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III II (IIII II II VIII VIII VIII VIII II II II II IIII II II IIII II
Recorded /Filed in Official Records
Recorder's Office, Los Angeles County,
California
03/13/14 AT 08:OOAM
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THIS FORM IS NOT TO BE DUPLICATED
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i
U-iiCA O TiTLC C 114PANY
Recording requested by:
City of El Segundo
350 Main Street
El Segundo, CA 90245
When recorded, mail to:
City Clerk
City of El Segundo
350 Main Street
El Segundo, CA, 90245
No fee per Govemment Code § 6103 1
IRREVOCABLE OFFER TO DEDICATE REAL PROPERTY FOR
PUBLIC RIGHT OF WAY PURPOSES
(To the City of El Segundo)
No Documentary Transfer Tax per Revenue Taxation Code § 11922
This Irrevocable Offer to Dedicate ( "Offer ") is made by Mar Canyon Kansas, LLC,
( "Grantor ") to the City of El Segundo, a general law city and municipal corporation ( "City ").
1. Recitals. This Offer is made with the following understandings and objectives:
A. Grantor is the owner of certain real property situated in the City of El Segundo,
County of Los Angeles, State of California, described and depicted in attached
Exhibit "A," which is incorporated by reference ( "Grantor's Property ");
B. Grantor's Property will be improved with buildings and other structures, as
depicted in attached Exhibit `B," which is incorporated by reference (collectively,
"Grantor's Buildings ");
C. Grantor is the owner of certain real property to be irrevocably offered to the City
as depicted in attached Exhibit "C."
2. Irrevocable Offer to Dedicate. Grantor irrevocably offers to dedicate to the City a 10-
foot wide portion of real property for right -of -way purposes on Grantor's Property along the
entire length of the street frontage on Grand Avenue and a 5 -foot wide portion of real property
along the entire length of the street frontage on Kansas Street as described and depicted in
Exhibit "C" (Dedication Area). Grantor retains all normal rights and incidents of ownership of
the underlying fee interest in the Dedication Area not inconsistent with the irrevocable offer to
dedicate after its acceptance.
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■
3. Limitations. After acceptance, Grantor cannot unreasonably interfere with the public's
use of the Dedication Area and cannot take any action inconsistent with such use, including,
without limitation, constructing or improving the Property within the right -of -way dedication
area in a manner inconsistent with the public's use or enjoyment thereof, however, the foregoing
does not preclude other uses of the Dedication Area by Grantor which do not unreasonably
impair its use as a right -of -way. Nothing herein requires Grantor to remove or modify any of
Grantor's Buildings or any portions thereof, as the same may from time to time be modified,
altered, repaired or replaced. Moreover, none of Grantor's buildings shown on Exhibit B as
built, or hereafter modified, will be determined to be non - conforming.
4. Hazardous Waste.
A. Unless the contrary is stated or clearly appears from the context, the following
definitions will govern the construction of the words and phrases used in this
Agreement:
"B- waste" includes the wastes set forth in 22 California Code of
Regulations § 66273.9 for consumer electronic devices, including CRT
Devises, that exhibit characteristics of toxicity.
ii. "Hazardous Waste," "HW," or "Waste" means any flammable, explosive,
or radioactive materials or hazardous, toxic or dangerous wastes,
substances or related materials or any other chemicals, materials or
substances, exposure to which is prohibited, limited or regulated by any
federal, state, local law or regulation or which, even if not so regulated,
may or could pose a hazard to public health and safety, including, without
limitation, asbestos, PCBs, petroleum products and byproducts, substances
defined or listed as "hazardous substances" or "toxic substances" or
similarly identified in, pursuant to, or for purposes of, the California Solid
Waste Management, Resource Recovery and Recycling Act (Gov't. Code
SS 66700 of wa )' the Comm•ehemive Fnvirnnmental Recnnnce.
as_-. °- -- -'1•i -- -- ----- r----- - ---- - ----------- -- - --- ----r---- -
Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.); the
Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.); the
Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.);
Health & Safety Code §§ 25117 or 25316, including the regulations
promulgated thereto (see 22 Cal. Code of Regs. § 66261.3); any
substances or mixture regulated under the Toxic Substance Control Act of
1976 (15 U.S.C. et seq.); any "toxic pollutant" under the Clean Water Act
(33 U.S.C. §§ 1251 et seq.); and any hazardous air pollutant under the
Clean Air Act (42 U.S.C. 7901 et seq.).
iii. " Houshold Hazardous Waste," "HHW," or "Household hazardous waste"
means any Hazardous Waste generated incidental to owning or
maintaining a residence including, without limitation, E- waste.
Household hazardous waste does not include any waste generated in the
course of operating a business at a residence (see 22 Cal. Regs. §
66260.10);
B. Grantor agrees to the following:
i. Grantor indemnifies and holds City harmless from and against any claim,
action, damages, costs (including, without limitation, reasonable
attorney's fees and penalties), injuries, or liability, arising out of this
Agreement, or its performance thereunder by Grantor, including without
limitation, damages or penalties arising from Grantor's removal,
remediation, response or other plan concerning any HHW or HW resulting
in the release of any hazardous substance into the environment in the
Dedication Area (any such matter being referred to as an "Environmental
Release "). Should City be named in any suit, or should any claim be
brought against it by suit or otherwise ( "Claim "), whether the same be
groundless or not, arising out of this Agreement, or its performance,
following Grantor's receipt of written notice (which shall be provided to
Grantor promptly following City receipt or knowledge of such Claim,
which shall contain sufficient information to apprise Grantor of such
Claim or include a copy of such complaint), Grantor will defend City (at
City's request and with counsel reasonably acceptable to City) and will
indemnify City for any judgment rendered against City any sums paid out
in settlement or otherwise by City with respect to such Claims, provided
that City has first notified Grantor of such Claim and cooperated with
Grantor in the defense thereof.
ii. The foregoing indemnity is intended to operate as an agreement pursuant
to 42 USC § 9607(e) (the Comprehensive Environmental Response,
Compensation and Liability Act: "CERCLA ") and Health & Safety Code
§ 25364 to defend, protect, hold harmless, and indemnify City from all
forms of liability under CERCLA, or other applicable law, for any and all
matters addressed in this Agreement,
C. For purposes of this section "City" includes City's officers, officials, employees,
agents, representatives, and volunteers.
D. Grantor expressly agrees that this release, waiver, and indemnity agreement is
intended to be as broad and inclusive as is permitted by the law of the State of
California. If any portion of this agreement is held invalid, it is agreed that the
balance will, notwithstanding, continue in full legal force and effect.
E. It is expressly understood and agreed that the foregoing provisions are intended
to, and will, bind Grantor and its successors in interest after the Dedication Area
is accepted by City in accordance with the terms and conditions of this
irrevocable offer of dedication.
i7
5. Duration and Acceptance. This irrevocable offer of dedication is binding upon the
owner and the heirs, assigns or successor in interest to the Grantor's Property described above
until the earlier of, September 1, 2024, or 15 years following the date on which the certificate of
occupancy was issued for the last building on the property, and if not accepted by that time, this
Offer expires. Additionally, if the City amends its Circulation Element such that the Dedication
Area is no longer required for public right -of -way purposes, then this Offer automatically
expires. Subject to the foregoing, this Offer may be accepted by City. Such acceptance must be
effectuated by recordation of City of an acceptance of this Offer in the form attached as Exhibit
"D." Upon such recordation of acceptance, this Offer and terms, conditions and restrictions have
the effect of a grant of public- right -of -way in gross and perpetuity that runs with the land and is
binding on the heirs, assigns, and successors of Grantor,.
6. Remedies. Any act, conveyance, contract, or authorization by Grantor, whether written
or oral, which uses or would cause to be used, or would permit use of the right -of -way contrary
to the terms of this Offer, is a violation and a breach of this Offer. Grantor and City may pursue
any and all available legal and /or equitable remedies to enforce the terms and conditions of the
Offer and their respective interest in the Dedication Area. In the event of a breach, any
forbearance on the part of any such party to enforce the terms and provisions this Offer cannot be
deemed a waiver of enforcement rights regarding any subsequent breach.
7. Taxes and Assessments. Grantor agrees to pay or cause to be paid all real property
taxes and assessments levied or assessed against the Property. It is intended that this irrevocable
Offer constitutes enforceable restrictions within the meaning of (a) Article XIII, § 8, of the
California Constitution; and (b) Revenue and Taxation Code § 402.1, or successor statute.
Furthermore, this Offer constitutes a servitude upon the burden to the Property within the
meaning of Revenue and Taxation Code § 3712(d), or successor statute, which survives a sale or
tax - deeded property.
8. Service of Notice. All notices to be served by one party to the other pursuant to this
agreement are deemed to have been served when made in writing and deposited in the U.S. mail,
registered and postage prepaid, addressed as follows:
a. To Grantor: Mar Canyon Kansas, LLC
2050 West 190th Street, #108
Torrance, California 90504
Attention: Allan W. Mackenzie
b. To Grantee: City of El Segundo
350 Main Street
El Segundo, California 90245
Attention: City Manager
With a Copy to: City of El Segundo
350 Main Street
El Segundo, California 90245
Attention: Director of Planning and Building Safety
With a Copy to: Jenkins & Hogin, LLP
1230 Rosecrans Ave, Suite 110
Manhattan Beach, California 90266
Attention: Marls D. Hensely, Esq.
9. Binding upon Successors. All terms and conditions in this Offer 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 or their respective successors.
Notwithstanding the foregoing, Grantor is not liable for any amendment not signed by it, nor is it
liable for an Environmental Release not caused by it.
10. Authority. Grantor expressly warrants and represents that it has the power to grant this
Offer in accordance with its terns.
11. Governing Law. This document was
with the laws of the State. of California and
document will be in Los Angeles County.
drafted in and will be construed in accordance
exclusive venue for any action involving this
12. Severability. If any provision of this Offer is held to be invalid, or for any reason becomes
unenforceable, no other provision will be affected or impaired.
13. 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
0- day of
GRANTOR:
MAR CANYON KANSAS LLC
a California limited liability company
By: MAR EL SEGUNDO 3, LLC
a Delaware limited liability company
Its: Managing member
By: MAR VENTURES, INC.
a California corporation
Its: Managing member
By:
Allan W. Mackenzie
Its: President
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES } ss:
On MARCH 10 2014 before me,
JOANN A, BLACK
a Notary Public, personally appeared ALLAN W. MACKENZIE
who proved to me on the basis of satisfactory evidence to be the
person(s)whose name(s) is /are subscribed to the within instrument and
acknowledged to me that he /she /they executed the same in
his /her /their authorized capacity(ies) and that by his /her /their
signature(s)on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the fore ing paragraph is true and correct.
WITNESS my hand an official
Signature _
STATE OF CALIFORNIA
COUNTY OF
[fill
} ss:
before me,
a Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the
person(s)whose name(s) is /are subscribed to the within instrument and
acknowledged to me that he /she /they executed the same in his/her /their
authorized capacity(ies) and that by his /her /their signature(s)on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Subscribed and sworn to (or affirmed) before me on this
by
FOR NOTARY SEAL OR STAMP
P �; JOgNN,
BLACK
0 CCMM. #1887,988
NOTARY pUBUC a CALIFORNIA '
LOS ANGELES RNIA
Comm. COUNTY
Exp. MAY 12, 2014
day of
FOR NOTARY SEAL OR STAMP
proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
(Seal)
Signature
Notaryak
EXHIBIT A (SHEET 1 OF 2)
ATTACHMENT TO "IRREVOCABLE OFFER TO DEDICATE"
LEGAL DESCRIPTION TO ACCOMPANY EXHIBIT MAP
ATTACHED HERETO AND MADE A PART HEREOF
LOTS 1, 2,3 AND 4 OF VESTING TRACT NO. 71903, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1376, PAGE 65 THROUGH
PAGE 73, INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
TOGETHER WITH ANY AND ALL OWNERSHIP RIGHTS THAT MAY EXIST TO THAT PORTION OF
SAID TRACT NO. 71903 LYING OUTSIDE OF THE BOUNDARIES OF SAID LOTS 1, 2, 3 AND 4
BUT WITHIN THE DOTTED BORDER SHOWN ON SAID MAP.
LAND AREA: 71,615 S.F. /1.64 ACRES
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EXHIBIT C (SHEET 1 OF 2)
ATTACHMENT TO "IRREVOCABLE OFFER TO DEDICATE"
LEGAL DESCRIPTION TO ACCOMPANY EXHIBIT MAP
ATTACHED HERETO AND MADE A PART HEREOF
ANY AND ALL OWNERSHIP RIGHTS THAT MAY EXIST TO THAT PORTION OF TRACT NO.
71903, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 1376, PAGE 65 THROUGH PAGE 73, INCLUSIVE, OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING OUTSIDE OF THE BOUNDARIES
OF LOTS 1, 2,3 AND 4 OF SAID TRACT NO. 71903, BUT WITHIN THE DOTTED BORDER SHOWN
ON SAID MAP.
LAND AREA: 4,196 S.F./0.10 ACRES
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