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ME022DUPLICATE`ORICINAL 09 S5 1229562 Recording Requested By: CITY ATTORNEY'S OFFICE CITY HALL -350 MAIN STREET EL SEGUNDO, CALIF. 90245 When Recorded Return To CITY OF EL SEGUNDO 350 North Main Street E1 Segundo, California 90245 Attn: City Attorney ECORDED IN CA OF LOS ANGEL ES COUN7V, OCT 18 1985 AT 8 A•M. Recorder's Office EASEMENT AGREEMENT AND DECLARATION OF RESTRICTIONS FRI EE G THIS EASEMENT AGREEMENT AND DECLARATION OF RESTRICTIONS (the "Easement Agreement ") is made and entered into this 18 day of SEP 1985, by and between THE G & E /GRANDWAY VENTURE, a a i ornia general partnership, composed of G & E DEVELOPMENT ASSOCIATES I. a California limited partnership, the sole general partner of which is GRUBB & ELLIS PROPERTIES I, INC., a California corporation, and THE GRANDWAY PARTNER- SHIP, a California general partnership composed of M & S DEVELOPMENT, a California general partnership, and BYRON M. TARNUTZER, as Trustee of the Tarnutzer Family Trust created by Trust Agreement dated January 31, 1974 ( "Owner ") and the CITY OF EL SEGUNDO, a municipal corporation ( "City "). RECITALS This Easement Agreement is entered into on the basis of the following facts, understandings and intentions of the parties hereto: A. Owner is the owner of, and has the right to posses- sion of, those certain parcels of real property (the "Proper- ty") located in the City of E1 Segundo, County of Los Angeles, State of California, Lots 1, 2 and 3 on the site plan attached hereto as Exhibit A and made a part hereof by this reference (the "Site Plan "). The Property is more particularly described in Exhibit B attached hereto and made a part hereof by this reference. B. City and Owner have entered into a Development Agreement, pursuant to Government Code §65864 et seq. (the "Development Agreement ") and an Agreement Affecting Real Property. Together these two agreements require the dedica- tion of certain easements to City and the preservation of certain rights and obligations in all other documents affecting management, maintenance and control of the Property. C. Owner has prepared certain Covenants, Conditions, Easements and Restrictions ( "C.C.&R.'s) and r r f� them on OCT 1 8 1565 , 1985, as Document Nok�.7 The C.C.&R.'s integrate the parcels compr n e roperty into a single entity for purposes of management and control of common areas, fire /life /safety systems, parking, recreational uses, and related purposes. D. The parties intend that this Easement Agreement (1) integrate the parcels together in use and control in the same way as the C.C.&R.'s. (2) reserve to City certain easements for fire/ life /safety, including water service for fire suppres- sion, emergency access and related municipal needs. (3) preserve for City the right to control future amendments of the C.C.&R.'s to the extent such amend- ments affect matters of concern to City. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other valuable considera- tion, the parties agree as follows: 1. Fire /Life Safety A. Grant of Easements Owner as grantor hereby grants to City as grantee an easement over those portions of the Property described and depicted in Exhibit C to this Agreement for the purposes of (1) establishing fire and emergency access to the Property and (2) placing of water lines beneath the surface of the land for operation of fire suppression systems (the "Water System ") on the Property. This grant of easement shall be subject to the limita- tions, exclusions, covenants, conditions, exceptions and reservations contained herein. The easement shall burden the surface of the roadway described in Exhibit C and extend to a height of twenty (20) feet above and ten (10) feet below the surface. Nothing contained herein shall defeat Owner's use or enjoyment of the air space above or subterranean space below the limits described in this paragraph, except that no use of the described easement area may obstruct, interfere with or defeat the fire and life safety purposes for which the grant is made. 85 1229562 B. Maintenance of Easement The GrandWay Association, a California Non- Profit Mutual Benefit Assosication (the "Association "), described in Section 1.04 of the C.C.&R.'s shall be responsible for maintenance, control and all other responsibilities of this Paragraph 2(B). This obligation may not be altered or amended without the express written consent of the City. The Association shall maintain the easement in good and useable condition; free of all obstructions and paved or surfaced sufficiently to permit access by safety personnel and machinery. The Association shall maintain the pipes, valves and related equipment of the Water System in good repair, capable of providing water for fire suppression purposes to each structure on the site. The Association shall be responsible for retaining, b} contract, qualified personnel for mainte- nance, inspection and testing of the water system. The swimming pool on Lot 1 shall be made available for emergency water needed for fire suppresion purposes. C. Right of Entry; Recovery of Costs In the event that Owner of Association fails to fully perform he obligations of this Paragraph 2, or if the ease- ment described herein is obstructed, unmaintained or unusea- ble, or if the Water, System within the easement is not adequately maintained, then, in addition to any other remedies in may have, City shall be entitled to a right of entry into the easement area for purposes of repair, mainte- nance or removal of obstructions of any part of the easement or Water Systems. The cost of any such repairs shall be borne by the Owner or the Association, and any sums unpaid after sixty (60) days shall become a lien on the Property. Owner expressly agrees to hold City harmless from all liability, except that caused by City's own negligence and intentional torts, for the exercise of the right or entry described in this Paragraph 1(C) or from the excercise of any other lawful action taken by the City to enforce the laws and regulations governing fire safety. 2. Limitations on Rights of Owner to Amend the Covenants Conditions Easements and Restrictions (C.C.&R.'s) for the Pro ect A. The C.C.&R.'s Owner acknowledges that City has a direct interest in the form and content of portions of the C.C.&R.'s described 3 85 X2A,,j 2 in Recitals C and D of this Easement Agreement because perfor- mance of the promises made in the Agreement Affecting Real Property, the Development Agreement and this Easement Agreement depend upon the operating format established in the C.C. &R.'s. B. Consent of Citv Required for Amendment of Certain Provisions of C.C. &R.'s No portion of the sections of the C.C. &R's enumerated in paragraph 2(C) hereinafter may be changed altered or amended without the express written consent of City, which consent shall not be unreasonably withheld. At least forty -five (45) days prior to any proposed change, Owner shall transmit a notice jointly to the City Attorney and Director of Planning of its intention to amend, including the specific language to be approved. City shall approve or disapprove in writing the pro- posed amendment within the forty -five (45) day period. Failure to disapprove constitutes approval so long as the consequences of the City's failure to act are disclosed in the notice from Owner. C. The provisions of this paragraph shall apply only to the following sections of the C.C. &R.'s: Article XIII Sections 13.01 - 13.07 Easements Article XV Section 15.02 Dining Facility and Health Club Article XVI Sections 16.01 - 16.03 Parking Garages All other sections of the C.C. &R.'s may be freely amended without notice to City or its consent. With respect to Section 13.04(b) of the C.C. &R.'s, the City consents to the allocation of fifty -nine (59) specified parking spaces to the hotel and shall not apply any future regulations to alter such allocation without the consent of the then owner of the hotel. 3. Entire Agreement This written agreement and the exhibits attached hereto con- tain all the representations and the entire agreement between the parties with respect to the subject matter of this Agreement. Any prior correspondence, memoranda or agreements are superseded in total by this Agreement and the exhibits attached hereto. The provisions of this Agreement shall be construed as a whole according to their common meaning and not strictly for or against any party. 4. Captions The captions preceding the text of each paragraph are included only for convenience of reference and shall be 4 S5 1229562 disregarded in the construction and interpretation of this Agreement. S. Minimization of Damages In all situations arising out of this Agreement, all parties shall attempt to avoid and minimize the damages resulting from the conduct of any other party. Each party shall take all necessary measures to effectuate the provi- sions of this Agreement. Litigation Expenses; Payment to Prevailing Party If any party shall bring an action or proceeding (including, without limitation, any cross - complaint, counter- claim or third party claim) against any other party hereto by reason of the alleged breach or violation of any covenant, term or obligation hereof, or for the interpretation or enforcement of any provision hereof, or otherwise arising out of this Agreement, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of suit, including but not limited to reasonable attorneys' fees, which shall be payable whether or not such action is prosecuted to judgment. "Prevailing party" within the meaning of this Section 6 shall include, without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substan- tially equal to the relief sought in the action. 7. Covenants Run With the Land Owner hereby declares that Property shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, sold and improved subject to the covenants, conditions, restrictions, limitations and charges herein set forth, all of which are for the purpose of protecting City and Owner and their respective successors in interest and for the purpose of enhancing and protecting the value and attractiveness of the Property and every part thereof. All of the covenants, conditions, restrictions and limitations set forth herein shall constitute covenants which shall run with the land and shall be binding upon Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in or to any part of such real property, to the extent provided for herein. If Owner conveys any portion of the Property after completion of the improvements constructed thereon, Owner or Owner's transferee shall be entitled to a Certificate of Completion or Quitclaim Deed from City releasing the Property conveyed from all obligation to perform mitigation measures which: 85 1229562 (a) do not affect the specific parcel to be conveyed, or (b) are already performed as to the Property conveyed. Such Certificate of Completion or Quitclaim Deed shall be recordable in form and shall be granted by City if conditions (a) and (b) of this Paragraph 7 are met. 8. Signature Pages For convenience, the signatures of each of the parties to this Agreement may be executed and acknowledged on separate pages which when attached to this - Agreement shall constitute this as one complete agreement. 9. Time Time is of the essence of this Agreement and each and every provision hereof. IN WITNESS WHEREOF, the parties have executed and acknowledged this Agreement as of the day and year first above written. 2 85 1229562 G & E /GRANDWAY VENTURE, a California general partnership By: THE GRANDWAY PARTNERSHIP, a California general partnership By: M & S DEVELOPMENT, a California general partnership, a general partner/) R ! n IA By: li'i,% V't 4obtBy: By: ,,,ir. Byr M. Tart % u -tfer, as Trustee of the Tarnutzer Family Trust created by Trust Agreement dated January 31, 1974, a general partner By: G & E DEVELOPMENT ASSOCIATES I, a California Limited Partnership By: GRUBB & ELLIS PROPERTIES I, INC., a Californ'/ corporation R ald Tomsic, Sr. Vice President APPR VEi FiO77 Date:.0 , L J 1 C. Edward Dilkes, Counsel for Owner ) ss. !O:n LOS ANGELES ) this t day of 19 ', be a me, the dersigned Notary ic, per ap red . SUW, JR. personally known to proved to me on basis of sa 'sfactory evidence to be the person who execut the within instruft44.t on behalf of the partnership, an! ,,a owledged to me that the pa ership executed it. WIT Y%,6'S my hand and official seal. -7- CITY OF EL SEGUNDO, a municipal corporation 85 1229562 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On SEP 18 1985, before me, the under- signed, a Notary Pu is or the State of California, duly commissioned and sworn, personally appeared Q k. Akk!�6 , known to me to be the Mayor, and RONALD HART, L. known to me to be the City Clerk, respectively, of the CITY OF EL SEGUNDO, a municipal corporation, the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to a resolution of the City Council of said CITY OF EL SEGUNDO. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year in this certificate first above written. MOKM 't�"e"WY�ft D LASANOt�pCOUMr Not�r� tic in an or i My Cam. ft July 24,19M � County and State 85 1229562 STATE OF CALIFORNIA SS. COUNTY OF LOS ANGELES On SZ - )T0'13&-1- )3 , 1985, before me, the undersigned, a Notary Public in and for said State, personally appeared ROBERT A. SNOW, JR., and ROBERT W. MEDEARIS, personally known to me or proved to me on the basis of satisfactory evidence to be the persons who executed the within instrument as all of the general partners of M & S DEVELOPMENT, a California General Part- nership, said general partnership being personally known to me or proved to me on the basis of satisfactory evidence to be one of the general partners of THE GRAND WAY PARTNERSHIP, a California General Partnership, said general partnership being personally known to me or proved to me on the basis of satisfactory evidence to be one of the general partners of G &E /GRANDWAY VENTURE, a California General Partnership, the general partnership that executed the within instrument and acknowledged to me that they executed the same as the general partners of M & S DEVELOPMENT, a California General Partnership, and that said general partnership executed the same as one of the partners of THE GRAND WAY PART- NERSHIP, .a California General Partnership, and that said last named general partnership executed the same both individually and as a general partner of G &E GRANDWAY VENTURE, a California General Partnership, and that said general partnership also exe- cuted the same. WITNESS my hand and official seal. OFFICIAL SEAL SUSAN J HART o s^ NOTARY PUSLIC - CALIFORNIA tary Public ' n and for Said ORANGE COUNTY County nd State My comm. expires NOV 18, 1987 _x _lo_ 85 1229562 STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) On SEe tB L--e- 14 , 1985, before me, the undersigned, a Notary Public in and for said State, personally appeared BYRON M. TARNUTZER, as Trustee of the Tarnutzer Family Trust created by Trust Agreement dated January 31, 1974, personally known to me or proved to me on the basis of satisfactory evidence to be the, person as such Trustee who executed the within instru- ment as one of the general partners of THE GRAND WAY PARTNERSHIP, a California General Partnership, said general partnership being personally known to me or proved to me on the basis of satis- factory evidence to be one of the general partners of G &E /GRANDWAY VENTURE, a California General Partnership, the general partnership that executed the within instrument, and acknowledged to me that BYRON M. TARNUTZER, as Trustee of the Tarnutzer Family Trust created by Trust Agreement dated January 31, 1974, executed the same as one of the general partners of THE GRAND WAY PARTNERSHIP, a California General Part- nership, and that said general partnership executed the same both individually and as a general partner of G &E /GRANDWAY VENTURE, a California General Partnership, and that such general partnership also executed the same. WITNESS my hand and official seal. OFFICIAL SEAL SUSAN J HART :� o NOTARY vUBLIC •CALIFORNIA ORANGE COUNTY My comm. expires NOV 18, 1987 Notary Publi in and for Sa>d Coun and State -11- 85 1229562 STATE OF CALIFORNIA SS. COUNTY OF LOS ANGELES On %(� , 1985, before me, the undersigned, a Notary Public in and for said State, personally appeared RONALD TOMSIC, personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the Senior Vice- President of GRUBB & ELLIS PROPER- TIES I, INC., a California Corporation, the corporation that executed the within instrument, said corporation being personally known to me or proved to me on the basis of satisfactory evidence to be one of the general partners of G &E DEVELOPMENT ASSOCIATES I, a California Limited Partnership, the limited partnership that executed the within instrument, said limited partnership being known to me to be one of the general partners of G &E /GRANDWAY VENTURE, a California General Partnership, the general partner- ship that executed the within instrument and acknowledged to me that he executed the same on behalf of GRUBB & ELLIS PROPERTIES I, INC., a California Corporation, and that said partnership executed the same individually and as a general partner of G &E /GRANDWAY VENTURE, a California General Partnership, and that said general partnership also executed the same. WITNESS my hand and official seal. OFFICIAL SEAL SUSAN 1 HART u a NOTARY PUBLIC -CALIFORNIA otary Public and for Sald OGkNGE COUNTY County nd State My ccmm. expires NOV 18, 1987 85 1229562 -12- r� 3� ff Hal H ' v a 6 �� Nil �3 W w U') doh Y � d3 z U CL LU LL z 0 00 U A .gbkte MAO ,�i1n3hLL1,07 YoR X a' ° o Q Jul Ju 5 Wu� Qt; � of .......,...�. n e k t t k � moo, g 1099 W O x EXHIBIT A PARCEL MAP W EXHIBIT B LEGAL DESCRIPTION Lots 1, 2 and 3 of Parcel Map 16854, in the City of E1 Segundo, County of Los Angeles, State of California, recorded on October 11, 1985 in Book 181, pages 52 and 53 of Parcel Maps in the Office of the County Recorder of said County. 85 1P 20'0 EXHIBIT C FIRE LANE EASEMENT Easement 1 Over Parcel 2 in the City of E1 Segundo, County of Los Angeles, state of California, as shown on Parcel Map No. 6684, filed in Book 71, Page 93 of Parcel Maps, records of said county, described as follows: Beginning at the Southwesterly corner of Parcel 2 of Parcel Map 6684 as recorded in Book 71, Page 93 of Parcel Maps, records of Los Angeles County, California, said point being on the Northerly Right of Way of Grand Avenue, thence heading South 890 55' 25" E, 7.00 feet to the True Point of Beginning, thence North 00 04' 35" E, 243.17 feet to a tangent curve concave Southeasterly , thence Northerly and Easterly along said curve having a radius of 29.00 feet, through a central angle of 900 00' 00" an arc distance of 45.55 feet, thence S 890 55' 25" E, 149.64 feet to a tangent curve concave Northwesterly, thence Easterly and Northerly along said curve having a radius of 27.00', through a central angle of 900 00' 0'0" an arc distance of 42.41 feet, thence S 00 04' 35" W, 399.74 feet to a tangent curve concave Southeasterly, thence North and Easterly along said curve having a radius of 27.00 feet through a central angle of 900 00' 00" an arc distance of 42.41 feet, thence S 890 55' 25" E, 245.01 feet to a point on a non - tangent curve concave Southwesterly, a radial line to said point bearing N 650 40' 59" E, said curve being concentric with and 42.00 feet Westerly of Continental Boulevard, thence Southeasterly along said curve having a radius of 398.00 feet through a central angle of 30 25' 58" an arc distance of 23.85 feet, a radial line to this point bearing N 690 06' 57" E, thence leaving said curve and heading N 890 55' 25" W, 232.20 feet to a tangent curve concave Southeasterly, thence Westerly and Southerly along said curve having a radius of 27.00 feet, through a central angle of 900 00' 00" an arc distance of 42.41 feet, thence S 00 04' 35" W, 377.96 feet to a tangent curve concave Northeasterly, thence Southerly and Easterly along said 85 1229562 curve having a radius of 27.00 feet, through a central angle of 900 00' 00" an arc distance of 42.41 feet, thence S 890 55' 25" E, 258.52 feet to a point on a line parallel to and 42.00 feet Westerly of the centerline of Continental Boulevard, thence along said line S 00 04' 35" E, 22.00 feet, thence leaving said line and heading N 890 55' 25" W, 209.09 feet to a tangent curve concave Southeasterly, thence Westerly and Southerly along said curve having a radius of 27.00 feet through a central angle of 540 04' 45" an arc distance of 25.48 feet, thence S 00 04' 35" W, 12.00 feet, thence S 890 55' 25" E 20.00 feet, thence S 00 04' 35" W 10.00 feet, thence S 890 55' 25" E, 10.00 feet, thence S 0 04' 35" W, 80.67 feet, thence N 890 55' 25" W, 10.00 feet, thence S 00 04' 35" W 10.00 feet, thence N 890 55' 25" W, 80.67 feet, thence N 06 04' 35" E, 10.00 feet, thence N 890 55' 25" W, 60.00 feet, thence N 00 04' 35" E, 20.67 feet, thence S 890 55' 25" W, 60.00 feet, thence N 00 04' 35" E, 60.00 feet, thence S 890 55' 25" W 20.00 feet, thence N 00 04' 35" E 12.00 feet, thence S 890 55' 25" E, 10.00 feet, thence N 00 04' 35" E, 10.00 feet to a point on a non - tangent curve concave Southwesterly, a radial line to said point bears N 540 09' 20" E, thence Northerly and Westerly along said curve having a radius of 27.00 feet through a central angle of 540 04' 45" an arc distance of 25.48 feet, thence along a line tangent to said curve having a bearing of N 890 55' 25" W, 170.63 feet to a tangent curve concave Southeasterly, thence Westerly and Southerly along said curve having a radius of 27.00 feet through a central angle of 900 00' 00" an arc distance of 42.41 feet, thence S 00 04' 35" E, 223.17 feet to a point on the Northerly Right of Way of Grand Avenue, thence along said Right of Way N 890 55' 25" W, 40.02 feet to the True Point of Beginning. Easement 2 Over Parcel 2 in the City of E1 Segundo, County of Los Angeles, State of California, as shown on Parcel Map No. 6684, filed in Book 71, Page 93 of Parcel Maps, records of said county, described as follows: Beginning at the centerline intersection of Grand Avenue and Continental Boulevard as shown on Parcel Map 6684 as recorded in Book 71, Page 93 of Parcel Maps, records of Los Angeles County, California, thence N 00 04' 35" E, 522.15 feet on the centerline of Continental Avenue, thence N 890 55' 25" W, 42.00 feet to a point on a line parallel with and 42.00 feet Westerly of said centerline, said point being the True Point of Beginning, thence N 890 55' 25" W, 57.00 feet to a tangent curve concave Southerly, thence Westerly and Southerly along said curve having a radius of 5.00 feet, through a central angle of 650 51' 08" an arc distance of 5.75 feet to a tangent curve concave Easterly, thence along said curve having a radius of 50.00 feet, through a central angle of 3110 42' 16" an arc distance of 272.01 feet to a tangent curve concave Northerly, thence Southerly and Easterly along said curve having a radius d S5 1229562 of 5.00 feet, through a central angle distance of 5.75 feet to a point on a curve, thence S 890 55' 25" E 57.00 fee parallel to and 42.00 feet Westerly Continental Ave., thence along said line feet to the True Point of Beginning. Easement 3 of 650 51' 08" an arc line tangent to said t to a point on a line of the centerline of S 00 04' 35" W 35.00 over Parcel 2 in the City of E1 Segundo, County of Los Angeles, State of California, as shown on Parcel Map No. 6684, filed in Book 71, Page 93 of Parcel Maps, records of said county, described as follows: Beginning at the centerline intersection of Grand Avenue and Continental Boulevard as shown on Parcel Map 6684 as recorded in Book 71, Page 93 of Parcel Maps, records of Los Angeles County, California, thence N 890 55' 25" W, 68.56 feet on the centerline of Grand Avenue, thence N 00 04' 35" E, 53.00 feet to a point on a line parallel with and 53.00 feet Northerly of said centerline, said point being the True Point-of Beginning, thence N 440 55' 25" W, 135.30 feet, thence N 890 55' 25" W, 21.00 feet, thence N 00 04' 35" E 22.00 feet, thence S 890 55' 25" E, 30.11 feet, thence S 440 55' 25" E, 152.63 feet to a poin-- on a non - tangent curve concave Northwesterly. a radial line to said point bears S 520 19' 26" E, thence Southerly and Westerly along said curve having a radius of 27.00 feet through a central angle of 520 24' 01" an arc distance of 22.86 feet, said curve being the North Westerly Right of Way of Grand Avenue and Continental Boulevard, to a point on a line tangent to said curve, thence N 890 55' 25" W along said line a distance of 1.56 feet to the True Point of Beginning. 85 1229562 .. riy£ Gk'AtiDGs�,9Y BUS /NESS rOr RUIr - - - --- A. 85 85 1229562 /oSo4GB CE6EN0 ;.,;..• F /qF OIGA�PTIIENT . . ............................... �:�:�: lASCMFNr 1 £ASE/YI£NT 1 4 1 E"AS£M£NT 2 A& r. /O" Ao Fur. BL 00�� l l 1 CiROM B[Di / /Rf 9YFE /O" TO BL 06 F /.eC tYSTIM PAR.t' /NG I I � sTl�ucrua£ F F. H. I I /4 STD/PY TOWER 1 f2.: . j . . J ..::i :::m Q s s s sr4oRy HOTEL :•. FN. 0 �m GRAND AVE I A. 85 85 1229562 /oSo4GB