CARMEN A. TRUTANICH City Attorney REPORT NO. R

Transcription

1 City Hall East 200 N. Main Street Room 800 Los Angeles, CA (213) Tel (213) Fax CARMEN A. TRUTANICH City Attorney REPORT NO. R SEP REPORT RE: DRAFT ORDINANCE AUTHORIZING THE ADOPTION OF AN AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF LOS ANGELES AND BRE/TZ HHL, LLC The Honorable City Council of \he City of Los Angeles Room 395, City Hall 200 North Spring Street Los Angeles, California Honorable Members: Council File No CPC DA On June 9, 2011, the City Planning Commission recommended that the City Council adopt an ordinance authorizing the execution of an amended and restated development agreement between BRE/TZ HHL, LLC (the Developer) and the City. On August 2, 2011, the Planning and Land Use Management (PLUM) Committee modified the agreement recommended by the City Planning Commission to the version of the agreement attached to this report (Amended and Restated Development Agreement) and took an action requesting that our Office prepare and present this ordinance. Pursuant to your request, this Office has prepared and now transmits for your consideration a draft ordinance, approved as to form and legality, with attached Amended and Restated Development Agreement, in a form that we can approve as to form and legality after your action.

2 The Honorable City Coun... of the City of Los Angeles Page 2 Background The Amended and Restated Development Agreement relates to property in Council District 11, in the Westchester-Playa Del Rey Community Plan area, located at 5900 West Center Drive and the area generally bounded by Sepulveda Boulevard, the Freeway and Howard Hughes Parkway and otherwise known as the Howard Hughes Center. The Developer is requesting a third amendment to a previously adopted development agreement in order to allow additional time for the development of undeveloped lots at the Howard Hughes Center and to allow for a broader range of alternative uses for those lots. On November 4, 1986, the City Council adopted Ordinance No , which authorized the execution of a development agreement between the City and Howard Hughes Properties, Limited Partnership (Original Development Agreement). The Original Development Agreement limited uses at the Howard Hughes Center to commercial office and retail, and hotel development. The Original Development Agreement has been amended twice since its adoption. The first amendment was in 2002 and authorized the development of a new entertainment center use in exchange for reduced commercial uses. The second amendment to the Original Development Agreement was in 2005 and it extended the term of the Original Development Agreement to November 2, 2011, and authorized the development of 600 residential units as an alternative to the previously permitted 600 hotel rooms, and made conforming changes to the phasing plan. The Original Development Agreement, as amended, grants the vested right to develop the following use program: 1. A maximum of 1,950,000 square feet of commercial office and retail development, including, as an option, a maximum of 100,000 square feet of retail and a maximum of 100,000 square foot fitness center; 2. A 250,000 square foot entertainment/retail center; 3. A maximum of 600 hotel rooms; provided, however, that up to 900 additional hotel rooms may be constructed, to a maximum of 1,500 total hotel rooms, by exchanging 301 square feet of commercial office/retail space for each additional hotel room; and 4. A maximum of 600 residential units; provided, however, each residential unit constructed shall reduce by one hotel room the number of hotel rooms that is allowed to be constructed under paragraph (3) above.

3 The Honorable City Coum... of the City of Los Angeles Page 3 Under the Original Development Agreement, as amended, the Developer was obligated and has provided the following public benefits: 1. $22,400,000 in area-wide transportation improvements; 2. A Transportation Demand Management program to reduce p.m.; 3. Peak hour trips by 17% from levels forecasted in the original EIR; 4. A 145,000 square foot park within the Howard Hughes Center; 5. Maintenance of community landscape buffers; and 6. A $150,000 contribution for streetscape improvements on Sepulveda Boulevard. The development of the Howard Hughes Center is almost completed, and only four undeveloped parcels remain. The Amended and Restated Development Agreement will: (a) extend the term of the Original Development Agreement, as amended, for an additional15 years (expiring in 2026); and (b) allow for the development of alternative uses on the four undeveloped parcels while remaining within the existing development standards and environmental impact envelope of the current entitlements. Any use permitted in the property's underlying zone of C2, but with specified exceptions, which consist of those uses prohibited by Los Angeles Municipal Code Section 12.6(a) through (q) in the C4 zone, other than hospitals, sanitariums, gymnasiums, health clubs, and similar uses, would be permitted. In exchange for being granted the Amended and Restated Agreement, the Developer agrees that in the event it develops residential units in excess of the 600 units, the Developer would reserve five percent (5%) of those additional units for workforce households for a period of 30 years. The Developer would be required to record a covenant to that effect. The Developer will also contribute $1,850,000 to the Westchester Streetscape Improvement Association for sidewalk, crosswalk, streetscape and landscape improvements and maintenance on Sepulveda Boulevard between Howard Hughes Parkway and 84 1 h Street. As mentioned above, the Amended and Restated Agreement was modified by the PLUM Committee from the original Planning Commission action to eliminate the requirement that ten percent (10 %) of all of the project's dwelling units be maintained as affordable to Workforce Income households. Because of this elimination, the Planning Commission does not recommend the version of the Amended and Restated Agreement approved by the PLUM Committee and attached to this report.

4 The Honorable City Counl... of the City of Los Angeles Page4 The Amended and Restated Agreement has also been modified to emphasize that the sign regulations first enacted by the City in the late 1990's, and as amended thereafter, to ban both new off-site signs and also alterations to pre-existing off-site signs always have and always shall apply in full to the Project and to correct the effective dates of prior amendments described in the Amended and Restated Agreement. City Planning Commission Action As indicated above, on June 9, 2011, the City Planning Commission recommended that the City Council approve an amended and restated development agreement that contained the requirement that ten percent (10 %) of all of Developer's dwelling units be maintained as affordable to Workforce Income households. It adopted the required Charter and Government Code findings prepared by the Department of City Planning that are contained in the Planning Department staff report to the City Planning Commission, at pages F-1 through F-4. Findings Pursuant to Charter Section 559, on September 12, 2011, the Director of Planning, on behalf of the Planning Commission disapproved the draft ordinance and the current version of the Amended and Restated Development Agreement and recommended that the City Council not adopt it. The removal of the additional affordable housing obligations required the PLUM Committee to make its own findings. Should the City Council adopt this ordinance, it may comply with the provisions of Charter Section 558 and the Government Code by adopting the findings adopted by the PLUM Committee, or making its own findings. California Environmental Quality Act (CEQA) On June 9, 2011, the City Planning Commission made CEQA findings and recommendations. On August 2, 2011, the PLUM Committee made separate findings, but the CEQA findings were unaltered from the original Planning Commission findings. If the City Council wishes to adopt the ordinance and Amended and Restated Development Agreement, it must first comply with CEQA. It may do so by adopting the Mitigated Negative Declaration [ENV MND-REC2] and making its own findings or by taking the actions recommended by PLUM, specifically: 1. Find that this project will not have a significant effect on the environment, pursuant to the City's Environmental Guidelines and is in compliance with CEQA; that the Mitigated Negative Declaration reflects the independent judgment of the lead agency in the City of Los Angeles; that the

5 The Honorable City Coun.... of the City of Los Angeles Page5 documents constituting the record of proceedings in this matter are located in Council File No in the custody of the City Clerk and in the files of the Department of City Planning in the custody of the Environmental Review Section; and 2. Adopt the findings of the Planning and Land Use Management Committee Council Rule 38 Referral as the findings of the Council. Pursuant to Council Rule 38, copies of the draft ordinance and the Amended and Restated Development Agreement were sent to the Department of Building and Safety and Department of Transportation on September 12, Government Code Requirements for Notice and Hearing Before action may be taken on either the draft ordinance or the Amended and Restated Development Agreement, the City must comply with the provisions of Government Code Sections 65867, and Those Sections require, among other things, notice and a public hearing. In addition, the City's development agreement procedures state that the City Council shall not take any action on any development agreement prior to the expiration of a 24-day notice. Recommended Actions If the City Council wishes to approve the proposed Amended and Restated Development Agreement as recommended by the City Planning Commission, it must: 1. Find that this project will not have a significant effect on the environment, pursuant to the City's Environmental Guidelines and is in compliance with CEQA; that the Mitigated Negative Declaration reflects the independent judgment of the lead agency in the City of Los Angeles; that the documents constituting the record of proceedings in this matter are located in Council File No in the custody of the City Clerk and in the files of the Department of City Planning in the custody of the Environmental Review Section; and adopt the Mitigated Negative Declaration [ENV MND-REC2]. 2. Make its own findings or adopt the findings of the Planning and Land Use Management Committee as the findings of the Council. 3. Approve the attached draft ordinance authorizing the execution of the Development Agreement.

6 The Honorable City Coun".. of the City of Los Angeles Page 6 If you have any questions regarding this matter, please contact Deputy City Attorney Laura Cadogan at (213) She or another member of this Office will be present when you consider this matter to answer any questions you may have. PBE/LC/mrc Transmittal Very truly yours, CARMEN A. TRUTANICH, City Attorney By. PEDRO B. ECHEVERRIA Chief Assistant City Attorney M:\Real Prop_Env_Land Use\Real Property_Environment\Laura Cadogan\REPORTS\Howard Hughes Report.doc

7 ORDINANCE NO An ordinance authorizing the execution of an amended and restated development agreement by and between the City of Los Angeles and BREffTZ HHL, LLC, relating to real property in the Westchester-Playa Del Rey Community Plan area and located at 5900 West Center Drive and the area generally bounded by Sepulveda Boulevard, the Freeway and Howard Hughes Parkway. WHEREAS, a development agreement between the City and Howard Hughes Properties, Limited Partnership was entered into on November 4, 1986, after adoption by the City Council as Ordinance No (as amended, the Original Development Agreement); and WHEREAS, a first amendment to the Original Development Agreement between the City and Arden Realty Limited Partnership, a successor-in-interest to Howard Hughes Properties, Limited Partnership, was entered into on September 11, 2002, after adoption by the City Council as Ordinance No ; and WHEREAS, a second amendment to the Original Development Agreement between the City and Arden Realty Limited Partnership was entered into on May 2, 2005, after adoption by the City Council as Ordinance No ; and WHEREAS, BREffTZ HHL, LLC, is a successor-in-interest to Howard Hughes Properties, Limited Partnership and Arden Realty Limited Partnership; and WHEREAS, City and BREffTZ HHL, LLC, wish to further amend the Original Development Agreement in order to allow additional time for the development of undeveloped lots at the development site and to allow for a broader range of alternative uses for those lots; and WHEREAS, the Planning and Land Use Management Committee on August 2, 2011, approved and recommended that the City Council approve an amended and restated development agreement which is attached to Council File No by and between the City of Los Angeles and BREffTZ HHL, LLC, (Amended and Restated Development Agreement) which Amended and Restated Development Agreement is hereby incorporated by reference and which is hereby incorporated into the provisions of this ordinance; and WHEREAS, after due notice the City Planning Commission and the City Council did conduct public hearings on this matter; and WHEREAS, pursuant to California Government Code Section 65864, et seq., the City Planning Commission has transmitted to City Council its findings and recommendations; and 1

8 WHEREAS, the Amended and Restated Development Agreement is in the public interest and is consistent with the City's General Plan and the Westchester-Playa Del Rey Community Plan; and WHEREAS, the City Council has reviewed and considered the Amended and Restated Development Agreement and the findings and recommendations of the City Planning Commission. NOW, THEREFORE, THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS: Section 1. The City Council finds, with respect to the Amended and Restated Development Agreement, that: (a) It is consistent with the City's General Plan, policies and programs specified in the Westchester-Playa Del Rey Community Plan and is compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property is located; (b) The intensity, building height and use set forth in the development agreement are permitted by or are consistent with the Westchester-Playa Del Rey Community Plan; (c) It will not be detrimental to the public health, safety and general welfare since it encourages the construction of a project which is desirable and beneficial to the public. Furthermore, the development agreement specifically permits application to the project of rules and regulations under the Los Angeles Municipal Code Section to relating to public health and safety; (d) It complies with all applicable City and State regulations governing development agreements; and (e) It is necessary to strengthen the public planning process and to reduce the public and private costs of development uncertainty. Sec. 2. The City Council hereby approves the Amended and Restated Development Agreement, and authorizes and directs the Mayor to execute the Amended and Restated Development Agreement in the name of the City of Los Angeles. 2

9 Sec. 3. The City Clerk shall certify to the passage of this ordinance and have it published in accordance with Council policy, either in a daily newspaper circulated in the City of Los Angeles or by posting for ten days in three public places in the City of Los Angeles: one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall; one copy on the bulletin board located at the Main Street entrance to the Los Angeles City Hall East; and one copy on the bulletin board located at the Temple Street entrance to the Los Angeles County Hall of Records. I hereby certify that this ordinance was passed by the Council of the City of Los Angeles, at its meeting of JUNE LAGMAY, City Clerk Approved-----' By -- Deputy Approved as to Form and Legality Mayor CARMEN A. TRUTANICH, City Attorney -/) f (;2,(AA.a_ LAURAADOGANG? Deputy City Attorney Date --'Cj:...-_ 1 _;2 11 File No.,C"-F_,_N_,_,o"-. _,_11.!...-_,_11.!...1'-"5' Pursuant to Charter Section 559, I disapprove this ordinance on behalf of the City Planning Commission and recommend that it not be adopted.. September / L See attached report. /hcd2ml. Michael LeGrande ' A& Director of Planning M:IRP-E\Laura Cadogan\ORDINANCES\Howard Hughes Ordinance. DOC 3

10 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Allan J. Abshez, Esq. Greenberg Traurig 2450 Colorado Avenue, Suite 400 East Santa Monica, California HOWARD HUGHES CENTER AMENDED AND RESTATED DEVELOPMENT AGREEMENT Originally Effective: November 4, 1986 First Amendment: September 11, 2002 Second Amendment: May 2, 2005 Amended and Restated:, 2011 LA 129,754,935 v

11 HOWARD HUGHES CENTER AMENDED AND RESTATED DEVELOPMENT AGREEMENT TABLE OF CONTENTS I. DEFINITIONS... 1 A. "Applicable Rules"... 1 B. "Howard Hughes Center"... 1 C. "Development Agreement Act"... 1 D. "Discretionary Action; Discretionary Approval"... 1 E. "District Plan"... 1 F. "General Plan"... 1 G. "Project"... 1 H. "Project Approvals"... 1 I. "Transportation Improvements"... 2.T. "Transportation Specific Plan"... 2 II. RECITALS OF PREMISES, PURPOSE AND INTENT... 2 A. Enabling Statute... 2 B. City Procedures... 2 C. The Property... 3 D. The Project Description of the Major Components of the Project Description of Major Infrastructure Improvements to be Included Within the Scope of this Amended and Restated Agreement Dedication of Land for Public Purposes Density of the Project Maximum Height of Project Buildings... 5 E. Public Objectives Comprehensive Planning Objectives Public Benefits in Return for Assurance of Completion... 6 F. Company Objectives... 9 III. AGREEMENT AND ASSURANCES... 9 i LA 129,754,935 v

12 A. Agreement and Assurances on the Part of Company... 9 B. Agreement and Assurances on the Part of City Entitlement to Develop Subsequent Development Review Pumping Plant and Sewer Projects Justifiable Reliance Consistency with Applicable Rules Time Period of Tentative Map Interim Uses IV. TRANSPORTATION SPECIFIC PLAN REQUIREMENTS A. Transportation Impact Assessment Fee Transportation Fee Structure In Lieu Credits Transportation Fee Payable Per Project Building B. Payment Schedule... 15!. Payment of Monthly Installments Late Payment Charge Delinquency Notice of Delinquency; Period to Cure Delinquency Notice of Lien Enforcement of Lien C. TDM Program D. Phasing Program E. Traffic Impact Mitigations F. Final Phase G. Nonconformance Assessment Fee H. Entire Requirements V. GENERAL PROVISIONS A. Effective Date B. Duration C. Assessment District Participation D. Cooperation and Implementation ii LA ,935 v

13 E. Intent and Remedies F. Periodic Review G. Dispute Resolution H. Assignment I. Relationship of Parties J. Hold Harmless K. Notices L. Severability and Termination M. Time of Essence N. Modification or Amendment Waiver P. Successors and Assigns Q. Governing State Law R. Constructive Notice and Acceptance S. Processing Fees Exhibits A - Legal Description of the Property B - Location Map C - Transportation Improvements D - Project Density Table E - Project Building Height Table F- Additional In Lieu Credit Transportation Facilities 7 iii LA 129,754,935 v

14 HOWARD HUGHES CENTER AMENDED AND RESTATED DEVELOPMENT AGREEMENT THIS AMENDED AND RESTATED AGREEMENT, executed this _ day of -:c-::-:--c::---:-:'.2011, by and between the CITY OF LOS ANGELES, a municipal corporation ("City") and BRE/TTZ HHL, LLC, a Delaware limited liability company and successor-ininterest to HOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited partnership, ("Company"), constitutes the third amendment to and comprehensive restatement of that certain Development Agreement first executed the 4'h day of November, 1986, as previously amended on September II, 2002 and May 2, I. DEFINITIONS For all purposes of this Amended and Restated Agreement, except as otherwise expressly provided or nnless the context otherwise requires: A. "Applicable Rules" means the rules, regulations and official policies of City in force as of June 18, 1986, governing permitted uses of Howard Hughes Center, governing density, and governing design, improvement and construction standards and specifications applicable to the Project. B. "Howard Hughes Center" means the approximately 69 acres owned by Company and upon which Company intends to develop the Project. C. "Development Agreement Act" means Sections et seq. of the California Government Code. D. "Discretionary Action; Discretionary Approval" means an action which requires the exercise of judgment, deliberation or a decision on the part of City, including any board, commission or department and any officer or employee thereof, in the process of approving or disapproving a particular activity, as distinguished from an activity which merely requires City, including any board, commission or department and any officer or employee thereof, to determine whether there has been compliance with applicable statutes, ordinances, regulations or the conditions of previous approvals. E. "District Plan" means the Westchester-Playa del Rey District Plan. F. "General Plan" means the General Plan of the City of Los Angeles. G. "Project" means the development of Howard Hnghes Center as a mixed-use complex comprised of the major components described in Section II.D.I. H. "Project Approvals" means (1) Tentative Tract Map No ; (2) Variance No. ZA (YV); (3) Conditional Use Permit No. ZA (CUZ); (4) Conditional Use Permit No. CPC CU; and Conditional Use Pennit No. 2A (CUB). I LA 129,754,935 v

15 I. "Transportation Improvements" means those major transportation-related improvements required of Company to service the Project and the Project area..j. "Transportation Specific Plan" means the Coastal Transportation Corridor Specific Plan of the City of Los Angeles (Ordinance No. 160,394). II. RECITALS OF PREMISES, PURPOSE AND INTENT A. Enabling Statute To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interests in such property. Section of the Development Agreement Act expressly provides as follows: "The Legislature finds and declares that: "(a) The lack of certainty in the approval of development projects can result in a waste of resources, escalate the cost of housing and other development to the consumer, and discourage investment in and a commitment to comprehensive plmming which would make maximum efficient utilization of resources at the least economic cost to the public. "(b) Assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to conditions of approval will strengthen the public planning process, encourage private pmticipation in comprehensive planning, and reduce the economic cost of development." B. City Procedures Pursuant to the authorization set forth in Section of the Development Agreement Act, City has adopted rules and regulations establishing procedures and requirements for development agreements. The parties hereto have determined that the Project is a development for which a development agreement is appropriate (Council File No S I; May 6, 1986). A development agreement will provide for the orderly development of the Project, allow progressive installation of necessary major public and private infrastructure improvements (inclnding the Transportation Improvements described below), relate the development of Howard Hughes Center to the provisions of the Transportation Specific Plan and otherwise achieve the goals and purposes for which the Development Agreement Act and the Transportation Specific Plan were enacted. In exchange for these and other benefits to City, Company will receive the assurance that it may develop the Project during the term of this 2 LA 129,754,935 v

16 Amended and Restated Agreement in accordance with the Applicable Rules, subject to the terms and conditions herein contained and those set forth in the Project Approvals. In accordance with the Transportation Specific Plan, City has undertaken the necessary proceedings, has found and determined that this Amended and Restated Agreement is consistent with the General Plan and with the Transportation Specific Plan, has adopted Ordinance No approving the original Development Agreement which ordinance became effective on November 2, 1986, adopted Ordinance No approving the First Amendment to the Development Agreement which ordinance became effective on September 11, 2002, adopted Ordinance No approving the Second Amendment to the Development Agreement which ordinance became effective on May 2, 2005, and adopted Ordinance No. approving this Amended and Restated Development Agreement which ordinance becomes effective on, This Amended and Restated Agreement does not (1) grant density or intensity in excess of that otherwise established in the Project Approvals, (2) supersede, nullify or amend any condition imposed in the Project Approvals, (3) eliminate future Discretionary Actions relating to Howard Hughes Center if such Discretionary Actions are initiated by Company, ( 4) guarantee to Company any profits from the Project, (5) prohibit Howard Hughes Center's participation in any benefit assessment district which is generally applicable to properties surrounding Howard Hughes Center, or (6) amend the General Plan. This Amended and Restated Agreement is not permanent. C. The Property Company is the owner of approximately 69 acres ("Howard Hughes Center") located in the Westchester community of City, as more particularly described in Exhibit A attached hereto and as shown on the Location Map attached hereto as Exhibit B. D. The Project It is Company's intent to subdivide and develop Howard Hughes Center as described below (the "Project"). 1. Description of the Major Components of the Project. Company seeks to develop Howard Hughes Center as a mixed-use complex comprised of the following major components: (a) A maximum of 1,950,000 square feet 1 of commercial office and retail development, including at Company's option a maximum 100,000 square feet of retail and a maximum 100,000 square foot fitness center, constructed in the phases and subject to the conditions set forth in the Project Approvals; (b) A 250,000 square foot entertaimnent/retail center; 1 As provided in the approval of Tentative Tract Map No , square footage shall be calculated in accordance with Sections A5 and of the Los Angeles Municipal Code. 3 LA 129, v

17 (c) A maximum of 600 hotel rooms; provided, however, that Company may construct np to 900 additional hotel rooms, to a maximum of 1,500 total hotel rooms, by exchanging 301 square feet of commercial office/retail space for each additional hotel room. (d) A maximum of 600 residential units, provided, however, each residential unit constructed shall reduce by one hotel room the number of hotel rooms that is allowed to be constructed under paragraph (c) above; (e) road improvements paragraph D.2. Public and private improvements, partially cons1stmg of major and other infrastructure within the Project area as described in (f) Alternative uses on Undeveloped Lots. As of the Effective Date of this Amended and Restated Agreement, four of the existing lots at Howard Hughes Center are currently undeveloped (such lots being commonly known as 5900, 5901, 6040 and 6055 Center Drive; hereinafter the "Undeveloped Lots"), and (i) of the 1,950,000 square feet of commercial office and retail uses authorized in Section II.D.l(a), 488,659 square feet of commercial office and retail uses remain to be developed; and (ii) of the 600 hotel rooms and/or residential units authorized in Sections II.D.l(c) and (d), 600 hotel rooms and/or residential units remain to be developed (collectively, the "Remaining Approved Uses"). Such Remaining Approved Uses will generate 1397 p.m. peak hour trips (hereinafter, "Available Trips") 2 Company may elect, but shall not be obligated, to develop the Undeveloped Lots with uses other than the Remaining Approved Uses (hereinafter, "Alternative Uses"), which Alternative Uses shall be administratively approved by the Planning Department provided it verifies the following: (i) The proposed Alternative Uses are permitted in the C-2 zone (either by-right or pursuant to a subsequent Discretionary Action as permitted by Section III.B.2); provided that the uses prohibited by L.A.M.C. Section (a) through (q) in the C4 Zone shall be prohibited, with the exception of hospitals, sanitariums, gymnasiums, health clubs and similar uses, which shall be permitted. (ii) There are Available Trips for the proposed square footage of the proposed Alternative Uses. For such purposes, the Planning Department shall maintain a record of Available Trips and shall update such record as Remaining Approved Uses and/or Alternative Uses are developed. The Planning Department shall reduce the number of Available Trips by the number of trips consumed by the square footage of the Remaining Approved Uses and/or Alternative Uses as they are developed based upon the trip generation rates in Ordinance (for the uses addressed therein) or, for uses not addressed in Ordinance , according to the trip generation rates published in the 2 Such Available Trips are calculated as follows 488,659 square feet x 2 trips per 1,000 square feet= p.m. peak hour trips. 600 hotel rooms/residential units x.7 trips per unit= 420 p.m. peak hour trips 4 LA 129,754,935 v

18 most current version of the Trip Generation manual published by the Institute of Transportation Engineers. (iii) The aggregate average floor area ratio of the Undeveloped Lots shall not exceed 3:1. (iv) According to the most recent aruma! review for the Development Agreement pursuant to Section V.F, Howard Hughes Center is in compliance with the requirement to reduce p.m. peak hour trips as required by Condition 16 of Tentative Tract Map No (v) The Alternative Uses comply with the remaining conditions of the Project Approvals. 2. Description of Major Infrastructure Improvements to be Included Within the Scope of this Amended and Restated Agreement. The Transportation Improvements which are a part of the Project, together with a phasing program, are described in Exhibit C hereto. 3. Dedication of Land for Public Purposes. Provisions for the dedication of land for public purposes are included within the description of Transportation Improvements on Exhibit C hereto. 4. Density of the Project. The density of the Project is shown on the table attached as Exhibit D hereto and is subject to the limitations set forth in the Project Approvals. 5. Maximum Height of Project Buildings. The maximum height of each of the Project's proposed buildings is shown on the table attached as Exhibit E hereto and is subject to the limitations set forth in the Project Approvals. E. Public Objectives In accordance with the legislative findings set forth in Section of the Development Agreement Act, City wishes to attain certain public objectives that will be furthered by this Amended and Restated Agreement, as follows: 1. Comprehensive Planning Objectives. City wishes to facilitate the implementation of the General Plan, including the Transportation Specific Plan and the District Plan. Completion of the Project, a special commercial office and hotel center within City, will further the comprehensive planning objectives contained within the General Plan and the Transportation Specific Plan including the following: (a) Assuring the long-term viability of the economy of City; (b) Providing a circulation system coordinated with land use and densities, including street capacity and transportation facilities adeqnate to the intensity of existing and future development and significant regional-serving transportation improvements; 5 LA 129,754,935 v

19 (c) Enhancing the long-term potential for transit and high occupancy vehicle service to and from the Project and within the Project area; (d) Assuring that the Project, including the Transportation Improvements, will be completed in a timely manner consistent with prevailing market conditions, so that demand for uses that would otherwise be met in Howard Hughes Center will not be diverted to other sites which are environmentally inferior but otherwise approved for such uses; development; (e) Coordinating the phasing of public facilities with private (f) Providing places of both shmi-term construction employment and long-term permanent employment within City. 2. Public Benefits in Return for Assurance of Completion. The public benefits to be received as a result of the development of the Project through this Amended and Restated Agreement include, among others: (a) Construction of the Transpmiation Improvements which will not only mitigate the traffic impacts of the Project but will also provide significant regionalserving transportation improvements; (b) Reduction of Project-related traffic generation by 17% through the implementation of a Transportation Demand Management ("TDM") program and the phasing of development which will serve as a testing ground model which may be utilized or adopted for use in other large developments in this as well as other areas of City; (c) Significant positive contribution to the City's revenue base including estimated annual propetiy tax revenue of $6,600,000, annual sales tax revenue of $800,000, annual transient occupancy tax revenue of $1,150,000, fire hydrant fees of $800,000 and sewer fees of $900,000; (d) Financial participation in City sewage transportation and treatment facilities, including the Ballona Creek Pumping Plant Reconstruction project and the Ballona Creek Force Main and Gravity Sewer project; (e) Resolution of land use compatibility issues inherent in the adjacency of Ml-1 and R1-1 zoning and height district designations on the Project site and adjoining property by providing an attractive transition in intensity, usage and space. The private botanical parkway some 3,200 feet in length and 11.5 acres in area along the southerly border of the Project site particularly benefits properties adjacent thereto in terms of noise attenuation and visual buffering; (f) Minimization of public expenditures for infrastructure and other improvements through Project investment of millions of dollars in infrastructure 6 LA 129,754,935 v

20 improvements, including roads, storm drains, severs and water systems which would otherwise require public expenditures; (g) Provision of an aesthetic and functional landmark at one of the major gateways to the Westchester community of the City which will enhance property values of nearby communities; (h) Contribution to the City's visitor serving capacity m the Westchester-Playa del Rey area; (i) Implementation of the City's Bicycle Plan; (j) Development of a major business center within the City of Los Angeles providing opportunities for temporary employment during construction with an estimated payroll of $186,000,000 and permanent local long-term employment for an estimated 14,000 persons with an estimated annual payroll of$420,000,000; (k) Assurance that development of the Project will proceed in accordance with a master plan which was the result of a three-year comprehensive and coordinated planning process by and among Company, City and the community in which private and public goals, objectives and interests were thoughtfully integrated and resolved in an optimal fashion. (I) Within one year of the Effective Date of the Second Amendment to the Development Agreement, provide evidence satisfactory to the Director of Planning that (a) Company has either (i) contributed $150, to the Westchester Streetscape Improvement Association ("WSIA") or (ii) spent $150, in hard costs for sidewalk, crosswalk and streetscape improvements on Sepulveda Boulevard in the Project vicinity in a manner consistent with the Westchester Streetscape Improvement Plan as determined by the Director of Planning in consultation with the applicable Council District Office, who shall obtain input from the WSIA and (b) Company has contributed to the WSIA, at no cost to the WSIA, construction management, design and permitting services to coordinate and supervise such sidewalk, crosswalk and streetscape improvements on Sepulveda Boulevard in the Project Vicinity. (m) Within one year of the Effective Date of the Amended and Restated Agreement, provide evidence satisfactory to the Director of Planning that Company has contributed $1,850, to one or more investment trust funds established with the California Community Fonndation (or another non-profit public benefit foundation acceptable to the City of Los Angeles) for the benefit of the Westchester Streetscape Improvement Association. The fund(s) may be utilized by the Westchester Streetscape Improvement Association for the purpose of: (a) funding the design, approval, construction and installation of new sidewalk, crosswalk, streetscape, and landscape improvements on Sepulveda Boulevard between Howard Hughes Parkway and 84th Street in a manner consistent with the Westchester Streetscape Improvement Plan (the "Sepulveda Streetscape Project"), and (b) the subsequent and on-going 7 LA 129,754,935 v

21 maintenance of the Sepulveda Streetscape Project. The Westchester Streetscape Improvement Association shall undertake the Sepulveda Streetscape Project within two years of Company's contribution of the $1,850, The City of Los Angeles shall be a third-party beneficiary of such funds, shall be authorized to enforce the use and application of such funds by the Westchester Streetscape Improvement Association for the purposes set forth in this paragraph, and shall have access to such funds for the foregoing purposes in the event such funds are not properly or timely utilized by the Westchester Streetscape Improvement Association as provided herein. (n) Prior to issuance of a building permit for any residential unit that would result in an overall development of more than 600 residential units on the Undeveloped Lots, Company shall submit a proposed Workforce Housing Plan to the Planning Department for review and approval. This Plan shall provide the following: i. Company shall reserve 5% of any residential units in excess of 600 units on the Undeveloped Lots for rent to households meeting the Workforce Income Levels for Qualified Workforce Tenants, as defined below. At Company's option, units reserved for workforce households pursuant to this condition may be sold instead of rented to households meeting workforce income levels (AMI 150%) at price levels that do not exceed then applicable prices adjusted by bedroom size established by the LAHD for workforce for-sale housing. ii. "Workforce Rents" mean rent levels that do not exceed the maximum Workforce Rent Levels adjusted by bedroom size as set forth in LAHD 2010 Income and Rent Limit- Land Use Schedule I (May 14, 2010) on file, adjusted annually by the annual automatic rent adjustment rate allowed under the Rent Stabilization Ordinance; HI. "Qualified Workforce Tenants" mean tenants who earn no more than the allowable maximum Workforce Income Level as set forth in LAHD 2010 Income and Rent Limit - Land Use Schedule I (May 14, 2010) on file, as adjusted annually based on the annual percentage increase in median income for the Los Angeles Long Beach-Santa Ana metro area. iv. Marketing of Workforce Housing Units to Community- Serving Employees. Company shall make good faith efforts to market the Workforce Housing units required hereunder to households meeting the Workforce Income Levels for Qualified Workforce Tenants who are Community-serving employees (including, but not limited, to police officers, fire fighters, teachers, government employees, and health care professionals). Such efforts may include placing advertisements in local area newspapers and newsletters and placing advertisements in bulletins/newsletters/bulletin boards oflapd, LAFD, LAUSD, private schools and hospitals/medical clinics. v. Covenant. Prior to the issuance of any building permit for any residential unit that would result in development of more than 600 residential units on the Undeveloped Lots, Company shall record a covenant on the suject property 8 LA ,935 v

22 reqmnng that the Workforce Housing units required hereunder be restricted m accordance with this Section Il.E.2(m) for a period of thirty (30) years. F. Company Objectives In accordance with the legislative findings set forth in Section of the Development Agreement Act, Company wishes to obtain reasonable assurances that, having received all necessary Discretionary Approvals for the Project (i.e., the Project Approvals), Company may develop the Project in accordance with the Applicable Rules and with the conditions established in the various Project Approvals. Because of the nature of the Project and the type and extent of the Transportation Improvements to be provided by the Project, the development of the Project will take a long period of time to complete. The decision by the Company to continue the Project beyond the first building in Phase I is based on expectations of proceeding with the Project to completion. In the absence of this Amended and Restated Agreement, Company would have no assurance that it can complete the Project. For any number of currently foreseeable and unforeseeable reasons, including. without limitation, regional traffic and related impacts (such as impact on air quality) resulting from development outside the jurisdiction of City, pressures on the City could be created to (i) halt the Project at a point short of total buildout, (ii) defer or delay completion of the Project, or (iii) apply new rules, regulations or official policies to the Project in such a manner as to significantly increase the cost or reduce the size of the Project. The potential loss of anticipated revenue associated with these development risks and uncertainties would, in the absence of this Amended and Restated Agreement, deter and discourage Company from making a long-term commitment to the implementation of the Project. In addition, the costs of the Transportation Improvements and other private infrastructure improvements to be funded by Company directly or indirectly will be in the millions of dollars and will be incurred by Company well in advance of the completion of the private income-producing components of the Project which provide the economic return required to justify and offset the investment in such infrastructure improvements. Accordingly, Company cannot prudently continue the development of the Project and such associated Transportation Improvements without reasonable assurance that it will be able to complete the Project in accordance with the Project Approvals, and it is only the assurance of the ability to complete the private income-producing components of the Project in accordance with the Project Approvals that provides the inducement to Company to agree to commit the land and financial resources represented by the Transportation Improvements and other private infrastructure improvements. III. AGREEMENT AND ASSURANCES A. Agreement and Assurances on the Pmi of Company In consideration of the premises, purposes and intentions set forth in Article II above, and in consideration of the assurances for completion of the Project pursuant to the terms and conditions of City assurances set forth in Section IILB below, Company hereby agrees that Company will use its best efforts, in accordance with its own business judgment and taking into consideration market conditions and other economic factors influencing Company's business decisions to commence or to continue development, to develop the Project in accordance with 9 LA 129,754,935 v

23 the terms and conditions of this Amended and Restated Agreement, with the conditions established in the Project Approvals and with the Applicable Rules, including: (a) A maximum of 1,950,000 square feet 3 of commercial office and retail development, (including at Company's option a maximum I 00,000 square feet of retail and a maximum 100,000 square foot fitness center) constructed in the phases and subject to the conditions set forth in the Project Approvals; 4 (b) A 250,000 square foot entertainment/retail center; (c) A maximum of 600 hotel rooms; provided, however, that Company may construct up to 900 additional hotel rooms, to a maximum of I,500 total hotel rooms, by exchanging 3 0 I square feet of commercial office/retail space for each additional hotel room; (d) A maximum of 600 residential units, provided, however, each residential unit constructed shall reduce by one hotel room the number of hotel rooms that is allowed to be constructed under paragraph (c) above; (e) II.D.I(f) above; (f) Alternative Uses on the Undeveloped Lots as provided in Section The Transportation Improvements identified in Exhibit C. B. Agreement and Assurances on the Part of City In order to effectuate the premises, purposes and intentions set forth in Article II above, and as an inducement for Company to obligate itself to carry out the covenants and conditions set forth in the preceding Section III.A of this Amended and Restated Agreement, and as an inducement for Company to carry out said covenants and conditions, and in consideration for Company doing so, City hereby agrees and assures Company that Company will be permitted to carry out and complete the entire Project, as specifically described and set forth in Section II.D, su]:,ject to the terms and conditions of this Amended and Restated Agreement, the conditions established in the Project Approvals and the Applicable Rules. In furtherance of such agreement and assurance, and pursuant to the authority and provisions set forth in the Development Agreement Act and the Transportation Specific Plan, City, in entering into this Amended and Restated Agreement, hereby agrees and acknowledges that: I. Entitlement to Develop. Company has the right to develop all phases of the Project without any further Discretionary Action being obtained from the City, subject to the conditions imposed by the Project Approvals and in accordance with the Applicable Rules, and 3 As provided in the approval of Tentative Tract Map No , square footage shall be calculated in accordance with Sections l2.2l.la5 and l2.2l.lb4 of the Los Angeles Municipal Code. The Project development is further limited to 4,785 trips as calculated in accordance with City's approval of Tentative Tract Map No on January 24, LA 129, v

24 finds the Project consistent with the General Plan, including the Transportation Specific Plan and the District Plan, and the applicable zoning regulations. Any change in the Applicable Rules, including, without limitation, any change in any applicable general or specific plan, zoning, subdivision, or building regulation, adopted or becoming effective after June 18, 1986, including, without limitation, any such change by means of an ordinance, City Charter amendment, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the Mayor, City Council, Planning Commission or any other Board, Commission or Department of City, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Amended and Restated Agreement, otherwise be applicable to the Project and which would conflict in any way with or be more restrictive than the Applicable Rules, shall not be applied by City to the Project unless such changes (i) are found by City to be necessary to the health and safety of the citizens of City, and (ii) are generally applicable to all property in City, and (iii) do not prevent or delay development of the Project in accordance with this Agreement. By way of one such example only, the sign regulations first enacted by the City in the late 1990's, and as amended thereafter, to ban both new off-site signs and also alterations to pre-existing off-site signs always have and always shall apply in full to the Project; provided, however, that the foregoing shall not affect the validity of any permit lawfully issued by the City f()r any oftsite sign in the Project. Notwithstanding the above, development of the Project shall be subject to changes occurring from time to time in City Municipal Code provisions to applicable to private improvements to be constructed in Howard Hughes Center and in construction, engineering and design standards applicable to public improvements to be constructed in Howard Hughes Center, provided that such changes (x) are found by City to be necessary to the health and safety of the citizens of the City, and (y) are generally applicable to all property in the City, and (z) do not prevent orderly development of the Project in accordance with this Agreement. 2. Subsequent Development Review. City shall not require Company to obtain any approvals or permits for the development of the Project in accordance with this Amended and Restated Agreement other than those permits or approvals which are required by the Applicable Rules. All subsequent review of development of the Project shall be subject to the terms and conditions of this Amended and Restated Agreement. Any subsequent Discretionary Action initiated by Company which does not change the density, intensity, phasing, building heights or proportion of office, hotel, retail, residential space or Alternative Uses permitted in Howard Hughes Center shall be governed by the Applicable Rules. Any subsequent Discretionary Action initiated by Company which changes the density, intensity, phasing, building heights or proportion of office, hotel, retail, residential space or Alternative Uses permitted in Howard Hughes Center shall be subject to the rules, regulations and official policies of City then in effect; provided, however, that no such subsequent Discretionary Action, when approved, will constitute grounds for the termination of this Amended and Restated Agreement or otherwise affect the enforceability of this Amended and Restated Agreement with respect to the development of Howard Hughes Center hereunder. Unless amended to provide otherwise, this Amended and Restated Agreement shall not apply to any such subsequent approved Discretionary Action. II LA v

25 Any subsequent Discretionary Actions implementing the Project or any conditions, terms, restrictions and requirements of any such Discretionary Actions implementing the Project, shall not prevent development of Howard Hughes Center for the uses and to the maximum density or intensity of development set forth in this Amended and Restated Agreement. As provided for in Section of the Development Agreement Act, this paragraph B.2 shall not preclude the application to Howard Hughes Center of changes in City rules, regulations or official policies, the terms of which are specifically mandated and required by changes in state or federal laws or regulations. In the event such changes in state or federal laws prevent or preclude compliance with one or more provisions of this Amended and Restated Agreement, Company may take such action as is permitted pursuant to Section V.L of this Amended and Restated Agreement. 3. Pumping Plant and Sewer Projects. City shall expeditiously commence and complete the Ballona Creek Pumping Plant Reconstruction project, W.O , and the Ballona Creek Force Main and Gravity Sewer project, W.O Justifiable Reliance. City acknowledges that, in investing money and planning effort in and to the Project, in making the Transportation Improvements hereunder and in undertaking completion of the Project, Company will be doing so in reliance upon City's covenants contained in this Agreement and upon the enforceability of this Agreement, and City agrees that it will be reasonable and justifiable for Company to so rely. 5. Consistency with Applicable Rules. City finds, based upon all information made available to City prior to or concurrently with the execution of this Amended and Restated Agreement, that there are no Applicable Rules that would prohibit or prevent the full completion and occupancy of the Project in accordance with the uses, densities, designs, heights and the phasing incorporated and agreed to herein. 6. Time Period of Tentative Map. As provided in California Government Code Section , the term of Tentative Tract Map. No (approved by City on January 24, 1986) shall be extended for ten (10) years after January 24, Interim Uses. City agrees that Company may use Howard Hughes Center during the term of this Amended and Restated Agreement for any use which is otherwise permitted by the applicable zoning regulations. Any such use shall be subject to the provisions of the Transportation Specific Plan. IV. TRANSPORTATION SPECIFIC PLAN REQUIREMENTS The obligations and requirements of the Project under the Transportation Specific Plan are as follows: 5 5 All capitalized terms which are used this Article IV and which are otherwise not defined in this Amended and Restated Agreement, and any other terms used herein which are also used in the Transportation Specific Plan, shall have the meanings set forth in the Transportation Specific Plan as of June 18, LA 129,754,935 v

26 A. Transportation Impact Assessment Fee 1. Transportation Fee Structure. Pursuant to Section 5 of the Transp01iation Specific Plan, Company shall pay or guarantee a Transportation Impact Fee (the "Transportation Fee") based upon the number of Trips to be generated by the Project. The amount of the Transportation Fee for all office uses in the Project and for retail uses in the Project which do not qualify as "short-distance local Trip generators" under Section 3A of the Transportation Specific Plan shall be as follows: Fee= (2 Trips/1,000 sq. ft. x Floor Area x 83%) x $2,010 The amount of the Transportation Fee for all Project hotels shall be as follows: Fee= (0.7 Trips x no. of rooms) x $2,010 Retail uses in the Project which qualify as "short-distance local Trip generators" under Section 3A of the Transportation Specific Plan and the fitness center shall be exempt from payment of the Transportation Fee. 2. In Lieu Credits. The Project shall receive In Lieu Credit for construction costs incurred by Company covering the following Regional or Subregional Transportation Improvements: the Transportation Improvements listed on Exhibit C under A. I, 2, 6, 7, 9, 10, 11, 12, 14, 15, 18b, d, e, and f, 19, 20,21 and 22. The Project also shall receive In Lieu Credit for any Company contribution towards the Transportation Improvements listed on Exhibit C under 16c, d and e and for any Company contribution towards such other improvements within the City of Culver City as the City Council of City may approve pursuant to Section 6D5 of the Transp01iation Specific Plan; provided, however, that prior to receiving such In Lieu Credit, it is demonstrated to the satisfaction of City (i) that the amounts paid by Company to Culver City will in fact be used for, or to reimburse Culver City for the costs of, the construction of improvements to one or more of the specific intersections listed in item 16c, d and e on Exhibit C or such other improvements within Culver City, and (ii) that the improvements to such specific intersections or such other improvements are intended to increase traffic capacity. Approval of this Amended and Restated Agreement by the City Council of City shall constitute the approval required under Section 6D5 of the Transportation Specific Plan only for the improvements to the intersections listed in item 16c, d and e on Exhibit C, it having been found by the City Council, upon the recommendation of the Department of Transportation, that (x) improvements to such intersections will have a direct transportation benefit to the Specific Plan Area, (y) no substitute improvements are available within City jurisdiction which would accomplish the same traffic improvement, and (z) by reason of the requirements of this Amended and Restated Agreement set fotih in subparagraph (ii) above, such improvements will have received the approval of the City of Culver City prior to In Lieu Credit being given hereunder. In addition, the Project shall receive In Lieu Credit for the transportation facilities listed on Exhibit F to this Amended and Restated Agreement if at the time of construction of such 13 LA 129,754,935 v

27 facilities they are approved for In Lieu Credit by the Department of Transportation as a Regional or Subregional Transportation Improvement. The Project shall also be entitled to receive In Lieu Credit for all portions of land it is required to dedicate for the northbound San Diego Freeway on and off ramps, for Sepulveda Boulevard widening which results in a total right of way width in excess of 100 feet and for Howard Hughes Parkway (formerly Spicer Road) which results in a total right of way width in excess of 80 feet. The amount of In Lieu Credit for each of the above-listed Regional or Subregional Transportation Improvements shall be the actual construction costs of each such Improvement. However, if the actual construction costs exceed the detailed cost estimate for such Improvement as approved by the City Engineer and the Department of Transportation, the City Engineer and the Department of Transportation must approve such excess costs before they can qualify for In Lieu Credit. For purposes of this Amended and Restated Agreement, "construction costs" and "detailed cost estimate" shall consist of any and all costs directly related to the construction of a Regional or Subregional Transportation Improvement including design and engineering costs, contractor costs, fees for City permits, processing and inspections and for the posting of bonds; insurance, project management fees, interest during construction, cost of soil reports, testing and inspection, and legal fees. In Lieu Credit for the above-described dedication of land for the northbound San Diego Freeway on and off ramps, Howard Hughes Parkway and the widening of Sepulveda Boulevard shall be equal to the fair market value of the dedication appraised to the satisfaction of the City as of the date of dedication. In Lieu Credit, in excess of that which is credited toward the Transportation Fee otherwise payable because of the issuance of a building permit for any specific building in the Project (including the first building in the Project), may be reserved by the Company and credited toward the portion of the Project's Transportation Fee otherwise attributable to a subsequent phase of the Project, or to a related Development (as defined in Section 6D4 of the Transportation Specific Plan) located within the boundaries of Tentative Tradct Map No However, as additional consideration for this Amended and Restated Agreement, Company agrees that, notwithstanding the provisions of Section 6D4 of the Transportation Specific Plan to the contrary, such excess In Lieu Credit may not be reserved and credited toward the Transportation Fee otherwise payable by related Developments located outside the boundaries of Tentative Tract Map No but within the same employment center. 3. Transportation Fee Payable Per Project Building. As additional consideration for this Amended and Restated Agreement, Company agrees that the first building in the Project which is currently under construction shall be subject to the provisions of the Transportation Specific Plan. The Transportation Fee for the Project, as adjusted pursuant to Section 5B2b of the Transportation Specific Plan, shall be due and payable (subject to the Company's options as set forth in paragraph B below) as building permits are hereafter issued for the Project's buildings; provided, however, that as to the first building in the Project, the Transportation Fee shall be due and payable (subject to Company's options as set forth in paragraph B below) prior to the earlier of (x) the issuance of a permanent certificate of 14 LA ,935 v

28 occupancy for such building or (y) six (6) months after the issuance of the initial temporary certificate of occupancy for such building. The portion of the Project's Transportation Fee applicable to each building shall be determined according to the formulas set forth in paragraph A.1 above and the application of In Lieu Credit available at the time of building permit issuance. B. Payment Schedule Prior to the issuance of a building permit for each building in the Project (other than the first building in the Project), the Company, at its option, shall either (i) pay in cash the portion of the Project's Transportation Fee applicable to such building. or (ii) guarantee by (a) lien against the site of the building or (b) other means satisfactory to the City that such portion shall be paid either (1) prior to the issuance of any temporary or permanent certificate of occupancy for the building (but in no event beyond two years from the date of issuance of the building permit) or (2) in 240 equal monthly payments, with interest on any unpaid portion at the 12-month Treasury Bill rate in effect at the time of issuance of the building permit, with the first payment beginning on the first to occur of the issuance of a temporary or permanent certificate of occupancy or two years from the issuance of the building permit (the "Payment Commencement Date"). As to the first building in the Project, Company shall, prior to the earlier of (x) the issuance of a permanent certificate of occupancy for such building or (y) six (6) months after the issuance of, the initial temporary certificate of occupancy for such building, either pay the portion of the Project's Transportation Fee applicable to such building in cash or execute a covenant and Amended and Restated Agreement providing for payment in monthly installments as provided above and on the terms and conditions as provided below. The provisions of Section SF of the Transportation Specific Plan shall apply to any refunds to which Company may be entitled. Upon Company's election to pay any portion of the Transportation Fee in installments together with interest thereon as provided above, Company shall execute a covenant and Amended and Restated Agreement providing for the payment of all such installments on the following terms and conditions: 1. Payment of Monthly Installments. Company shall pay the Transportation Fee in 240 equal monthly installments, beginning on the Payment Commencement Date (the "Initial Payment") and continuing each month thereafter until fully paid. 2. Late Payment Charge. If any such monthly installment remains due and unpaid fifteen (15) days following the due date of such installment, Company shall pay an additional sum equal to six percent ( 6%) of the overdue installment as a late payment charge. Said late payment shill be added to the balance of the Transportation Fee with interest payable as set forth in paragraph B, above. City shall not be required to accept any such overdue installment which does not include the late payment charge. 3. Delinquency. City may declare delinquent any such monthly installment remaining due and unpaid more than fifteen (15) days following the due date of such installment and the entire remaining unpaid balance of the Transportation Fee immediately due and payable. 15 LA 129,754,935 v

29 Such amouut shall thereupon become a lien against the site of the building for which the Transportation Fee was assessed. 4. Notice ofdelinguencv: Period to Cure Delinquency. If City declares any installment delinquent pursuant to paragraph B.3, above, City shall give notice thereof to Company and to any guarantor. Such notice must be in writing and be mailed, first class postage prepaid, to Company as provided in Section V.K, below, and state that, unless such delinquency is cured as hereafter provided, the security for the Transportation Fee will be called upon to make payment in full thereof seventy-five (75) days after the date such notice was mailed. Any such delinquency may be cured if the delinquent installment, together with any late charge and interest due thereon, is paid within ninety (90) days following the due date of such delinquent installment. If such delinquency is cured within said ninety (90) day period, the entire remaining unpaid balance of the Transportation Fee shall no longer be immediately due and payable and the monthly installment payment obligation and schedule shall be reinstated. If such delinquency is not cured within said ninety (90) day period, City may, following the expiration of the seventyfive (75) day notice period referred to above, exercise all remedies available to it. 5. Notice of Lien. City may cause to be recorded in the Office of the Los Angeles County Recorder a Notice of Lien securing the payment of any delinquent sum due hereunder. Such Notice of Lien shall state the amount of the delinquent sruu and a sufficient description of the building site against which the delinquent sum has been assessed. Upon payment to City of the delinquent sum, or other satisfaction thereof, City shall cause to be recorded a Notice of Satisfaction and Release of Lien stating the satisfaction and release of the delinquent sum. 6. Enforcement of Lien. City may bring an action to foreclose the lien if Company fails to pay or otherwise satisfy the delinquent sum within thirty (30) days from the date on which the Notice of Lien was recorded. C. TDM Program The Company's compliance with Condition No. 16 of the City's approval of Tentative Tract Map No shall constitute compliance with the Transportation Specific Plan's requirements for TDM programs and performance reports, as set forth in Sections 6E 1 and 6E2 of the Transportation Specific Plan. In addition, Company shall have the rights of an Applicant set forth in Sections 6E3, 4 and 5 and 6F of the Transportation Specific Plan with respect to the joint performance of TDM programs, the transfer of TDM programs, a TDM employer organization, and reduced parking, respectively. D. Phasing Program The Phasing Program required under the Transportation Specific Plan for the Project shall be as set forth in paragraphs B and C of Exhibit C. 16 LA 129,754,935 v

30 E. Traffic Impact Mitigations The Transportation Improvements which are a part of the Project satisfy the Transportation Specific Plan's requirements for Traffic Impact Mitigation of Significant Transportation Impacts at Adjacent Intersections. F. Final Phase The provisions of Condition No. 15 of the City's approval of Tentative Tract Map No satisfy the requirements of the Transportation Specific Plan that the final phase of a multiphase Development such as the Project shall be dependent upon a demonstration to the Department of Transportation that the Project has achieved Trip reduction objectives. G. Nonconformance Assessment Fee Upon completion of those portions the Project which are built in reliance upon the attaimnent of required TDM goals, as provided in Conditions Nos. 15 and 16 of City's approval of Tentative Tract Map No , such portions of the Project shall be subject to the nonconformance assessment fee provisions set forth in Section 6E6 of the Transportation Specific Plan. H. Entire Requirements This Amended and Restated Agreement sets forth all of Company's and the Project's obligations under the Transportation Specific Plan. Prior to the issuance of building permits for each building constructed as part of the Project, the Department of Transportation shall review the building permit application for conformance to the requirements sat forth in this Article IV. Upon a determination of conformance by the Department of Transportation, building permits shall be approved as to compliance with the Transpo1tation Specific Plan. The Company may appeal any determination of nonconformance or any other determination or approval or disapproval made pursuant to this Section IV, in accordance with the provisions of Section 15 of the Transportation Specific Plan. V. GENERAL PROVISIONS A. Effective Date This Amended and Restated Agreement shall be effective upon its execution by a duly authorized representative of each party hereto. As provided in Section of the Development Agreement Act, a copy of this Amended and Restated Agreement shall be recorded with the Los Angeles County Recorder within ten (1 0) days after its execution by both parties. B. Duration The Project is a multi-phased development which will occur over many years, the exact number of which will be determined ultimately by market conditions and other factors influencing a sound business decision to continue development. It is the intent of the parties to 17 LA 129,754,935 v

31 establish as the term of this Amended and Restated Agreement more than sufficient time to complete the Project, so that if current expectations prove to be unrealistic, Company will have additional time in which to complete the Project, including the Transportation Improvements, in an economically sound manner. The term of this Amended and Restated Agreement commenced on November 4, 1986 (the "Commencement Date"), and shall remain in effect for a term of forty ( 40) years thereafter, unless said term is terminated, modified or extended by mutual consent of the pmties hereto. Following the expiration of said term, this Amended and Restated Agreement shall be deemed terminated and of no further force m1d effect; provided, however, such termination shall not affect ally right arising from City approvals on Howard Hughes Center prior to, concurrently with or snbsequent to the Commencement Date of this Amended and Restated Agreement. C. Assessment District Participation This Amended and Restated Agreement does not prohibit Howard Hughes Center's participation in any future benefit assessment district generally applicable to properties surrounding Howard Hughes Center; provided, however, that any such assessment which is transportation-related shall be credited against the Transportation Fee determined under Article IV of this Amended and Restated Agreement. D. Cooperation and Implementation City represents that it will cooperate with Company to the fullest extent reasonable m1d feasible to implement the provisions of this Amended and Restated Agreement. Upon satisfactory completion by Company of all required preliminary actions alld payments of appropriate processing fees, if any, City shall promptly commence and diligently proceed to complete all required steps necessary for the implementation of this Amended and Restated Agreement and the development by Company of Howard Hughes Center in accordallce with the terms of this Amended and Restated Agreement, including, but not limited to, the processing and checking of all final subdivision maps, any and all agreements, covenants and related matters required under the conditions of Project Approvals, building plans alld specifications and ally other plans necessary for the development of Howard Hughes Center, filed by Company or its nominee. Company will, in a timely manner, provide City with all documents, plans and other information necessary for City to carry out its obligations hereunder. E. Intent and Remedies Under this Amended and Restated Agreement, Compm1y's obligation to City is to develop the Project, including the construction of the Transportation Improvements, subject to the conditions established in the Project Approvals and in accordance with Compm1y' s own business judgment, and City's obligation to Company is to peimit Company to complete the Project in accordance with the Project Approvals and the Applicable Rules. In turn, the parties anticipate that City's promises in Section III.B will induce Company to start and complete the Project, including the Transportation Improvements, and thereby bring the many benefits thereof to City, and that Company's construction of the Transportation Improvements will enable City to better plan for its future growth. Therefore, the parties agree that the following provisions shall 18 LA 129,754,935 v

32 govern the availability of remedies should either party breach its obligations under this Amended and Restated Agreement. 1. City's remedies under this Amended and Restated Agreement shall be limited to the right to specifically enforce the terms and provisions of the Transportation Specific Plan Requirements, Article IV, as applicable to each phase of the Project, the right to engage in dispute resolution proceedings as provided in this Amended and Restated Agreement, and the right to modify or terminate this Amended and Restated Agreement as provided in Section 8G of the Transportation Specific Plan. City shall not have the right to specifically enforce the provisions of Section lila, nor in any way to compel Company to either start or complete the Project, nor to seek any monetary damages from Company for Company's failure to start or complete the Project. 2. Both parties agree and recognize that, due to the size and scope of the Project, including the major infrastructure improvements that must be made in the initial phases of the Project, the design and placement of various discrete uses and structures, and the functional and economic interrelationships of the various components of the Project, as a practical matter it will not be possible physically, financially and as a matter of land use planning, to restore Howard Hughes Center to its undeveloped natural state once any significant portion of Howard Hughes Center is developed and/or any portion of the infrastructure is constructed. Moreover, the Company has invested approximately three (3) years in planning to anive at the kind, location and intensity of uses, improvements and structures, all as specified in the Project plan. For the above reasons it may not be possible to determine an amount of monetary damages which would adequately and properly compensate Company for this work. Therefore, the parties agree that monetary damages would not be an adequate remedy for Company if City fails to carry out its obligations under Section III.B of this Amended and Restated Agreement. The parties further agree that specific performance shall be the preferred remedy, rather than monetary damages, in the event of the City's failure to carry out its obligation hereunder. F. Periodic Review During the term of this Amended and Restated Agreement, City and Company shall review annually the parties' respective compliance with this Amended and Restated Agreement. Such periodic review shall be limited in scope to good faith compliance with the terms of this Amended and Restated Agreement as provided for in Section of the Development Agreement Act. In connection with such review, each party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the Amended and Restated Agreement, to explain the basis for such assertion, and to receive from the other party a justification of its position on such matters. Company shall reimburse the City for its actual costs, reasonably and necessarily incurred, to accomplish the required annual review. If on the basis of the parties' review of any terms of the Amended and Restated Agreement either party concludes that the other party has not complied in good faith with the terms of the Amended and Restated Agreement, then such party not in default under this Amended and Restated Agreement may issue a written "Notice of Non-Compliance" specifying 19 LA ,935 v

33 the grounds therefor and all facts demonstrating such non-compliance. The party receiving a Notice of Non-Compliance shall have thirty (30) days to respond in writing to said Notice. If the response to the Notice of Non-Compliance has not been received in the offices of the party alleging the default within the prescribed time period, the Notice of Non-Compliance shall be conclusively presumed to be valid. If a Notice of Non-Compliance is contested, the parties shall have up to sixty (60) days to arrive at a mutually acceptable resolution of the matter(s) occasioning the Notice. In the event that the parties are not able to arrive at a mutually acceptable resolution of the matter(s), the party alleging the non-compliance may elect to (1) pursue any available remedy specified in Section V.E, (2) pursue dispute resolution proceedings pursuant to Section V.G below. The above provisions are subject to meeting the notice and hearing requirements of Section of the Development Agreement Act. G. Dispute Resolution The parties agree to consent to dispute resolution proceedings which will fairly and expeditiously resolve disputes or questions of interpretation under this Amended and Restated Agreement. Such dispute resolution proceedings may include (1) a procedure developed by City for expeditious interpretation of questions arising under development agreements, (2) nonbinding arbitration as provided below, or (3) any other manner of dispute resolution which is agreed upon by the parties. Any dispute between the parties that is to be resolved by arbitration shall be settled and decided by arbitration conducted by an arbitrator who must be a former judge of the Los Angeles County Superior Court. Such arbitrator shall be selected by mutual agreement of the parties. Upon appointment of the arbitrator, the matter shall be set for arbitration at a time not less than thirty (30) nor more than ninety (90) days from the effective date of the appointment of the arbitrator. The arbitration shall be conducted under the procedures set forth in Chapter 3 of Title 9 of Part 3 of the California Code of Civil Procedure, or such other procedures agreeable to both parties; except that provisions of the California Code of Civil Procedure pertaining to discovery and the provisions of the California Evidence Code shall be applicable to such proceeding. H. Assignment The rights of Company under this Amended and Restated Agreement may be transferred or assigned in whole or in part by Company. Express assumption of any of Company's obligations under this Amended and Restated Agreement by any such assignee shall relieve Company from such obligation. I. Relationship of Parties It is understood and agreed by the parties hereto that the contractual relationship created between the parties hereunder is that Company is an independent contractor and not an agent of 20 LA 129,754,935 v

34 City. Nothing contained herein or in any document executed in connection herewith shall be construed as making City and Company joint venturers or partners. J. Hold Harmless In the event any person not a party to this Amended and Restated Agreement shall institute any type of action against City with respect to this Amended and Restated Agreement, City may tender the defense of such action to Company. Company may, at its sole option, elect to accept such a tender. In the event Company accepts the tender Company shall hold City harmless from and defend City from all costs and expenses incurred in the defense of such matter. City shall bear any liability, other than costs and expenses, for which it may be found liable as a result of such action. In the event Company accepts the tender, City agrees that it shall fully cooperate with Company in the defense of such matter and shall take all reasonable steps necessary to assist Company in defending such action. In the event Company elects not to accept the tender or City does not tender the defense to Company, City shall bear its own costs and expenses incurred in the defense of such matter. K. Notices All notices under this Amended and Restated Agreement shall be in writing and shall be effective when personally delivered or 48 hours after deposit in the United States mail, as registered or certified mail, postage prepaid, return receipt requested, to the following representatives of the parties at the addresses indicated below: If to City: With Copies to: Director of Planning City of Los Angeles 200 North Spring Street Los Angeles, California General Manager, Department of Transportation City of Los Angeles 200 North Spring Street Los Angeles, California City Attorney City of Los Angeles 200 North Main Street Los Angeles, California If to Company: BRE/TTZ HHL, LLC Attn: Frank Campbell Wilshire Blvd., Suite 1010 Los Angeles, CA Either party may change its address by giving notice in writing to the other party. 21 LA 129,754,935 v

35 L. Severability and Termination If any provision of this Amended and Restated Agreement should be determined by a court to be invalid or unenforceable, or if any provision of this Amended and Restated Agreement is superseded or rendered unenforceable according to the terms of any law which becomes effective after the date of this Amended and Restated Agreement, Company may elect either (i) to have the remaining provisions of this Amended and Restated Agreement remain in full force and effect and continue to be binding on both parties, or (ii) to declare that the Amended and Restated Agreement shall become null and void as to all obligations then remaining unperformed and the Amended and Restated Agreement shall be terminated. M. Time of Essence Time is of the essence for each provision of this Amended and Restated Agreement of which time is an element. N. Modification or Amendment Subject to meeting the notice and hearing requirements of Section of the Development Agreement Act, this Amended and Restated Agreement may be modified or amended from time to time by mutual consent of the parties or their successors in interest in accordance with the provisions of Section of the Development Agreement Act; provided, however, that any amendment which does not relate to the term, permitted uses, density or intensity of use, height or size of buildings, provisions for reservation and dedication of land, conditions, terms, restrictions and requirements relating to subsequent Discretionary Actions, or any conditions or covenants relating to the use of Howard Hughes Center, shall not require notice or public hearing before the parties may execute an amendment hereto. 0. Waiver No waiver of any provision of this Amended and Restated Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought and referring expressly to this Section. No waiver of any right or remedy in respect of any occurrence or event shall be deemed a waiver of any right or remedy in respect of any other occurrence or event. P. Successors and Assigns The provisions of this Amended and Restated Agreement shall be binding upon and inure to the benefit of the parties, any subsequent owner of all or any portion of Howard Hughes Center and their respective successors and assigns. Any successors in interest to City shall be subject to the provisions set forth in Sections and of the Development Agreement Act. 22 LA 129,754,935 v

36 Q. Governing State Law This Amended and Restated Agreement shall be construed in accordance with the laws of the State of California. R. Constructive Notice and Acceptance Every person who now or hereafter owns or acquires any right, title or interest in or to any portion of Howard Hughes Center is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Amended and Restated Agreement is contained in the instrument by which such person acquired an interest in Howard Hughes Center. S. Processing Fees Pursuant to Section SE of the Transportation Specific Plan, Company shall pay City a reasonable fee for processing this Amended and Restated Agreement based upon the actual cost. to City of processing this Amended and Restated Agreement. IN WITNESS WHEREOF, the parties have each executed this Amended and Restated Agreement on the date first above written. APPROVED AS TO FORM AND LEGALITY: CITY OF LOS ANGELES: CARMEN A. TRUTANICH, City Attorney By: By: ATTEST: Deputy City Attorney ANTONIO VILLARAIGOSA, Mayor JUNE LAGMA Y, City Clerk BRE/TTZ HHL, LLC DATE: By: Deputy By: DATE: By: Its: By: DATE: LA 129,754,935 v

37 EXHIBIT A LEGAL DESCRIPTION -. TIU: LJ\N1} RLF"!:RR--'"0 TO m:iu:in IS SITUAn:D IN THE COUNTY OF' LOS ANGEU.S, STATE OF CALIFORNIA, IS DESCRIBED AS FOLLOWS! PARCEL 1: PARL A, IN 7HE CI7Y OF LOS ANGELES, OF PARCEL MAP LA. NO. 070, "AS SHOVN ON MAP FILED IN!lOOK 126,.PACES 37 7HROUCH 39 IN:::LUSlVE OF PARCEL HAPS, Ill' 7HE OFfiCE OF THE COUNTY RECORDER OF SAID COUI17Y, EXCEPT THEREFROM 7HAT PORTION OF SAID LAND.lNCLUDEP Yl7HIN 7HE llouj;:jaries OF LAND CONVEYED TO THE STATE OF CALIFORNIA, lly 7HAT CERTAIN PEED RECORDED APRIL,9, 1905 AS INSTRUHEI/1 NO. es-"0021, OFFICIAL RECORDS.. '. -. 7HAT POF.Tl 0 OF FRACTl ONAL SEeTON 19, TOVNSHIP :SOUTH, RAN::;t 1 VT, SAN BERNARDI NO t'.er I PI AN; 1 N THE RANCHO ACUAJE 1lE l.a.. CENT I NELLA, AS SHOVN ON 1'\AP FILED IN CASE -NO , OF 7HE SUPERIOR COURT OF SAID S7ATE, IN AND FOR SA1tl COU!11Y, ON JUliE. 21, H90, IN THE OfFICE OF i"he C.OUNTY CLERK OF SAID COUN7Y (A COPY OF SAID HAP APPEARS IN 7HE.FILES OF THE. COUNTY SURVEY Of.. SAID COUI>TY AS CLERKS fii.eo. 1'\AP NO. 21_61, O!:'SCRlBEP AS FOI.LOVS: lleclni'inc AT A POIN7 IN 7HAT CERTAlN"COURSE DESCRIBED-AS "NORTH 60 DECREES 11' 02" \IES7, e55.ul< FEEl" ln THE GENERAL. SOUTH\.'ESTERI. Y LlNE OF PA.RCEL '1 OF 7HE LAND CONVEYED 70 'THE :STATE OF CALIFORNIA BY l']nal ORDER. OF-"CONPEHNATION FIL"EO ln. S\JPERIOR COURT CASE NO , IN SAID COUN7Y, A. CERTIFIED COPY OF.SAID final ORDER!lEINC RECORDED "Ill BOOK D2009 PAC.E :; OF OFflt:IAL RECORDS, Ill 7HE OffiCE.DF 7Ht COUh'J'Y"RECORPEI\ OF SAID COUNTY 0. SAIO.POIN7 BEINC DISTANT NORTHVESTERLY ALONC SAID CER7A111 COURSE, NORTH 60'PECREES 11' 02 VEST, 1.31 FEET FROM.] SOUTH::ASTERLY 7ERIHNUS.: THENCE SOUTHVES:r:ERLY, SOUTH 29. DECREES 09' 3 VEST, 2.16 FEET; THENCE SOUTHEASTERLY 60 DECREES 50' 26" EAS'r 13.1<.1 FE 1 TO AN ln7ersect1011 VlTH A IIORTHEASTEIU.Y. BOUNDARY.LINE. Of PARCEL A AS. S.HOVN ON PARCEL MAP L.A. 1'\AP 110. '<070, RECORDED IN BOOK 125 PACES 37 TO 39 INCLUSIVE OF PARCEL' HAPS, IN THE OfF ICE OF 7HE COUNTY RECORDER Of SAID COUN7Y S.AlD I l'tersecti ON BEl NC. 7HE. 'TRUE P01111 Of BECI NNINC: "THENCE. CONTINUING SOUTH 60 DECREES 50'.26 EAS'r, _ FEET 70 A_ '

38 l:l!:!, :!),.!)., ), ),,,,,,,, NN-iANGE< CURVE CONCAVE SOUiHV<STERcY AND HAVING A RADIUS DF, 5,oo FEET: THENCE SOUiHEASTERLY ALONG SAID CURVE, FKO A 7ANGENT VHICH BEARS SOUiH O DECREES 20' 08" EAST, 7HROUGH AN ANGLE OF 25 DECREES 19", AN ARC Dl STANCE OF FEE!: 7HENCE SOUiH 11 DEGREES 2"' "2" EASi TO AN INTERSECi!OH OF A NORTHEASTERLY BOUNDARY LJNE OF SAID PARCEL A AS SHOVN OH PARCEL HAP NO. u070, FILED IN BOOK 126, PAGE 37 OF PARCEL APS, AS HAVING A BEARING AND LENGTH OF NORTH 20 DEGREES 23' 00" vest loo.g2 FEET, THENCE ALONG THE NORTKEASTERcY BOUNDARY LINES OF SAID PARCEL MAPS, ln A GENERALLY NORTHVESTEY DIRECiiON, TO THE UE POI< OF lleciiining... PARCEL 115: THAT PORTION OF fracilonal SECi!O 19, TOVNSH!P 2 SOUTH, AlleE '" VES7,. SAN BERNARDINO tieridian, IILTHE RJ.IICHO ACUJ.JE DE -LA CEJ;TJNELLA, AS SHO\IN ON tiap flled 111 CASE 110. H629, Of 71i! SUPERIOR COURT OF SAID STATE, lll AND.fOR SAID COUN7Y, 011 JUNE 21, 1e90, IN OFCE OF :THE COUNTY CLERK Of SAID COUNTY la COPY..... Of SAID l'iap APPEARS Ill THE FILES Of THE COUNTY SURVEY OF SA1D couny AS CLERKS FILED!'lAP! l, DESCRIBED AS l"ollo\is: BEGINNING AT THE r.ost SOUiHERLY CORNER OF PARCEL A AS SHOVN ON PARCEL. tiap L.A '<070, FILED J!l 'BOOK 126 PAGES :3'7 THROUGH!19 OF PARCEL MAPS Ill THE OFFICE OF 'THE COUNTY RECORDER OF SAID COUNTY: THEN: ALONG THE OUTHE1.STERLY PROLONCA F "l'he SOUTHVES.TERLY LINE OF SAID P'/,RCEL A, SOUif. 60 DECREES SO' 30" EAST ;o the POIN7 OF 'tntersection OF A NON-TAIICENT CURVE,. DESCRIB!::D. IN DEED RECORDED APRIL 19, 1955, AS liistrutie!i1' NO. es- 0021, OFFICIAL RECORDS.IN THE OFfiCE OF.THE COUNTY RECORDER OF SAID COUNTY.- AS BEING CONCAVE V<STERLY AND HAV!IIG A RADIUS OF FEET, A R.ADIAL LIKE THROUGH SAID POINT BEARS SOUTH 7. DEGREES '<6'!le VEST; THENCE NORTH\IESTERLY ALONC SAID CURVE THROUCK A CEI!TRAL ANCLE OF 0 DEGREE 56' 1 7 AN ARC DISTANCE Of.'<6.71 FEET.: 'IH'ENCE NORTH.S>< DEGREES 37' 03 V<ST FE 7; TH 1-::::E NORTH 1 DEGREES 31' '<9" VEST >lo.oo FEET; 'l"hence!lorn! :'11 DEGREES 24 2 VEST TO AN llnersecil_qn VlTH.I.N EASTERL"Y ' BOU!IDARY Ll NE OF SAID PARCEL ll, SHO\IN. ON,SAID PARCEL nap AS. HAVtNC A '8EAR111C J.ND 'LENCTH OF ORTH 10 DEGREES 20' 52 EAS:r FEE!; THENCE :SOUTHERLY AND SOIJIHVESTERLY A.LOIIC 'till::... BOUNDARIES Of SAID PARCEL A TO THE POIIIT OF BEGllllllMC. PARCEL 2t THOSE PORTIONS Of RANCHO SAUSAI. REDOIIDO AND RAIICHO AGUAJE DE LA CENTliiELA 'VITHIN fract!oiial SECTION 19, IN T 2 S., R. 1 V., AS SAID SECTION ls SHOVN ON THE HAP FILED IN THE SUPERIOR COURT OF. SAID LOS ANGELES COUNTY, CASE , Oil JUNE 21, 1e90, IN 'THE OFF! CE Of THE COUIITY CLERK Of SAlD. COUN'TY la COPY OF SklD '

39 ,, 1\AP APPEARS, l THE FILES DF THE COUI/TY SURVEYOR OF,SAID COUh"TY AS CLERK'S FILED 1\AP NO. 2161, AHD THAT PORTION OF LOT 3'0F SAID SEC710N 19, ALL INCLUDED VITHIN THE FOLLOV!NC DESCRIBED LINES: - BECINNINC AT THE NORTHEASRLY CORNER OF THAT' PARCEL DF LAND CONVEYED BY THE STATE OF CALIF-ORNIA BY DIREC70R'S DEED RECORDED 1\ARCH 16, 196 AS lhstrui\ent NO. II IN BOO 02,95, PACE 276 DF OFFICIAL RECORDS IN THE OFFICE OF THE COUH!Y RECORDER Of SAID COUNTY; THENCE ALONC THE SOUTHERLY LINE Of THE RlCHT OF \JAY OF THE PACiflC ELEC7RIC RAILIJAY COI\PANY, FORI'J:RLY SOU!HERII CALIFORNIA RAILVAY, DECREES 3' oe '[, 192.& FEET; THENCI; S 33 DECREES 19' 31" E, FEET; THENCE S, 9 DECREES 11' 13" V, u3.30_ FEET; THENCE S "0 DECREES e '<7" E, FEn: TNCE S 36 DECREES 52'' 50" E, FEET; THENCE S 1.(9 DECREES 11' D" V, FEET; THENCE 5 o DECREES '<6'- "7" E, 50.6'< FEET; THENCE S 2 DECREES 25' 52" V, 3. 5 FEET TO THAT COURSE DESCRIBED AS S 60 DECREES.,; oe E, fi:!'!-jn PARCEL 1 Of FiliAL ORD!'R OF CONDEIINATIOII!STATE PARCEL ; FILED'll(.SUPERIOR.COURT CASE , lll AND FOR,-SAlD COUIITY, A, CERTIFIED COPY OF SAID FINAL ORDER BEING RECORDED APRIL 29, 1963 lli BOOK D2009, PACE 5 OF SAID OffiCIAL RECORDS; :THENCE ALONG SAl D COURSE S 60 DECREES. 5 '- oe E; FEET; THENCI; :5 29 DECREES 09' 33" V, se.eo FEE!. TO A POINT_ ln THAT COURSE.DESCRIBED-AS DEGREES 11' 02 V, e53. FEET lll SA1D PARCI;L 1 Of FINAL ORDER, OF CONDEI\NATION IS.:rA PARCEL llSTAIIT ALONC LAST SAID COURSE II 60 DECREES 11' 02 \1, FEET FRO!'! ITS SDUiH=ASTERLY RHIUS THENCE ALONG LAST SAIDOURSE II 60 DECREES '11 02" V, e36.13 FEET TO THE SDU!HVESTERLY TER!'IIIIUS OF '!HAT COURSE DESCRIBED AS S 77 DECREES 10' oe \i, FEET.lll SAID PARCEL 1 OF FINAL ORDER Of CONDEI\NATIOII' ISTA PARCEL 5532!: '!H!'N:::E ALONG LAS! lieiitl O!>ED COURSE S 77 DECREES 09' 5"" \.', FEET TO THE EASTERLY L.l!IE Of "SEPULVEDA!l.OULEVAitD, FEET VIDE, AS GRANTED TO THE CITY OF LOS ANC!LES Ill DEED RECORDED IN BOOK 1 325, -PACE 77 OF SAID OFfiCIAL RECORDS, SAl.D EAS7 RLY LINE BElNC A CURVE, CONCAVE VESTERLY AIID HAVIIIC A RADIUS,-Of oso. 00 HE!; '!HEN:::E NOR7HERL Y 'ALOIIC SAID CURVE,l'RO!'I #., '!ANCENT ljhlch BEARS DECREES oa..,,-. V, 'IHROUCH AN AIICU: of 00 DECREES 25", AN ARC DISTANCE OF 5.79.fEET: THEIICE CON!l!JUINC ALON.C SAID EASRL'( J.liiE N 12 DECREES SO' 06 :U., FrET '!0 THE VES'!ERLY ''!ERlllNUS OF THAT COURSE DESCRlB-tO AS N 77 DECREES 10' oe. 23.u feet 111 SAID PARCEL 1 Of,FINAL ORDER-Of CDNDEllNATION!STATE PARCEL 5532J; THENCE ALOIIC-LAST SAID COURSE N 77 DECREES 09' S. -2" "" FEET :rd THE HOST SOUTHERLY CORNER OF THAT PARCI;L OF LAJID CONVEYED fly IAlD -DIRECTOR'S -DEED ; '!HEliCE ALONC THE,IIORTHEASItLY LlNE 0, LAST HENTIONED PARCEL 'of LAND N 29 DECREES 21' 3 U, ll01.3 FEET TO THE POINT Of BECliiii!N. EXCEPT THEREFRO!'I, ALL OIL, H!IIERALS, NATURAL CAS,' AIID OTHZR HYDROCARBONS BY VHATSOEVER NAHE KNOVN THAT nay E \ll'!hin OR.. B$ io -

40 i ), ' D p D!). 1P,,!) lil _. UliDER '!HE HEREIN CO!IVEYED PARCEL Of LAND, Alto '!HE RICH'!S '!HERETO, TOGETHER VITH '!HE CERTAIN OTHER CONDI'!IONS, AS.EXCEP'!ED 11: SAID PARCEL \A-.tAH);DEDl MID PARCEL I'B tal'.el:dedl OF filial ORDER OF CONDEHNA'!ION tstate PARCEL 60051, FILED ln SUPERIOR COURT CASE 6"6222, IN AND FOR SAID C0Uh7Y, A CER1IFlEO COPY OF SAID final ORDER lleing RECORDED IIARCH 3, 1958 IILBOOK 056, PAc;t 6 7. OF SAID OFFICIAL RECORDS, Bi SAID DEED ts1a'!e PARCEL RECORDED AUCUS1 25, l959 ln BOOK DS82, PACE 96 OF SAID OF f!cial RECORDS AND BY SAlO PARCEL 1 OF FINAL ORDER OF CONDEIINATIO!I. tsta1 PARCEL FILED IN SUPERIOR COURT CASE NO. 7666e3, IN AND FOR SAID COUN'!Y, A CER1lflED COPY OF SAID F!NAVOROER.BEING RECORDED APRIL 29, 1963 ln BOOK 02009, PAC! 5, DF SAID OFFICIAL RECORDS. PARCEl. 3: THA '! PORTl ON OF RANCHO SA USA I. REDONDO, 1 THE Cl '!Y Of LOS ANCELES, COUK'!Y OF LOS ANCEI.ES, S'!A'!E OF CALIFORNIA, AS SHOYH ON nap OF PAR11TION FILED IN SUPERIOR COUR1 CASE.NO Of STI-'!E OF CALIFORNIA, ON JUNE 21, 1960 Ill.A!:O for '!H:E COUh7Y OF LOS A::;ELES, AND ALSO shovn 011 CLERKS FILED IIAP NO. 218 ON 'FlLE IN '!HE office OF '1HE COUh"TY "ENCINEER OF SAID. COU!ITY, DESCRIBED AS F OI.I.OVS: I BECINNINC A'! 1H:E IN7ERSEC1JON OF THE CENTER Llh"E OF. SEPULV"EDA BOULEVARD \1.00 FEET VI DEl AS OESCRl.BED IN THE DEED TO THE. CIT < Of LOS At.'::;ELES RECORDED JULY!10,,936, AS INS1RUr N'! NO. 10"2 Ill BOOK 1325 PACE 77 OF OfFICIAL RECORDS OF SAID COU VITH THE SO\iTH"JESTERLY L.lNE OF THA'! CERTAIN F001 VIDE S'!RIP OF LAND AS SHOVN ON LICENSED SURVEYOR'S IIAP, FILED 11;!lOOK 2" PAGE 23 OF RECORp OF SURVEYS, IN THE OFFl CE OF '!HE COUll'!Y RECORDER OF SAID COUK'!Y, AS PACIFIC EI.EC1RIC RAILVAY": ('!HENCE SOU'!HEAS!ERLY ALONG SAID SDU'!HVESTERLY LINE '!0 '!HE NOR'!HERLY '!ERJiJNUS OF THA'! CERTAIN COUR SE IN. 'l"he lltsterly LINE OF P.ARCEL. IIAP L.A FILED IN BOOK 22 PAGE OF. PARCEL IIAPS, ln THE OFFICE OF 'l"he COUN'!Y RECORDER OF SAID COUNTY,) AS SHOVN-ON SAID PARCEL IIAP L.A. NO AS HAVING A BEARING NO LENCTH F sotrrh 12 DECREES "6 IIINU'!ES OS SECONDS EAS'! FEET;.THENC! A1.0NC 'l"he BOUIIDARl.ES OF SAlD.PARCEL IIAP l..ll; NO.' 1670 Jl.S FOL.LOVS: SOU'!H 12 DEGREES -q6.'i'iin\jt 5 "7.SECONDS EAST 272;'70 FEET, NORTH 53 DEGREES 16 HIII\JT"ES 00 SECONDS EAS'! 56,6" FEE'! AND SOUTH "9 DECREES S lllnu'!es 19 SECONDS EAST FEET TO THE NOR'!HEASTERLY TERHINUS OF '1HA1 CER1AIN COURSE AS RECITED IN PARCEL I IN TXE final ORDER Of CONDEATION!N'!ERED ln LOS ANGELES COUNTY SUPERIOR COURT CASE NO. 7666e3, A CER'!IFlED COPY Of HICH VAS RECORDED APRIL 29, 1963, AS-INSTRUIIEN'! 110,.917 ln llbok D 2009 PACE 5 OF OFFICIAL RECORDS. OF SAID COUN'!Y, AS HAVING A BEARING AND LEIIC'!H OF "NORTH 77 DECREES 10 n!nutes 06 SECODS EAST 25.uu FEET ; 'l"hence ALONG SAID LAS'! IIEN'!lONEO CERTAIN COURSE SOVTH 77 DEGREES 10 HINV'l"ES Oe SECONDS VEST,.. -. lil

41 23"-"" FEET TO TH! EASTERLY.LJNE OF SAID HEREINABOVE XEh710NEO SEPULVEDA BOULEVARD; THEN=E SOUTHERLY ALONG SA!D.EASTERLY L!Nr. TO THE SOUT.HVESTERL Y TERJ'll NUS OF THAT CERTAIN COURSE IN THE 5DRH!RLY BOUNDARY OF PARCEL AP L.A. NO. "070, FILED IN BOOK 12.8 PACES 37, 38, AND 39 OF PARCEL IIAPS,.IN THE OHICE OF THE COUKTY RECORDER OF SAID COUiiTY, AS. SHO.VIi 011 PARCEL?lAP L.A. JIO, "070 AS HAVING A BEARING AND.LEIICTH OF NORTH 77 DECREES'" Y.INUTES 11 SECOKDS EAST FEE; TH!NCE ALONG THE PROLONCATION OF SCD LAST. IIEIIT!ONED COURSE SOUTH 77 DECREES 1" l11nutes 1, SECONDS \lest 'TO THE CENTER Llll OF SAID.HEREINABOVE I"..EKTIONED SEPULVEDA lloulevard; 'THENCE NORTHERLY ALONG SAID CENT!R LINE TO THE POUlT OF lleclnninc. PARCEL '" PARCEL ll. IN THE CITY OF LOS AIICELr-5, IN THE. CO\.JhTI OF LOS AKCELES, STATE OF CAL.IFORIIIA, AS SHOVN ON PARCEL MAP L.A , FlLED IN lloox 22. PACE 5 OF PARCEL HAPS, ln 'THE OFflCE OF 7H! COUr>':"Y RECORDER OF SAID COUIITY. 1iJ ) :!) :\J. ilj 1 EXCEPlr>C TH!:REFR0!1 ALL on, OIL RlCH'TS, Y.liiERALS,.llliiE.RALS RIGHTS, NATURAL CAS, NATURAL CAS RIGHTS AND. OTHER KYDROCARBOII lly VHATSOEVER NA..E.KNOVN 'THAT HAY BE YlTHIN OR VNDER 'THE PARCEL UF LAND H!:REINABOVE DESCRIBED, 'TOCETH!R Vl!K TH! PERPE'!UAL.. RICH'T OF DRILLING,!1lNINC, EXPLORING AND.OPERATINC 'THEREFOR AND REY.OVINC TH! SAI'..E FROH SAID LAND OR AllY.OTH!R LAND, liiclvdinc:o 7H! RIGHT TO \JHIPSTOCK OR DIRECTIONALLY DRILL AND l':iiie FROX. LANDS OTHER THAN THOSE H!REII>AilOVE DESCRIBED, OIL OR CAS VELLS, 'TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS.THE SUBSURFACE OF rhe LAKDS HEREINABOVE DESCRIBED AND TO!lOTION SUCH IIH!PSTOCKED QR DIRECTIONALLY DRI.LLE.D \JELLS, 'TUNNELS AND SHAFTS UNDER AND BENEATH OR EEYOND THE EXTERIOR L!l11TS THEREOF, AIID TO REDRILL; RETUNilEL, EOUlP, Xl.lllTAlN, REPAIR, DEEPEN AND OPERATE ANY l'iuch \IELLS OR!111/ES, ll!thout HOVEVE R, 'THE.RJCH'T 'TO DRILL, llinr,.. EXPLORE AKD OPERATE 'THROUGH 7H! SURFACE OR. THE VP.PER, 00 7'EE7 OF 'TH! SUBSURFACE OF 'THE LAND H!RE!NABOVJ;: DESCRIBED OR OTH!R\I!SE. IN SUCH A r.anner AS 'TO ENDANGER 'TH! SAFETY Of ANY HlCH\IAY 7HJ.T. tlay BE CONSTRUCTED D!l SAID LANDS, AS EXCEPTED ln 'rh! l'liii,l DECREE OF CD!>DE!111ATIDN A CERT!l'lED COPY TI!EREOf BElliC RECORDED 7\ARCH. 1, 1956 IN!lOOK D56 PACE 5q7, OFFICIAL RECOKDS. PAACEL A, IN 'TlrE CITY OF LOS.ANGZ:U:S, Ill 'TlrE COUNTI OF LOS ANGE:L!:S,. STATE Of CALIFORNIA, AS SHOWN A PARCEL HAP D.A. lio. 1670, filed IN PAGE S Of PARCEL HAPS, Ill THE OffiCE OF THE COUNTY RECORDER OF SlUD COUNTI.

42 t!l II)!I ttl [I). [I)!!) i) I) EXCEPTING 'lll.erefrom Tll.A'T PORTION Or SAID LAND INCLOD'ED WI'TEIN 'l1ie BOU-.:>ARILS OF L.>.h"ll CONVZ:TI:O 'TO 'TEL CULVl:R CITY RED!:Vl:LOPMLN'T AGENCY, BY Til.JlT CLRTAIN DEED RECORDED l>pril 5, 1985 }.5 INS'TRtli':!:NT.NOS (38(, 85-3H385, 85-JH386, OFFICII.L RECORDS, DESc.Ril!Ol 'TELR.EI N }.5 FOLLOWS: 'TROSE PORTIONS OF 'TEL!\ANellO SAUSI.L RLDONDO Ill FRACTIONI.L SEC'TIONI.L 19, TO oship 2 SOOTH, RANGE 14 WEST, SAN BERNARDINO KERIDIAN, ALL IN 'TEL CITY OF LOS ANGS, STATE OF CI.LIFORNIA, DESCRIBED AS FOLLOWS:. BEGII-oiNG AT 'TEL IN'TERSEC'TION Or 'l:l!j: LAS'TERLY LINE OF SEPULVI:DA BOOLEVARD, 100 FEET WIDE, DESCRIBED AS PARCEL "A" IN 'TEL DE'ED TO Tar STATE OF CALIFORNIA RECORDED ON DECEMBER l, 1936, IN BOO 14562,. PAGE 252 Of OFFICII.L RECORDS, IN 'l:l!j: OFFICE OF SAID RECORDER OF SAID COUN'IY, M'D 'TEL SOurm:RLY LINE OF TID: SO.FOOT STRIP OF LAND AS DESCRIBED IN A DtED 'TO TilL LOS ANGELES PACIFIC itaii.r:ord COKPANY RECORDED i'vj\cb 26, 1902, IN BOO 15.5'7, PAGE.195, OF OFFICIAL RECORDS, IN Tai: OFFICE OF SAID RECORDER! T!!Lh"CE ALONG SAID SOUTI!IRLY LINE SOUTli 60"30' os El>SI, s,oj n:.et TO 'THL BEGINNING of A NON-TANGENT CUR\'1: CONCAVl: TO TJIL soutej:}.s:f RAVING A RADIOS. OF 37.o o FEET, A RRDI1.L IU:ARINI: AT Shill.POINT BEARS SOUTB. 69" 50' Ol" LAST; :rm:nce SOU'rlJ:E:RLY ALONG s'aid CUR\'1: TRROOG3 A CLh"TRAL V:GLE OF J:t. 56' 0(,A DISTANCL OF n:i:t TO A POih"T OF CUSP Of> SAID U..STZRLY LINE OF SAID 'SEPULVl:;)A BOu...I:VARD, 100 TEET "lin:, SAID CUR\'1: BEING TANGtN'T "TO SAID EASTERLY LIN:!: AT SAID POINT OF CUSP; TAENCE ALONG SAID EASTERLY LINE, NORTH 12 6' 05" WESI, 25,52 FEET TO POINT OF BEGINNING... ALSO EXCEPTING TE!:REFROM ALL OIL, OIL RIGHIS, MJhS, MINERAL RIGHTS, NATURAL GAS, Nh'TURAL GAS RIGHTS AND OTHLR HYDROCARBON BY W'!!ATSO.EVER 1'1\Y.E lcnoi<'i' Tll.AT.MAY BE WITHIN OR Uh'DER 11!I PARCEL OF LAND HLR.EIM.OOV:E DESCRIBED, TOGETHER WlTH TEL PERPETUAL RIGHT OF DRILLING, Mlh"'NG, EXPLORING M'D OPERATING THEREFORE AND REMOVING 'I1l:E Sl\XE FROM SAID LAND OR ANY OTHER LAND, INCLUDING 'TRt RIGHT TO \,IPSTOCK OR DIRECTIOY.DRILL AND MJNE FROM LA).'OS OTHL!< 'l:iian 'TEOSE l!ereinallovl: DESCRIBED, OIL OR GAS HELLS, TUNhLLS AND Sl!AF"TS, INIO, 'TEROUGB OR ACROSS THE SOBSURFAC OF 'TRt LM'DS l!erejnj>jlovl: DESCRIBED AND 70 BOTTOM SUCB Wl!IPSTO= OR. DIRECTIONALLY DRILLED HELLS, TUNNELS AND SRAFTS UNDER AND BENEATH OR BEYOND 11!I EX'l'ERIOR LIMITS TI!IREOF, AND 70 REDRILL, ru:nmm:l, tooip, 11AlmAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH HELLS OR MINES, n"''tilotrr EOh""EVE.R, M RIGET 'I'O DRILL, MINE EXPLORE AND OPERATE 'TEROOGE TliL SURF1.CE OF TliL OPPER loo FEE'l' OF TliL SUBSURFACE: OF TliL LAND l!ereinabovi Dl:Sc.RIB'ED OR OT!ILRWISE IN SUCE MANliER AS 'TO ENDANGER. 'TRt SAFETY OF ANY RlG!lhAY 'TEAl' MAY BE CONSTRUCTED ON SAID LAND, AS :E:XCEPn:D Ill THL FINAL DECRtE Of.CONDEHNATION, A CERIIFitD COPY THEREOF BEING RECORDtD XARCE 31, l95b IN :BOOK D 58 PAGE 8(7, OFFICIAL RECORDS. PAAcz::L '' PAACLLS B AND C, IN TliL CITY OF LOS A.NGtLES, Of PAACI:L M.>.P NO. L.A. 4070, AS SHOWN ON MAP FIL 0 IN BOOK 128, PAGES 37 '11lROOGB 39 INCLUSIVE OF PARCEL MAPS IN TliL OFF.lCL OF 'TRt COUN'l'Y RECORDER OF SAID COtll<'n i) i)) i) II) i) D

43 EXHIBITB

44 ::::!P :::::0 ::!) :::0 :::;) :::0 :::0 :::;) :!1 ::'::) :J