PARKING AGREEMENT. (Little Tokyo Branch Library)

Transcription

1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: (Above Space For Recorder's Use Only) PARKING AGREEMENT (Little Tokyo Branch Library) This Parking Agreement ("Agreement"), dated as of, 2015, is entered into by and among the CITY OF LOS ANGELES, a municipal corporation, acting by and through its Board of Library Commissioners (the "City")and 222 MAIN STREET INVESTORS LP, a Delaware limited partnership ("222 Main"). The City and 222 Main are sometimes individually defined herein as a "Party" and collectively as the "Parties". This Agreement is entered into with reference to the following facts and circumstances: RECITALS A. The City of Los Angeles Public Library (the "Library Department") cunently operates tl1e Little Tokyo Branch Library (the "Library") located at 203 S. Los Angeles Street, Los Angeles, as more particularly described in Exhibit "A" attached hereto (the "Libraty Property"). B. The parking for the Library is cunently provided on an adjacent parcel of land recently acquired by 222 Main and located at 222, 226, 230, 232 and 234 S. Main Street a11d 221, 223, 225 and 227 S. Los Angeles Street, Los Angeles, as more particularly described in Exhibit "B" attached hereto (the "222 Property"). 222 Main will shortly commence construction of a mixed-use project (the "222 Project") on the 222 Property that will include a ground level/subterranean parking structure (the "222 Parking Structure"). C. The City and the prior owner of the 222 Property entered into a Memorandum ofundersta11ding in 2001 (the "MOU") whereby they agreed that parking for the Library would be provided on the 222 Property as part of the prior owner's thencontemplated project. D. The City and 222 Main desire to enter into a different arrangement than that described by the MOU and hereby set forth their respective rights and -I-

2 responsibilities with respect to the location of, and payment for, the offsite parking spaces for the Library following the commencement of construction of the 222 Project. NOW, THEREFORE, the Parties agree as follows: AGREEMENT 1. Temporary Library Parking on City Property. 222 Main has entered into a Right of Entry Permit (the "Right of Entry") dated, 2015, pursuant to which 222 Main has acquired the right to use the property located south of, and adjacent to, the 222 Property, which land includes Assessor Parcel Nos ,905,906 and 910 (the "ROE Property") for parking and construction staging and management. In accordance with the Right of Entry, 222 Main shall provide, at its sole expense, twentysix (26) parking spaces at the ROE Property for the Library during the period commencing on the date parking spaces are no longer available for the Library on the 222 Property and ending on the date a temporary certificate of occupancy is issued for the 222 Project (the "222 TCO Date"). 1.1 Alternative Temporary Parking for Library Patrons. Should the Right of Entry be terminated or the ROE Property become otherwise unavailable prior to the 222 TCO Date, then parking shall be provided for Library Patrons as set forth in Section 3 below. 2. Pennanent Parking in 222 Parking Structure. Commencing on the 222 TCO Date, 222 Main shall provide the following permanent parking spaces in the 222 Parking Structure, free of charge, for the benefit of the Library, as follows: 2.1 Spaces for Handicap Persons. 222 Main shall provide two (2) handicap parking spaces in the 222 Parking Structure for the use of Library employees and patrons. 2.2 Spaces for Library Employees. 222 Main shall provide: (a) ten (I 0) key cards or similar parking passes to allow Library employees to access the 222 Reserved Spaces (as defined below) and the other parking spaces on the ground level of the 222 Parking Structure daily, two (2) hours prior and two (2) hours after the opening and closing times of the Library, as determined from time to time by the Library (the "Library Employee Hours"), but with access for two (2) Library employees to be extended through to midnight regardless, and (b) seven (7) reserved parking spaces on the ground level of the 222 Parking Structure (the "222 Reserved Spaces") for the exclusive use of Library employees during the Library Employee Hours. 3. Additional Permanent Parking for Library Patrons. Commencing on the 222 TCO Date, 222 Main shall make arrangements for twenty-eight (28) parking spaces (the "Additional Offsite Parking Spaces") to be used by Library patrons at any given time -2-

3 during the Library's hours of operation. 222 Main shall both: (a) provide valet parking; and (b) purchase validations on a monthly basis for daily use by Library Patrons who choose to self-park their vehicles at a parking facility chosen by the Library at their sole discretion (the "Preferred Offsite Parking Facility") to ensure that twenty-eight (28) parking spaces are continuously available for use by the Library patrons at any given time during the Library's hours of operation, including a grace period of thirty (30) minutes before the Library opens and thirty (30) minutes after the Library closes (the "Library Patron Hours"). 3.1 Valet Parking Operations. The valet parking provided pursuant to Section 3 above shall allow the Library patrons to retrieve their cars with a no longer than ten (I 0) minute wait time. The valet parking attendant shall be located no further than twenty (20) feet from the front entrance of the Library. During Library special events and other occasions that attract more than ten (10) attendees at one time, 222 Main will provide more than one valet parking attendant. 3.2 Valet Parking Term for Library Patrons. The valet parking provided pursuant to Section 3 above shall be provided by 222 Main for ten (1 0) years from the 222 TCO Date (the "Valet Parking Term"). After the expiration of the Valet Parking Term, 222 Main shall continue to purchase validations for the Additional Offsite Parking Spaces pursuant to Section 3 above. 3.3 Way-Finding Signage. Within twenty (20) business days following the 222 TCO Date, 222 Main shall install, at 222 Main's expense, directional signage (the "Way-Finding Signage") that directs Library patrons to the location of the Preferred Offsite Parking Facility(ies) or other offsite parking facility where the Additional Offsite Parking Spaces are located. The Way-Finding Signage shall be installed in locations in a sufficient amount to easily direct Library patrons, to the satisfaction of the Library Department. Prior to the 222 TCO Date, the Library Department shall reasonably detennine the type, size, dimensions and general text of the Way-Finding Signage and convey that inforn1ation to 222 Main. 222 Main shall update and re-install, if necessary, any Way-Finding Signage at 222 Main's expense should the location of the Preferred Offsite Parking Facility or other offsite parking facilities change. 4. Future Alternative Parking Arrangement. The City agrees that it will use its commercially reasonable best efforts find a permanent alternative to the Additional Offsite Parking Spaces described in Section 3 above. 5. Early Termination. City may terminate this Agreement for any reason upon thirty (30) days written notice to 222 Main. 6. Excusable Delays. In the event that performance on the part of any Party is delayed or suspended as a result of circumstances beyond the reasonable control and without the fault and negligence of said party, none of the parties shall incur any liability -3-

4 to the other parties as a result of such delay or suspension. Circumstances deemed to be beyond the control of the parties hereunder include, but are not limited to, the following: acts of God or of the public enemy; insurrection; acts of the federal government or any unit of State or local government in either sovereign or contractual capacity; fires; floods; earthquakes; epidemics; quarantine restrictions; strikes; freight embargoes or delays in transportation, to the extent that they are not caused by the Party's willful or negligent acts or omissions, and to the extent that they are beyond the Party's reasonable control. 7. Library Closures. Should the Library, for any reason, cease operations for any length of time, this Agreement shall only be suspended during the length of any such shut down and shall fully commence whenever the Library commences operations again. 8. Amendment. This Agreement shall not be modified or amended except by an instrument in writing duly executed by all of the Parties. 9. Recordation. This Agreement shall be recorded with the Registrar- Recorder of the County of Los Angeles within ten (10) days following its execution by all Parties. 10. Enforcement. This Agreement may be enforced by any of the Parties. Enforcement of this Agreement may be by any proceeding in Jaw or in equity against any person or persons or entity or entities violating or attempting to violate any of the provisions of this Agreement, and may seek to enjoin or prevent them from doing so, to cause any violation to be remedied and/or recover damages for any violation. The rights, powers, privileges and remedies of the Parties provided herein are cumulative and not exclusive of any right, power, privilege or remedy provided by law or in equity. II. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be personally delivered by courier or overnight delivery service or mailed, certified or registered mail, return receipt requested, to the Parties at the following addresses: If to City: Office of the Chief Legislative Analyst City Hall N. Spring Street Los Angeles, California Fax No.: (213)

5 with a copy to: Office of the City Attomey Real Property/Environmental Division City Hall East, Rm North Main Street Los Angeles, Califomia Fax No.: (213) If to Library Department: Los Angeles Public Library Business Office 630 W. 5th Street, 4 1 h Floor, Los Angeles, Califomia Attn: Business Manager FaxNo.: (213) with a copy to: Los Angeles Public Library 630 W. 5th Street Los Angeles, Califomia Attn: City Librarian Fax No.: (213) If to 222 Main: 222 Main Investors LP c/o Holland Partner Group 1111 Main Street, Suite 700 Vancouver, Washington Attn: Mr. Thomas D. Warren Fax No.: (360) with a copy to: Sheppard, Mullin, Richter & Hampton LLC 333 S. Hope Street, 43rd Floor Los Angeles, Califomia Attn: Jack H. Rubens, Esq. Fax No.: (213) Personally and courier delivered notices shall be deemed given upon actual personal delivery to designated address of the intended recipient. Mailed notices shall be deemed -5-

6 given upon the date of actual receipt as evidenced by the return receipt. Notices may also be sent by facsimile, which shall be deemed delivered on actual receipt (except if a facsimile is sent on a non-business day or after 5:00p.m. on a business day, in which case the facsimile shall be deemed delivered on the next business day), and written confinnation generated by the sender's equipment shall be prima facie evidence of delivery. Any address for notice may be changed from time to time by written notice to the other Parties. 12. Waivers. No provision herein may be waived unless in writing and signed by the Party or Parties whose rights are thereby waived. No waiver by a Party of any one provision in this Agreement shall be deemed a waiver of any other provision herein at the same or any other time. Any delay in providing any Party with any notice of a breach or default of tllis Agreement shall not constitute a waiver of any such breach or default. 13. Severability. The provisions of this Agreement are contractual, and not mere recitals, and shall be considered severable, so that if any provision or part of this Agreement shall at any time be held invalid, illegal or unenforceable, that provision or part thereof shall remain in force and effect to the extent allowed by law, and all other provisions of this Agreement shall remain in full force and effect, and be enforceable; provided, however, that the foregoing shall not apply if the invalid, illegal or unenforceable provision provided a material portion of the consideration to a Party with respect to its entry into this Agreement. 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. 15. Execution in Counterpart. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to be one and the same document. 16. Recitals in Caption. The recitals in the captions of the paragraphs and subparagraphs of this Agreement are for convenience and reference only; the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. 17. No Presumption re Drafter. The Parties acknowledge and agree that the provisions of this Agreement have been negotiated and discussed between the Parties and their attorneys, and this Agreement reflect their mutual agreement regarding the same. Because of the nature of such negotiations and discussions, it would be inappropriate to deem any party to be the drafter of this Agreement, and therefore no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter shall be applicable in interpreting or enforcing this Agreement. -6-

7 18. No Partnership or Other Special Relationship. Nothing in this Agreement is intended to or does establish the Parties as partners, joint venturers, or principal and agent with one another. 19 Exhibits. All Exhibits attached hereto are incorporated herein by this reference and made a part of this Agreement. 20. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California, except for its choice of law provisions. Jurisdiction and venue is proper only in a state or federal court located in Los Angeles County, California. 21. Current Los Angeles City Business Tax Registration Certificate Required. If applicable, 222 Main represents that it has obtained and presently holds the Business Tax Registration Certificate(s) required by the City's Business Tax Ordinance, Section et seq. of the Los Angeles Municipal Code. For the term covered by this Agreement, 222 Main shall maintain, or obtain as necessary, all such Certificates required of it under the Business Tax Ordinance, and shall not allow any such Certificate to be revoked or suspended. 22. Non-Discrimination In Employment. 222 Main agrees and obligates itself in the performance of this Agreement not to discriminate against any employee or applicant for employment because of the employee's or applicant's race, religion, national origin, ancestry, sex, sexual orientation, age, physical handicap, marital status, domestic partner status, or medical condition. 23. Slavery Disclosure Ordinance. This Agreement is subject to the applicable provisions of the Slavery Disclosure Ordinance. ("SDO") (Section 10.41, et seq, of the Los Angeles Administrative Code. Unless otherwise exempt in accordance with the provision of this Ordinance, 222 Main certifies that it has complied with the applicable provisions of the Ordinance. -7-

8 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. "City": CITY OF LOS ANGELES, a municipal corporation, acting by and through its Board of Library Commissioners By-::---:-; Date: President APPROVED AS TO FORM: MICHAEL N. FEUER, City Attorney By Date: Deputy City Attorney ATTEST: HOLLY L. WOLCOTT, City Clerk By -8-

9 "222 Main": 222 MAIN STREET INVESTORS LP, a Delaware limited partnership By: HPG 222 Main Street GP, L.P, a Delaware limited partnership, its general partner By: Holland Partner Group Management, Inc., a Delaware corporation, its general partner By (Print Name and Title) -9-

10 EXHIBIT"A" LEGAL DESCRIPTION OF LIBRARY PROPERTY All that certain real property located in the City of Los Angeles, County of Los Angeles. State of California, more particularly described as follows: A-1

11 EXHIBIT "B" LEGAL DESCRIPTION OF 222 MAIN PROPERTY All that certain real property located in the City of Los Angeles, County of Los Angeles. State of California, more particularly described as follows: B-1

12 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Sheppard, Mullin, Richter & Hampton LLP 333 S. Hope Street, 43rd Floor Los Angeles, California Attn: Jack H. Rubens, Esq. (Above Space For Recorder's Use Only) Assignment, Assumption and Amendment Agreement By: And: And: Dated: Old Church, LLC, a California limited liability company 222 Main Street Investors LP, a Delaware limited partnership City of Los Angeles, a municipal corporation August_, 2014 "Assignor'' "Assignee" "City" Background A. Assignor previously owned certain real property located in Los Angeles, California, and legally described on Exhibit A attached hereto (the "Vibiana Property"). B. Title to the Vibiana Property was conveyed to Assignee by Grant Deed recorded in the Official Records of Los Angeles County, California on May 21, 2014 as Instrument No C. During Assignor's ownership of the Vibiana Property, Assignor and the City entered into that certain Tieback and Shoring Agreement Re City Owned Property dated February 27, 2009 and attached hereto as Exhibit B (the "Agreement"), which provided for, among other things, tieback and shoring work from the Vibiana Property to extend into the adjacent City-owned real property (defined in the Agreement and herein as the "City Property"). D. Under this Assignment, Assumption and Amendment Agreement (this "Assignment"), Assignor desires to assign its interest in the Agreement to Assignee, Assignee desires to assume all obligations of Assignor under the Agreement, and the City desires to approve such assignment. Additionally, the parties desire to amend the Agreement to (i) revise the legal description of the Vibiana Property, (ii) revise the exhibit depicting the location of the Tieback Area (as defined in the Agreement), and (iii) update the description of the project to be constructed on the Vibiana Property. SMRH:431130l57.6 -I-

13 Agreement I. Assignment. Assignor hereby transfers and assigns to Assignee all of Assignor's right, title and interest in the Agreement. 2. Acceptance and Assumption. Assignee hereby accepts the assignment of the Agreement and agrees to assume and perform all of the rights and obligations of Assignor under the Agreement. 3. Approval. The City hereby approves the assignment and assumption set forth in Sections I and ~ hereof. 4. Legal Description Amendment. Exhibit B of the Agreement is hereby deleted in its entirety and replaced with the legal description of the Vibiana Property attached hereto as Exhibit A. 5. Tieback Area Amendment. Exhibit C of the Agreement, which depicts the Tieback Area, is hereby deleted in its entirety and replaced with the depiction of the Tieback Area attached hereto as Exhibit C. 6. Project Description Amendment. The description of the Parking Structure in Recital B of the Agreement is hereby amended to change "approximately five (5) level underground parking structure" to "approximately three (3) level underground parking structure." 7. Review and Approval Amendment: Section 2 of the Agreement is hereby amended to also require the Assignee, or its duly authorized representative, to meet with the City's Bureau of Engineering Survey Division prior to any property layout work to confirm the boundary of excavation activities on the Vibiana Property. 8. Entire Agreement. This Assignment constitutes the entire agreement of Assignor, Assignee and the City with respect to the subject matter hereof. No provision of this Assignment may be modified or waived unless such modification or waiver is set forth in a subsequent written agreement executed by Assignor, Assignee and the City. 9. Execution in Counterparts. This Assignment may be executed in counterparts which, taken together, shall form but one and the same contract. I 0. Successors and Assigns. This Assignment is binding upon, and shall inure to the benefit ot: Assignor, Assignee, the City and their respective heirs, legal representatives, successors and assigns. II. Recordation. Assignee shall record the Agreement and this Assignment in the Otlicial Records of Los Angeles County following the execution hereof. {Two Signature Pages Followj SMRH431!

14 IN WITNESS WHEREOF, this Assignment, Assumption and Amendment Agreement has been made and executed as of the date first above written. ASSIGNOR: Old Church, LLC, a California limited liability company By: Name: Title: ASSIGNEE: 222 Main Street Investors LP, a Delaware limited partnership By: HPG 222 Main Street GP, L.P., a Delaware limited partnership, its General Partner By: Holland Partner Group Management, Inc., a Delaware corporation, its General Partner By: Name: Title: SMRH

15 CITY: City of Los Angeles, a municipal corporation By: Name: Title: APPROVED AS TO FORM: MICHAEL N. FEUER, City Attorney By ~ Deputy City Attorney Date: ATTEST: HOLLY L. WOLCOTT, City Clerk By Deputy Date:. SMRH

16 EXHIBIT A LEGAL DESCRIPTION OF VIBIANA PROPERTY PARCEL 1: APN: (PORTION) LOTS "A" AND "B" OF TRACT NO. 4874, IN THE CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 115, PAGE 89 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBONS AND OTHER MINERALS IN AND TO SAID REAL PROPERTY IN WHICH GRANTOR PRESENTLY OWNS OR MAY OBTAIN AS INTEREST, TOGETHER WITH THE RIGHT AS HEREINAFTER LIMITED TO DRILL, REDRILL, DEEPEN, COMPLETE AND MAINTAIN WELLS HOLES UNDER, THROUGH AND BEYOND, AND TO DRILL FOR, PRODUCE, EXTRACT, TAKE AND REMOVE OIL, GAS AND OTHER HYDROCARBON SUBSTANCES (AND WATER NECESSARY THEREFOR) AND OTHER MINERALS FROM AND THROUGH SAID REAL PROPERTY, TOGETHER WITH RIGHTS OF WAY AND EASEMENTS FOR ANY AND ALL OF THE ABOVE MENTIONED PURPOSES, BUT WITH NO RIGHT OF ENTRY UPON OR THROUGH SAID REAL PROPERTY, EXCEPT BENEATH A DEPTH OF 200 FEET BELOW THE PRESENT SURFACE OF SAID REAL PROPERTY, AS RESERVED BY THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, A CORPORATION SOLE, BY DEED RECORDED JANUARY 28, 1971, AS INSTRUMENT NO PARCEL 2: APN: (PORTION) THAT PORTION OF THE CITY LANDS OF LOS ANGELES, IN THE CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 2, PAGES 504 AND 505 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, WITHIN THE BOUNDARY LINES OF THE LAND DESCRIBED IN THE DEED RECORDED APRIL 17, 1972, AS INSTRUMENT NO. 658, IN SAID RECORDER'S OFFICE, LYING NORTHEASTERLY OF THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF LOT "B" OF TRACT NO. 4874, IN SAID CITY, COUNTY AND STATE, AS PER MAP RECORDED IN BOOK 115, PAGE 89 OF MAPS, IN SAID COUNTY RECORDER'S OFFICE. PARCEL 3: APN: (PORTION) A LOT OF LAND IN THE CITY OF LOS ANGELES, FRONTING ON THE EAST SIDE OF MAIN STREET BETWEEN SECOND AND THIRD STREETS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST SIDE OF MAIN STREET ABOUT 165 FEET SOUTHERLY FROM THE SOUTH LINE OF SECOND STREET. SAID POINT BEING AT SMRH: A-1

17 THE SOUTHWEST CORNER OF THE ROMAN CATHOLIC CATHEDRAL LOT; THENCE SOUTH 53 EAST ALONG THE SOUTHERLY LINE OF SAID CATHEDRAL LOT 176 1/4 FEET TO THE NORTHEAST CORNER OF WHAT WAS FORMERLY KNOWN AS THE COHN HOMESTEAD; THENCE SOUTH 37o WEST 46 FEET TO THE SOUTHEAST CORNER OF SAME; THENCE NORTH 53 WEST FEET TO THE EASTERLY LINE OF MAIN STREET; AND THENCE ALONG SAID LINE NORTH 38 EAST 46 FEET TO THE POINT OF BEGINNING. PARCEL 4: APN: (PORTION) THAT CERTAIN PARCEL OF LAND, IN THE CITY OF LOS ANGELES, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF MAIN STREET AT THE MOST WESTERLY CORNER OF THE LAND CONVEYED TO ODD FELLOWS HALL ASSOCIATION, BY DEED RECORDED IN BOOK 896, PAGE 186 OF DEEDS, SAID POINT BEING DISTANT FEET SOUTHWESTERLY ALONG THE EASTERLY LINE OF MAIN STREET FROM THE SOUTHERLY LINE OF SECOND STREET; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF THE LAND SO CONVEYED TO SAID ODD FELLOWS HALL ASSOCIATION, FEET TO THE WESTERLY LINE OF THE ALLEY AS CONDEMNED IN SUPERIOR COURT IN CASE NO BY THE CITY OF LOS ANGELES; THENCE SOUTHWESTERLY AND ALONG SAID WESTERLY LINE OF SAID ALLEY FEET, MORE OR LESS, TO THE NORTHERLY LINE OF THE LAND CONVEYED TO EDWARD A. HOFFMAN, BY DEED RECORDED IN BOOK 1106, PAGE 172 OF DEEDS; THENCE NORTHWESTERLY ALONG SAID NORTHERLY LINE OF SAID HOFFMAN LAND, FEET TO THE EASTERLY LINE OF MAIN STREET; THENCE NORTHEASTERLY FEET. MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 5: APN: (PORTION) THAT CERTAIN PARCEL OF LAND, IN THE CITY OF LOS ANGELES, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF MAIN STREET, DISTANT FEET SOUTHERLY FROM THE INTERSECTION OF SAID LINE OF MAIN STREET WITH SOUTHERLY LINE OF SECOND STREET; THENCE ALONG SAID LINE OF MAIN STREET, SOUTH 34 3I' WEST FEET; THENCE SOUTH 55 39' EAST FEET; THENCE NORTH 33 30' EAST FEET AND THENCE BY A STRAIGHT LINE TO THE POINT OF BEGfNNING. EXCEPT A STRIP 8 1/4 INCHES WIDE OFF THE SOUTHERLY SIDE THEREOF. EXCEPTING THEREFROM FROM PARCELS 1, 2, 3, 4 AND 5 ABOVE, ALL OIL, GAS, WATER, AND MINERALS RIGHTS NOW VESTED IN THE CITY OF LOS ANGELES WITHOUT, HOWEVER, THE RIGHT TO USE THE SURFACE OF SAID LAND OR ANY PORTION THEREOF TO A DEPTH OF 500 FEET BELOW THE SURFACE, FOR THE EXTRACTION OF SUCH OIL, GAS, WATER AND MINERALS, AS RESERVED AND EXCEPTED BY THE CITY OF LOS ANGELES, A MUNICIPAL CORPORATION, IN DEED RECORDED SEPTEMBER 07, 2004, AS INSTRUMENT NO OF OFFICIAL RECORDS. SMRH A-2

18 PARCEL 6: APN: (PORTION) THAT PORTION OF THE ALLEY IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA KNOWN AS WERDIN PLACE, AS CONDEMNED IN SUPERIOR COURT IN CASE NO, BY THE CITY OF LOS ANGELES, A CERTIFIED COPY OF SAID DECREE RECORDED MAY 18, 1903, IN BOOK 1783, PAGE 12 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS VACATED BY RESOLUTION TO VACATE RECORDED MARCH 26, 2014 AS INSTRUMENT NO OF OFFICIAL RECORDS, LYING NORTHEASTERLY OF THE FOLLOWING DESCRIBED LINE. BEGINNING AT A POINT ON THE EASTERLY LINE OF MAIN STREET, FEET WIDE, AS SHOWN ON TRACT NO. 418 IN SAID CITY, RECORDED IN BOOK I4, PAGE 133 OF MAPS, IN SAID OFFICE OF THE COUNTY RECORDER, SAID POINT LYING SOUTH 38 01' 26" WEST FEET FROM THE INTERSECTION OF SAID EASTERLY LINE OF MAIN STREET WITH THE SOUTHERLY LINE OF 2ND STREET, SAID POINT BEING THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN BOOK II 06, PAGE 172 OF DEEDS, RECORDED IN SAID OFFICE OF THE COUNTY RECORDER; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF SAID LAND, SOUTH 52 08' 34" EAST FEET TO THE NORTHWESTERLY LINE OF SAID WERDIN PLACE AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG THE SOUTHEASTERLY PROLONGATION OF SAID LINE, SOUTH 52 08' 34" EAST FEET TO THE SOUTHEASTERLY LINE OF THE LAND DESCRIBED IN BOOK 990, PAGE 58 OF DEEDS, RECORDED IN SAID OFFICE OF THE COUNTY RECORDER; THENCE ALONG SAID SOUTHEASTERLY LINE, SOUTH 39 00' 19" WEST FEET TO THE INTERSECTION WITH THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF LOT B OF TRACT NO IN THE CITY, RECORDED IN BOOK I 15, PAGE 89 OF MAPS, IN SAID OFFICE OF THE COUNTY RECORDER; THENCE SOUTHEASTERLY ALONG SAID PROLONGATION, SOUTH 57 36' 36" EAST I 0.59 FEET TO THE SOUTHEASTERLY LINE OF SAID WERDIN PLACE. SMRH:43!!30I576 A-3

19 EXHIBIT B TIEBACK AND SHORING AGREEMENT RE CITY OWNED PROPERTY (28 Pages Attached) SMRH B-1

20 RroCORDlNG REQUESTED BY AND WHEN RECORDED MAIL TO: Allen Matkins Leek Gamble Mallory & Na!sis LLP 515 South Figuema Street, 9th Floor Los Angeles, Caliiornia Ancntion: Patrick A. Perry (Space Above Fm Recorder's Usc) TIEBACK AND SHORING AGREEMENT RE CITY OWNIW PROPERTY TI IIS TIEBACK AND SHORING AGREEMENT (this "Agr ecmcnt") is made and entered into as ofthisj.:ah<:jay of~ by and between OLD CHURCH. LLC, a California limited liability company ("Old Church"), licensee herein, and THE CITY OF LOS ANGELES, a municipal corponttion ("City"). licensor herein. A. The City is the fee owner of that certain rea.l property located in the City oi'los Angeles. Stale ofcali[umia, more particularly described in Exhibit "A" attached hereto ("City Property"). B. Old Church owns that cct tain real property in the City, more particularly described in Exhibit "B" attach eel hereto ("Old Church Parcel"). which adjoins the City Property. and upon which Old Church intends to construct an approximately five (5) level underground parking structure ("Parking Slt ucture") and certain residential and commercial.improvements ("Old Chu1 ch Improvements"). C. Tbc construction of the Parking Sttucturc on the Old Church Parcel will require excavation, underpinning, shoring, bracing and installation of tiebacks in that certain subsurbce portion of the City Property, hereinaficr referred to as the "Tieback Area," which is more particul<trly attached as Exhibit "C" hereto. This work necessitates the use of tiebacks in the Tieback Area to provide appropriate shoring during construction of the Parking Stntcture. Old Church desires to obtain from the City temporary licenses to take such &Ctions. D. The City has agreed to grant Old Church such temporary licenses subject to the terms and conditions or this Agreement. including an indenmity from Old Church. Therefore. in order to induce the City to grant such licenses, Old Cb,u ch desires to indemnify the City as set forth herein. NOW, THEREFORE. in reliance upon ofthc foregoing facts and the mutual prmnises contained herein, and for other good and valuable consideration, the receipt and

21 suniciency of which arc hereby acknowledged, Old Church and the City hereby agree as follows: 1. Grant of Licenses. Subject to the terms and conditions set forth in tltis AgreemenL the City hereby grants to Old Church, its contractors and agents: (i) a temporary license (the "Support System License") to construct, use, repair, modify and maintain a tieback system (the "Suppo t System") within the Tieback Area as may be necessary or appropriate to provide temporary shoring of the City Properly during construction of the Parking Structure, provided that the piles used for the Support System shall be drilled piles only and provided that the Suppmi System conforms to the requirements of Bureau of Engineering Special Order ( ), attached hereto as Exhibit"])"; and (ii) the right to sever and leave the Support System in place in the Tieback Area, subject to Bureau of Engineering Special Order ( ), attache<;! hereto as Exhibit "E". 111e grants in this Sectjon 1 constitute licenses only and nothing in this /\gr ecmcnt shall be deemed to give Old Church, its contractors and agents, or any other party any real property interest in the City Property. Any construction, use, repair, modification, excavation, or maintenance of the Support System will be at the sole cost, liability, and expense or Old Church and its agents, employees and contractors. The City shall have the right to collect a fcc for the installation by Old Church of the Support System on the City Property, in an amount consistent with the lee imposed by the City according to the City or Los Angeles. Department of Public Works Standard Fcc Schedule lor the Bureau of Engineering al.the time the building permit is issued for the Parking Structure. 2. Review and Approval of Support Svstem. All drawings, calculations and designs relating to work performed pursuant to this Agreement must be signed by a licensed California Civil or Structural Engineer, must comply with all applicable laws, including all npplicablc portions of the Los Angeles City Building Code and must be approved by the City. The infcmnalion listed in this Sectimt 2, as well as evidence of the insurance and bonds required hereunder must be submitted for the City's review, and the City's approval must be obtained prior to the conm1cncemenl of any construction of the Support System. Old Church shall have the right to resubmit any drawings and calculations disapproved by the City for additional review by Lhe City, and the City shall review the additional information and submit its response within thirty (30) days after receipt thereof; provided, however, that the City shall have no ob.ligation to commence its review of any resubmitted malerialtmtil the City has received evidence that the City's Department of Building and Safety has approved the revisions. The City's review and approval under this Section 2 is solely for the purpose of determining whether or not the Support System and activities relating thereto will interfere with the clay-to-day operations of the City, its guests. tenants and business visitors, or the structural integrity of the improvements located on or under the City Property (the "City Imp <>vcmcnts"). No such approval shall in any way impair or be deemed to be a waiver oft he City's rights under Section 12 or Section 13 below or subject the City to any liability to Old Church or any other person for any reason whmsoever. Old Church shalllmvc the full and exclusive responsibility for the final design and construction of the Support System.in all respects, including, but not limited to, protection of the integrity and safety or the City Property to the ex len\ affected by Old Church's actions pursuant to this Agreement. ~1-

22 3. "As Built" Drawin!!s. Upon completion oflhe work pw-suant to!his Agreement, Old Church agrees to provide to the City "as built" drawings indicating the actual installed location of all subterranean encroachments in the Tieback Area. Old Cht;ch hcrebv warrants!hat the City may rely on the "as built" dmwings for any.future construction by the City on the City Property. 4. lvlovement Monitorinu Prouram. (a) Prior to the commencement of any excavation oi; on or under U1e Old Church Puree! or the City Property, Old Church's engineers shall implement a movement monitoring program to monitor the structural integrity of the City Improvements, install movement imd setllcmcnt survey points at appropriate points. and calculate a safe ma.j.:imum movement value for any structures on the City Property or adjacent property. Old Church's engineers must be licensed by the S1alc of California and the licensed personnel shall monitor and log the movement and senlement survey points daily. submit these calculations on a weekly basis to the City's Bureau of Engineering for review, and certify that the City may rely on the calculations as if they were prepared for the City. Either the City's Bureau of Contract Administration or an independent, third-party inspection agency shall also provide inspection services and monitor the movement and settlement survey points during excavation of the Old Church Parcel and the City Property, construction of the Old Chlll'ch Improvements, and installation and removal of the Support System, and all associated costs shall be paid by Old Church. (b) In the event the movement of any structures on the City Property or adjacent property exceeds the point that is tifty percent (50%) of the maximum permitted movement value as calculutcd by Old Church's engineers, the City shall be notified immediately, all excavation work and all work related to the Support System sball immediately cease. Old Church shall then immediately submit a mitigation plnn to the City's Bureau of Engineering for review and approval and such mitigation plan must be approved before excavation work and all work related to the Support System may recommence. (c) Afler completion of the Parking Structure. or upon tem1ination of the Support System License. Old Church shall remove all c<:1uipment and materials placed or installed on the City Property as a part of the required monitoring system. If installation, removal or operation of any p01tion of such monitoring system damages any portion of the City Property, Old Church shall repair SLICh damage after completion ofthe Parking Structure, or lljion earlier terminntion of the Supp01t System License, at Old Church's sole cost. Sttch repair work shall include the repainting of any structure on which movement or settlement monitoring points were painted.!rold Church fails to repair any damages in connection with the Support SysLcm License within a reasonable period oflime, City may make or cause to be made such repairs. After delivering evidence of the cost of such repairs to Old Church, Old Church will reimburse the City lor all costs associated with those repairs. Old Church will deiiver such reimbursement within ten ( l 0) days a tier receiving reasonable evidence of the amount of such repair costs. Old Church's obligations under this Section 4 shall survive termination of this Agreement 5. Severance of Support Svstcm. - 3~

23 {a) Severance. Old Church shall remove all components of the Support System upon the expiration of this.1\grccment. Such severance shall be accomplished in a way that will result in no damage of any kind to lhc City Improvements or the City Property. Should Old Church determine that certain tieback units cannot be removed, Old Church shall request that those certain tieback units remain.io the Tieback Area in accordance with the Bureau of Engineering Special Order ( ). Old Church shall pay City an amouht according to the City of Los Angeles, Department of Public Works Standard Fee Schedule for the Bureau of Engineering for each tieback unit not removed upon the expiration of this Agreement. Thereafter. the City will have the right to remove U1ose portions of the Support System that remain in place on the City Property without further cost to Old Church. (b) Removal. Old Church shall remove the Support System in a safe and reasonable manner compatible with, and so as not to lessen, the structural integrity and operation or the City Improvements. Old Church shall take all actions required to protect the City Property and preserve the structural integrity of the City Improvements, including rcplucemcnt of any soils or other materials removed from the City Property by Old Church. {c) Title. If Old Church leaves all or any component of the Support System in place. then legal title to such structures or components located on the City Properly shall pass to the City upon the expiration ofthis Agreement. 6. Access to the City Improvements. Old Church shaiinot obstntct access to the City Improvements or interfere in any way with the usc nnd enjoyment of the City Improvements or the City Property when performing work pursuant to this Agreement or construction of the Parking Structure or the Old Church Improvements. 7. Access to the Old Church Parcel. At all reasonable timesd uring normal business hours, access to reasonahle locations on tne Old Church Parce.l shall be provided for the City's agents and employees to monitor movement and/or settlement or for any other purpose relating to the terms and conditions of this Agreement, provided that such access will not intericrc with excavation or construction of the Parking Structure and will be in compli<mce with all safety procedures and practices as nre established by Old Church or its contractors. The City shall hold Old Church and its officers. members, partners, employees, contractors and agents harmless and indemnify Old Church from and against any and all damages arising from the City's or its agents' or employees' negligence or willful misconduct while on t11e Old Church Parcel lor such purpose, except lor damages arising from the negligence or wirjfu! misconduct of Old Church. its officers. members, partners. employees, contractors or agents. 8. Structural IntegritY of the Citv Improvements. The work by Old Church pursuant to this Agreement will not lessen the structural integrity of the City Property or the City lmprovemc,ms in any way. Any cranes, hoists or similar mechanisms used in connection with the WOI"k on the Old Church.Parcel may not swing over the City Improvements and/or the City Property without the City's prior written consent. The Support System will be designed, constructed and inswllcd so as to avoid subsidence of any part of the City Property or any damage to any structures. Old Church shall promptly take all actions required to ensure that the City Property has adequate lateral and subjacent suppmi following work by Old Church on the City ParceL all at Old Church's sole cost and expense. Construction of the Support System shall -t-

24 be perrormed in a manner that will minimize. to the extent practicable, vibration, jarring or shaking of any improvements 011 the City Parcel. I fold Church fails to promptly repair any damages arising from any work in connection with the Supp011 System or pursuant to this Agreement, then after providing Old Church with at least 30 days advance notice, the City may make or cause to be made such repairs. After delivering evidence of the cost of such repairs to Old Church, Old Church Old Church will reimburse the City lor all costs associated with those repairs. Old Church will deliver such reimbursement within ten (I 0) days after receiving reasonable evidence of the amount of such repair costs. 9. Term. (a) The tenn of this Agreement shall commence on the date hereof and the Licenses shall expire on the earliest of; (i) as to the Support System License, upon the completion of construction of the Parking Structure, as evidencecl by recordation of a Notice or Completion therefor in the Official Records of Los Angeles County; or (ii) upon a default by Old Church tlnder this Agreement which is not cured prior to expiration of the applicable cure period following the notice required under ~~ction l4(a) below. In case ol'a tcm1ination ofrhis Agreement due to de.l'i1ult by Old Church hereunder, such notice or tcnnination must be given within sixty (60) days after expiration of the cure period following the original notice of default to Old Church under Section J4(a). (b) If the City tem1inatcs this Agreement pursuant to Section 9(a) above, then the following shall apply in addition ro the survival of the indenmities set forth in Section J 7 below: (i) Tfno work has been performed on the Support System and no materials, supplies or eqtlipment have been moved oll\o the City Property, then this Agreement shalt terminate immedintely without any further obligation of either pany hereunder. (ii) If some or all of the work on the Support System has been perlom1ccl and/or some or all materials, supplies or equipment have been placed on the City Property. then Old Church shall remove all materials, supplies, equipment and, to the extent practicable, all constructed structures or components thereof from the City Property in ll manner that is sale and compatible with the operations of rhe City and restore the City Property, including the Tieback Area. to the condition it was in before Old Church commenced such work. Where the City, in its sole discretion, determines that it is reasonable, safe and compatible with the operations oftbe City to do so, and subject to Old Church's obligations under Section 5(a). Old Chmch may leave structures or components or the Support System in place, and legal title to

25 such structllres or components located on the City Propcny shall pass to the owners of such l'ropeny upon tem1ination of this Agreement 10. Insurance. Old Church shall obtain and maintain, or cause to be obtained and maintained, at all times during the term of this Agreement a policy of coniprehensive general liability insurance with liability of not less than $10 million, covering its actions and omissions in connection with the Support System and this Agreement The generall.iability insurance should also cover broad form property damage: underground, collapse and explosion hazards; the work of independent contractors; and premises and operations coverages. Old Church shall further obtain and maintain during the term or this Agreement comprehensive automobile liability insurance covering liability arising out or the use of owned, non-owned or leased vehicles with a combined single limit of not less than $2 million. Each policy must include an endorsement stating that the City will receive at least l 0 days prior written notice before each insurance policy is diminished or canceled lor failure to pay the premium or 30 days for any other reason. The policies shall name the City as an additional insured, and must be in fonn, and issued by an insurer, approved by the City in its reasonable discretion. Old Church shall provide the City with a certificate of or other satisfactory evidence of the obtaining and maintaining in full force and cf!cct of such policy of insurance. l!. Bonds. Old Clmrch, through its contrnctor, shall file with City a dual obligee surety bond in the total amount of the project, naming both the City and Old Clmrch as co-obligees. The surety bond shall be duly executed by a responsible corporate Surety, authorized to issue such bonds in the State of California and secwed through an authorized agent with an oflkc in California. Owner or emy contractor of Owner shall pay all surety bond premiums. costs and incidentals. The bond shall be signed by both Old Church or Old Church's contractor and the Surety iu1d the signature of the authorized agent of the Surety shall be. notarized. The surely bond shall be maintained in fllll force and effect until two (2) years after the issuance of the first certificate of' occupancy (temporary or tlnal) lor construction oft he Parking Structure, and shall otherwise comply with the California Civil Code. Should the surety bond become insufficient, Old Church or Old Church's contractor shall make such surety bond suf!icicnl within ten (I 0) days after receiving notice from City. Should any Surety at any time be unsatislactory to City, notice will be given Old Church to that effect. Changes in the work, or extensions of time, made pursuant to any construction contract, shall in no way release Old Church or Old Church s contractor Ji om their obligations. Notice of such changes or e1-.1ensim1s shall be waived by any Surety. 12. Iodcmnitv. Except for the active negligence or willful misconduct of City, or any or its Boards. Officers, Agents, Empi<Jyccs, Assigns and Successors.in Interest, Old Church undertakes and agrees to defend, indemnify and hold hannless City and any of its Boards, Ortlcers, Agents, Employees, Assigns. and Successors in Interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited lo, attorney's fees and cost of litigation, damage or liability of any nature whatsoever, for death or injury to any person, including Old Church employees and agents, or damage or destruction of any property of either pany hereto or of third parties, arising in any manner by reason of the negliuenl acts. errors, omi~;ions or willful misconduct incident to the perfonnance of this - -.

26 Agreement by the Old Churcl1 or its subcontractors or consu.ltants of any tier. The provisions of this paragrnph survive expiration or termination of this Agreement. 13. Compliance with Laws. Old Church shall, and shall cause its contractors and agents to. comply with all applicable laws, rules and regulations of all governmental agencies having jurisdiction over the Old Church Parcel with respect to the design and performance of all work performed pursuant to this Agreement. Upon receipt by Old Church. Old Church shall deliver to the City copies of all permits and approvals required by applicable governmental jurisdictions to commence work on the Support System. This Agreement is intended to satisfy all of the requirements of Ca.lifomia Civil Code Event of Default and Remedies. (a) Default. Any pmty will be in default hereunder if such party fails to pcrjbrm or comply with any covenant, agr~cmcnt or condhion contained in rhis Agreement and docs not cure that failure within the period of thirty (30) days after notice of default (or if such default is of a nature which cannot reasonably be cured within thirty (30) days, then if such party does not cure such failme within such longer period of time as is reasonably required to cur~ su~h default, provided that the defaulting party undertakes in good faith to commence such cure within thirty (30) days after notice of delimit and is diligently pursuing such cure to completion). (b) Remedies. If any party is in default hereunder, the oll1er parties may exercise any right or remedy which they may have under this Agreement or otherwise available nt law or in equity or by stawte, including specific pcrfonnancc or termination of this Agreement. i\1 I rights and remedies of any party hereto shall be cumulative and non-exclusive and shall survive the expiration or termination of this Agreement, subject to applicable statutes of limitation. 15. Miscellaneous. (a) This Agreement sets forth the entire agreement between the parties hereto relating to the rights herein granted and the obligations herein assumed. Any oral representations or modifications concerning this Agreement shall be of no toree or effect. Any modilication or agreement hereof must be in writing and signed by the patties hereto. (b) This Agreement shall fullill all the obligations of Old Church to notif)' the City ofthc excavation on the Old Church Parcel in accordance with California Civil Code 832 anclthis Agreement is intended to comply with all requirements of such Section. (c) of the State of California. This Agreement shall be interpreted and cnl'orced under the laws (d) I r any term, provision. covenant. agreemen1 or condition of this, \greement is held by a court of competent Jurisdiction to be invalid, void or unenforceable, the

27 rest of this Agreement shall remain in full force and effect and shall not be affected, impaired or invalidated. (e) Any notice, demand or other communication to any of the parties hereto shall be in writing and served personally on the party to whom notice is to be given. or by deposit in lhe United States Mail, lirst-class, registered or certified, postage prepaid, return receipt requested, or by facsimile and shall be ctrcctivc upon receipt by the party to whom notice is to be given at its address or facsimile number as follows: IT to the City: Bureau of Engineering 1149 South Broadway, Suite 800 Los Angeles, CA Attention: City Engineer With a copy to: Los Angeles City Attorney's Office 200 North Mnin Street, 7'" Floor Los Angeles, CA Allention: Real Propeo1y I Environment Division If to Old Church: Old Church, LLC P.O. Box 6528 Malibtl, CA Altcntion: Louis Heilbron Any pany may change its address tor receipt of notice by notice given in accordance with the lbrcgoing provision. (l) Any waiver of the provisions of this Agreement must be in writing ami signed by an authorized representative of lhe waiving party. A failure by any party to enforce its rights under this Agreement shall not be deemed to be a waiver of its right to eniol'ce the same or any other term_, condition or covenant. (g) The paragraph and section headings herein are for convenience onlv and shall not in any way al1ect the meaning or interpretation oflhis Agreement (h) This Agreement creates a license <mly in favor of Old Church, its contractors and agents -, and is not intended to run with the Old Church Parcel or the City

28 Property. No subsequent owner of any interest in the Old Church Parcel shall be entitled to rely on this Agreement, and Old Church may not transfer or assign this Agreement or any of its rights or obligations hereunder without the prior "ninen consent oftbe City, which consent shall nol be unreasonably withheld, condition or delayed. Such consent shall be given only ic among other considerations, such subsequent owner afiirmatively assumes the obligations of Old Church hereunder and agrees to be bound hereby. Notwithstanding the foregoing, Old Church shall have the right to assign its rights and delegate its duties under this Agreement to (i) any entity which is controlled by, controls or is under common control "~ th Old Church without the City's consent, or (ii) the holder of any deed of tmst sec wing a loan to the owner of the Old Church ParceL (i) The City's failure to respond to any matter or item within the period specified therefor in this Agreement shall be deemed to constitute its approval thereof. Gl O.ld Church shall give the City at least forty-eight (48) hours' notice prior to Old Church's first entry onto the City Property or into the City Improvements and thereafter Old Church shall provide at least twenty-four (24) hours' notice before entering any pan or the surl~lcc of the City Property. (k) The partie,; agree to execute such additional documents and to perform all such other and further acts as may be ncccssru y or desirable to cm1 y out the purposes and intent ol' this Agreement. (I) Old Church agrees that it will grant to the City a tieback agreement in substantially the same form as this Agreement ic upon a! least 30 days notice, the City requests such an agreement from Old Church to make improvements on the City Property.

29 IN WITNESS WHEREOF, this Agrcemc:1t has been executed as of the date lirsl above written. "THE CITY": APPROVED AS TO FORM: ROCKARD J. DELGADILLO, City Al1omey By: Deputy City Auorney DATE:. ;\TfEST: KAREN E. KALFA YAN, City Clerk By: Deputy DATE: I U-

30 "OLD CI lurcll": By: By: Name: Title: Name: Title: -II-

31 ACKNOWLEDGMENT State of California ) County of Los Angeles ) IJ On,;;. j _, 2009, before me, f..{yjb<j_ ~Q<n!ersonally appeared KJ~ r;;;, A..~ho proved to me on thl basis of satisfactory evidence to be the person! whose name_{.s?ts~ subscribed to the within instrument and acknowledged to me that he/~~ executed the same in his/~ authorized capacit~ and that by hi~i-1- signatun;f!>f on the instrument the person(,s?, or the entity upon behalf of which the pcrso;;b} acted. executed the instmmcnt. l certily under PENALTY OF PERJURY under the laws ofthc State of California that the- foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) -I2-

32 ACKNOWLEDGMENT State of California ) County of Los Angeles ) -- 'A\lc... -1" 5' f;.~oso "'f';>~rtt/?_., t\\-::.jr:;y1 "?... ~1 )c... On \-, b. ;;;;;. 2009, before me,. personalry appeared f2;c,.--" l1-, Hoore., who proved to me on the basis of satisfactory evidence to be the person'es]whose name( ") is/;;<rc subscribed to the within instrument and acknowledged to me that hdsl;-e/they executed the same in hislbe:!'ltbeif authorized capacity(imsh and that by his/l;t.'fltbeit signature(~-c) on the instrument the person($). or the entity upon behalf of which the person(.s-)-' at.:tccl c:xccutcd the jnstrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Wl"JNESS my hand and official seal. Signature_:~:_~_ 77"-"'-''P:...'_~-?~4-- -~---"'' (Seal) -13-

33 EXHIBIT A LEGAL DESCRIPTION PARCEL 1: THAT PORTION OF THE CITY LANDS OF LOS ANGELES, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN SOOK2 PAGES 504AND 505 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, L Y!NG SOUTHWESTERLY OF THE SOUTHWESTERLY UN E OF TRACT NO 4874, IN SAID CITY, COUNTY AND STATE, AS PER MAP RECORDED IN BOOK 115 PAGE 89 OF MAPS, IN SAID COUNTY RECORDER'S OFFICE. AND ITS NORTHWESTERLY PROLONGATION. BOUNDED SOUTHEASTERLY BY THE NORTHWESTERLY LINE OF LOS ANGELES STREET. BOUNDED SOUTHWESTERLY BY THE LAND DESCRIBED IN THE DEED FROM FRANCIS MORA TO HARRIS NEWMARK DATED AUGUST 27, RECORDED IN BOOK 1028 PAGE 222 OF DEEDS. BOUNDED NORTHWESTERLY BY THE ALLEY AS CONDEMNED IN SUPERIOR COURT IN CASE NO BY THE CITY OF LOS ANGELES. PARCEL 2: THAT PORTION OF THE CITY LANDS OF LOS ANGELES, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK2 PAGES 504 AND 505 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE SOUTHEASTERLY HALF OF THE ALLEY AS CONDEMNED IN SUPERIOR COURT IN CASE NO BY THE CITY OF LOS ANGELES, LYING SOUTHWESTERLY OF THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF TRACT NO 4874 TO THE CENTER OF SAID ALLEY, IN SAID CITY, COUNTY AND STATE, AS PER MAP RECORDED IN BOOK 115 PAGE 89 OF MAPS, IN SAID COUNTY RECORDER'S OFFICE. TOGETHER WITH THE NORTHWESTERLY HALF OF SAID ALLEY LYING SOUTHWESTERLY OF THE SOUTHEASTERLY PROLONGATION OF THE NORTHERLY LINE OF THE HEREIN DESCRIBED PARCEL 3. PARCEL 3: THAT PORTION OF THE CITY LANDS OF LOS ANGELES, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 2 PAGES 504 AND 505 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EAST LINE OF MAIN STREET, DISTANT NORTHERLY ALONG MAIN STREET LINE FEET, MORE OR LESS, FROM THE NORTHEAST CORNER OF MAIN AND THIRD STREETS, THIS POINT OF BEGINNING BEING THE NORTHWEST CORNER OF THE LOT CONVEYED TO FREDERICK EASTON BY DEED RECORDED IN BOOK 1718 PAGE 2840F DEED, RECORDS OF LOS ANGELES COUNTY; THENCE NORTHERLY ALONG THE EAST LINE OF MAIN STREET 47 FEET 5 INCHES, MORE OR LESS, TO THE CENTER OF THE 17 INCH PARTY WALL REFERRED TO IN PARTY WALL AGREEMENT RECORDED IN BOOK 1115, PAGE 245 OF THE DEED OF RECORDS; THENCE EASTERLY ALONG THE CENTER LINE OF THIS WALL AND THE EXTENSION OF IT, FEET. MORE OR LESS, TO IHE WEST LINE OF AN ALLEY; THENCE SOUTHERLY ALONG THIS LINE OF ALLEY 47 FEET 5 INCHES, MORE OR LESS, TO THE NORTHEASTERLY CORNER OF THE LOT CONVEYED TO FREDERICK EATON: AND THENCE WESTERLY ALONG THE NORTHERLY LINE OF THE LOT SO CONVEYED TO EATON, FEET MORE OR LESS, TO THE POINT OF BEGINNING. Page 1 of2

34 TOGETHER WITH A STRIP OF LAND APPROXIMATELY EIGHT AND ONE HALF INCHES (fl.-1/2") WIDE BOUNDED ON THE SOUTH BY THE NORTHERLY LINE OF ABOVE DESCRIBED PARCEL, ON THE NORTH BY THE SOUTHERLY LINE OF THE PARCEL 8, DESCRIBED IN THE GRANT DEED TO OLD CATHEDRAL, LLC. RECORDED ON OCTOBER 20, 1999 AS INSTRUMENT NO IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ON THE WEST BY THE EASTERLY LINE OF MAIN STREET AND ON THE EAST BY ABOVE SAID WEST LINE OF AN ALLEY LIBRARY PROPERTY: THAT PORTION OF THE CITY LANDS OF LOS ANGELES, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGES 504 AND 505 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWESTERLY LINE OF LOS ANGELES STREET, 86 FEET WlDE AS SHOWN ON THE MAP OF TRACT NO. 4874, IN SAID CITY, COUNTY AND STATE, AS PER MAP RECORDED IN BOOK i 15 PAGE 89 OF MAPS, IN THE OFFICE OF SAID COUNTY RECORDER WITH THE SOUTHWESTERLY LINE OF SECOND STREET, 60 FEET WIDE; THENCE ALONG LAST SAID SOUTHWESTERLY LINE OF SECOND STREET NORTH 53'20'48" WEST, FEET; THENCE NORTH 89'28'07 WEST FEET; THENCE SOUTH 32'18' 30" WEST FEET TO A LINE PARALLEL WITH AND DISTANT FEET NORTHEASTERLY MEASURED AT RIGHT ANGLES FROM THE NORTHEASTERLY LINE OF SAID TRACT 4874; THENCE NORTH 57'44'19" WEST ALONG SAID PARALLEL LINE A DISTANCE OF FEET; THENCE SOUTH 38'00'27" WEST FEET TO THE NORTHERLY TERMINUS OF THE SOUTHEASTERLY LINE OF WERDIN PLACE, AS SHOWN ON THE MAP OF SAID TRACT 4874, SAID POINT BEING DISTANT FEET NORTHEASTERLY MEASURED ALONG LAST SAID SOUTHEASTERLY LINE FROM THE MOST NORTHERLY CORNER DF SAID TRACT; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE TO SAID MOST NORTHERLY CORNER; THENCE ALONG SAID NORTHEASTERLY LINE OF SAID TRACT SOUTH 57'44'19" EAST, FEET TO SAID NORTHWESTERLY LINE OF LOS ANGELES STREET; THENCE ALONG LAST SAID NORTHWESTERLY LINE NORTH 32'18'30" EAST, FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION WITHIN EXISTING PUBLIC STREET DESCRIBED IN INSTRUMENT NO , RECORDED ON OCTOBER 9, 1992 IN THE OFFICE OF SAID COUNTY RECORDER. AS SHOWN ON EXHIBIT MAP A IT ACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. Page 2 of2

35 I a/ ~v /.so ' "" ' "" ~ OLD CHURCH, LLC. ~ PROPERTY '~ ' c RIW D.M. 13Q-5A213 T. G. 6;_,;349.JE::14 C. D.-"----- / EXHIBIT MAP DEPARTMENT OF PUBLIC WORKS BUREAU OF ENGINEERING. I <fl/ II ~0/ '<'";'A.. 00/ 0 "I 1 PARCEL1 SURVEY DIVISION Gary Lee Moore, P.E., City Engineer I / I

36 Exhibit B Old Church Parcel LEGAL DeSCRIPTION Real property in the Qly of los Angeles, County of Los Angeles, State of Callfornla, described as follows: PARCEll: All that certain Parcel of land, in the Clly of Los Angeles, described as follows: Beginning at. the Intersection of the Southwesterly llna of Second Street With the Southeasterly line of Maln.streeJ;; tl>ence Sm;tth~.~(li.. ~long.sald Maln)'!J:<eet.l?:j. f!'et to,\l)e "tjo"rtijp.~.terlt _ line of the land described In the Deed to tlie Odd Fellows Hall Assoclatlon, recorded Oi::tobGr as Instrument No. 52, In Book 896 Page!86 of Deeds, In the office of the Counly Record~r of said County; thence Southeasterly along said Northeasterly line to tl1e Easterly corner df the land described In sa!d Deed, said EastErly comer also being a point in!he Northeasterly \lne of Werdln Place, as described!n that certain Condemnauon Acl1on In Superior Court Case No. 3a192, Los Angeles County, the decree belng recorded September 27, 1902 as Instrument No. 99\n Book 1623 Page 300 of Deeds; Records of said County; thence Southeasterly along said last mentioned NortlmastetiY nne to.~g _a"ngle point tl1ereln; tl1ence Southwesterly along!he Southeasterly line of said Werdin Place to tl1e Northeiisterly line oftract No. 4874, as per Map recorded In Book 115 f';;lg~-lli!.~.filiiar~'~;ihe9f\1~.;.q!.j;l:!fb""'l:q;!d_l,r'\corder of~ald _County; tl1ence Soutl1easterly along ffie'ifciitlieasrerly llne Of'saltlT""raet Ni">: 4874 to the Northwe;;terly line of Los Angeles Street, tl1ence Northeasterly along tl1e Northwesterly line of Los Angeles Street to tl1e Southwesterly line of Second Street; thence Northwe.'i\:erly along the Southwesterly line of Second Street to -the point of beginning. EXCEF'T that portion described as Follows: That certain parcel of land In the Oty of Los Angeles, described as foliows: Beginnrng at tile present Westerly corner of Los Angeles and second Streets and nunn!ng thence Southerly along the Westerly line of Los Angeles Street feet to the Northeasterly corner of property now or fonner\y belonging to Bishop ~1ora; thence Wesrerly along the Norther! ; line of said property of Mora, fee~ rnore or less, to the Easterly line ofthe land deeded to Mrs. Mary J. Derlcot by Deed dated December Z, 1886 recorded In Book 181 Page 549 of Deeds; thence Northerly along the Eosterly line of the lot sa deeded to Derlcot~0.16 feet; more or less, tp the present Southerly line of Second street; thence Easterly along southerly line of Second Street feet, more or less, to the polnt of beginning. ALSO EXCEPT that portion described in tl>e Deed recorded February 27, 1953 i!s Instrument No In Boo\< Page 105 of Official Records; and described therein as follows: Clty Lands -of Los Angeles, Lot on Northwest line of Los Angeles Street, commencing SoutlwJest thereon 29.7 feet from Southwest line of Second Street; thence North 57 Degrees 41' 30" West feet; thence South 36 Degrees 33' 25" West 28.1 feet; thence North 51 Degrees 52' 10" West feet; thence Sou~1west feet; U1ence south 32 Degrees 21' 30" West 14.7 feet; U\er.ce South 57 Degrees 41' 30" East 165 feet to i:j1e said Northwe..~ line; thence Northeast thereqn l45-34 feet to the beginning. First American Titfe Insurance Company

37 Order Number: NCS~16BB'19 1A1 P.age Number: 11 PARCEL 2: Parcel A of CertiFicate of Compliance for Lot Line Adjustmen~ recorded December 11, 2001 as Instrument No , more particularly described as follows: That portion of City Lands of Los Angeles, as per l~ap recorded In Book 2 Pages 504 and sos of Miscellaneous Records, In the office of the County Recorder of Los Angeles County; described as follows: Beginning at the Intersection of the Northwesterly line of Los Angeles Street, 86 feet wide, as shown on the Mi'!P of Tract 4874, as per Map recorded In Book 115 Page 89 of Maps, In 'the office of said County Recorder With the Southwesterly line of Second Street, 60 r-eet Wide; thence along said southwesterly line of Seoond street!>jor.th 53 Degrees 20' 48'' West; feet b:i the E<Jsterly line of the land deeded to Mrs. Mary J. Derlcot by Deed dated December 2, 1885 recorded In Book lsl Page 5~9 of Deeds; thence South 35 Degrees 33' 25" West along said Easterly line a distance of feet; thence Nor-th Sl Degrees 52' 10" West fe-et; thence South 38 Degrees 00' 27" West feet more or less to the Northerly terminus of the Southeasterly line of Werdin Place, as shown on tlm Map of said Tract No. 4874, said point being distant feet Northeasterly measured along last said Southeaster.ly line from tl)e most. Northerly comer of said Tract; thence Southwesterly along said Southeasterly line to said most Northerly corner; thence along the Northeasterly line of said Tract South 57 Degrees 44' 19". Eest, feel to seld Northwesterly line of Los Angeles Street; tl1ence along last said...,.-...., ',. ~:"'~?"'.'f:'jj(\i(h\.;~);'(!fl\(~lj(iii'r<'~r(li"l\ttiegrees 18' 30" East, feet to the point 'Of'15egfi hg;"'-':~"'"?"''~""'eco:<~"''-"'" -.-~... -~.,. ~.-...~.: ' -~ EXCEPT therefrom tl1at j:jo;t;on described as follows: Beginning at the Intersection of said NorthvJeslBriy line of Los Angeles Street with said Southwesterly line of Second Street; thence alo~g lest said Southwesterly line of S<lcond Street North 53 Degrees 20' 48" West, 25.~6 feet; thence North 89 Degrees 28' 07" West feet; thence Soutl1 32 Degrees 18' 30" West feet to a line parallel with and distant feet Nortl1easterly measured at right angles from said Northeasterly line of said Tract No. 4874; thence North 57 Degrees 44' 19" West along said parallel line feet; thence South 38 Degrees 00' 27" West feet to said Northerly terminus of said Southeasterly line of Wetd!n Place, said point being distant feet Northeasterly measured along last said Southeasterly line from said most Northerly comer of said Tract; thence southwesterly along said Southeasterly line to said most Northerly corner; thence along said Nottheasteriy line of said Trar:t South 57 Degrees 44' 19" East; feet to said Northwesterly line of Los Angeles Street; thence along last said Northwesterly line North 32 Degrees 18' 30" East feet to the point of beglnnlng. ALSO EXCEPT therefrom that portion v.'ithln ~sting public street described rn rnstrument No , recorded on October 9, In the office of said County Recorder. ALSO EXCEPT all oil, gas, other hydrocarbons and other minerals In and b:i said Real Property In which Grantor presently owns or may obtain an Interest, together With the right as hereafter llmi!bd to drill, redrill, deepen and maintain well holes under, through and beyond and to drill for, produce, extract, take and remove olf, gas end other hydrocarbon substances (and water necessary therefor) and other minerals from and through said real property, together with rights of way and easements for an-y and all of the above mentioned purposes, but wltl1 no right of entry upon or ~1rovgh said real property, except beneath a depth of 200 feet below tl1e present surfoce of said real property, es reserved by tile Roman Catholic Archbishop of Los Angeles, a corporation sole by deed recorded FebnJary 21, 1961 es Instrnment No. 30SO In Baal( D l13o Page 7o'i Offidal Records. first American Tilie Insurance Company

38 O,"der Number: NI;S 166B4!NAl Pi!l!le. Number.l2 ALSO EXCEPT all oil, gas, hydrocarbon substances and other minerals together with the nght to enter and pass through said land at any time, or!tom time to time, at a depth of below SOD feet from the surface th\lreof for the purpose of exlroctlng, producing and marketing such oil, gas, hydrocarbon subslanoas and other minerals, as granted to the Roman Catholic Archbishop of Los Angeles, a corporation sole by deed recorded June 17, 1968 as Instrument No. 2105, In Book D Page 505 Official Records. PARCEL3; Lots "A" and "8" oftract No. 4874, in the Oly of Los Angeles, as per map recorded In Book 115 Page 89 of Maps, In the Offtce of the County Recorder of said County. EXCEPT therefrom all oil, gas, other hydrocarbons and other minerals In and to said real property In which Grantor presently owns or may obtain as Interest, together with the right as hereinafter limited to drill, redrlll, deepen, complete and maintain wells ho!es under, through and beyond, and tn drill for, produce, extract, take and remove all, gas and other hydrocarbon substances (and water necessary therefor) and other minerals from and through said real property, together with rights of way and easements for any and all cf tie above mentioned purposes, but With no right of entry upon or through said real property, except ber1eath a depth of 200 feet below the present surface of said real property, as res~rv~d by the Roman Catholic Archbishop of Los Angeles, a corporation sole, by deed recorded January 28, 1971 as Instrument No PARCEL4; "f!:-~. -::;.*~:~~:..:~~:' ~:=~~~::~~.!-1.$'~~.:- : ~:. l11at portion of the dty lands of Los Angeles;' in- U1e City of Los Angeles, as per rnap reconded In Book 2 Pages 504 and 505 of Mlscelianeous Records, 'In the office of the county recorder of said county, within the boundaty lines of the land described in the deed recorded April17, 1972 as Instrument No. 658, In said Recorder's Office, lying Northeasterly of the Northwesterly prolongation of the Southwesterly line of Lot "8" of Tract No. 4874, In said City, County and State, as per map recorded In Book 115 Page 8~ of Map~, In said County Recorders Office. PARCELS: A lot of land In the my of J.os Angeles, fronting on tl1e East side of Ma!n Street between Second and Third Streets, more particularly described as follows: Beginning at a point on the East side of Main Street about 155 feet southerly!torn the south line of Second Street, said point being at tl1e Southwest corner of the Roman Catholic caumdrallot; thenoa south 53 degrees East along the Southerly line of said cathedral Lot 176 t/4 feet to the Northeast comer of what was fcrmarly known as the Cohn Homestead; thenoa South 37 degrees We;i 46 feat to the SouU1east corner of same; thence North 53 degrees West 176 1/2 feet to the Easterly line of Meln Street; and thence along said line North 38 degrees East 46 feet to the point of beginning. PARCEL 6: TI1at certain parcel of land, In the City of Los Angeles, described as follows: Beglnnfng at a point tn the Easterly line of Main Street at the most Westerly corner of tl1e land conveyed to Odd Fellows Hall Association, by deed recorded in Boo!~ 896 Page 186 of Deeds, sold point being distant feet; Southwesterly along the Easterly line of Main Slreet from the Southerly line of Second Street; thence Southeasterly along the Southwesterly line of U1e land so conveyed to said Ddd Fellows Hall Association, feet to the Westerly line of the alley as condemned In Superior r.ourt In case No. 36!92 by the City of los Angeles; thence Arst Amedam 77t!e InsuranCE COmpany

39 Order Nom!mr. NCS 168B~-lA1 Page Nurnber. l3 Southwesterly and along said Westerly line of said Atley feet, more or less, to the Northerly line of the land conveyed to Edward A. Hoffman, by deed recorded In Book 1106 Page 172 of Deeds; thence Northwesterly along said Northeriy line of said Hoffman Land, 168.Dl feet to the Easterly line of Main Street; thence Northeasterly feet, more or less, to the point of beginning. PARCEL?: 1l1at certain parcel of land, In tile City of Los Angeles, described asfollows: Beginning at a point In the.easterly line of ~lain Street, d!si<jnt 213,809 feet Southerly From the Intersection of said line of t1aln Street, with Soutl1erly line of Second street; thence along said line of Maln Street, South 34 degrees 31' West feet; thence SoUtll 55 degrees 39' East feet; tllence North 33 degrees 30' East reet and thence by a straight line to the point of beginning. EXCEPT a strip B 1/4 Inches wide off the Southerly side thereof. EXCEPT from Parcels 4, s, 6, 7 and 8 all oil, gas, water, and minerals rlghts now vested In the city of Los Angeles Without, however, the right to use the surface of said land or any portion thereof to a depth of 500 feet below the surface, fur the extraction of such oil, gas, water and minerals, as rese!ved and excepted by ~1e City of Los Angeles, a municipal corporation, In deed- -- recorded September 7, 2004 as Instrument No ~~~:-:Tf:>~~;:;'~::~~: ~ ~ 7.;-S- i~.. ~~,:.~~~~?.;:. ~ ~~L"'.?''"" -; \"'='~-? '.c.,":'.;;i;e;0 c '-' APN: , , , , and First Amer!Clln Title Insurance company

40 ExhibitC Tieback Area Exhibit! ' I '!' ; i! 'I ' -~.. ~-! I 0 ~ I 1 I I ~ ~ I.. r k= Ron "6 i::-o._ E,<;; :"J~~ ::Jno c.tr Q N 0 l.os,i>.ngel.. 5 S1'RE T l - :.. q ~-' -~.-~~ r"'-~ {;,..r\ - b --t. JF ]~ ~ ~. 1) u ~. I.~ \i "- "" rr;i \ fe-;i "'... T \. jj I ~ I fr. \' ~ ~)'( ~ 9f!. I ''1 ~ - ~ ~{~? -.~Bt I H - "" '-f"' \\ ' '"' : ij '.ll;. '< ~ II~ ~~ ti r. ~ '.~ ~ rf-j <:v Mllll '~ ~ 6dllf,, " i i 0 c:~ 1- to -.a X~ lg ~ )> Ill I ~1i 5ol II'""' -, lli::jj ~ "."' "'" oc)j~ L I ~ ~) ~ -~ "' ~ I,. ~ I..,... ~~ ~ ~~ ~ I ' I ' ' ~- I "--~! '. '! I) l -~ 0 i ~ -;; c g ' ~t ' I ~. ~!,8. ~~ - I ' ' ~5 ' c ~ ~~ ~ ~D ~ ~a: : c ~. ~sr ~ I 'I! : c Sa t@r- \" ~ fi Ji ~ ' ' '\.., 4' :jo- """' "-l\--1 1) (l, 133W,S Ntvtt ~ ~~ ~. J r i'l )(''«I ~~ I"' Ti.-h"rlc Area j ~ TiPh~r1r Ar ea '

41 February i Bureau of Engineering Special Order Specral Order No. 003=0201 To.All: Deputy City Engineers Division/District Engineers Division Heads Subject: REQUIREMENTS FOR DEEP EXCAVATION CONSTRUCTION AND INSTALLATION OF TIEBACKS ON SITES IN OR ADJACENT TO PUBLIC WAYS This Special Order supercedes Special Order No. S Our current requirements as set in Special Order No. SOOS-0686 call for the removal of soldier piles and lagging located in the public right-of-way to a depth of 12 feet below gutter grade. The 12 feet cut-off line was established to leave the subsurface area free from any obstruction for the purpose of installing underground utilities and City maintained installations such as sewers and storm drains. Also, it was intended to eliminate any additional financial hardship on the city to remove these piles in case the need arises to use the space they occupy. Soldier piles are part of the shoring system used in conjunction with the construction of the basement walls of a building. They are normally placed at the faoe of the wall and within 2 feet of the property line. This subsurface area of the sidewalk is very rarely used by city forces to install underground installations. A shallower cutcoff line is agceptable and will not add any hardship on the City. Therefore, effective immediately, the following procedures shall apply to exgavation penmits. A. ENGINEERING 1. Existing substructures and utilities shall be shown on plans with elevations and seg!ions when closer than 6 feet clear of drilled holes. 2. Provisions shall be made to immediately dispose of all ground and surface runoff water. 3. Dewatering wells within 10 feet of shoring system or within the public way must be approved by the City Engineer prior to installation. 4. Heavy loads shall not be allowed within 10 feet of the top of the excavation except where the shoring design provides for the proposed surcharge. 5. All changes in the drawings and permit specifications must have prior approval of the Bureau of Engineering, phone (213} for procedural requirements. B. CONTRACTOR RESPONSIBILITIES 1. UNDERGROUND SERVICE ALERT, Inquiry Identification number (USA II No.}: Before commencing any excavation. the contractor sha.ll obtain a USA II Number by calling Two working days shall be allowed after the USA Jl

42 2 Number is obtained and before the excavation wort< is started so that utility owners can be notified. 2. PRE-JOB INSPECTION REQUIRED 72 HOURS PRIOR TO THE START OF SHORING CONSTRUCTION WITH THE DEPARTMENT OF PUBLIC WORKS INSPECTOR AND JOB SUPERINTENDENT, PHONE (213) Contractor shall locate all utilities and structures within the proposed excavation and make appropriate arrangements for their relocation, prior to the start of construction. 4. Contractor shall locate and cap off all sewer laterals behind the proposed location soldier beams prior to the installation of soldier beams. 5. Existing underground installations carrying unstable substances shall be "potcholed" as required by the Los Angeles Municipal Code (Ordinance No. 150, 478), and City Engineer's Special Order S dated February 27, 1979 (Compliance with Ordinance Requirements for Unstable Substance Installations Guidelines Implementations). C. CONSTRUCTION PROCEDURES 1. Lagging shall be required unless otherwise noted; lagging shall be 3 inch No. 2, or better, placed and backfilled with sand or slurry, in 5 foot maximum lifts. 2. All backfill between the permanent wall and the public way shall be cohesive material, compacted to a minimum 90 percent relative compaction or a 1'12 sack slurry mix, under the continuous inspection and testing by the project's private soil engineer and the Public Works Inspector. 3. a. All soldier beams and lagging placed in the public way either under the sidewalk or in the roadway shall be removed to a minimum of 8 ieet below gutter grade. b. All soldier beams and lagging placed in an alley shall be removed to a minimum of 4 feet below grade. c. All tieback anchor rods in the public way Including alleys that are located within 20 feet of surface shall be removed. All other tiebacks shall be detensioned and shall be verified by the Public Works Inspector. 0. TIE BACK INSTALLATION 1. Lighting shall be provided for visual inspection of drilled holes. 2. Where caving occurs, drilled holes shall be cased and all backfill shall be pressure pumped so that all voids are filled. 3. All drilled holes to be left open more than twelve (12) hours shall be cased. 4. Anchor holes shall be free of loose material and concrete shall be placed immediately after placin9 anchor in hole.

43 3 5. Anchors shall be tensioned straight and true. Kinking or sharp cu!vaiure in anchors under tension shall be cause for rejection. 6. Rods or stranded cables shall remain extended <md exposed to penilit retensioning throughollt the service life of the shoring and detensioning following completion of permanent building structure. E. TESTING OF TIE SACKS 1. Anchor holes shall be logged and certified by the soils engineer. 2. Hydraulic rams shall be calibrated and certified by testing laboratory. 3. All anchors shall be tested at 150 percent of design load for 15 minutes with less than 0.1 inch yield. 10 pefcent for anchors at each level, as selected by soils engineer shall be tested at 200 percent of design load. Total yield of 12 inches is acceptable. Total yield of 36 inches is unacceptable. Total yield of12 to 36 inches shall require soils engineer to assign partial anchors values and install remedial anchors with the approval of!he City Engineer. F. JOB SAFETY 1. Contractor shall establish initial control points for the purpose of monitoring the soldier beams prior to the start of any excavation. Shoring piles shall be survey monitored weekly for "line and grade by a licensed sujveyor. One set of data obtained shall be maintained at the job site for the inspector of Public Works. A second set of this data shall be promptly submitted to the City Engineer, Central Engineering District. Any one inch movement shall be analyzed by the soils engineer and an approved remedial shoring plan prepared. Any movement of 2-inches or more require that remedial shoring installation be mad!;) to prevent additional movement prior to further construction. All affecled anchor rods shalf be retensioned. 2. Anchor tie rods shall not be welded nor used for grounding welding equipment ( HMM CWR ) EXE/1-lMMIRS/gva Approved Sy: IJ+, Ll r;,,l;. S. 0. No Vitaly S. Troyan, P.E., City Engineer

44 S P E C I A L 0 R D E R SUBJ~F FILE con FILE t/o(/.{..f.u-..!.1.. ClERICAl SERVICES ADM. DIV., RM. 350 TO ALL: DEPUTY CITY ENGINEERS DIVISION/DISTRICT ENGINEERS DIVISION HEADS February 9, 1982 SUBJECT: PROCESSING OF REQUESTS FOR TIE RODS TO REMAIN IN PLACE By adoption of Joint Board Report No. l dated January B, 1982, the Board of Public Works revised fees for various temporary anchor systems in public rights of way. It is the policy of the City Engineer that all tie-rods within 20' below the adjacent street surface be removed from the public way. The policy further provides that tie-rods at all depths should be de-tensioned and that all portions of soldier beams within 12' of the adjacent street surface should be removed. The terms "Tie-Rod", "Anchor Rod" and. "Tie" all refer to either rods or cables. Occasionally, due to unusual circumstances, it is not fe.asible to remove one or more of these ties.. When an owner or contractor determines he needs to leave ties in the public right of way he should address a letter to the City Engineer making his request and include the following information: 1. Reason ties cannot be removed or de-tensioned. 2. Total number of ties originally on project. 3~ Number of ties to remain in place. 4. Number of ties proposed to remain in tension. s. Who to contact, with telephone number, for additional inform-ation.

45 -2- Along with the written request two copies of a plan and profile of the ties to remain, delineating any proposed to remain in tension, shall be submitted along with a copy of the original tie plans. The letter plus the plans must go to the District Engineering Office or the Utility and Estimating Division in the Central District for their determination if the ties should or should not remain in place, A determination of whether or not any ties may remain in tension must be made by the Structural EDgineering Design Division. A permit for the ties to remain will be issued based on the attached Current Pee Schedule, if: they are 5% or less than the original total and located within 20' from the adjacent street surface; th.ey are deepe-r than 20 1 ; none ar.e tn tension. If ties to remain exceed 5% of the original total and are located within 20' of the adjacent street surface, or if any of the original total remain in tension, the Utility and Estimating Division must be requested to determine the "actual coat" that the City would incur because of the ties. A copy of the request letter with plans for the ties to remain shall be submitted to the Utility and Estimating Division for use in determining the fee. This fee will be transmitted back to the District Office after it has been determined. The perreit can then be issued at the determined fee.

46 -3- All unusual problems regarding de-censioni~g and removal shall be referred to the Structural Engineering Design Division. I DJM/BB:tas U & E Div. DONALD C. T!LLMAN City Engineer

47 CURRENT FEE SCHEDULE Temporary Anchor Systems for Lateral Support Shoring February 8, 1982 Each concrete or metal deadman located 20 feet or more below the str-eet su-rface Less than 20 feet below the street surface Each anchor rod located more than 20 feet below the street surface, if permitted to remain by the City Engineer Each anchor rod of the first 5% of the total number located within 20 feet of the street surface, if permitted to remain by the City Engineer (These rods must not be grouped together-they must be scattered randomly throughout the site) Each anchor rod in excess of the first 5% of the total number located within 20 feet of the street surface, if permitted to remain by the City Engineer, shall be charged the actual costs as determined by the City Engineer Each anchor rod left in tension $4 2 $84 $72 $132 Actual Costs ($132 Minimum) Actual Costs ( $13 2 Minimum)

48 EXHIBIT C TIEBACK AREA TIE BACK AHEA EXHIBIT SMRH C-1

49 ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) COUNTY OF LOS ANGELES ) On, 2014, before me, (insert name of notary) Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Signature (SEAL) STATE OF CALIFORNIA ) ) COUNTY OF LOS ANGELES ) On, 2014, before me, (insert name of notary) Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Signature (SEAL) SMRH

50 ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) COUNTY OF LOS ANGELES ) On, 2014, before me, (insert name of notary) Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Signature (SEAL) SMRH:

51 AGENDA BOARD OF LIBRARY COMMISSIONERS CITY OF LOS ANGELES *** SPECIAL MEETING*** THURSDAY, DECEMBER4, 2014 LITTLE TOKYO BRANCH LIBRARY 203 S. LOS ANGELES STREET LOS ANGELES, CA TIME: 11:05 A.M. (OR AS SOON THEREAFTER) AGENDA: In compliance with Government Code Section 54957,5, you mayview the agenda and all available documents related to the items at the Central library's lrlformation Desk or via the Internet at: RULES OF DECORUM: Persons addressing the Commission shall not make impertinent, slanderous or profane remarks to the Commission, any member of the Commission, staff or general public, nor utter loud, threatening, personal or abusive language, nor engage in any other disorderly conduct that disrupts or disturbs the orderly conduct of any Commission Meeting and prevents the Commission from carrying out its public business, At the discretion of the Commission President or upon a majority vote of the Commission, the Commission President may order removed from the Commission meeting place any person who fails to observe the rules of decorum, Any person who has been ordered removed from a meeting may be charged with a violation of Penal Code Section 403, or other appropriate Penal Code or Los Angeles Municipal Code sections. 1. ROLL CALL 2. CITY LIBRARIAN'S REPORT BOARD DISCUSSION CONSIDERATION OF PARKING AGREEMENT BE1WEEN THE CITY OF LOS ANGELES AND THE 222 MAIN STREET INVESTORS, LP FOR THE LITTLE TOKYO BRANCH LIBRARY PARKING- (Item Continued from 11/20/14 Special Meeting) (EXHIBIT "A") 3. ADJOURNMENT FINALIZATION OF BOARD ACTIONS- CHARTER SECTION 245~1n accordance with Charter Section 245, actions of the Board of Library Commissioners shall become final at the expiration of the next five (5) meeting days of the City Council during which the Council has convened In regular session. PARKING: Reduced parking rate validation can be obtained by showing your library card at the Information Desk, and is only valid for parking on the Westlawn Garage at 524 S. Flower Street. The Westlawn Garage Is not owned or operated by the Library Department. Additional information Is available at Title II of the American with Disabilities Act: The City of Los Angeles does not discriminate on the basis of disability and upon request wlll provide reasonable accommodations to ensure equal access to its programs, services, and activities. To ensure availability, you are advised to make your request at least 72 hours prior to the meeting/event you wlsh to attend. For additional information, please contact the Board Office at (213) 228~7530. POST 12/03/2014 FOR INFORMATION CONTACT: LIBRARY COMMISSION OFFICE (213)

52 LOS ANGELES PUBLIC LIBRARY BOARD REPORT EXHIBIT "A" December 4, 2014 TO: Board of Library Commissioners FROM: John F. Szabo, City Librarian~~ 1 SUBJECT: PARKING FOR LITTLE TOKYO BRANCH LIBRARY RECOMMENDATIONS: THAT the Board of Library Commissioners consider the following resolutions: RESOLVED, That the Board of Library Commissioners approve the attached Agreement (Exhibit A) between the City of Los Angeles and 222 MAIN STREET INVESTORS LP, a Delaware limited partnership ("222 Main") for the provision of parking for the Little Tokyo Branch Library during and after construction on the property immediately adjacent to the library; and FURTHER RESOLVED, That the City Attorney and City Librarian be authorized to make technical changes to the Agreement prior to execution. FINDINGS: 1. This report provides an overview of the Little Tokyo Library project. The proposed Agreement (Attachment A) reflects the Board's November 20, 2014 discussion as well as community input provided during that meeting and a subsequent community meeting held at the Little Tokyo Library on November 24, Background on Library Construction and Parking a. The Little Tokyo Branch Library, a 12,500-square-foot facility, is located at 203 S. Los Angeles Street, adjacent to St. Vibiana's. The library was constructed under the provisions of the 1998 Library Bond Issuance and opened to the public on September 8, b. The site that the library is built on was owned by Old Cathedral, LLC, which purchased the site to convert St. Vibiana's into a performing arts space. On September 6, 2001, the Board of Library Commissioners approved a Memorandum of Understanding (MOU), Exhibit B, between the library and the Gilmore Associates (developer and agent for Old Cathedral, LLC) regarding the library's purchase of a portion of the land for the construction of the Little Tokyo Branch Library within the St. Vibiana Cathedral Project.

53 -2- c. Paragraph 12 of the existing MOU included prov1s1ons for continued parking for the library in anticipation of development on the remaining land, as follows: "... The Developer will provide 25 parking spaces for the Library at Vibiana Place or adjacent properties for the length of time the parking structure is in construction if said structure is not completed at the time the Library building is completed. The cost of such temporary parking shall be borne by the Developer." d. Paragraph 11 of the MOU also states that "The Library understands that the Developer will enter into an agreement with the City of Los Angeles to construct a parking structure on the property of Vibiana Place or adjacent property with a capacity of approximately 1,250 spaces for cars. The Library further understands that this structure will include 40 spaces for library use." e. Under the provisions of the existing MOU, the library is currently being provided the required 25 parking spaces for staff and patrons of the library at the surface parking lot located immediately south of the library. This adjacent parcel of land was recently acquired by a new developer, "222 Main." Soon, 222 Main will begin construction of a mixed-use, 8-story project on the parking lot. This development has been scaled back from a previously anticipated 41-story project. 3. Parking Provisions During and After Construction a. During construction of the proposed project, 222 Main will provide, at its expense, a minimum of 26 parking spaces for library staff and patrons at the property located immediately south of the existing parking lot, called the ROE Property. b. During the negotiation of the attached new Agreement and due to the scaled-back size of the development (8 stories vs. 41 stories), upon completion of construction, 222 Main shall provide 2 accessible parking spaces in the development for library use. In addition, a minimum of 10 parking spaces will also be provided for library use in the new development. c. In the new agreement, 222 Main, at its cost, will provide valet parking and parking validations for 28 spaces at all times for volunteers and the public during the Library's hours of operation. For those using parking validations, there will be a grace period of 30 minutes before and 30 minutes after library hours, at a parking facility chosen by the library at its sole discretion (the "Preferred Outside Parking Facility").

54 -3- d. The valet parking provided will allow volunteers and patrons to retrieve their cars with no longer than a ten (1 D) minute wait time. The valet parking attendant shall be located no further than twenty (2D) feet from the front entrance of the library. During Library special events and other occasions that attract more than ten (1 D) attendees at one time, 222 Main will provide more than one valet parking attendant. e. The developer will also provide and install at their expense, way-finding signage to direct patrons to the location of offsite parking. f. The City will use its "commercially reasonable best efforts" to find a permanent alternative to the Additional Offsite Spaces. g. The term of this agreement is in perpetuity regardless of the owner. h. The agreement has been reviewed by City Attorney staff and the City Risk Manager. Prepared by: Reviewed by: Kyle Millager, Business Manager Kris Morita, Assistant General Manager Attachments

55 ATTACHMENT A RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: {Above Space For Recorder's Use Only) PARKING AGREEMENT (Little Tokyo Branch Library) This Parking Agreement ("Agreement"), dated as of, 2014, is entered into by and among the CITY OF LOS ANGELES, a municipal corporation, acting by and through its Board of Library Commissioners (the "City")and 222 MAIN STREET INVESTORS LP, a Delaware limited partnership ("222 Main"). The City. and 222 Main are sometimes individually defined herein as a ":Em:ly" and collectively as the "Parties". This Agreement is entered into with reference to the following facts and circumstances: RECITALS A. The City of Los Angeles Public Library (the "Library Department") currently operates the Little Tokyo Branch Library (the "Library") located at 203 S. Los Angeles Street, Los Angeles, as more particularly described in Exhibit "A" attached hereto (the "Library Property"). B. The parking for the Library is currently provided on an adjacent parcel of land recently acquired by 222 Main and located at 222, 226, 230, 232 and 234 S. Main Street and 221, 223, 225 and 227 S. Los Angeles Street, Los Angeles, as more particularly described in Exhibit "B" attached hereto (the "222 Property"). 222 Main will shortly commence construction of a mixed-use project (the "222 Project") on the 222 Property that will include a ground level/subterranean parking structure (the "222 Parking Structure"). C. The City and the prior owner of the 222 Property entered into a Memorandum of Understanding in 2001 (the "MOU") whereby they agreed that parking for the Library would be provided on the 222 Property as part of the prior owner's thencontemplated project. D. The City and 222 Main desire to enter into a different arrangement than that described by the MOU and hereby set forth their respective rights and SMRJ-1:

56 responsibilities with respect to the location of, and payment for, the offsite parking spaces for the Library following the commencement of construction of the 222 Project. NOW, THEREFORE, the Parties agree as follows: AGREEMENT 1. Temporary Parking on City Property. 222 Main has entered into a Right of Entry Permit (the "Right of Entry") dated, 2014, pursuant to which 222 Main has acquired the right to use the property located south of, and adjacent to, the 222 Property, which land includes Assessor Parcel Nos , 905, 906 and 910 (the "ROE Property") for parking and construction staging and management. In accordance with the Right of Entry, 222 Main shall provide, at its sole expense, twenty-six (26) parking spaces at the ROE Property for the Library during the period commencing on the date parking spaces are no longer available for the Library on the 222 Property and ending on the date a temporary certificate of occupancy is issued for the 222 Project (the "222 TCO Date"). 1.1 Alternative Temporary Parking. Should the Right of Entry be terminated or the ROE Property become otherwise unavailable prior to the 222 TCO Date, then parking shall be provided as set forth in Section 3 below. 2. Permanent Parking in 222 Parking Structure. Commencing on the 222 TCO Date, 222 Main shall provide the following permanent parking spaces in the 222 Parking Structure, free of charge, for the benefit of the Library, as follows: 2.1 Handicap Spaces. 222 Main shall provide two (2) handicap parking spaces in the 222 Parking Structure forthe use of Library employees and patrons. 2.2 Standard Spaces. 222 Main shall provide (a) ten (10) key cards or similar parking passes to allow Library employees to access the 222 Reserved Spaces (as defined below) and the other parking spaces on the ground level of the 222 Parking Structure daily, two (2) hours prior and two (2) hours after the opening and closing times of the Library, as determined from time to time by the Library (the "Library Employee Hours"), but with access for two (2) Library employees to be extended through to midnight regardless, and (b) seven (7) reserved parking spaces on the ground level of the 222 Parking Structure (the "222 Reserved Spaces") for the exclusive use of Library employees during the Library Employee Hours.. 3. Additional Permanent Parking. Commencing on the 222 TCO Date, 222 Main shall make arrangements for twenty-eight (28) parking spaces (the "Additional Offsite Parking Spaces") to be used by Library patrons at any given time during the Library's hours of operation Main shall both: (a) provide valet parking and; (b) purchase validations on a monthly basis for daily use by Library patrons who choose to SMRH: I I

57 self-park their vehicles at a parking facility chosen by the Library at their sole discretion (the "Preferred Offsite Parking Facility") to ensure that twenty-eight (28) parking spaces are continuously available for use by the Library patrons at any given time during the Library's hours of operation, including a grace period of thirty (30) minutes before the Library opens and thirty (30) minutes after the Library closes (the "Library Patron Hours"). 3.2 Valet Parking. The valet parking provided pursuant to Section 3 above shall allow the Library patrons to retrieve their cars with a no longer than ten (10) minute wait time. The valet parking attendant shall be located no further than twenty (20) feet from the front entrance of the Library. During Library special events and other occasions that attract more than ten (10) attendees at one time, 222 Main will provide more than one valet parking attendant. 3.3 Way-Finding Signage. Within twenty (20) business days following the 222 TCO Date, 222 Main shall install, at 222 Main's expense, directional signage (the "Way-Finding Signage") that directs Library patrons to the location of the Preferred Offsite Parking Facility(ies) or other offsite parking facility where the Additional Offsite Parking Spaces are located. The Way-Finding Signage shall be installed in locations in a sufficient amount to easily direct Library patrons, to the satisfaction of the Library Department. Prior to the 222 TCO Date, the Library Department shall reasonably determine the type, size, dimensions and general text of the Way-Finding Signage and convey that information to 222 Main. 222 Main shall update and re-install, if necessary, any Way-Finding Signage at 222 Main's expense should the location of the Preferred Offsite Parking Facility or other offsite parking facilities change. 4. Future Alternative Parking Anangement. The City agrees that it will use its commercially reasonable best efforts to find a permanent alternative to the Additional Offsite Spaces described in Section 3 above. 5. Early Termination. City may terminate this Agreement for any reason upon thirty (30) days written notice to 222 Main. 6. Excusable Delays. In the event that performance on the part of any Party is delayed or suspended as a result of circumstances beyond the reasonable control and without the fault and negligence of said party, none of the parties shall incur any liability to the other parties as a result of such delay or suspension. Circumstances deemed to be beyond the control of the parties hereunder include, but are not limited to, the following: acts of God or of the public enemy; insurrection; acts of the federal government or any unit of State or local government in either sovereign or contractual capacity; fires; floods; earthquakes; epidemics; quarantine restrictions; strikes; freight embargoes or delays in SMRH:

58 transportation, to the extent that they are not caused by the Party's willful or negligent acts or omissions, and to the extent that they are beyond the Party's reasonable control. 7. Library Closures. Should the Library, for any reason, cease operations for any length of time, this Agreement shall only be suspended during the length of any such shut down and shall fully commence whenever the Library commences operations again. 8. Amendment. This Agreement shall not be modified or amended except by an instrument in writing duly executed by all of the Parties. 9. Recordation. This Agreement shall be recorded with the Registrar- Recorder of the County of Los Angeles within ten (10) days following its execution by all Parties. 10. Enforcement. This Agreement may be enforced by any of the Parties. Enforcement of this Agreement may be by any proceeding in law or in equity against any person or persons or entity or entities violating or attempting to violate any of the provisions of this Agreement, and may seek to enjoin or prevent them from doing. so, to cause any violation to be remedied and/or recover damages for any violation. The rights, powers, privileges and remedies of the Parties provided herein are cumulative and not exclusive of any right, power, privilege or remedy provided by law or in equity. 11. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be personally delivered by courier or overnight delivery service or mailed, certified or registered mail, return receipt requested, to the Parties at the following addresses: If to City: City of Los Angeles 200 N. Spring Street, Room Los Angeles, California Attn: -~~---- Fax No.: (213) with a copy to: Office of the City Attorney Real Property/Environmental Division City Hall East, Rm North Main Street Los Angeles, California Fax No.: (213) SMRH:

59 If to Library Department: Los Angeles Public Library Business Office 630 W. 5th Street, 4 1 b Floor, Los Angeles, California Attn: Business Manager Fax No.: (213) with a copy to: Los Angeles Public Library 630 W. 5th Street Los Angeles, California Attn: City Librarian FaxNo.: (213) If to 222 Main: 222 Main Investors LP c/o Holland Partner Group 1111 Main Street, Suite 700 Vancouver, Washington Attn: Mr. Thomas D. Warren Fax No.: (360) with a copy to: Sheppard, Mullin, Richter & Hampton LLP 333 S. Hope Street, 43rd Floor Los Angeles, California Attn: Jack H. Rubens, Esq. Fax No.: (213) Personally and courier.delivered notices shall be deemed given upon actual personal delivery to designated address of the intended recipient. Mailed notices shall be deemed given upon the date of actual receipt as evidenced by the return receipt. Notices may also be sent by facsimile, which shall be deemed delivered on actual receipt (except if a facsimile is sent on a non-business day or after 5:00p.m. on a business day, in which case the facsimile shall be deemed delivered on the next business day), and written confirmation generated by the sender's equipment shall be prima facie evidence of delivery. Any address for notice may be changed from time to time by written notice to the other Parties. 12. Waivers. No provision herein may be waived unless in writing and signed by the Party or Parties whose rights are thereby waived. No waiver by a Party of any one SMRH:

60 provision in this Agreement shall be deemed a waiver of any other provision herein at the same or any other time. Any delay in providing any Party with any notice of a breach or default of this Agreement shall not constitute a waiver of any such breach or default. 13. Severability. The provisions of this Agreement are contractual, and not mere recitals, and shall be considered severable, so that if any provision or part of this Agreement shall at any time be held invalid, illegal or unenforceable, that provision or part thereof shall remain in force and effect to the extent allowed by law, and all other provisions of this Agreement shall remain in full force and effect, and be enforceable; provided, however, that the foregoing shall not apply if the invalid, illegal or unenforceable provision provided a material portion of the consideration to a Party with respect to its entry into this Agreement. 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. 15. Execution in Counterpart. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to be one and the same document. 16. Recitals in Caption. The recitals in the captions of the paragraphs and subparagraphs of this Agreement are for convenience and reference only; the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. 17. No Presumption re Drafter. The Parties acknowledge and agree that the provisions of this Agreement have been negotiated and discussed between the Parties and their attorneys, and this Agreement reflect their mutual agreement regarding the same. Because of the nature of such negotiations and discussions, it would be inappropriate to deem any party to be the drafter of this Agreement, and therefore no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter shall be applicable in interpreting or enforcing this Agreement. 18. No Partnership or Other Special Relationship. Nothing in this Agreement is intended to or does establish the Parties as partners, joint venturers, or principal and agent with one another. 19 Exhibits. All Exhibits attached hereto are incorporated herein by this reference and made a part of this Agreement. 20. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California, except for its choice oflaw provisions. Jurisdiction and venue is proper only in a state or federal court located in Los Angeles County, California. SMRH:

61 21. Current Los Angeles City Business Tax Registration Certificate Required. If applicable, 222 Main represents that it has obtained and presently holdsthebusiness Tax Registration Certificatc(s) required by the City's Business Tax Ordinance, Section et seq. of the Los Angeles Municipal Code. For the term covered by this Agreement, 222 Main shall maintain, or obtain as necessary, all such Certificates required of it under the Business Tax Ordinance, and shall not allow any such Certificate to be revoked or suspended. 22. Non-Discrimination In Employment. 222 Main agrees and obligates itself in the performance of this Agreement not to discriminate against any employee or applicant for employment because of the employee's or applicant's race, religion, national origin, ancestry, sex, sexual orientation, age, physical handicap, marital status, domestic partner status, or medical condition. 23. Slavery Disclosure Ordinance. This Agreement is subject to the applicable provisions of the Slavery Disclosure Ordinance. ("SDO") (Section 10.41, et seq, of the Los Angeles Administrative Code. Unless otherwise exempt in accordance with the provision of this Ordinance, 222 Main certifies that it has complied with the applicable provisions of the Ordinance. SMRH:

62 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. "City": CITY OF LOS ANGELES, a municipal corporation, acting by and through its Board of Library Commissioners By Date: President APPROVED AS TO FORM: MICHAEL N. FEUER, City Attorney By Date: Deputy City Attorney ATTEST: HOLLY L. WOLCOTT, City Clerk By Deputy SMRH:

63 "222Main": 222 MAIN STREET INVESTORS LP, a Delaware limited partnership By: HPG 222 Main Street GP, L.P, a Delaware limited partnership, its general partner By: Holland Partner Group Management, Inc., a Delaware corporation, its general partner By (Print Name and Title) SMRH:

64 EXHIBIT "A" LEGAL DESCRIPTION OF LIBRARY PROPERTY All that certain real property located in the City of Los Angeles, County of Los Angeles. State of California, more particularly described as follows: SMRH: A-1

65 EXHIBIT"B" LEGAL DESCRIPTION OF 222 PROPERTY All that certain real property located in the City of Los Angeles, County of Los Angeles. State of California, more particularly described as follows: SMRH: J.5 B-1

66 ATTACHMENT 8 MEMORANDUM OF UNDERSTANDING Little Tokyo Branch Library This Memorandum of Understanding (the "MOU") is entered into by and between the City of Los Angeles Library Department (the "Library") and Gilmore Associates (the "Developer'') regarding the development of a site (the "Property''} for the Little Tokyo Branch Library at the former Archdiocese headquarters property ("Vibiana Place"). (collectively "the Parties"). A. Responsibilities and Rig-hts of the Parties. 1. Developer shall provide a Development Master Plan for Vibiana Place that includes a site plan for the Little Tokyo Branch Library. 2. Deveioper shall provide a property description of the branch library site including its size and location. Developer shall provide a survey of the property. If a lot line adjustment is required, the adjustment is to be made by the City and recorded concurrently with the close of escrow. The Library property is approximately 20,000 square feet. The 20,000 square feet does not include parking required for the library and does not inclu,de the desigo and construction of any common areas for the Development 3. Developer will be responsible for all planning, desigo and construction work relevant to common areas and other areas adjoining the library. The Developer shall cooperate with the ' Library's architect in the desigo of such adjoining areas. 4. Developer agrees to include the Property in ari oveiall Phase I Environmental Site Assessment' for Vibiana Place. The Phase I Environmental Site assessm~nt will be completed before the clo~e of Escrow. Should a Phase II environmental clearance be requlred for the Property, Developer and Library shall work together to develop a mitigation plan, and Developer shall be responsible for implementing the mitigation measures on a schedule that ensures thai the libi-ary bullding permit will not be delayed.. The scope of Phase II work shall be approved by the Library before the commencement of the work. Library agre~s to reimburse Developer for costs associated.wi. Phase II work that pertains to. the Property. Library shall have no financial responsibility for Phase I or Phase II work at Vibiana Place that does not pertsin to the Property. 5. The purchase price of the 20,000 square feet is $2 million. The City will own all air and underground rights. However, Developer shalll:iaye the right of first refusal to purcha.se the property's air rights should the Library, at a future date, consider the sale of such air rights. 6, Escrow shall close by Octo be: 15, The Property shall not share utilities with any other project elements at Vibiana Place. There shall be no easement through the footprint of the library building. Easement will be permitted qutside the library. building on library property and co~on areas. 8. The Library will desigo and build a 12,500 square foot library facility on its property. The Library will' select its architect. The Library will coordinate the library design with the Developer in such a way that it is compatible with the Master Plan for Vibiana Place. The Developer may review and provide comments on the library design. Page 1 ofj

67 9. The Library in conjunction with the Los Angeles Department of Public Works will manage the construction of the Little Tokyo Branch library. The Department of Public Works shall have the right to proceed with such construction independently of other project elements at Vibiana. Place. However, the Department of Public Works shall coordinate its construction schedule with the Developer to facilitate and expedite, to the extent possible, the overall development of Vibiana Place The Developer shall demolish any structures solely or partially on library property before the start of construction. The Library will reimburse the Developer for the demolition of structures on the library property. If the structures are only partially on the Library property, the Library will reimburse the Developer the pro rated amount for the portion of the structure on Library property.!1. The Library understands that the Developer will enter into an agreement with the City of Los Angeles to construct a parking structure on.the.property ofvibiana Place or adjacent property.. with a capacity of approximately 1,250 spaces for cars. The Library further understands that this structure will include 40 spaces for library use. A separate agreement between the Library I and the City will become part of this agreement. 12. In order to construct the 12,500 square foot library branch building on its 20,000 square foot property, the Library anticipates that approximately 5,000 square feet of additional space will.. be needed during construction for use as temporary storage for materials and equipment, operations and staging areas (the "Staging Area"). The portion of the Property adjacent to the footprint (the "Adjacent Area") will provide at least 5,000 square feet of space, wlii.ch ib.e Library will be permitted to use as the Staging Area (and Developer will grant such temporary easements and rights of way over the Develop.,r's property as may be necessary for the use of the Staging Area). However, the parties recognize that the configuration of the Adjacent Area might not. be suitable for an efficient and effective Staging Area. lf such.is the case, the Library will use whatever portion of the Adjacent Area that is useable for part of the Staging Area, and' the Developer will lease land across Los Angeles Street from the Librarys construction area (or such other land as is reasonably convenient for the purpose and which the parties agree upon) to be used as the balance of the Staging Area. The Developer will provide 25.parldng spaces for the Library at Vibiana Place or adjacent properties for the length of time' the parldng structure is in construction if said structure is not completed. at the time the Library building is completed. The cost of such temporary parldng shall be bome by the Developer. 13. A Memorandum of Understanding was approved by Los Angeles City Council for the City of Los Angeles to consb,uct a 1,300 space parldng facility (the "Parldng Facility") on the Vibiana Place site. The Library will use Bond funds for forty (40),parldng spaces in the Parldng Facility for permanent branch library parldng. If the City does not con.struct the Parking Facility on the site, the Developer will constru~t the Parldng Facility and will incorporate forty ( 40) parldng spaces for the use of the branchlibrary, in which event the Library will reimburse the Developer for its proportional share of the costs of constructing the Pro:ldng Facility The Library will begin design as soon as the Agreement is executed. Page 2 of3

68 B. Execution ofdefinitiye Agreements. 1. Sub;equ~nt to the execution of this MOU, the Library and Developer'~hall execute purchase and sale documents and all oilier documents required to implement the transaction ("Definitive Agreements"). JN WITNESS THEREOF, the Parties have caused this MOU to be duly executed by the respective authorized officers as of the Effective Date. GIL "Developer" By: _J:.::::: :~2,& f.:.~;.'c======-- Title :14 dt.j on' z..,. d.:;::;'! Yl crto 1) Date )1\UAJ.2. 7, ~ Q 0 /.. Executed for Library Department AJ?proved as to form and legality Page 3 of3

69 -''.,.. '... 1, '.'.,,'. "',... ;. '...

70 Ill ~~=& ~3:;.. "..i :.. -. UBRARY 12,500 sf PARKING 1,300 sla!ls HOUSING 300 unils R5STAURANT!RETAI~. Vibiana Place Housing Complex Massing Diagram Oto"""'o Itt S\.USI-WI UII!WlllESlGN.

71 Proposed garden 4,470 s.t. Proposed library footprint 12.55o s.f. -. Site: 20,000 s.f. Site dimensions rounded ~P or dovm to the nearest 1/2 foqt I I

72 AGENDA BOARD OF LIBRARY COMMISSIONERS CITY OF LOS ANGELES *** SPECIAL MEETING*** THURSDAY, JANUARY 22, 2015 CENTRAL LIBRARY BOARD ROOM, 4TH FLOOR 630 W. 5TH STREET LOS ANGELES, CA TIME: 11:05 A.M. (OR AS SOON THEREAFTER) AGENDA: In compliance with Government Code Section , you may view the agenda and all available documents related to the items at the Central Library's Information Desk or via the Internet at RULES OF DECORUM: Persons addressing the Commission shall not make impertinent, slanderous or profane remarks to the Commission, any member of the Commission, staff or general public, nor utter loud, threatening, personal or abusive language, nor engage in any other disorderly conduct that disrupts or disturbs the orderly conduct of any Commission Meeting and prevents the Commission from carrying out its public business. At the discretion of the Commission President or upon a majority vote of the Commission, the Commission President may order removed from the Commission meeting place any person who fails to observe the rules of decorum. Any person who has been ordered removed from a meeting may be charged with a violation of Penal Code Section 403. or other appropriate Penal Code or Los Angeles Municipal Code sections. 1. ROLL CALL 2. CITY LIBRARIAN'S REPORTS BOARD DISCUSSION a. RECOMMENDED APPROVAL OF ASSIGNMENT OF TIEBACK AGREEMENT BETWEEN THE CITY OF LOS ANGELES, 222 MAIN STREET INVESTORS, LP, AND OLD CHURCH, LLC FOR THE PROPOSED DEVELOPMENT ADJACENT TO THE LITTLE TOKYO BRANCH LIBRARY (EXHIBIT "A") 3. ADJOURNMENT FINALIZATION OF BOARD ACTIONS- CHARTER SECTION 245~1n accordance with Charter Section 245. actions of the Board of Library Commissioners shall become final at the expiration of the next five (5) meeting days of the City Council during which the Council has convened in regular session. Title II of the American with Disabilities Act: The City of Los Angeles does not discriminate on the basis of disability and upon request will provide reasonable accommodations to ensure equal access to its programs. services. and activities. To ensure availability, you are advised to make your request at least 72 hours prior to the meeting/event you wish to attend. For additional information, please contact the Board Office at (213) POST 1/21/2015 FOR INFORMATION CONTACT: LIBRARY COMMISSION OFFICE (213)

73 LOS ANGELES PUBLIC LIBRARY BOARD REPORT EXHIBIT "A" January 22, 2015 TO: Board of Library Commissioners FROM: John F. Szabo, City Librarian }-:;, SUBJECT: ASSIGNMENT OF TIEBACK AGREEMENT LITTLE TOKYO BRANCH LIBRARY RECOMMENDATIONS: THAT the Board of Library Commissioners approve the following resolutions: RESOLVED, That the Board of Library Commissioners (Board) approve the attached Assignment, Assumption and Amendment Agreement (Exhibit A) between the City of Los Angeles, 222 Main Street Investors, LP, a Delaware limited partnership, and Old Church, LLC, A California Limited Liability Company, for the assignment of interest relative to proposed development adjacent to the Little Tokyo Branch Library; and FURTHER RESOLVED, That the City Attorney and City Librarian be authorized to make technical changes to the Agreement prior to execution. FINDINGS: 1. The Little Tokyo Branch Library, a 12,500-square-foot facility, is located at 203 S. Los Angeles Street, adjacent to the Vibiana Property. The Vibiana Property, previously owned by Old Church, LLC, is now owned by 222 Main Street Investors LP. The Little Tokyo Library was constructed under the provisions of the 1998 Library Bond Issuance and opened to the public on September 8, Main Street Investors plans to build a multi-story residential and commercial structure adjacent to the library which includes a garage. On Dec. 4, 2014, the Board approved a new parking agreement between 222 Main Street Investors and the library regarding parking arrangements for the public and staff. 2. On February 7, 2009, the City had entered into a Tieback and Shoring Agreement Re City Owned Property which provided for tieback and shoring work from the Vibiana Property to extend into the adjacent City-owned real property, The tieback agreement was developed by staff from the Office of the City Engineer and City Attorney. The construction of the parking structure, residential and commercial improvements by the developer may require excavation, underpinning, shoring, bracing and installation of tiebacks (i.e. anchors). The use of tiebacks requires special temporary licenses that must be obtained from the City. The licenses are subject to the terms and conditions of this Agreement. All drawings, calculations, and designs relating to work performed pursuant to this Agreement must be signed by a licensed California Civil or Structural Engineer, must comply with all applicable laws, the Los Angeles City Building Code and must be approved by the City.

74 3. This assignment agreement will transfer and assign to 222 Main Street Investors (hereinafter "222 Main"), LP, all of Old Church's right, title and interest in the Agreement. 222 Main will assume all obligations of Old Church, LLC, under the Agreement. 4. The agreement is being reviewed by City Attorney as to form. Prepared by: Reviewed by: Eloisa Sarao, Assistant Business Manager Kris Morita, Assistant General Manager Attachments

75 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Sheppard, Mullin, Richter & Hampton LLP 333 S. Hope Street, 43rd Floor Los Angeles, California Attn: Jack H. Rubens, Esq. (Above Space For Recorder~ Use Only) Assignment, Assumption and Amendment Agreement By: And: And: Dated: Old Church, LLC, a California limited liability company 222 Main Street Investors LP, a Delaware limited partnership City of Los Angeles, a municipal corporation August, Assignor" "Assignee 11 11Citv 11 Background A. Assignor previously owned certain real property located in Los Angeles, California, and legally described on Exhibit A attached hereto (the "Vibiana Property"). B. Title to the Vibiana Property was conveyed to Assignee by Grant Deed recorded in the Official Records of Los Angeles County, California on May 21, 2014 as Instrument No C. During Assignor's ownership of the Vibiana Property, Assignor and the City entered into that certain Tieback and Shoring Agreement Re City Owned Property dated February 27, 2009 and attached hereto as Exhibit B (the "Agreement"), which provided for, among other things, tieback and shoring work from the Vibiana Property to extend into the adjacent City-owned real property (defined in the Agreement and herein as the "City Property"). D. Under this Assignment, Assumption and Amendment Agreement (this "Assignment"), Assignor desires to assign its interest in the Agreement to Assignee, Assignee desires to assume all obligations of Assignor under the Agreement, and the City desires to approve such assignment. Additionally, the parties desire to amend the Agreement to (i) revise the legal description of the Vibiana Property, (ii) revise the exhibit depicting the location of the Tieback Area (as defined in the Agreement), and (iii) update the description of the project to be constructed on the Vibiana Property. SMRH,

76 Agreement I. Assignment. Assignor hereby transfers and assigns to Assignee all of Assignor's right, title and interest in the Agreement. 2. Acceptance and Assumption. Assignee hereby accepts the assignment of the Agreement and agrees to assume and perform all of the rights and obligations of Assignor under the Agreement. 3. Approval. The City hereby approves the assignment and assumption set forth in Sections 1 and l hereof. 4. Legal Description Amendment. Exhibit B of the Agreement is hereby deleted in its entirety and replaced with the legal description of the Vibiana Property attached hereto as Exhibit A. 5. Tieback Area Amendment. Exhibit C of the Agreement, which depicts the Tieback Area, is hereby deleted in its entirety and replaced with the depiction of the Tieback Area attached hereto as Exhibit C. 6. Project Description Amendment. The description of the Parking Structure in Recital B of the Agreement is hereby amended to change "approximately five (5) level underground parking structure" to "approximately three (3) level underground parking structure." 7. Review and Aoproval Amendment: Section 2 of the Agreement is hereby amended to also require the Assignee, or its duly authorized representative, to meet with the City's Bureau of Engineering Survey Division prior to any property layout work to confirm the boundary of excavation activities on the Vibiana Property. 8. Entire Agreement. This Assignment constitutes the entire agreement of Assignor, Assignee and the City with respect to the subject matter hereof. No provision of this Assignment may be modified or waived unless such modification or waiver is set forth in a subsequent written agreement executed by Assignor, Assignee and the City. 9. Execution in Counterparts. This Assignment may be executed in counterparts which, taken together, shall form but one and the same contract. 10. Successors and Assigns. This Assignment is binding upon, and shall inure to the benefit of, Assignor, Assignee, the City and their respective heirs, legal representatives, successors and assigns. 11. Recordation. Assignee shall record the Agreement and this Assignment in the Official Records of Los Angeles County following the execution hereof. [Two Signature Pages Followj SMRH:

77 IN WITNESS WHEREOF, this Assignment, Assumption and Amendment Agreement bas been made and executed as of the date first above written. ASSIGNOR: Old Church, LLC, a Califomia limited liability company By: Name: Title: ASSIGNEE: 222 Main Street Investors LP, a Delaware limited partnership By: HPG 222 Main Street GP, L.P., a Delaware limited partnership, its General Partner By: Holland Partner Group Management, Inc., a Delaware corporation, its General Partner By: Name: Title: SMRH:43ll30!

78 CITY: City of Los Angeles, a municipal corporation By: Name: Title: By: Name: Title: APPROVED AS TO FORM: MICHAEL N. FEUER, City Attorney By ~----- Deputy City Attorney Date: ATTEST: HOLLY L. WOLCOTT, City Clerk By -----~ Deputy Date:. SMRH:431!30!57.6-4

79 EXHIBIT A LEGAL DESCRIPTION OF VIBIANA PROPERTY PARCEL 1: APN: (PORTION) LOTS "A" AND "B" OF TRACT NO. 4874, IN THE CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 115, PAGE 89 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBONS AND OTHER MINERALS IN AND TO SAID REAL PROPERTY IN WHICH GRANTOR PRESENTLY OWNS OR MAY OBTAIN AS INTEREST, TOGETHER WITH THE RIGHT AS HEREINAFTER LIMITED TO DRILL, REDRILL, DEEPEN, COMPLETE AND MAINTAIN WELLS HOLES UNDER, THROUGH AND BEYOND, AND TO DRILL FOR, PRODUCE, EXTRACT, TAKE AND REMOVE OIL, GAS AND OTHER HYDROCARBON SUBSTANCES (AND WATER NECESSARY THEREFOR) AND OTHER MINERALS FROM AND THROUGH SAID REAL PROPERTY, TOGETHER WITH RIGHTS OF WAY AND EASEMENTS FOR ANY AND ALL OF THE ABOVE MENTIONED PURPOSES, BUT WITH NO RIGHT OF ENTRY UPON OR THROUGH SAID REAL PROPERTY, EXCEPT BENEATH A DEPTH OF 200 FEET BELOW THE PRESENT SURFACE OF SAID REAL PROPERTY, AS RESERVED BY THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, A CORPORATION SOLE, BY DEED RECORDED JANUARY 28, I971, AS INSTRUMENT NO PARCEL 2: APN: (PORTION) THAT PORTION OF THE CITY LANDS OF LOS ANGELES, IN THE CITY OF LOS ANGELES, AS PER MAP RECORDED IN BOOK 2, PAGES 504 AND 505 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, WITHIN THE BOUNDARY LINES OF THE LAND DESCRIBED IN THE DEED RECORDED APRIL 17, 1972, AS INSTRUMENT NO. 658, IN SAID RECORDER'S OFFICE, LYING NORTHEASTERLY OF THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF LOT "B" OF TRACT NO. 4874, IN SAID CITY, COUNTY AND STATE, AS PER MAP RECORDED IN BOOK 115, PAGE 89 OF MAPS, IN SAID COUNTY RECORDER'S OFFICE. PARCEL 3: APN: {PORTION) A LOT OF LAND IN THE CITY OF LOS ANGELES, FRONTING ON THE EAST SIDE OF MAIN STREET BETWEEN SECOND AND THIRD STREETS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST SIDE OF MAIN STREET ABOUT 165 FEET SOUTHERLY FROM THE SOUTH LINE OF SECOND STREET, SAID POINT BEING AT SMRH: A-1

80 THE SOUTHWEST CORNER OF THE ROMAN CATHOLIC CATHEDRAL LOT; THENCE SOUTH 53' EAST ALONG THE SOUTHERLY LINE OF SAID CATHEDRAL LOT FEET TO THE NORTHEAST CORNER OF WHAT WAS FORMERLY KNOWN AS THE COHN HOMESTEAD; THENCE SOUTH 37' WEST 46 FEET TO THE SOUTHEAST CORNER OF SAME; THENCE NORTH 53' WEST 176 1/2 FEET TO THE EASTERLY LINE OF MAIN STREET; AND THENCE ALONG SAID LINE NORTH 38' EAST 46 FEET TO THE POINT OF BEGINNING. PARCEL 4: APN: (PORTION) THAT CERTAIN PARCEL OF LAND, IN THE CITY OF LOS ANGELES, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF MAIN STREET AT THE MOST WESTERLY CORNER OF THE LAND CONVEYED TO ODD FELLOWS HALL ASSOCIATION, BY DEED RECORDED IN BOOK 896, PAGE 186 OF DEEDS, SAID POINT BEING DISTANT 2ll.11 FEET SOUTHWESTERLY ALONG THE EASTERLY LINE OF MAIN STREET FROM THE SOUTHERLY LINE OF SECOND STREET; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF THE LAND SO CONVEYED TO SAID ODD FELLOWS HALL ASSOCIATION, FEET TO THE WESTERLY LINE OF THE ALLEY AS CONDEMNED IN SUPERIOR COURT IN CASE NO BY THE CfrY OF LOS ANGELES; THENCE SOUTHWESTERLY AND ALONG SAID WESTERLY LINE OF SAID ALLEY FEET, MORE OR LESS, TO THE NORTHERLY LINE OF THE LAND CONVEYED TO EDWARD A. HOFFMAN, BY DEED RECORDED IN BOOK 1106, PAGE 172 OF DEEDS; THENCE NORTHWESTERLY ALONG SAID NORTHERLY LINE OF SAID HOFFMAN LAND, 168.Gl FEET TO THE EASTERLY LINE OF MAIN STREET; THENCE NORTHEASTERLY FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 5: APN: (PORTION) THAT CERTAIN PARCEL OF LAND, IN THE CITY OF LOS ANGELES, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF MAIN STREET, DISTANT FEET SOUTHERLY FROM THE INTERSECTION OF SAID LINE OF MAIN STREET WITH SOUTHERLY LINE OF SECOND STREET; THENCE ALONG SAID LINE OF MAIN STREET, SOUTH 34' 31' WEST FEET; THENCE SOUTH 55' 39' EAST FEET; THENCE NORTH 33' 30' EAST FEET AND THENCE BY A STRAIGHT LINE TO THE POINT OF BEGINNING. EXCEPT A STRIP 8 I/4INCHES WIDE OFF THE SOUTHERLY SIDE THEREOF. EXCEPTING THEREFROM FROM PARCELS I, 2, 3, 4 AND 5 ABOVE, ALL OIL, GAS, WATER, AND MINERALS RIGI-!TS NOW VESTED IN THE CITY OF LOS ANGELES WITHOUT, HOWEVER, THE RIGHT TO USE THE SURFACE OF SAID LAND OR ANY PORTION THEREOF TO A DEPTH OF 500 FEET BELOW THE SURFACE, FOR THE EXTRACTION OF SUCH OIL, GAS, WATER AND MINERALS, AS RESERVED AND EXCEPTED BY THE CITY OF LOS ANGELES, A MUNICIPAL CORPORATION, IN DEED RECORDED SEPTEMBER 07, 2004, AS INSTRUMENT NO OF OFFICIAL RECORDS. SMIUIA A-2