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Home My WebLink About1992-04-21 - AGENDA REPORTS - RODEO LEASE AGMT RAIL STATION (2)AGENDA REPORT City Manager Approval Item to be presented b Jeff Kolin (2— 5:-� fin CONSENT CALENDAR DATE: April 21, 1992 SUBJECT: RODEO LEASE AGREEMENT - RAIL STATION SITE DEPARTMENT: Public Works BACKGROUND For over a year the City has been working on a lease agreement between the City and the Whittaker Corporation for the use of a 10 -acre rail site of which the City would lease 6.57 acres. Between the Whittaker property (Bermite) and the Southern Pacific Railroad property (platform site) lies a strip of property running through the rail site 20 feet wide totalling I. , approximately 60,000 square feet which is owned by the Rodeo Corporation. This piece of property runs approximately parallel to the railroad tracks. Staff has been working with the Rodeo Corporation to secure an agreement to use this land (see Attachment I).. The basic concept of the proposed agreement is that the City would sublease parking spaces at the rail station to the Rodeo Corporation in exchange for the use of the 20 foot strip. The Rodeo Corporatiorrwould like to use the parking spaces for its weekend events for the Saugus Speedway and the Saugus Swap Meet. . At this time staff sees no conflict of use due to the fact that commuters will use the parking site during the weekdays and the Rodeo Corporation use the parking lot on the weekend. Staff has investigated with the LACTC the potential of running trains up to Santa Clarita on the weekends and has found that although this is not out of the question it is not being planned at this time. The LACTC suggests that they would first work on reverse commuter traffic from Los Angeles to Santa Clarita before weekend use would be implemented. However, there is a stipulation with Southern California Regional Rail Authority (SCRRA) whereby local governments or agencies could request a special trip which could potentially be on a weekend. In case of this event, staff and Rodeo Corporation have agreed to a provision in the lease agreement whereby the City could give the Rodeo Corporation 72 hours notice and designated parking spots would be shared by the City and the Rodeo Corporation for weekend events. Ager:� kpffiffij a Item:m;L I A 04/17/92 09:50 %P805.294 2517 CITY YARD --- CTY SNTA CLARITA 0002 Rodeo Corporation Lease Agreement April 21, 1992 Page 2 The proposed lease essentially parallels the $1.00 per year agreement with two one-yu with the representative for Rodeo Corporati City improvements and the benefit of these value of the 20 foot strip to the City. 1hittaker. agreement. It would be a three year extensions. At this time staff continues to work t on the agreement to determine the -value of .the to Rodeo Land Corporation vs. the If the City and the Rodeo Land Corporation are unable to develop a mutually beneficial agreement in adequate time to allow for the mpletion of the rail site by October 1992, staff recommends the initiating condemnation proceedings. Time is of the essence with regard to securing the use of the 20 -foot wide strip; not acquiring its use in time will delay the October 1992 start date. Staff will report back to Council at its April progress of the lease agreement. Attached as Attachment II is a list of the Receive and file. ATTACIRvIENTS 1. Map of Site 2. Key Components of the Agreement or May 12 meeting with a report on the provisions in the agreement for review. RODEO LAND COMPANY PROPERTY ,Z 1.28 ACRES L 0 aw -15.c. P, -,R PRO A\HU13 A ((�@IaWAIUVM MAN Qff/%V0@)M 1*1 ATTACHMENT H Outline of Lease Agreement Points ► Initial Term of the Lease 3 years ► Lease Rate $1.00 per year ► Leasehold will be approximately 60,000 square feet ► Option to extend the lease agreement or an additional two (2) years ► Termination of lease agreement (5 years) or sooner. The City would have a purchase option. ► In return for the nominal lease rate of $1.00 per year, the City would allow access to the commuter parking area for reciprocal parking on weekends for scheduled events held on the Rodeo property, i.e., swap meet, races, approximately 435 spaces. ► Presently, a parking fee is not charged by Rodeo Land Company for events. If there is a change in their policy, the City will receive a portion of the event parking fee. ► Rodeo Land Company would pay their proportioned share of the utilities plus the cost of maintenance and repair of the restrooms when the restrooms are open and available for Rodeo Property events. ► The City must make all appropriate inquiry in order to be entitled to an "innocent purchaser" defense in the event of any toxic cleanup demands are required. The City will conduct an Environmental Phase I assessment of the property. Prior to signing the lease agreement, a negative toxic report must be submitted. ► Indemnification language shall be included in the lease agreement. ► 72 hours notice to share 50 % of parking space will be provided by City in case of special weekend train station use. ► The City shall provide clean up parking lot maintenance at least weekly and before weekend use by Rodeo Land Company. Rodeo Land Company shall provide clean up maintenance after each event it sponsors and before 4:30 a.m. on following Mondays. ► City shall provide access to Rodeo Land Company property from main station entrance. This includes bridging the grade difference from the abutting properties. ► City shall limit race use of the parking lot to temporary race trailer and car storage. No mechanical work is to be performed on site. Screening shall be provided by Rodeo Land Company. COMMUTER RAIL STATION SITE LEASE WITH OPTION TO PURCHASE THIS LEASE, is made this 21st day of April, 1992, by and between Whittaker Corporation, a Delaware corporation ("Lessor") and the City of Santa Clarita, a municipal corporation ("Lessee"), with reference to the following facts and circumstances: A. Whittaker owns that certain real property, in the City. of Santa Clarita, as more specifically described in Exhibit A attached hereto ("Bermite Property"). B. Lessee wishes to lease a portion of the Bermite Property more specifically described in Exhibit and Exhibit B-1 attached hereto ("Initial Premises") consisting of approximately 6.57 -acres, and to have the right to expand the Premises from time to time under this Lease to include up to all of the property described in xhi ' and Exhibit C-1 attached hereto other than any acreage donated from time to time to Lessee ("Leasable Premises"), all in accordance with the provisions of this Lease. The Leasable Premises without .: deductions for donations and as described in Exhibit C and Exhibit C-1 consists of approximately 10.3 acres. That portion of the Bermite Property which the Lessee is leasing pursuant to this Lease from time to time is referred to as the "Premises". C. Lessor also wishes to grant to Lessee an option to purchase the Leasable Premises (or a portion thereof) in accordance with the provisions of this Lease. D. The City intends to use the Premises leased pursuant to this Lease for the development, construction, and operation of a commuter rail station. NOW, THEREFORE, in consideration of the mutual covenants contained in this Lease, and other good and valuable consideration, had and received, the parties hereto hereby agree as follows: 1. Premises. (a) Initial Premien. Lessor hereby leases to Lessee, and Lessee leases from Lessor, the Initial Premises, subject to and in accordance with the provisions of this Lease. 1whiU&b-Nwtritber8 ;jdr (i) Expansion Notice.. Lessee shall have the right from time to time to expand the Premises, which it is then leasing pursuant to this Lease, by giving written notice ("Expansion Notice") to Lessor of Lessee's election to expand the Premises to include the Additional Premises (as hereinafter defined). Such notice shall be given not less than one hundred twenty (120) days prior to the date upon which the. Premises shall be increased to include such Additional Premises. (ii) Additional Premises. The Expansion Notice shall clearly identify the portion ("Additional Premises") of the Leasable Premises to be added to the Premises under this Lease. If the Expansion Notice describes less than the balance of the entire Leasable Premises as the Additional Premises, the Additional Premises as described in the Expansion Notice shall be contiguous with the Premises then being leased pursuant to this Lease, and that portion of the Leasable Premises, which will remain outside the Premises after the inclusion of the Additional Premises, must be itself a marketable parcel of land either by itself or in conjunction with another portion of the Bermite Property which is itself contiguous with such remaining parcel and owned by Lessor. Lessee's delivery of a notice pursuant to this Paragraph 1 shall constitute Lessee's binding election to lease such Additional Premises in accordance with the provisions of this Lease. (iii) . Compliance with Subdivision Map Act. Upon receipt of an Expansion Notice, Lessor shall use its reasonable efforts to cause the Premises as reconfigured with the Additional Premises to comply with the applicable provisions of the California Subdivision Map Act and all applicable rules and regulations promulgated thereunder, and Lessee shall cooperate in all respects with such efforts. The Lease, as modified to cover the Addition Premises, shall become effective upon the later of. (A). one hundred and twenty (120) days from the date of the Expansion Notice; (B) the date specified in the Expansion Notice on which the expansion is to take effect; or (C) the date on which the expansion of the Premises complies with all applicable provisions of the California Subdivision Map Act. Nothing contained herein shall be deemed to require Lessor to incur substantial costs, expenses, obligations, or other liabilities to comply with the California Subdivision Map Act, including, without limitation, the satisfaction of conditions required for the approval or filing or recordation of any map. (c) Short Term Leasing. Lessor shall have the right to lease, license or otherwise use any portion of Leasable Premises which has not become Part of Premises pursuant to this Lease, so long as Lessor retains the right to cancel any such right, interest or use, which would unreasonably conflict or interfere with Tenant's. expansion rights under this Paragraph 1.(b), within 120 \whitta1ce\Whitber8 j& 2 days from the date of the Expansion Notice. (d) Exchange. If the Purchase Property (as hereinafter defined) includes a portion of the Leasable Premises described in Exhibit and Exhibit D1 attached hereto ("Release Parcel"), but does not include some or all of that portion of the Leasable Premises described in Exhibit E and Exhibit E-1 attached hereto ("Commercial Site"), then Lessor shall have the following rights: (i) At any time after the. consummation of the Purchase Property pursuant to this Lease until the expiration of fifteen (15) years from the date of the consummation of such purchase, Lessor shall have the right to re- acquire the Release Parcel by giving written notice ("Election Notice") to .Lessee of such election. (ii) Upon receipt of the Election Notice, Lessee shall be obligated to convey fee simple title to the Release Parcel to Lessor, subject only too the title exceptions which existed at the time such Release Parcel was acquired by Lessee.pursuant to this Agreement. The closing of the conveyance shall take place on the date designated by Lessor in the Election Notice, provided such closing shall take place at least thirty (30) days after delivery of the Election Notice. (iii) If Lessee did not acquire some or all of a portion of the Leasable Premises described inxhE ibit F and Exhibit F-1 attached hereto ("Exchange Parcel"), then Lessee shall be entitled to exchange the. Release Parcel for any unpurchased portion of the Exchange Parcel. 2. Term. The.term of this Lease shall be three (3) years, commencing on April 21, 1992, and ending on April 21, 1995 ("Initial Term"), unless this Lease is terminated earlier pursuant to the provisions of this Lease or extended pursuant to Paragraph 12 hereof. For purposes of this Lease, "Term" shall mean the Initial Term as such Term may be extended pursuant to Paragraph 12 hereof. 3. Rent. During the Initial Term, Lessee shall pay to Lessor as rent for the Premises, annual payments of One Dollar ($1.00) per year, in advance. During the Extended Term, Lessee shall pay, in advance, to Lessor as rent for the Premises annual payments of the rent determined in accordance with the provisions of Paragraph -12 hereof. Rent shall be payable to Lessor in lawful money of the United States at the address set forth in Paragraph 15 hereof. Rent shall be payable without notice, demand, any right of deduction, abatement, offset, setoff, counterclaim, deferment, diminution, or suspension. This Lease is what is commonly known as a "triple net lease," it being understood that, except as expressly set forth in this Lease, Lessor shall receive rent set forth in this Lease free and clear of all taxes, liens (other than those created or caused by \whiaatce\whitbersJdr 3 `Landlord), expenses, charges or other costs or expenses of any nature whatsoever in connection with the ownership or operation of the Premises. 4. Um. (a) Rail Station. The Premises shall be used and occupied only for the development, construction (including demolition in connection therewith), operation and maintenance of a commuter rail station and such other uses .which are reasonably ancillary to, supporting of, and related to such primary use and which are expressly set forth in Exhibit G, attached hereto. (b) Compliance with Law. Subject to the provision of Paragraph 5 hereof, Lessee shall use and keep the Premises, all improvements located thereon now or in the future, and any portion thereof and any interest therein, in full compliance with all applicable law (including all state and federal environmental laws applicable to the Premises), regardless of whether any such applicable law expressly allocates the burden of such compliance to Lessor or to another party. Lessee shall keep the Premises and every part thereof in a clean, safe and wholesome condition, free from any nuisance and shall comply with any and all applicable health and police regulations in all material respects. If any party hereto receives a notice from any governmental authority regarding a violation of any applicable law, rule or regulation, such party shall promptly notify the other party of such notice and deliver a copy thereof to such other party. (a) Lessee . shall not engage in any activity - on the Leasable Premises that violates any federal, state or local laws, regulations, guidelines, codes, or. ordinances (individually- and collectively, "Laws") pertaining to Hazardous Material (as hereinafter defined), and shall promptly, at Lessee's expense, take all investigatory and/or remedial action required or ordered for cleanup of any contamination of the Leasable Premises created or caused by Lessee, or which occurred during the Term but excluding such occurrence that results from Hazardous Material in, on, under or about the Leasable Premises prior to the commencement of this Lease or results from any activities of the Lessor, Lessor's employees, agents or contractors that cause Hazardous Materials to be in, on, or under the Leasable Premises after the commencement of this Lease. Lessee shall indemnify, protect, defend and hold Lessor, its directors, officers, employees and agents harmless from any and all costs, claims, expenses, penalties and attorneys' fees arising out of any matter within the purview of this Paragraph 5.(a) including, but not limited to, the investigation, remediation and/or abatement of any contamination therein involved. Xwhidah\whither9 Jdr 4 (b) Lessor shall be responsible and promptly pay for all costs incurred by Lessor and all reasonable costs incurred by Lessee in complying with any order, ruling or other requirement of any court or governmental body or agency having jurisdiction over the Leasable Premises requiring Lessor or Lessee to comply with the Laws which relate to Hazardous Material in, on, or under the Leasable Premises including, without limitation, the cost of any required or necessary repair, remediation, removal, cleanup or detoxification, including but not limited to the preparation of any remedial investigation, feasibility study, closure or other required plans, attorneys' fees and costs. Notwithstanding anything contained in the foregoing to the contrary, Lessor shall not be, and Lessee shall be, responsible for any such cost relating to Hazardous Material in, on or under the Leasable Premises caused by or arising out of Lessee's use of the Leasable Premises,. or which occurred during the Term if (i) such occurrence does not result from Hazardous Material in, on; or under the Leasable Premises prior to the commencement of the Term, (ii) such occurrence does not result from the migration of Bermite Property Migrating Hazardous Material (as hereinafter defined) from the Bermite Property (other than the Leasable Premises) at any time before or after the commencement of the Term, and (iii) such occurrence does not result from any activities of the Lessor, Lessor's employees, agents or contractors that cause Hazardous Materials to be in, on, or under the Leasable Premises during the Term. For purposes of this Agreement, "Bermite Property Migrating Hazardous Material" shall mean Hazardous Material which came onto or into the Bermite Property during the time of its ownership or use by Whittaker (or any affiliate of Whittaker and whose existence on, in or under the Bermite Property was not caused by Lessee, Lessee's employees, agents or contractors). (c) Lessor shall indemnify, protect, defend and hold Lessee, its directors, officers, employees and agents harmless from and against any and all claims, judgments, damages, .penalties, fines, costs liabilities or losses (including, without limitation, sums paid .in settlement of claims, attorneys' fees, consultant fees and expert fees) (collectively, "Liabilities") caused by or arising out of. (i) the breach of any representation, warranty or covenant of Lessor contained herein or (ii) the presence of Hazardous Material in, on, or. under the Leasable Premises, excluding, however, any such cost relating to Hazardous Material in, on, or under the Leasable Premises caused by Lessee's use of the Leasable Premises, or which occurred during the Term or (iii) any such Hazardous Material with respect to which any court or governmental body or agency having jurisdiction over the Leasable Premises holds Lessor or Lessee responsible for or otherwise requires Lessor or Lessee to undertake any repair, cleanup, detoxification or other remedial action. Notwithstanding anything contained in the foregoing to the contrary, Lessor shall have no indemnification or other obligation under this Paragraph 5.(c) with respect to an occurrence of Hazardous Material caused by or arising out of Lessee's use of the Leasable Premises, or which occurs during the Term unless (A) such occurrence results from Hazardous Material in, on, or \whiUd=kwhiIher8 Jdr 5 under the Leasable Premises prior to the commencement of the Term, (B) such occurrence results from the migration of Bermite Property Migrating Hazardous Material from the Bermite Property (other than Leasable Premises) to the Leasable Premises at any time before or after the commencement of the Term, or (C) such occurrence results from any activities of the Lessor, Lessor's employees, agents or contractors that cause Hazardous Materials to be in, on, or under the Leasable Premises after the commencement of this Lease. (d) To Lessor's best actual current knowledge, after Lessor's reasonable review of internal documents, including but not limited to, all written reports received from any federal, state, or local body, but without any other duty of due diligence or investigation, Lessor hereby represents and warrants, as of the. date hereof, to Lessee with respect to the Leasable Premises only, as follows: (1) The Lessor is, as of the commencement of this Lease, in compliance with all Laws regarding the handling, transportation, storage, treatment, use and disposition of Hazardous Material on the Leasable Premises. (2) There has been nounauthorized, unlawful or unpermitted dumping or releasing of Hazardous Material in, on, or under the Leasable Premise; (3) There has been no migration of Hazardous Material onto or under the Leasable Premises; (4) The Lessor has removed any and all underground tanks, drums, and metal debris and Hazardous Materials associated with such tanks and drums in; on, or under the Leasable Premises; (5) There are no Polychlorinated Biphenyls ("PCBs") in, on, or under the Leasable Premises; (6) There are no asbestos containing building materials ("ACBMs") in or on the Leasable Premises; (7) The factual representations expressly made by Mr. AbdunNur in, but not limited to, Sections 5.1.2, 5.1.4, 5.1.5, 6.1.1, 6.1.2, 6.5, and 7.0 of: the Phase I Environmental Site Assessment ("Environmental Assessment") prepared by Delta Environmental Consultants, dated August 16, 1991, are true and correct; \whifthXwhitber8.jdr 6 Me (8) There are . no wells in, on, or under the Leasable Premises, excluding the "repair well" described in the Environmental Assessment which, in fact, is a vehicle mechanic's subgrade bay. (e) The recommendations as set forth in Section 7.0 of the Environmental Assessment, to the extent such recommendations pertain to. the Leasable Premises, will be complied with by the Lessor according to the Laws no later than ninety (90) days from the commencement of this Lease. Neither the recommendations nor the facts and information on which the recommendations are based shall constitute, or serve as the basis of a claim that Lessor had, actual current knowledge of. matters which violate the representations and warranties set forth in this Paragraph 5 or elsewhere in this Lease. (f) To the extent commercially practical, Lessor shall take all action as is necessary to enforce the requirements contained . in any leases or occupancy agreements between Lessor and third parties with respect to the use or occupancy of land immediately adjacent to the Leasable Premises.and located within the Bermite Property, which relate to the handling, transportation, storage, treatment, use or disposition of Hazardous Material by such third parties. (g) Without limiting the generality of this Indemnity, this Indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA, 42 U.S.C. Section 9607(e) and California Health and Safety Code Section 25364 to defend, protect, hold harmless and indemnify Lessee for any liability pursuant to such sections. (h) For purposes of this Lease, "Hazardous .Material" shall mean all substances, wastes and materials designated or definedas hazardous, extremely hazardous or toxic pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1321; Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6903, Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act; 42 U.S.0 Section 9601; Section 25140 of the Hazardous Waste Control Law, Cal. Health and Safety Code Section 25140; Section 25316 of the Carpenter Presley Tanner Hazardous Substance Account Act, Cal. Health and Safety Code Section 25316,; Section 25501 of the Hazardous Materials Lease Response Plans and Inventory Law, Cal. Health and Safety Code Section 25501; Section 33459(b) of the California Health and Safety Code; or Section 25281 of the California law regarding underground storage of hazardous substances, Cal. Health and Safety Code Section 25281; any substance, material or waste listed in the United States Department of Transportation Hazardous \whivake\whitber8 Jdr 7 Materials Table (49 C.F.R. 172.101) or by the Environmental Protection Agency as a hazardous substance (40 C.F.R. Part 302) and amendments thereto; and in the regulations adopted and publications promulgated pursuant to any of such laws; as well as asbestos and petroleum (including its fractions and petroleum products), and any other substance designated from time to time as hazardous, extremely hazardous or toxic by any applicable governmental authority. 6. As Is. (a) Inspection; As -Is. Lessee acknowledges and agrees that it has inspected the Premises and the Leasable Premises and all factors relevant to the use of the Premises and the Leasable. Premises, and will so inspect any Additional Premises which are added to the Premises pursuant to this Lease, including, without limitation, the physical and geological condition of the Premises, the Leasable Premises, and the Additional Premises, and all matters relating to title, taxes, assessment, zoning, use permits and other building codes. Lessee further acknowledges, agrees and represents that, subject to the express representations and warranties contained in this Lease, it is leasing the Premises, and will lease any Additional Premises, in an "AS -IS" condition "WITH ALL FAULTS" and solely in reliance upon Lessee's inspection and examination. Neither Lessor, nor any agents, representatives, employees, officers, or other affiliates of the Lessor have made, will make, or be deemed to make now or in the future any representations or warranties, express or implied, verbal or written, with respect to the Premises or any Additional Premises or any other property owned by Lessor or with respect to the fitness of any such property for any particular purpose, except as expressly set forth in this Lease. (b) Toxics Report and Release. Prior to the execution of this Lease, Lessor delivered to. Lessee the Environmental Assessment, covering approximately 23 acres of land. including the Leasable Premises. Lessee has inspected and caused its experts to inspect, such report and the Leasable Premises, to determine the completeness and accuracy of such Environmental Assessment. Lessor hereby represents and warrants as of the date of this Lease, without any duty of due diligence or investigation (except as expressly required in this Lease), that it has no actual current knowledge that Hazardous Material exists on or in the Leasable Premises, except as described in the Environmental Assessment. Lessee acknowledges that Lessor is, relying on the Environmental Assessment in making the representations and warranties contained in this Lease with respect to Hazardous Waste and that this Lease does not impose any additional duty of investigation with respect to such representations, except as expressly set forth in this Lease. \whivake\whitbcr8Jdr 8 (a) Payment of Taxes. Lessor shall pay all real property taxes applicable only as of the date hereof to the unimproved land of which the Premises are composed during the Term. Otherwise, Lessee shall pay all property taxes with respect to the Premises, including those for or allocable to any improvements, fixtures, furniture, equipment, and personal property (unless Lessee is exempt from such payment and such exemption does not shift the paywent obligation back to Lessor). All such payments shall be made at least ten (10) days prior to the delinquency date of such payment. If any such taxes paid by Lessee shall cover any period of time prior to or after the expiration of the Term, Lessee's share of such taxes shall be equitably prorated to cover only the period of time withinthetaxfiscal year during which this Lease shall be in effect, and Lessor shall reimburse Lessee to the extent required. 8. Maintenance and Repairs. At no expense or cost to Lessor, Lessee will keep the Premises and the improvements located thereon now or in the future in good and clean order, repair and condition, except for (a) ordinary wear and tear and (b) improvements existing on the Leasable Premises on the date of this Lease, which Tenant shall maintain in the condition they were in as of the. date of the Lease (or, at Tenant's option, better), subject to Tenant's right to demolish such improvements in accordance with all applicable laws in connection with construction as permitted under Paragraph 4 hereof. Subject to the foregoing, Tenant will promptly make all necessary or appropriate repairs, replacements, and renewals of all improvements located on the Premises, whether interior or exterior, structural or non-structural, ordinary or extraordinary, foreseen or unforeseen. All repairs, replacements and renewals shall be at least equal in quality to those existing as of the date of original construction with respect to the improvements constructed after the date hereof, and shall be kept in good working order and condition.. At no cost or expense to. Lessor, Lessee will do all shoring of the Premises, the property adjoining thereto, the foundations and walls of the improvements located on the Premises now or in the future, and the foundations and walls of the improvements located on the property adjacent to the Premises now or in the future, and every other act necessary or appropriate for the preservation and safety thereof by reason of or in connection with any commuter rail station or other building, construction, use or operation upon the Premises, whether or not the owner of the Premises or the owner of such adjoining property shall be required under applicable law to take such action or be liable for the failure to do so. The parties hereto acknowledge and agree that Lessor shall have no obligation to make improvements, capital or otherwise, with respect to the Premises, or to repair, restore, or replace improvements on or otherwise incur any expenses or costs with respect to the Premises. Lessee shall not use the Premises in any way which will unreasonably interfere with the use of the other portions of the Bermite Property. \wWMkAwhitber8 & 9 9. Mechanics' Liens. (a) Discharge of Lienc. During the term of this Lease, Lessee shall not permit to remain, and shall properly discharge, at its sole cost and expense, all liens and charges (other than liens and charges created by Landlord) upon the Premises, or any portion of the real property making up the Premises, or any interest in the Premises or the real property making up the Premises; provided that the existence of any mechanics' liens, shall not constitute a violation of this Paragraph 9 if payment is not yet due under the contract and the contract does not postpone payment for more than sixty (60) days after performance, and there is no risk of foreclosure on a lien prior to payment. Lessee shall have the right to contest, with due diligence, the validity or amount of any lien or claimed amount,- if Lessee posts, in a manner required by applicable law, a bond to remove the lien. (b) Notice of Liens. If any lien is filed against the Premises or if any action of any character affecting the title thereto is commenced, Lessee shall give to Lessor written notice thereof as soon as notice of such lien or action comes to the knowledge of Lessee. 10. Construction. Lessee shall be entitled to develop the Leasable Premises for use as a commuter rail station, and in this connection, to design, process for approval, and construct improvements on the Premises for use for or in connection with such commuter rail station. Lessee shall pay all costs and expenses for the design, development and construction of such commuter rail station and related improvements. Any improvements on the Premises after the expiration of the Term or after the termination of this Lease shall become the property of Lessor and, from , and after the expiration of the Term or the termination of this Lease, Lessor shall have the right to demolish or use such improvements as Lessor sees fit and without any compensation or payment by Lessor to Lessee therefor. 11. Assignment and Subletting. (a) Consent. Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Lessee's interest in this Lease or the Premises, without Lessor's prior written consent, which Lessor shall not unreasonably. withhold. Lessor shall respond to Lessee's request for consent hereunder in a timely manner and any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of this Lease. The parties hereto acknowledge that Lessor is entering into this Lease solely to facilitate the location, development, construction and operation of a commuter rail station on lwhiU1h\whitb"8.jdr 10 the Premises and nothing contained in this Lease shall require or be construed to require Lessor to approve any assignment, subleasing or other transfer pursuant to this Paragraph 11 which does not directly promote, or is not directly intended to fulfill, this objective and use. Nothwithstanding anything contained in the foregoing to .the contrary, Lessee shall be entitled to grant to third parties the temporary right to park motor vehicles on the Premises, provided that no such rights shall survive the termination or expiration of this Lease, and to sublet portions of the Premises for the ancillary uses described in Paragraph 4.(a) hereof, subject to the consent of Lessor which consent shall not be unreasonably withheld. (b) Governmental Entities. Notwithstanding the provisions of Paragraph 11.(a) hereof, Lessee may assign or sublet the Premises; or any portion thereof, without Lessor's consent, to any governmental or quasi -governmental entity for the use described in Paragraph 4.(a) hereof, upon not less than thirty (30) days' prior written notice to Lessor. Any such assignment shall not, in any way, affect or limit the liability of Lessee under the terms of this Lease even if, after such assignment or subletting, the terms of this Lease are materially changed or altered without the consent of Lessee, the consent of whom shall not be necessary. (c) No Release of Lessee. Regardless of Lessor's consent, no subletting or assignment shall release Lessee of Lessee's primary liability of Lessee to pay the rent and to perform all other obligations to be performed by Lessee under this Lease. The acceptance of rent by Lessor from any other person shall not be deemed to be a waiver by Lessor of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of any default by any assignee of Lessee or any successor of Lessee, in the performance of any of the terms hereof, Lessor may proceed directly against Lessee without the necessity of exhausting remedies against said assignee. Lessor may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease. with assignees of Lessee, without notifying Lessee, or any successor of Lessee, and without obtaining its or their consent thereto and such action shall not relieve Lessee of liability under this Lease. (a) n • Exercise. Subject to the provisions . of this Paragraph 12, Lessor hereby grants to Lessee the option to extend the term of this Lease for a two (2) year period. Lessee shall exercise such option only .by giving to Lessor, and Lessor receiving, on a date ("Extension Exercise Date") at least ninety (90) days prior to the expiration of the Initial Term, a written notice of the exercise of the option to extend this Lease for an additional term of two (2) years, time being of the essence. If such written notification of the exercise of such \wtntta1wXwhitber8 J& 11 option is not so given and received, this option shall automatically expire. If such written notification is so given, then the Term shall be extended for the Extended Term (as hereinafter defined), subject to the provisions of this Lease, including this Paragraph 12. (b) Rent and Other—Applicable Provisions. All the terms and conditions of this Lease, except as specifically set forth in this Paragraph 12 below, shall apply: (i) R=. The annual rent for the Extended Term, payable in advance upon the commencement of each annual period during such Extended Term, shall be ten percent (10%) of the Primary Fair Market Value of the Premises (as hereinafter defined), as determined pursuant to Paragraph 12.(c) hereof. (ii) Extended Term. The "Extended Term" shall be for a period of two years, commencing with the expiration of the Initial Term. (c) Appraisa . (i) Appointment of Appraiser. Not later than 75 days before the expiration of the Initial Term, Lessor and Lessee shall each appoint an MAI appraiser, with not less than ten (10) years of experience in appraising commercial property in Southern California, and shall give written notice thereof to the other party. If either party fails. to appoint such an appraiser, the non -defaulting party shall have the right to apply to the Superior Court of Los Angeles, California, to appoint an appraiser to represent the defaulting party. Within ten (10) days of the appointment of the two (2) appraisers, the two (2) appraisers shall jointly appoint a third appraiser and give written notice thereof to Lessor and Lessee. If, within such ten (10) day period, the two (2) appraisers fail to appoint a third appraiser, then either party hereto shall have the right to make application to the aforementioned Superior Court to appoint such third appraiser. (ii) Determination of Fair Market Value. (A) Within thirty (30) days after the appointment of the third appraiser, the appraisers shall determine the fair market value of the Premises in accordance with the provisions of this Paragraph 12.(c), and shall execute and acknowledge their determination of fair market value in writing and cause a copy thereof to be delivered to each of the parties hereto. (B) To determine the fair market.value of the Premises, the appraisers shall make the following determinations: First, for purposes of determining the rent for the Extended Term, they will determine the fair market \wtriva1elwbitber8.* 12 value of the Premises ("Primary Fair Market Value of the. Premises") in accordance with the assumptions set forth below; second, the appraisers will determine the fair market value of the Remainder Parcel (as hereinafter defined) in accordance with the assumptions set forth below; third, the appraisers shall determine the amount ("Bonus Value") of present value which has been added to the Remainder Parcel (as hereinafter defined) over similarly zoned and located property by reason of the proximity of the Remainder Parcel to the train station located or to be located on the Premises; finally, this Bonus Value shall be deducted from determination of the Primary Fair Market Value of the Premises to obtain the purchase price for the Premises as the Purchase Property pursuant to Paragraph 13.(e)(i). For purposes hereof, the "Remainder Parcel" shall mean the parcel of land remaining after the Premises is removed from a thirty acre parcel of land (including the Premises) described in Exhibit and Exhibit H-1 attached hereto ("Master Parcel"). (C) The. appraisers shall make all determinations of value with respect to the Premises as of the date of their determination, which date shall not be earlier than sixty (60) days before the commencement of the Extended Term or later than the date of the commencement of the Extended Term. This determination shall be based on sales of comparable property in the area in which the Premises are located. If, in the judgment of the majority of the appraisers, however, no such comparable sales are available, then the appraisal shall be based upon any other reasonable method. Regardless of the appraisal method used, the appraisal shall be based upon the following assumptions: this Lease (1) That the Premises are free and clear of. (1) (II) all improvements installed on the Premises after the date of this Lease (except to the extent such improvements were installed thereon or therein at the cost and expense of Lessor), and (III) easements, encumbrances, and other exceptions provided such easements, encumbrances and other matters did not exist as of the date of this Lease, were not voluntarily incurred by Lessor, or were not caused by Lessor; (2) The value of the Premises shall be determined without regard to the proximity of the rail station or the existence of any improvements constructed in connection with the rail station; and (3) The value of the Premises shall be based upon the value of similarly located property in the City of Santa Clarita zoned for general commercial uses. (iii) If a majority of the appraisers are unable to agree on the Primary Fair Market Value of the Premises or the purchase price for the Premises within thirty (30) days of the appointment of a third appraiser, the determination �whivahkwhitbers j& 13 of the three (3) appraisals in dispute shall be added together and their total divided by three. The resulting quotient shall be the determination of the Prima Fair Market Value of the Premises or the purchase price (as the case may be .. If, however, the low appraisal and/or high appraisal is or are more than ten percent (10%) lower and/or higher than the middle appraisal, .the low and/or high appraisal shall be disregarded. If only one appraisal is disregarded, the remaining two (2) appraisals shall be added together and their total divided by two. The resulting quotient shall be the determination of Primary Fair Market Value or the purchase price, as the case may .be. If both the low and the high appraisals are disregarded, the middle appraisal shall be the fair market value of the Premises. (d) Payment of Fees. Each of the parties hereto shall pay for the services of its appointed appraiser and one-half of the fees charged by the appraiser selected by their appointees and one-half of all costs of the appraisal. (a) Grant. Lessor hereby grants to Lessee an option ("Purchase Option") to purchase the Purchase Property (as hereinafter defined), upon the terms and conditions set forth in this Paragraph 13. (b) Qption Period. Lessee shall have the right to exercise the Purchase Option at any time during the period ("Option Period") commencing with the commencement of the Term and ending ninety (90) days before the expiration of the Extended Term, subject to the requirement set forth below that Lessee provide Lessor with a Property Description Notice not later than the end of the second year of the Extended Term. The option rights contained in this Paragraph 13 are in lieu of Lessee's powers of eminent domain and condemnation with respect to the Leasable Premises, or any portion thereof, or with respect to any portion of the Bermite Property to be used for or in connection with a commuter rail station. Lessee hereby waives such powers with respect to the Leasable Premises and other property described in the preceding sentence for a period of five years commencing with the commencement of the Term. (i) Proper Identification. To be eligible to exercise the Purchase Option, Lessee shall give written notice ("Property Description Notice") to Lessor of the precise property ("Purchase Property") which Lessee intends to acquire upon any - exercise of the Purchase Option and which meets the requirements of this Paragraph 13.(c)(i) which Purchase Property shall be the Premises described in Paragraph 13.(e)(i)(B)(1) if the Purchase .Option is exercised after the Extension Exercise Date). Lessee shall be entitled to deliver such notice to Lessor not later than the commencement of the second year of the Extended XwhiK&ke\whitbers,jdr 14 Term. Such notice shall describe the entire Leasable Premises or any portion thereof which makes up a single contiguous parcel. If such notice describes less than the entire Leasable Premises, the portion of the Leasable Premises which is not so described in the notice and thereby not subject to the Purchase Option must be itself a marketable, contiguous parcel of land either by itself or in conjunction with another portion of the Bermite . Property which is itself contiguous with such remaining parcel and owned by Lessor. Upon receipt of a notice complying with the foregoing. requirements, Lessor shall use its reasonable efforts to cause the Purchase Property to comply with any applicable provisions of the California Subdivision Map Act (to the extent such Purchase Property does not then do so) and Lessee shall cooperate with such efforts in all respects.' Failure of Lessee to provide Lessor with a timely written notice meeting the requirements of this Paragraph 13.(c)(i) shall cause the Purchase Option to automatically terminate. Nothing contained herein shall be deemed to require Lessor to incur substantial costs, expenses, obligations, or other liabilities to comply with the California Subdivision Map Act, including, without limitation, the satisfaction of conditions required for the approval or filing or recordation of any map. (ii) Exercise Notice. Lessee. shall exercise the Purchase Option with respect to the Purchase Property by giving written notice of its unequivocable exercise of such Option to Lessor so that Lessor receives such written notice within the Option Period, time being of the essence in this respect as it is in regard to all provisions of this Lease. If Lessee fails to so exercise the Purchase Option within such Option Period, the Purchase Option shall automatically expire. Upon the exercise of the Purchase Option, .Lessee shall be bound to purchase, and Lessor shall be bound to sell, the Purchase Property, in accordance with all of the provisions of this Paragraph 13.. If the Purchase Option is exercised, this Lease shall remain in full force and effect until the earlier of the Close of Escrow or the expiration of the Extended Term. (d) Additional Option Conditions. The provisions of Paragraph 38 hereof are conditions of this Option. (i) Amount. Upon the exercise of the Purchase Option, Lessee shall purchase, and Lessor shall sell, the Purchase Property for the purchase price determined by appraisal in accordance with Paragraph 12.(c) hereof, subject to the following revisions: (A) If the option is exercised before the Extension Exercise Date, the following provisions will apply: \wM t&ke\whitbers jdr 15 (1) , The reference in Paragraph 12.(c) to "Premises" shall be changed to a reference to the Purchase Property. (2) Lessor and Lessee shall each appoint an MAI appraiser meeting the qualifications set forth in Paragraph 12.(c)(i) within 15 days of the date the option is exercised and the time period set forth in Paragraph 12.(c) for the appointment of a third appraisal shall run from the date the two appraisers are appointed pursuant hereto. (3) Notwithstanding anything contained in this Lease to the contrary and in consideration for the right of Lessee to exercise the option during the Initial Term, the parties hereto hereby agree that value of the Purchase Property shall not be decreased by the Bonus Value. (B) If the option is exercised after the.Extension Exercise Date, the following provisions will apply: (1) The Premises, as leased pursuant to the Lease, on the Extension Exercise Dateand as appraised pursuant to Paragraph 12.(c) shall constitute and be the Purchase Property, notwithstanding anything contained in this Lease to the contrary. (2) Subject to Clause (3) below, the purchase price, as determined pursuant to Paragraph 12.(c), shall be increased by the increase in the Consumer Price Index from the date of the determination of such purchase price to the date of the Close of Escrow, computed as follows: multiply the purchase price by a fraction, the numerator of which is the Consumer Price Index for the month in which the Close of Escrow takes place and the denominator of which is the Consumer Price Index for the month preceding the date as of which the Purchase Price was appraised pursuant to this Agreement. For purposes hereof, "Consumer Price Index" means the United States Department of Labor, Bureau of Labor Statistics Consumer Price Index for the Los Angeles - Anaheim -Riverside area (all urban consumers, all items) (1982-84=100).. If the Consumer Price Index format should be revised, such revised Consumer Price Index shall be modified by making such adjustments as may be required to produce substantially equivalent financial results as that which would have been obtained by the application of the current Consumer Price Index format. If the Consumer Price Index is revised so that such an adjustment cannot reasonably be made, or if the Consumer Price Index is discontinued, a reasonably reliable and comparable index or other information, which is furnished by a government or an independent third party source and which evaluates changes in the costs of living or purchasing power of the consumer dollar, shall be substituted for the Consumer Price Index. If the parties are unable to agree upon such substitute index or upon any adjustment required pursuant to this Paragraph 13.(e)(i)(B)(2), then the matter \whift*e\whitber8 Jdr 16 shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said arbitrators shall be paid equally by Lessor and Lessee. (3) In lieu of the purchase price as determined pursuant to Paragraph 12.(c) as modified by Clause (2) above, Lessor may elect to have the Premises described in Paragraph 13.(e)(i)(B)(1) re -appraised pursuant to Paragraph 12.(c) after the exercise of the option by giving Lessee written notice thereof within 15 days of the exercise, in which case Lessor shall reimburse Lessee for all reasonable fees paid by it to its. appraiser in connection with the re -appraisal. Notwithstanding anything contained in Paragraph 12.(c) hereof, Lessor and Lessee shall each appoint an MAI appraiser meeting the qualifications set forth in Paragraph 12.(c)(i) within fifteen (15) days of Lessor's election to re- appraise such Premises pursuant hereto and the time period set forth in Paragraph 12.(c) for the appointment of the third appraiser shall run from the date the two appraisers are appointed pursuant hereto. (ii) Payment of Purchase Price. The purchase price for the Purchase Property shall be paid, at the Close of Escrow (as hereinafter defined) in cash or other immediately available funds. or, at the election of Lessee, as follows: (A) ('ash D Cash or other immediately available funds in the amount of ten percent (10%) of the purchase price, less the Lease Credits (as hereinafter defined) shall be deposited into Escrow. (Such cash downpayment is hereinafter referred to as the "Cash Downpayment".) (B) Promissory Note. The balance of the purchase price shall be evidenced by an unsecured promissory note in the original principal amount of such balance. Such note shall bear interest at two percent (2%) above the prime rate quoted as of the Close of Escrow by Bank of America. All principal and interest earned thereon shall be due and payable in one Iump sum on the second anniversary of the Close of Escrow and may be prepaid without penalty. The note shall be in the same form as the promissory note attached hereto as Exhibit 1. (C) L='3se rredi c. For purposes hereof, "Lease Credits" shall mean (1) twenty-five percent (25%) of the annual installments of rent paid pursuant to Paragraph 12.(b) hereof (less proration thereof repaid to Lessee), if the Premises leased by Lessee any time during the Extended Term consisted of eight (8) acres or less; or (2) thirty-five percent (35%) of the annual installments of rent paid pursuant to Paragraph 12.(b) hereof (less proration thereof repaid to \whiURIM\whitbor8;idr 17 Lessee), if the Premises leased by Lessee. at all times during the Extended Term consisted of more than eight (8) acres. (f) "As Is Sale". Lessee acknowledges, agrees, and represents that, by the time Lessee exercises the Purchase Option, it will have inspected the Purchase Property and all factors relevant to its use, (including, . without limitation, the physical and geological condition of the Purchase Property including, without limitation, all matters relating to title, taxes, assessment, zoning, use permits, and building); that the term of the Lease and the Option Period has been provided for this purpose; and that this period of time is adequate to make such a full investigation of the Purchase Property. Lessee further acknowledges and represents, as of the date of this Lease; the date the Purchase Option is exercised, and as of the Close of Escrow, that it has substantial experience, or has or will engage consultants who possess such substantial experience, with real property of the type and size of the Purchase Property, and that Lessee is acquiring the Purchase Property in an "AS -IS" condition "WITH ALL FAULTS" and solely in reliance on the Lessee's inspection and examination of the Purchase Property, subject to the provisions of Paragraphs 5 and 13.(g) and the express representations and warranties of Lessor set forth in this Lease. Lessee further acknowledges and agrees, as of the date of this Lease, the date the Purchase Option is exercised, and as of the Close of Escrow, that no representations or warranties of any kind, express or implied, have been made by Lessor or any of its officers, agents, employees, representatives or affiliates with respect to any matter, fact or issue in regard to the Purchase Property or the transaction contemplated pursuant to this Purchase Option, except for the representations and warranties expressly set forth in this Lease. (g) Hazardous Waste. (i) Lessee shall not engage in any activity on the Purchase Property that violates any federal, state or local laws, regulations, guidelines, codes, or ordinances (individually and collectively, "Laws") pertaining to Hazardous Material, and shall promptly, . at Lessee's expense, take all investigatory and/or remedial action required or ordered for cleanup of any contamination of the Purchase Property created or caused by Lessee, or which occurred at any time after the Close of Escrow but excluding such occurrence that results from Hazardous Material in, on, under or about the Purchase Property prior to the Close of Escrow or results from any activities of the Lessor, Lessor's employees, agents or contractors that cause Hazardous Materials to be in, on, or under the Purchase Property after the Close of Escrow. Lessee shall indemnify, protect, defend and hold Lessor, its directors, officers, employees and agents harmless from any and all costs, claims, expenses, penalties and attorneys' fees arising out of any matter within the purview of this Paragraph 13.(g)(i) including, \whittabAwbitber8 J& 18 but not limited to, the investigation, remediation and/or abatement of any contamination therein involved. (ii) Lessor shall be responsible and promptly pay for all costs incurred by Lessor and all reasonable costs. incurred by Lessee in complying with any order, ruling or other requirement of any court or governmental body or agency having jurisdiction over -the Purchase Property requiring Lessor or Lessee to comply with the Laws which relate to Hazardous Material in, on, or under the Purchase Property including, without limitation, the cost of any required or necessary repair, remediation, removal, cleanup or detoxification, including but not limited to the preparation of any remedial investigation, feasibility study, closure or other required plans, attorneys' fees and costs. Notwithstanding anything contained in the foregoing to the contrary, Lessor shall not be, and Lessee shall be, responsible for any such cost relating to Hazardous Material in, on or under the Purchase Property (A) if Lessee has such responsibility under the provisions of Paragraph 13.(g) hereof; or (B) if any such cost was caused by or arose out of Lessee's use of the Purchase Property, or which occurs after the Close of Escrow if (1) such occurrence does not result from Hazardous Material in, on, or under the Purchase Property .prior to the Close of Escrow, (2) such occurrence does not result from the migration of Bermite Property Migrating Hazardous Material from the Bermite Property (other than the Purchase Property) at any time before or after the Close of Escrow, and (3) such occurrence:does not result from any activities of the Lessor, Lessor's employees, agents or contractors that cause Hazardous Materials to be in, on, or under the Purchase Property after the Close of Escrow. (iii) Lessor shall indemnify, protect, defend and hold Lessee, its directors, officers, employees and agents harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) (collectively "Liabilities") caused by or arising out of (A) the breach of any representation, warranty or covenant of Lessor contained in this Paragraph 13.(g) or (B) the presence of Hazardous Material in, on, or under the Purchase Property, excluding, however, any such Liabilities relating to Hazardous Material in, on, or under the Purchase Property caused by Lessee's use of the Purchase Property, or which occurs after the Close of Escrow or (C) any such Hazardous Material with respect to which any court or governmental body or agency having jurisdiction over the Purchase Property holds Lessor or Lessee responsible for or otherwise requires Lessor or Lessee to undertake any repair, cleanup, detoxification or other remedial action. Notwithstanding anything contained in the foregoing to the contrary, Lessor shall have no indemnification or other obligation under this Paragraph 13.(g)(iii) with respect to (1) an occurrence of Hazardous Material on, in or under all or any portion of the Purchase Property which was leased to Lessee pursuant to this Lease if Lessor has XwUftI NWhitbers.Kk 19 no indemnification or other obligation under Paragraph 13.(g) hereof with respect to such occurrence of Hazardous Material or (2) the occurrence of Hazardous Material was caused by or arose out of Lessee's use of the Purchase Property, or occurs after the Close of Escrow unless (A) such occurrence results from Hazardous Material in, on, or under the Purchase Property prior to the Close of Escrow, (B) such occurrence results from. the migration of Bermite Property Migrating Hazardous Material from the Bermite Property (other than Purchase Property) to the Purchase Property at any time before or after the Close of Escrow, or (C) such occurrence results from any activities of the Lessor, Lessor's employees, agents or contractors that cause Hazardous Materials to be in, on, or under the Purchase Property after the Close of Escrow. (iv) To the extent commercially practical, Lessor shall take all action as is necessary to enforce the requirements contained in any leases or occupancy agreements between Lessor and third parties with respect to the use or occupancy of land immediately adjacent to the Purchase Property and located within the Bermite Property, which relate to the handling, transportation, storage, treatment, use or disposition of Hazardous Material by such third parties. (v) Without limiting the generality of this Indemnity, this Indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA, 42 U.S.C. Section 9607(e) and California Health and Safety Code Section 25364 to defend, protect, hold harmless and indemnify Lessee for any liability pursuant to such sections. (vi) Nothing contained in this Paragraph 13.(g) shall be deemed to supersede the provisions of Paragraph 5 hereof or vice versa and each such paragraph shall continue to apply in accordance with its terms. The provisions of Paragraphs 5 and 13.(g) shall survive the Close of Escrow and the delivery of conveyance instruments. (h) Assumption. Lessee shall be deemed at the Close of Escrow to have assumed all obligations and liabilities arising out of or in any way connected with the Purchase Property, except for the applicable obligations of Lessor under Paragraphs 5 and 13.(g) hereof. (i) Ti&. (i) Preliminary Title Rgport. Prior to the execution of this Lease, Lessor has delivered to Lessee a current Preliminary Title Report for the Leasable Premises, dated October 29, 1991, issued by Chicago Title Company. (ii) Exceptions to Title at Closing. Subject to. the provisions of this Lease, Lessor shall convey the Purchase Property to Lessee on Escrow \whittakelwhithedJdr 20 Holder's standard form California Grant Deed ("Grant Deed"), subject to the following exceptions ("Title Exceptions"): ( All Preliminary Title Report ppnon-monetary lic ble to thePur Property;exceptions o Purchase � set forth in the by Lessee; (B) Any other exceptions approved or caused or created and other taxes and liens, if such taxes and tax liens were the property sp responsibility of Lessee under the Lease; (D) Assessments and bonds; other ch do not materially and adversely affect the use f the Purchase exceptions opertytfor its itle use as a commuter rail station; M The printed exceptions set forth in the Title Policy (as hereinafter defined); and (G) The rights of tenants and others in possession, other than those claiming rights of possession through a voluntary grant from Lessor. (iii) TitleTitle ha2U2_nS&. At the Close of Escrow, Lessor shall cause Chicago Title Company, or another reputable title company of Lessee's choice ("Title Company") to issue to Lessee as the insured, a California Land Title Association policy of title insurance ("Title Policy") with liability equal to the Purchase Price, showing fee simple title to the Purchase Property vested in Lessee, subject only to the Title Exceptions. Lessee shall have the right to order an ALTA Policy of Title. Insurance for the Purchase Property by giving written notice to Escrow Holder and by depositing with Escrow Holder the premium cost of the ALTA Policy in excess of the premium for the Title Policy. If Lessee wishes to obtain an ALTA Policy of Title Insurance, Lessee shall pay all costs and expenses for or in connection with the preparation of the ALTA policy, including, without limitation, all costs, fees and expenses for the preparation of an ALTA survey. 0) Escrow. Purchase Property (i)ening of F=M The purchase and sale of the shall be consummated through escrow with ., City of Santa Clarita, California ("Escrow Holder"). Lessor \whiMdMXv lritber8 Jdr 21 and Lessee shall open escrow within thirty (30) days after Lessee exercises its Purchase Option pursuant to Paragraph 13.(c) hereof. Escrow shall be deemed open when Lessee and Lessor have deposited a fully executed copy of this Lease into escrow, together with a copy of the Exercise Notice. This Lease, together with Escrow Holder's general Escrow Conditions shall constitute escrow instructions to Escrow Holder. Escrow Holder shall notify the parties hereto in writing of the date upon which this Escrow was opened and shall deliver a certified copy of the Escrow Instructions to each party. (ii) Close of Escrow. The date of the Close of Escrow ("Close of Escrow") shall be deemed to be the date that the Grant Deed conveying the Real Property to Lessee is recorded with the Los Angeles County Recorder. Escrow shall close not later than a date ("Final Closing Date") which is ninety (90) days after the date on which Lessee exercises its Purchase Option pursuant to Paragraph 13.(c) hereof. Notwithstanding anything contained in the foregoing to the contrary, the Close of Escrow may be postponed by written notice from either party hereto for a period up to forty-five (45) days after the Final Closing Date, if either party is unable to consummate the purchase and sale of the Purchase Property by the Final Closing Date due to forces reasonably beyond the control of such party, provided however that neither the financial condition of the party, nor the availability of funds, nor general economic conditions, nor any political procedure, process or requirement of the Lessee shall constitute a force beyond a party's control, and provided further that the Close of Escrow shall take place as soon as possible after the Final Closing Date (but in no event later than forty-five (45) days after the Final Closing Date.) (iii) Deposits for Closing. In preparation for the Close of Escrow, the parties hereto shall deposit the following into Escrow: (A) Deposits by Lessee. Lessee shall deposit: (1) At least one (1) business day prior to the Close of Escrow, the Purchase Price or, at the election of Lessee, the Cash Downpayment and the Promissory Note. executed by Lessee. (2) At least one (1) business day prior to the Close of Escrow, such additional funds as are necessary to pay Lessee's share of proration and closing costs for this Escrow. (3) At least one (1) business day prior to the Close of Escrow, a memorandum, in form and substance reasonably acceptable to Lessor, executed and acknowledged in recordable form by Lessee, reflecting XwhittakeXwhitber8 jdr 22 Lessor's rights under Paragraph 1.(d) to acquire the Release Parcel and under Paragraph 39 with respect to easements. (B) Denoci by &SSX. On or before one (1) business day before the Close of Escrow, Lessor shall deposit a Grant Deed, on Escrow Holder's customary form, conveying title to the Purchase Propertyto Lessee, executed by Lessor and acknowledged in recordable form. (iv)locine C&M. The costs of the Title Policy to be issued to Lessee shall be paid by Lessor. (The additional costs of an ALTA policy shall be governed by Paragraph 13.0)(iii).) Documentary transfer taxes and fees shall be home by Lessee. The escrow fee of the Escrow Holder shall be shared equally by Lessor and Lessee. Each party hereto shall pay its own legal fees and expenses (except as otherwise expressly provided in this Lease) and any other costs which the party incurs. All other costs and expenses shall be allocated among Lessor and Lessee in accordance with customary practice in Los Angeles County, as determined by Escrow Holder. Lessee shall prorate rent hereunderPr dAcurrenton-dclinquent real ps of the Close of roperty taxssor es• rneii. Escrow the cash due Lessorl)on the Closet of Escrow (less oLessolder r Lessor's hareeof Er to scrow closing costs and proration). (k) Right of En - During the Term, Lessee and its agents, employees, contractors, consultants and representatives shall have the right to enter upon the Leasable Property for the purpose of investigating and ins tin the condition of the Leasable Property, including the rightto make such reasonable investigations and.reaonable tests as Lessee may elect, subject to the Wowing: (i) Lessee shall exercise such right of entry with respect to that portion of the Leasable Property not then constituting the Premises only during normal business hours after giving reasonable written notice to Lessor; (ii) Lessee shall not unreasonably interfere with the operation of Lessor (or anyone else) with respect to the Bermite Property (or any Portion thereof) or any other property not then constituting the Premises; and of all reports and other documents relato such ies tests and inspectionsllshallpbe provided to Lessor at no cost or expense to Lessor. \wWftake\wWtbers.jdr 23 Lessee hereby indemnifies and agrees to hold Lessor,.the Premises, the Leasable Property, and the Bermite Property harmless from and against all costs (including, without limitation, attorneys' fees and costs), claims and damages, including without limitation, mechanic's liens arising out'of the activities of Lessee or its agents on the Leasable Property pursuant to this Paragraph. (1) Damage and Destruction of Propgrly�minent Domain. If the Purchase Property or the improvements situated on the Purchase Property are destroyed or damaged prior to the Close of Escrow, and after the exercise of the Purchase Option, Lessee and Lessor shall remain obligated to consummate the purchase and sale of the Purchase Property in accordance with the provisions of this Lease. In the -event of a Partial Taking (as hereinafter defined), Lessee and Lessor shall remain obligated to .consummate the purchase and sale of the Purchase Property in accordance with the provisions of this Lease (subject, of course, to the physical impact of such Partial Taking on such matters as the legal description) provided Lessor shall assign all amounts to which it is entitled, with respect to the Purchase Property, by reason of such eminent domain, to Lessee concurrently with the Close of Escrow. For purposes hereof, "Partial Taking" shall mean the taking of less than the entire Purchase Property by eminent domain. (m) Additional Representations and Warranties. (i) Representations and Warranties of Lessor. Lessor represents and warrants to Lessee the following, as of the date hereof and (unless specified otherwise) as of the Close of Escrow: (A) The execution and delivery of this Lease is, and the execution and. delivery of all documents required of Lessor hereunder when delivered will be, duly authorized. (B) The individuals executing this Lease on behalf of Lessor have the right, power, legal capacity and authority to enter into this Lease on behalf of Lessor and to execute all other documents and take all other actions that may be necessary to perform all of Lessor's obligations hereunder. (ii) Representations and Warranties of Lessee. Lessee represents and warrants to Lessor the following, as of the date hereof, the exercise of the Purchase Option, and the Close of Escrow: (A) The execution and delivery of this Lease, and the execution and delivery of the Exercise Notice and the execution and delivery of all documents required of Lessee under this Lease and under this Paragraph 13, when delivered by Lessee will be, duly authorized. \whiUakAwhitberSJdr 24 The and the xecutin Exercise Notice and all( ot)her documents to -individuals beeexecuted on�sbehalfeof Lessee pursuant to this Lease (including the provisions of this Paragraph 13 have the right, power, legal capacity and authority to enter into this Lease on behalf of Lessee and to execute all other documents (including, without limitation, the Exercise Notice) and take all other actions that may be necessary to perform all of Lessee's obligations under this Lease (including, without limitation, the obligations of Lessee under this Paragraph 13). (i) Conditions Precedent of Lessee. The obligation of Lessee to complete the purchase of the Purchase Property and to close under this Purchase Option is subject to the satisfaction of each of the following conditions (any one of which may be waived in writing by Lessee): (A) Lessor shall perform and comply with all agreements, provisions and conditions required by this Paragraph 13 to be performed or complied with by Lessor prior to or at the time of the Close of Escrow . to issue the Title Policy. (B) The title company shall be ready, willing and able lat th ed er Paragraph 13 comply with the California Subdivision sion Map Act,�and alldrules and regulations promulgated thereunder. If .the above described conditions are not satisfied as of the Close of Escrow, Lessee, at Lessee's option, may terminate this Lease and the Escrow, without further liability of Lessee under this Paragraph 13 and without any waiver of any rights or remedies to which Lessee is entitled. (ii) Conditions Precedent of Lessor. The obligation of Lessor to complete the sale of the Purchase Property and to close under this Purchase Option is subject to the following conditions (any one of which may be waived in writing by Lessor): Lessee shall have agreements, covenants and conditions required byethis Leaserformed en o be nd complied performed or complied with Lessee prior to or at the time of the Close of Escrow. \whiaakelwMtbcrs * 25 (B) The transactions contemplated under this Paragraph 13 comply with the California Subdivision Map Act, and all rules and regulations promulgated thereunder. If the above described conditions have not been satisfied . as of the Close of Escrow, Lessor, at Lessor's option, may terminate this Purchase Option, the Lease, and this , without further liability of Lessor and without any waiver of any rights .or remedies to which Lessor is entitled. 14. Brokers. Each party represents to the other that it has not had any contact or dealings regarding the Premises, the Leasable Property, the Purchase Property, or the Bermite Property, or any communication in connection with the subject matter of the transactions contained in or contemplated under this Lease, through any real estate broker or other person who claim a right to a commission or finder's fee. If any broker or finder makes a claim for a commission or finder's fee based on a contract, dealings, or communications, the party through whom the broker or finder makes its claim shall indemnify, defend with counsel of the indemnified party's choice, and hold the indemnified party harmless from any and all expenses, losses, damages, liabilities and claims, including, without limitation, the indemnified party's attorneys' fees arising out of the broker's or finder's claim. 15. Notice. Except as otherwise specifically set forth in this Lease, all notices, elections, approvals, disapprovals, consents, and communications required or permitted under this Lease shall be in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested. If mailed, each notice or communication shall be deposited in the United States mail, in Los Angeles County, California, and shall be deemed received within two (2) business days after deposit in the United States mail, postage prepaid, addressed to the person to receive such notice or communication at the following address: To Lessor: Whittaker Corporation 10880 Wilshire Boulevard Suite 800 Los Angeles, California 90024 Attention: Office of General Counsel With a Copy To: The Anden Group 1932 Deere Avenue Suite 200 Santa Ana, California 92705 Attention: Stan Brown %vvM take\v&tbedJ& 26 With a Copy To: Pregerson, Richman & Luna 12424 Wilshire Blvd., Suite 900 Los Angeles, CA 90025 Attention: James D. Richman To Lessee: City of Santa Clarita 25663 West Avenue Stanford Santa Clarita, CA 91355 Attention: City Manager With a Copy To: Burke, Williams & Sorensen 611 W. Sixth Street 25th Floor Los Angeles, CA 90017 Attention: Dennis Burke, Esq. 16. Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (a) The vacating or abandonment of the Premises by Lessee. (b) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as and when due, where such failure continues for a period of ten (10) days after written notice thereof. to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee,: other than described in paragraph 16.(b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said 30 - day period and thereafter diligently prosecutes such cure to completion. 17. Remedies. In the event of any such material default or breach by Lessee, Lessor may at any time thereafter, with or without notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default or breach: XwMa&IxXwMaxra,idr 27 (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages incurred by Lessor by reason of Lessee's default including, but not limited to, the cost of recovering possession of the Premises; expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorney's fees, and any real estate commission actually.paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided. (b) Maintain Lessee's right to possession in which case this Lease shall .continue in effect whether or not Lessee shall have abandoned the Premises. In such event, Lessor shall be entitled to enforce all of Lessor's rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder. (c) Pursue any other remedy now or hereafter available to Lessor under all applicable laws. Unpaid installments of rent and other unpaid monetary obligations of Lessee under the terms of this Lease shall bear interest from the date due at the maximum rate then allowable by law. 18. Default by Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor under this Lease within a reasonable time but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then Lessor shall not be in default if Lessor commences performance within such 30 -day period and thereafter diligently prosecutes the same to completion. 19. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called "condemnation"), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs. Except as so provided, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the proportion that the area of the land within the Premises taken bears to the total land area in the Premises. Any award for the taking of all or any part of the Premises under the power of eminent domain or any payment made under threat of the exercise of such power shall be the \Whidzke\whitber8 Jdr 28 property of Lessor, whether such diminution in value of the leasehold damages. The parties hereto waive Procedure 1265.130. ' I I award shall be made as . compensation for or for the taking of the fee, or as severance the provisions of California Code of Civil (a) Lessee shall at any time upon not less than thirty (30) days' prior written notice from Lessor execute, acknowledge and deliver to Lessor a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to Lessee's knowledge, any uncured defaults on the part of Lessor hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. (b) At Lessor's option, Lessee's failure to deliver such statement within such time shall be a material breach of this Lease and shall be conclusive upon Lessee (i) that this Lease is in full force and effect, without modification except as may be represented by Lessor, (ii) that there are no uncured defaults in Lessor's performance, and (iii) that not more than one year's rent .has been paid in advance. 21. Lessor's Liability. The term 'Lessor" as used in this Lease shall mean only the owner or owners of the fee title of the Premises, at the time in question. In the event of any transfer of such title, Lessor (including any successors in interest of the Lessor named herein) shall be relieved of all liability for or arising out of the obligations of Lessor to be performed from and after the date of such transfer, except for any liability of the Lessor arising out of Paragraphs 5 and 13.(g). Subject to the foregoing, the obligations contained in this Lease to be performed by Lessor shall be binding on Lessor's successors and assigns, only during their respective periods of ownership. 22. Severability. The invalidity of any provision of this . Lease. as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 23. Interest on Past -due Obligations. Except as expressly herein provided, any amount due to Lessor not paid when due shall bear interest at the maximum rate then allowable by law from the date due. Payment of such interest shall not excuse or cure any default by Lessee under this Lease. \whittaIxe whidxr8 jdr 29 24. Time of Essence. Time is of the essence. 25. Additional Rent. Any monetary obligations of Lessee to Lessor under the terms of this Lease shall be deemed to be rent. 26. Incorporation of Prior Agreements; Amendments. This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by all parties in interest at the time of the modification. Except asotherwise stated in this Lease, Lessee hereby acknowledges that neither Lessor nor any employees or agents or representatives of Lessor has made any oral or written warranties or representations to Lessee with respect to the condition or use by Lessee of the Premises and Lessee acknowledges that Lessee assumes all responsibility for the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease. 27. Waivers. No waiver by Lessor of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Lessee of the same or any other provision. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver of any preceding breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular rent so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such rent. 28. Holding Over. If Lessee, with Lessor's consent, remains in possession of the Premises or any part thereof after the expiration of the term hereof, such occupancy shall be a tenancy from month to month upon all the provisions of this Lease pertaining to the obligations of Lessee, but all options, if any, granted under the terms of this. Lease shall be deemed terminated and be of no further effect during said month to month tenancy. 29. Cumulative Remedies. Nc deemed exclusive but shall, wherever remedies at law or in equity. remedy or election hereunder shall be possible, be cumulative with all other 30. Covenants and Conditions. Each provision of this Lease performable by Lessee shall be deemed both a covenant and a condition. 31. Binding Effect; Choice of Law. Subject to any provisions hereof restricting assignment or subletting by Lessee and subject to the provisions of \whiU&bAwhitber8 J& 30 Paragraph 38, this Lease shall bind the parties, their personal representatives, successors and assigns. This Lease shall be governed by, and construed in accordance with, the laws of the State of California. 32. subordination. (a) This Lease, at Lessor's option, shall be subordinate .to any ground lease, mortgage, deed of trust, or any other hypothecation or security hereafter placed upon the real property of which the.Premises are a part and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that, concurrently with such subordination, the holder of each such' encumbrance to which the Lease is being subordinated enters into a commercially reasonable nondisturbance agreement with Lessee pursuant to which Lessee's rights under this Lease (including, without limitation, the Options) shall be recognized so long as Lessee is not in default, pays rent, and otherwise observes and performs the its obligations under this Lease and such holder agrees to terminate its interest in the Purchase Property upon its purchase by Lessee pursuant to this Lease. Notwithstanding such subordination, Lessee's right to quiet possession of the Premises and its. Options shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. execute and deliver Subject ny documentsrreason reasonably requirevisions of d to effectuate an attLessee o nmenees t or a subordination of this Lease, or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as required pursuant to Paragraph 32.(a) above. Lessee's failure to execute or deliver such documents within 10 days after written demand shall constitute a material default by Lessee hereunder. If Lessee fails to execute such documents, then Lessor shall be entitled to execute such documents on behalf of Lessee as lessee's attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to execute such documents in accordance with this Paragraph 32.(b). 33. Attorney's EM- If either party hereto brings an action to enforce the terms hereof or to declare rights hereunder or any other action at law or in equity with respect to this Lease, the prevailing party in any such action shall be entitled %whiaahXwhitber8_* 31 to its reasonable attorney's fees to be paid. by the losing party as fixed by the court. 34. Lessor's Access._ Lessor and Lessor's agents shall have the right to enter the Premises at reasonable times for the purpose of inspecting the same, and showing the same to prospective purchasers, lenders, lessees, and others with whom Lessor has or may have business dealings. 35. Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, or a termination by Lessor, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subtenancies or may, at the option of Lessor, operate as. an assignment to Lessor of any or all of such subtenancies. 36. Consents. Subject . to the . express provisions, standards, and requirements set forth in this Lease, wherever in this Lease the consent of one party is required to an act of the other party, such consent shall not be unreasonably withheld. 37. Quiet Possession. Upon Lessee paying the rent for the Premises and observing and performing all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession of the Premises for the entire term hereof subject to all of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor represent and warrant to Lessee that they are fully authorized and legally capable of executing this Lease on behalf of lessor and that such execution is binding upon all parties holding an ownership interest in the Premises. 38. Qptions. (a) Definition. As used in this paragraph the word "Options" has the following meaning: renew this Lease; (i) the right or option to extend the term of this Lease or to (ii) the right or option to purchase the Leasable Premises or a portion thereof pursuant to Paragraph 13 hereof. (b) Qptions Personal. Each Option granted to Lessee in this Lease are personal to Lessee and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Lessee, provided, however, the Option may be exercised by or assigned to any Lessee Affiliate as defined in \Wivaakc\Whiaxra * 32 Paragraph ll.(b) of this Lease. The Options herein granted to Lessee are not assignable separate and apart from this .Lease. (i) Lessee shall have no right to exercise an Option, notwithstanding any provision in the grant of any Option to the contrary, (A) during the time commencing from the date Lessor gives to Lessee a notice of default pursuant to Paragraph 16.(c) and continuing until the default alleged in said notice of default is cured, or (B) during the period of time commencing on the day after a monetary obligation to Lessor is due from Lessee and unpaid (without any necessity for notice thereof to Lessee). and continuing until the obligation is paid. (ii) Lessee's inability to exercise an Option by reason of the provisions of this Paragraph 38 shall not extend or increase the period of time within which an Option may be exercised. (iii) All rights of Lessee under the provisions of an Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and during the term of this Lease, (1) Lessee fails to pay to Lessor a monetary obligation of Lessee for a period of 10 days after such obligation becomes due (without any necessity of Lessor to give notice thereof to Lessee), or (2) Lessee fails to commence to cure a default specified in Paragraph 16.(c) within 30 days after the date that Lessor gives notice to. Lessee of such default and/or Lessee fails thereafter to diligently prosecute said cure to completion. (iv) All Options contained in this Lease terminate and shall have no further force or effect upon the expiration of the Term or any termination of this Lease. (a) For the Benefit of Lessee. Lessee shall be entitled to use the nonexclusive access easements described in Exhibit J and Exhibit J-1 hereof for the benefit of the Premises during the Term and, after its purchase by Lessee, for the benefit of the Purchase Property, provided that such use shall not unreasonably interfere with the use and development of the property which is burdened by such easement. Lessee shall construct, at its sole cost and expense, such improvements as Lessee shall require for the use of the access easement, subject to the approval of. Lessor, which approval shall not be unreasonably withheld. Lessor shall be entitled to relocate such easements at its sole cost and expense, upon written notice to Lessee, in which case Lessee shall execute, have \v&Uakelwbitber8.jdr 33 acknowledged in recordable form, and deliver such instruments as Lessor shall reasonably request to effect such relocation of the easements. The access easement described in this Paragraph shall be conveyed by an instrument, in the same form and _ substance as Exhibit K attached hereto, concurrently with the execution of this Lease. If Lessee does not exercise the Purchase Option pursuant to this Agreement, then Lessee shall execute, have acknowledged in recordable form, and deliver such instruments as Lessor shall reasonable request to expunge the easements granted hereby. (b) For the Benefit of Lessor. Lessor reserves to itself the right, from time to time, to grant such easements, rights and dedications that Lessor deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of, the Premises by Lessee as a commuter rail station. Lessee shall sign any of the aforementioned documents upon request of Lessor and failure to do so shall constitute a material breach of this Lease. In addition, after the Close of Escrow and for a period of twenty (20) years from the date of the Close of Escrow, Lessee, as the owner of the Purchase Property shall grant from time to time; upon the written request of Lessor and any successor in interest of Lessor in the Bermite Property (or any portion thereof) any easements and rights that are reasonably necessary for or in connection with the development of the Bermite Property (or any portion thereof), so long as such easements and rights do not unreasonably interfere with the use of the Purchase Property by Lessee as a commuter rail station. This Paragraph 39 shall survive the Close of Escrow and shall be binding upon Lessee's successors in interest in the Property. 40. Memorandum. Concurrently herewith, the parties hereto shall execute, have acknowledged in recordable form, and shall deliver to Lessee a memorandum of this Lease, in the same form and substance as Exhibit L attached hereto ("Memorandum"), and Lessee shall execute, have acknowledged in recordable form, and shall irrevocably deliver to Escrow Holder, the quitclaim deed in the same form and substance as Exhibit M attached hereto ("Quitclaim") and a Purchase Option Premises Release, in the same form and substance as Exhibit N attached hereto ("Option Release"). Lessee shall have the right to record the Memorandum at any time prior to the expiration or termination of this Lease and the Options. Lessee shall cause Escrow Holder to record such Quitclaim and shall take any other action that Lessor reasonably requests to expunge the Memorandum as a matter of record and to relinquish its interest in the Leasable promptly upon the expiration or termination of this Lease. In addition, Lessee shall execute, acknowledge, deliver and have recorded in the Official Records of Los Angeles County, the Option Release, and shall take any other action that Lessor reasonably requests to expunge the Purchase Option as a matter of record and to relinquish its Purchase Option rights, promptly upon the expiration or lwhiU&kolwbitber8.jdr 34 termination of the Purchase Option. Finally, Lessee shall execute, acknowledge, deliver and record in the Official Records of Los Angeles County any other instruments that Lessor may reasonably request to reflect the specific portion of the Leasable Premises to which the Purchase Option relates when that specific portion is ascertained pursuant to the provisions of this Lease. 41. Preliminary Environmental Assessment. Lessor has commenced the preparation of a Preliminary Environmental Assessment ("PEA") and shall use its reasonably efforts to cause the PEA to be completed as soon as possible. In addition, Lessee shall have the right to cancel the Lease by written notice to Lessor, within thirty (30) days after receipt of the completed PEA and a notice from Lessor identifying any remedial recommendations of the DTSC which Lessor will not perform and the reasons therefor ("Remedial Notice"), if Lessee reasonably objects to the environmental condition of the Leasable Premises as such condition is reflected in the PEA or to the remedial measures required by DTSC in connection with the PEA, or to the remedial measures which Lessor refuses to perform under the Remedial Notice. Lessor shall perform all mandatory remedial measures which the Department of Toxic Substance Control ("DTSC") requires in connection with the findings of the PEA for the Leasable Premises and any other remedial recommendations of the DTSC made in connection with the findings of the PEA with respect to the Leasable Premises which Lessor does not reject pursuant to the Remedial Notice. 42. Lender Approval. Lessee acknowledges that Lessor's lender ("Lender"), Security Pacific Bank or its successor, Bank of America, must approve this Lease pursuant to its loan agreements with Lessor. While the Lender has given Lessor every indication that such approval will be forthcoming, changes to the Lease required by the Lessee during the days immediately preceding the execution of this Lease have not been formally reviewed or. approved by the Lender. Therefore, Lessor is executing this Lease, subject to the final approval of the Lender, which approval shall be deemed to have occurred within forty - five (45) days from the date this Lease is fully executed, unless Lessor notifies Lessee of the Lender's disapproval in writing within such time period. If Lender disapproves this Lease and Lessor notifies Lessee of such disapproval within the forty-five (45) day time period, this Lease shall be .cancelled. Prior. to such approval, Lessee shall take such action with respect to the design, development \whittake\whitber8 Jdr 35 and construction of the commuter rail station and related facilities and with respect to the Premises at its sole risk. IN WITNESS WHEREOF, the parties have executed this Lease on the day and year first above written. WHITTAKER CORPORATION By: Its: CITY OF SANTA CLARITA By:. lwhitt&Wwhitber8.jdr 36 r EXHIBIT A 1 Bermite Property PARCEL 1: THAT PORTION OF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE CENTER LINE OF THAT PORTION OF THE STATE HIGHWAY, KNOWN AS THE MINT CANYON ROAD, SAID POINT BEING DESIGNATED POINT "C", IN DEED FROM THE NEWHALL LAND AND FARMING COMPANY, TO LOS ANGELES COUNTY, RECORDED IN BOOK 6322 PAGE 19, OF DEEDS; IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID CENTER LINE SOUTH 83 DEGREES 11 MINUTES WEST 0.86 OF A FOOT; THENCE SOUTH 6 DEGREES 49 MINUTES EAST, 25 FEET TO THE TRUE POINT OF BEGINNING, SAID TRUE POINT OF BEGINNING BEING THE INTERSECTION OF THE SOUTHERLY LINE OF SAID STATE HIGHWAY, AND THE NORTHERLY LINE OF THE SOUTHERN PACIFIC RAILROAD RIGHT OF WAY, AS PER DEED RECORDED IN BOOK 1235 PAGE 2 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;. THENCE ALONG THE NORTHWESTERLY AND -NORTHEASTERLY -LINE OF SAID.RAILROAD RIGHT OF WAY, IN A GENERAL WESTERLY DIRECTION TO A RADIAL LINE OF SAID NORTHEASTERLY LINE WHICH PASSES THROUGH THE SOUTHEASTERLY END OF A SINGLE BENT CATTLE PASS 15 FEET LONG NO. 448-E, AS RECITED IN DEED RECORDED IN BOOK 4016 PAGE 277, OFFICIAL RECORDS, IN -THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID RADIAL LINE NORTH 19 DEGREES 10 MINUTES 08 SECONDS EAST 20 FEET; THENCE WESTERLY. ALONG A CURVE CONCAVE TO THE NORTH CONCENTRIC WITH THE AFOREMENTIONED NORTHEASTERLY LINE OF RIGHT OF WAY 214.64 FEET TO THE END OF SAID CURVE; THENCE CONTINUING ALONG A LINE 20 FEET NORTHEASTERLY FROM AND PARALLEL WITH SAID NORTHEASTERLY LINE OF RIGHT OF WAY, NORTH 61 DEGREES O6 MINUTES 40 SECONDS WEST 191.02 FEET; THENCE NORTH 11 DEGREES 46 MINUTES 40 SECONDS WEST 96:94 FEET; THENCE NORTH 74 DEGREES 53 MINUTES 10 SECONDS WEST 112.96 FEET; THENCE SOUTH 67 DEGREES 53 MINUTES 50 SECONDS -WEST, 65.96 FEET TO A LINE 20 FEET NORTHEASTERLY FROM AND PARALLEL WITH THE AFOREMENTIONED NORTHEASTERLY LINE OF RIGHT OF WAY; THENCE WESTERLY ALONG SAID PARALLEL ZINE DISTANT 854.31 FEET TO THE SOUTHWESTERLY PROLONGATION OF A RADIAL LINE OF THE CURVE IN THE SOUTHWESTERLY LINE OF THE AFOREMENTIONED STATE HIGHWAY (SAID CURVE BEING CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 2525 FEET, AND SAID RADIAL LINE HAVING A BEARING OF SOUTH 37 DEGREES 24 MINUTES 32 SECONDS WEST); THENCE ALONG SAID PROLONGATION NORTH 37 DEGREES 24 MINUTES 32 SECONDS EAST, 610.15 FEET TO SAID SOUTHWESTERLY LINE OF SAID STATE HIGHWAY; THENCE EASTERLY ALONG THE LAST DESCRIBED CURVE THROUGH AN ANGLE OF 44 DEGREES 13 MINUTES 32 SECONDS A DISTANCE OF 1949 FEET TO THE EASTERLY END OF SAID CURVE; THENCE ALONG THE SOUTHERLY LINE OF SAID STATE HIGHWAY NORTH 83 DEGREES 11 MINUTES EAST, 487.06 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THOSE PORTIONS CONVEYED TO LOS ANGELES COUNTY FOR ROADS. PARCEL 2: THAT PORTION OF THE RANCHO SAN .FRANCISCO, IN THE CITY OF SANTA CLARITA, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LOT 62, OF ST. JOHN'S SUBDIVISION, AS PER MAP RECORDED IN BOOK 196 PAGE 304 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE EASTERLY BOUNDARY LINE OF RANCHO SAN FRANCISCO NORTH 1 DEGREES 31 MINUTES 25 SECONDS EAST, 276.88 FEET TO A POINT DESIGNATED STATION NO. 6 OF RANCHO SAN FRANCISCO; THENCE NORTH 89 DEGREES 59 MINUTES 00 SECONDS WEST 4,633.40 FEET; THENCE NORTH 25 DEGREES 23 MINUTES 45 SECONDS EAST 433.40 FEET; THENCE NORTH 34 DEGREES 56 MINUTES 05 SECONDS WEST, 2 EXHIBIT A Bermite Property 703.93 FEET TO THE. TRUE POINT OF BEGINNING; THENCE SOUTH 34 DEGREES 56 MINUTES 05 SECONDSEAST 703.93 FEET;. THENCE SOUTH 25 DEGREES 23 MINUTES 45 SECONDS WEST ' 433.40 FEET; THENCE SOUTH 89 DEGREES 59 MINUTES 00 SECONDS EAST 308.40 FEET; THENCE NORTH 25 DEGREES 21 MINUTES 00 SECONDS EAST 570 FEET; THENCE NORTH 34 DEGREES 58 MINUTES 50 SECONDS WEST 703.93 FEET; THENCE NORTH -35 DEGREES 40 MINUTES 25 SECONDS WEST, 1,018 FEET MORE OR LESS, TO THE SOUTHEASTERLY RIGHT OF WAY LINE OF THE SOUTHERN PACIFIC RAILROAD; THENCE SOUTHWESTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF THE SOUTHERN PACIFIC RAILROAD TO A POINT WHICH BEARS NORTH 35 DEGREES 37 MINUTES 40 SECONDS WEST, FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 35 DEGREES 37 MINUTES 40 SECONDS EAST, 878.59 FEET MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPT ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES LYING UNDER AND BENEATH SAID LAND, TOGETHER WITH THE RIGHT TO ENTER UPON SAID REAL PROPERTY TO EXPLORE, DRILL FOR, AND EXTRACT SAME, INCLUDING THE RIGHT TO DRILL FOR, AND USE WATER NECESSARY IN CONNECTION WITH SAID OPERATIONS, AND RIGHT OF INGRESS AND EGRESS TO, OVER, ACROSS, .AND UPON SAID REAL PROPERTY, AND THE RIGHT TO ERECT, AND USE SUCH TANKS, MACHINERY, PIPE LINES AND BUILDINGS, AS MAY BE NECESSARY IN CONNECTION WITH SAID OPERATIONS, AS RESERVED IN.THE DEED FROM JULIUS.R. SCHWARTZ, AND WIFE, RECORDED JULY 23, 1951 IN BOOK 36817 PAGE 287, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 3: THAT PORTION OF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA.CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO LOS ANGELES POWDER COMPANY, RECORDED IN BOOK 43 PAGE 73, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID.COUNTY; THENCE SOUTH -86 DEGREES 12 MINUTES 40 SECONDS WEST, 2,925.28 FEET TO THE EASTERLY LINE OF TRACT NO. 1801, AS PER MAP RECORDED IN BOOK 21 PAGES 158 AND 159 OF MAPS, IN THE OFFICEOFTHE COUNTY RECORDER OF.SAID COUNTY; THENCE SOUTHERLY ALONG'SAID EASTERLY -LINE TO THE NORTHERLY LINE OF LOT 60, OF THE ST. JOHN SUBDIVISION, AS PER MAP RECORDED IN BOOK 196 PAGE 304, OF MISCELLANOEUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; -THENCE EASTERLY ALONG SAID NORTHERLY LINE TO THE SOUTHWESTERLY LINE OF SAID PARCEL OF LAND, DESCRIBED IN THE DEED RECORDED -IN BOOK 43 PAGE 73, OFFICIAL RECORDS; THENCE ALONG SAID SOUTHWESTERLY LINE NORTH 60 DEGREES 06 MINUTES WEST, TO AN ANGLE POINT THEREIN; THENCE ALONG'SAID SOUTHWESTERLY LINE NORTH 41 DEGREES 52 MINUTES WEST 234.34 FEET, AND NORTH 19 DEGREES 19 MINUTES 40 SECONDS WEST, 343.03 FEET TO THE POINT OF BEGINNING. . EXCEPT THEREFROM AN UNDIVIDIED 3 PER CENT OF ALL THE OIL, GAS, OTHER HYDROCARBON SUBSTANCES, AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO LOS ANGELES HOME COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO. 852, IN BOOK 29022 PAGE 337, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5 PER CENT OF ALL THE OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA COLEMAN, A WIDOW, BY DEED RECORDED FEBRUARY 21, 1949 AS INSTRUMENT NO. 802, IN BOOK 29421 PAGE 270, OFFICIAL RECORDS, IN THE -OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXHIBIT A 3 Bermite Property PARCEL 4: PART OF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND PART OF ST. JOHN'S SUBDIVISION OF THE RANCHO SAN FRANCISCO, AS PER MAP RECORDED IN BOOK 196 PAGE 306, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS .FOLLOWS: BEGINNING AT A POINT DISTANT DISTANT NORTH 9 DEGREES 11 MINUTES WEST, 408.50 FEET AND NORTH 86 DEGREES 12 MINUTES 40 SECONDS EAST, 2,925.58 FEET FROM THE SOUTHEAST CORNER OF BLOCK 15 OF TRACT NO. 1801, AS PER HAP RECORDED IN BOOK 21 PAGES 158 .AND 159 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 19 DEGREES 19 MINUTES 40 SECONDS EAST, 343.03 FEET TO A POINT ON THE NORTHERLY LINE OF A ROAD; THENCE ALONG SAID NORTHERLY LINE SOUTH 41 DEGREES 52 MINUTES EAST, 234.34 FEET; THENCE ALONG SAID NORTHERLY LINE SOUTH 60 DEGREES 06 MINUTES 06 SECONDS EAST 727.59 FEET; THENCE ALONG SAID NORTHERLY LINE 69 DEGREES 29 MINUTES EAST 1,653.48 FEET; THENCE ALONG SAID NORTHERLY LINE NORTH 86 DEGREES 51 MINUTES EAST 153.33 FEET; THENCE NORTH 25 DEGREES 21 MINUTES .EAST 1,288.62 FEET; THENCE NORTH 34 DEGREES 58 MINUTES 50 SECONDS WEST 703.93 FEET; THENCE NORTH 35 DEGREES 40 MINUTES 25 SECONDS WEST, 894.02 FEET, MORE OR LESS, TO A POINT ON THE SOUTHERLY LINE OF THE RIGHT OF WAY OF THE SOUTHERN PACIFIC RAILROAD, THENCE FOLLOWING -THE SOUTHERLY LINE OF SAID RIGHT OF WAY TO A POINT NORTHWESTERLY 476.48 FEET FROM THE POINT OF -INTERSECTION OF THE SOUTHWESTERLY LINE OF THE SOUTHERN PACIFIC RAILROAD RIGHT OF WAY, AND A RADIAL LINE THROUGH THE SOUTHEASTERLY END OF A SINGLE BENT CATTLE PASS 15 FEET LONG, AND DESCRIBED AS NO. 448-E, IN THE DEED FROM THE NEWHALL LAND, AND FARMING COMPANY, ACORPORATION, TO R. A. BAKER, RECORDED IN BOOK 4055 PAGE 131, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BENEATH THE SAID SOUTHERLY PACIFIC RAILROAD; THENCE FROM SAID POINT, SOUTH 51 DEGREES 52 MINUTES WEST, 839.90 FEET TO THE SOUTHEASTERLY LINE OF THAT CERTAIN RESERVOIR WHICH WAS RESERVED, AND EXCEPTED IN DEED RECORDED IN BOOK 4055 PAGE 131, OFFICIAL RECORDS ABOVE; THENCE SOUTH 8 DEGREES 29 MINUTES 50 SECONDS WEST 173.49 FEET, SOUTH 80 DEGREES 35 MINUTES 10 SECONDS WEST 91.10 FEET, SOUTH 57 DEGREES 54 MINUTES 10 SECONDS WEST 232.35 FEET, ALONG SAID SOUTHEASTERLY BOUNDARY LINE OF AFORESAID RESERVOIR; THENCE SOUTH 8 DEGREES 00 MINUTES 10 SECONDS WEST, TO THE POINT.OF BEGINNING. PARCEL 5: THAT PORTION OF LOT 62, OF ST. JOHN SUBDIVISION, IN THE CITY OF SANTA'CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 196 PAGE 304 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTYRECORDER OF SAID .COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF SAID LOT 62, WITH THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED TO THE LOS ANGELES POWDER COMPANY, RECORDED IN BOOK 43 PAGE 73, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID WEST LINE TO THE NORTH LINE OF. TRACT NO.. 1079, AS PER MAP RECORDED IN BOOK 18 PAGE 155 OF MAPS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE EAST ALONG THE NORTH LINE OF SAID TRACT NO. 1079, TO THE EAST LINE OF THE RANCHO SAN FRANCISCO; THENCE NORTHERLY ALONG SAID EAST LINE TO THE NORTH LINE OF SAID LOT 62; THENCE WEST ALONG THE LAST MENTIONED NORTH LINE TO THE SOUTHEAST LINE OF THE LAND DESCRIBED IN SAID DEED, RECORDED IN BOOK 43 PAGE 73, r EXHIBIT A 4 Bermite Property OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTHWESTERLY AND WESTERLY ALONG THE SOUTHEASTERLY AND SOUTHERLY BOUNDARY OF THE LAND DESCRIBED IN SAID DEED TO THE POINT OF BEGINNING. EXCEPT THE WEST 2640 FEET OF THE SOUTH 3,300 FEET THEREOF ALSO EXCEPT THEREFROM THAT PORTION THEREOF DESCRIBED AS BEGINNING AT A POINT ON THE NORTH LINE OF LOT "A", OF TRACT NO. 1079, AS PER MAP RECORDED IN BOOK 18 PAGE 155 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,. DISTANT EASTERLY THEREON 2,640 FEET FROM ITS INTERSECTION WITH THE WEST LINE OF SAID LOT 62; THENCE NORTHERLY AND PARALLEL WITH SAID WEST LINE, 2,617 FEET. MORE OR LESS, TO THE NORTHERLY LINE OF THE SOUTH 160 ACRES OF THAT PORTION OF SAID LOT 62, WHICH IS BOUNDED ON THE SOUTH BY SAID NORTH LINE OF SAID LOT "A", AND ON THE WEST BY A LINE PARALLEL WITH THE WEST LINE OF SAID LOT 62, WHICH PASSES THROUGH A POINT IN SAID NORTH LINE OF SAID LOT "A", DISTANT EASTERLY. ALONG SAID NORTH LINE 2,640 FEET FROM SAID WEST LINE OF LOT 62; THENCE EASTERLY ALONG THE NORTH LINE OF SAID SOUTH 160 ACRES, 2,706 FEET MORE OR LESS, TO THE EAST LINE OF SAID LOT 62; THENCE SOUTHERLY ALONG THE EAST LINE, 2,618 FEET MORE OR LESS, TO THE NORTH LINE OF SAID LOT "A"; THENCE WEST ALONG SAID NORTH LINE 2,640 FEET MORE OR LESS, TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN THE STRIP OF LAND 100 FEET WIDE, DESCRIBED IN PARCEL 1 OF THE FINAL DECREE OF CONDEMNATION ENTERED IN CASE NO. 450186, SUPERIOR COURT OF SAID COUNTY, A COPY OF SAID DECREE BEING RECORDED FEBRUARY 21, 1941 IN BOOK 18154 PAGE 157, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPTING THEREFROM THE NORTH 641.74 FEET OF .THE EAST 641.74 FEET OF SAID LOT 62, SAID DISTANCES BEING MEASURED ALONG THE EAST AND NORTH LINES RESPECTIVELY OF SAID LOT. ALSO EXCEPT THEREFROM AN UNDIVIDED 3 PER CENT. OF ALL THE OIL, GAS, OTHER HYDROCARBON SUBSTANCES, AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO LOS ANGELES HOME COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO. 852, IN BOOK 29022 PAGE 337, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5 PERCENT OF ALL THE OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA COLEMAN, A WIDOW, BY DEED RECORDED FEBRUARY. 21, 1949 AS INSTRUMENT NO. 802, IN BOOK 29421 PAGE 270, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 6: THE WEST 2,640 FEET OF THE SOUTH 3,300 FEET OF LOT 62, OF ST. JOHN'S SUBDIVISION OF RANCHO SAN .FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIAi AS PER MAP RECORDED IN BOOK 196 PAGE 304, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID _COUNTY. EXCEPT THAT PORTION LYING WITHIN LOT 48 OF TRACT NO. 34144. ALSO EXCEPT THEREFROM AN UNDIVIDED 3 PER CENT OF ALL THE OIL, GAS, OTHER EXHIBIT A s Bermite Property HYDROCARBON SUBSTANCES, AND MINERALS, IN AND UNDER SAID LAND,. AS GRANTED TO LOS ANGELES HOME COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO. 852, IN BOOK 29022 PAGE 337, OFFICIAL RECORDS, IN THE OFFICE OF THE . COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5 PER CENT OF ALL THE OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA COLEMAN, A WIDOW, BY DEED RECORDED FEBRUARY 21, 1949 AS INSTRUMENT NO. 802, IN BOOK 29421 PAGE 270, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 7: THATPORTIONOF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE EASTERLY LINE OF TRACT NO. 1801, AS PER MAP RECORDED IN BOOK 21 PAGES 158 AND1S9OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, WITH THE NORTHERLY LINE OF LOT 60, OF THE ST. JOHN SUBDIVISION, AS PER MAP RECORDED IN BOOK 196 PAGE 304 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE EASTERLY ALONG SAID NORTHERLY LINE TO THE SOUTHWESTERLY LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO. THE LOS ANGELES POWDER COMPANY, A CORPORATION, RECORDED IN BOOK 43 PAGE 73, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 60 DEGREES 06 MINUTES EAST, TO AN ANGLE POINT THEREIN; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 69 DEGREES 29 MINUTES EAST, TO THE EASTERLY LINE OF SAID LOT 60, OF THE ST. JOHN SUBDIVISION; THENCE SOUTHERLY ALONG SAID LAST MENTIONED EASTERLY LINE TO THE SOUTHERLY LINE OF SAID LOT 60; THENCE WESTERLY ALONG.SOUTHERLY LINE TO SAID EASTERLY LINE OF TRACT NO. 1801; THENCE IN A GENERAL NORTHWESTERLY DIRECTION FOLLOWING THE BOUNDARY LINES OF SAID TRACT NO. 1801, TO THE.POINT OF BEGINNING. EXCEPT THEREFROM AN UNDIVIDED 3 PER CENT OF.ALL THE OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO LOS ANGELES HOME COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO. 852, IN BOOK 29022 PAGE 337, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5 PER CENT OF ALL THE OIL, GAS, OTHER HYDROCARBON SUBSTANCES, AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA COLEMAN, A WIDOW, BY DEED RECORDED FEBRUARY 21, 1949 AS INSTRUMENT NO. 802, IN BOOK 29421 PAGE 270, OFFICIAL RECORDS. PARCEL 8: THAT PORTION OF THE RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOUNDED AS FOLLOWS: ON THE SOUTH BY THE NORTH LINE OF LOT 62, OF ST. JOHN SUBDIVISION, AS PER -MAP RECORDED IN BOOK 196 PAGES 304 THROUGH 309 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; ON THE NORTHEAST BY THE SOUTHEAST PROLONGATION OF THAT CERTAIN COURSE HAVING A BEARING OF NORTH 34 DEGREES 58 MINUTES 50 SECONDS WEST, AND A LENGTH OF 703.93 FEET AS DESCRIBED IN DEED TO BERMITE POWDER COMPANY, RECORDED JULY 23, 1951 AS INSTRUMENT NO. 1546, IN BOOK r EXHIBIT A 6 Bermite Property 36817 PAGE 285, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ON THE NORTHWEST BY THE SOUTHEAST LINE OF THE BERMITE POWDER COMPANY, AS SAID LINE NOW EXISTS BEING A LINE DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SAID LOT 62, WITH THE SOUTHEAST LINE OF LAND DESCRIBED IN BOOK 43 PAGE 75, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHEAST LINE NORTH 25 DEGREES 23 MINUTES 45 SECONDS EAST 263.02 FEET; THENCE ALONG THE SOUTH LINE OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 16 WEST, IN SAID RANCHO SAN FRANCISCO SOUTH 89 DEGREES 59 MINUTES EAST 308.40 -FEET; THENCE NORTH 25 DEGREES 21 MINUTES EAST, 570 FEET TO AN ANGLE POINT IN THE LINE OF SAID LAND DESCRIBED IN BOOK 36817 PAGE 285, OF SAID OFFICIAL RECORDS. EXCEPT 50 PER CENT OF ALL OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING IN AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM DOMENICO GHIGGIA AND MARY GHIGGIA, HUSBAND AND WIFE, IN DEED RECORDED NOVEMBER 22, 1955 IN BOOK 49589 PAGE 170 OF SAID OFFICIAL RECORDS. PARCEL 9: THAT PORTION OF LOT 62, ST. JOHN'S SUBDIVISION OF PART OF RANCHO SAN FRANCISCO, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 196 PAGE 304 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF LOT "A", TRACT NO. 1079, AS PER MAP RECORDED IN BOOK 18 PAGE 155OF'MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DISTANT EASTERLY THEREON 2640 FEET FROM ITS INTERSECTION WITH THE WEST LINE OF SAID LOT. 62; THENCE NORTHERLY AND PARALLEL WITH SAID WEST LINE 2,617 FEET MORE OR LESS, TO A LINE PARALLEL WITH THE NORTH LINE OF SAID LOT "A", AND DISTANT NORTHERLY THEREFROM A SUFFICIENT DISTANCE TO INCLUDE 160 ACRES OF LAND WITHIN THE PARCEL OF LAND HEREIN DESCRIBED; THENCE EASTERLY PARALLEL WITH SAID NORTH LINE OF LOT "A"; TO THE EASTERLY LINE OF SAID LOT 62, 2,706 FEET MORE OR LESS, TO THE EAST LINE OF SAID LOT 62; THENCE SOUTHERLY ALONG SAID EAST LINE 2,618 FEET MORE OR LESS, TO THE NORTH LINE OF SAID LOT "A"; THENCE WEST ALONG SAID NORTH LINE 2,640 FEET MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT THEREFROM AN UNDIVIDED 3 PER CENT OF ALL THE OIL, GAS, OTHER HYDROCARBON SUBSTANCES, AND MINERALS, INANDUNDER SAID LAND, AS GRANTED TO LOS ANGELES HOME COMPANY, A CORPORATION, BY DEED RECORDED FEBRUARY 10, 1949 AS INSTRUMENT NO. 852, IN BOOK 29022 PAGE 337, OFFICIAL RECORDS, IN THE OFFICE. OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM AN UNDIVIDED 0.5 PER CENT OF ALL THE OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND MINERALS, IN AND UNDER SAID LAND, AS GRANTED TO NORMA COLEMAN, A WIDOW; BY DEED RECORDED FEBRUARY 21, 1949 AS INSTRUMENT NO. 802, IN BOOK 29421 PAGE 270, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 10: 1l EXHIBIT A Bermite Property LOT 48 OF TRACT NO. 34144, IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED -IN BOOK 969 PAGES 15 TO 2C INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. q Q" ii r EXHIBIT A Bermite Property 4 1 � r: 1 � x •yl. a: 1 ' 1 1 i f t I 1 n il - 1 -; 1 1 � 1 1 t i Hill � i.wTI•n.0m; I l � e '11 Ile1 �t1�1{1111 Ip e�. I 1 pip I I,. J 11111 j Y �ii III IU 1 tic i is ai I l inI 1 IIIII Illil :IIIIILIIIIIIIA { � 1 t lot` -----�- A: 1 w az a.r. rae�.a.•rsoa-�. r a N�jI A EXHIBIT B Initial Premises THAT PORTION OF PARCEL 1 OP INSTRUMENT NUMBER 91-1170920, RECORDED JULY 29, 1991 IN THE CITY OF SANTA CLARITA, COUNTY OF LOS ANOFIMS, STATE OF CALIFORNIA, RWORDS OF SAID COUNTY DESCRIBED AS FOLLOWS, TYIN—PA"pf 3M AT THE NORTHWESTERLY CORNER OF SAID PARCEL 1 OF INSTRUMENT NO. 91.1170920 ALSO BEING A POINT ON A 2,535 FOOT RADIUS CURVE, CONCAVE NORTHEASTERLY IN THE SOUTHERLY LINE OF SOLEDAD CANYON ROAD, 120 FEET WIDE AS SAME EXISTED ON FEBRUARY 24,1992, A RADIAL TO SAID CURVE BEARS NORTH 37 DEGREES 28 MINUTES 02 SECONDS EAST; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF I DEGREE 52 MINUTES 33 SECONDS A DISTANCE OF 83.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF SOLEDAD CANYON ROAD. SOUTH 37 DEGREES 33 MINUTES 29 SECONDS WEST, 232.70 FEET; THENCE SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST, 174.83 FEET; THENCE NORTH 22 DEGREES 32 MD MM 44 SECONDS EAST, 200.99 FEET TO SAID SOUTHERLY LINE OF SOLEDAD CANYON ROAD ALSO BEING A POINT ON SAID 2,535 FOOT -RADIUS CURVE WITH A RADIAL BEARING OF NORTH 32 DEGREES 56 MINUTES 49 SECONDS EAST; THENCE CONTINUING EASIERLY ALONG SADA CURVE THROUGH A CENTRAL ANGLE OF 9 DEGREES 05 MINUTES 09 SECONDS A DISTANCE OF 402.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF SOLEDAD CANYON ROAD. SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST, 292.00 FEET; THENCE SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST, 221.88 FEET; THENCE SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST, 35.00 FEET; THENCE.SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST, 37.00 FEET; THENCE SOUTH 3 DEGREES 34 MMM 30 SECONDS WEST, 69.79. FEET; THENCE NORTH 67 DEGREES 27 MINUTES 16 SECONDS WEST, 864.81 FEET; THENCE NORTH 10 DEGREES 14 MINUTES 58 SECONDS WEST. 65.49; THENCE NORTH 67 DEGREES 27 MINUTES 16 SECONDS WEST, 85.93 FEEL' TO 7M NORTHWESTERLY LINE OF SAID PARCEL 1; THENCE NORTH 37 DEGREES 33 MINUTES 29 SECONDS PAST, 437.76 FEET ALONG SAID NORTIiWESTERLY LINE OF PARCEL 1 TO THE POINT OF DEOINNINO. CONTAINS 6.38 ACRES. Y. EXHIBIT B-1 Initial Premises Z. 36 111 iff � �; I i r • � �• f, bb // j ��' I 1111 N � �xyb,... -•:�; 11 ' L1 Ilv r111 4p .0 / If j I 1 ^� r, • II ,. I r I f l • 1 i �fri 16 I I l i ,a „ ....,III r!•"' I 1 •. ; ; ti ' II �. II ill i''r, •� W •� �8 lq� / 1 Is '..' 1100, — I r I EXHIBIT B-1 i EXHIBIT C Leasable Premises THAT PORTION OF PARCEL I OF INSTRUMENT NUMBER 91.1170920, RECORDED IULY 290 1991 IN THE CITY OF SANTA CT.ARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. RCORDS OF SAID COUNTY DESCRIBED AS FOLLOWS: PARCEL IH BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 1 OF INSTRUMENT NO. 91-1170920 ALSO BEING A POINT ON A 2,335 FOOT RADIUS CURVE, CONCAVE NORTHEASTERLY IN THE SOUTHERLY LINE OF SOLEDAD CANYON ROAD, 120 FEET WIDE AS SAME EXISTED ON FEBRUARY 24, IM A RADIAL TO SAID CURVE BEARS NORTH 37 DEGREES 28 MINUTES 02 SECONDS EAST; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13 DEGREES 36 MINUTES 22 SECONDS A DISTANCE OF 602.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF SOLEDAD CANYON ROAD, SOUTH 22 DEGREES 32 MMUT'E.S 44 SECONDS WEST. 292.00 FEET; THENCE SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST, 221.88 FEET; THENCE SOUTH 22 DEGREE., 32 MI iUM 44 SECONDS WEST, 35.00 FEET, THENCE SOUTH 67 DEGREES 27 MINUTES 16 S130ONDS EAST, 37.00 FEE'r; THENCE SOUTH 3 DEGREES 34 MIND TSS 30 SECONDS WEST, 159.84 FEET TO A POINT IN THE SOUTHERLY BOUNDARY OF SAID PARCEL 1 OF INSTRUMENT NO. 91-1170920; TIMNCE NORTH 60 DEGREES 59 MINUTES 43 SECONDS WEST ALONG SAID BOUNDARY 10.00 FEET; THENCE NORTH 11 DEGREES 39 MMITBS 43 SECONDS WEST ALONG SAID BOUNDARY, 96,94 FRET; THENCE NORTH 74 DEGREES 46 MINITM 13 SECONDS WEST, ALONG SAID BOUNDARY,112.96 FEET THENCE NORTH 68 DEGREES 00 MINUTES 47 SECONDS EAST ALONG SAID BOUNDARY,' 65.94 FEET; THENCE IN A NORTHWESTERLY DIRECTION ALONG THE BOUNDARY OF SAID PARCEL NO. I OF INSTRUMENT N0.91.1170920 THROUGH ITS VARIOUS COURSES TO THE WESTERLY MOST CORNER THEREOF; THENCE NORTH 37 DEGREES 33 MINUTES 29 SECONDS FAST, 600.79 FEET ALONG THE NORTHWESTERLY LINE OF SAID PARCEL NO.1 OF INSTRUMENT x0.91- 1170920 TO THE POINT OF BEGINNING. CONTAINS 10.30 ACRES. m I HNULN • rJe babQ EXHIBIT C-1 Leasable Premises 0 O t Illlfli "�' ,,•••,', a j lliiill ,�` N iii4M: l i t,]�jj�� , N I � i I•i•I I III' II ( + . 1 Illr••liiil 1 I g *14, 111if14 i If ��.,{�I..t��hf ... if if _. u 1'ei111111}!p 1!i it f -1 ULM i .. •. FFhF 113 � 01 It •if1I �N �ll� rwll 1 1 _ Ir! y llli� rr •Ilflf. .:' n illi!• •;Iltr Ilf�•••lll. �s f l l+�•+i : l I i� t l l `'j� imp I EXHIBIT C-1 rs c EXHIBIT D Release Parcel MT PORTION OF PARCEL I OF INSTRUMENT NUMBER 91.1170920, RECORDED JULY 29, 19911N THE CITY OF SANTA CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDS OF SAID COUNTY DESCRIBED AS FOLLOWS: PARCEL#3- COMMENCING AT THE NORTHWESTERLY CORNER OF SAID PARCEL I OF INSTRUMENT NO, 91.1170920 ALSO BEING A POINT ON A 2,535 FOOT RADIUS CURVE, CONCAVE NORTHEASTERLY IN THE SOUTHERLY LINE OF SOLEDAD CANYON ROAD,120 FEET WIDE AS SAME EXISTED ON FEBRUARY 24, 1992, A RADIAL TO SAID CURVE BEARS NORTH 37 DEGREES 28 MINUTES 02 SECONDS EAS'%; THENCE SOUTH 37 DEOREFS 33 MINUTES 29 SECONDS EAST, 437.76 FEET ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 1; THENCE LEAVING SAID NORTHWESTERLY LINE, SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST. 85.96 FEET, THENCE NORTH 10 DEGREES 19 MINU'T'ES 58 SECONDS WEST, 13.10 FEET TO THE TRUE POINT OF BEGINNING;'I'MCE SOUTH 67 DUOREES 27 MINUTES 16 SECONDS EAST, 884.79 FEET TO. A POINT IN THE BOUNDARY OF THE ABOVE DESCRIBED PARCEL #1; THENCE SVU'1113 DEGREES 34 MINUTES 10 SECONDS EAST, 69.79 FEET ALONG TM BOUNDARY OF SAID PARCEL 111; THENCE NORTH 67 DEGREES 27 MINUTES 16 SECONDS WEST. 864.81 FEET; THENCE NORTH 10 DEGREES 19 MINUTES S8 SECONDS WEST. 78.59 FEET TO THE TRUE POINT OF BEGINNING. CONTAINS 1.33 ACRES EXHIBIT D-1 EXHIBIT E Commercial -Site •• 1 1: Y • Ili - •• •' •: i1:1 : • 1^•• 1 t: • ' 1• 1 • Y• '1:':• • 1•t' 1 WN 1 N ' • • • t :1: It 1 • . • 1: N. • • /1 1 • • • t 1► 1• • • •A t: va 1 • 1: • • t - • ' - I• N:1 •1 LAST is O :1• BOUNDOkYlli Tj;r:." • ` • • .cz Sil 1' •1 I:A• : • • • 12 • • 1 tralzillre N1.11, t Y 1:1•:l•••. '• • •:'Y•1::1 1 N:1 . N CONTAWS 3.02 ACRES F&D DM'DBY.E� pATc __:.- EXHIBIT E-1 Commercial Site H 7�` !gyp r 1 `� EXHIBIT F Exchange�Parcel .. 1 1: N • - •� • • • • t :1 :a•'►• •- 1• •• •: N.' 1:1'0 •• •• •• 1-.•. AT TRE NoRmwBSTERLy aWpr�, t : :i Ii 1► : �• 1• 1' N: • t � 1• 11 :1' 1' N' 1 t i• • 1. 1 1:• • ' • :I• 1 • .11 : �• • Y 1 ' :1' .1• N • - 35 "IT RADIUS CURVE WrIH A RADIAL 13EARTNO OP NORTH 32 DBORM 56 MnWnS 49 SECONDS EASTj • .i' POINT •FBW 1 t THENCE EXHIBIT F-1 Exchange Parcel M W EXHIBIT F-1 i 0 0 0 The following uses would complement the Commuter Rail Station and are permitted uses on the site provided they are conducted from temporary facilities (such as trailers, push carts, and stands, none of which may have permanent foundations) which are not permanently affixed to the Property and can be easily removed without resort to demolition: * Convenience Merchandise * Dry Cleaning (pick up and drop off only) - no dry cleaning work done on Premises * Automated Teller Machine * Telephones * Fast Food (no preparation or drive through on the Premises) * Commuter Store, i.e.; pass sales,.carpool matching, transit schedules, taxi, car rental services, sell convenience products, books, tapes. * Post Office * Gift Stores * Child Care Centers * News Stands * Automobile Service Station (no repairs) Master Parcel PROMISSORY NOTE S Los Angeles, California , 1992 FOR VALUABLE CONSIDERATION, the undersigned. ("Maker") promises to pay to the order of Whittaker Corporation, a Delaware corporation ("Holder"), 10880 Wilshire Boulevard, Suite 800, Los Angeles, California 90024, or at such other place as Holder may from time to. time designate by written notice to Maker, the principal sum of ($ ) together with interest as specified below, in accordance with the following provisions: 1. Principal. The principal sum hereof shall be paid in one installment, on that date ("Maturity Date") which is two years from the date hereof. 2. Interest. The outstanding principal sum of this Note shall bear interest at the rate of_ percent (_%) per year` from the date hereof and all accrued interest shall be payable, together with the principal sum hereof, on the Maturity Date. 3. Events of Default. The following shall constitute an event of default ("Event of Default") under this Note: a default in any payment of principal or interest due on this Note. 4. Default Rate. If any payment required to be made under this Note is not made when due, or upon any Event of Default, interest on the outstanding principal shall accrue from the date of the delinquency or Event of Default at a rate ("Default Rate") which is the rate of interest set forth in Paragraph 2 hereof plus percent (_,%), per annum. 5. Usury Limitation. Notwithstanding anything contained in this Note to the contrary, to the extent interest payments are subject to limitation by usury law, that portion of the interest that is subject to and exceeds applicable usury law limitations shall be forgiven. Amer percent (2%) above the prime rate quoted as of the Close of Escrow by Bank of WhittalmWhitber.Ed 6. Acceleration on Default. Upon the occurrence of any Event of Default under this Note, Holder shall have the right, at its option, to declare the full outstanding amount of the principal, sum hereof, plus all unpaid interest accrued hereunder, immediately due and payable. 7. Prepayment. Maker shall have the right; at any time and from time to time, to prepay all or part of the outstanding principal balance hereof without penalty. Any prepayment shall be applied first to the satisfaction of any accrued and unpaid interest and the balance shall be applied against the outstanding principal balance hereof. 8. Notices. All notices, consents, waivers, demands, requests or other instruments or communications provided for under this Note or by law to be served on or given to either Maker or Holder shall be in writing, signed by the party giving the same and shall be duly served and given when delivered to.the other party personally or, if mailed, on the date set forth on the receipt of registered or certified mail or on the fifth day after mailing, whichever is earlier. Such notice or other communication shall be delivered to the address for such party. specified below (or to any other address as such party from time to time may designate by written notice to the other): HOLDER: Whittaker Corporation 10880 Wilshire Boulevard Suite 800 Los Angeles, California 90024 Attention: Office of General Counsel MAKER: City of Santa Clarita 25663 West Avenue Stanford Santa Clarita, California 91355 Attention: City Manager 9. No Off -Set. Maker hereby waives any right of offset it now has or may hereafter have against the Holder and its successors and assigns, and agrees to make the payments called for hereunder in accordance with the terms hereof. The Holder hereof and all successors thereof shall have all the rights of a holder in due course as provided in the California Uniform Commercial Code and other laws of the State of California. \whivake\whitberZd 2 10. Caption. All captions contained in this Note are for convenient reference only and shall not be considered in any wayin connection with the interpretation or enforcement of any provisions hereof. 11. Applicable Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California. 12. Attorneys' Fees. In the event of an action or other proceeding between the Holder and Maker arising under or in connection with this Note, the prevailing party in such action or proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred by the prevailing party in connection with such action or proceeding. IN WITNESS WHEREOF; Maker has executed and delivered this Note effective as of the date first set forth above. \whiaake\whitberxd "MAKER" City of Santa Clarita By: Its: 3 EXHIBIT J Easements THE FOLLOWING DESCRIBED PARCELS ARE EASEMENTS FOR INORIISS AND EGRESS AND PARKING PURPOSES AND BEING A PORTION OF PARCEL 1 OF INSTRUMBN'T NUMBER 91• 1170920, R$CORDED JULY 29, 1991 IN TM CrrY OF SAKI A CLARITA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDS OF SAID COUNTY DESCRIBER AS FOLLOWS AND SHOWN ON EXHIBIT J-1 PARML t41 COMMENCING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 1 OF INSTRUMENT NO. 91.1170920 ALSO BEING A POINT ON A 2,535 FOOT RADIUS CURVE, CONCAVE NORTHEASTERLY IN THE SOUTHERLY LIN$ OF SOLEDAD CANYON ROAD, 120 FEET WIDE AS SAME EXISTED ON FEBRUARY 24,1992, A RADIAL TO SAID CURVE BEARS NORTH 37 DEGREES 28 MINUTES 02 SECONDSMAST, THENCE EASTERLY ALONG SAID CURVE AND SOUTHERLY LINE OF SOLEDAD CANYON ROAD THROUGH A CENTRAL ANGLE OF 18 DEGREES 37 MINUTES 25 SECONDS A DISTANCE OF 824,00 PM TO A POINT, SAID POINT BEING THB POINT OF BEOINNING FOR THIS DESCRIPTION; THENCE LEAVING SAID SOUTHERLY LINE OF SOLEDAD CANYON ROAD SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST, 225.99 MiM THENCE AT RIGHT ANGLES THMMO SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST, 40.00 FEET; THENCE AT RIGHT ANGLE THERETO NORTH 22 DEGREES 32 MINUTES 44 SECONDS EAST, 230.00 FEET MORE OR LESS TO SAID SOUTHERLY LINE OF SOLEDAD CANYON ROAD; THENCE IN A NORTHWESTERLY DIRECTION ALONG SAID SOUTHERLY LINE OF SOLEDAD CANYON ROAD TO TIM POINT OF BEGINNING. PARM-#S- BEGnTNING AT THE SOUTHEASTERLY• ' OF IS lk El 1• •VNI, ' 1::1• :1 1' •' •lt A'i I1 • • •111 • t 1• • • ♦' I• M:1 I:A M: f • : 11 �• • WESTo 107.63• t THE SOUTHWESTERLY PROLONGATIONOF •' 1 •' I• V:1 1�1 M: • ►•t• �:' 11 pig •• ► _ itM low a m:4 • I' • ` f 1• • ' M" 1:1 • ►•t':1' 11 1 • f' 111 .1' 1• M' 1 • FA =Ljp&. AN EASEMENT 30 FEET IN WIDTH. THE WESTERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING AT THE EASTERLY TERMINUS OF A LINE DESCRIBED IN PARCEL #5 AS NORTH 86 DEGREES 25 MINUTES 30 SECONDS EAST. 30.00 FEET; THENCE SOUTH 86 DEGREES 25 MINUTES 30 SECONDS WEST, 30.00 FEET ALONG SAM LINE OP PARCEL #5 Tb THE POINT OF BEGINNINO; THENCE SOUTH 3 DI:GRIMS 34 MINUTES 30 SECONDS WEST, 106.30 FEET TO THE B130DW ATG OF A CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 60.00 PE$T; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 108 DEGREES 58 DIINUMS 14 SECONDS A DISTANCE OF 114.11 FEET; «: 1:4,40 1 ;okf IT o io'%• j s • • r: • _1.0 vil�14m:61 'IV imuRIV PARC E M7 BEGINNING A'T THE SOUTHEASTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED IN PARCEL #2 a.EASE PARCEL) ABOVE AS SOUTH 67 DEGREES 27 MINUTES 16 SECONDS BAST 221.88 FEET; THENCE NORTH 67 DEGREES 27 MINUTES 16 SECONDS WEST 221.88 FEET ALONG SAID COURSE: THENCE NORTH 22 DEGREES 32 MINUTES 44 SECONDS EAST ALONO THE BOUNDARY OF SAID PARCEL #2 A DISTANCE OF 4.00 FEET, THENCE SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST PARALLEL TO SAID COURSE 221.88 FEET TO THE NORTHWESTERLY LINE OF PARCEL #5 ABOVE; THENCE SOUTH 22 DEGREES 32 MINUTI.S 44 SECONDS WEST ALONG SAID NORTHWESTERLY LINES OF PARCEL #5 TO THE POINT OF BEGINNMO. paR__CPt #s� COMMENCING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 1 OF INSTRUMENT NO. 91-1170920; THENCE SOUTH 37 DEGREES 33 MINiJTRS 29 SECONDS WEST. 253.47 FEET TO TIM POINT OF BEGINNING; THENCE SOUTH 67 DEGREES 27 MINUTES 16 SECONDS EAST IN A DIRECT LINE PARALLEL TO THE NORTHEASTERLY LINE OF SAID PARCEL #3 TO THE NORTHWESTERLY LINE OF THE ABOVE DESCRIBED PARCEL 04; 7MNCE SOUTH 22 DEGREES 32 MINUTES 44 SECONDS WEST ALONO SAID PARCEL 04 BOUNDARY, 26.00 FEET; THENCE NORTH 67 DEGREES 27 MINUTES 16 SECONDS WEST IN A DIRECT LINE TO THE NORTHWESTERLY LINE OF SAID PARCEL 1 OF INSTRUMENT NO.9I-1170920; THENCE NORTH 37 DEGREES 33 MINUTES 29 SECONDS BAST ALONG SAID LAST MENTIONED NORTHWESTERLY LINE TO TM POINT OF BEGINNING. PARCEL 090 BEGINNING AT A POINT IN THE NORTHWESTERLY LINE OP PARCEL 1 OF INSTRUMENT NO. 91-1170020 DISTANT THEREON SOUTH 37 DEGREES 33 MWUTES 29 SECONDS WEST. 437.76 FEET FROM THE NORTHWESTERLY CORNER THEREOF; THENCE CONTINUINO SOUTH 37 DEGREES 33 MINUTES 29 SECONDS WEST ALONG SAID NORTHWFSTERLY LINE 88.33 FEET TO THE BEGINNING OF A CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 100 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 DEGREES 00 MINUTES 45 SECONDS, A DISTANCE OF 183.28 FEET; THENCE SOUTH 67 DEGREES 27 MINUTES 16 SECONDS HAST, 150.00 FEET; THENCE NORTH 22 DEGREES 32 MINUTES 44 SECONDS EAST. 40.00 FEET; THENCE NORTH 63 DEGREES 38 MINUTES 2S SECONDS WEST, 150.33 FEET TO THE BEGINNING OF A CURVE, CONCAVE EASTERLY AND RAVING A RADIUS OF 50 FEET, SAID CURVE BEING CONCENTRIC TO SAID LAST MENTIONED 100 FOOT RADIUS CURVE; THENCE NORTHERLY ALONG SAID 50 FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 105 DEGREES 00 MINUTES 45 SECONDS, A DISTANCE OF 91.64 FEET; THENCE PARALLEL TO SAID NORTHWESTERLY LINE OF PARCEL 1 OF INSTRUMENT NO. 91-1170920, NORTH 37 DEGREES 33 MINUTES 29 SECONDS EAST,101.74 FEET TO A POINT IN THE BOUNDARY OF THE ABOVE DESCRIBED PARCEL #2; THENCE ALONG SAID BOUNDARY OF PARCEL #2, NORTH 67 DEGREES 27 MINUTES 16 SECONDS WEST, 51.77 FEET TO THE POINT OF BEGINNING. EXCEPTis • PORTION LY1 s SOUTHWESTERLY OF .t: SOUTHWESTERLY LINE OF SAID PARCEL I OF INSTRUMENT NO. 91-1170920, PPARCEL#10., THAT PORTION LYING NORTHERLY OF A 25 FOOT RADIUS CURVE, CONCAVE SOUTHERLY, TANGENT TO THE SOUTHWESTERLY LINE OF SOLBDAD CANYON ROAD AND TANGENT TO THAT CERTAIN COURSE DESCRIBED IN PARCEL #2 AS SOUTH 37 DEGREES 33 MINUTES 29 SECONDS WESTWITH ITH A LENGTH OP 232,70 FEET. I . PARM#11; THAT PORTION LYING WESTERLY OF A 25 FOOT RADIUS CURVE, CONCAVE EASTERLY, TANGENT TO THOSE, CERTAIN COURSES DESCRIBED IN PARCEL 02 AS SOUTH 37 DEGREES 33 MINUTES 29 SECONDS WAST Wn7H A MOTH OF 232.70 PERT AND SOUTH 67 DEGREES 27 MIN'I'UES 16 SECONDS BAST WTIH A LENGTH OF 174.83 DEBT. PARCF.I M12; THAT PORTION LYING SOUTHERLY OF A 25 FOOT RADIUS CURVE, CONCAVE NORTHERLY, TANOENT TO nE NORTHEASTERLY LINE OF PARCEL 97 AND TANGENT TO THE NORTHWESTERLY LINE OF PARCEL #5. PARCEL #13; THAT PORTION LYING EASTERLY OF A 25 FOOT RADIUS CURVE, CONCAVE WESTERLY, TANGENT TO THE SOUTHWESTERLY LINE OF PARCEL #8 AND TANGENT TO TIB NORTHWESTERLY LINE OF PARCEL #4. PARCEL. t THAT PORTION LYING SOUTHERLY OF A 23 FOOT RADIUS CURVR, CONCAVE NORTHERLY, TANGENT TO THE NORTHEASTERLY LINE OF PARCEL #8 AND TANGENT TO THB NORTHMT13RLY LINE OF PARCEL #4. , 1 PARcEL#156 THAT PORTION LYING EASTERLY OF A 35 FOOT RADIUS CURVE, CONCAVE WESTERLY, TANGENT TO THE NORTHWESTERLY LING OF PARCEL #4 AND TANGENT TO THE SOUTHWESTERLY LINE OP SOLEDAD CANYON ROAD. ' PARCSL#16; THAT PORTION LYING NORTHERLY OF A 25 FOOT RADIUS CURVE, CONCAVE SOUTHERLY, TANGENT TO TIM SOUTHWESTERLY IINB OF SOLEDAD CANYON ROAD AND TANGENT TO THE SOUTHEASTERLY LDM OF PARCEL 04. PARCEL #17: AN BASEMENT 36 PEET IN I PURPOSES OVER THAT POR R.$CORDm JIILY 29, 1'x91, IN T STATE OF CALIFORNIA REL'( DESCRIBED AS FOLL.OW� AND COMMENCING AT THE NOR DESCRIBED IN EXHIBIT "C° A CONTAINS 0.07 ACRES ?OR INGRESS AND EGRESS, AND PEDESTRIAN F PARCEL. 1 OF INSTRUMENT NO. 91-1170920, 'OF SANTA CLARrrA, COUNTY OF LOS ANGELES, I SAID COUNTY, THE CENTERLINE OR WHICH IS ON ExHu T 17. L ERLY TERMINUS OF THAT CERTAIN COURSE ND SHOWN ON EXHIBIT "D" (LEASE PARCEL) AS WCONDS EAST, 221.88 FEBT: THENCE NORTH 67 •' I s 32 MINUTES 44 Ku EXHIBIT J-1 Easements x M * 2 32'a4r� . 8 N 22 I i 0 Opp I es 4 * 2 32'a4r� . 8 N 22 I i 0 Opp I RECORDING REQUESTED AND WHEN RECORDED MAIL TO: THIS AGREEMENT ("Agreement") is made this _ day of , 1992, by and between Whittaker Corporation, a Delaware corporation ("Whittaker") and the City of Santa Clarita, a municipal corporation ("City"), with reference to the following facts and circumstances: A. Whittaker and City have entered into a Commuter Rail Station Site Lease with Option to Purchase, of even date herewith ("Lease") for the right to lease certain property, known therein as the Leasable Premises, as more specifically described in Exhibit 1 attached hereto ("Benefitted Property"). B. Whittaker is the owner of certain property which is located in the City of Santa Clarita, California, as more specifically described in Exhibit 2 attached hereto ("Bermite Property"), and which includes the Benefitted Property. C. The City intends to use some or all of the Leasable Premises for the operation of a commuter rail station and, in this connection, requires certain easements for vehicular and pedestrian access to the Benefitted Property, as more specifically described in Exhibit 3 attached hereto. The easements set forth in Exhibit , as. relocated from time to time pursuant to this Agreements are sometimes referred to hereinafter as the "Easements". D. The Easements burden portions of the Bermite Property which are adjacent to the Benefitted Property, except in the case of one of the pedestrian easements which burdens a portion of the Benefitted Property. Whittaker intends to develop the properties which are burdened by the Easements. Therefore, the parties hereto intend to provide Easements which will provide reasonable access to the Benefitted Property for the use of the Benefitted Property as a commuter \whiaakekasemeat.agt rail station but which will not unreasonably interfere with the development of the property burdened by the Easements for higher and better uses. NOW THEREFORE, in consideration of the mutual promisescontained in this Agreement, and other good and valuable consideration, had and received, the parties hereto. agree as follows: 1. Grant of Easements. Whittaker hereby grants, for the benefit of the Benefitted Property, the Easements described in Exhibit 3, attached hereto, for the purposes set forth in Exhibit 3. All such easements are nonexclusive, shall be used only for reasonable pedestrian and vehicular access to and from the Benefitted Property in connection with the operation of a commuter rail station on the Benefitted Property. Neither party hereto shall use or commit any act with respect to the Easements which unreasonably interferes with or obstructs the other's reasonable use thereof. The real property described in Exhibit 3 and on which the Easements are located (as such real property is relocated from time to time pursuant to this Agreement) is sometimes referred to as the 'Burdened Property". The Easements shall be appurtenant and shall pass with title to the Benefitted Property and any portion thereof. 2. Right of Entry. The City and its agents, employees, representatives and independent contractors shall be entitled to enter upon the real property described in Exhibit 3 and portions of the Bermite Property adjacent thereto, as may be reasonably necessary for or in connection with the installation of improvements in the Burdened Property as permitted under this Agreement, subject to the indemnification and other obligations set forth in Paragraph 3 hereof. 3. Construction of -Improvements. The City shall have the right to construct any and all improvements in the Burdened Property which are reasonable and necessary for its enjoyment of the Easements for the benefit of the Burdened Property. The City shall construct such improvements at its sole cost and expense, shall pursue the construction of such improvements diligently and continuously after commencement of construction, shall install such improvements in a good and workmanlike manner, and shall comply with all laws applicable to such construction. All such construction shall be subject to the prior written approval of Whittaker, which approval shall not be unreasonably withheld or delayed. In this connection, City shall give Whittaker not less than thirty (30) days' prior written notice of the commencement date for construction on the Burdened Property, together with a copy of detailed plans and specifications for such construction and any other documents that Whittaker may reasonably request. The City shall keep the Bermite Property free and clear of all mechanics' liens, and shall indemnify and hold harmless Whittaker from all liability, costs, expense (including without limitation attorneys' fees and costs), loss, damage and claim \whivatce\ease�nt.apt 2 arising out of the activities on the Bermite Property by the City or by any agent, employee, consultant, independent contractor or other party acting on behalf of the City. 4. Maintenance. Whittaker shall have no obligation to maintain, or to incur any other costs or expenses with respect to, any improvements installed in the Burdened Property by the City. 5. Relocation. Whittaker shall have the right from time to time, to relocate one or more of the Easements granted pursuant to this Agreement, as follows: (a) Whittaker shall notify the City of the relocation, by giving the City written notice thereof not less than sixty (60) days before the relocation shall take place, together with a copy of all plans and specifications for the construction of any improvements to be located on the property to be burdened by the relocated Easements. (b) The Easements, as relocated pursuant to this Paragraph 5, shall provide substantially the same access to the Benefitted Property that was provided immediately before the relocation took place. (c) Whittaker shall pay all costs and expenses for or in connection with the relocation of Easements pursuant to this Paragraph 5, including without limitation the installation of replacement improvements for the use of such Easements. City shall execute, have acknowledged in recordable form, and delivery such documents as Whittaker may reasonably request from time to time to effect the relocation of Easements pursuant to this Paragraph 5 hereof. 6. Ownership: Running Covenants. Notwithstanding anything contained in this Agreement to the contrary, Whittaker (and each successive owner of the Burdened Property) shall have the right to exercise all rights of ownership with respect to the Burdened Property which are not inconsistent with the enjoyment and use of the rights granted pursuant to this Agreement. The rights, Easements, covenants and obligations contained in this Agreement are intended to and shall run with and burden the Benefitted Property and. the Burdened Property 7. Miscellaneous Provisions. (a) Successors. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. lwhitUke\"ftMOnLzgt 3 (b) Waiver. Any party hereto can waive a provision or a breach of such provision contained in this Agreement which is inserted herein for the benefit of such party. Any such waiver shall be in writing and delivered to the other parties hereto. A -waiver of any provision or breach of such provision shall not be deemed to be a waiver of any other subsequent covenant or breach. (c) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which when taken together shall constitute but one and the same. (d) California Law. This Agreement shall be governed by and interpreted in accordance with California law. (e) Validity. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but if any provision of this Agreement shall be invalid or prohibited thereunder, such provision shall be ineffective to the extent of such provision without invalidating the remainder of such provision or remaining provisions of this Agreement. (f) Exhibits. All Exhibits attached hereto are incorporated herein by this reference and made a part of this Agreement. (g) Entire Agreement. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties to this Agreement with respect to the subject matter hereof. (h) Amendments. This Agreement may not be altered, amended, changed or modified unless the same is in writing and signed by all parties hereto. (i) Notice. All notices, elections, approvals, disapprovals, consents, and communications required or permitted under this Lease shall be in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested. If mailed, each notice or communication shall be deposited in the United States mail, in Los Angeles County, California, and shall be deemed received within two (2) business days after deposit in the United States mail, postage prepaid, addressed to the person to receive such notice or communication at the following address: Nwtinab-Neamment..ac 4 To Lessor: Whittaker Corporation 10880 Wilshire Boulevard Suite 800 Los Angeles, California 90024 Attention: Office of General Counsel With a Copy To: The Anden Group 1932 Deere Avenue Suite 200 Santa Ana, California 92705 Attention: Stan Brown With a Copy To: Pregerson, Richman & Luna 12424 Wilshire Blvd., Suite 900 Los Angeles, CA 90025 Attention: James D. Richman To Lessee: City of Santa Clarita 25663 West Avenue Stanford Santa Clarita, CA 91355 Attention: City Manager With a Copy To: Burke, Williams & Sorensen 611 W. Sixth Street 25th Floor Los Angeles, CA 90017 Attention: Dennis Burke, Esq. 0) Attorneys' Fees. In the event of an action or other proceeding between the parties hereto for breach, or to enforce, any provision or right hereunder, the prevailing party or parties hereto in such action shall be entitled to recover their reasonable attorneys' fees and costs incurred by such party or parties in connection with such action or proceeding. IN WITNESS WHEREOF; the parties hereto have executed this Agreement on the day and year first written above. WHITTAKER CORPORATION By: Its: %whiU&kelemment.&gt 5 CITY OF SANTA CLARITA By: Its: RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Santa Clarita 25663 West Avenue Stanford Santa Clarita, California 91355 Attention: City Manager MEMORANDUM OF LEASE This Memorandum of Lease ("Memorandum") is made as of 1992, by and among Whittaker Corporation, a Delaware corporation ("Whittaker") and the City of Santa Clarita, a municipal corporation ("City"). 1. Wig. Pursuant to that certain Commuter Rail Station Site Lease with Option to Purchase, dated , 1992 ("Lease% Whittaker has agreed to lease some or all of the Leasable Premises as more specifically described in Exhibit A attached hereto ("Leasable Premises") for a term commencing on , 1992, and ending on , 199_, unless the Lease is terminated earlier pursuant tothe provisions of the Lease or extended pursuant to Paragraph 12 thereof. If the Lease is extended, pursuant to Paragraph 12 thereof, the term of. the Lease will expire on , 1997. The City's interest in the Leasable Premises shall terminate at the end of the term of the Lease unless on or before such date the City acquires some or all of the Leasable Premises pursuant to the Purchase Option described below. 2. Qption to Purchase. The Lease contains an option to purchase ('Purchase Option") some or all of the Leasable Premises prior to the expiration of the term of the Lease (as such term may be extended in accordance with the provisions of the Lease), as more specifically set forth in the Lease. 1 3. Release of Rights. The City has _agreed to execute, acknowledge, deliver and have recorded in the Official Records of Los Angeles County, a quitclaim deed relinquishing its interest in the Leasable Premises (including, without limitation, all option rights contained therein upon the expiration or termination of the Lease. In addition, the City has agreed to execute, %whftt& \=mdIw.ExL acknowledge, deliver, and have. recorded in the Official Records of Los Angeles County, an instrument which evidences the. expiration or termination of the Purchase Option upon the expiration or termination of the Purchase Option. IN WITNESS WHEREOF, the. parties hereto have executed this Memorandum as of the date hereof. WHITTAKER CORPORATION, a Delaware Corporation CITY OF SANTA CLARITA, a municipal corporation By: Its: \whittake,\memo1w.ExL STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said County and State [SEAL] \wluttaWmemolwXaL STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said County and State [SEAL] WhittabAinemolsoXiL STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared STANLEY S. BROWN, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the.person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said County and State [SEAL] %wMffaUXMemohe.Ext. M I . - EXHIBIT M r .COREY AppOEaa MIA "TA" L SPACE ABOVE THIS LINE FOR RECORDER'S USE Quitclaim Deed THE UNDERSIGNED GRANTOR(s). DECLARE(s) DOCUMENTARY TRANSFER TAX is $ O - unicorpe"ted ares O City of Parcel No. ❑ computed on full value of property conveyed, or ❑ computed on full value less value of liens or encumbrances remaining at time of- wk. 'And FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY.OF SANTA CLARITA, a municipal corporation hereby REMISE, RELEASE AND FOREVER QUITCLAIM to WHITTAKER CORPORATION, a Delaware corporation, all Of its right, title and interest created or disclosed in that certain Memorandum of Agreement, dated and recorded in the Official Records of Los Angeles County, as'such Memorandum of Agreement relates to the tollowi"Ildescribed real Property in the City of Santa Clarita any of Los Angeles ,state of CAliforttia: Dated STATE OF CALIFORNIA COUNTY OF u' On this day of . in the year . before me, the undersigned. a Notary Public in aM for said County and Sum. persanany appeared . personally known o ME Sof proved to Ine on the bash of satistacs.:.; evidence) to be the person whose hurts MIbscri1W to the within'numnbud o1j acknowledged that executed the Same. Signature Name (Typed or MAX TAX STATEMENT AS DIRECTED ABOVE 1.109 Nev. ata ~co THE CITY OF SANTA CLARITAr a municipal corporation By: thus am f" offkW award seal) AMD WHEN RECOROEO MAX TO � NAMEr AOellRp em a $VAT@ L J rak Order No. Escrow No. YAR TAX STATEMENTS TO r .COREY AppOEaa MIA "TA" L SPACE ABOVE THIS LINE FOR RECORDER'S USE Quitclaim Deed THE UNDERSIGNED GRANTOR(s). DECLARE(s) DOCUMENTARY TRANSFER TAX is $ O - unicorpe"ted ares O City of Parcel No. ❑ computed on full value of property conveyed, or ❑ computed on full value less value of liens or encumbrances remaining at time of- wk. 'And FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY.OF SANTA CLARITA, a municipal corporation hereby REMISE, RELEASE AND FOREVER QUITCLAIM to WHITTAKER CORPORATION, a Delaware corporation, all Of its right, title and interest created or disclosed in that certain Memorandum of Agreement, dated and recorded in the Official Records of Los Angeles County, as'such Memorandum of Agreement relates to the tollowi"Ildescribed real Property in the City of Santa Clarita any of Los Angeles ,state of CAliforttia: Dated STATE OF CALIFORNIA COUNTY OF u' On this day of . in the year . before me, the undersigned. a Notary Public in aM for said County and Sum. persanany appeared . personally known o ME Sof proved to Ine on the bash of satistacs.:.; evidence) to be the person whose hurts MIbscri1W to the within'numnbud o1j acknowledged that executed the Same. Signature Name (Typed or MAX TAX STATEMENT AS DIRECTED ABOVE 1.109 Nev. ata ~co THE CITY OF SANTA CLARITAr a municipal corporation By: thus am f" offkW award seal) i RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Whittaker Corporation 10880 Wilshire Boulevard Suite 800 Los Angeles, California 90024 Attention: Office of the General Counsel PURCHASE OPTION RELEASE The undersigned hereby certifies the following: (a) It is the Lessee under that certain Commuter Rail Station Site Lease with Option to Purchase ("Lease"), dated , 19_, by and between Whittaker Corporation, a Delaware corporation,. as the Lessor, and the City of Santa Clarita, a municipal corporation, as the Lessee, which concerns certain property described in Exhibit 1 attached hereto ("Leasable Premises"). (b) The undersigned has not assigned or otherwise transferred the Lease or any right to which this instrument applies. (c) The undersigned has released and discharged, and does hereby forever and irrevocably release and discharge, any and all right to purchase all or any portion of the Leasable Premises, including, without limitation, the release of the Purchase Option as provided for in the Lease. CITY OF SANTA CLARITA By: Its: \whh&keloptbo.ExN .ir STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On , 1992, before me, the. undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. [SEAL] X.1n kbpbhe.ExN Notary Public in and for said County and State