HomeMy WebLinkAbout03-16-11 BCP SETTLEMENT AGREEMENTSETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ( "Agreement ") is entered by and
between:
(a) Bay City Partners LLC, a California limited liability company (Also known as
Bay Cities Partners, LLC) ( "Bay City "), on behalf of itself and its successors, successors -in-
interest and assigns, on the one hand; and
(b) The City of Seal Beach, a municipal corporation; the City of Seal Beach
Redevelopment Agency and the City of Seal Beach Planning Commission (collectively, "City ")
on behalf of themselves and each of their agencies, divisions, departments, attorneys, staff
members, agents and representatives, on the other.
The Agreement shall be effective as of March 16, 2011 ( "Effective Date ")
The Agreement is entered into with respect to the following facts:
RECITALS
A. Bay City represents that it holds fee title to vacant land of approximately 10.697
acres located between First Street and the San Gabriel River, and between Marina Drive and the
City beach in the City, as shown on Exhibit A attached hereto (the "Property ")
Bay City's Proposed Residential Project
B. Bay City has owned the Property since approximately May 27, 2003. Bay City
intends to pursue residential development of the Property.
C. Bay City seeks to develop a subdivision of 48 residential lots on the Property
suitable for single - family detached homes with the balance remaining Open Space (the
"Proposed Residential Project "). Such lots will be located on the Property generally and largely
north of the westerly prolongation of the southern right -of -way boundary of Central Way as
shown specifically on Exhibit B attached hereto (the "Proposed Residential Project Area ").
Exhibit C -1 attached hereto is the legal description ( "Legal Description ") of the Proposed
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Residential Project Area. The Proposed Residential Project is shown on plans submitted to the
City and is attached hereto as Exhibit C -2 ( "Proposed Residential Project Plans ").
D. Beginning before 2009, Bay City applied to the City for some of the land use and
other entitlements and permits required by the City for the Proposed Residential Project. These
land use and other entitlements and permits consist of:
(1) Certificate of Compliance 2009 -01, approved and recorded March 10,
2009 as Instrument No. 2009000109534 in the Official Records, Orange County, California;
(2) Certificate of Compliance 2010 -01, approved and recorded August 27,
2010 as Instrument No. 2010000419498 in the Official Records, Orange County, California; and
(3) Lot Line Adjustment, approved December 2010.
E. Bay City seeks to obtain all land use and other entitlements and permits from the
City required by the City and other agencies for the Proposed Residential Project. Bay City also
wishes to obtain a coastal development permit ( "CDP ") from the California Coastal Commission
( "Coastal Commission ") for the Proposed Residential Project
F. In furtherance of this effort, Bay City intends to submit, on or before March 31,
2011, or as soon thereafter as reasonably possible, the remaining applications for all land use and
other entitlements and permits required by the City for development of the Proposed Residential
Project.
G. The remaining portion of the Property, not included in the Proposed Residential
Project Area, lies generally and largely south of the westerly prolongation of the southern right-
of -way boundary of Central Way as shown more specifically on Exhibit D attached hereto (the
"Open Space ").
The City's River's End Project
H. The City seeks to refurbish and improve its River's End Staging Area and San
Gabriel River Bike Trail through its River's End Staging Area and San Gabriel River Bikeway
Enhancement Plan (the "River's End Project "). Much of the River's End Project is located on
property adjacent to the southwesterly boundary of the Property.
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I. A segment of the bike trail that is part of the River's End Project crosses onto the
Property along the San Gabriel River at the Property's westerly property line, as shown on
Exhibit E attached hereto (the "Bike Trail Parcel "). The City wishes to acquire the Bike Trail
Parcel from Bay City for the River's End Project. The City has not filed a complaint in eminent
domain to acquire the Bike Trail Parcel.
J. In April 2005, the City successfully applied to the Rivers and Mountain
Conservancy for a grant to help fund the River's End Project (the "RMC Grant ").
K. In 2010, the City submitted an application to the Coastal Commission for a CDP
for the River's End Project.
L. On October 26, 2010, Bay City submitted an objection to the Coastal Commission
opposing the Commission's issuance of a CDP to the City for the River's End Project. Bay City
asserted that portions of the River's End Project are located on the Property.
M. In November 2010, the Coastal Commission staff deemed the City's application
for a CDP for the River's End Project incomplete.
Bay City's Challenge to the River's End Project in the CEQA Lawsuit
N. On April 19, 2010, Bay City filed a petition for writ of mandate and complaint for
declaratory and injunctive relief against the City, pursuant to the California Environmental
Quality Act ( "CEQA Lawsuit ").) The CEQA Lawsuit is entitled Bay City Partners LLC v. City
of Seal Beach, et al. (Orange County Superior Court Case No. 30 -2010 00364553). In the
CEQA Lawsuit, Bay City sought to challenge the City's certification of a Mitigated Negative
Declaration and Mitigation Monitoring and Reporting Program for the River's End Project.
O. On February 1, 2011, the Court entered Judgment in the CEQA Lawsuit. The
Judgment granted Bay City's petition in part and denied it in part. On February 1, 2011, the
Court issued a Writ of Mandate directed to the City. On March 1, 2011, Bay City appealed the
Judgment denying its petition in part.
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The City's Condemnation Lawsuit
P. On September 23, 2009, the City filed a complaint in eminent domain entitled
City of Seal Beach v. Bay City Partners LLC et al. (Orange County Superior Court Case No. 30-
2009 00305309) ( "Condemnation Lawsuit "). In the Condemnation Lawsuit, the City sought,
among other things, to acquire two portions of the Property located at First Street and Ocean
Avenue. In particular, the City sought to acquire:
(1) A portion of Orange County Assessor's Parcel Numbers 043 - 171 -02 and
043 - 172 -13, as shown on Exhibit F attached hereto, in fee simple, reserving therefrom that non-
exclusive easement for transportation of oil, gas and water, as more particularly set forth in that
certain Easement Agreement dated February 17, 2009 and recorded November 2, 2009, as
Instrument No. 2009000593882 in the Official Records, Orange County, California (the
"Driveway Parcel "). The City asserted that it sought to acquire the Driveway Parcel for an
access road.
(2) A portion of Orange County Assessor's Parcel Numbers 043 - 171 -02 and
043 - 172 -13, as shown on Exhibit G attached hereto, in fee simple, reserving therefrom that non-
exclusive easement for transportation of oil, gas and water, as more particularly set forth in that
certain Easement Agreement dated February 17, 2009 and recorded November 2, 2009, as
Instrument No. 2009000593882 in the Official Records, Orange County, California (the "Sewer
Parcel "). The City asserted that it sought to acquire the Sewer Parcel for a sewer maintenance
area.
Q. The City asserted that it sought to acquire the Driveway Parcel for a public access
roadway from First Street and Ocean Avenue to the public parking lot that serves the River's
End Project. The City further asserted that it needed the Driveway Parcel in order to maintain
public access to the public beach, the Pacific Ocean, Windsurfer Park, the First Street parking
lot, and the River's End Cafe.
R. The City asserted that it sought to acquire the Sewer Parcel for a sewer
maintenance area to maintain an existing City sewer line.
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The Settlement
S. The intentions of Bay City and the City in entering this Agreement include,
without limitation:
(1) Good faith consideration of land use and other entitlements and permits
for Bay City's Proposed Residential Project, including issuance of a CDP from the Coastal
Commission;
(2) Compensation of Bay City for the transfer to the City of fee title to the
Driveway Parcel, the Sewer Parcel, the Bike Trail Parcel, and the Open Space as promptly as
possible;
(3) Resolution of all existing, current disputes and litigation between Bay City
and the City, finally and completely;
(4) Approval and issuance of a CDP from the Coastal Commission for the
City's River's End Project; and
(5) Transfer of fee title to the Open Space, including the Driveway Parcel, the
Sewer Parcel, and the Bike Trail Parcel, to the City upon the triggering event described in the
Agreement. E
NOW, THEREFORE, BASED ON THESE FACTS, AND IN CONSIDERATION FOR
THE COVENANTS SET FORTH BELOW, BAY CITY AND THE CITY AGREE AS
FOLLOWS:
1. Concurrent with the Effective Date of the Agreement: The parties agree that,
within fourteen (14) days of the Effective Date of the Agreement:
A. City's Obligations Concurrent With the Effective Date:
(1) $900,000 Payment. The City shall pay the amount of $900,000 to
Bay City concurrent with the Effective Date of the Agreement. Such $900,000 payment to Bay
City is non - refundable. Bay City shall have no obligations hereunder unless and until such
timely payment occurs. The City shall not be entitled to a refund or reimbursement of any
portion of such payment. In particular, there shall be no refund or reimbursement of such
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payment, regardless of whether or when the Proposed Residential Project is approved by the City
or the Coastal Commission as discussed in paragraphs 2 and 4, below. The $900,000 payment
shall be payable by check to Bay City Partners LLC.
(2) Dismissal of the Condemnation Lawsuit. The City shall dismiss
the Condemnation Lawsuit without prejudice. The Condemnation Lawsuit may be re- filed, if at
all, only in accordance with paragraph 4, below. The City acknowledges that such dismissal may
result in an obligation on the City's part to reimburse Bay City's ordinary court costs (but not
attorneys' fees) under Code of Civil Procedure section 1032. The parties estimate and agree that
such ordinary costs are less than $10,000.
(3) Indemnity. As a material term of the Agreement and the Lease,
the City shall indemnify, save, hold harmless and defend Bay City, its members and its
successors, successors -in- interest and assigns from any and all claims, costs, causes of action,
and liability for any damages, personal injury or death which may arise, directly or indirectly,
from the use of the Driveway Parcel, the Bike Trail Parcel or the Sewer Parcel by the City or the
public.
(4) Insurance. As a material term of the Agreement and the Lease,
within fourteen (14) days of entering the Lease, the City shall provide Bay City with evidence of
insurance coverage carrying an annual aggregate limit of $2,500,000 for the Driveway Parcel,
the Bike Trail Parcel, and the Sewer Parcel.
B. Bay City's Obligations Concurrent With the Effective Date:
(1) Lease of the Driveway Parcel and the Bike Trail Parcel.
Concurrent with the $900,000 payment described in paragraph LA(1), above, the City and Bay
City will enter a lease for the Driveway Parcel and the Bike Trail Parcel (the "Lease "), based on
the terms sheet attached hereto as Exhibit H. Under the Lease, Bay City will lease the Driveway
Parcel and the Bike Trail Parcel to the City. The City and Bay City agree that the term of the
Lease will commence on March 31, 2011. The City and Bay City agree that the term of the
Lease will terminate on the earlier of:
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(a) March 31, 2015; or
(b) Conveyance of the Driveway Parcel and the Bike Trail
Parcel to the City pursuant to the transaction described in paragraph 5.13, below; or
(c) If the Coastal Commission denies or declines to process
further the Proposed Residential Project, then thirty (30) days thereafter such denial or
declination. (Bay City shall determine, in its sole discretion, whether a Coastal Commission
denial or declination has occurred. Bay City shall promptly notify the City in writing of such
determination.) "%ks
(2) Irrevocable Easement for the Sewer Parcel. Upon Bay City's
receipt of the $900,000 payment described in paragraph 1.A(I), above, Bay City will convey to
the City an irrevocable easement for the Sewer Parcel (the "Irrevocable Easement "). The
Irrevocable Easement shall be for sewer access, construction and maintenance purposes only.
The City shall be entitled to keep the Irrevocable Easement. In particular, the City shall not be
required to reconvey to Bay City, or abandon the Irrevocable Easement regardless of whether or
when the Proposed Residential Project is approved by the City or the Coastal Commission as
discussed in paragraphs 2 and 4, below.
(3) Dismissal of the CEQA Lawsuit. Upon Bay City's receipt of the
$900,000 payment described in paragraph 1.A(1), above, Bay City shall also: (a) dismiss its
appeal filed on March 1, 2011 in the CEQA Lawsuit; and (b) authorize its attorneys to enter into
and execute a stipulation regarding the City's return to the February 1, 2011 Writ of Mandate.
(4) Cooperation on the River's End Project. Upon Bay City's
receipt of the $900,000 payment described in paragraph 1.A(1), above, Bay City shall also:
(a) withdraw its opposition with the Coastal Commission to the City's application for a CDP for
the River's End Project; and (b) take reasonable steps, upon written request from the City, to:
(i) assist the City in obtaining a CDP from the Coastal Commission for the River's End Project;
and (ii) assist the City in expediting the River's End Project to help the City avoid losing the
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RMC Grant. For purposes of Bay City's obligation to take "reasonable steps" to assist the City,
"reasonable steps" shall not require Bay City to spend any money or pay any money to the City.
2. Concurrent Upon Bay City's Proposed Residential Proiect Application: The
parties further agree as follows:
A. Bay City's Obligations Concurrent With Bay City's Proposed
Residential Project Application:
Bay City will submit to the City the necessary applications, information
and documents for all land use and other entitlements and permits that the City requires for the
Proposed Residential Project within the time frame described in paragraph F of the Recitals,
above.
B. City's Obligations Concurrent With Bay City's Proposed Residential
Project Application - - City Consideration of Proposed Residential Project:
(1) Consideration. Although the City cannot guarantee approval of
the Proposed Residential Project or any of Bay City's applications for land use and other
entitlements and permits for the Proposed Residential Project, Bay City and the City's staff
expect that such consideration of the Proposed Residential Project will occur, and as a matter of
fact, mutually represent to one another that such consideration is foreseeable, reasonable, and
expected. The parties further acknowledge that all obligations of Bay City in this paragraph 2A
shall be contingent on such timely consideration.
(2) In furtherance of consideration of the Proposed Residential Project,
the City specifically agrees as follows:
(a) The City's staff shall use each of his or her best efforts to
secure consideration of (i) the Proposed Residential Project as shown on the Proposed
Residential Project Plans; and (ii) Bay City's applications for land use and other entitlements and
permits for the Proposed Residential Project subject to CEQA analysis, findings, and mitigation
measures;
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(b) The City's staff shall each recommend to the Planning
Commission and City Council that the City's staff in good faith considered the Proposed
Residential Project and Bay City's applications for land use and other entitlements and permits
for the Proposed Residential Project;
(c) The City's staff shall work diligently and in good faith with
Bay City to expeditiously accomplish consideration of the Proposed Residential Project and Bay
City's applications for land use and other entitlements and permits for the Proposed Residential
Project upon Bay City's submission of the applications, information and documents necessary
for processing approval;
(d) The City shall process expeditiously and in good faith the
applications, information and documents for the Proposed Residential Project. The City shall
expedite the processing of any current applications for land use and other entitlements and
permits for the Proposed Residential Project already on file with the City and any future
applications that Bay City may submit to the City for the Proposed Residential Project, according
to a schedule developed by the parties.
(3) Terms of Approval. In connection with such approval, the City
specifically agrees: Bay City's conveyance of the Open Space to the City discussed in paragraph
5.13, below, satisfies all of the following possible exactions for the Proposed Residential Project:
site improvements);
(a) Park fees ( "Quimby fees ");
(b) Park improvement obligations;
(c) Affordable housing requirements (either in lieu fees or on-
In no event shall the City require or impose additional park fees
( "Quimby fees "); additional park improvement obligations; or additional affordable housing
requirements (either as in lieu fees or on site improvements) for the Proposed Residential
Project. The parties will amend the existing reimbursement agreement between the parties to
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reduce planning staff overhead charges from 17.5% to 8% for the Proposed Residential Project.
The City waives the Transportation Facilities Fee for the Proposed Residential Project.
(4) Hearing on Project. On or about March 31, 2012, or as soon
thereafter as the City concludes is reasonably and legally possible, and subject to Bay City's
timely submittal of all necessary applications, studies, reports and plans, the City Council will
hold a hearing for final action on approval of the Proposed Residential Project and Bay City's
applications for land use and other entitlements and permits for the Proposed Residential Project.
(a) At the hearing, the City Council will consider, among other
things: the terms of the Agreement; Bay City's desire to facilitate prompt approval of the
Proposed Residential Project; and the fact that the parties have settled current disputes and
litigation between the parties through the Agreement.
(b) After all legally necessary and appropriate notices and
deliberations, the City Council may issue a final approval of the Proposed Residential Project
and Bay City's applications for land use and other entitlements and permits for the Proposed
Residential Project.
(c) Nothing herein shall be deemed to constrain or limit the
City's legislative discretion.
(5) The City agrees that the "sitting area" shown on the River's End
Project plans, attached hereto as Exhibit I, shall be moved to a location south of the westerly
prolongation of the southerly right -of -way of Central Way to allow 3,500 square feet of the San
Gabriel River bike path to be incorporated into the Proposed Residential Project at no cost to the
City.
3. If And When the City Approves the Proposed Residential Project: If and
when the City Council approves the Proposed Residential Project discussed in paragraph 2,
above, the City agrees to: (a) take reasonable steps to assist Bay City in obtaining a CDP from
the Coastal Commission for the Proposed Residential Project; (b) testify on behalf of Bay City in
favor of a CDP for the Proposed Residential Project before the Coastal Commission at any
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hearing; and (c) if legally permissible, be a co- applicant with Bay City for a CDP from the
Coastal Commission for the Proposed Residential Project and removal by the City of the fence
surrounding the Open Space to be conveyed to the City upon receipt of a CDP by Bay City and
Construction by the City of a replacement fence along the new common property line. For the
purposes of City's obligations in this paragraph 3 to assist Bay City, such obligations shall not
require City to spend any money or pay any money to Bay City (other than the cost associated
with the fence).
4. If No City Approval of the Proposed Residential Project: If the City does not
approve the Proposed Residential Project, then the parties have no obligations under paragraph 5,
below, of the Agreement. Instead, the City shall promptly consider acquiring through
negotiation or eminent domain, if necessary, the Driveway Parcel and the Bike Trail Parcel. In
the event the City Council authorizes the acquisition by eminent domain of the Driveway Parcel
and the Bike Trail Parcel, Bay City and its assignees waive any and all claims associated with the
adoption of a resolution of necessity, right to take, precondemnation activities and any other
claims or defenses previously waived in the eminent domain matter identified in Recital P and
not related to valuation of the subject interests. The City agrees that the larger parcel for the
Driveway Parcel is as previously stipulated in the eminent domain matter identified in Recital P.
Such acquisition shall seek to acquire not only the Driveway Parcel and the Bike Trail Parcel as
well.
5. Concurrent With the Coastal Commission's Issuance of a CDP for the
Proposed Residential Project: Promptly upon the Coastal Commission's issuance of a CDP to
Bay City for the Proposed Residential Project, the parties agree as follows:
A. City's Obligations Concurrent With Issuance of a CDP for the
Proposed Residential Project:
(1) $1,100,000 Payment. The City will pay the amount of $1,100,000
to Bay City or its successors, successors -in- interest and assigns immediately upon recording of
the deed described in paragraph B, below.
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(2) Donation Tax Credit. The City agrees that Bay City may take a
donation credit for tax purposes for all of the land Bay City transfers to the City under the
Agreement. The donation credit may be for the difference between Bay City's appraised value
for the land transferred and the total cash compensation of $2,000,000 paid to Bay City for the
land transferred. The City's agreement to the donation credit and to use of Bay City's appraised
value does not obligate the City to agree with Bay City's appraised value.
(3) Transfer of City -Owned Property. The City will convey by
quitclaim deed to Bay City fee simple title to approximately 7,000 square feet of land that the
City owns adjacent to the corner of Marina Drive and First Street shown on and legally described
in Exhibit K attached hereto ( "City -Owned Property ").
B. Bay City's Obligations Concurrent With Issuance of a CDP for the
Proposed Residential Project - - Purchase and Sale Agreement for Open Space:
The City and Bay City will enter a purchase and sale agreement that
contains all of the standard provisions (the "Purchase and Sale Agreement "), including a
provision awarding attorneys' fees, costs and expenses to the prevailing party in any action or
proceeding instituted to interpret or enforce any of the terms or provisions of the Purchase and
Sale Agreement. Pursuant to the Purchase and Sale Agreement, Bay City will convey to the
City, by quitclaim deed, fee title to all of the land described in Exhibit D attached hereto and
identified as the "Open Space." The Open Space that Bay City will convey to the City by
quitclaim deed consists of:
(1) All of the land south of the westerly prolongation of the southern
right -of -way boundary of Central Way, except ±1,200 square feet of land within the Proposed
Residential Project Area south of the westerly prolongation of the southern right -of -way
boundary of Central Way as shown and identified on Exhibit J attached hereto.
(2)
The Driveway Parcel;
(3)
The Sewer Parcel; and
(4)
The Bike Trail Parcel.
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The City agrees that Bay City's conveyance of the Open Space to the City
shall be for the purpose of future open space and park uses. The quitclaim deed from Bay City to
the City conveying the Open Space to the City will include a deed restriction limiting the uses of
the Open Space to open space and park uses. The City may allow Bay City or its successors,
successors -in- interest and assigns limited grading on the "Open Space" parcel as part of the
review and approval process as shown on Exhibit C -2.
6. If No Issuance of a CDP By the Coastal Commission for the Proposed
Residential Project: If the Coastal Commission does not issue a CDP to Bay City for the
Proposed Residential Project, the parties shall have no obligations under paragraph 5, above, of
the Agreement.
7. DCOR Oil and Gas License and Easement:
A. Bay City and its assignees shall retain all rights to and interests in the
easement for transportation of oil, gas and water, as more particularly set forth in that certain
Easement Agreement dated February 17, 2009 and recorded November 2, 2009, as Instrument
No. 2009000593882 in the Official Records, Orange County, California, and as shown on
Exhibit L attached hereto ( "DCOR Easement ").
B. Bay City and its assignees shall retain all rights to and interests in the oil
and gas license with Dos Cuadras Offshore Resources, LLC ( "DCOR ") or its successors as
shown on Exhibit M attached hereto, and located within the DCOR Easement.
C. The City agrees that it will not (a) interfere with or impede the normal
course of business under either the license with DCOR or the DCOR Easement; or (b) interfere
with any of the pipelines existing under either the license with DCOR or the DCOR Easement.
8. Standard Provisions:
A. Entire Agreement.
The Agreement contains the entire agreement and understanding
concerning the subject matter hereof between the parties, and supersedes and replaces all prior
negotiations, proposed agreements, and agreements, whether written or oral, express or implied,
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of any type whatsoever. Each of the parties hereto acknowledges that neither any other party
hereto, nor any agent or attorney of any other party has made any promise, representation or
warranty whatsoever, expressed or implied, not contained herein concerning the subject matter
hereof to induce it to execute the Agreement, and acknowledges and warrants that the Agreement
is not being executed by such party in reliance on any promise, representation or warranty not
contained herein.
B. Mutual Release.
(1) Bay City, for itself and each of its agents, representatives, heirs,
executors, administrators, co- owners, co- tenants, subtenants, successors, successors -in- interest,
assigns past and present, officers, directors, partners, trusts, trustees, members, contractors and
subcontractors, and each of them, hereby releases and discharges the City, and each of its agents,
representatives, heirs, executors, administrators, co- owners, co- tenants, subtenants, successors,
successors -in- interest, assigns past and present, officers, directors, partners, trusts, trustees,
members, contractors and subcontractors, and each of them, from any and all claims, demands,
actions, causes of action, obligations, liabilities, losses, debts, contracts, covenants, duties,
damages, expenses, costs, costs on appeal and charges of whatever kind, whether known or
unknown, suspected or unsuspected, which exist or may exist as of the Effective Date of the
Agreement regarding and/or arising from or pertaining to: (a) the Condemnation Lawsuit; and
(b) the CEQA Lawsuit.
(2) The City, on behalf of itself and each of its agents, representatives,
heirs, executors, administrators, co- owners, co- tenants, subtenants, successors, successors -in-
interest, assigns past and present, officers, directors, partners, trusts, trustees, members,
contractors and subcontractors, and each of them, hereby releases and discharges Bay City, and
each of its agents, representatives, heirs, executors, administrators, co- owners, co- tenants,
subtenants, successors, successors -in- interest, assigns past and present, officers, directors,
partners, trusts, trustees, members, contractors and subcontractors, and each of them, from any
and all claims, demands, actions, causes of action, obligations, liabilities, losses, debts, contracts,
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covenants, duties, damages, expenses, costs, costs on appeal and charges of whatever kind,
whether known or unknown, suspected or unsuspected, which exist or may exist as of the
Effective Date of the Agreement regarding and /or arising from or pertaining to: (a) the
Condemnation Lawsuit; and (b) the CEQA Lawsuit.
C. Civil Code Section 1542.
The parties hereto acknowledge that they are familiar with section 1542 of
the California Civil Code, which provides:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.
The parties hereto, and each of them, waive and relinquish all rights and
benefits to the full extent that they may lawfully waive all such rights and benefits as existed or
currently exist, but such waiver shall not apply to such claims as may arise in the future.
expenses.
D. Attorneys' Fees, Costs and Expenses.
(1) Each party shall bear its own attorneys' fees and litigation
(2) In any action or proceeding instituted to interpret or enforce any of
the terms or provisions of the Agreement, the prevailing party or parties shall be entitled to
attorneys' fees, court costs and expenses incurred by the prevailing party in connection with such
action or proceeding.
E. Successors and Assigns.
The Agreement shall inure to the benefit of and be binding upon each
party hereto, including each party's respective agents, representatives, heirs, administrators,
executors, successors, successors -in- interest, and assigns.
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F. Counterparts.
The Agreement may be executed in one or more counterparts, each of
which, when taken together, shall constitute a completely executed original. The counterparts
may be transmitted by facsimile, which shall be deemed original signatures.
G. Authority.
(1) Bay City warrants and represents that each signatory to the
Agreement on behalf of Bay City has authority to sign the Agreement in his or her representative
capacity. Similarly, the City warrants and represents that its signatory has authority to sign the
Agreement on behalf of the City.
(2) Each of the undersigned represents and warrants that he, she or it is
fully authorized to enter the Agreement on behalf of his, her or its principal, and to bind such
principal to the terms set forth herein without further ratification or approvals.
H. Resolution of Disputes.
Pursuant to Code of Civil Procedure section 664.6, the parties agree that
the Orange County Superior Court will retain jurisdiction over the parties and the Agreement.
The Court shall resolve all disputes, controversies and claims relating to the Agreement and the
obligations of the parties under it. The disputes, controversies, and claims covered by this
paragraph include, without limitation, any dispute sounding in contract or tort, any dispute as to
the making, validity, interpretation, reformation or enforceability of the Agreement, and any
dispute seeking legal, equitable, provisional or permanent relief relating to the Agreement.
I. Notice.
(1) If to the City:
City of Seal Beach
211 8th Street
Seal Beach, California 90740
Attn: City Manager
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With Copy To:
Quinn Barrow, Esq.
Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, California 90071 -3101
Email: gbarrowArwglaw.com
Fax No.: (213) 626 -0078
-16-
(2) If to Bay City:
Bay City Partners LLC
2999 Westminster Avenue, Suite 211
Seal Beach, California 90740
Attn: Rocky Gentner
Email: Rockygi(c gentnerandcompany.com
J. Jurisdiction.
With Copy To:
John C. Murphy, Esq.
Murphy & Evertz LLP
650 Town Center Drive, Suite 550
Costa Mesa, California 92626
Email: jmurphykmurphyevertz.com
Fax No.: (714) 277 -1777
The Agreement shall be deemed by the parties to have been executed and
delivered within the State of California, and the rights and obligations of the parties hereto shall
be construed and enforced in accordance with, and governed by, the laws of the State of
California.
K. Venue.
The parties hereto agree that any action, suit, claim or other proceeding of
any type that may be prosecuted, initiated or attempted in connection with the Agreement, shall
be brought in the Superior Court for the State of California, County of Orange.
L. Construction.
Each party has cooperated in the drafting and preparation of the
Agreement, or has had the opportunity to do so. Hence, the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party will not be employed in
any interpretation of the Agreement.
M. Severability.
In the event any part of the Agreement should be found invalid,
unenforceable or nonbinding, the remaining portions will remain in force and fully binding.
N. Waiver of Breach.
The waiver by any party of any breach of any term in the Agreement shall
not be construed as a waiver of any subsequent breach.
-17-
57284- 1007 \1339052v2. d oc
O. Voluntary Agreement.
Each party hereto acknowledges and warrants that such party has been
represented by counsel of its own choice throughout all negotiations which preceded the
execution of the Agreement. Each party has read or has had read to such party the Agreement,
and has had it satisfactorily explained to such party by counsel representing such party.
Accordingly, each party is satisfied with the settlement contained herein and has signed the
Agreement voluntarily.
IN WITNESS WHEREOF, the City and Bay City cause the Agreement to be executed.
Dated: /4 i '2011 CITY OF SEAL BEACH,
A municipal corporation
By:
lchael Levitt
Mayor of City of Seal Beach
Dated: ?' r /9 , 2011 SEAL BEACH REDEVELOPMENT AGENCY
By:
David Sloan
Chairman
Dated: , 2011 BAY CITY PARTNERS LLC,
A California limited liability company
By:
Rocky Gentner
Member
-18-
S7284- 1007 \1339052v2.d oc
Dated: lO , 2011 BAY CITY PARTNERS LLC,
A California limited liability company
By:
Bob Griffith
Member
Dated: '2011 BAY CITY PARTNERS LLC,
A California limited liability company
By:
J es Parkhurst
ember
Dated: .� b l , 2011 CITY PARTNERS LLC,
A California limited liability company
't !, Z-' /i
By:
Br' yle
Member
Dated: �" ) 0 1 , 2011 BAY CITY PAR TN S LLC,
A California limite liability company
By:
Cindy Atkin n
Member
APPROVED AS TO FORM:
Dated: '3 h6 , 2011 CITY OF SEAL BEACH,
A municipal corporation
By:
Quinn M. Barrow
City Attorney of City of Seal Beach
-19-
57284- 1007 \1339052v2.doc
EXHIBIT A
BAY CITY PARTNERS LLC
THE PROPERTY
A -1
Exhibit A
Legal Dew ription of Property
PARCEL 1:
LOTS 1.2 AND 3 IN BLOCK 100 OF TRACT NO. 08, IN TIM CITY OF SEAL BEACH, COUNTY
OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 31, PAGE 27 OF
MISCELLANEOUS MAPS, IN TIM OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEFT THAT PORTION INCLUDED IN THE FINAL ORDER OF CONDEMNATION
RECORDED MARCH 23,1977 IN BOOK 12115. PAGE 201, OFFICIAL RECORDS.
SAID LAND 1S INCLUDED VMM THE AREA SHOWN ON A MAP FILED IN THE OFFICE OF
THE COUNTY RECORDER OF SAID ORANGE COUNTY, IN BOOK 90, PAGES 23 TO 30
INCLUSIVE OF RECORD OF SURVEYS.
PARCEL 2:
THAT PORTION OF TIDE LAND LOCATION NO. 137 (SURVEY NO. 106) AS PATENTED BY
THE STATE OF CALIFORNIA ON FEBRUARY 12, 1901 AND RECORDED APRIL 27, 1901 IN
BOOK 9. PAGE 103 OF PATENTS, RECORDS OF LOS ANGELES COUNTY AND RBOORDED
SEPTEMBER S. 1905 IN BOOK 1, PAGE 231 OF PATENTS. RECORDS OF ORANGE COUNTY
DESCRIBED AS FOLLOWS:
BEGINNING AT STATION 49 OF THE BOUNDARY SURVEY OF THE RANCHO LOS
ALAMITOS. AS PER MAP RBOORDED IN BOOK 1. PAGES 460,461 AND 462 OF PATENTS OF
SAID LOS ANGELES COUNTY; THENCE ALONG SAID BOUNDARY NORTH 650 00' 00" WEST
230.47 FEET TO A LINE PARALLEL WITH AND 200.00 FEET NORTHWESTERLY FROM THE
RANCHO LINE BETWEEN BOUNDARY STATIONS 49 AND 50; THENCE ALONG SAID
PARALLEL LINE NORTH 540 48- OW EAST 1226.40 FEET TO A LINE PARALLEL WITH AND
30.00 FEET SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF THE 200 FOOT STRIP
OF LAND DESCRIBED IN QUITCLAIM DEED TO THE PACIFIC ELECTRIC RAILWAY
COMPANY RECORDED FEBRUARY 21, 1924 IN BOOK 314, PAGE 44 OF DEEDS OF SAID
ORANGE COUNTY; 71IE4CE ALONG SAID SOUTHWESTERLY LINE SOUTH 42° 1S 00" EAST
201.32 FEET TO SAID RANCHO LINE; THENCE SOUTH 54° 48- 00" WEST 1136.60 FEET TO THE
PO1NT OF BEGINNING. fir`
EXCEPT THJREFROM THAT PORTION LYINO NORTHF.A$TERLY OF THE LAND CONVEYED
TO THE STATE OF CALIFORNIA FOR HIGHWAY PURPOSES RECORDED IN BOOK 426. PAGE
378 OF DEEDS. OFFICIAL RECORDS OF SAID ORANGE COUNTY, AND SUBSEQUENTLY
RELINQUTMW TO THE CITY OF SEAL BEACH BY INSTRUMENT RECORDED IN BOOK 700,
PAGE 260 OF OFFICIAL RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS:
BEGM41NO AT A POINT ON THE BOUNDARY LINE BETWEEN STATIONS 49 AND 50 OF
SAID RANCHO LOS ALAMITOS, DISTANT NORTH 540 48' 00" EAST 213.27 FEET' FROM SAID
STATION 49, THENCE NORTH 430 SO DO" WEST 202.36 FEET TO A LINE PARALLEL WITH
AND DISTANT NORTHWESTERLY 200.00 FEET FROM SAID BOUNDARY LWB; THENCE
NORTH 34.48- 00" EAST 80.94 FEET ALONG SAND PARALLEL LWE; THENCE SOUTH 43° $6'
00" EAST 202.36 FEET TO SAID BOUNDARY LINE; THENCE SOUTH 54.48' 00" WEST 80.94
FEET ALONG SAID BOUNDARY LINE TO THE POINT OF BEGINNING.
2A30910>+7.2 A -1
H&O: !43319 v6
SAID LAND 13 INCLUDED WTTHIN THE AREA SHOWN AS PARCEL A IN LICENSE
SURVEYORS MAP OF THE TIDELANDS EAST OF NAPLES FILED IN BOOK 2, PAGES 47 AND
48 OF RECORD OF SURVEYS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY OF ORANGE.
PARCEL 3:
THAT PORTION OF THE SOUTH HALF OF SECTION 11, TOWNSHIP 5 SOUTH. RANGE 12
WEST, INCLUDED WTfHIN LOT C -1 OF THE RANCHO LOS ALAMITOS, IN THE CITY OF
SEAL BEACH, COUNTY OF ORANGE, STATB OF CALIFORNIA, AS PER MAPS 1 AND 2 FILED
M DECREE OF PARTITION IN THE SUPERIOR COURT OF CALIFORNIA IN AND FOR THE
COUNTY OF LOS ANGELES. CASE NO. 13527, A CERTIFIED COPY OF THE FINAL DECREE OF
SAID CASE RAVING BEEN RECORDED FEBRUARY 2, 1891 IN BOOK 14, PAGE 31 OF DEEDS.
IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. DESCRIBED AS
FOLLOWS:
BEGINNING AT STATION 49 OF SAID RANCHO LAS ALAMITOS; THENCE NORTH 54° 42' OS"
EAST 213.27 FEET ALONG THE WESTERLY BOUNDARY OF SAID RANCHO TO THE
SOUTHWESTERLY LINE OF MARINA DRIVE, AS DESCRIBED IN THE DEED TO THE STATE
OF CALIFORNIA, RECORDED IN BOOK 436, PAGE 107 OF DEEDS OF SAID ORANGE
COUNTY; THENCE ALONG SAID Y LINE SOUTH 440 02" EAST 33.50 FEET
TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF
940 FEET; THENCE SOUTHEASTERLY 123.71 FEET ALONG SAID CURVE TO THE
NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF FIRST STREET, AS
SHOWN ON A MAP OF BAY CITY RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY: THENCE SOUTH 310
17 50" WEST 137.49 FEET ALONG SAID PROLONGATION TO THE SOUMWESTERLY LINE
OF SAID LOT C -1; THENCE NORTH 65° 02' 10" WEST 240.00 FEET TO THE POINT OF
BEGINNING. Ap
EXCEPT THAT PORTION DESCRIBED IN THE FINAL ORDER OF CONDEMNATION
RECORDED MARCH 23.1977 IN BOOK 12113, PAGE 201, OFFICIAL RECORDS.
PARCEL 4:
THAT PORTION OF BLOCK B OF BAY CRY. IN THE CITY OF SEAL BEACH. COUNTY OF
ORANGE. STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
LYING NORTHWESTERLY OF THE SOUTHWESTERLY PROLONGATION OF THE
SOUTHEASTERLY LIME OF Fl ST STRELrf AS SHOWN ON SAID MAP.
EXCEPT THAT PORTION THEREOF LYING NORTHEASTBRLY OF THE SOUTHWESTERLY
LINE OF OCEAN AVENUE AS DESCRIBED IN THE DEED TO SAID CITY RECORDED
JANUARY 23,1932 IN BOOK 536, PAGE 49 OF OFFICIAL RECORDS.
ALSO EXCEPT THAT PORTION THEREOF LYING SOUTHERLY AND SOUTHWESTERLY OF
THE FOLLOWING DESCRIBED LINE:
7/13/09 101472 A -2
H &O: #43319 v6
BEGINNING AT A POINT OF IN TERSELTMN OF THE SOUTHEASTERLY LINE OF POW
STREET AND THE SOUTHWESTERLY LINE OF OCEAN AVENUE AS SAID STREETS ARE
SHOWN ON THE MAP OF SAID BAY CITY; THENCE ALONG THE SOUTHWESTERLY
PROLONGATION OF SAID SOUTHEASTERLY LIKE OF FIRST STREET 273.93 FEET TO THE
TRUF. PONT OF BFATNNING; THENCE NORTH S8° S4' WEST 5S.32 FBBT; THENCE NORTH 220
31' WEST 366.64 FEET; TH04M NORTH 24.31' EAST 78.78 FEET TO THE SOUTHWESTERLY
LINE OF OCEAN BOULEVARD. AS SHOWN ON SAID MAP.
PARCEL 3:
THAT PORTION OF BLOCK "B" TOGETHER WITH THAT PORTION OF "OCEAN AVE." A
STREET, IN THE BAY CITY TRACT, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF TIM COUNTY RECORDER OF SAID COUNTY LYING WESTERLY
OF THE SOUTHERLY PROLONGATION OF TM EASTERLY LPM OF BLACK "C" OF SAID
BAY CITY TRACT DESCRIBED AS FOLLOWS:
BE024NM AT THE POINT OF DVTERSECTION OF THE SOUTHWESTERLY PROLONGATION
OF THE NORTHWESTERLY LINE OF FIRST STREET. AS SHOWN ON SAID MAP. WITH THE
NORTHEASTERLY LINE OF SAID BLOCK "B "; THENCE NORTH 31. IT OD" EAST 80.11 FEET
ALONG SAID SOUTHWESTERLY PROLONGATION TO THE MOST SOUTHERLY CORM OF
SAID BLOCK "C'; THENCE NORTH 350 41' 30" WEST 317.36 FEET ALONG THE
SOUTHWESTERLY LINE OF SAID BLOCK "C" TO THE EASTERLY LINE OF THE LAND
DESCRIBED IN THE DEED TO LAS ANGELES COUNTY FLOOD CONTROL DISTRICT
RECORDED MAY 20,1933 IN BOOK 612, PAGE 317 OF OFFICIAL RECORDS OF SAID ORANGE
COUNTY; THENCE SOUTHERLY ALONG THE SOUTHERLY PROLONGATION OF SAID
EASTERLY L&M AND TIM SEAL BEACH BOUNDARY AGREEMENT NO 2. RECORDED
APRIL 8, 1968 IN BOOK 8365, PAGE i OF OFFICIAL RECORDS OF SAID ORANGE COUNTY TO
THE NORTHERLY TERMINUS OF THE AGREEMENT LINE BETWEEN THE STATE LANDS
COMMISSION AND THE CITY OF SEAL BEACH AND THE CITY OF LOS ANGELES
RECORDED AUGUST 9, 1967 IN BOOK 8336 PAGE 934 OF OFFICIAL RECORDS OF SAID
ORANGE COUNTY; THENCE SOUTH 24. 31' 00" WEST 60.00 FEET ALONG LAST SAID
AGREEMENT LINE TO THE Y CORNER OF THE LAND DESCRIBED IN THE
DEED TO THE CITY OF SEAL BEACH RECORDED JANUARY 23,1932 IN BOOK 336, PAGE 49
OF OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE SOUTH 67' 06127" EAST 297.06
FEET ALONG THE SOUTHERLY LINE OF SAID LAND OF THE CITY OF SEAL BEACH, SAID
SOUTHERLY LINE BEING THE SOUTHERLY LIVE OF OCEAN AVENUE AS SET FORTH IN
RESOLUTION NO. 197 BY THE TRUSTEES OF THE CITY OF SEAL BEACH AND RECORDED
IN SAID BOOK $36, PAGE 49 OF OFFICIAL RECORDS. TO THE POINT OF BEGINNING.
A PORTION OF SAID OCEAN AVE. WAS VACATED UPON APPLICATION OF THE BAYSIDE
LAND COMPANY AND ACTION OF THE TRUSTEES OF THE CITY OF SEAL BEACH
RECORDED AUGUST 18, 1914 IN MINUTE BOOK 11 AT PAGE $1.
2/13M 101472 A -3
HRO: 00319.6
PARCEL &
BLOCK C OF BAY CITY, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA. AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANBOUS MAPS, IN,
THE OFFICE OF THB COUNTY RECORDER OF SAID COUNTY, AND THAT PORTION OF LOT
A-2, M THE RANCHO LOS ALAMITOS INCLUDED WITHIN SAM CITY OF SEAL BEACH, AS
SHOWN ON MAP NO.1 FILED IN DBCREE OF PARTITION IN THE SUPERIOR COURT OF LOS
ANGELES COUNTY. CALIFORNIA. CASE NO. 13527, A CERTIFIED COPY OF THE FINAL
DECREE OF SAID CASE HAVING BEEN RECORDED FEBRUARY 2. 1991 IN BOOK 14. PAGE 31
OF DEEDS OF SAM ORANGE COUNTY. LYING WESTERLY OF SAID BLACK C AND LYING
NORTHERLY OF THE WESTERLY PROLONGATION OF THE SOUTRIVESTERLY LINE OF
SAID BLOCK C.
EXCEPT FROM THE ABOVE DESCRIBED PORTION OF SAID LOT A -2 THAT PORTION
'THEREOF LYING WESTERLY AND SOUTHERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A POINT NORTH 650 00'W WEST, 330.00 FEET FROM STATION NO. 49 OF
THE PATENT BOUNDARY LINE OF THE RANCHO LOS ALAM7!'OS, BEING IN THE
NORTHEASTERLY LINE OF SAID BLACK "C" AND ON THE EASTERN SHORE OF THE INLET
FROM THE PACIFIC OCEAN TO ALAhGTDS BAY: THENCE SOUTH 12' 00' 00" WEST, 347,80
FEET, T MNCE SOUTH 6.00' 00" WEST, 69.93 FEET: THENCE SOUTH 29° 15'00" EAST, 38.72
FEET TO THE POINT OF IIVTERSBCTION WITH THE NORTHEASTERLY LINE OF OCEAN
AVE., AS SHOWN ON AFORESAID MAP OF BAY CITY, THENCE SOUTH 550 43'00" EAST,
ALONG SAID LINE OF OCEAN AVENW 325.63 FEET TO THE SOVITIEASTERLY CORNER OF
SAID BLOCK "C.
ALSO EXCEPT THAT PORTION THERFAF INCLUDED WITHIN TRACT 698, AS PER MAP
RECORDED IN BOOK 31. PAGE 27 OF MLSCELLANBOUS MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THAT PORTION DESCRIBED IN THE FINAL ORDER OF CONDEMNATION
RECORDED MARCH 23,1977 IN BOOK 12115. PAGE 201. OFFICIAL RECORDS.
EXCEPT FROM ' SAID PARCELS 1 THOUGH 6 ALL WATER AND WATER RIGHTS
APPURTENANT WHETHER SURFACE OR SUBSURFACE AND ALSO EXCEPT THEREFROM
ALL OIL.. GAS. AND PETROLEUM, OR OTHER MINERAL OR HYDROCARBON SUBSTANCES,
WITHOUT THE RIGHT TO ENTER UPON THE SURFACE OF SAID LAND FOR SUCH USE, AS
RESERVED BY THE CITY OF LOS ANGELES, A MUNICIPAL CORPORATION.9 IN THE
GRANT DEED RECORDED MAY 27, 2003 AS INSTRUMENT T NO.2003000612579, OF OFFICIAL
RECORDS.
END OF LEGAL DESCRIPTION
41130 101472 A-4
H&O. #43319 r6
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EXHIBIT 66C -1"
LEGAL DESCRIPTION
"PROPOSED RESIDENTIAL PROJECT AREA"
LOT "D"
LOTS 1, 2 AND 3 IN BLCOK 100 OF TRACT NO. 698, IN THE CITY OF SEAL BEACH, COUNTY
OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 31, PAGE 27 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THAT PORTION INCLUDED IN THE FINAL ORDER OF CONDEMANTION RECORDED
MARCH 23, 1977 IN BOOK 12115, PAGE 201, OF OFFICIAL RECORDS.
SAID LAND IS INCLUDED WITHIN THE AREA SHOWN ON A MAP FILED IN THE OFFICE OF
THE COUNTY RECORDER OF SAID ORANGE COUNTY, IN BOOK 90, PAGES 23 TO 30
INCLUSIVE OF RECORD OF SURVEY. 11 In
LOT "E"
THAT PORTION OF TIDE LAND LOCATION NO. 137 (SURVEY NO. 106) AS PATENTED BY THE
STATE OF CALIFORNIA ON FEBRUARY 12, 1901 AND RECORDED APRIL 27, 1901 IN BBOK 9,
PAGE 105 OF PATENTES, RECORDS OF LOS ANGELES COUNTY AND RECORDED
SEPTEMBER 5, 1905 IN BOOK 1, PAGE 231 OF PATENTES, RECORDS OF ORANGE COUNTY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE STATION 49 OF THE BOUNDARY SURVEY OF THE RANCHO LOS
ALAMITOS, AS PER MAP RECORDED IN BOOK 1, PAGES 460,461 AND 462 OF PATENTS OF
SAID LOS ANGELES COUNTY; THENCE ALONG SAID BOUNDARY NORTH 65'00'00" WEST
230.47 FEET TO A LINE PARALLEL WITH AND 200.00 FEET NORTHEWESTERLY FROM THE
RANCHO LINE BETWEEN BOUNDARY STATIONS 49 AND 50; THENCE ALONG SAID
PARALLEL LINE NORTH 540 48'00" EAST 1226.40 FEET TO A LINE PARALLEL WITH AND
30.00 FEET SOUTHWESTERLY FROM THE SOUTHWETERLY LINE OF THE 200 FOOT STRIP OR
LAND DESCRIBED IN QUITCLAIM DEED TO THE PACIFIC ELECTRIC RAILWAY COMPANY
RECORDED FEBRUARY 21, 1924 IN BOOK 514, PAGE 44 OF DEEDS OF SAID ORANGE
COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 42° 15'00" EAST 201.52
FEET TO SAID RANCHO LINE; THENCE SOUTH 54'48'00" WESTE 1136.60 FEET TO THE POINT
OF BEGINNING.
EXCEPT THEREFROM THAT PORTION LYING NORTHEASTERLY OF THE LAND CONVEYED
TO THE STATE OF CALIFORNIA FOR HIGHWAY PURPOSES RECORDED IN BOOK 426, PAGE
378 OF DEEDS, OFFICIAL RECORDS OF SAID ORANGE COUNTY, AND SUBSEQUENTLY
RELIQUISHED TO THE CITY OF SEAL BEACH BY INSTRUMENT RECORDED IN BOOK 700,
PAGE 260 OF OFFICIAL RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE BOUNDARY LINE BETWEEN STATIONS 49 AND 50 OF SAID
RANCHO LOS ALAMITOS DISTANT NORTH 540 48'00" EAST 213.27 FEET FROM SAID
STATION 49; THENCE NORTH 43'56'00" WEST 202.36 FEET TO A LINE PARALLEL WITH AND
DISTANT NORTHWESTERLY 200.00 FEET FROM SAID BOUNDARY LINE; THENCE NORTH 54°
48'00" EAST 80.94 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 43'56'00" EAST
202.36' FEET TO SAID BOUNDARY LINE; THENCE SOUTH 54'48'00" WEST 80.94 FEET ALONG
SAID BOUNDARY LINE TO THE POINT OF BEGINNING.
SAID LAND IS INCLUDED WITHIN THE AREA SHOWN AS PARCEL A IN LICENSE
SURVEYORS MAP OF THE TIDELANDS EAST OF NAPLES FILED IN BOOK 2, PAGES 47 AND 48
OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF
ORANGE.
LOT "F"
THAT PORTION OF THE SOUTH HALF OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 12 WEST,
INCLUDED WITHIN LOT C -1 OF THE RANCHO LOS ALAMITOS, IN THE CITY OF SEAL
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAPS 1 AND 2 FILED IN
DECREE OF PARTITION IN THE SUPERIOR COURT OF CALIFORNIA IN AND FOR THE
COUNTY OF LOS ANGELES, CASE NO. 13527, A CERTIFIED COPY OF THE FINAL DECREE OF
SAID CASE HAVING BEEN RECORDED FEBRUARY 2, 1891 IN BOOK 14, PAGE 31 OF DEEDS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT STATION 49 OF SAID RANCHO LOS ALAMITOS; THENCE NORTH 54'42'05"
EAST 213.27 FEET ALONG THE WESTERLY BOUNDARY OF SAID RANCHO TO THE
SOUTHWESTERLY LINE OF MARINA DRIVE, AS DESCRIBED IN THE DEED TO THE STATE OF
CALIFORNIA, RECORDED IN BOOK 436, PAGE 107 OF DEEDS OF SAID ORANGE COUNTY;
THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 440 02" EAST 33.50 FEET TO THE
BEFINNING OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 940 FEET;
THENCE SOUTHEASTERLY 123.71 FEET ALONG SAID CURVE TO THE NORTHEASTERLY
PROLONGATION OF THE NORTHWESTERLY LINE OF FIRST STREET, AS SHOWN ON A MAP
OF BAY CITY RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 31° 17'50" WEST 137.49
FEET ALONG SAID PROLONGATION TO THE SOUTHWESTERLY LINE OF SAID LOT C -1;
THENCE NORTH 650 02' 10" WEST 240.00 FEET TO THE POINT OF BEGINNING.
EXCEPT THAT PORTION DESCRIBED IN THE FINAL ORDER OF CONDEMNATION RECORDED
MARCH 23, 1977 IN BOOK 12115, PAGE 201, OFFICIAL RECORDS.
LOT "G"
BLOCK "C" OF BAY CITY, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND THAT PORTION OF LOT A-
2, IN THE RANCHO LOS ALAMITOS INCLUDED WITHIN SAID CITY OF SEAL BEACH, AS
SHOWN ON MAP NO. 1 FILED IN DECREE OF PARTITION IN THE SUPERIOR COURT OF LOS
ANGELES COUNTY, CALIFRONIA, CASE NO. 13527, A CERTIFIED COPY OF THE FINAL
DECREE OF SAID CASE HAVING BEEN RECORDED FEBRUARY 2, 1891 IN BOOK 14, PAGE 31
OF DEEDS OF SAID ORANGE COUNTY, LYING WESTERLY OF SAID BOCK "C" AND LYING
NORTHERLY OF THE WESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID
BLOCK "C ".
ALSO EXCEPT THAT PORTION THEREOF INCLUDED WITHIN TRACT 698, AS PER MAP
RECORDED IN BOOK 31, PAGE 27 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THAT PORTION DESCRIBED IN THE FINAL ORDER OF CONDEMNATION
RECORDED MARCH 23, 1977 IN BOOK 12155, PAGE 201, OF OFFICIAL RECORDS.
ALSO EXCEPT THAT PORTION THEREOF LYING SOUTHEASTERLY AND WESTERLY OF THE
FOLLOWING DESCRIBED LINE:
BEGINNING AT THE SOUTHEASTERLY LINE OF SAID BLOCK "C" OF BAY CITY, BEING 60.20'
SOUTHERLY FROM THE MOST SOUTHERLY POINT OF THE LAND INCLUDED IN THE FINAL
ORDER OF CONDEMNATION RECORDED MARCH 23, 1977 IN BOOK 12115, PAGE 201, OF
OFFICIAL RECORDS; THENCE NORTH 58° 53' 38 "WEST, 321.92 FEET; THENCE NORTH 76'07'
33" WEST, 88.88 FEET; THENCE NORTH 16'24'59" EAST, 179.66 FEET; THENCE NORTH 13'52'
27" EAST, 74.66 FEET TO A POINT IN THE NORTHEASTERLY LINE OF SAID BLOCK "C"
DISTANT NORTH 650 00'00" WEST, 238.07 FEET FROM STATION 49 OF THE RANCHO LOS
ALAMITOS AS SHOWN ON SAID MAP OF BAY CITY.
ALL AS SHOWN ON EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.
�N D S�'Q
PREPARED BY:
o
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No. 5411
'dL 347-11 * Exp. 9130112
LAMY V. CASE, L.S. No. 5411
EXHIBIT "A"
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OF CAL
A R V. CASE L.S. 5411
PREPARED RV THE OFFICE OF. I Y OF SEAL BEACH
Case Land Surveying, Ine. PROPO ESIDENTIAL PROJECT AREA SHEET
Surveying Mapping GPS Services
614 Eckhoff St. POR. OF BLOCK C, BAY CITY MAP BK 3, OF
Orange, CA. 92868 PG. 19, OF MAPS, & POR. LOTS 1, 2 &
Tel (714) 628 -8948 JOB NQ,•
Fax (714) 628 -8905 3 TR 698, MM 31/27 COUNTY OF 11- SEA -791
ORANGE, STATE OF CALIFORNIA.
I
FUSCOE
C-1
EXHIBIT C-2
Proposed Residential Project Plans
OCEAN PLACE DEVELOPMENT PLAN
SEAL BEACH, CALIFORNIA
LEGEND
f.._.�40
FUSCOE
C-1
EXHIBIT C-2
Proposed Residential Project Plans
OCEAN PLACE DEVELOPMENT PLAN
SEAL BEACH, CALIFORNIA
EXHIBIT D
CITY PARCEL
LEGAL DESCRIPTION
"CITY PARCEL"
LOT "A"
THAT PORTION BLOCK `B" OF BAY CITY, IN THE CITY OF SEAL BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
LYING NORTHWESTERLY OF THE SOUTHWESTERLY PROLONGATION OF THE
SOUTHEASTERLY LINE OF FIRST STREET AS SHOWN ON SAID MAP.
EXCEPT THAT PORTION THEREOF LYING NORTHEASTERLY OF THE SOUTHWESTERLY
LINE OF OCEAN AVENUE AS DESCRIBED IN THE DEED TO SAID CITY RECORDED JANUARY
23, 1932 IN BOOK 536, PAGE 49 OF OFFICIAL RECORDS.
ALSO EXCEPT THAT PORTION THEREOF LYING SOUTHERLY AND SOUTHWESTERLY OF
THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A POINT OF INTERSECTION OF THE SOUTHEASTERLY LINE OF FIRST
STREET AND THE SOUTHWESTERLY LINE OF OCEAN AVENUE AS SAID STREETS ARE
SHOWN ON THE MAP OF SAID BAY CITY; THENCE ALONG THE SOUTHWESTERLY
PROLONGATION OF SAID SOUTHEASTERLY LINE OF FIRST STRET 273.93 FEET TO THE
TRUE POINT OF BEGINNING; THENCE NORTH 58° 54' WEST 55.32 FEET; THENCE NORTH 22°
51' WEST 366.64 FEET; THENCE NORTH 24° 31' EAST 78.78 FEET TO THE SOUTHWESTERLY
LINE OF OCEAN BOULEVARD, AS SHOWN ON SAID MAP.
LOT `B" m
THAT PORTION OF BLOCK `B" TOGETHER WITH THAT PORTION OF "OCEAN AVE." A
STREET, IN THE BAY CITY TRACT, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY LYING WESTERLY OF
THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF BLOCK "C" OF SAID BAY
CITY TRACT DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHWESTERLY PROLONGATION
OF THE NORTHWESTERLY LINE OF FIRST STREET, AS SHOWN ON SAID MAP, WITH THE
NORTHEASTERLY LINE OF SAID BLOCK `B "; THENCE NORTH 31° 17' 00" EAST 80.11 FEET
ALONG SAID SOUTHWESTERLY PROLONGATION TO THE MOST SOUTHERLY CORNER OF
SAID BLOCK "C "; THENCE NORTH 55'41'30" WEST 317.56 FEET ALONG THE
SOUTHWESTERLY LINE OF SAID BLOCK "C" TO THE EASTERLY LINE OF THE LAND
DESCRIBED IN THE DEED TO LOS ANGELES COUNTY FLOOD CONTROL DISTRICT
RECORDED MAY 20, 1933 IN BOOK 612, PAGE 317 OF OFFICIAL RECORDS OF SAID ORANGE
COUNTY; THENCE SOUTHERLY ALONG THE SOUTHERLY PROLONGATION OF SAID
EASTERLY LINE, ALONG THE SEAL BEACH BOUNDARY AGREEMENT NO. 2, RECORDED
APRIL 8, 1968 IN BOOK 8565, PAGE I OF OFFICIAL RECORDS OF SAID ORANGE COUNTY TO
THE NORTHERLY TERMINUS OF THE AGREEMENT LINE BETWEEN THE STATE LANDS
COMMISSION AND THE CITY OF SEAL BEACH AND THE CITY OF LOS ANGELES RECORDED
AUGUST 9, 1967 IN BOOK 8336 PAGE 954 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY;
THENCE SOUTH 240 31' 00" WEST 60.00 FEET ALONG LAST SAID AGREEEMENT LINE TO THE
SOUTHWESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO THE CITY OF SEAL
BEACH RECORDED JANUARY 23, 1932 IN BOOK 536, PAGE 49 OF OFFICIAL RECORDS OF
SAID ORANGE COUNTY; THENCE SOUTH 67'06'27" EAST 297.06 FEET ALONG THE
SOUTHERLY LINE OF SAID LAND OF THE CITY OF SEAL BEACH, SAID SOUTHERLY LINE
BEING THE SOUTHERLY LINE OF OCEAN AVENUE AS SET FORTH IN RESOLUTION NO. 197
BY THE TRUSTEES OF THE CITY OF SEAL BEACH AND RECORDED IN BOOK 536, PAGE 49 OF
OFFICIAL RECORDS, TO THE POINT OF BEGINNING.
A PORTION OF SAID OCEAN AVENUE WAS VACATED UPON APPLICATION OF THE BAYSIDE
LAND COMPANY AND ACTION OF THE TRUSTEES OF THE CITY OF SEAL BEACH
RECORDED AUGUST 18, 1914 IN MINUTE BOOK 11 AT PAGE 51.
LOT "C"
BLOCK "C" OF BAY CITY, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND THAT PORTION OF LOT A-
2, IN THE RANCHO LOS ALAMITOS INCLUDED WITHIN SAID CITY OF SEAL BEACH, AS
SHOWN ON MAP NO. 1 FILED IN DECREE OF PARTITION IN THE SUPERIOR COURT OF LOS
ANGELES COUNTY, CALIFRONIA, CASE NO. 13527, A CERTIFIED COPY OF THE FINAL
DECREE OF SAID CASE HAVING BEEN RECORDED FEBRUARY 2, 1891 IN BOOK 14, PAGE 31
OF DEEDS OF SAID ORANGE COUNTY, LYING WESTERLY OF SAID BOCK "C" AND LYING
NORTHERLY OF THE WESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID
BLOCK "C ".
EXCEPT FROM THE ABOVE DESCRIBED PORTION OF SAID LOT A -2 THAT PORTION
THEREOF LYING WESTERLY AND SOUTHERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A POINT NORTH 65° 00'00" WEST, 330.00 FEET FROM STATION NO. 49 OF
THE PATENT BOUNDARY LINE OF THE RANCHO LOS ALAMITOS, BEING IN THE
NORTHEASTERLY LINE OF SAID BLOCK "C" AND ON THE EASTERN SHORE OF THE INLET
FROM THE PACIFIC OCEAN TO ALAMITOS BAY; THENCE SOUTH 12° 00'00" WEST, 547.80
FEET; THENCE SOUTH 60 00' 00" WEST, 69.95 FEET; THENCE SOUTH 290 15' 00" EAST, 38.72
FEET TO THE POINT OF INTERSECTION WITH THE NORTHEASTERLY LINE OF OCEAN
AVENUE, AS SHOWN ON AFORESAID MAP OF BAY CITY; THENCE SOUTH 55° 43'00" EAST,
ALONG SAID LINE OF OCEAN AVENUE 325.63 FEET TO THE SOUTHEASTERLY CORNER OF
SAID BLOCK "C ".
ALSO EXCEPT THAT PORTION THEREOF LYING NORTHEASTERLY AND EASTERLY OF THE
FOLLOWING DESCRIBED LINE:
BEGINNING AT THE SOUTHEASTERLY LINE OF SAID BLOCK "C" OF BAY CITY, BEING 60.20'
SOUTHERLY FROM THE MOST SOUTHERLY POINT OF THE LAND INCLUDED IN THE FINAL
ORDER OF CONDEMNATION RECORDED MARCH 23, 1977 IN BOOK 12115, PAGE 201, OF
OFFICIAL RECORDS; THENCE NORTH 58° 53' 38 "WEST, 321.92 FEET; THENCE NORTH 76'07'
33" WEST, 88.88 FEET; THENCE NORTH 16'24'59" EAST, 179.66 FEET; THENCE NORTH 13'52'
27" EAST, 74.66 FEET TO A POINT IN THE NORTHEASTERLY LINE OF SAID BLOCK "C"
DISTANT NORTH 650 00'00" WEST, 238.07 FEET FROM STATION 49 OF THE RANCHO LOS
ALAMITOS AS SHOWN ON SAID MAP OF BAY CITY.
ALL AS SHOWN ON EXHIBIT `B" ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.
PREPARED BY:
3 -17-/l
V. CASE, L.S. No. 5411
-To +,Ak6_ 6,4 t2a.&.
ND S
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-' No. 5411
* Exp.9/30/12
F CA
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PREPARED RV OFFICE OF. ATY O F SEAL BEACH
Case Land Surveying, Inc. V CITY PARCEL SHEET
Surveying Mapping GPS Services
614 Eckhoii St. POR. OF BLOCKS B, C AND OCEAN AVE. OF
Orange, CA. 92868 OF BAY CITY IN BOOK 3, PAGE 19, OF
Tel (714) 628 -8948 MAPS, COUNTY OF ORANGE, STATE OF JOB NQ,
Pas (714) 628 -8905
CALIFORNIA. 11-SEA-791
Coast Surveying, Inc.
EXHIBIT E March 18. 2011
BIKE TRAIL PARCEL
THOSE PORTIONS OF BLOCKS B AND C AND OCEAN AVENUE AS SHOWN ON THE MAP OF BAY
CITY, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP
FILED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE WESTERLY CORNER OF BLOCK B AS SHOWN ON RECORD OF SURVEY 2002-
1090, RECORDED IN BOOK 193, PAGE 47 OF RECORDS OF SURVEY, IN THE OFFICE OF SAID
COUNTY RECORDER; THENCE ALONG THE NORTHWESTERLY LINE OF SAID BLOCK B AND ALONG
THE NORTHWESTERLY LINE OF OCEAN AVENUE THE FOLLOWING TWO (2) COURSES:
1. NORTH 25 °31'25" EAST 78.63 FEET;
2. NORTH 21 026'49" EAST 80.01 FEET TO THE SOUTHERLY CORNER OF THE LAND
DESCRIBED IN THE EASEMENT DEED TO THE LOS ANGELES COUNTY FLOOD CONTROL
DISTRICT RECORDED MAY 20, 1933 IN BOOK 612, PAGE 317 OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER;
THENCE ALONG THE SOUTHWESTERLY LINE OF SAID EASEMENT DEED NORTH 28 °13'48" WEST
5.29 FEET; THENCE LEAVING SAID SOUTHWESTERLY LINE NORTH 20 035'51" EAST 145.26 FEET;
THENCE NORTH 08 018'15" EAST 25.13 FEET; THENCE NORTH 00 042'40" EAST 29.01 FEET; THENCE
NORTH 20 050'28" EAST 87.75 FEET; THENCE NORTH 15 °52'02" EAST 62.47 FEET; THENCE NORTH
18 018'30" EAST 130.33 FEET; THENCE NORTH 16 °20'55" EAST 143.42 FEET; THENCE NORTH
19 004'10" EAST 9.40 FEET TO THE NORTHERLY LINE OF SAID LOT C; THENCE ALONG SAID
NORTHERLY LINE SOUTH 63 058'48" EAST 9.76 FEET; THENCE LEAVING SAID NORTHERLY LINE
SOUTH 15 001'22" WEST 74.66 FEET; THENCE SOUTH 17 °33'54" WEST 179.66 FEET; THENCE SOUTH
74 058'38" EAST 29.41 FEET TO THE SOUTHEASTERLY LINE OF SAID EASEMENT DEED TO THE LOS
ANGELES COUNTY FLODD CONTROL DISTRICT; THENCE ALONG SAID SOUTHEASTERLY LINE
SOUTH 11 °36'49" WEST 91.41 FEET; THENCE CONTINUING ALONG SAID SOUTHEASTERLY LINE
SOUTH 32 °10'48" WEST 126.09 FEET; THENCE SOUTH 12 °02'48" WEST 13.48 FEET; THENCE SOUTH
23 003'47" WEST 21.18 FEET; THENCE SOUTH 19 047'40" WEST 46.26 FEET; THENCE SOUTH 21000,17"
WEST 127.66 FEET; THENCE SOUTH 20 °12'32" WEST 90.35 FEET; THENCE SOUTH 22 °43'11" WEST
40.94 FEET TO THE SOUTHWESTERLY LINE OF SAID BLOCK B; THENCE ALONG SAID
SOUTHWESTERLY LINE NORTH 21 °50'35" WEST 18.54 FEET TO THE POINT OF BEGINNING.
CONTAINING 14,208 SQUARE FEET, MORE OR LESS.
ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B ATTACHED HERETO AND MADE A PART
HEREOF.
DATED THIS 18TH DAY OF MARCH, 2011 � DED is �
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EXHIBIT F
DRIVEWAY PARCEL
A STRIP OF LAND 40.00 FEET WIDE IN BLOCK B OF BAY CITY, IN THE CITY OF SEAL
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP RECORDED IN
BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, THE SOUTHEASTERLY LINE OF WHICH STRIP OF
LAND IS DESCRIBED AS FOLLOWS:
COMMENCING AT THE POINT OF INTERSECTION OF THE EXTENSION OF THE
SOUTHEASTERLY LINE OF FIRST STREET AND THE SOUTHWESTERLY LINE OF
OCEAN AVENUE AS SAID STREETS ARE SHOWN ON THE MAP OF SAID BAY CITY;
THENCE, NORTH 54-44'12" WEST, 13.95 FEET ALONG THE SOUTHWESTERLY LINE
OF OCEAN AVENUE AS SHOWN ON RECORD OF SURVEY NO. 2002 -1090 FILED AS
INSTRUMENT NO. 2003000516244 IN BOOK 193, PAGE 47 OF RECORDS OF SURVEY IN
THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, STATE OF
CALIFORNIA, TO THE TRUE POINT OF BEGINNING, SAID POINT ALSO BEING AT
THE INTERSECTION OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A
RADIUS OF 500.00 FEET WITH A RADIAL TO SAID CURVE AT SAID POINT BEARING
NORTH 58015'19" WEST; THENCE, SOUTHWESTERLY, 106.15 FEET ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 12 009'49" TO A POINT OF COMPOUND
CURVE WITH A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF
200.00 FEET, A RADIAL THROUGH SAID POINT OF COMPOUND CURVE BEARING
NORTH 46 005'30" WEST; THENCE, SOUTHWESTERLY, 22.35 FEET ALONG SAID
200.00 -FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 6 024'07" TO A POINT
OF TANGENCY WITH A LINE BEARING SOUTH 50 °18'37" WEST; THENCE, SOUTH
50 018'37" WEST ALONG SAID TANGENT LINE 42.77 FEET TO A POINT OF TANGENCY
WITH A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 90.00 FEET;
THENCE, SOUTHWESTERLY, 17.98 FEET ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 11 026'52" TO A POINT OF REVERSE CURVE WITH A CURVE
CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 400.00 FEET, A RADIAL
THROUGH SAID POINT OF REVERSE CURVE BEARING SOUTH 28 014'31" EAST;
THENCE, SOUTHWESTERLY, 78.24 FEET ALONG SAID 400.00 -FOOT RADIUS CURVE
THROUGH A CENTRAL ANGLE OF 11 012'25" TO THE SOUTHWESTERLY LINE OF
SAID RECORD OF SURVEY NO. 2002 -1090.
THE NORTHWESTERLY LINE OF SAID 40.00- FOOT -WIDE STRIP SHALL BE
LENGTHENED OR SHORTENED TO TERMINATE SOUTHWESTERLY IN THE
SOUTHWESTERLY LINE OF SAID RECORD OF SURVEY AND NORTHEASTERLY IN
THE SOUTHWESTERLY LINE OF SAID OCEAN AVENUE.
CONTAINING 10,233 SQUARE FEET, MORE OR LESS.
ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B ATTACHED HERETO AND
MADE A PART HEREOF.
DRIVEWAY EASEMENT
EXHIBIT B
1080
SCALE: 1 " = 50'
MAP OF BAY CITY N58'
POR. OF BLOCK B (F
M. M. 3 / 19
S28'14'31 "E
(RAD PRC)-
5
57'48'12 "W
(RAD)
N39'26'56 "W
(RAD)
VA
FAM
Jo, 6/6,
A, Jo,
J 58'15'19 "W
(RAD) q�Ftigti a�
T.P.O.B. �F
5 0�
O
O
S28'14'31 "E
(RAD PRC)
0
DELTA
RADIUS
LENGTH
❑
BEARING
DISTANCE
1
12' 09' 49'
500, 00'
106, 15'
1
S50'
18' 37' W
42, 77'
2
6' 24' 07'
200, 00'
22, 35'
2
N21'
S0' 35' W
41, 78'
3
11' 26' S2'
90, 00'
17, 96'
3
N50'
18' 37' E
42, 77'
4
11' 12' 25'
400, 00'
78, 24'
4
S54'
44' 12' E
40, 08'
5
9' 33' 41'
440, 00'
73, 43'
S
S54'
44' 12' E
13, 95'
6
11' 26' S2'
50, 00'
9, 99'
7
6' 24' 07'
160, 00'
17. 88'
8
12' 28' 13'
460,00'
100, 12'
EXHIBIT G
SEWER PARCEL
THAT PORTION OF BLOCK B OF BAY CITY, IN THE CITY OF SEAL BEACH, COUNTY
OF ORANGE, STATE OF CALIFORNIA, PER MAP RECORDED IN BOOK 3, PAGE 19 OF
MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE EXTENSION OF THE
SOUTHEASTERLY LINE OF FIRST STREET AND THE SOUTHWESTERLY LINE OF
OCEAN AVENUE AS SAID STREETS ARE SHOWN ON THE MAP OF SAID BAY CITY;
THENCE, NORTH 54-44'12" WEST, 13.95 FEET ALONG THE SOUTHWESTERLY LINE
OF OCEAN AVENUE, AS SHOWN ON RECORD OF SURVEY NO. 2002 -1090, FILED AS
INSTRUMENT NO. 2003000516244 IN BOOK 193, PAGE 47 OF RECORDS OF SURVEY IN
THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, STATE OF
CALIFORNIA, TO A POINT ALSO BEING THE INTERSECTION OF A CURVE CONCAVE
NORTHWESTERLY AND HAVING A RADIUS OF 500.00 FEET WITH A RADIAL TO
SAID CURVE AT SAID POINT BEARING NORTH 58'15'19" WEST; THENCE,
SOUTHWESTERLY, 106.15 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 12 009'49" TO A POINT OF COMPOUND CURVE WITH A CURVE CONCAVE
NORTHWESTERLY HAVING A RADIUS OF 200.00 FEET, A RADIAL THROUGH SAID
POINT OF COMPOUND CURVE BEARING NORTH 46 °05'30" WEST; THENCE,
SOUTHWESTERLY, 22.35 FEET ALONG SAID 200.00 -FOOT RADIUS CURVE THROUGH
A CENTRAL ANGLE OF 6 024'07" TO A POINT OF TANGENCY WITH A LINE BEARING
SOUTH 50° 18' 37" WEST; THENCE, SOUTH 50'18'37" WEST ALONG SAID TANGENT
LINE 42.77 FEET TO A POINT OF TANGENCY WITH A CURVE CONCAVE
NORTHWESTERLY HAVING A RADIUS OF 90.00 FEET; THENCE, SOUTHWESTERLY,
17.98 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 026'52" TO A
POINT OF REVERSE CURVE WITH A CURVE CONCAVE SOUTHEASTERLY HAVING A
RADIUS OF 400.00 FEET, A RADIAL THROUGH SAID POINT OF REVERSE CURVE
BEARING SOUTH 28 014'31" EAST; THENCE, SOUTHWESTERLY, 78.24 FEET ALONG
SAID 400.00 -FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 11 012'25" TO
THE SOUTHWESTERLY LINE OF SAID RECORD OF SURVEY NO. 2002 -1090; THENCE,
ALONG THE SOUTHWESTERLY AND SOUTHEASTERLY LINES OF SAID RECORD OF
SURVEY THE FOLLOWING COURSES AND DISTANCES:
1. SOUTH 21 050'35" EAST, 32.84 FEET;
2. SOUTH 57 053'35" EAST, 55.32 FEET;
3. NORTH 32 017'25" EAST, 273.93 FEET TO THE POINT OF BEGINNING.
CONTAINING 10,768 SQUARE FEET, MORE OR LESS.
ALL AS MORE PARTICULARLY SHOWN ON EXHIBIT B ATTACHED HERETO AND
MADE A PART HEREOF.
SEWER EASEMENT
EXHIBIT B
30, 60,
SCALE: 1 " = 50'
N58'15'19 "W ,9�CFq O
(RAD)
5 /
0
MAP OF BAY CITY 110'
POR. OF BLOCK B
M.M. 3 / 19 ® \
N46'05'30 "W
(RAD PCC)
S28.14'31 "E
(RAD PRC) 0 1❑
1
N39.26'56 "W
(RAD) ❑3
2
0 DELTA RADIUS LENGTH ❑ BEARING DISTANCE
1 11' 12' 25' 400, 00' 78. 24' 1 S32' 17' 25' W 273.93'
2 11' 26' 52' 90, 00' 17, 98' 2 N57' 53' 35' W 55, 32'
3 6' 24' 07' 200, 00' 22. 35' 3 N21' 50' 35' W 32, 84'
4 12' 09' 49' 500. 00' 106. 15' 4 N50' 18' 37' E 42. 77'
5 S54.44' 12' E 13,95'
EXHIBIT H
TERMS SHEET OF THE LEASE
Property subject to Lease:
The Driveway Parcel as shown and legally described in Exhibit F.
The Bike Trail Parcel as shown and legally described in Exhibit E.
2. Term: At most, four years.
3. Commencement Date: March 31, 2011.
4. Expiration Date:
The earlier of:
(a) March 31, 2015;
(b) conveyance of the Driveway Parcel and Bike Trail Parcel to the City pursuant to the
transaction described in paragraph 53 of the Settlement Agreement and Mutual Release; or
(c) if the Coastal Commission denies or declines to process further Bay City's Proposed
Residential Project, then thirty (30) days thereafter such denial or declination. Bay City shall
determine, in its sole discretion, whether a denial or declination has occurred. Bay City shall
promptly notify the City in writing of such determination.
5. Rent: An Annual One Dollar ($1.00) per annum rental payment from the City to
Bay City shall be deemed payment in full of the rent required under the Lease.
6. Use of Premises:
The Driveway Parcel shall be used for a public access roadway from First Street and
Ocean Avenue to the public parking lot that serves the River's End Project in order to maintain
public access to the public beach, the Pacific Ocean, Windsurfer Park, the First Street parking
lot, and the River's End Cafe. The Bike Trail Parcel shall be used for a public bike path. All
premises shall be maintained in good condition.
7. Tenant's Liability Insurance: Annual Aggregate Limit $2,500,000
Indemnity:
As a material term of the Agreement and the Lease, the City shall indemnify, save, hold
harmless and defend Bay City, its members and its successors and assigns from any and all
claims, costs, causes of action, and liability for any damages, personal injury or death which may
arise, directly or indirectly, from the City's use of the Driveway Parcel or Bike Trail Parcel.
(00009103.2 }
H -1
9. Notice:
Landlord
Bay City Partners LLC
2999 Westminster Avenue, Suite 211
Seal Beach California 90740
Attn: Rocky Gentner
Email: Rockyg@gentnerandcompany.com
Tenant
City of Seal Beach
211 8th Street
Seal Beach, California 90740
Attn: City Manager
With Copy To:
Quinn Barrow, Esq.
Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, California 90071 -3101
Email: gbarrow2pyglaw.com
Fax No.: (213) 626 -0078
(00009103.2 }
H -2
'iv
Exhibit "I"
Relocated Sitting Area
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1200 sq ft +/- Within
Proposed Residential
Development Area
The Bile Trail Parcel
Exhibit J
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All of the land South of the Westerly
Prolongation of the Southern Right The Sewer Parci
Of Way Line of Central Way Except
the 1200 sq ft +/- wihtin the Proposed
Residential Project Area
-- Lt egg
SEAL WAY 4
a The Driveway Parcel
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14
15
16
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18
19
20
21
22
23
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25
26
27
28
Exhibit K 1211 5?t
FXHIBIT "'A"
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DESCRIPTION: -
THOSE PORTIONS OF THE SOUTHVEST QUARTER OF SECTION 110 TOWNSHIP 5
SOUTH, RANGE 12 WEST IN THE RANCHO LOS ALAMITOS AS PER MAP FILED
114 DECREE OF PARTITION IN Te.0 SUPERIOR COUNT OF LOS ANGELES COUNT
CALIFORNIA CASE NO, 13527, A CERTIFIED COPY OF THE FINAL DECREE
Of SAID CASE HAVING BEEN RECORDED FEBRUARY 2, 1891 IN BOOK 14 PAG
31 OF DEEDS OF SAID ORANGE COUNTY, CALIFORNIA, OF LOTS 1, 2 AND 3
BLOCK 100, TRACT' NO, 698 AS PER -HAP RECORDED IN BOOK 31 PAGE. 27 0
MISCELLANEOUS NAPS RECORDS Of SAID ORANGE COUNTY AND OF BLOCK "CIO
SAY CITY AS PER MAP RECORDED IN BOOK 3 PAGE 19 Of MISCELLANEOUS
MAPS, R"ORDS OF SAID ORANGE -COUNTY, ALL IN THE CITY OF SEAL,BEACk
COUNTY Of ORANGE, STATE OF CALIFORNIA, DESCRIBED AS A WHOLE AS
FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF THE LAND DESCRIBED IN PART
3 OF EXHIBIT A-I IN A DEED TO THE CITY Of LOS ANGELES, CALIFORNIA
RECORDED IN BOOK 8.69 PAGE I OF OFFICIAL RECORDS; THENCE SOUTH 310
171 2211 WEST 347.66 FEET ALONG THE SOUTHEAST BOUNDARY OF SAID LANE
THE CITY OF LOS ANGELES# THE SOUTHEAST BOUNDARY OF SAID LOTS 1,
2 AND 3 AND THE SOUtHEAST BOUNDARY OF SAID BLOCK *$CIO; THENCE NORTf
240 221 42" EAST 332.42 FEET; THENCE NORTH 059 390 24" WEST 33.18
FEET TO A POINT- ON THE NORTHEAST BOUNDARY OF SAID LAND OF THE CIT
OF LOS ANGELES SAID POINT BEING Ot4 A CURVE CONCAVE NORTHEASTERLY
HAVING A RADIUS OF 940.00 FEET A RADIAL FROM SAID POINT BEARS NIOR ),
420 07' 3111 EAST; THENCE ALONG SAID CURVE AND THE BOUNDARY OF SAtj
LAND OF THE CITY OF LOS ANGELES SOUTHEASTERLY 60.68 FEET TO THE
POINT OF BEGINNING.
SAID LAND IS INCLUDED WITHIN THE AREA SHOWN ON A MAP FILED IN THE
OFFICE OF THE COU147Y RECORDER OF SAID ORANGE COUNTY, IN BOOK 90
PAGE 23 TO 30 INCLUSIVE OF RECORD OF SURVEYS,
be and the same is hereby cohder-ned to the use of the plaintiff,
THE -CITY OF SEAT. BEACH, a municipal corporation, and to the use
of the public for said public purposes.
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Exhibit L
Hewitt & O'Neil L.LP'
1 "00 lw wArtfiur Blvd., Suite 1050
Irvine, CA 92512
Attn: Jay F. Pokhiko f
This Documo t was obcbvnka#y rid by
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L&MMAUMMM R
This went Agreement (this " m*W) is miade in Orsup County, California, on
February 17, 2009, by and anong Bay City Partners, LLC, a California limited liability company
{"`L vn ors'), and Atldmon LLC a California limited liabdinty company ("Aiskinsaa L.LVI Ted
Street wilding, LLC, a tali rnla listtited liability company ("G after LLC), I n & PCH,
LLC a California limikod liability company, (GriM Uk" �, Kyle LLC, a California limited
liability company (",,,�,,, LLCM), and Park-e, LLC, a +Calithmia limited liability company agm as follows.,
A. Owna is dw record fee owner of that certain MW property located in time City of
Sep qty of Orange, Stile of Caffornia, Fled on Exhibit A attached hereto (the
"Pt' tty'")f
B. Owner desim by this Agreement to (i) grant At1mn LLC, Genow
€idffh n LLC. Kyle LLC and PUUWaa LLC (etch, individ lly, an " Emno at H*WW and
cotlec iively, the "Easement HoMers"X as tenants in common, a - exclusive petpenual
cascamt mr, render, upon, across and ftough a pin of the Prey for dw p wposc of (a)
Wn& constructer, ittatalling„ woostrwting. 1"'gAacins, ring, rwovsinl4 malntainin&
gating, changing and remo" undervu nd pipelines and appurtenances timed for the
tranqxotation of 4 gas and vieuter, (b) a aatue clectrloel substation and relates Udlities and
wWergtowd eiectrical sad comamWeadons lirmuh wirts, oxId11.ICtd m caw arA conduits and
appw tenanow thutio for the tranamusion of electrical power and co imunicatioara, and (c) for
outer reasonable uses m1azed to the casement purposes deambed above, and (11) set forth certain
obi Ow and The Enenwa Holders, with nspW to $Wd went, on to tam and
conditions ad forth herein. This grant of rant shall be effective rely.
D. Owner and time Easement Holders; deem it to be in their mutual best intermt to
enter into this A oreemerrt.
NOW, THEREFFCDM for and in cmkieration of the fbmgDin8 facts and the terms and
coedit arms hereinafm set froth, the parties agree as der provided:
IAA 10""
RM #W 19 r6
L -1
Article i
DdAwM
1.1 "FAssameW Asp " shall mean Oast certain portion of the Property whkb is
described on EINbit B -1 and depicted on Ltdhft atiacbed hereto.
12 - owatr" shall mean (i} auh Person owning the fee simple title to the Property.
(ii) any ground truant of the Property holding a ground pis inter t rein. and (iii) a
vendee in posseadon under a contract of sale or. if not in possession, the vendor or vendors
under an executory contract of sale fix the Property, but W a Person having an inteirw in the
Pte► holding title merely as sceurity fair the pofotmom of an obligation,
1.3 Users" shall ,mean the Easement Holders, drar respective swoessors
and assigns, employam agads, mpmaftfives. contracUM BM subwatractori, lice,
invites. curmnem guests, t newts mid subtenants. and the employees, aged and
representatives of all the fogoing daybed parties.
1,4 "Perna" soli mom individrials , poUershipe, firm, asrociatiom% busts,
camoreficen, limited liability companies. limited liability partnerships, lWtad partnerihips and
any other form of business amity, arul the sdngulat sled include the plat°,
Article Z
2.1 ErrsemW QM . Oww hem► grants to tiro Emarient Holders, together %Wth
trot rift to transfer the sarne and to t1w (and: wept ersstgrtmer►ts a#) its, sub- eawments
and l venm with respect thereto, a na rclusives peqwkW eawment, avert under, upon, amass
and thtiough tht went Am for (i) the purpose of layin& conswuctiaag, installing,
onstrwdng, replacing, ding. rwovatin& mAtainin& operating, changfvg and "moving
(a) underground pipelines and appertmances them for the traaspuonationn of oil, gas and wares'
and (b) tap to fottr (4) areas selected by the Easement Holders from time to , each not
tweeding tea feet (I W) by test frame (10') in horizwW size and six fact (6`) its light and each of
which :Wray be fwd sad secured (cub, a "lurlbee putWktia&") for one or mom
surfirce relocuical subsb&as, pumps and other facilities, Including. but not limited to, electrical
and communications lures, wires. oonduaftak cables, conduits and appurtenances thereto for the
transudskoe of dectrioW power and communitations, and (ii) otbes reasonable uses related to
the eawment Wises de scribexl above. This grant of eastmou shall her effective imnwdiaely.
iWKk #0319 v6 L-2
their Arterrmt Among Tenants in Cp1]ln1on of even date herewith. as such agreemerit may be
ammaod from time to time.
2.3 US f &MsM Am _ tilt' rtl wMr_. Owner may use the Faseram Area in a
manner and for ptuposes that at M inconsistent with or gantry to and that do not interfere
with the rights of the mat Holders or Permitted ilsera as set ford► in this Agreement, Such
use shall in no event involve the erection of ouctu ms, paved zoadways or other inxrprov
the staring; of malaWs, or dte planting of any gees upon the Easement Area (or any plants or
bushes with meats ending more than 12" below ground level) withaau the unaaamous peivr
w n teen consent of ft FAmana Holders (which may be withheld in ea h Easeniernl holders'
sole won). Owner shell not install a gate, feriae or similar barrier to entry into or exit 1 roe
the Easement Area without the wtwninmus prior written come nt r f the Easetnent Holders (which
may be withbeld in cub Bmme nt Holders' scale discretion). Owner shall not pmtWt any acts or
odwwise on the Property that impede or btterhm with use of the Easammt Area by die
Easement Holden scut their Permitted Users.
2.4 B&kk MMUXM Subject to Sections Z2 and 2.3 above, Owner shall have tb+c
rim, frmn time to *me, wRh the consent of the Eammm Hole (which consent shall not be
umwsambly wit.1 ►ebi, condWoned or delayed), to make changes, modifications or atrerations to
the sw6ce of the Emmat Area in connection with the development of new impmvements on
such Property, provided that (a) dw use or accessibility of the Easement Area is not materially
affected thereby, (b) any such d a s, modifications or sherrpdtkm shall not interfere in any
mater fiver with facile located within the Eawava Arta owned or operated by the
FAmment Holders or their Permitted Users. and (c) applicable govemmeaal hm and
restrlc't o ns shall not be vunletted. Owner shall be responklble ftr all real propaty taxes and
pommssory u ter+eo taxes assessed against the Property ad any improvements Maori atnci the
Butincnt Holders shall be r+espo table for all penal property taxes assessed agalm the
Ito Holders' or their Fe<mined Users' personiil property located on the F sit stat Am.
2.5 .,, TU easements, covenen% rest riciiom conditions and
provWom contained in fts Agreement (Whedw affirmative or negativc in nature) shall run and
pass with each and every portion of the Property ad be biDdizg upon Owner and Its successors
s
ail assigns and every petson havi any fee, leawrold, or other interest in the PmVerty or any
portion dumf to the octent dint the acovenewa, remcdaw conditions, or provisions bukn
such interest in the Property, and shall b+mellt and shall be enforceable by Emenart folders and
d r successors and assigns,.
2.6 SubAbdake of Prat If the Property shall be :st vked into more than one
Panes or should the lot lines of the Property adjusted, such subdivision or lot line 4ustment
shall not terminate or otlnerwvise affect the ene m ants and rights established lam.
2.7 No RgUM&W. !Nothing contained in this Agreermcnt shall be deenned to be a gift
or dedication of a Parcel or arty portion thereof to or for the genes public„ or for any public
puMm wimsoe°ver. h is the intention of Owner and the Easement Holders that this Agreement
shall be strictly limited to the purposes vncpremd in this Agreernea Further, the eammments
es%WidW in this Agent ale not intended to cmft, nor will they +cr► any pnscri#ttive
ruts in the public.
U IL M► 101a011 3
Enna: auto T6
L -3
2.8 LAwits on Transfers Owwr may not transfer or assign any rat, power or
obligatkm created under this Agrearient w hhout also transfrr ng thereft Owners interest in
the Easement Ara L
3.1 Owner OWI be obligated. at Owner's sole cost
anct expense, to perform or provide for perflonmarxie of Maintenance (as hereinafter defixed) of
the MUM of three E as it ad Arty (except for the Sw Aice '. As used
"I1t<aN>be ' r[laarta s i� rubbish mm>noval, regular end omary maintenance
of xnfam and landscapta& mW msch oar maintenance , and repw as reasonaNy necessary to
man a clean and sanitary ar+e& withstanding the fotegoin& if an Essanent Holder or any
Permitted User danmWs any portion of the Easement Air as a re h of (i) a violation of the use
limitations set foe<t1a in Sections 2.1 mod 22 abovo or (ii) the willful misconduct or ! gent ad
or foilum to W by such Fit Holier or Permitted [Isar, the Easement Holders shall, at their
sole coat;, promptly repair the da[nage. Also noWthstanding the foregoing, ter shall not be
oblipted to perform Mahmnance of eery of the anent Holders' or Permitted L sW
. n4wovements or facWties within the Easement Area
31 Ion At all daws. Owner shall, at Qw+vn es swede cost and expense, mcWain
public liability insurance for the Easement Arek with OMWW of at least Two Million Dollars
($2,000,000) for clamp to p"My and for injury or dealt of any petsor(s3) Per ooasarrence.
Such hwaranac shall name ft emwA Holders as a tIonal insureds. Such insuramm sW1
provide that the same .shall nos be Willed or not re wwvd exoW upcm thirty (34) days prior
notice to the Brent H+oldera. Evil of such i wuv= ;tWI be provided to the Easement
Holdem can dewy. If Owna fails to maintain such instmsnce. the Easement Holdm may, sAW
notice to Owner and fieilurt to cure within five (3) days after mwb notice, obtain the mm, and
Owner shall reimburse the Easement How jW the cat ofs1 h insurenct witbin ton (10) days
after demand thador.
V
4.1 In the event of any materiel violation or dulvatened
violation (a "Brat b") by am party hervxWer (a 'Debuiting PerW% which Breach has rot
been mad within ten (Iii) days ofwvritm request thmcfcw by the other party bereuanda (a "Nos.
Befinkfing Party") (cam if any such Breach is mot reasonably swocoble of cm within such ten
(lit) day period, then if the Dc&uWq& Party has not cornmeneel pwapdy within the ten (10)
day period to eff mt: a cum and tsar diligendy proceeded to eftet such cure) {provided,
howevw, that no such notice or cm parked shall be requitod with, respect to the third time that
the sure or similar Breach oceans In any consecutive twelve (12:) month perms, the Non -
DeOwhift Pawrty dW1 have the Wowing flots and remedies:
4.1.1 Sobldtute.11laftraing. Widwt any *Wpd+on to do so, the Non -
De tilting Party may at its option (a) pay any unpaid am or settle or discharge any mum
ter or ,judo thereon, (b) enter the Easement Area and perform mxb work as itraay be
MY" 10147.2 4
e bell Al L -4
necessary to resolve the sue, (c) provides other substituw perfonnance of any obligations of the
Defauult g Farty at such party's expense. In any such event, the ModtlaS Party shall reimburse
the 1'+Nor- Defasulting Party for aH direct costs or expenses cotmected with mxh perkmance
within to (10) days after roveipt of any, itemized statement showing all such direct costs of
re;w4ying such default, plus inter on all such ainounts owed at the madmuem legal coutrm
rate permitted by law from the date incurred mtil paid;
4,1,2 bRUM . A l+ tar!wDefatulti V Pa* may bft a suit for damages for any
cvmpensable breach of any of the ea is or covenants contained herein cwt such dou s
shall in no event inc ikle punitive, special or so -Wled "oonssaqucntW" damages), or for
declaratory relit' to deterouine the enf neshility of any of dw agmemonts contained herein and
for h*mtive relief tin, inchading all wW costs, reasonable Sys' fees and odw +rusts
of afilcotion of moment rrclauted dmvlw,
4.1.3 . ft is rsicognized that a breach by a party ar say Person having
possession under a party, of one or more of the casements or rights m agmcments comained
heroin, may cause a Nout- Defm][ting Patty to suffer material iDjury or damage not cobble
in money, and that the Non-DefeWting Party sa l be entitled to bring an action in equity or
otherwiw for specific perfornwaQe to eakwe compliance with those restarietions or for an
injunction to pry or enjoin the ountinuance of any such Breach hereof.
4.2 No No waiver of a dofmk by a peaty *W1 be implied fr+ortu an omission
by the other patty to take any action with respect to such defi IL A waiver of a dcfatult
Wider ...shall not be domed a waiver of any subsequent default of the same provision or any
otter provision. contained herein.
4,3 BWO of Lgg#M, ,5oWbudima, No breach, enforcwncnt or opted
erect of any other the terms, covoaantsy con&tions or resWetions of this Agree tnera will
de or render invalid the lien of any mortgage or deed of trust mnzing a loan made in gourd
faith and fine value with respect to development financing, permanent financiv& or mAnancing of
the Property or any facilities thereon; provid4 however, that all pn wWons of dw Agreement
will be binding upon and effective agdnst any ssubuguest Owner of dw Propefiy or successor
wftoac titter to the Propey or any portion of stuck is acquired by thmclosum trust deed sad, or
otherwise. 71w easements and licensees eatablisb d hereunder, vAiedwr raw adsd" or grented
hemaAct by the went HoWers, shall be superior to eery and ail nKwW%Vs, lip, ;ground
leasrs, lick, covenants, or en --dirsm, s rtaw or bacadtcr affecting tduse Pte, as wreil as
any of the ate specifically stubordbuftd hereto (iweinafwr colloicOwly rai`amd to as die
° #14 ortgaes'). Any such hftwVnes shall be deemed to be su lxwdi ale to this Agreement, and
Us Agreement shall muvive asy closure of my such Nfortgagos; provided, however that
nothing in this Agtree mat will affect the valkik of any sub Mortgages.
5.1 I. TIw o"ement and all rights and privileges related thereto established by
this Apmmt d alf be perpetual and sharp rernala in effect ur d ter untied by to recordation
of a written agmment signed by all Ems neat Hold, or their saga or
2011" 141,01 S
HkOW319"
L -5
q
(a) Whenever under the terms of this Agreanent any Easemm Holder
perform any vm* upon ft Emone nt Arm tt pony perfomft such work will not pest any
m anics', materialIIreWs or .similar list to be maintained against the Property on which any
labor or material has been furnished in connectmn with such 'work, and will indemnify and hold
harmlm Owner assn and against any and all lime, claims, liability, cats said a xpmw
(includirig but not limited to resaambde afoot ys' fees) wising out of such wo&
Notwidutanding the foregoing, the party perfixming such work may conscst the validity or
arno nt of any Am or claim, of Best arising out of such wort by appropriac loo procmdings
dilig ratty Pursued. provided that such panty obtains a seuaty hand or odw security re viably
satisfactory to Owner to past fully Owner and the Property against such lien or ctaim. of Belt,
and provided flwdw tbei►t such party mu"aftly pays and dues any judgment or
settlement rendered or r=dwd in any such ptoccediztgs and cwwm any lire to be rely at such
party's expense prior to fore closum Prior to the commencement of any work. the party
perforaftS the work ahall also pie Owner at least ten (10) clays' prior vaduen notice of the
stmt daate, as well as evidem that appropriM irtsunmeo has bean obtained, Upon completion of
the work in question, the performing party shall, if applicable, cause a Notice of Completion to
be reconted in they Office of the grange County Recorder in accordance with Secticia :M of the
California Civil Code and, upon roquesl d 0wrar, deliver to Owna it legible cM of all
permits, apprvvarls and other dents issued by any govenvr4 tal any in omnecttim with
the weak.
(b) VAtenever under the terms of this Agmnwm Owner perhirms my work
upon the ant, Area, 'fir will not permit any mechanics', `s or similar lacn to
ybe maintained against the - mW will fy and hold harinku resit
{1Q:Wers and the Permitted Users from wid against tiny and all Mesas, claims, lisibilit%, costs and
expenses (including but not limited to reasonable attorneys' fees) arising out of such work.
T+lotwntliaru ding the fore going, the party petkailn8 such weak may tit the validity or
amour of any lien or claim of lieu wising out of rich work by appropriate I*SW pmccedings
dil poly preraired, provided that atzh party obtams a stueaty baW or , odier security reasonably
ss isft4ory to Eamm t Holders to protect #itiTy► Easement Holders and the Easement Area
against such lien or claim of lim,. and provi4od fttba OW such paid Wmaidiaredy pop and
discharges any lodgment or settlement rid or rcaclmd in my rich proceedings aid causes
any lnem to be =JasW at such party's expanse prior to foreclosure. prior to due commencement
of my work, the party performing dw work "I also p +lie Eawwnt Raiders at leash tea (14)
dam' prior writtm notice of the start dde, as well as evidence that appropriate any has
been mod. Upon +complebon. of the work in quawn, the performig, party shall, if
applicable, cause a Notice: of Cemplatu n to be record its ft Office of the Ormp Cody
Recorder in accordance with Section 3093 of the California Civil Code and, upon request of any
Emmat Holder, deliver to Easement Holders. a legible copy of all p erar ts, approvals and od r
documents issued by any governmental agency in camectim with the work, All work shall be
performed so as to rtninbuize, to the greatest extent r sorrably powfble, intesflemnce with use of
the merit Area in question by file Permitted Users the of.
(c) Whturover any party Perfoirm any work Won the Emmicut Arm the peaty
Perform-' such work shall cormrneuroe and complafe such work promptly sand W a good sued
yix w JM47.2 6
'!�r>eKk rcxsi4
L -6
workntan!ike mender and in compliaw with all itmnance requimmats, awlicable permits,
suMotizations, buildhe regulationc zoning lam and all ot% governmental, rules, rem,
ordinances, statutes, and laws now or hemafter in effect pertainin thenso.
5.3 WERIft. Each party shaU indemnify and hold harmless flee odier party (and
their off, dinacWs, parMM, Madbvrs. agents represemmves and employees) fim and
agairset any clam;, Im, dmmage, liability or vqwsG including Bbl atorneya' fen
arising out of such party *s eacec dw of its rights underf this Agreement or such party's f fture to
c3aarpiy with its oblipdow hereunder a inept to the mew attributable to the neghgeow cw
willlW r4jeconduct of the indean i ,d pony,
SA FjtmwJ + edWk*k Tim Fmwa4vt Holders, upon the wanton mqwa of Ow rer
(which may not be Made: nvorc freely Haan throe (3) times daring any calendar y arl shall
issue to a prospective mortgagee or successor of Grower, within fifteen (15) business days of
receipt of any such request, an estoppel certificaae stating;
(a) Whether the prtyy to whom the request has been dhwted knows of any
default by Owner under this Agree t, and if them are known dim, ictentifyWS tlwe nature
thereof;
(b) Whether this Agtoernent has been duly assigned, modified or amended in
any way (erad if it has, theft stating the noon themfx snd
(c) to tare East Holders' lama wW*, this Amt, as of the daft
of the e9OPP61 cfrdifrcato, is in feed fog and etlbct
Stash swment shtrll act as a waiver of any clam by the Ewment Holders ftimisldmg it to dw
extent. such claim is based upon facts caoatb y to those am d in the sit and to the extau
The chum is asserted against a bass fide paw for value, lender or maortgagee without
knowle4p of fkta to the contrary of those contained in the ant, wA vkft has oc*d is
e retianct upon dw atsftnea In this ant the Easement Holder being requested to
gig an estoppel certificate puuant to the provisions of this Section 5.4 fail to give such
venue within the abome specified timO period, it sW be doemed. ft4 as of the date of the
equest (i) ft E mnient Holdw kam -of no da ft by Oww mar this Agreen , (ii) this
AgreenwM has not, to the Easement Holder's: knowledir, been assigned or modified or amended
in any way, emocp as may be of record; and (iii) this Agreement is, to the pmt Holdees
krtow►lee, in full fWe and effect.
5.5 Any notice or othar communication given in motion with this
Agreement shall be in farting mid addessed to the parfim at the addresses irked below. and
shall be decreed given (i) LVon personal l del ary, (u) the eruct day f'ollo'wing deNmy by
OV"Right VOuriar, (iii) upon mom* of delivery coition following delivery by ftcsimaile, and
(iv) the fifth (5th) day Following delivery by US. Postal Savk* regukw moat.
srisM rvw'is
meta,*
If to Owner. Bay City the , LLC
4592 Orim Stred
Huntington, Beams. CA 92649
Attn: (may Atkinson
L -7
7
Bay City Par1ners� LLC
iik WesUninster Avenue, Sulte 203
Sal Bach, CA 97
Adn:1W Guntner
.Bay City Part, LLC
122.3 Catalina Avenue
Seal Beack CA 90740
Attu. Bob Chiffitb
Bay City Partners. LLC
P.O. Boat 179
Seal Beack CA 90740
Atta; Btu Kyle
Bay City Partners, LLC
Opal
Balboa Islmd, CA 92662
Attn: Jams Parkhurst
With a copy to: Rewlu & ONQ LLP
19900 MwArthur Blvd., Suite 1050
Irvine, CA 92612
Attn: Jay F. Palcla Off
tf to Atkinsarn. LLC: ,Atkinson, LLC
4592 06M Sbeft
HwtingWn Bowho CA 92694
Attn. Cindy Atkinson
If to Gemmr LLC. Tenth Street BMIdin& LLC
2999 Washninster Avenue, Staff 203
Seal Bich, CA 90740
Atta. Rey
If to Griffith LLC. Main A PCH, LLC
1 225 Cotta Avee
Seal Be" CA 91740
Attn. Bob Crifiilh
If to Kyle LLC. Kyle, LLC
P.Q. BOX 179
Seal Beach, CA 90740
Attn. Arian Kyle
2n3M 10471 g
rar3i+t,�s
L -8
If to Parkhurst GLC. Park -e„ LLC
107 Opal Ave.
Newport Heack CA W"2
Attu. Jim Pmt
Each pasty shall have the d8ht to duva owther address for notice herd, provided OW such
direction is duly served vpon the other Mies at the lest address referred to in this Agrreeamt,
5.6 Rjatfre Arafat:.Ia Utd Ycagr This Agreement cwaytains tires entire
agreernent between the parties Wa refit to the erect ma1W hereof. No modification or
amezdmmt herato shall be of any forte or eft unless it shall be in wrung ad signed by the
pate hereto, (o►r, as applicable, their successors or assigns),
5.7 WjftgjUkM ggpog3 oft Nook* atrtd Ac niaam Tlae provisions of this
Agreement " be bb6nS upon mid inure to the benefit of the parties herato and dwir
mspective successors- in- inicoM and assigns.
5.8 Earl* Awura;M , The parties asree to a=uto, witlr n tort (10) dqs of
presenwion. any and all llurther documents viecessary to accomplish the intent of this
Agreernent.
5.9 h1goandes, The Recitals and ExInbits attached hereto and refereed to hereon
are incotpamted in ft Agreement as dicuo My set fwtb in the body hered. .
5.10 Wknize Feaa, In the event either pasty shall institute, any action or piroceeft
t the other relating to the provisions of thb Agreentent., the am-prcvaiH party in such
aodon or pmonding shall reimburse the prevailing party for the nmsonable expenses of
attorn ' fees mud costs wtuWly incurs .
5.11 . The SecO n hesdinp at captions used herein are for convenience only
and acre not a part of this Aunt and do not in my way limit, del'ane or amplify the scope or
nwt of the t= and provisions harwE
5. 12 e,,_,_,W h►. If any tcrrn, pmvistem or condition emmined in this Agmc t
*sell, to my extend, be invalid or u enfbr le; the remainder of this Agmment shall be valid
and enforceable to the West extent pa=dtted by law.
5.13 GwerWuff L► This Agreement sal be construed is aoom*vwe with the laws
of'the State of Calubmia.
5.14 QM This A,gmetnent array be wed in one or more caontcgx ts, all
of vwaa b togethu shell constitute a a went aW each of vAdcb shaill be an original for
all purposes.
Vt3W 10147.2 9
L -9
IN WUNESS WHEREOF. the poues Q bave aw *ed Ws Agreerment os of
first abow wThsem
F-1,4111, 17
rAw
_ CS—
V13" 1014,113
HAD OW10 1106 L -10
say Ctyy Putnem a California lin%kW i a lAlky
commw —1--02
! . I pi
t, ik
AMMM� .dt
By:
Member
7*7��
Mait & PCH. LLC, a California limited UNity
.+ 0:q'
M� M
10
2117A9 10117.2
H&O', 043314 vb
Xyle LLC: Kyle, LLC. a Calilbmia limited liffl9ty COMM"
By. zp' X�-d/
Yle, S31
Parkhurst I LC:
L -11
!2
61
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
�?t► }�:�, '1 ��, 2, be6o , Jaogat� A, �keth�t„ � l��O#acy �ubtic, pctally
who ptove� � roue +� basis of �tati�ry etrittence bye tttc' pt rstm
t is sa bmribW to v�ti arckttcrruKlcdged tot exec ed the
seam in his auftrizod cry, and that by his sigturture on the instr meat the perz=4 or the
entity upon behalf of which the pmm WK owcuted the rent
I certify under PENALTY OF PERJURY ttndeT the [move of the SUft of California, dw the
foregoing paspaph is true and cooxi.
W17NM nv band and of vial seal.
r ,2
C , : 11.
r �
STATE OF CALIFORNIA
COUNTY OF ORANGE
Cott April l+t, 2 befCrre tt�, ,iacq�ralya A. il�tlt, a Notate Public, Reraona�Y
#�'a�. �.�'t`,�. , pmo to me sa3 the ba�a3s of sadsfiactm�ry �videt� t+a be th+c persaEn
w,e t�stte i� sabst�ibsal � the within lnstr�r►aat�t, and acluxrwledged to �e that ho �et1 the
stone in his authaflzed capacity, acrd that by his signamm on the insuwnent the per, or the
entity upon behalf of wtioIt tlta pmm acts, sta mAed the insft ent.
I cartify under PENALTY OF PERJURY under the laws of the State of Mfor tia that the
foregoing pmMph is true and correct.
WITNESS my hand and affil Ott.
J'Afflf
L -12
STATE OF CALWORNiA )
COUNTY Of ORAL OB
Apra 14 2€ , before m Imcquclyn A. Heckethmn, it Notory Public. pmwally appeared
who pmved to me on the basis of l;&c mry "ittencie to be the person
whose names subscribed to the withht bwMmwat, and acJuowkdSW to " that he + cH Aw the
in his a oriacd camcity. and t% by his signet= an the inmt=� the parson. (w the
cn* Won behalf of whicli the pwsm ate, amuted the WdWmwst.
I cer* der PENALTY OF PEMRY under the km of flee State of Califcm m that the
fwe&:ag psnWWh is true mW ct+rrvd.
WITNFSS my hand awl +ate wal.
/VWP&ic
STATE OF CALIFORNIA
COUNTT OF ORANGE
n Apr' 14, 2009, bebre me, Jac+ Wyn A. Heciwetltorn, a Notary Public, pasonally appeamd
who proved to we on the basis of aatltrfctcq evidem w be tk i
wbm mm is mAwd etl to the wMa i mbumaw , and acknowledged to rte that he executed the
same in his mAborized capacity. and that by his signature on the instrument the per, or the
anity upon behalf of the person a+c t4 axecuwd the UnUummt.
I certify under PENALTY OF PERM tY under the lags of the Staft of CalHWnia d at the
(ding pmsr* is true and correct
WITNESS my hand and official mal.
L -13
.`...d 44a al
STATE OF CALIFORNIA
COUNTY O iY Ag s..
L -14
1 f
FARCGL i s
# f
WISCULLANK110 NAM IN TIM OF MM Of 1° COUNTY RECOkM 01F &UD COUNTY
EXCEPT' THAT POR77OW INCLUDED IN TIM FINAL ORM Of 0ONDEUXATION
' a # # C i MARCH BOOK 12113, PACE 201, OFFICLAL RBCORDS.
Ir a ray I # ar I W: r
117fal 0 IRA VA !. # PiRIWAIVA All
PAR CE!, 2.
14"1 I'll I ' # I'R ' 1Y,.e ! r
SEITEM =- 5. IM IN BOOK 1. PAGE 231 Of MEW% WORDS OF ORAME COUNN
DESCRIBED AS FOLLOWS:
BWmM AT STATWN OF TME BOUNDARY SURVEY OF I RANCHO LOS
PAGn 4W. 461 AND 462 OFFATWU
#M`fi � f r N! s i :� •M: # Ii
F 4,16NoK, rt !iR 9 p # f 1►
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L -18
A-4
e -t
A S'T'RIP OF LAND 10M FEET" IN WIDTH OVER THAT PORTION OF BLOM B OF
SAY CITY, IN THE CITY OF SEAS. BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGE 10 OF MISCEUANEOUS
IIM IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUN'TY, THE
CENTERLINE OF WHICH IS DESCRIBED AS FOLLt]VfIB:
JF
�, C � .*. � Jed• * -
a
rl
i is - N tF "i� N ! • - r •
PARCEL ,+1: BEGINNING AT THE MER O VE ESCRO Ep POINT A; THENCE
NORTH �42Wm WEST 9.60 FEE � HE NORTH � V EAST 44.00
FEET;
THENCE IJlTH 6744M EAST 4&00 FEET; THE 13OM 3 QMAW 1I4SST
44�.e.�� €y1) p FEET; TKE E NORTH 6r4ZW EAST 0.50 FEET TO THE POINT OF
ALL AS MORE PARTNWLAALY SHOWN ON EXFi Orr B ATTACHED HERETO AND
MADE A PART HEREM
DATED MS 137" DAY OF MAY. 2004.
r
a. ,:•
'1 N X' -i'e �N 'r
2011" HYMT�3
HA0 X13319 V6
L -19
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Dq)kWon of Eamemoa Area
WIN 101472
HIO. 06319 V6
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Revenue AU*cWcm r went Holden
Addnson LLC 12,5%
Cleauw, LLC
iidl LLC
Kyle LLC
ParkhUrst LLC
25'3
211V" 101472
H&O Mii31R v6 sche"It 1
L -21
Exhibit M
ASSIGNMNT OF MENSE AGREEMENT
This Assignment of License Amt (this "Awdgnrmene) is entered into as of
Febrawyr 17, 2009 (the "Efteedvo Dote) by and between Say City Partners, LLC, a CaiiAwnia
limited liability company C Asa ror'), on the one hand, and Atkinson LLC, a California limited
liability company ("AtkInsen LLC"), Tentb Stet Building, LLC, a California limited liability
company (*Geatr r LLC"), Main & PCH, LLC a► California limited liability company,
(" rGrlfilith LLC 'j, Kyle LLC, a Califonxia limited liability company ("Kyle LLCM, and Park -t,
LLC, a California limited liaWity company CPaarkhurartt LLC') (collectively "AssipsW), an
the other hand
1. Assignor hereby asAps and
transfts to .Assignee all of Assignor's right, tithe and interest[ in and to that certain Lime
Aunt (the. "Llame Avreenmtl dated as of February p, 2006 by and between Assignor,
as howsor, and Plains Exploration & Production Cry, a Delaware corporation, as assigned
to Dos Cuadras 00dwre Resources. LLC, a Texas limited liability company, as licensee,
pursuant to tIW certain Letter Agream t dated Maw 1, 2006 (the " License -)) as assigned to
DCOR, LLC a Texas limited liability company (DOOR') covering the property therein
described (the "TAceme Area").
Assignee hrre-by aompts the fsmcgoing assignment, asks and agrees to p = all of
the covenants, conditions, agreements and obligat cos of Assignor under the Lime that arise or
acme on or after the Effective Date,
2. A 'g as Haldmr. The pates understand and agree (and, by
exe ion below, Licensee understands and agrees) that Assignor has previously grad or
convorcnily herewith is gm zing to Assiguft awn-exclusive easement of The w ire Ucanse
Area pursuant to that certain Eascmitat Amt of even date hmewith by and between
AWVw + and Assignee (the "leas m t Agr+e+tmaessVj and that bad on the went
Agreement, Assignee shall be deemed to be the " lwirase under the License Agreement for all
purposes, notwitbstanding that Assignee does not own fee title to the Ucaense Area:.
3, lnl fi, o Asslgnar shall, fiow and after the Effective Lyme, mdemwl36
defend, and hold Assignor harmless from any liabilities, losses, costs, demands, damages,
claims, sifts, judVro is or expenses (including. without limit. atl cacys' fees and cis)
incurte+d by Assignee arising out of to connected with tb+e Lime tdtat wow € r aouved prior to
the Effective byte.
Assign shall, from and aim the Effective Date, indmmity, defend, and hold Assignee
harmless fim any liabilities, losses, costs, dcrnands, dam, claims, shits, judg>menta or
expenses (including, without lWaitation, attomays' fees and costs) incurred by Assipm arising
out of or connected with titre License that arise, or &cram on or after the Effective Date.
4, RspMjg94Zs ad Y _ ` . Assignor and Assign each rat and
war mat to each other that it is qualified and has fi><ll power and authority to execute this
Assigar mcat and that the person signing this Assignment on its behalf is authorized to do so.
Assignor fiuther represents and amts to Assignee that () the Lieense is in full force and
effect, (ii) Assignor has the right to assign its frights under the License to Assignee, (iii) Assignor
3!!l4,d19 14147.2
r'.'7VS M -1
has not previously assigned its rights under the Lkense Agre ent to any other Ply, quid (v)
Assignee shall be entitled to nerve any and all revenues received from the Licensee undue the
Irkensc Agreement.
S, Binding ,Aarreernent, This Assignment I be binding q*n and itmm to the
benefit of the successors and assigns of the respective parties hereto..
6. Attomas' Fees. in the event of any controversy arising out of or in connection
with this Assignment, the prevailing party in any such action or proceeding shall be entitled to
receive from the other party all costs and mss, inctudmg actual attorneys' few
distnimancrits, and court costs tenably incurred by the prevailing party in ccnnnect on vAth
such action or proceeding.
7_ Goverxring Law This Ass pment smell be governed Fir, interpreted un&r and
oonstcued in acct of the laws of the State of California.
8.t? p. This Assigrurt+cnt may be cxccute+d in one or more counterparts,
each of which shall he darned an original, but all of winch shall collectively cams itute ow
agreement.
lei WI l*dES;S VaffiREOF, Assignor and Assignee Dave exocutted this Assignment as of
the Effective Daft writtcn above.
Assignor: Bay City Partacrs, a California limited liability
WMy �..-
n
Parkhurst, Member
!Cr' nn y Atkin &A at Trustee
,Atkinson F Trust.
2
M -2
Aldnson +k m i, 4 Cafiftwnia. rd .;,
r, 11 i;
1 e. ,
Y, VA M Nf&siber
LLC: Teath Suvet Bu ldim Lam, a Ca fora limited
liility y
By
Griffith !LC: Main r& PCK UZ, a CAM 11Mited li rility
OOMPSny
Ky.
Pafldmrst LL.C..
gar "fit.
01 1,01,110 wjjjjkjj�4 f
M1a
Vi3W 10147.2 3
M -3
L1COR hereby wb owledges and consents s to the foregoing Assist of dense AVwwwt
by and between Assignor and Assignee. I)COR ac wwled$ps that as a result of this
Ass pme nt, the Licenser Agreerna# is now between DOOR and the Assignee (i e., the casement
holders of the Uome Ana), DCOR furtber Wwowledges and lea that as a result ofthis
Assipment, as of the Effective mate Assignor is hereby released fmm any and all obligations
Under d e g n d twee is soMy obipa duminder WOR agrees, ftm
and air
2W9, until notified ot1mv se by a majority in interest of the
mement holders, to make sepal past of the smouM d the License Agreement
to arch of won LLC, Ckatner LLC, ! Wfft LLCM Kyle LLC and Parkbw* LLC erg
to the pewentage, interest hoed by each and at the addma for wb as set on S4wdWe I attachad
hem,
F
1�
n
v
i
0
sjo== of License Aueemen
Atkiroon LLC (12.5%)
4592 Orion.Strw
Huntington. Beach, CA 92649
Atto- Cindy Atkinson
Tenth Strect Building, LLC (2511A)
2999 WostninstcrAvenuc, Suite 203
Sea] Beach, CA 90740
Attn: R0*Y 0entner
Main & PC H, LLC C25"/o)
1225 CaWina.Avenuo
Sed Beach, CA 90740
Attn: Bob Griffith
Kyle., LLC (12,5%a)
P.0, BGx 179
Scal Beach, CA 90740
Attu: Brian Kyle
Park -e, LLC (25V)
107 Opal Ave.
Newport Mach, CA 92662
Attn, Jim Parkhurst
0
IMIR