AMENDMENT TO EXCHANGE AND EASEMENT AGREEMENT
THIS AMENDMENT TO EXCHANGE AND EASEMENT AGREEMENT (this "Amendment") is entered into as of the 15th day of May, 2018, by and among THE CITY OF REDONDO BEACH, a California chartered municipal corporation (City"), and SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company ("South Bay Center"), and SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company (together with its successors and assigns, "Developer") to amend that certain Exchange and Easement Agreement between City and South Bay Center and Developer dated as of June 1, 2013 (the "Exchange Agreement"). Each of City and South Bay Center and Developer may be referred to collectively herein as the "Parties" or singularly as a "Party."
Each initially capitalized term in this Amendment not otherwise defined herein shall have the meaning ascribed to such term in the Exchange Agreement.
RECITALS:
A. The Parties entered the Exchange Agreement in order to set forth the terms and conditions under which (i) Developer will ground lease to the City the FC Kingdale Parcel; (ii) City shall construct a new transit terminal on the Future Transit Center Parcel; (iii) the City shall demolish the existing transit center and restore the City Galleria Parcel as set forth herein; (iv) the City shall transfer the City Galleria Parcel to Developer; (v) Developer shall transfer the FC Kingsdale Parcel to the City; and (vi) Developer shall dedicate for street and highway purposes a portion of Parcel 4 of Parcel Map No. 16008 (referred to as the "Right-of-Way (ROW) Dedication Parcel" and/or "Parcel A"). Collectively, the transactions described in this Recital A are referred to as the "Swap"
B. The Step One Closing occurred and all obligations of the Parties as to the Step One Closing have been satisfied
C. Following the Step One Closing, there were changes in circumstances affecting certain aspects of the Swap.
D. The parties desire to enter into this Amendment to memorialize their agreement to changes in certain timing requirements of the Swap: to acknowledge the identity of the new Lender; to acknowledge the revised legal description of the City Galleria Parcel and the dedication of the ROW Dedication Parcel; and to otherwise take account of current circumstances related to the Swap, as described in Recital A above.
NOW THEREFORE, in consideration of the foregoing and of the covenants and conditions contained herein, the Parties agree to amend the Agreement as follows and all references to "this Agreement" shall mean the Exchange and Easement Agreement as amended hereby.
1. Definitions.
The term "Amendment Closing Date" is inserted and defined as the date the Amendment to Exchange Agreement, Amendment to Ground Lease, and Utility Easement and Maintenance N.3
Agreement, with required collateral documents are signed by the Parties and delivered into Escrow.
The term "City Galleria Parcel" is hereby amended to refer to certain real property in the City of Redondo Beach, California, as legally described on the revised Exhibit "S" attached hereto and depicted as Parcels C and D on Exhibit "S" attached hereto which is located adjacent to the South Bay Galleria, a shopping center owned by Developer.
The term "Consent Agreement" is hereby deleted.
The term "Lender" is hereby deleted.
The term "New Lender" is hereby inserted and defined as Fifth Third Bank, an Ohio banking corporation, and in each instance in the Exchange Agreement the term "Lender" is replaced with the term "New Lender",
The term "Loan Documents" is deemed to refer to the loan documents executed by and between Developer and the New Lender.
The term "Right-of-Way (ROW) Dedication" is inserted and means the recordable document evidencing Developer's dedication of the ROW Dedication Parcel, in the form attached hereto as Exhibit "V"
The term "ROW Dedication Parcel" is hereby inserted and refers to Parcel A as depicted on Exhibit "S" attached hereto and legally described on Exhibit "T" attached hereto that Developer is dedicating to City for street and highway purposes.
The term "Utility Easement and Maintenance Agreemeni" is inserted and defined as that certain recordable utility easement and maintenance agreement between Developer and City by which Developer agrees to certain maintenance obligations over its property adjacent to the City Galleria Parcel and grants certain access rights thereto for the benefit of public utilities and the public and of the City for street light installation and maintenance and by which the City agrees to install and maintain the street lights on such property, including a subordination from New Lender, in the form of that attached hereto as Exhibit "U" The term "Turning Lane Easement" is hereby deleted and all references to Turning Lane Easement in the Agreement are deleted.
2. The title of Paragraph 2 is amended to be: FC PARCEL AND ROW DEDICATION PARCEL AND CITY GALLERIA PARCEL. The following language is added at the end of the section: The ROW Dedication Parcel is depicted on Exhibit "S" attached hereto and legally described as Parcel A on Exhibit "T" attached hereto.
3. The first sentence of Section 3 is deleted in its entirety and replaced as follows:
Subject to the terms and conditions of this Agreement, Developer agrees to ground lease the FC Kingdale Parcel to City pursuant to the Ground Lease, substantially in the form attached hereto as Exhibit "D-1", as amended by that certain Amendment to Ground Lease dated as of the date herewith, which Amendment to Ground Lease is attached hereto as Exhibit "D-3"; provided, N.3
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however, that the City and Lender shall execute and deliver to Escrow a Subordination, Non- Disturbance and Attornment Agreement in the form attached hereto as Exhibit "D-2" (the "SNDA"), which replaces the prior Exhibit "D-2" in its entirety.
4.1. In subparagraph (i), a new clause (c) is added following clause (b) that reads as follows: *(c) and dedicate the ROW Dedication Parcel and".
5.1. The following language is added at the end of the Section: The parties shall, within three (3) business days following the mutual execution of this Amendment, deliver to Escrow Agent this Amendment, the Amendment to Ground Lease, and the Utility Easement and Maintenance Agreement, with required collateral documents, including recordable documents and new agreements associated with the Swap, and shall replace all documents to be recorded with new documents as added or amended hereby and with the proper signatories and new notary forms to comply with California law. The date of delivery of such documents and fees payable to Escrow and required for recordation paid by the City, shall be the Amendment Closing Date.
5.2(a)(vii) is deleted in its entirety.
5.2(a)(xiii) is inserted as follows: two (2) originals of the Utility Easement and Maintenance Agreement duly executed by Developer and acknowledged, and duly executed by New Lender, as to the subordination provisions, and acknowledged, in the form of that attached hereto as Exhibit "U"
5.3(a)(vi) is deleted in its entirety.
5.3(a)(xii) is inserted as follows: two (2) originals of the Utility Easement and Maintenance Agreement duly executed and acknowledged by the City.
5.5(b)(iii). This clause is deleted in its entirety.
5.5(b)(vii). The words "Turning Lane Easement" are deleted and replaced with the words "Utility Easement and Maintenance Agreement."
5.5(b). Clause (x) is revised to be clause (xi) and begin with the word "Eleventh" and clause (xi) is revised to be clause (xii) and begin with the word "Twelfth" and a new clause (x) inserted to read as follows: (x) Tenth, record the ROW Dedication.
5.6(a)(iv). The words "(iv) the recorded Turning Lane Easement," are deleted.
5.6(a)(x) is inserted as follows: the recorded Utility Easement and Maintenance Agreement: and.
5.6(a)(xi) is inserted as follows: the recorded ROW Dedication.
6.2(d). This provision is deleted in its entirety, and replaced as follows: "The City shall have delivered notice to the Developer certifying that: the Existing Transit Center has been demolished; the existing structure affected by the demolition has been repaired and painted at City's sole cost and expense, a new public access and walkway area consisting of a sidewalk.
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landscaping, parking lot, and streetlights as shown on the depiction attached hereto as Exhibit *P" has been constructed on the City Galleria Parcel and portions of the Property owned by Developer adjacent to the City Galleria Parcel in accordance with applicable laws and the provisions of Section 10(c) below:*
6.2(e). This clause is amended to insert the words and the Utility Easement and Maintenance Agreement" at the end of the clause.
6.2(i). This clause is deleted in its entirety and replaced with the following: The Lender shall have consented to the Step Two Closing and all of the Conditions to Developer's Obligation to Closing as set forth in Section 6.2 shall have been satisfied or waived.
6.4. The following language is inserted at the end of the section: Possession of the ROW Dedication Parcel shall be delivered to City concurrently with the recordation of the ROW Dedication.
14.1(d). The following provision is inserted: Developer hereby grants to City temporary access during the period of demolition and construction in, to, over, under, and across such portions of the property owned by the Developer that are adjacent to the Existing Transit Center as necessary for the City's installation and maintenance of street lights and any required construction and maintenance of the adjacent landscaped area and walkway, including, without limitation, the right to remove, repair, or relocate water, electrical, telephone, power, and other utility lines, and the right of entry and exit over and through Developer's adjacent property as needed for demolition and installation of street lights, all of which shall expire and be of no further force or effect upon and after the Step Two Closing Date. In exercising its rights under the temporary access rights described herein, the City shall use its commercially reasonable efforts to not materially interfere with access to or the business operations of the Galleria Shopping Center. City shall provide notice to Developer's property manager at least ten (10) calendar days prior to the date City intends to enter the adjacent property. City shall indemnify Developer for any losses incurred by Developer as a result of City's exercise of the rights granted hereunder, and shall maintain insurance and require any agents to maintain insurance in an amount a reasonable person performing work of the type to be performed would carry.
14.2(d). This provision is deleted in its entirety and replaced as follows:
Except as otherwise set forth in this Agreement, City shall be responsible for the payment of Developer's out-of-pocket costs associated with the Exchange (regardless of whether such Exchange is consummated or not), including any title insurance, escrow fees, survey costs as well as any costs and expenses incurred by Lender in connection with the transactions described in this Agreement. Such costs shall include but not be limited to, out-of-pocket legal fees and expenses incurred by Lender in reviewing the proposed transaction documents (including reimbursement of Lender's legal expenses advanced by Developer), completion of a Phase One environmental study, Rating Agency Approval, title insurance premiums, recording and filing fees and escrow fees; provided, however, that the Parties acknowledge and agree that certain of these costs were paid at the time of the Step One Closing (including survey costs and completion of a Phase I environmental study and Rating Agency Approval). The City shall be responsible for all consultants fees incurred in connection with the reconstruction of the landscaped area and N.3
walkway following demolition of the Transit Center. The costs referred to in the foregoing two sentences shall be referred to collectively as the "Third Party Costs".
15.5(a). The first sentence is deleted in its entirety and replaced with *The Parties agree that in the event the City has not completed construction of a New Transit Center on the FC Kingdale Parcel by March 31, 2021 for any reason whatsoever (except for an event of force majeure, as described in Section 17(f) of the Ground Lease, or an event of delay or default by Developer in which event the date for commencement of construction shall be extended for the period of the event of force majeure or Developer delay shall have terminated and construction is practicable), either Party may terminate this Agreement upon thirty (30) days written notice to the other Party.
16.5 The two references to Prudential Asset Resources, Inc. are deleted and replaced with the following address for New Lender:
Fifth Third Bank, an Ohio Banking Corporation :
222 South Riverside Plaza 33rd Floor
Chicago, III 60606
Attn: Michael Glandt
With a copy to:
Dykema Gossett PLLC
10 South Wacker Drive Suite 2300
Chicago, ILL 60606
Attn: Michael S Kurtzom
16.7. In the second sentence, the words "Exhibit Q" are deleted and replaced with the words "Exhibit V".
Exhibit "A-3" (legal description of City Galleria Parcel) is deleted in its entirety and replaced with Exhibit "A-3" attached hereto, and all references in the Exchange Agreement are deemed to refer to Exhibit "A-3" as amended.
Exhibit "B" (Memorandum of Exhange and Easement Agreement) is deleted in its entirety and replaced with Exhibit "B-2" (Memorandum of Amended Exchange and Easement Agreement) attached hereto, and all references in the Exchange Agreement are deemed to refer to Exhibit "B-2" as amended.
Exhibit "D-2" (SNDA) is deleted in its entirety and replaced with Exhibit "D-2" attached hereto, and all references in the Exchange Agreement are deemed to refer to Exhibit "D-2" as amended.
Exhibit "D-3" is inserted as the Amendment to Ground Lease.
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Exhibit "E" (City Galleria Parcel Deed) is deleted in its entirety and replaced with Exhibit "E" attached hereto, and all references in the Exchange Agreement are deemed to refer to Exhibit "E" as amended.
Exhibit "F" (City Galleria Parcel Pro Forma Title Policy) is deleted in its entirety and replaced with Exhibit "F" attached hereto and all references in the Exchange Agreement are deemed to refer to Exhibit "F" as amended.
Exhibit "L" is deleted in its entirety and replaced with Exhibit "L" attached hereto, and all references in the Exchange Agreement are deemed to refer to Exhibit "L" as amended.
Exhibit "M" (Turning Lane Easement) is deleted in its entirety.
Exhibit "P" (improvements on City Galleria Parcel) is deleted in its entirety and replaced with Exhibit "P" attached hereto, and all references in the Exchange Agreement are deemed to refer to Exhibit "P-" as amended.
Exhibit "O (two UCC-Amendments and the Affidavit) is deleted in its entirety and replaced with Exhibit "Q" attached hereto, and all references in the Exchange Agreement are deemed to refer to Exhibit "O" as amended.
Exhibit "R" Intentionally left blank.
Exhibit"S is inserted as the License and Exchange Agreement Map of Parcels.
Exhibit "T" is inserted as the legal description of Parcels.
Exhibit *U" is inserted as the Utility Easement and Maintenance Agreement.
Exhibit "V" is inserted as the ROW Dedication.
Except as expressly modified by this Amendment, the terms of the Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
CITY
CITY OF REDONDO BEACH, a California chartered municipal corporation
By:_
Name:
Title:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
DEVELOPER
SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:_
Name:
Title:
SOUTH BAY CENTER SPE, LLC, A
Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:_
Name:
Title:
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Consented and Agreed:
New Lender hereby consents to the foregoing Amendment to Exchange and Easement Agreement.
NEW LENDER:
By:
Name:
Title:
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ALL PURPOSE ACKNOWLEDGMENT
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
On before me, a notary public for said state,
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
(Seal)
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ALL PURPOSE ACKNOWLEDGMENT
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
On , before me, a notary public for said state,
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
(Seal)
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ALL PURPOSE ACKNOWLEDGMENT
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
On _ before me, a notary public for said state,
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
(Seal)
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EXHIBIT A-3
LEGAL DESCRIPTION OF CITY GALLERIA PARCEL
12 Page 788c.356
EXHIBIT A-3:City Galleria Parcel
THAT CERTAIN REAL PROPERTY, IN THE CITY OF REDONDO BEACH, COUNTY OF LOS ANGELES STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: (SEE ALSO EXHIBITS FOR MAP) PARCEL C:
THAT PORTION OF PARCEL 4, OF PARCEL MAP NO. 16008, RECORDED IN PARCEL MAP BOOK 169, PAGES 78 AND 79, AND THAT PORTION OF PARCEL 1, OF PARCEL MAP NO. 17629, RECORDED IN PARCEL MAP BOOK 187, PAGES 40 AND 41, OF MAPS, ALL OF WHICH IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 4, THENCE, SOUTHERLY ALONG THE WESTERLY LINE OF SAID.
PARCEL 4, SOUTH 00°05'17" WEST, 138.30 FEET TO A POINT IN THE NORTH LINE OF SAID PARCEL 1, SAID POINT BEING THE TRUE POINT OF BEGINNING (2) OF THIS DESCRIPTION, THENCE CONTINUING SOUTHERLY SOUTH 00°05'17" WEST, 364.51 FEET ALONG A LINE THAT IS PARALLEL AND DISTANT 20.00 FEET EASTERLY, FROM THE CENTERLINE OF KINGDALE AVENUE, AS SHOWN ON SAID PARCEL MAP 17629, TO A POINT IN THE SOUTHERLY LINE OF SAID PARCEL 1, THENCE EASTERLY AND SOUTHERLY ALONG SAID SOUTHERLY LINE OF SAID PARCEL 1, TO THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 1, THENCE NORTH 00°04'25" EAST, 412.67 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 1, THENCE WESTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 1, NORTH 89°55'33" WEST, 30.57 FEET TO THE TRUE POINT OF BEGINNING (2).
CONTAINING 12,246.8 SQ.FT., MORE OR LESS.
PARCEL D:
THAT PORTION OF PARCEL 4, OF PARCEL MAP NO. 16008, RECORDED IN PARCEL MAP BOOK 169, PAGES 78 AND 79, AND THAT PORTION OF PARCEL 1, OF PARCEL MAP NO. 17629, RECORDED IN PARCEL MAP BOOK 187, PAGES 40 AND 41, OF MAPS, ALL OF WHICH IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING EASTERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 4, THENCE, SOUTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL 4, SOUTH 00°05'17" WEST, 138.30 FEET TO A POINT IN THE NORTH LINE OF SAID PARCEL 1, THENCE EASTERLY ALONG SAID NORTHERLY LINE OF SAID PARCEL 1, SOUTH 89°55'33" EAST, 30.57 FEET TO AN ANGLE POINT, THENCE SOUTH 00°04'25" WESTST, 412.67 FEET, TO THE MOST SOUTHERLY CORNER OF SAID PARCEL 1 CONTAINING 3,760 SQ.FT., MORE OR LESS.
EXHIBIT B-2
MEMORANDUM OF AMENDED EXCHANGE AND EASEMENT AGREEMENT
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RECORDING REQUESTED BY
Stewart Title of California, Inc.
WHEN RECORDED MAIL TO
AND MAIL TAX STATEMENTS TO:
South Bay Associates SPE, LLC
c/o QIC US Investment Services Inc.
222 North Sepulveda Blvd., Suite 2350
El Segundo, California 90245
Attn: Brenton Watson
THE SPACE ABOVE IS FOR RECORDER'S USE
MEMORANDUM OF AMENDED EXCHANGE AND EASEMENT
AGREEMENT
APN: 4082-020-010 AND 4082-018-900
ESCROW NO.: 12110400
TITLE NO.: 450461 AND 450459; UNIT 7733
DOCUMENTARY TRANSFER TAX S 0. THIS IS A CONVEYANCE OF AN
EASEMENT AND THE CONSIDERATION AND VALUE IS LESS THAN
S100.00. R&T 11911.
This document is recorded for the benefit of the City of Redondo Beach and is exempt from the payment of the recording fee pursuant to Government Code Section 27383.
THIS MEMORANDUM OF AMENDED EXCHANGE AND EASEMENT
AGREEMENT ("Memorandum") is made as of this 15' day of May, 2018, by and among SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company (the "South Bay Center"), and SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company (together with its successors and assigns, "Developer") and CITY OF REDONDO BEACH, a California chartered municipal corporation (the "City").
WHEREAS, by a certain Exchange and Easement Agreement dated as of June 1, 2013 (the "Original Exchange Agreement"), City agreed to transfer that certain property owned by the City and sometimes referred to as the City Galleria Parcel to the Developer and the Developer agreed to transfer that certain property owned by the Developer and sometimes referred to as the FC Kingdale Parcel to the City, and the Developer granted to the City certain easement rights over the FC Kingdale Parcel, subject to the terms, covenants and conditions set forth in the Original Exchange Agreement; and N.3
WHEREAS, City and Developer recorded a Memorandum of Exchange and Easement Agreement dated as of _ and recorded on
, as Instrument No. in the Recorder's Office of
Los Angeles County, California; and
WHEREAS, City and Developer entered into an Amendment to Exchange and Easement Agreement dated as of → and desire to
record this Memorandum of Amended Exchange and Easement Agreement in the Recorder's Office of Los Angeles County. California as to the terms of the Exchange and Easement Agreement as so amended (the "Amended Exchange Agreement"); NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto state as follows with respect to the Amended Exchange Agreement:
1. The City is the owner of the City Galleria Parcel, commonly known as 1820 Kingdale Avenue, Redondo Beach, California, and legally described as the following real property, in the City of Redondo Beach, County of Los Angeles, State of California:
PARCEL 1 OF PARCEL MAP NO. 17629 IN THE CITY OF REDONDO BEACH,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED IN BOOK 187, PAGES 40 AND 41 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
2. The Developer is the owner of the FC Kingsdale Parcel, commonly known as 1601 Kingsdale Avenue, Redondo Beach, California, and legally described as the following real property, in the City of Redondo Beach, County of Los Angeles, State of California:
LOT 6 OF TRACT NO. 40733,IN THE CITY OF REDONDO BEACH, COUNTY OF LOS ANGELES.STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 998, PAGES 77 TO 79 INCLUSIVE OF MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
3. The Developer shall dedicate for street and highway purposes the portion of its real property located in the City of Redondo Beach, County of Los Angeles, State of California, legally described as:
PARCEL E:
THAT PORTION OF PARCEL 1, OF PARCEL MAP NO. 17629, RECORDED IN PARCEL MAP BOOK 187, PAGES 40 AND 41, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
THE WESTERLY 20.00 FEET OF SAID PARCEL 1.
CONTAINING 7,153.6 SQ.FT., MORE OR LESS.
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PARCEL A:
THAT PORTION OF PARCEL 4, OF PARCEL MAP NO. 16008, RECORDED IN PARCEL MAP BOOK 169, PAGES 78 AND 79, OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, BEGINNING AT THE
NORTHWESTERLY CORNER OF SAID PARCEL 4, THENCE EASTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 4, NORTH 89°59'35" EAST, 25.00
FEET, THENCE LEAVING SAID NORTHERLY LINE, IN A STRAIGHT LINE, SOUTH 45°02'25* WEST, 35.38 FEET, TO A POINT IN THE WESTERLY LINE OF SAID PARCEL 4, DISTANT SOUTHERLY 25.00 FEET FROM THE POINT OF
BEGINNING, THENCE NORTHERLY ALONG SAID WESTERLY LINE OF SAID PARCEL 4, NORTH 00°05'17" EAST, 25.00 FEET, TO THE POINT OF BEGINNING.
CONTAINING 312.5 SQ. FT., MORE OR LESS.
4. The Developer shall grant a license for the City's street light system and public access over a portion of its real property located in the City of Redondo Beach, County of Los Angeles, State of California, legally described as:
PARCEL B:
THAT PORTION OF PARCEL 4, OF PARCEL MAP NO. 16008, RECORDED IN PARCEL MAP BOOK 169, PAGES 78 AND 79, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 4, THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL 4, 25.00 FEET, TO THE TRUE POINT OF BEGINNING (1);
THENCE CONTINUING SOUTHERLY ALONG SAID WESTERLY LINE OF SAID PARCEL 4,SOUTH 00°05*17" WEST, 113.30 FEET TO A POINT IN THE NORTHERLY LINE OF PARCEL 1, OF PARCEL MAP NO. 17629, RECORDED IN PARCEL MAP BOOK 187, PAGES 40 AND 41, OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, THENCE EASTERLY ALONG SAID NORTHERLY LINE OF SAID PARCEL 1, SOUTH 89°55 33" EAST, 30.57 FEET TO AN ANGLE POINT, THENCE NORTH 00°04'25" EAST, 138.34 FEET TO A POINT IN THE NORTHERLY LINE OF SAID PARCEL 4, THENCE WESTERLY ALONG SAID NORTHERLY LINE, SOUTH 89°59'35" WEST, 5.54 FEET TO A POINT DISTANT 25.00 FEET EASTERLY FROM THE POINT OF BEGINNING, THENCE.
LEAVING SAID NORTHERLY LINE IN A STRAIGHT LINE, SOUTH 45°02'25"* WEST, 35.38 FEET TO THE TRUE POINT OF BEGINNING (1).
CONTAINING 3,914.5 SQ.FT., MORE OR LESS
PARCEL C:
THAT PORTION OF PARCEL 4, OF PARCEL MAP NO. 16008, RECORDED IN PARCEL MAP BOOK 169, PAGES 78 AND 79, AND THAT PORTION OF PARCEL 1, OF PARCEL MAP NO. 17629, RECORDED IN PARCEL MAP BOOK 187, PAGES 40 AND 41, OF MAPS, ALL OF WHICH IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 4, THENCE, SOUTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL 4, SOUTH 00°05'17" WEST, 138.30 FEET TO A POINT IN 3 N.3
THE NORTH LINE OF SAID PARCEL 1, SAID POINT BEING THE TRUE POINT OF BEGINNING (2) OF THIS DESCRIPTION, THENCE CONTINUING SOUTHERLY SOUTH 00°05'17" WEST, 364.51 FEET ALONG A LINE THAT IS PARALLEL AND DISTANT 20.00 FEET EASTERLY, FROM THE CENTERLINE OF KINGSALE AVENUE, AS SHOWN ON SAID PARCEL MAP 17629, TO A POINT IN THE SOUTHERLY LINE OF SAID PARCEL 1, THENCE EASTERLY AND SOUTHERLY ALONG SAID SOUTHERLY LINE OF SAID PARCEL 1, TO THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 1, THENCE NORTH 00°04'25* EAST, 412.67 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 1, THENCE WESTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 1, NORTH 89°55'33* WEST, 30.57 FEET TO THE TRUE POINT OF BEGINNING (2).
CONTAINING 12,246.8 SQ.FT., MORE OR LESS.
5. The Developer shall grant a non-exclusive, perpetual easement for utilities and municipal services on, over, and under a portion of its real property located in the City of Redondo Beach, County of Los Angeles, State of California, legally described as:
PARCEL B
THAT PORTION OF PARCEL 4, OF PARCEL MAP NO. 16008, RECORDED IN PARCEL MAP BOOK 169, PAGES 78 AND 79, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 4, THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL 4, 25.00 FEET, TO THE TRUE POINT OF BEGINNING (1):
THENCE CONTINUING SOUTHERLY ALONG SAID WESTERLY LINE OF SAID PARCEL 4,SOUTH 00°05*17" WEST, 113.30 FEET TO A POINT IN THE NORTHERLY LINE OF PARCEL 1, OF PARCEL MAP NO. 17629, RECORDED IN PARCEL MAP BOOK 187, PAGES 40 AND 41, OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, THENCE EASTERLY ALONG SAID NORTHERLY LINE OF SAID PARCEL 1, SOUTH 89°55'33" EAST, 30.57 FEET TO AN ANGLE POINT, THENCE NORTH 00°04'25* EAST, 138.34 FEET TO A POINT IN THE NORTHERLY LINE OF SAID PARCEL 4, THENCE WESTERLY ALONG SAID NORTHERLY LINE, SOUTH 89°59'35" WEST, 5.54 FEET TO A POINT DISTANT 25.00 FEET EASTERLY FROM THE POINT OF BEGINNING, THENCE, LEAVING SAID NORTHERLY LINE IN A STRAIGHT LINE, SOUTH 45°02'25" WEST, 35.38 FEET TO THE TRUE POINT OF BEGINNING (I).
CONTAINING 3,914.5 SQ.FT., MORE OR LESS
PARCEL C:
THAT PORTION OF PARCEL 4, OF PARCEL MAP NO. 16008, RECORDED IN PARCEL MAP BOOK 169, PAGES 78 AND 79, AND THAT PORTION OF PARCEL 1, OF PARCEL MAP NO. 17629, RECORDED IN PARCEL MAP BOOK 187, PAGES 40 AND 41, OF MAPS, ALL OF WHICH IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 4, THENCE, SOUTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL 4, SOUTH 00°05'17" WEST, 138.30 FEET TO A POINT IN THE NORTH LINE OF SAID PARCEL 1, SAID POINT BEING THE TRUE POINT 4 N.3
OF BEGINNING (2) OF THIS DESCRIPTION, THENCE CONTINUING SOUTHERLY SOUTH 00°05*17" WEST, 364.51 FEET ALONG A LINE THAT IS PARALLEL AND DISTANT 20.00 FEET EASTERLY, FROM THE CENTERLINE OF KINGSALE AVENUE, AS SHOWN ON SAID PARCEL MAP 17629, TO A POINT IN THE SOUTHERLY LINE OF SAID PARCEL 1, THENCE EASTERLY AND SOUTHERLY ALONG SAID SOUTHERLY LINE OF SAID PARCEL 1, TO THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 1, THENCE NORTH 00°04*25" EAST, 412.67 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 1, THENCE WESTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 1, NORTH 89°55*33" WEST, 30.57 FEET TO THE TRUE POINT OF BEGINNING (2).
CONTAINING 12,246.8 SQ.FT., MORE OR LESS.
6. The Amendment to Exchange and Easement Agreement was executed by and between the Developer and the City and was dated as of
7. The addresses of the parties are as follows:
A. Developer: SOUTH BAY ASSOCIATES SPE, LLC
c/o QIC US Investment Services Inc.
222 North Sepulveda Blvd., Suite 2350
El Segundo, California 90245
Attn: Brenton Watson
B. City: CITY OF REDONDO BEACH
415 Diamond Street
Redondo Beach. California 90277
Attention: City Manager
This Memorandum may be executed in counterparts.
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IN WITNESS WHEREOF, the parties hereto have executed this Memorandum on the date first above written.
"City"
The City of Redondo Beach,
a California municipal chartered corporation
By:
Name:
Title:
Attest:
City Clerk
Approved as to Form:
City Attorney
"Developer"
SOUTH BAY ASSOCIATES SPE, LLC
a Delaware limited liability company
By:
Name:
Title:
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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
before me, personally
appeared who proved to me on the basis of satisfactory
evidence to be the person(s) whose names) 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 (Seal)
N.3