HomeMy WebLinkAboutResolution No. 12-7339 RESOLUTION NO. 12 -7339
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING A
LICENSE AGREEMENT ( "LICENSE AGREEMENT ") WITH PCCP /IRG DOWNEY,
LLC, A DELAWARE LIMITED LIABILITY COMPANY AND IRG DOWNEY, LLC, A
CALIFORNIA LIMITED LIABILITY COMPANY (COLLECTIVELY "LICENSOR ")
RELATING TO THE STORAGE OF A SPACE SHUTTLE MOCK -UP ON PROPERTY
OWNED AND /OR CONTROLLED BY LICENSOR
WHEREAS, the City holds certain contractual rights with regard to the disassembly,
storage, and relocation of a space shuttle mock that is currently stored on a portion of the 77
acre site at 12214 Lakewood Boulevard pursuant to that certain Space Shuttle Mock -Up
Relocation Agreement between the City of Downey and Industrial Realty Group, LLC, a
California Limited Liability Company ( "IRG "), dated July 8, 2003 ( "Mock -Up Agreement "); and,
WHEREAS, Licensor is a successor -in interest to IRG's rights under the Mock -Up
Agreement; and,
WHEREAS, the City has entered into and /or authorized entering into amendments to the
Mock -Up Agreements that require relocation of the Space Shuttle Mock -Up by August 1, 2012;
and,
WHEREAS, the City and Licensor have agreed to allow City, upon certain terms and
conditions specified in the License Agreement, to temporarily relocate the Space Shuttle Mock -
Up, until February 28, 2014 and for a total fee of one dollar, to a one hundred twenty feet (120')
by one hundred fifty three feet (153') area located on Licensor's property; and,
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council finds and determines that the activities contemplated in
the License Agreement have no likelihood of causing any environmental impact and are, in any
event, subsumed within the activities studied in the certified Final Environmental Impact Report
for the development of the Tierra Luna Marketplace at 12214 Lakewood Blvd. pursuant to the
Amended Downey Landing Specific Plan.
SECTION 2. The City Council DOES HEREBY APPROVE the License Agreement,
substantially in the form attached as Attachment 1.
SECTION 3. The City Manager and his authorized designees are hereby authorized to
execute the License Agreement.
SECTION 4. If any one of more sections or parts of this Resolution shall be adjudged
unenforceable or invalid, such judgment shall not effect, impair or invalidate the remaining
provisions of this Resolution, it being the intention that the various provisions hereof are
severable.
RESOLUTION NO. 12 -7339
PAGE 2
SECTION 5. The City Clerk shall certify to the adoption of this Resolution.
APPROVED AND ADOPTED this 12 day of June, 2012.
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ROGV C. BROSSMER, Mayor
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M. JIME EZ, C
City Clerk
HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of the
City of Downey at a regular meeting thereof held on the 12 day of June 2012, by the following
vote, to wit:
AYES: Council Members: Guerra, Marquez, Vasquez, Gafin, Mayor Brossmer
NOES: Council Members: None
ABSTAIN: Council Members: None -----
ABSENT: Council Members: None .,, .
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A IA M. JIMEN Z, CMC
City Clerk
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ( "License" or "Agreement ") is made this 13 day of
June, 2012, by and between PCCP /IRG DOWNEY, LLC, a Delaware limited liability company,
and IRG DOWNEY, LLC, a California limited liability company (collectively, "Licensor "), and
The City of Downey, a municipal corporation ( "Licensee ").
In consideration of the mutual promises and obligations contained in this Agreement, the
parties agree as follows:
1. Grant of License. Licensor grants to Licensee a non - transferable, revocable
License for the sole purpose of storing a space shuttle mock -up (the "Shuttle ") under a tent
( "Tent ") enclosed by a fence (the "Fence "), on a parcel of ground space measuring
approximately one hundred twenty feet (120') by one hundred fifty -three feet (153') (the
"Assigned Location "), and for no other activity or purpose whatsoever. The Assigned Location
is depicted on Exhibit "A" attached hereto, and is located within the real property (the "Project ")
legally described on Exhibit "B" attached hereto and made a part of this Agreement. The
Shuttle, Tent, and Fence shall be supplied and installed by Licensee, at Licensee's sole cost and
expense. Additionally, the design and type of Fence and Tent to be supplied and installed by
Licensee at the Assigned Location is subject to Licensor's review and approval, which approval
shall not be unreasonably withheld, conditioned, or delayed.
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2. Term; Commencement Date. Licensee shall be permitted to store the Shuttle
within the Tent in the Assigned Location starting on June 1, 2012 (the "Commencement Date ")
and ending no later than February 28, 2014 (the "Expiration Date "), unless this License is
revoked earlier by Licensor as a result of a default hereunder by Licensee. Licensee
acknowledges and consents to the fact that Licensor will be performing demolition and
construction activities from time -to -time, throughout the term of this Agreement, in or about the
Project, which may result in dust, debris, odors, and/or noise occurring in or about the Project
and /or Assigned Location. Such demolition and construction activities shall not be deemed to
interfere in any way with Licensee's use of the Assigned Location pursuant to this Agreement.
3. Option Term. Provided Licensee is not in default of any provision of this
Agreement at the time of Licensee's request to extend this Agreement or at any subsequent time
before the commencement of the "Option Term" (as hereinafter defined), Licensee will have the
option, subject to Licensor's approval, which approval may be granted or withheld in Licensor's
sole and absolute discretion, to request an extension of this Agreement for one (1) additional six
(6) month period (the "Option Term "), only by giving Landlord written notice of the request at
least three (3) months and not more than six (6) months prior to the Expiration Date.
4. Consideration. Licensee shall pay Licensor for this License, without notice,
demand deduction or offset, a total fee of One Dollar ($1.00). This fee and all other charges
required to be paid by Licensee under this Agreement are collectively referred to herein as
"Fees."
5. Late Fees. If Licensee shall fail to make any payment of any charge required
under this Agreement to Licensor when due, Licensee shall pay Licensor a late charge of Fifty
62074 \4169292v2 - 1 - 6/8/2012
•
`-` Dollars ($50.00) per day, in addition to and not in lieu of Licensor's other remedies, for as long
as the failure continues. In addition, any and all such payments shall accrue interest at the rate
equal to the lesser of (i) the prime rate then being quoted by Wells Fargo Bank, plus two percent
(2 %), and (ii) the highest rate permitted by law (the "Interest Rate "), from the date such payment
was due until actually paid.
6. Use.
(a) Permits and Laws. Licensee shall, at its sole cost, obtain any licenses,
authorizations or permits which may be required by any governmental agency or authority for
the activity permitted under this Agreement, and Licensee shall comply with all laws,
ordinances, orders and regulations relating to its storage of the Shuttle at the Assigned Location.
Licensee shall not conduct any unlawful activities from the Assigned Location or from any part
of the Project. The consumption or sale of alcoholic beverages in, at or from the Assigned
Location shall not be permitted.
(b) Supervision of Employees. Licensee shall at all times provide sufficient
supervision and maintain adequate control of its employees, agents, guests and customers.
7. Rules and Regulations. Licensee shall observe all reasonable rules and
regulations which Licensor may promulgate from time to time including but not limited to:
(a) Licensee shall store the Shuttle in a careful, safe and proper manner and
shall keep the Fence, Tent, and Assigned Location and the area around the Assigned Location in
a clean and safe condition in accordance with this Agreement, local ordinances and the directions
of supervising personnel of the Project and public safety officers.
(b) All signage located in, upon and about the Assigned Location must be
approved by Licensor prior to installation or placement. All signs, placards, pennants and other
advertising matter shall be prepared in a professional manner. To the extent otherwise allowed
or permitted by applicable laws and regulations, Licensor has the right to install "Coming Soon"
advertisements and/or signs on the exterior of the Fence and/or Tent. Prior to installing such
advertisements and/or signs on the exterior of the Fence and/or Tent, Licensor shall first obtain
Licensee's approval of such advertisements and/or signs, which approval shall not be
unreasonably withheld, conditioned or delayed.
(c) Licensee shall not display merchandise on or outside the boundaries of the
Assigned Location. The areas around and immediately adjoining the Assigned Location shall be
kept clear at all times by Licensee at its expense, and Licensee shall not place or permit any
obstructions, garbage, refuse, merchandise or displays in such areas.
(d) All loading, unloading and stocking of materials shall be done only at such
times, in the areas and through the entrances designated for that purpose by Licensor.
(e) Alt garbage and refuse shall be kept in the kind of container specified by
.--- Licensor, and shall be placed and prepared for collection in the manner and at the times and
places specified by Licensor.
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w` (f) No loudspeakers, radios, lights, or other extraordinary devices shall be
used unless specifically approved by Licensor, which approval may be withdrawn in the sole and
absolute discretion of Licensor upon personal delivery of written notice to Licensee or
Licensee's employees or agents at the Assigned Location.
(g) Licensee shall not carry on any trade or occupation or operate any
instrument or equipment which emits any unreasonable odor or causes any unreasonable noise
discernible to other occupants of the Project.
(h) Licensee shall not harm the Project or any part thereof, commit waste,
create nuisance, make any use of the Project which is offensive in Licensor's sole opinion, nor
do any act which would, in Licensor's sole opinion, tend to injure the reputation of the Project.
(1) Licensee shall not distribute any handbills or other advertising matter in
the Project or on automobiles parked in the parking areas of the Project.
8. "As -Is" Condition of Assigned Location; Furnishing and Maintenance of Fence,
Tent and Assigned Location. Licensee accepts the condition of the Assigned Location in its
current "as -is" condition, subject to all applicable laws, rules, regulations and restrictions, and
with no representation or warranty by Licensor regarding the condition of the Assigned Location
or its suitability for storage of the Shuttle. Licensee shall, at its sole cost and expense, furnish
the Fence and Tent for the storage of the Shuttle at the Assigned Location. The design, structure
and appearance of the Fence and Tent, and all signage to be placed thereon, shall be subject to
prior written approval of Licensor. The Fence, Tent and Assigned Location shall be self -
sufficient with respect to the utilization, if at all, of gas, electricity, water, sewer, telephone or
other utilities, and Licensor shall not be obligated to provide any such utilities to the extent they
are not otherwise available at the Assigned Location on the date of this Agreement. Licensee
shall not make any connections to utilities except through existing utility facilities at the
Assigned Location. Licensee shall, at its sole expense, pay for all utilities (as reasonably billed
by Licensor) utilized at the Assigned Location. All costs and expenses (including permits or
licenses) attributable to any construction by Licensee at the Assigned Location shall be borne
solely by Licensee. Licensee shall not commence any construction in the Project without first
obtaining Licensor's express written approval. Any work performed by or on behalf of Licensee
at the Project shall be in accordance with all applicable laws or other governmental requirements.
Any and all work relating to the set -up or clean -up of the Tent and Fence, and/or storage of the
Shuttle, shall be performed at such reasonable times designated by Licensor and in accordance
with reasonable rules and regulations established by Licensor.
Licensee shall maintain, at its sole cost and expense, the Fence, Tent and Assigned
Location in first -class condition and make all necessary replacements and repairs to the Fence,
Tent and Assigned Location. In addition to all other remedies of Licensor, if Licensee does not
complete its obligations to repair and maintain the Fence, Tent and Assigned Location, or
Licensor, in the exercise of its sole discretion (which shall be exercised in a commercially
reasonable manner), determines that repair or replacement of any portion of the Fence, Tent or
Assigned Location or the Project is necessary by reason of any act, omission or negligence of
Licensee, its agents, employees, guests or customers, then in any such event, after providing
Licensee with at least twenty -one (21) days notice and opportunity to cure such alleged failure to
62074 \4169292v2 - 3 - 6/8/2012
comply with such obligations, Licensor may reasonably make, but shall not be obligated to
make, such repairs without liability to Licensee for any loss or damage that may accrue to
Licensee. Upon completion of any such repair, Licensee shall pay upon demand, as an
additional Fee, Licensor's reasonably incurred costs for making the repairs together with
Licensor's reasonable administrative costs related thereto, which total amount (repair costs plus
administrative costs) shall equal 1.5 times the total cost of the repair. Licensor shall have no
responsibility for any maintenance, repairs or replacements in and to the Shuttle, Fence, Tent,
and/or the Assigned Location.
9. Alterations. Licensee shall not make alterations or additions to the Fence, Tent,
nor permit the making of holes in the Assigned Location or Project, without the prior written
consent of Licensor.
10. Insurance. Licensee agrees that, at all times during the term of this Agreement,
Licensee shall carry and maintain, at Licensee's sole cost and expense, (i) comprehensive
general liability insurance, including insurance against assumed contractual liability, with respect
to the Fence, Tent and the Assigned Location and Licensee's and its agents', employees' and
contractors' use, occupancy, and activities thereat or anywhere within the Project, with single
limit liability per occurrence of not less than $1,000,000.00; (ii) worker's compensation
insurance as required by law, together with employer's liability insurance in an amount not less
than $500,000.00 per occurrence; and (iii) fire and extended coverage insurance upon the Fence,
Tent, and all merchandise and other personal property of Licensee at the Project, which
insurance shall be in an amount not less than the full replacement cost of such property. Each
such policy of insurance shall be with insurance carriers reasonably acceptable to Licensor and
shall name Licensor, and such other parties as Licensor may designate as additional insureds,
shall be primary and non - contributory and not excess with regard to any other insurance carried
by Licensor and shall not be cancelable or subject to modification without at least twenty (20)
days' prior written notice to all additional insureds. A copy of such policy or policies or a
certificate(s) thereof shall be deposited with Licensor by Licensee before the commencement of
the term of this Agreement and at least twenty (20) days prior to expiration of each such policy.
Since the City of Downey is self insured, a copy of a self insured certificate maintaining the
above minimum insurance requirements shall be acceptable to the Licensor.
11. Indemnity. Licensee shall indemnify and hold Licensor, its managers, directors,
shareholders, partners, advisors, employees, agents, attorneys, contractors, parents, subsidiaries
and affiliates harmless from and against any and all costs, losses, liabilities, claims, actions,
liens, demands and other expenses, damage or injury to property or persons resulting or
occurring by reason of or in any way connected with, the storage of the Shuttle at the Project, or
otherwise arising from this License or the use by or activities of Licensee or any of its agents,
employees or contractors under this License, including all costs, expenses and attorney's fees.
Licensee shall also indemnify Licensor for all legal or litigation costs, expenses and attorney's
fees incurred by Licensor to enforce this indemnity.
12. Waiver of Claims. Licensee expressly assumes all risk of damage to property or
injury to or death of persons in, upon or about the Fence, Tent or Assigned Location from any
cause whatsoever (including, without limitation, accident, fire, explosion, casualty (of any type),
steam, gas, electricity, water, rain or dampness, or from breakage, leakage or other defects of
62074 \4169292v2 - 4 - 6/8/2012
pipes, sprinklers, plumbing works, light fixtures), and regardless of whether such damage or
injury is covered by insurance or whether such damage or injury or the means of repairing same
is inaccessible to Licensee, and Licensee hereby waives any and all claims with respect thereof
against Licensor and Licensor's agents, employees and contractors. Licensee shall bear the
entire risk of theft, malicious mischief, or other criminal activities which adversely affect
Licensee's use and /or operations at the Assigned Location, including, without limitation, such
risks associated with the storage of the Shuttle within the Fence and Tent at the Project. Licensor
shall not be liable for any acts or omissions of any other occupant of the Project or any other
third parties.
13. Licensor Exculpation. Licensee acknowledges and agrees that all persons dealing
with Licensor must look solely to the interest of Licensor in the Project for the enforcement of
any claims against or liability of Licensor. No present or future officer, director, employee,
trustee, member, investment manager or agent of Licensor . shall have any personal liability,
directly or indirectly, and recourse shall not be had against any such officer, director, employee,
trustee, member, investment manager or agent under or in connection with this Agreement.
Licensee hereby waives and releases any and all such personal liability and recourse. The
limitations of liability provided in this paragraph are in addition to and not in limitation of, any
limitation on liability applicable to Licensor provided by law or in any other contract, agreement
or instrument.
14. Assignment. Licensee shall not sell, assign, mortgage, pledge, sublicense, grant
concessions or transfer this License or any interest therein, without Licensor's prior written
approval, which may be withheld in Licensor's sole and absolute discretion.
15. Default. If (1) if Licensee shall fail, within ten (10) days after written notice from
Licensor, to commence to perform or comply with any other term, condition or covenant on the
part of Licensee to be observed herein, or (ii) if Licensee ceases or fails to store the Shuttle in the
Assigned Location either temporarily or permanently, then, in any such event, Licensee shall be
in breach hereunder and Licensor, at its option, any time thereafter, may terminate this
Agreement by notice to Licensee and, upon service of said notice, this Agreement and the term
hereunder shall be terminated and Licensee shall within thirty (30) days vacate the Assigned
Location and Project in accordance with the provisions of this Agreement. If Licensee shall fail
to vacate at the expiration of the term hereof, whether after Licensee's breach or otherwise,
Licensor may remove Licensee and all persons, fixtures and property at the Assigned Location
and Licensor shall not be liable for any damages resulting therefrom. Upon a breach by Licensee
hereunder Licensor shall also have all other rights available to it at law or equity. If Licensor
shall terminate this Agreement after breach by Licensee, without limitation to any other right or
remedy of Licensor, Licensee shall be liable to Licensor, as liquidated damages and not as a
penalty, for a sum of money equal to the value of all Fees due hereunder for the remainder of the
Term. Licensee shall pay all costs, expenses and reasonable attorneys' fees that may be incurred
or paid by Licensor and its agents in successfully enforcing the covenants and agreements
contained in this License. If Licensee shall fail to comply with and perform any of Licensee's
obligations herein contained, Licensor shall have the right, but not the obligation, to perform any
such obligations, and Licensee shall pay to Licensor on demand, as additional Fees due
hereunder, a sum equal to the amount expended by Licensor in the performance of such
obligations.
62074 \4169292v2 - 5 - 6/8/2012
16. Surrender. Licensee shall at the termination or revocation of this License remove
the Fence, Tent, and Licensee's personal property, repair damage caused by such removal, and
peaceably yield up the Assigned Location clean and in good order, repair and condition. In the
event Licensee does not meet its obligations under this Section 16, Licensor shall have the right,
but not the obligation, upon thirty (30) days notice to Licensee to remove the Fence, Tent, and
Licensee's personal property (including the Shuttle) at its sole cost and expense; provided,
however, Licensor shall be obligated to store the Shuttle at a location of its choosing; provided
further, however, the costs incurred by Licensor to remove the Fence, Tent, and Licensee's
personal property (including the Shuttle), and the costs to store the Shuttle, may be offset against
ground rent owed by Licensor (or an affiliate of Licensor) to Licensee under that certain Ground
Lease between Licensor (or an affiliate of Licensor) and Licensee for property adjacent to the
Project.
17. Hazardous Materials. Licensee shall not cause any hazardous material (meaning
any toxic, dangerous or hazardous substance which is regulated by federal, state or local laws,
regulations or requirements) to be brought upon, stored, kept, used or discharged on or about any
part of the Project.
18. Entry by Licensor. Licensor may enter and/or inspect the Assigned Location at
any time.
19. Mechanics' Liens. Licensee agrees not to suffer any mechanic's lien to be filed
against the Project by reason of any work, labor, services, or materials performed at or furnished
to the Assigned Location, to Licensee, or to anyone claiming rights through or under Licensee.
If a mechanics' lien shall be so filed, Licensor may remove it at Licensee's expense, which
expense shall be reimbursed to Licensor immediately upon written demand. Nothing in this
Agreement shall be construed as a consent on the part of Licensor or subject Licensor's estate in
the Project to any lien of liability under the lien laws of the state in which the Project is located.
20. Condemnation. If all or any part of the Project shall be appropriated or taken
under the power of eminent domain by any public or quasi- public authority, Licensor shall be
entitled to the entire award or compensation granted as a result thereof.
21. Miscel laneous.
(a) Entire Agreement. This License and the "Shuttle Relocation Agreement"
(as hereinafter defined) contains all the covenants, promises, agreements, conditions and
understandings between Licensor and Licensee with respect to the subject matter hereof and
there are no other agreements or binding representations, either oral or written, between Licensor
and Licensee with respect to the subject matter hereof other than those set forth in this
Agreement and the Shuttle Relocation Agreement. The "Shuttle Relocation Agreement" shall
mean and refer to that certain Space Shuttle Mock -Up Relocation Agreement dated on or about
July 8, 2003, by and between Licensee and Industrial Realty Group, LLC (as predecessor -in-
interest to Licensor), as amended by (i) that certain Amendment to Space Shuttle Mock -Up
Relocation Agreement dated as of March 15, 2012, by and between Licensee and Licensor, and
(ii) that certain Second Amendment to Space Shuttle Mock -Up Relocation Agreement dated as
of May 31, 2012.
62074 \4169292v2 - 6 - 6/8/2012
(b) Attorneys' Fees. In any action or proceeding between Licensor and
Licensee, the prevailing party in such action shall recover all of its actual and reasonable costs
and expenses (whether or not the same would be recoverable pursuant to Code of Civil
Procedure Section 1033.5 or Civil Code Section 1717 in the absence of this Agreement),
including expert witness fees, attorney's fees, and costs of investigation and preparation prior to
the commencement of the action. However, such recovery shall not exceed the dollar amount of
the actual costs and expenses of the party from whom such recovery is sought for such same
action, and such prevailing party shall not recover any costs and expenses in excess of the non-
prevailing party's costs and expenses. The right to recover such costs and expenses shall accrue
upon the commencement of the action, regardless of whether the action is prosecuted to a final
judgment or decision.
(c) No Partnership/No Lease. It is understood and agreed that nothing
contained in this Agreement shall be considered as in any way constituting a partnership between
g P P
Licensor and Licensee. Licensee agrees that it does not and shall not claim at any time any
leasehold interest or other interest or estate of any kind or extent whatsoever in the Project or any
part of Project by virtue of the privileges granted under this Agreement or by Licensee's
activities under this Agreement.
(d) Governing Law. This License shall be governed by, construed, and
enforced in accordance with the laws of the State of California.
(e) Prior Rights. Licensee's rights under this License shall be at all times
subject to the rights of the Licensor in and to the Project and any and all prior agreements
affecting the Project.
(0 No Waiver. The failure of either Party to insist upon strict performance by
the other Party of any of the conditions, provisions, rules and regulations, and agreements in this
Agreement, or to exercise any option, shall not be deemed a waiver of any of the Party's rights or
remedies and shall not be deemed a waiver.
(g) Brokerage Fees. Licensee shall pay and hold Licensor harmless from any
cost, expense or liability (including costs of suit and reasonable attorneys' fees) for any
compensation, commission or charges claimed by any realtor, broker or agent with respect to this
Agreement and the negotiation thereof, other than from a broker with whom Licensor has signed
a written agreement relating to this Agreement.
(h) Notices. Notices and demands required or permitted to be given
hereunder shall be in writing and given by personal delivery or shall be sent by certified mail,
return receipt requested or by nationally recognized overnight delivery service, addressed, if to
Licensor, at: PCCP /IRG Downey, LLC, Attn: Robert Manarino, 15615 Alton Parkway, Suite
450, Irvine, CA 92618; With a Copy to: Gary Glick, Cox, Castle & Nicholson LLP, 2049
Century Park East, Suite 2800, Los Angeles, CA 90067, or such other address as Licensor may
designate by notice to Licensee from time to time, and, if to Licensee, at City of Downey, City
Hall, 1111 Brookshire, Downey, CA 90241, Attn: City Manager, or such other address as
Licensee may designate by notice to Licensor from time to time. Notices and demands shall be
deemed to have been given when mailed or delivered to an overnight delivery service, or if made
62074 \4169292v2 - 7 - 6/8/2012
by personal delivery, then upon such delivery.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date
first stated above.
LICENSOR:
PCCP/IRG DOWNEY, LLC,
a Delaware li s ' - d liability company
Name:
Its: Nicholas V. Colon,
Auttvuyy si enawy
Date:
IRG DOWNEY, LLC,
a Delaware limit d liability pang
By:
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Its: C M C nk3
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LICENSEE:
The City of Downey
a is unicipal corporation
By: ""3
Name: 14 • er C. Brossmer
Its: yor
Date:
62074 \4169292v2 - 8 - 6/8/2012
EXHIBIT A
Depiction of the Assigned Location
[To Be Attached]
62074\4168660v3 Exhibit A — Page 1 6/7/2012
EXHIBIT B
Legal Description of Project
[To Be Attached]
6207414168660v3 Exhibit B — Page 1 6/7/2012
Order Number: NCS- 480314 -1A2
Page Number: 11
LEGAL DESCRIPTION
Real property In the City of Downey, County of Los Angeles, State of California, described as
follows
PARCEL 1:
THOSE PORTIONS OF LOT 2 AND LOT 3 OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH
RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, TOGETHER WITH A PORTION OF THE
SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10, IN THE CITY OF DOWNEY, AS
RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST
QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF
STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89° 52' 14" WEST
646.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE BETWEEN
SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF
THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10,
SOUTH 00° 13' 16" WEST 1011.24 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH
89° 48' 11" WEST 1194.23 FEET TO A POINT IN A LINE THAT IS PARALLEL WITH AND DISTANT
SOUTHEASTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CENTER LINE OF
LAKEWOOD BOULEVARD, AS SHOWN ON COUNTY SURVEYORS B SERIES MAP NO. 1147, ON
FILE IN THE OFFICE OF THE COUNTY ENGINEER OF SAID COUNTY; THENCE SOUTH 31° 41' 38"
.._�_ WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF 1437.27 FEET TO A POINT IN A LINE
THAT IS PARALLEL WITH AND DISTANT EASTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES,
FROM THE CENTERLINE OF CLARK AVENUE, AS SHOWN ON SAID COUNTY SURVEYORS B
SERIES MAP NO. 1147; THENCE SOUTH 00° 03' 38" WEST, ALONG LAST SAID PARALLEL LINE, A
DISTANCE OF 485.49 FEET; THENCE NORTH 90° 00' 00" EAST 713.90 FEET; THENCE NORTH
00 13' 44" EAST 543.51 FEET; THENCE NORTH 89° 50' 41" EAST 432.97 FEET; THENCE NORTH
61° 25' 22" EAST 245.31 FEET; THENCE NORTH 90° 00' 00" EAST 581.33 FEET TO SAID LINE
BETWEEN THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL
SECTION 10; THENCE NORTH 00° 13' 16" EAST, ALONG SAID LINE, A DISTANCE OF 1050.50
FEET TO THE TRUE POINT OF BEGINNING, AS DISCLOSED BY THAT CERTIFICATE OF
COMPLIANCE RECORDED MARCH 18, 2004 AS INSTRUMENT NO. 04-645093.
EXCEPT THAT PORTION INCLUDED IN THE LAND DESCRIBED AS PARCEL 1, IN THE GRANT
DEED, RECORDED MARCH 3, 2005, AS INSTRUMENT NO. 05- 0484962.
EXCEPT THEREFROM ALL OIL AND GAS AS RESERVED IN THE QUITCLAIM DEED BY THE
UNITED STATES RECORDED NOVEMBER 21, 2003 AS INSTRUMENT NO. 03- 3518854.
PARCEL 2:
THAT PORTION OF LOT 3 IN THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10,
TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, TOGETHER WITH
A PORTION OF SAID SOUTHWEST QUARTER IN THE CITY OF DOWNEY, AS RECORDED IN BOOK
1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST
QUARTER OF SAID FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE
first American Tide Insurance Company
Order Number: NCS- 480314 -LA2
Page Number: 12
OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89° 52' 14" WEST
646.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE BETWEEN
SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF
THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10,
SOUTH 00° 13' 16" WEST 1011.24 FEET; THENCE SOUTH 89° 48' 11" WEST 1194.23 .FEET TO A
POINT IN A UNE THAT IS PARALLEL WITH AND DISTANT SOUTHEASTERLY 40.00 FEET,
MEASURED AT RIGHT ANGLES, FROM THE CENTERLINE OF LAKEWOOD BOULEVARD, AS
SHOWN ON COUNTY SURVEYORS B SERIES MAP NO. 1147, ON FILE IN THE OFFICE OF THE
COUNTY ENGINEER OF SAID COUNTY; THENCE SOUTH 31° 41' 38" WEST, ALONG SAID
PARALLEL UNE, A DISTANCE OF 1437.27 FEET TO A POINT IN A LINE THAT IS PARALLEL WITH
AND DISTANT EASTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CENTER LINE
OF CLARK AVENUE AS SHOWN ON SAID COUNTY SURVEYORS B SERIES MAP NO. 1147;
THENCE SOUTH 00° 03' 38" WEST, ALONG LAST SAID PARALLEL UNE, A DISTANCE OF 485.49
FEET; THENCE NORTH 90° 00' 00" EAST 713.90 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 00° 13' 44" EAST 543.51 FEET; THENCE NORTH 89° 50' 4V' EAST 432.97 FEET;
THENCE NORTH 61° 25' 22" EAST 245.31 FEET; THENCE NORTH 90° 00' 00" EAST 581.33 FEET
TO SAW UNE BETWEEN THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
FRACTIONAL SECTION 10; THENCE SOUTH 00° 13' 16" WEST, ALONG SAID UNE, A DISTANCE
OF 273,68 FEET TO THE BEGINNING OF A NON- TANGENT CURVE CONCAVE SOUTHWESTERLY
AND HAVING A RADIUS OF 418.00 FEET, A RADIAL LINE OF SAID CURVE THROUGH SAID
POINT BEARS NORTH 17° 39' 05" EAST; THENCE NORTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 17° 39' 05 ", A DISTANCE OF 128.78 FEET; THENCE NORTH
90° 00' 00" WEST 321.62 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 398.00 FEET; THENCE SOUTHWESTERLY ALONG
SAID CURVE THROUGH A CENTRAL ANGLE OF 78° 01' 06 ", A DISTANCE OF 541.95 FEET TO
j--- THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF
82.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
59° 12' 23 ", A DISTANCE OF 84.73 FEET TO THE BEGINNING OF A COMPOUND CURVE
CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 600.00 FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18° 48' 42 ", A
DISTANCE OF 197.00 FEET; THENCE NORTH 90° 00' 00" WEST 145.89 FEET TO THE TRUE
POINT OF BEGINNING, AS DISCLOSED BY THAT CERTIFICATE OF COMPLIANCE RECORDED
MARCH 18, 2004 AS INSTRUMENT NO. 04- 645094.
EXCEPT THEREFROM ALL OIL AND GAS AS RESERVED IN THE QUITCLAIM DEED BY THE
UNITED STATES RECORDED NOVEMBER 21, 2003 AS INSTRUMENT NO. 03- 3518854.
PARCEL 1 IS ALSO KNOWN AS "MOVIE STUDIO" AND PARCEL 2 IS ALSO KNOWN AS "BUILDING
6".
PARCEL 3:
A DRAINAGE EASEMENT CREATED BY "UNILATERAL DRAINAGE EASEMENT' EXECUTED BY
ROCKWELL INTERNATIONAL CORPORATION AND THE UNITED STATES OF AMERICA NATIONAL
AERONAUTICS AND SPACE ADMINISTRATION, AFFECTING THE AREA DELINEATED ON THE
EXHIBIT ATTACHED THERETO, AS RECORDED SEPTEMBER 30, 1996 AS INSTRUMENT NO. 96-
1600526 OF OFFICIAL RECORDS. FOR THE BENEFIT OF PARCELS 1 AND 2.
PARCEL 4:
A NON - EXCLUSIVE, APPURTENANT, PERPETUAL EASEMENT FOR THE ACCESS, INGRESS AND
EGRESS OF MOTOR VEHICLES AND PEDESTRIANS TO AND FROM SAID LAND AND MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
firstAmerlcan Title Insurance Company
Order Number: NCS- 480314 4A2
Page Number: 13
AREA 1 (EASTERLY):
THAT PORTION OF LOT 2 OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST,
IN THE RANCHO SANTA GERTRUDES, TOGETHER WTTH A PORTION OF THE SOUTHWEST
QUARTER OF SAID FRACTIONAL SECTION 10 IN THE CITY OF DOWNEY, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA AS RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST
QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF
STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89° 52' 14" WEST
646.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE BETWEEN
SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF
THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10,
SOUTH 00° 13' 16" WEST 1011.24 FEET, THENCE SOUTH 89° 48' 11" WEST 317.41 FEET TO
THE TRUE POINT OF BEGINNING, THENCE ALONG THE FOLLOWING SEVEN COURSES:
NORTH 00° 11' 49" WEST, 63.95 FEET; THENCE NORTH 39° 35' 04" WEST, 31.24 FEET; THENCE
SOUTH 82° 59' 53" WEST, 25.05 FEET; THENCE SOUTH 07° 00' 07" EAST, 41.88 FEET; THENCE
SOUTH 82° 59' 28" WEST, 10.00 FEET; THENCE SOUTH 07° 00' 32" EAST, 42.66 FEET; THENCE
NORTH 89° 48' 11" EAST, 44.60 FEET, TO THE TRUE POINT OF BEGINNING.
AREA 2 (WESTERLY):
THAT PORTION OF LOT 2 OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST,
IN THE RANCHO SANTA GERTRUDES, TOGETHER WITH A PORTION OF THE SOUTHWEST
QUARTER OF SAID FRACTIONAL SECTION 10 IN THE CITY OF DOWNEY, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA AS RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST
QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF
STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89° 52' 14" WEST
646.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE BETWEEN
SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF
THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10, •
SOUTH 00° 13' 16" WEST 1011.24 FEET, THENCE SOUTH 89° 48' 11" WEST 448.75 FEET;
THENCE SOUTH 80° 56' 18" WEST 64.23 FEET; THENCE SOUTH 89° 50' 58" WEST, 51.71 FEET;
THENCE SOUTH 86° 11' 04" WEST, 173.55 FEET; THENCE SOUTH 69° 23' 25" WEST, 119.27
FEET; THENCE SOUTH 80 56' 18" WEST, 26.83 FEET TO THE TRUE POINT OF BEGINNING,
THENCE ALONG THE FOLLOWING TEN COURSES:
NORTH 07° 00' 35" WEST, 43.00 FEET; THENCE SOUTH 82° 59' 25" WEST, 150.63 FEET;
THENCE NORTH 90° 00' 00" WEST, 94.78 FEET; THENCE NORTH 69° 17 48" WEST, 80.98 FEET;
THENCE SOUTH 31° 41' 38" WEST, 30.56 FEET; T iENCE SOUTH 69° IT 48" EAST, 80.97 FEET;
THENCE SOUTH 90° 00' 00" EAST, 112.63 FEET; THENCE NORTH 82° 58' 59" EAST, 103.65
FEET; THENCE SOUTH 07° 00' 35" EAST, 18.81 FEET; THENCE NORTH 80 54' 44" EAST, 50.03
FEET, TO THE TRUE POINT OF BEGINNING.
PARCEL 5:
A leasehold as created by that certain lease dated March 16, 2004, by and between City of
Downey, a political subdivision of the State of California acting by and through the City Coundl of
First American Title Insurance Company
Order Number: NCS -480314 -LA2
Page Number: 14
the City of Downey, and its successors and assigns, as lessor and PCCP IRG Downey, LLC, A
Delaware limited liability company, as to a 90% Interest, and IRG Downey, LLC, a California
limited liability company, as to a 10% interest, as tenants in common, as lessee, as disclosed by
a Memorandum of Lease which recorded March 18, 2004 as Instrument No. 04- 645103, upon
and subject to all provisions therein contained, over the following described property:
That portion of Lot 2 in the Northwest quarter of Fractional Section 10, Township 3 South, Range
12 West, in the Rancho Santa Gertrudes, together with a portion of the Southwest quarter of said
Fractional Section 10, in the dty of Downey, as recorded in Book 1 Page 502 of Miscellaneous
Records, recorded in the office of the county recorder of said county, described as follows:
Beginning at a point in the Northerly line of said Lot 2 in the Northwest quarter of Fractional
Section 10, said line also being the Northerly line of Stewart and Gray Road, 80 feet wide, distant
thereon South 89 degrees 52' 14" West 646.51 feet from the Northeast comer of said Lot 2;
thence on a line between said point of beginning and the Southwest corner of the Southeast
quarter of the Northeast quarter of the Southwest quarter of Fractional Section 10, South 00
degrees 13' 16" West 1100.59 feet to the true point of beginning; thence at right angles to the
Easterly line of said Lot 2, said Easterly line also being the centerline of Bellflower Boulevard,
North 89 degrees 52' 23" East 613.20 feet to a point in a line that is parallel with and distant
Westerly 40.00 feet; measured at right angles, from said Easterly line of Lot 2; thence South 00
degrees 07' 37" East, along said parallel line, a distance of 222.54 feet to the intersection of said
parallel line, with a line that is parallel with and distant Westerly 40.00 feet, measured at right
angles from the Easterly line of said Southwest quarter of said fractional Section 10; thence
South 00 degrees 04' 17" East, along last said parallel line, a distance of 1225.63 feet to a line
that is parallel with and distant Northerly 96.00 feet, measured at right angles, from the
Southerly line of said Northeast quarter of the Southwest quarter of fractional Section 10; thence
South 89 degrees 51' 04" West, along last said parallel line, a distance of 238.81 feet to the
beginning of a tangent curve concave Northeasterly and having a radius of 252.00 feet; thence
Northwesterly along said curve through a central angle 49 degrees 21' 31 ", a distance of 217.09
feet to the beginning of a reverse curve concave Southwesterly and having a radius of 418.00
feet; thence Northwesterly along said curve through a central angle of 31 degrees 33' 30 ", a
distance of 230.23 feet to said line between the point of beginning and the Southwest corner of
the Southeast quarter of the Northeast quarter of the Southwest quarter of Fractional Section 10;
thence North 00 degrees 13' 16" East, along said Tine, a distance of 1234.83 feet to the true point
of beginning.
Except therefrom all al and gas as reserved in the quitclaim deed by the United States recorded
November 21, 2003 as Instrument No. 03- 3518854. •
APN: 6256 -004 -036, 6256 - 004 -020 and 6256 -004 -909
First American Tide Insurance Company