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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Primestor Norwalk Entertainment, LLC
9950 Jefferson Blvd., Building 2
Culver City, California 90232
Attn: David Abasta
SPACE ABOVE RESERVED FOR RECORDER'S USE
This document is exempt from documentary transfer tax pursuant to Section 11922 of the Revenue and Taxation Code and is being recorded pursuant to Sections 6103 and 27383 of the California Government Code.
EASEMENT AGREEMENT
This EASEMENT AGREEMENT ( this “Agreement”), dated as of _______________, 2025 (the “Effective Date”), is executed by and between THE CITY OF NORWALK, a California municipal corporation (“ City”), and PRIMESTOR NORWALK ENTERTAINMENT, LLC , a Delaware limited liability company (“Developer”). Each of City and Developer are occasionally referred to herein as a “Party” and collectively, as the “Parties.”
RECITALS
A. City is the fee owner of certain real property located in the City of Norwalk, County of Los Angeles, State of California, more particularly described on Exhibit A (the “City Property”).
B. A certain portion of the City Property, as more particularly described on Exhibit B- 1 and depicted on Exhibit B -2 (the “City Hall Parcel”), is currently improved with that certain building located at 12700 Norwalk Boulevard, Norwalk, California (the “City Hall Building”).
C. Pursuant to that certain Ground Lease by and between City and Developer dated December 19, 2022 (the “Original Ground Lease”), as amended by that certain First Amendment to Ground Lease dated March 31, 2025 ( the “First Amendment”) and by that certain Second Amendment to Ground Lease dated ______ (the “Second Amendment,” and collectively with the Original Ground Lease, and the First Amendment, the “Ground Lease”), City leases to Developer, and Developer leases from City, a portion of the City Property, as more particularly described on Exhibit C (the “Premises”). The Premises do not include the City Hall Parcel.
D. In accordance with the Ground Lease, Developer intends to construct, operate and maintain a mixed-use development (the “Project”) on the City Property. The Project will include certain improvements on the City Hall Parcel (the “Easement Plaza Improvements”).
E. Pursuant to that certain Restricted Residential Ground Lease dated _____________, by and between City and Residences at the Walk LP, a California limited partnership (“ Affordable Housing Developer”), an affiliate of Developer, City leases to ATTACHMENT NO. 3
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Affordable Housing Developer, and Affordable Housing Developer leases from City, a portion of the City Property, as more particularly described on Exhibit D (the “ Affordable Housing Premises”), for the construction, operation and maintenance of a multifamily residential development (the “Affordable Housing Project”).
F. The Parties desire to enter into this Agreement in order to provide Developer with rights in, on, over, under, across, and through an area of the City Hall Parcel, as more particularly described on Exhibit E (the “Easement Area”), in order to develop the Easement Plaza Improvements, and to provide for certain maintenance obligations and allocate certain responsibilities with respect thereto.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated into this Agreement as if set forth in full herein, mutual covenants, promises and undertakings contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby as follows:
1. Easement.
1.1 Grant of Easement. City hereby grants to Developer , for the use by and benefit of Developer and its Permittees, an irrevo cable, perpetual, non-exclusive easement (the “Easement”)
in, on, over, under,
and across the Easement Area to construct, maintain, repair, operate, replace, reconstruct, relocate, remove, use, and occupy the Easement Plaza Improvements and all incidental uses related thereto.
Without limiting the foregoing, Developer shall have the right to grant to Affordable Housing Developer, and any successor owner of the Affordable Housing Project , and their employees, agents, representatives, contractors, subcontractors, consultants, customers, family, guests, invitees, tenants, licensees, and concessionaires a non-exclusive easement, license, or other similar right, in, on, over, across, and through the Easement Area for purposes of accessing and using the Easement Plaza Improvements.
1.2 No Public Dedications . No easement or other right granted in this Agreement is intended to, nor shall it, constitute a dedication to the public of any property on the City Hall Parcel or create any public right-of-way thereon, unless specifically provided for in this Agreement or agreed to in writing by City with respect to the City Hall Parcel.
1.3 Enforceability. The Easement, covenants and Restrictions granted and established in this Agreement, and to be reserved in the future as required pursuant to this Agreement, shall be an enforceable equitable servitude upon the City Hall Parcel and shall be binding on City and its successors and assigns.
2. Reservation of Rights by City.
2.1 City hereby expressly reserves, and does not convey to Developer , any right, title, or interest in or to the Easement Area, except as specifically set forth in this Agreement.
Without limiting the foregoing, City reserves the right to (collectively, the “Reserved Rights”):
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2.1.1 Use of Easement Area. Continue to use, occupy, and enjoy the Easement Area for any purpose that does not unreasonably interfere with Grantee’s rights under this Easement.
2.1.2 Access and Utilities . Construct, install, use, maintain, repair, replace, and remove landscaping, utilities, driveways, or other improvements within the Easement Area, provided such activities do not materially impair or obstruct Developer ’s exercise of its easement rights under this Agreement.
2.1.3 Further Grants. Grant additional easements, licenses, or rights -of- way over, under, or across the Easement Area , provided such grants are compatible with, and do not materially impair or interfere with Developer’s use of the Easement Area under this Agreement, and provided City provides Developer with not less than thirty (30) days prior written notice of any such grant.
2.1.4 Enforcement. Enforce compliance with the terms, conditions, and limitations of this Easement and to exercise any rights not expressly granted to Developer herein.
2.2 In exercising the Reserved Rights , City shall not intentionally and/or materially (a) overburden the Easement Area, or (b) impair or interfere with Developer’s use and operation of the Easement Area, or access to or from the Easement Area, or within the Easement Area, and shall use, and shall cause all City Parties (as defined in Section 6.1) to use, commercially reasonable efforts to coordinate any activities to be performed on or from the Easement Area with Developer, so as to minimize the impact of such activities on usage of the Easement Area by Developer. City shall exercise the Reserved Rights at its sole cost and expense.
3. Covenant Running with the Land. This Agreement shall constitute a covenant and agreement running with the land and shall be recorded in the Official Records against the City Hall Parcel and shall benefit and burden such property, the Parties, and their respective successors and assigns. There are no third-party beneficiaries to this Agreement.
4. No Interference; Cooperation. The Parties shall cooperate fully and in good faith, and coordinate their respective activities, to minimize any potential interference with the timely completion of the construction of the Easement Plaza Improvements and accomplish all of the activities contemplated in this Agreement.
5. Compliance with Legal Requirements . Developer shall comply with all Legal Requirements in connection with its use, occupation, control, and enjoyment of the Easement Area.
City shall not use the City Hall Parcel in any manner or for any purpose, and/or take or fail to take any action, that (a) adversely affects the operation of the Easement Plaza Improvements , and/or (b) causes the Easement Plaza Improvements and/or the Easement Area to be in violation or noncompliance with any Legal Requirements.
6. Indemnity.
6.1 Developer Indemnification. Developer shall indemnify, defend and hold harmless (“Indemnify”) the City and its respective elected officials, boards and commissions, officers, agents, consultants, contractors, employees, volunteers, attorneys, agents, trustees, -4-
successors and assigns (collectively, the “ City Parties”) from and against all Claims arising directly or indirectly from (a) Developer ’s use, occupancy or operation of the Easement Plaza Improvements and (b) any act or omission by Developer that constitutes (i) a breach or default of any Developer obligation under this Agreement, and/or (ii) gross negligence or willful misconduct by Developer in connection with the use, operation, repair and/or maintenance by Developer of the Easement Area. Notwithstanding the foregoing, Developer shall not be liable to any City Party for property damage and/or bodily injury to the extent that such damage or injury is caused by the gross negligence or willful misconduct of any City Party.
6.2 City Indemnification. City shall Indemnify Developer, its affiliates, and their respective partners, members, managers, shareholders, trustees, beneficiaries, attorneys, agents, heirs, representatives, successors and assigns, and any individual (employee, officer, partner, director, manager, member, commissioner or board member), employed by or acting on behalf of any of the above entities (collectively, the “Developer Parties”) from and against all Claims arising directly or indirectly from (a) the City’s use, occupancy or operation of the City Hall Parcel, (b) activities affecting the Easement Area, including but not limited to Claims arising directly or indirectly from the City’s exercise of the Reserved Rights, and (c) any act or omission by the City that constitutes (i) a breach or default of any City obligation under this Agreement , and/or (ii) gross negligence or willful misconduct by the City in connection with the use, operation, repair and/or maintenance of the City Hall Parcel. Notwithstanding the foregoing, the City shall not be liable to any Developer Parties for property damage and/or bodily injury to the extent that such damage or injury is caused by the gross negligence or willful misconduct of any Developer Party.
7. Defaults and Remedies. City’s failure to perform or observe any of the covenants, provisions or conditions contained in this Agreement to be performed or observed on its part shall constitute a “City Breach.” Each City Breach shall become a default under this Agreement (“City Default”) if:
7.1 such City Breach has a material impact upon the Developer’s access to the Easement Plaza Improvements and/or the Project or its respective quiet enjoyment and use of any portion thereof and (a) such City Breach (i) can be cured using commercially reasonable efforts within seventy-two (72) hours after City’s receipt of written notice from Developer describing the nature of such City Breach in detail, and (ii) such City Breach is not cured within such seventy- two (72) hour period, or (b) such City Breach (i) cannot reasonably be cured within a seventy-two (72) hour period, and (ii) City fails to commence to cure such City Breach reasonably promptly upon receipt of written notice from Developer describing the nature of such City Breach in detail or thereafter fails to continue to make diligent and reasonable efforts to cure such City Breach; or
7.2 such City Breach does not have a material impact upon the Developer ’s access to the Easement Plaza Improvements and/or the Project or its respective quiet enjoyment and use thereof and (a) such City Breach (i) can be cured using commercially reasonable efforts within sixty (60) days after City’s receipt of written notice from Developer describing the nature of such City Breach in detail, and (ii) such City Breach is not cured within such sixty (60) day period, or (b) such City Breach (i) cannot reasonably be cured within a sixty (60) day period, and (ii) City fails to commence to cure such City Breach reasonably promptly upon receipt of written -5-
notice from Developer describing the nature of such City Breach in detail or thereafter fails to continue to make diligent and reasonable efforts to cure such City Breach.
8. Remedies. In the event of a City Default, Developer shall have any and all remedies available at law and in equity (including, without limitation, the right to seek injunctive relief).
10. Waiver of Breach or Default. No waiver by Developer of any City Breach or City Default shall constitute a waiver of any other City Breach or City Default, whether of the same or any other covenant or condition hereunder.
12. Termination. This Agreement shall terminate if the Parties mutually agree to terminate this Agreement in writing. Upon termination of this Agreement, the Parties shall execute and cause to be recorded in the Official Records an instrument terminating this Agreement.
13. Assignment. This Agreement may not be assigned by any Party and any purported assignment by any Party of this Agreement or such Party’s rights or obligations hereunder, without the written consent of the other Party, shall be null and void, except that (a) the terms, obligations, covenants and agreements of this Agreement shall run with the land and inure to the benefit of and be binding upon the Parties and their respective successors and assigns, and (b) consent of the other Party is not necessary for an assignment of this Agreement that runs with the land.
Notwithstanding the foregoing or anything contained in this Agreement to the contrary, Developer shall have the right, without the consent of City, to assign its right, title, and interest in this Agreement to any person or entity to which Developer sells, assigns or otherwise transfers its ownership interest in the Project.
14. Representations and Warranties. Each of City and Developer hereby represents and warrants as to itself:
14.1 Such Party is bound by this Agreement and it has the full right, power and authority to enter into this Agreement and perform all of its obligations hereunder and neither this Agreement nor the performance of its obligations hereunder is in violation of any agreement or instruments to which it is a party or by which it is bound;
14.2 Such Party has the right to duly perform all of its obligations hereunder free from obligation to any other party; and
14.3 The individuals executing this Agreement and the instruments refer enced herein on behalf of such Party and the partners, members, officers or trustees of such Party, if any, have the legal power, right, and actual authority to bind such Party to the terms and conditions of those documents.
15. Notices. All notices shall be in writing and either (a) personally served at the appropriate address (including by means of professional messenger service or recognized overnight delivery service, provided that any such delivery is confirmed by written receipts signed on behalf of the receiving Party or by adequate proof of service), (b) deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, or (c) nationally -6-
recognized overnight courier, addressed to the appropriate addressee and shall be deemed received and effective upon actual receipt or refusal of delivery. All addresses of the Parties for receipt of any notice to be given pursuant to this Agreement are as follows:
If to Developer:
Primestor Norwalk Entertainment, LLC
9950 Jefferson Blvd., Building 2
Culver City, CA 90232
Attn: David Abasta
If to City:
City of Norwalk
12700 Norwalk Blvd.
Norwalk, CA 90605
Attn: City Manager
with a copy to:
Alvarez-Glasman & Colvin
13181 Crossroads Pkwy. North
Suite 400 – West Tower
Industry, CA 91746
Attn: Arnold M. Alvarez-Glasman, City Attorney
Any Party may change its notice addresses by providing written notice to the other Party in the manner for giving notices as set forth above.
16. Definitions of Certain Capitalized Terms . As used in this Agreement, the following capitalized terms have the following meanings:
16.1 “Claim” means any claim (including but not limited to workers compensation claims), loss, demand, action, liability, penalty, fine, judgment, lien, forfeiture, cost, expense, damage, or collection cost (including reasonable fees of attorneys, consultants, and experts related to any Claim).
16.2 “Day” or “day” means a calendar day, unless otherwise specified.
16.3 “Governmental Authority” means any federal, state, county, municipal, and local governmental, and quasi -governmental body or authority having or exercising jurisdiction over any Party or any portion of the Project or the Easement Area.
16.4 “Legal Requirements” means all of the following, even if unforeseen or extraordinary, to the extent affecting or applicable to (a) Developer; (b) City; (c) all or any portion of the Easement Area; or (d) the use, occupancy, possession, construction, operation, maintenance, improvement, alteration, repair, or restoration of the Easement Plaza Improvements or the Easement Area: (i) all present and future laws, statutes, requirements, ordinances, orders, -7-
judgments, regulations, resolutions, covenants, restrictions, administrative or judicial determinations, of every Governmental Authority and of every court or agency claiming jurisdiction over Developer , the Easement Plaza Improvements , or the Easement Area, whether enacted or in effect as of the Effective Date or thereafter, including, but not limited to, California Labor Code §§ 1720 et seq. (to the extent applicable to any Developer activity), environmental laws, zoning laws, building codes and regulatio ns and those laws relating to accessibility to, usability by, and discrimination against, disabled individuals; and (ii) all covenants, restrictions, and conditions now or hereafter of record.
16.5 “Official Records ” means the Official Records of the County of Los Angeles, California, as maintained by the County Recorder of the County of Los Angeles.
16.6 “Permittees” means the officers, directors, employees, agents, contractors, subcontractors, licensees, customers, visitors, invitees, tenants, and concessionaires of each Party.
16.7 “Person” means and includes an individual, partnership, firm, association, limited liability company, government agency, joint venture, corporation, or any other form of entity, private or public with the power and authority to act and conduct business on its own behalf.
16.8 “Restrictions” means the limitations, restrictions, reservations, agreements, rights, easements, conditions, obligations, and covenants set forth herein.
17. Miscellaneous Provisions.
17.1 Amendments. This Agreement may not be modified or amended in whole or in part except by an instrument in writing duly executed and acknowledged by both of the Parties. No oral amendments, supplements or modifications shall be effective to bind any Party.
17.2 Invalidity of Provision. If any provision or provisions of this Agreement or of any amendment hereto, or the application thereof to any Person and/or any circumstance(s), shall be held by a court of competent jurisdiction to be invalid, void or illegal, the remaining provisions hereof and/or the application of such provision(s) to any Person and/or any circumstance(s) other than those as to which it is held to be invalid, void or illegal, shall nevertheless remain in full force and effect so long as the original intent of the Parties is effectuated to the maximum extent permitted by law and not be affected thereby.
17.3 Constructive Notice and Acceptance. Every Party , lessee and occupant who now or hereafter owns or acquires any right, title or interest in or to any portion of the City Hall Parcel or the Easement Plaza Improvements located thereon is and shall be conclusively deemed to have consented and agreed to this Agreement, whether or not any reference to this Agreement is contained in the instrument by which such Party, lessee or occupant acquired such right, title or interest.
17.4 General Rules of Interpretation . Words and phrases contained herein shall be construed according to the context and the approved usage of the English language, but technical words and phrases, and such others as have acquired a peculiar and appropriate meaning by law, or are defined in this Agreement, are to be construed according to such technical, peculiar, and appropriate meaning or definition. Whenever the context requires, all words used in the -8-
singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. As used in this Agreement, the word “includes or “including” means including without limitation, the word “or” is not exclusive and the words “herein,” “hereof,” “hereto” and hereunder refer to this Agreement as a whole unless the context otherwise requires, and references herein: (a) to articles, paragraphs, sections and exhibits mean the articles, paragraphs, sections and exhibits which are part of this Agreement as amended, supplemented or modified from time to time to the extent permitted by the provisions thereof and by this Agreement, (b) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented or modified from time to time to the extent permitted by the provisions thereof and by this Agreement, and (c) to a statute means such statute as amended, supplemented or replaced from time to time. The exhibits, schedules, ad denda, and attachments which are attached to this Agreement are made a part of this Agreement.
17.5 No Partnership. Neither anything contained in this Agreement, nor any acts of the Parties, shall be deemed or construed by any Person to create the relationship of principal and agent, or of partnership, or of joint venture, or of any association between the Parties.
17.6 Cooperation; Further Actions. The Parties shall cooperate fully with each other in order to promptly and fully carry out the terms and provisions of this Agreement. Each Party shall from time to time execute and deliver such other agreements, documents or instruments and take such other actions as may be reasonably necessary or desirable to effectuate the terms of this Agreement.
17.7 Governing Law. This Agreement is made with respect to real property located in the State of California and shall be construed, interpreted and applied in accordance with the laws of that State, without regard to conflict of law’s provisions. The venue for all Claims and suits shall be Los Angeles County, California.
17.8 No Merger. Neither this Agreement nor any portion hereof shall be extinguished by merger through the operation of law alone, but only by a recorded instrument specifically so providing.
17.9 Time of Essence. Time is of the essence with respect to the performance of each of the covenants and agreements contained in this Agreement.
17.10 Section Headings. The section headings contained in this Agreement are for convenience and identification only and shall not be deemed to limit or define the contents of the sections to which they relate.
17.11 Interpretation. No inference in favor of or against either Party shall be drawn from the fact that such P arty has drafted any portion of this Agreement. The P arties have all participated substantially in the negotiation, drafting and revision of this Agreement with representation by legal counsel and such other advisers as they have deemed appropriate.
17.12 Waivers. Any Party from time to time may waive any of its rights under this Agreement without effecting a waiver with respect to any subsequent occurrences or transactions hereunder. Except as otherwise provided in this Agreement, all waivers, consents or approvals under this Agreement must be in writing to be effective, and the failure or delay on the -9-
part of any Party in exercising any right, power or remedy hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.
17.13 Attorneys’ Fees. In the event there is litigation between the Parties regarding this Agreement, the party prevailing therein shall be entitled to recover reasonable attorneys’ fees, costs, and expenses incurred in connection with the prosecution or defense of such action from the non- prevailing party, including without limi tation costs incurred in connection with the perfection, collection or enforcement of any judgment.
17.14 Entire Agreement . This Agreement, together with the documents described and referred to herein, contains all of the agreements of the Parties with regard to the transactions contemplated hereby, and supersedes all prior agreements, understandings and negotiations, whether written or oral.
17.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to be one and the same document.
[signatures on next page]
241276813.2
238437-10002
IN WITNESS WHEREOF, the P arties have caused this Agreement to be duly executed as of the date first written above.
“PRIMESTOR”:
PRIMESTOR NORWALK ENTERTAINMENT,
LLC, a Delaware limited liability company
By: Primestor Development, Inc., a Nevada
corporation
By:
Name:
Title :
“CITY”:
CITY OF NORWALK, a California municipal
corporation
By:
Name:
Title :
APPROVED AS TO FORM:
By:
Name:
Title:
241276813.2
238437-10002
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES )
On ____________________, 202_, 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
241276813.2
238437-10002
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES )
On ____________________, 202_, 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
241276813.2
238437-10002 Exhibit D
EXHIBIT D
Affordable Housing Premises
241276813.2
238437-10002
EXHIBIT E
Description of Easement Area
Exhibit A
241276813.2
238437-10002
EXHIBIT A
Legal Description of City Property
PARCEL 11
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\Parcel 11\1321-008PCL11_exA.docx THAT PORTION OF LOT IV (4), IN SECTION 18, TOWNSHIP 3 SOUTH, RANGE 11 WEST, IN
THE RANCHO SANTA GERTUDES, IN THE CITY OF NORWALK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 AT PAGE 502 OF
MISCELLANEOUS RECORDS, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTERLINE INTERSECTION OF IMPERIAL HIGHWAY AND NORWALK BOULEVARD AS SHOWN ON RECORD OF SURVEY FILED IN BOOK 257, PAGE 95, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
THENCE ALONG THE CENTERLINE OF SAID NORWALK BOULEVARD SOUTH 00°19'23" EAST, 378.10 FEET;
THENCE LEAVING SAID CENTERLINE, NORTH 89°40'37" EAST, 50.00 FEET TO THE
EASTERLY RIGHT-OF-WAY LINE OF SAID NORWALK BOULEVARD, ALSO BEING THE WESTERLY LINE OF THAT GRANT DEED RECORDED MAY 3, 2013, AS INSTRUMENT NUMBER 20130668029 OF OFFICIAL RECORDS OF SAID COUNTY RECORDER AND A POINT ON THE SOUTHERLY LINE OF PARCEL 9 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025-0001 RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY SHOWN AS “S89°51'55"E 324.85’” ON SAID SOUTHERLY LINE ALSO BEING THE TRUE POINT OF BEGINNING;
THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89°51'55" EAST, 49.78 FEET;
THENCE LEAVING SAID SOUTHERLY LINE, SOUTH 00°19'05" EAST, 4.25 FEET;
THENCE NORTH 89°39'15" EAST, 249.58 FEET;
THENCE SOUTH 00°19'05" EAST, 77.05 FEET;
THENCE NORTH 89°39'15" EAST, 24.86 FEET TO THE WESTERLY LINE OF SAID PARCEL 9;
THENCE ALONG SAID WESTERLY LINE, SOUTH 00°08'05" WEST, 97.32 FEET;
THENCE LEAVING SAID WESTERLY LINE, SOUTH 89°39'15" WEST, 28.23 FEET;
THENCE SOUTH 00°19'05" EAST, 50.67 FEET;
THENCE SOUTH 89°39'15" WEST, 20.40 FEET;
THENCE SOUTH 00°19'05" EAST, 56.87 FEET TO THE SOUTHERLY LINE OF SAID GRANT DEED;
PARCEL 11
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\Parcel 11\1321-008PCL11_exA.docx THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89°39'59" WEST, 274.79 FEET TO SAID
EASTERLY RIGHT -OF-WAY LINE OF NORWALK BOULEVARD AND EASTERLY LINE OF SAID GRANT DEED;
THENCE ALONG SAID EASTERLY RIGHT -OF-WAY LINE AND EASTERLY LINE OF SAID GRANT DEED, NORTH 00°19'23" WEST, 288.51 FEET TO THE TRUE POINT OF BEGINNING.
THE ABOVE DESCRIBED PARCEL CONTAINS 85,925 SQUARE FEET OR 1.973 ACRES, MORE OR LESS.
AS SHOWN ON PLAT OF PARC EL 11, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS’ ACT.
J. MARTY SMITH, P.L.S. 8070
DATE PREPARED: 10/08/2025
LICENSED LAND SURVEYORSTATE OF CALIFORNIA8070J. MARTYSMITH 949.474.196015535 Sand Canyon Ave, Suite 100Irvine, California 92618fuscoe.com
949.474.196015535 Sand Canyon Ave, Suite 100Irvine, California 92618fuscoe.com
Exhibit B-2
241276813.2
238437-10002
EXHIBIT B-2
Description of City Hall Parcel
GROUND LEASE PREMISES
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\ground premises\1321-008groundpremises.docx PARCEL 1, 2, 3, 4, 5, 6, AND 8 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025 -0001 IN THE CITY OF NORWALK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY.
TOGETHER WITH
PARCEL 10
PARCEL 9 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025-0001
IN THE CITY OF NORWALK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY, TOGETHER WITH THOSE PORTIONS OF LOT IV (4), IN SECTION 18, TOWNSHIP 3 SOUTH, RANGE 11 WEST, IN THE RANCHO SANTA GERTRUDES, AS PER MAP RECORDED IN BOOK 1 AT PAGE 502 OF MISCELLANEOUS RECORDS, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL A
BEGINNING AT THE CENTERLINE INTERSECTION OF IMPERIAL HIGHWAY AND NORWALK BOULEVARD AS SHOWN ON RECORD OF SURVEY FILED IN BOOK 257, PAGE 95, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
THENCE ALONG THE CENTERLINE OF SAID NORWALK BOULEVARD SOUTH 00°19'23" EAST, 378.10 FEET;
THENCE LEAVING SAID CENTERLINE, NORTH 89°40'37" EAST, 50.00 FEET TO THE
EASTERLY RIGHT-OF-WAY LINE OF SAID NORWALK BOULEVARD, ALSO BEING THE WESTERLY LINE OF THAT GRANT DEED RECORDED MAY 3, 2013, AS INSTRUMENT NUMBER 20130668029 OF OFFICIAL RECORDS OF SAID COUNTY RECORDER AND A POINT ON THE SOUTHERLY LINE OF PARCEL 9 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025-0001 RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY SHOWN AS “S89°51'55"E 324.85’” ON SAID SOUTHERLY LINE;
THENCE ALONG SAID SOUTHERLY LINE OF SAID PARCEL 9, SOUTH 89°51'55" EAST,
49.78 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 00°19'05" EAST, 4.25 FEET;
THENCE NORTH 89°39'15" EAST, 249.58 FEET;
THENCE SOUTH 00°19'05" EAST, 77.05 FEET;
GROUND LEASE PREMISES
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\ground premises\1321-008groundpremises.docx THENCE NORTH 89°39'15" EAST, 24.86 FEET TO THE WESTERLY LINE OF SAID PARCEL 9 AND A POINT HEREINAFTER REFERRED TO AS POINT A;
THENCE ALONG SAID WESTERLY LINE, NORTH 00°08'05" EAST, 78.99 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 9;
THENCE CONTINUING ALONG SAID SOUTHERLY LINE, NORTH 89°51'55" WEST, 275.07 FEET TO THE TRUE POINT OF BEGINNING.
PARCEL B
BEGINNING AT THE HEREINBEFORE DESCRIBED POINT A,
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 9, SOUTH 00°08'05" WEST, 97.32 FEET TO THE TRUE POINT OF BEGINNING;
THENCE LEAVING THE WESTERLY LINE, SOUTH 89°39'15" WEST, 28.23 FEET;
THENCE SOUTH 00°19'05" EAST, 50.67 FEET;
THENCE SOUTH 89°39'15" WEST, 20.40 FEET;
THENCE SOUTH 00°19'05" EAST, 58.87 FEET TO THE SOUTHERLY LINE OF SAID GRANT DEED;
THENCE ALONG SAID SOUTHERLY LINE , NORTH 89°39'59" EAST, 47.76 FEET TO SAID WESTERLY LINE OF PARCEL 9;
THENCE ALONG SAID WESTERLY LINE, SOUTH 00°08'05" WEST, 109.55 FEET TO THE TRUE POINT OF BEGINNING.
AS SHOWN ON PLAT OF GROUND PREMISES , ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS’ ACT.
J. MARTY SMITH, P.L.S. 8070
DATE PREPARED: 10/27/2025
949.474.196015535 Sand Canyon Ave, Suite 100Irvine, California 92618fuscoe.com LICENSED LAND SURVEYORSTATE OF CALIFORNIA8070J. MARTYSMITH
241276813.2
238437-10002 Exhibit C
EXHIBIT C
Premises
Exhibit B-1
241276813.2
238437-10002
EXHIBIT B-1
Description of City Hall Parcel
EASEMENT
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\Const Esmt\1321-008constesmt_exA.docx THAT PORTION OF LOT IV (4), IN SECTION 18, TOWNSHIP 3 SOUTH, RANGE 11 WEST, IN
THE RANCHO SANTA GERTUDES, IN THE CITY OF NORWALK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 AT PAGE 502 OF
MISCELLANEOUS RECORDS, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTERLINE INTERSECTION OF IMPERIAL HIGHWAY AND NORWALK BOULEVARD AS SHOWN ON RECORD OF SURVEY FILED IN BOOK 257, PAGE 95, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
THENCE ALONG THE CENTERLINE OF SAID NORWALK BOULEVARD SOUTH 00°19'23" EAST, 378.10 FEET;
THENCE LEAVING SAID CENTERLINE, NORTH 89°40'37" EAST, 50.00 FEET TO THE
EASTERLY RIGHT-OF-WAY LINE OF SAID NORWALK BOULEVARD, ALSO BEING THE WESTERLY LINE OF THAT GRANT DEED RECORDED MAY 3, 2013, AS INSTRUMENT NUMBER 20130668029 OF OFFICIAL RECORDS OF SAID COUNTY RECORDER AND A POINT ON THE SOUTHERLY LINE OF PARCEL 9 OF GRANT OF WAIVER AND CERTIFICATE OF COMPLIANCE CC NO. 2025-0001 RECORDED MAY 28, 2025 AS INSTRUMENT NO. 20250353813 OF OFFICIAL RECORDS OF SAID COUNTY SHOWN AS “S89°51'55"E 324.85’” ON SAID SOUTHERLY LINE ALSO BEING THE TRUE POINT OF BEGINNING;
THENCE SOUTH 89°51'55" EAST, 49.78 FEET;
THENCE SOUTH 00°19'05" EAST, 100.81 FEET;
THENCE SOUTH 89°39'15" WEST, 19.72 FEET;
THENCE SOUTH 00°19'05" EAST, 31.44 FEET;
THENCE NORTH 89°39'15" EAST, 19.72 FEET;
THENCE SOUTH 00°19'05" EAST, 96.54 FEET;
THENCE NORTH 89°39'15" EAST, 95.80 FEET;
THENCE SOUTH 00°19'05" EAST, 16.97 FEET;
THENCE NORTH 89°39'15" EAST, 129.25 FEET;
THENCE SOUTH 00°19'05" EAST, 42.39 FEET TO THE SOUTHERLY LINE OF SAID GRANT DEED;
THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89°39'59" WEST, 58.84 FEET;
THENCE NORTH 00°19'05" WEST, 25.44 FEET;
EASEMENT
LEGAL DESCRIPTION
M:\Mapping\1321\008\Legals\Const Esmt\1321-008constesmt_exA.docx
THENCE SOUTH 89°39'15" WEST, 44.31 FEET;
THENCE SOUTH 00°19'05" EAST, 1.32 FEET;
THENCE SOUTH 89°39'15" WEST, 63.57 FEET;
THENCE NORTH 00°19'05" WEST, 1.43 FEET;
THENCE SOUTH 89°39'15" WEST, 30.23 FEET;
THENCE SOUTH 00°19'05" EAST, 25.52 FEET TO THE SOUTHERLY LINE OF SAID GRANT DEED;
THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89°39'59" WEST, 77.85 FEET TO SAID
EASTERLY RIGHT -OF-WAY LINE AND THE WESTERLY RIGHT -OF-WAY LINE OF SAID GRANT DEED;
THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE AND SAID WESTERLY RIGHT-OF- WAY LINE NORTH 00°19'23" WEST, 288.51 FEET TO THE TRUE POINT OF BEGINNING.
THE ABOVE DESCRIBED PARCEL CONTAINS 21,458 SQUARE FEET OR 0.453 ACRES, MORE OR LESS.
AS SHOWN ON PLAT OF EASEMENT , ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS’ ACT.
J. MARTY SMITH, P.L.S. 8070
DATE PREPARED: 10/08/2025
LICENSED LAND SURVEYORSTATE OF CALIFORNIA8070J. MARTYSMITH 949.474.196015535 Sand Canyon Ave, Suite 100Irvine, California 92618fuscoe.com
949.474.196015535 Sand Canyon Ave, Suite 100Irvine, California 92618fuscoe.com