By: _ Name: Title: 9of10 40706628.4 ea Exhibit "A" Property THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7 OF TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES STATE OF CALIFORNIA, AS SHOWN ON THE MAP OF THE SUBDIVISION OF PART OF THE SAUSAL REDONDO RANCHO FILED IN COURT CASE NO. 11629 (CLERKS FILED MAP NUMBER 218) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY BOUNDED BY THE FOLLOWING DESCRIBED LINES: WESTERLY, BY A LINE PARALLEL WITH AND 77.84 FEET WESTERLY OF THE EAST LINE OF SECTION 7; EASTERLY, BY A LINE PARALLEL AND CONCENTRIC WITH AND 30.00 WESTERLY OF THE CENTERLINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY AS DESCRIBED IN DEED FROM B.C. WRIGHT TO REDONDO BEACH RAILWAY COMPANY, RECORDED OCTOBER 31, 1888, IN BOOK 506 PAGE 105 OF DEEDS. SOUTHERLY, BY A LINE WHICH BEARS NORTH 89 °59'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 °04'01" WEST 251.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. NORTHERLY, BY A LINE WHICH BEARS NORTH 89 059'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 004'01" WEST 456.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. 10 of 10 40706628.4 a 1 r a TITLE(S) : FEE CODE 20 3335 . This page is part of your document - DO NOT DISCARD 04- 1649556 RECORDEDIFILED IN OFFICIAL RECORg5 RECORDER'S OFFICE LOS ANGELES COUNTY CALIFORNIA 4:41 PM JUN 28 2004 11111111111.' �h�'INI�I��NI� CODE 19 CODE 9 Assessor's Identification Number (AIN) To be completed by Examiner OR Title Company in black ink D.T.T Number of AIN's Shown A THIS FORM NOT TO BE DUPLICATED A 04 -1649556 Recording requested by and when recorded, mail to: City Clerk City of El Segundo 350 Main Street El Segundo, CA 90245 No fee per Government Code §6103 GRANT OF EASEMENT (To The City of El Segundo) No Documentary Transfer Tax per Revenue Taxation Code § 11922 THIS GRANT OF EASEMENT (this "Agreement "), dated as of May -, 2004, is by and between the city of El Segundo, a general law city and municipal corporation ( "City "), and The Aerospace Corporation, a California nonprofit corporation ( "Grantor "). WHEREAS, City has acquired that certain parcel of real property located in El Segundo, California, for use in connection with the installation and operation of a water well as part of the City's municipal water system, as more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference ( "City Property "); WHEREAS, Grantor is the owner of certain real property located in El Segundo, California, as more particularly described on Exhibit `B" attached hereto and incorporated herein by this reference ( "Grantor Property "). WHEREAS, Grantor acquired the Grantor Property, and City acquired the City Property, from Extra Space of El Segundo LLC, a Nevada limited liability company ( "Extra Space "). Extra Space recorded an Easement and Option Agreement [Access] dated May 4, 2001 ( "Prior Agreement ") and recorded on June 18, 2001 in the Official Records of Los Angeles County, California as Instrument No. 01 1041616. Pursuant to the Prior Agreement, (i) Extra Space purportedly granted an access easement to City burdening the Grantor Property, (ii) City purportedly had the option of requiring the owner of the Grantor Property to purchase the City Property upon the terms set forth therein, and (iii) City purportedly granted Extra Space, and its successors and assigns, a right of first refusal to purchase the City Property and the appurtenant easement in the event that City determines to sell or otherwise divest itself of the City Property upon the terms set forth therein. In order to correct a technical error with the Prior Agreement, Grantor and City desire to replace the Prior Agreement with this Agreement. THEREFORE, for valuable consideration, receipt of which is acknowledged, the parties agree as follows: 40706913.5 1. Easement. Grantor hereby grants to City a nonexclusive access easement upon, in, across, over, and under the real property identified in the attached Exhibit "C ", which is incorporated by reference (the "Easement Property "), for the sole purposes of vehicular access ingress and egress to the City Property, and temporary parking in conjunction therewith, for the sole purpose of the City's use of the City Property for the installation , operation, and maintenance of a water well thereon as part of the City's municipal water system ( "Easement "); provided, however, that City's use of the Easement Property for the purpose of temporary parking shall only affect portions of the Easement Property that are designated for parking by Grantor. The Easement granted herein in an easement in gross. Notwithstanding anything to the contrary in this Agreement, City shall not transfer, sell, assign, mortgage, pledge, hypothecate, or encumber, whether voluntarily, involuntarily, or by operation of law ( "Transfer "), City's interest in the Easement under this Agreement without obtaining Grantor's prior written consent, which consent shall be in Grantor's sole and absolute discretion. Notwithstanding the foregoing, City has the right to Transfer easement rights hereunder to other public utilities for public utility purposes associated with wastewater transportation, treatment and discharge. Grantor shall have the right to relocate the Easement Property; provided that such relocation shall allow the City's reasonable use of the Easement. Grantor intends that this Agreement will fulfill Condition No. 9 of Planning Commission Resolution No. 2554, adopted April 2, 2002. 2. Use of Easement Property. Grantor reserves the right to use the Easement Property for all uses, including, without limitation, parking uses, not unreasonably interfering with the Easement. City acknowledges and agrees that it shall not unreasonably (i) interfere with the use of the Grantor Property by Grantor and/or Grantor's employees, representatives, agents, and invitees, or any other authorized party (collectively, "Grantor Parties "), or (ii) disrupt any existing or future improvements located on the Grantor Property. 3. Indemnification. City shall indemnify and hold Grantor harmless from and against any claims, actions, losses, damages, costs (including, without limitation, reasonable attorney's fees), injuries, or liabilities arising from City's use of the Easement Property and Grantor Property when exercising its rights pursuant to this Grant of Easement except to the extent of Grantor's own active negligence. Should Grantor be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising from City's utilization of this Easement, City will defend Grantor (at Grantor's request and with counsel satisfactory to Grantor). City will further indemnify Grantor for any judgment rendered against it or any sums paid out in settlement or otherwise except to the extent of Grantor's own active negligence. 4. Hazardous/Toxic Waste. Grantor represents, warrants, and covenants to City that Grantor has not used, generated, stored, or disposed of, or permitted the use, generation, storage, or disposal of, any Hazardous Material (as defined below) on, under, or within the Grantor Property in violation of any law or regulation. City represents, warrants, and covenants to Grantor that City and its employees, representatives, agents, contractors, subcontractors, and invitees shall not use, generate, store or dispose of any Hazardous Material on, under, about or within the Grantor Property in violation of any law, ordinance, or regulation. City agrees to defend, indemnify, and hold Grantor harmless against any and all claims, actions, losses, damages, costs (including, without limitation, reasonable attorneys' fees), injuries, or liabilities arising from any breach of any warranty or agreement made by City contained in this Section except to the extent of 40706913.5 2 04 1649556 336 Grantor's own breach of warranty or agreement contained in this Section. As used in this Section, "Hazardous Material" means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 5. Insurance. A. Grantor understands and acknowledges that City is a public entity and a member of the Independent Cities Risk Management Association, pursuant to a joint powers agreement ( "JP Agreement "), and the limits of liability under said JP Agreement is $10,000,000. City is obligated to pay the first $500,000 of any claim. Grantor agrees that City meets Grantor's insurance requirements. B. City agrees to name Grantor as additionally insured on said insurance policy or policies and, prior to any entry upon the Grantor Property, will provide to Grantor a certificate or certificates of insurance as proof of coverage with a written "Notification of Cancellation" period of not less than thirty (30) days. 6. Prior Agreement. The Prior Agreement is hereby terminated and of no further force or effect. 7. City's Put Option. A. Put Option. Grantor hereby grants to City the option to require Grantor, or its successors or assigns of the Grantor Property, to purchase the City Property ( "Put Option "). This Put Option shall not be an individual obligation of Grantor but shall be an exclusive obligation of the fee owner of the Grantor Property at the time that the Put Option is exercised by City. B. Exercise of Put Option. City's Put Option shall be exercisable by City only by written notice of exercise delivered to Grantor at the address set forth herein (or to any future record owner at the time the notice is sent, at the address to which property tax notices are sent by the Los Angeles County Assessor). C. Purchase Price; Closing Title. The purchase price for the City Property under this Put Option shall be the sum of $100,000.00. Closing of the transfer of the City Property ( "Closing ") shall occur within ninety (90) days of the date that City timely exercises its Put Option. At Closing, City shall deliver to Grantor a grant deed conveying marketable, fee title to the City Property, free and clear of all liens, encumbrances, and restrictions, except for matters of record existing as of the date that City acquired the City Property from Extra Space. City shall pay the full cost of a standard owner's policy of title insurance. The parties shall each be responsible for one -half of all of their own costs, expenses and attorney's fees incurred. D. Possession. After Closing and within ten (10) days after written request from Grantor, City shall remove all of the fences and other above - ground improvements from City Property; provided that City shall have no responsibility 04 1649556 40706913.5 337j'6 to cap or close any well on City Property. Nevertheless, City shall reimburse Grantor upon demand for all costs incurred by Grantor in capping or closing any well on the City Property in accordance with all applicable state and federal laws. E. Termination of Easement. Upon the Closing, the Easement shall automatically terminate and be of no further force or effect without any further action on the part of Grantor or City; provided, however, that City's indemnity obligations under Section 3 above shall survive any such termination. 8. Grantor's Right of First Refusal. A. Right of First Refusal. City hereby grants to Grantor, its successors and assigns, and to the owners and successors in interest of the Grantor Property, a right of first refusal to purchase the City Property in the event that City determines to sell or otherwise divest itself of the City Property for any reason ( "Right of Refusal "). B. Exercise of Option. City shall deliver advance written notice of its intent to sell or divest itself of the City Property, including all material terms thereof, to Grantor at the address set forth below (or to any future record owner at the time the notice is sent, at the address to which property tax notices are sent by the Los Angeles County Assessor). Grantor shall have forty -five (45) days from receipt of such written notice by City to provide written notice to City of Grantor's exercise of the Right of Refusal to acquire the City Property. If Grantor does not exercise its Right of Refusal within such period, City may proceed to close the sale or divestiture of the City Property as described in its initial notice within one hundred eighty (180) days after such initial notice by City to Grantor. If City changes any material terms of the sale or divestiture after the initial notice by City to Grantor, or if the sale or divestiture is not closed within such one hundred eighty (180) days, then a supplemental notice of intent from City shall be required and Grantor shall have a renewed Right of Refusal for the proposed sale or other divestiture. C. Purchase Price; Closing_ Title. If Grantor timely exercises its Right of Refusal, the purchase price for the City Property shall be the lesser of: the proposed sales price or the sum of $100,000.00. Closing of the transfer of the City Property to Grantor shall occur within ninety (90) days of the date that Grantor exercises its Right of Refusal. At Closing, City shall deliver to Grantor a grant deed conveying marketable, fee title to the City Property, free and clear of all liens, encumbrances, and restrictions, and with zoning the same as that of the Grantor Property, except for matters of record existing as of the date that City acquired the City Property from Extra Space. City shall pay the full cost of a standard owner's policy of title insurance. The parties shall each be responsible for one -half of all other closing costs and for all of their own costs, expenses and attorney's fees incurred subject only to the matters of record existing as of the date that City acquired the City Property from Extra Space. 04 1649556 40706913.5 4 3 � "J . . D. Possession. After Closing and within the ten (10) days after written request from Grantor, City shall remove all of the fences and other improvements from the City Property; provided that City shall have no responsibility to cap or close any well on the City Property. Nevertheless, City shall reimburse Grantor upon demand for all costs incurred by Grantor in capping or closing any well on the City Property in accordance with all applicable state and federal laws. E. Termination of Easement. Upon the Closing, the Easement shall automatically terminate and be of no further force or effect without any further action on the part of Grantor or City; provided, however, that City's indemnity obligations under Section 3 above shall survive any such termination. 9. Limited Representations and Warranties. City represents and warrants to Grantor that it 'is the owner of the City Property and is authorized to enter into this Agreement, and that the Right of Refusal granted herein is free and clear of all liens, encumbrances, and restrictions. 10. Notices. All notices or other communications provided herein shall be in writing and shall be effective upon (i) personal delivery to any party hereto, as the case may be, (ii) facsimile transmission with a hard copy deposited in overnight mail, (iii) one (1) business day after deposit with an overnight courier service (i.e., Federal Express), or (iv) when received if deposited in the United States mail, certified, postage fully pre -paid and addressed to the respective parties as follows: To Aerospace: The Aerospace Corporation 2350 East El Segundo Boulevard El Segundo, CA 90245 -4691 Attention: Gordon J. Louttit, Esq. Telephone: (310) 336 -2528 Facsimile No.: (310) 336 -1303 with a copy to: Manatt, Phelps & Phillips, LLP 11355 West Olympic Boulevard Los Angeles, CA 90064 -1614 Attention: Keith Allen - Niesen, Esq. Telephone: (310) 312 -4105 Facsimile No.: (310) 914 -5780 To City: City Manager City of El Segundo 350 Main Street El Segundo, California 90245 Telephone: (310) 524 -2301 Facsimile No.: (310) 322 -7137 11. Binding upon Successors. Subject to restrictions upon City's right to Transfer the Easement, Grantor and City agree that this Agreement will be binding upon the parties and their 04 1649556 40706913.5 3336 respective successors and assigns. This is the entire agreement between the parties and will not be modified except by written instrument signed by all the parties. 12. Authority. Grantor expressly warrants and represents that it has the power to grant the Easement in accordance with the terms set forth herein. 13. Governing Law. This Agreement was drafted in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County. 14. Counterparts. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. The parties enter into this Agreement as of the date first written above. "GRANTOR ": The Aerospace Corporation, a California nonpro 't corporation J04C a,, ) Or' .4 "CITY ": City of El Segundo, a California municipal corporation By: Name: Mary ' renn Title: City Manager 04 1649556 40706913.5 6 AN mrnQU1A Al I .PURPOSE ACKNOWLEDGMENT State of California A ss. S A County of U irs 3336 - . ..% On 5 -( 3- ID 4 before me, / I& 8 a (I &4—" u b d ro -a-h A Date Name and Title of Officer (e.g., Jane Doe, Notary Public") personally appeared Name(s) of Signers) personally known to me roved to me on the basis of satisfactory evidence to be the persons} whose name(s1 is /aFe- . „_�.H subscribed to the within instrument and LINDA CATHY DOMANN acknowledged to me that he'she't y executed Cartmisslon #1276,2Q5 the same in his /her/tfTer - authorized Notcry PubrK: - Cammta f capacity(ie , and that by his /l4er4h it Loa Angelm my comm. County pq. e res�P9 signature(#on the instrument the person(s ,-or 2D04 the entity upon behalf of which the person(s)- acted, executed the instrument. WITNESS my hind and official seal. Place Notary Seal Above Signature of Not ry Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: I Individual Top of thumb here E! Corporate Officer — Title(s): El Partner — ❑ Limited ❑ General El Attorney in Fact ❑ Trustee D Guardian or Conservator C Other: Signer Is Representing: O 1999 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313 -2402 - w .natuonainorary.org raw. 04 1649556 3336 May 20, 2004 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) On May 13, 2004, before Cathy Domann, Deputy City Clerk, personally appeared Mary Strenn, City Manager of the City of El Segundo, personally known to me to be the person whose name is subscribed to on the within instrument, and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or entity upon behalf of which the persons acted, executed the instrument. Witness my hand and Official Seal Cathy Domann, Deputy City Clerk C:forms \certsig O4 1649556 3336 ACCEPTANCE OF EASEMENT by \0 CITY OF EL SEGUNDO This is to certify that the interest in real property conveyed by the deed or grant dated May 4, 2004 from AprnspactO the city of El Segundo, a general law city and municipal corporation, is accepted by the undersigned officer on behalf of the City pursuant to authority conferred by City Council Resolution No. 4255 adopted on April 2, 2002 and the City consents to recordation thereof by its duly authorized officer. � Mar trenn, City Manager ATTEST: ' c Cindy Mor sen, City Clerk 901 city Karl H. Berger, Assistant City A 40706913.5 7 May 13, 2004 Date 04 1649556 Exhibit "A" City Property THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7 OF TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES STATE OF CALIFORNIA, AS SHOWN ON THE MAP OF THE SUBDIVISION OF PART OF THE SAUSAL REDONDO RANCHO FILED IN COURT CASE NO. 11629 (CLERKS FILED MAP NUMBER 218) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY BOUNDED BY THE FOLLOWING DESCRIBED LINES: WESTERLY, BY A LINE PARALLEL WITH AND 77.84 FEET WESTERLY OF THE EAST LINE OF SECTION 7; EASTERLY, BY A LINE PARALLEL AND CONCENTRIC WITH AND 30.00 WESTERLY OF THE CENTERLINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY AS DESCRIBED IN DEED FROM B.C. WRIGHT TO REDONDO BEACH RAILWAY COMPANY, RECORDED OCTOBER 31, 1888, IN BOOK 506 PAGE 105 OF DEEDS. SOUTHERLY, BY A LINE WHICH BEARS NORTH 89 °59'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 °04'01" WEST 251.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. NORTHERLY, BY A LINE WHICH BEARS NORTH 89 °59'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 °04'01" WEST 456.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. 04 1649556 40706913.5 A -1 Exhibit cc B » Grantor Property THE LAND REFERRED TO IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7 OF TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, AS SHOWN ON THE MAP OF THE SUBDIVISION OF A PART OF THE SAUSAL REDONDO RANCHO FILED IN COURT CASE NO. 11629 (CLERKS FILED MAP NUMBER 218) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED BY THE FOLLOWING DESCRIBED LINES: WESTERLY, BY A LINE PARALLEL WITH AND 129.60 FEET WESTERLY OF THE EAST LINE OF SAID SECTION 7; EASTERLY, BY A LINE PARALLEL AND CONCENTRIC WITH AND 30.00 FEET WESTERLY OF THE CENTERLINE OF THE ATCHISON, TOPEKA, AND SANTA FE RAILROAD RIGHT OF WAY AS DESCRIBED IN DEED FROM B.C. WRIGHT TO REDONDO BEACH RAILWAY COMPANY, RECORDED OCTOBER 31, 1888 IN BOOK 506 PAGE 105 OF DEEDS; SOUTHERLY, BY THE SOUTH LINE OF SAID SECTION 7; AND NORTHERLY, BY A LINE PARALLEL WITH AND 30.00 FEET NORTHERLY FROM A LINE WHICH BEARS AT RIGHT ANGLES TO SAID RAILROAD CENTERLINE AND WHICH PASSES THROUGH STATION 212 +29.0 AS SAID STATIONING IS DESCRIBED IN SAID DEED. EXCEPT THEREFROM THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7 OF TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, AS SHOWN ON THE MAP OF THE SUBDIVISION OF PART OF THE SAUSAL REDONDO RANCHO FILED IN COURT CASE NO. 11629 (CLERKS FILED MAP NUMBER 218), IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BY THE FOLLOWING DESCRIBED LINES: WESTERLY BY A LINE PARALLEL WITH AND 77.84 FEET WESTERLY OF THE EAST LINE OF SECTION 7. EASTERLY BY A LINE PARALLEL AND CONCENTRIC WITH AND 30.00 WESTERLY OF THE CENTERLINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY AS DESCRIBED IN DEED FROM B.C. WRIGHT TO REDONDO BEACH RAILWAY COMPANY, RECORDED OCTOBER 31, 1888 IN BOOK 506 PAGE 105 OF DEEDS. 04 1sd9556 40706913.5 B -1 356 • . ,�f SOUTHERLY BY A LINE WHICH BEARS NORTH 89059'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 004'01" WEST 251.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. NORTHERLY BY A LINE WHICH BEARS NORTH 89 059'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 004'01" WEST 456.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. EXCEPT ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS IN AND UNDER SAID LAND, WITH RIGHT OF REMOVAL THEREOF BY WHIPSTOCKING, SLANT DRILLING, OR OTHER MEANS NOT REQUIRING ENTRY FROM THE SURFACE OF SAID LAND, AS RESERVED IN DEED RECORDED IN BOOK 19392 PAGE 359 OF OFFICIAL RECORDS AND FILED AUGUST 8, 1942 AS INSTRUMENT NO. 11798 - K TORRENS. ALSO EXCEPT ALL COAL, OIL, GAS CASINGHEAD GAS AND ALL ORES AND MINERALS OF EVERY KIND AND NATURE, AND ALL WATER, UNDERLYING THE SURFACE OF THE PREMISES, EXCEPT WITH NO RIGHT OF ENTRY ONTO THE SURFACE, OR ABOVE A DEPTH OF 500 FEET BELOW THE SURFACE, OF THE PREMISES, EXCEPT AS LIMITED SURFACE ENTRY IS PERMITTED (AND ONLY TO THE EXTENT OF SUCH PERMISSION) TO SANTA FE ENERGY COMPANY, OR ITS ASSIGNEES OR LICENSEES, UNDER THE TERMS OF THE LEASE OPTION AGREEMENT BETWEEN THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY AND SANTA FE ENERGY COMPANY, DATED SEPTEMBER 30, 1987, AS RESERVED IN DEED RECORDED NOVEMBER 5, 1998 AS INSTRUMENT NO. 98- 2029902. ANY SURFACE RIGHTS UNDER THE LEASE OPTION WERE QUITCLAIMED BY INSTRUMENT RECORDED NOVEMBER 24, 1998 AS INSTRUMENT NO. 98-2156808. SAID DESCRIPTION AS SET OUT IN LOT LINE ADJUSTMENT RECORDED OCTOBER 27, 1998 AS INSTRUMENT NO. 98-1966418 OFFICIAL RECORDS. Od 1649556 40706913.5 B -2 Exhibit "C" Easement Property THE LAND REFERRED TO IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7 OF TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, AS SHOWN ON THE MAP OF THE SUBDIVISION OF A PART OF THE SAUSAL REDONDO RANCHO FILED IN COURT CASE NO. 11629 (CLERKS FILED MAP NUMBER 218) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED BY THE FOLLOWING DESCRIBED LINES: WESTERLY, BY A LINE PARALLEL WITH AND 129.60 FEET WESTERLY OF THE EAST LINE OF SAID SECTION 7; EASTERLY, BY A LINE PARALLEL AND CONCENTRIC WITH AND 30.00 FEET WESTERLY OF THE CENTERLINE OF THE ATCHISON, TOPEKA, AND SANTA FE RAILROAD RIGHT OF WAY AS DESCRIBED IN DEED FROM B.C. WRIGHT TO REDONDO BEACH RAILWAY COMPANY, RECORDED OCTOBER 31, 1888 IN BOOK 506 PAGE 105 OF DEEDS; SOUTHERLY, BY THE SOUTH LINE OF SAID SECTION 7; AND NORTHERLY, BY A LINE PARALLEL WITH AND 30.00 FEET NORTHERLY FROM A LINE WHICH BEARS AT RIGHT ANGLES TO SAID RAILROAD CENTERLINE AND WHICH PASSES THROUGH STATION 212 +29.0 AS SAID STATIONING IS DESCRIBED IN SAID DEED. EXCEPT THEREFROM THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7 OF TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, AS SHOWN ON THE MAP OF THE SUBDIVISION OF PART OF THE SAUSAL REDONDO RANCHO FILED IN COURT CASE NO. 11629 (CLERKS FILED MAP NUMBER 218), IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BY THE FOLLOWING DESCRIBED LINES: WESTERLY BY A LINE PARALLEL WITH AND 77.84 FEET WESTERLY OF THE EAST LINE OF SECTION 7. EASTERLY BY A LINE PARALLEL AND CONCENTRIC WITH AND 30.00 WESTERLY OF THE CENTERLINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY AS DESCRIBED IN DEED FROM B.C. WRIGHT TO REDONDO BEACH RAILWAY COMPANY, RECORDED OCTOBER 31, 1888 IN BOOK 506 PAGE 105 OF DEEDS. 04 1649556 40706913.5 C -1 SOUTHERLY BY A LINE WHICH BEARS NORTH 89 °59'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SOECJTT�IO�NAS ICIORNER OTHEREON AID SECOTION 0004'01" WEST 251.00 FEET FROM THE NORTHERLY BY A LINE WHICH BEARS NORTH 89 °59'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SOEUTHEAST CIORNER OTHEREON AID SECOTION 0004'01" WEST 456.00 FEET FROM T EXCEPT ALL OIL, GAS AND H RIGHT OF REMOVAL THEREOF BYIWHIPSTOCKING UNDER SAID LAND, WITH , SLANT DRILLING, OR OTHER MEANS NOT REQUIRING ENTRY FROM THE SURFACE OF SAID LAND, AS RESERVED REDED AUGUST 89 CRDED IN BOOK 19392 INSTRUMENT NO 11798- 359 OF OFFICIAL RECORDS AND K TORRENS. ALSO EXCEPT ALL COAL, OIL, GAS CASINGHEAD GAS AND ALL ORES AND MINERALS OF EVERY KIND AND NATURE, AND ALL WATER, UNDERLYING THE SURFACE OF THE PREMISES, EXCEPT WITH NO RIGHT OF ENTRY ONTO THE SURFACE, OR ABOVE A DEPTH OF 500 FEET BELOW THE SURFACE, OF THE PREMISES, EXCEPT AS LIMITED SURFACE ENTRY IS PERMITTED (AND ONLY TO THE EXTENT OF SUCH PERMISSION) TO SANTA FE ENERGY COMPANY, OR ITS ASSIGNEES OR LICENSEES, UNDER THE TERMS OF THE LEASE OPTION AGREEMENT BETWEEN THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY AND SANTA FE ENERGY COMPANY, DATED SEPTEMBER 30, 1987, AS RESERVED IN DEED RECORDED NOVEMBER 5, 1998 AS INSTRUMENT NO. 98- 2029902. ANY SURFACE RIGHTS UNDER THE LEAS 24,E 998 AS INSTRUMENT NO. QUITCLAIMED B6 INSTRUMENT RECORDED 08. SAID DESCRIPTION AS SET OUT IN LOT LINE ADJUSTMENT RECORDED OCTOBER 27, 1998 AS INSTRUMENT NO. 98-1966418 OFFICIAL RECORDS. 04 1649556 40706913.5 C-2 r AL This page is part of your document - DO NOT DISCARD 04.1649555 :COR�I�RDERSFOFFICE t�urtua LOS ANGELES COUNTY CALIFORNIA' 4:41 PM JUN 28 2004 TITLE(S) : III�NVGIV S HIIET FEE CODE 20 CODE 19 CODE 9 Assessor's Identification Number (AIN) To be completed by Examiner OR Title Company in black ink. A THIS FORM NOT TO BE DUPLICATED D.T.T Number of AIN's Shown 04.1655'5 Recording requested by and when recorded, mail to: City Clerk City of El Segundo 350 Main Street El Segundo, CA 90245 No fee per Government Code §6103 GRANT OF EASEMENT (To The City of El Segundo) No Documentary Transfer Tax per Revenue Taxation Code § 11922 WHEREAS, the city of El Segundo, a general law city and municipal corporation ( "City "), has acquired that certain parcel of real property located in El Segundo, California, for use in connection with the installation and operation of a water well as part of the City's municipal water system, as more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference ( "City Property "), which property shall become the benefited estate under this Grant of Easement; WHEREAS, The Aerospace Corporation, a California nonprofit corporation ( "Grantor "), is the owner of certain real property located in El Segundo, California, as more particularly described on Exhibit `B" attached hereto and incorporated herein by this reference ( "Grantor Property "), which property shall become the burdened estate under this Grant of Easement. THEREFORE, for valuable consideration, receipt of which is acknowledged, the parties agree as follows: 1. Easement. Grantor hereby grants to the City a perpetual, nonexclusive 20 -foot wide easement for the sole purposes of construction, installation and maintenance of subterranean sewer, water, and storm drain facilities and access ingress and egress thereto ( "Easement ") upon, in, across, over, and under the real property identified in the attached Exhibit "C ", which is incorporated by reference (the "Easement Property "). The Easement, as granted herein, shall burden the Grantor Property, and shall be for the benefit of and appurtenant to the City Property. Grantor includes, as part of the Easement burdening the Grantor Property, the right to transfer and convey easement rights to other public utilities for public utility purposes associated with wastewater transportation, treatment and discharge. 2. Use of Easement Property. Grantor reserves the right to use the Easement Property for all uses, including, without limitation, parking uses, not unreasonably interfering with the Easement. City acknowledges and agrees that is shall not unreasonably (i) interfere with the use of the 40700962.4 I/ 3336 Grantor Property by Grantor and/or Grantor's employees, representatives, agents, and invitees, or any other authorized party (collectively, "Grantor Parties "), or (ii) disrupt any existing or future improvements located on the Grantor Property. Notwithstanding the foregoing, if any work necessary to the installation, construction or maintenance of City's sewer, water, and storm drain facilities will interfere with the use of the Grantor Property by Grantor and/or Grantor Parties and/or disrupt any existing or future improvements on the Grantor Property, then City must deliver to Grantor thirty (30) days prior, written notice thereof. Upon Grantor's receipt of such notice, the parties agree to coordinate a reasonable schedule of work to be completed so as to lessen any adverse impact on the use of the Grantor Property by Grantor and/or Grantor Parties or any existing or future improvements located on the Grantor Property. 3. Indemnification. City shall indemnify and hold Grantor harmless from and against any claims, actions, losses, damages, costs (including, without limitation, reasonable attorney's fees), injuries, or liabilities arising from City's use of the Easement Property and Grantor Property when exercising its rights pursuant to this Grant of Easement except to the extent of Grantor's own gross negligence. Should Grantor be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising from City's utilization of this Easement, City will defend Grantor (at Grantor's request and with counsel satisfactory to Grantor). City will further indemnify Grantor for any judgment rendered against it or any sums paid out in settlement or otherwise except to the extent of Grantor's own gross negligence. 4. Hazardous/Toxic Waste. City represents, warrants and covenants to Grantor that City and its employees, representatives, agents, contractors, subcontractors, and invitees shall not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within the Grantor Property in violation of any law, ordinance, or regulation. City agrees to defend, indemnify, and hold Grantor harmless against any and all claims, actions, losses, damages, costs (including, without limitation, reasonable attorneys' fees), injuries, or liabilities arising from any breach of any warranty or agreement contained in this Section. As used in this Section, "Hazardous Material" means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 5. Insurance. City shall maintain commercially reasonable general liability insurance coverage for its activities on and use of the Grantor Property, and such coverage shall name Grantor as an additional insured. Any party performing any work on behalf of City with respect to the Easement shall maintain commercially reasonable general liability insurance coverage, and such coverage shall name Grantor as an additional insured. City shall provide to Grantor certificates of insurance evidencing the coverage described herein prior to any entry upon the Grantor Property. All certificates of insurance shall provide at least thirty (30) days advance written notice of cancellation or termination to Grantor. 6. Notices. All notices or other communications provided herein shall be in writing and shall be effective upon (i) personal delivery to any party hereto, as the case may be, (ii) facsimile transmission with a hard copy deposited in overnight mail, (iii) one (1) business day after deposit with an overnight courier service (i.e., Federal Express), or (iv) when received if deposited in the 04 164(1)555 407009624 B -2 3.36 . United States mail, certified, postage fully pre -paid and addressed to the respective parties as follows: To Aerospace: The Aerospace Corporation 2350 East El Segundo Boulevard El Segundo, CA 9024 -4691 Attention: Gordon J. Louttit, Esq. Telephone: (310) 336 -2528 Facsimile No.: (310) 336 -1303 with a copy to: Manatt, Phelps & Phillips, LLP 11355 West Olympic Boulevard Los Angeles, CA 90064 -1614 Attention: Keith Allen- Niesen, Esq. Telephone: (310) 312 -4105 Facsimile No.: (310) 914 -5780 To City: City Manager City of El Segundo 350 Main Street El Segundo, California 90245 Telephone: (310) 524 -2301 Facsimile No.: (310) 322 -7137 7. Binding upon Successors. All terms and conditions in this easement will be binding upon the parties, their successors, and assigns. The benefits and burdens herein are intended to and will run with the land. This is the entire agreement between the parties and will not be modified except by written instrument signed by all the parties. 8. Authority. Grantor expressly warrants and represents that it has the power to grant this Easement in accordance with its terms. 9. Governing Law. This document was drafted in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this document will be in Los Angeles County. 04 1649555 40700962.4 B -3 336 10. Counterparts. This document may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. Executed this 13-0' day of May, 2004. "GRANTOR ": The Aerospace Corporation, a Californian nprofit orporation By: Name: Title: Ion The Aerospace Corporation "CITY ": City of El Segundo, a California municipal corporation r By: Name: May renn Title: Ci tT Mnngger 04 164D5 5 40700962.4 B-4 3 3 6 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California 1,05 A n q d,0 ss. County of 5 On 5 — 13 — 0 4 before me, L 16* Ca :kq ''KCh Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared 5 c �0 � Name(s) of Signer(s) f - personally known to me f- 7$roved to me on the basis of satisfactory evidence to be the person(( whose names} is /are .1161.4t­ subscribed to the within instrument and t;47 LINDA CATHY DOMANN Commission #1276205 acknowledged to me that he /st►� executed r Notary Pu�+Gr_ - California the same in his Aterf teir authorized Z ✓ f capacity(fes}, and that by his /"�� Ifr t County e;psigna ture( -sj-on the instrument the person(s , or the entity upon behalf of which the person(5l acted, executed the instrument. WITNESS m` hand and official seal. Place Notary Seal Above Signature of ary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: , L,l Individual Top of thumb here ❑ Corporate Officer — Title(s): Ci Partner — ❑ Limited ❑ General C, Attorney in Fact Trustee L-1 Guardian or Conservator ❑ Other: Signer Is Representing: © 1999 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313 -2402 - www.nationalnotary.org vroo. ry oaw r,o­ . I... ..... — . �. - 04 1649555 3336 May 20, 2004 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) On May 13, 2004, before Cathy Domann, Deputy City Clerk, personally appeared Mary Strenn, City Manager of the City of El Segundo, personally known to me to be the person whose name is subscribed to on the within instrument, and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or entity upon behalf of which the persons acted, executed the instrument. Witness my hand and Official Seal V�- A wv^ Cathy Domann, Deputy City Clerk C:forms \certsig 04 1640555 .' 3j36 . ACCEPTANCE OF EASEMENT by CITY OF EL SEGUNDO This is to certify that the interest in real property conveyed by the deed or grant dated May 4, 2004 fromAerospaceto the city of El Segundo, a general law city and municipal corporation, is accepted by the undersigned officer on behalf of the City pursuant to authority conferred by City Council Resolution No. 4255 adopted on April 2, 200? and the City consents to recordation thereof by its duly authorized officer. e ary Stif n, City Manager ATTEST: Cindy Nqortesen, City Clerk APPRO Mark 5 Karl H. Berger, Assistant City 40700962.4 5 May 13, 2004 Date 04 16dDJJj 5J 36 . Exhibit "A" City Property THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7 OF TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES STATE OF CALIFORNIA, AS SHOWN ON THE MAP OF THE SUBDIVISION OF PART OF THE SAUSAL REDONDO RANCHO FILED IN COURT CASE NO. 11629 (CLERKS FILED MAP NUMBER 218) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY BOUNDED BY THE FOLLOWING DESCRIBED LINES: WESTERLY, BY A LINE PARALLEL WITH AND 77.84 FEET WESTERLY OF THE EAST LINE OF SECTION 7; EASTERLY, BY A LINE PARALLEL AND CONCENTRIC WITH AND 30.00 WESTERLY OF THE CENTERLINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY AS DESCRIBED IN DEED FROM B.C. WRIGHT TO REDONDO BEACH RAILWAY COMPANY, RECORDED OCTOBER 31, 1888, IN BOOK 506 PAGE 105 OF DEEDS. SOUTHERLY, BY A LINE WHICH BEARS NORTH 89 °59'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 °04'01" WEST 251.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. NORTHERLY, BY A LINE WHICH BEARS NORTH 89 °59'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 °04'01" WEST 456.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. 04 1649555 40700962.4 A -1 Exhibit `B" Grantor Property THE LAND REFERRED TO IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7 OF TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, AS SHOWN ON THE MAP OF THE SUBDIVISION OF A PART OF THE SAUSAL REDONDO RANCHO FILED IN COURT CASE NO. 11629 (CLERKS FILED MAP NUMBER 218) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED BY THE FOLLOWING DESCRIBED LINES: WESTERLY, BY A LINE PARALLEL WITH AND 129.60 FEET WESTERLY OF THE EAST LINE OF SAID SECTION 7; EASTERLY, BY A LINE PARALLEL AND CONCENTRIC WITH AND 30.00 FEET WESTERLY OF THE CENTERLINE OF THE ATCHISON, TOPEKA, AND SANTA FE RAILROAD RIGHT OF WAY AS DESCRIBED IN DEED FROM B.C. WRIGHT TO REDONDO BEACH RAILWAY COMPANY, RECORDED OCTOBER 31, 1888 IN BOOK 506 PAGE 105 OF DEEDS; SOUTHERLY, BY THE SOUTH LINE OF SAID SECTION 7; AND NORTHERLY, BY A LINE PARALLEL WITH AND 30.00 FEET NORTHERLY FROM A LINE WHICH BEARS AT RIGHT ANGLES TO SAID RAILROAD CENTERLINE AND WHICH PASSES THROUGH STATION 212 +29.0 AS SAID STATIONING IS DESCRIBED IN SAID DEED. EXCEPT THEREFROM THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7 OF TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, AS SHOWN ON THE MAP OF THE SUBDIVISION OF PART OF THE SAUSAL REDONDO RANCHO FILED IN COURT CASE NO. 11629 (CLERKS FILED MAP NUMBER 218), IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BY THE FOLLOWING DESCRIBED LINES: WESTERLY BY A LINE PARALLEL WITH AND 77.84 FEET WESTERLY OF THE EAST LINE OF SECTION 7. EASTERLY BY A LINE PARALLEL AND CONCENTRIC WITH AND 30.00 WESTERLY OF THE CENTERLINE OF THE ATCHISON, TOPEKA AND SANTA lE RAILROAD RIGHT OF WAY AS DESCRIBED IN DEED FROM B.C. WRIGHT TO REDONDO BEACH RAILWAY COMPANY, RECORDED OCTOBER 31, 1888 IN BOOK 506 PAGE 105 OF DEEDS. Od 16d9 5 J 40700962.4 B-1 .�3 . u SOUTHERLY BY A LINE WHICH BEARS NORTH 89 059'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 004'01" WEST 251.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. NORTHERLY BY A LINE WHICH BEARS NORTH 89 059'27" WEST FROM A POINT IN THE EASTERLY LINE OF SAID SECTION 7, DISTANT THEREON NORTH 0 004'01" WEST 456.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION. EXCEPT ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS IN AND UNDER SAID LAND, WITH RIGHT OF REMOVAL THEREOF BY WHIPSTOCKING, SLANT DRILLING, OR OTHER MEANS NOT REQUIRING ENTRY FROM THE SURFACE OF SAID LAND, AS RESERVED IN DEED RECORDED IN BOOK 19392 PAGE 359 OF OFFICIAL RECORDS AND FILED AUGUST 8, 1942 AS INSTRUMENT NO. 11798 - K TORRENS. ALSO EXCEPT ALL COAL, OIL, GAS CASINGHEAD GAS AND ALL ORES AND MINERALS OF EVERY KIND AND NATURE, AND ALL WATER, UNDERLYING THE SURFACE OF THE PREMISES, EXCEPT WITH NO RIGHT OF ENTRY ONTO THE SURFACE, OR ABOVE A DEPTH OF 500 FEET BELOW THE SURFACE, OF THE PREMISES, EXCEPT AS LIMITED SURFACE ENTRY IS PERMITTED (AND ONLY TO THE EXTENT OF SUCH PERMISSION) TO SANTA FE ENERGY COMPANY, OR ITS ASSIGNEES OR LICENSEES, UNDER THE TERMS OF THE LEASE OPTION AGREEMENT BETWEEN THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY AND SANTA FE ENERGY COMPANY, DATED SEPTEMBER 30, 1987, AS RESERVED IN DEED RECORDED NOVEMBER 5, 1998 AS INSTRUMENT NO. 98- 2029902. ANY SURFACE RIGHTS UNDER THE LEASE OPTION WERE QUITCLAIMED BY INSTRUMENT RECORDED NOVEMBER 24, 1998 AS INSTRUMENT NO. 98- 2156808. SAID DESCRIPTION AS SET OUT IN LOT LINE ADJUSTMENT RECORDED OCTOBER 27, 1998 AS INSTRUMENT NO. 98- 1966418 OFFICIAL RECORDS. 04 16d9555 40700962.4 B -2 EXHIBIT C 3J36 n 1 LEGAL DESCRIPTION 2 10' WIDE WATER LINE EASEMENT 3 4 A strip of land, 10 feet wide, over a portion of the Southeast Quarter of Section 7 of 5 Township 3 South, Range 14 West, of the Rancho Sausal Redondo, in the City of El 6 Segundo, County of Los Angelet, State of California, as shown on the Subdivision of a 7 Part of the Sausal Redondo Ranch filed in Court Case No. 11629 (Clerks filed Map 8 Number 218) in the office of the County Recorder of said County, lying 5 feet on each 9 side of the following described line. 10 11 Beginning at a point in the westerly line of the land described in Deed to the City of El 12 Segundo recorded June 7, 2001 as Instrument No. 01- 990502, of Official Records of said 13 County, distant thereon South 00'00'16" East 51.00 feet along said westerly line from the 14 Northwesterly corner of said land; thence South 89 °59'44" West 24.16 feet to a line 15 parallel with and distant 102.00 feet westerly of the Easterly line of said Section 7; thence 16 along said parallel line South 00'00'16" East 344.67 feet to the Northerly Right of way 17 line of El Segundo Boulevard as per document recorded November 15, 1977 as 18 Instrument No. 77- 1263908, of said Official Records. 20 The sidelines of said strip to be lengthened or shortened so as to terminate southerly in 21 the Northerly line of said El Segundo Boulevard and easterly in the westerly line of said 22 land described in Deed to the City of El Segundo recorded June 7, 2001 as Instrument 23 No. 01-990502. 24 25 This legal description is delineated on accompanying "Exhibit Map" is made a part hereof 26 for reference purposes, and is not intended to be used in the conveyance of land in 27 violation of the Subdivision Map Act of the State of California 28 29 04 l6d9555 Sheet 1 of 2 W:\LAAFB\SrrE—B\l AER010100\SU RV EY\LEGALS \exh -Ig1- I Oft- watr.doc Apri123, 2004 JLM:rco C — 1 PSOMAS 1 Prepared under the direction of 3 4 Robert C. Olson, PLS 5490 Date 5 PSOMAS 6 7 8 SS%MAAL ENO 9 4�pF�' OgEfkT C 0� sG�G 10 OZ No, 54 o 11 N Exp• 9,30-2004 �o 12 9J�. 13 OF CALIFO��\ 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 04 1640555 29 Sheet 2 of 2 W:\LAAFB\SrrE—B\IAEROIOIOO\SURVEY\LEGALS\exh-Igi-ioft-watr.doc April 23, 2004 1LM:rco C — 2 Pt 04 1649555 SCALE: I"=60' EXHIBIT MAP SHEET , of , WATER EASEMENT - CITY OF EL SEGUNDO COUNTY OF LOS ANGELES, STATE OF CALIFORNIA SUPPLEMENTAL EXHIBIT TO LEGAL DESCRIPTION - JOB NO: IAER010100 S00 00'16 "E N89'55'42 "W I 51.00 65.00' S89'59'44 "W 1.. 24,16' F __129.60' , 102.00' Vor Width EsmG for ROW per /nst. I. No. 77- 126.7908 N88.09'1 ?-E )_ S89'51'47 "E 72.2.3 1 " =60' 0� �I 1 W J m� ZI O Q 5i i oo� i of i t i Southerl Line Section 7 EL SEGUNDO BOULEVARD -3 PSOMAS Wfeste'Hy Line Inst. No. Ol - 990502 N o OF o c ®AREA EASEMENT C`' 0z c .. + lo. co, O O i i 0 0 0 W i� Ln 77.84' F __129.60' , 102.00' Vor Width EsmG for ROW per /nst. I. No. 77- 126.7908 N88.09'1 ?-E )_ S89'51'47 "E 72.2.3 1 " =60' 0� �I 1 W J m� ZI O Q 5i i oo� i of i t i Southerl Line Section 7 EL SEGUNDO BOULEVARD -3 PSOMAS