HomeMy WebLinkAboutTHE SIGNAL COMPANIES, INC - 1970-01-19 Ui
76331/004
I STREET DEDICATION .AND IMPROVEMENT AGRFEMENT
2 THIS AGREEMENT, made this I?e4 day of 7c_t�, a , 1970,
3 by and between CITY cF HUNYTINGTON BEACH, a municipal corporation,
4 refer-red to I,_ reafter as "City", and THE SIGNAL COMPANIES, INC. ,
5 fGrmerly R-nown a- SIGNAL OIL AND GAS COMrANY, a corporation,
6 referred to hereinafter as "Signal", is made with reference to
7 the following facts:
$ R E C I T A L S
9 A. Ne-;land Lease
10 Signal is the lessee of certain real property, consisting
11 of approximately 478 acres and located in the 0,ty, -referred to
12 hereafter as the "Newland Property", under a written lease dated
13 July 1, 1959, recorded on October 8, 1959, in Book 4917, page 470,
14 et seq . , Official Records of Orange Counry, California, and re-
15 recorded on October 28, 1.969, in Book 4945, page 307, et sect. ,
16 Official Records of Orange County, California. Said lease Lhere-
1.7 after was amended by an amendment dated Octcober 30, 1959, recorded
18 on December 16, 1959, in Book 5018, page 132, et seq. , Official
19 Records of Orange County, and an amendment dated April 5, 1963,
20 recorded on July 3, 1963, in Book 6617, page 970, et seq. , and
21 re-recorded August 20, 1963, in Book 6684, page 84, et seq. ,
22 Official Records of Orange County, Ualifornia.
23 The lessors under said lease, and their successors in
24 interest, collectively referred to hereafter as the "Newlands'",
25 were and are fee owners of the Newland Property.
26 The term of said lease, hereinafter referred to as the
27 "Newland Lease", commenced on July 1, 1959, and continues for a
28 term of fift, (50) years, with an unconditional option of Signal
29 to renew said lease for an additional term of forty-nine (49)
30I' years
31 ' The Newland Lease further grants to Signal the uncondi-
32I tional, option to pu<ch;;Ge the Newland Property, in fee, exercisabl '
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1 at the end of the initial forty (40) years of such term of said
21 lease or at other stated times set forth therein. Under the
3 terms of the Newland Lease, Signal has the right to exclusive
4 possessi.on of the surface and subsurface of the property, and the
5 right to use such property for "any and all lawful purposes".
6 B. Signal-Landmark Lease
7 Land.mark. Estates, Inc. , a corporation, hereinafter referred
8 to as "Landmark", is the lessee of certain real property consist-
9I ing of approximately 277 2cx s, under a written "Ground Lease"
10 wita Signal as les�cic, dated September 30, 1969, a memorandum of
11 which was recorded on December 12, 1969, in Book 9162, page 920
12 et se Official Records of the Count• of Orange, California.
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131 Said Ground Lease, as amended, hereinafter will be referred to
14; as the "Signe.1-Landmark Lease", and the real property which is the.
15 � subject of said Signal-Landmark Lease hereinafter will be referred
16 . to as the "Signal-Landmark Property". The Signal-Landmark
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17� Property consists of a portion of the Newland property.
18 The term of the Signal-Landmark Lease is for approximately
19 eighty three (83) years, commencing on September 30, 1969. Said
20 ) Signal-Landmark Lease also is a purchase agreement, and uncondi-
21 tionally requires Landmark to purchase rhose portions of the
22 Signal-Landmark Property which have been. "placed under develop-
23 meat", which is defined in such Lease as the preparation by
24 Landmark of a tentative subdivision map or maps for portions of
26 the Signal-Landmark Property, wich notice to and approval by
26 Signal. The Si.gnai.•-Landmark Lease was made expressly for the
27 purpose of subdividing and developing the Signal-Landmark Property
28 by Landmark, and gives Landmark all of the rights of Signal.
29 necessary to do so, as more specifically set forth in said Lease.
30 approximately 200 acres of the Newland Property is not included
31 within the Signal-Landmark sublease. Signal proposes to develop
321 this portion of the Newland property by itself or in cooperation
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I with other developers other than Landmark. This agreement deals
2 with street dedications and improvements in that area or the
3 Newland Property not subleased to Landmark.
4 C. Subdivision and Development of Newland Property
5 Signal desires to develop the Newland Property for resi
6 dential, commercial and other uses in the most expeditious manner
7 consistent with the requirements of the City. The City also
8 desires to cooperate with Signal in order to rut presently unused
9 land into desirable and productive use by providing additional
10 desirable residential and commercial facilities, and increased
11 tax and subvention revenues for the City. Such subdivision and
12 development would serve the best interests of both the City and
1.3 Signal.
141 The present dedication and provisions for improvement of
1 , streets under this agreement are necessary to permit such sub-
16 division and development of the Newland Property. The present
17 dedication of such streets prior to such subdivision and develop
18 meet also would serve the best interests of the City.
19 D. Funded Irrevocable Trust To Prevent Default In_
Newland Lease And To Guarantee Exercise Of
20 Option 10 Purchase Such Property
21 Signal entered into a written trust agreement with iii
22 Insurance and Trust Company, a corporation, referred to herein-
231 after as the "Trustee", dated February 4, 1966, a copy of which
24 is attached hereto as Exhibit "A".
25 Said Trust Agreement has been amended on September 30, 1969
26 A copy of said amendment is attached heretG as Exhibit "B". The
27 purpose of this amendment was to substitute Landmark in said tr st
28 agreement in the place and stead of Deane Properties Co. , a
29 corporation, formerly known as Deane Brothers. Deane Properties
30 Co. is a former lessee of Signal as to certain of the Newland
31 Property herein. Deane Properties Co. has quitclaimed all right,
32 title and interest in said premises to Signal.
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1 Under the Trust Agreement as amended Signal assigned,
2 transferred and conveyed to the Trustee, in trust, for the benefit
3 of the City, among others, all of its rights, privileges and
4 options to purchase the Newland Property. All of such rights,
5 privileges and options are required to be exercised at the earliest
g possible dates. The Trustee has been given the further power and
7 duty to cure any and all defaults or breaches o4 Signal under the
8 terms of the leases of such property.
g The Trustee has been given the further power and duty, at
10 such time as it acquires the underlying fee interest in the
11 Newland Property, to dedicate or confirm the dedication of ease-
12 ments for public use any and all portions of such property then
13 shown as public streets on any final tract map recorded by Signal
14 or its sublessees or assigns or successors in interest, and any
15 and all portions of said property which Signal then has agreed to
16 dedicate for other public use.
17 Such trust has been funded as provided for in the trust
18 agreement to guarantee the faithful performance of all of such
19 duties ,
20 E. Qrange County Superior Court Case No. 152602
211 Notwithstanding the previously stated provisions of the
22 Newland Lease and such trust, the Newlands refused to execute a y
23 certificate consenting to the preparation and recordation of a
24 final tracz map for the subdivision of any portion of the Newland '
25 Property, required by Business & Professions Code Section 11589,
26 and the certificate required by Business & Professions Code
} 27 Section 11590, offering : ertain parcels within such subdivision
28 for dedication for public street purposes. The Newlands refused
291 to execute such certificates even though the proposed dedication
30 of such parcels for public street purposes did not in any way
31 purport to dedicate the present interest of the Newlands in such
32 parcels.
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1 As a result, Signal, Deane Properties Co. and the Trustee
2 of the above referenced trust brought a civil action against the
3 Newlands in the Superior Court of Orange County, California,
4 (No. 152602) seeking declaratory relief, injunctive relief.
5 specific performance and damages, by which to compel the Newlands
6 to sign such certificates
7 F. Settlement Agreements
8 On November 27, 1967, Signal and the Trustee, Title
9 Insurance and Trust Company, executed an agreement with the
10 Newland,, which provided for the settlement of such case without
11 the necessity of trial.
12 By said agreement the term "any and all lawful purposes",
13 as used in Section V, captioned "Use of Premises", and appearing
14 on line 9 of page 4 of the Newland Lease as amended, specifically
151was agreed to include, but not be limited to, "single or multi-
16. family residential subdivisions . " It was agreed further that
17 "Signal. and Company [Title Insurance and Trust Company, as Trustee]
18 or either or both of thera or their sublessees, successors or
19 : assigns, may make dedications of any or all of their interests in
20 all or any part of the Newland property from time to time to the
21 City of Huntington Beach or any and all public utilities or
22 corporations or public entities of any type or description, by
23 consent to subdivision maps, or otherwise, as Signal andl )r
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24 Company, or their sublessees, successors or assigns, in their sole
25 and exclusive discretion, may deem appropriate or necessary, from
26 time to time, in order. for Sig-al and/or Company or their sub-
271 lessees, successors or assigns, to develop or utilize the Newland
28 Property; provided, however, that the same do not in any manner
29 provide for or constitute an express cr implied dedication of
30 interest of the Newlands in the Newland property." (Section 2(d)
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31 page 8) z
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1 Said agreement further provided that the Newlands would
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2 execute any and all certificates and consents required by the
3 provisions of the Subdivision Map Act in the Business & Profession
4 Code of the State of California, and similar ordinances, rules
5 and regulations of the City of Huntington Beach or of any other
6 governmental body having jurisdiction over the Newland Property,
7 including but not limited to consents and certificates in the
8 .form attached hereto as Exhibit "C". (Paragraph 2(b) , pages 7-8)
9 It was specifically agreed, howe-er, that no such consent,
10 certificate or other application, document, letter, map or any
11 other instrument would be required of the Newlands Ly which
12 dedication would be made by the Newlands of all cr an-7 part of
13 their present or future interest in the Newland Property.
14 (Paragraph 2(c) , page 8)
151 Said agreement also provided for a dismissal without
16� prejudice of Orange County Superior. Court Case No. 152602; and
171 this case was dismissed without prejudice on December 20, 1967.
18 Although Deane Properties Co. , formerly Deane Brothers,
19 was not a party to such agreement, it was satisfied with the
20 terms of such agreement as they applied to the proposed subdivi-
21 ;ion and development of the Signal-Deane Property, and joined
22 with Signal and Title Insurance and Trust Company in requesting
23 dismissal without prejudice of such action. Signal and Deane
24 Properties Co. for that purpose entered into a separate settle-
25 ment agreement, dated November 20, 1967, by which Deane agreed
26 to be bound by the terms of such agreement between Signal, Title
27 Insurance and Trust Company and the Newlands, as they applied to
28 the proposed subdivision and development of the Signal-Deane
19 Property. Deane Properties Co. has quitclaimed all of its right,
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30 title and interest in the Newland Property to Signal.
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I ;I Thus, all of the parties now having any record title
2 � interest in the Newland Property have agreed that Signal and its
3�f sublessees, successors or assigns, have the right to subdivide
4 j and develop the Newland Property, and t, dedicate easements in,
5 i on and across their leasehold interests therein, and by means of
6 the previously described funded irrevocable Trust guaranteeing
7 against the default and forfeiture of the Newland Lease, and also
$ guaranteeing the ultimate acquisition of the full fee interest
9 ' in such easements, together with any present estate of the Trustee
10 in such easements, to provide the City of Huntington Beach with
III easements for public streets or other public uses in those areas
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of the Newland Property necessary to he dedicated for such public
13 uses .
1 14 G. Bordering
Medication Gf Easements For Public Streets BorderiOr Traversing The Newland Pro eeity
15 (;
16 The portions of Beach Boulevard, Adams Avenue, Newland
17 +f ;street and Yorktown Avenue within the City, which border or
18 traverse the Newland Property, are dedicated public streets, but
19 are neither dedicated nor improved to their ultimate right of way
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20 i as shown on the Master Plan of Arterial Streets and Highways of
21 the City. Said streets are defined as "Major Streets (Arterial)"
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22 in Section S.9911.6 of the Subdivision Ordinance provisions of
23 the Huntington Beach Municipal Code, and are necessary for use
24 F by the general public.
25 It is the purpose of this Agreement to provide for the
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dedication of said easements for said streets to their t- 'timate
27 � right of way, independently of any proposed subdivision of the
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28 }+ Newland Property, by the present dedication of easements in said
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undedicated portions of said streets , excepting therefrom the
30 underlying reversionary interest of the Newlands therein, and
31 by the present dedication of the future fee title to easements
32 therein, said title to become vested in the Trustee, at the
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1 time the option to purchase the Newland Property is exercised by
2 said Trustee, as provided in the Trust Agreement hereinabove
3 described.
4 This purpose and this agreement based thereon are not
5 prohibited by any statute, ordinance or other rule of law, and
61 specifically are not 9.n violation of any provision of the
7 Huntington Beach Municipal Code, as implementing the Subdivision
8 Map Act provisions of Business & Professions Code Section 11590.
9 The nature of the interests required to be dedicated under the
10 provisions of the Huntington Beach Municipal Code, as implement-
11 ing the Subdivision Map Act provisions of Business & Professions
12 Code Section 11590 may be leasehold interests, and need not be an
13 estate in fee simple absolute.
14 H. Power Of City To Acquire Dedicated _.blic Streets
Prior To Subdivision Or Izrirovement Of Property
15
16 The City has the power to -acquire easements for the estab-
171 lishment or widening of public streets in accordance with the
18 City Masrer Plan of Arterial Streets and Highways by requiring
19 the dedication of such easements as a condition to a subdivision,
20 division of land, conditional use permit, variance, building
21 permit or use of land. The City may also resolve with Developers
22 the question of the nature and extent of dedication of easements
23 for, public streets prior to and independent of any proposed
24 subdivision or development of the property. It is in the best
25 interests of the City and Signal to resolve such quostion.s and to
26 provide for the dedication of the necessary and presently needed
27 easements for public streets surrounding and traversing the
28 Newland Property at this time regardless of whether such property
29 thereafter is subdivided or develGped as proposed.
30 1. Proposed Dedication
31 The "Major Streets (Arterial)" easements ultimately
32 required or presently needed to be dedicated will be transferred
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1 to the City and dedicated to the public use pu;_suant to the
2 provisions of this agreement, immediately upon the execution of
3 this agreement by all parties . Such transfer and dedication of
4 the easements in, on and across the Newland Property within the
5 right of way of such streets as provided on the City Master Plan
6 of Arterial Streets and Highways include all portions of such
7 streets which would otherwise be required to be dedicated as a
8 condition to any proposed subdivision or development of the
9 Newland Property. However, such dedication will be made prior
10 to and independent of any subdivisions or development of the
11 Newland Property.
12 The nature of the interest in the easements for such
13 "Major Streets (Arterial)" proposed to be dedicated hereby is
14 (1) the full present leasehold interest of Signal, reserving and
15 excepting said interest in the underlying fee and mineral rights
16 below 100' , but without right of surface eut-ry, as more specifi-
17 tally described in the deed attached hereto (Exhibit "D") ;
18 (2) all beneficial interest in the funded irrevocable trust
19 guaranteeing the acquisition and transfer to the City of a fee
20 interest in such easements, for the uses specified herein and
21 guaranteeing that no default will be made under the terms of the z
22 Newland Lease prior to such exercise of option and transfer,
23 reserving and excepting said parties ' interest in the underlying
241 fee and mineral rights below 100' but without right of surface
25 entry, as more specifically described in the deed attached hereto
26 (Exhibit "E") ; and (3) any and all present record title interest h
27 of Title Insurance and Trust Company as trustee of such trust,
28 in and to such easements, reserving and excepting said partied'
29 interest in the underlying fee and mineral rights below 100' but
301 without right of surface entry, as more specifically described in
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31 the deed attached hereto (Exhibit "E") .
32 /lf
9.
I All other streets within the proposed subdivision and
2 development of the Newland Property will be developed and main-
3 tained as "Secondary Streets (Collector)" or "Minor Streets",
4 as those terms are defined in such Section S.9911.6, except for.
5 those streets dedicated by an agreement of even date between
6 Signal and City.
7 J. Proposed Improvement Of Streets
8 After the dedication of such Najor Streets (Arterial)"
9 easements to the City, Signal proposes to improve such streets
10 from time to time as the proposed subdivision and development of
11 he Newland Property progresses, and as the need for such improve
12 ment is createu by such subdivision an6 improvement, as determined
1IV by the Planning Commission of the City.
141 Such improvements shall consist of curbs, gutters, side-
15 walks, street paving, street trees and other such. street improve-
16 ments required by the City street standards in effect at the time
17 of such subdivision or development.
18 Such improvements will be constructed and installed on all
19 portions of such streets abutting that portion of the Newland
20 Property then being subdivided or improved, plus an additional
211 portion of such streets in the eveat that the area of the Newland
22 Property being subdivided or developed is a greater proportion of
231 the total area of the Newland Property than the frontage of said
24 streets abutting such i^provements is of the total lineal
25 distance of such streets .
26 NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
271 1. Dedication of Easements for "Major Streets (Arterial)"
28 (a) Signal Dedication
29 Signal agrees to transfer and dedicate to the
30 City easements for public street purposes, within thirty (30)
31 days from the execution of this agreement, to the extent of its
32 present leasehold interests in those purtions of the Newland
10.
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I Property not subleased to Landmark, which easements are located
2 within the ultimate right of way of Beach Boulevard, Adams Avenue,
3 Newland Street and Yorktown Avenue, as shown on the Master Plan
4 of Arterial Streets and Highways of the City by easement grant
5 deeds in the form and as described in those grants attached hereto
6 as Exhibits "D" and "E" and incorporated herein by this reference,
7 subject only to that certain amended Trust Agreement bc.tween
8 Signal and. Landmark as Trustors, and the Title Insurance and Trust
9 Company as Trustee, dated September 30, 1969, which is attached
10 hereto as Exhibits "A" and "B" and incorporated herein by this
11 reference, and reserving unto said dedicator .' cs interest in the
12 underlying fee propertj subject to said easements and mineral
13 rights below 1001 , but without right of surface entry as more
14 specifically described in the deeds attached hereto.
15 For convenience of reference, portions of such
16 street easements also are depicted oil the Flight of Way Map
17 attached hereto as Exhibit "F" and incorporated herein by this
18 reference; however, in the event of any inconsistency between said
19 Map and said Deed (Exhibit "D") , the description as set forth in
20 said deed shall control.
21 Those portions of such streets described in such
22 deed and depicted on such map include the full width of said
23 streets from the center lines thereof to the ultimate right of
24 way as shown on the City Master Plan of Arterial Streets and
25 Highways, which streets are shown "Major Streets (Arterial)"
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26 on such Master Plan cf Streets .
27 (b) Title Insurance And Trust Company Dedication
-108 Concurrently with the delivery of the easement
29 deeds from Signal described in the previous Section 1A hereof
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30 and on Exhibits "D" and "F", Signal shall deliver an easement
31 grant deed from Title Insurance and Trust Company, as Trustee
32 under such Trust, in the form of the deed attached hereto as
11.
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1 Exh bit "E" and incorporated herein by this ref fence, as though
2 set forth at length. The property described as Parcel A and
3 Parcel B in said Exh.: i.• E is the same property described in
4 Exhibit "D" hereto. 1 A as described in the deed attached
5 as Exhibit "E" transfers to ;he City all of the present security
6 interest of said Trustee in such easements under said Trust
7 Agreement, subject to certain reservations as more specifically
g described therein, but not the option given in said Trust Agree-
9 went. Parcel. B as described in. the deed. set forth as Exhibit "E"
10 transfers to the City the same easements subject to the same
11 reservations , but without other limitation, except as to the
12 option given in said Trust Agreement, and by the doctrine of
13 after acquired title will be effective immediately to transfer
14 the entire fee interest in said easements, subject to the
15 reservations set forth therein, to the City by operation of law,
16 upon the Trustee's exercising its option and consummating the
i.'r purchase of the Newland Property.
(c) City Acceptance of Dedication
19 ' The City agrees to accept from Signal and Title
20 Insurance and Trust Company dedication of those easements for said
21 streets by such deeds and to thereafter maintain said property as
22 a par" of the general system of City public streets . Such accep_
23 tance shall be evidenced by a resolution of the City Council in
24 the form attached hereto as Exhibit "G" and incorporated herein
25 by this reference, within ten (10) days after delivery of such
26 deeds. Said proposed transfer and dedication has been submitted
27 to the Planning Commission of the City and reported favorably
28 on January 6, 1970, as being in conformity with the Master Flan
29 of Arterial Streets and Highways of the City, in accordance, with
30 the provisions of Government Code Section 65402.
31 From and after the acceptance by the City of
32 such dedi�;ation, Signal shall have no obligation or responsibility
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for the maintenance, repair or improvement thereof, except for
2 the construction of the street improvements in accordance with
3 the provisions of paragraph 3 hereof, or for any other liability
4 with respect thereto, excr.pt as relates to the title to said
5 streets as is hereinafter_ set forth in paragraph 5.
6 2. Dedication of Interior "Seco-adary Streets
Collector an Minor Streets
7
8 Signal agrees that easements for all interior "Second-
9 ary Streets (Co'llecto_)" and "Minor Streets" of any future sub-
10 division or other development of the Newland Property shall be
11 dedicated in the same manner a - the dedication of "Major Streets
12 (arterial)", in the event such property is developed in any manner
13 other than a subdivision.
14 Signal further agrees that any future subdivision or
15 development of the Newland Property shall be in such a manner
16 that any portion developed for commercial or other use requiring
17 access by the general public will front on "Major Streets
18 ) (Arterial)" or "Secondary Streets (Collector)", so thy- the
19 general public will not be :required to use any of such interior
20 streets within any subdivision for access to or from such commer-
211 cial or other areas, but will be required to, and will use only
22 such "Major Streets (Arterial)" or "Secondary Streets (Collector)"
23 for such access.
24 The City agrees that the development of any such
25 interior streets solely for the exclusive use of the lot owners,
26 their licensees, visitors , tenants and servants, and 1_ot for the
27 use by the public, is permitted by the Subdivision Map Act and
28 by the ordinances of the City, that such streets are not required
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29 to be dedicated or offered for dedication for the public use, and
30 that the City will not require dedication thereof as a condition
31 to the approval of any tentative or final subdivision map or other
32 req:sired development permit, in arty manner other than that
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1 provided herein,
2 3. Improvement Of "Major Streets (Arterial)"
3 Signal agrees to improve such property described in
4 the form o{ deed attached as Exhibit "B" and depicted on the map
5 attached as Exhibit 'T", a public streets, according to the
6 schedule set forth in subparagraph (a) below, and to the extent
7 set forth in subparagraph (b) below.
8 (a) Signal agrees to improve such property, to the
9 extent described in subparagraph (b) below, according to the
10 City's standards and specifications for "Major Streets (Arterial)"
11 applicable at the time of such improvement, as a condition to the
12 approval of any subdivis_=, division of land, conditional use
13 permit or variance, or issuance of any building permit, excava-
14 ting permit-, grading permit or other permit required from the
15 City by Signal to proceed with the construction of any improvement
16 on the Newland Property.
1'7 Signal further agrees to furnish the City with
18 all surety bonds, instruments of credit, cash deposits, deposit
19 agreements or other forms of improvement security, to secure the r
20 faithful performance of such agreement, payment to the contrac;-
211 tor, his subcontractors and the persons renting equipment of
22� furnishing labor and materials for such improvement, and the main-
23 tenance of the work of such improvement for a period of one year
24 following the completion and acceptance thereof against any
25 defective work or labor done or defective materials furnished in
26 the performance of such work, which are required by the provisions
27 of Business & Professions Code Sections 11612 and 11613 and any
2811 applicable ordinances of the City in effect at the time of such
29 improvement.
30 (b) The extent to which Signal shall construct such
31 street improvements shall be the greater of the following:
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1 (1) All portions of such streets adjacent to
2 thp. part of the Newland Property then being subdivided or
3 developed and for which City approval of a subdivision, division
4 of land, conditional use permit, excavation permit, grading permit
5 or other permit is required; or
6 (2) The length of such streets adjacent to
7 those portions of the Newland Property which are the subject of
8 this agreement, in proportion to the ratio which the area of the
9 Newland Property then being thus improved bears to the entire
10 area of the Newland Property, excepting those portions subleased
11 to Landmark.
12 4. In the event that street improvements are required by
13 reason of this agreement, of streets not immediately adjacent to
14 areas under development, Signal may file bonds or other securities
15 with City in an amount sufficient to fund the cost of such street
16 development and defer improvement of such streets for a period of
17 not exceeding two years from the date the obl .gation to make such
18 improvements accrues .
19 5. Signal will hold the City harmless and indemnify,
20 protect and defend the City from any loss, cost or expense,
21 including the cost or expense of prosecuting or defending actions,
22 relating to the City`s title to the streets as such title is to be
23 dedicated pursuant to this agreement.
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24 6. This agreement and each and every part and provision
25 hereof shall inure to the benefit of and shall be binding upon
26 the heirs, successors and assigns of the parties hereto.
27 7. Nothing within this agreement is intended to or shall
28 change, alter, amend or modify any leases or other agreements
29 between Signal and any of its sublessees or contractors or any
30 other party. `
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31, 8. In the event that any paragraph of this agreement,
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3.2 or any phrase, sentence, clause, or other part or provision hereof
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1 is declared inva� '.d .or unconstitutional by a court of competent
2 jurisdiction, such invalidity shall not affect the validity of
3 any other paragraph, phrase, clause, sentence, part or provision
4 hereof, and the parties hereto agree that they would ha-P entered
5 into this agreement notwithstanding any such partial invalidity.
6
PI IN WITNESS WHEREOF, this agreement has been executed by
8 the parties hereto by their respective officers thereu.nto duly
9 authorized as of the day and year first above written
10 THE SIGNAL COMPANIES, INC. ,
formerly known as
11 SIGNA OIL ND GAS COMPANY
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1 B y
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14 By
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16 CITY OF HUNTINGTON BEACH
17 By
181 Mayor.
191 ATTEST.
20 (7411,j 1, m
21" City Clerk
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23
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APPROVED AS TO FDRMV
25 DON P. BONFA
City Attorney
26
� By
27 LOU ANN MARSHALL
Assistant City Attorney
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31 1
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16.
RESOLUTION NO. 3125
A RESOLUTION OF THE CITY COUNCIL OF ,l,HE CITY OF
HUNTINGTON BEACH ACCEPTING THE GRANT OF CFRTAiN
PROPERTY TO THE CITY OF HUNTINGTON BEACI?
WHEREAS, Government Code Section 27281 provides that
deeds or grants conveying interests in or easements upon real
estate to a city for public purposes shall not be cppted for
recordation without the consent of the grantee evidenced by a
certificate or resolution of acceptance attached to or printed
q on the deed or grant; and
The Signal C .npanies, Inc. , a corporation, and Title In-
surance and Trust Company have ten0lered certain grant deeds to
the city;
NOW, THEREFORE, be it resolved that the interest in real
k
property conveyed by the deeds attached to such agreement as
Exhibits "D" and "Ell and attached hereto, hereby is a.;cepted
and the city consents to the recordation of such deeds by its
duly authorized officer.
PASSED AND ADOPTED by the City Council of the 3ity of
Huntington Beach at a regular meeting thereof helu on the 19th
day of January, 1970.
Mayor
i
I
ATTEST:
i.
.�.ty erk
APPROVED AS TO FORM:
F-
City A to A
1
1
Y
d
Res. No.
r
STATE OF CALIFORNIA )
COUNTY OF ORANGE'
CITY OF HUNTINUTW\ BL'ACll )
I, PAUL C. J(hNES, the dttlN clecied �i. rlul> f-iccl alto
acting City Clerk or tfie City of iiutatitl-0011 Bciach, arrd C.-
officio Clerk of the City Council of s ai6 Cite , do lr.ev('by
certify that the whole dumber of members of the City Council
,
t
of the City of Huntington Beacfi is seven; fiat the foregoing
resolution was passed and adopted by the affirmative vote of
more than a majority of all the members of said City Council
at a .regular meeting thereof lreld on the 19th
day of January 19 70 , by the rollowing vote:
AYES: Councilmen:
Shipley, Bartlett McCracken, Kaufman, Matney, roen,
�r eeen
NOES: . Councilmen:
None
ABSENT: Councilmen:
None ••A --
f ' f
City Cl*erk and -officio Clerk
of the City Council of the City
of flunti.ngtorr Beach , California
i
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W
Y • 1
OF
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� w
f'r4 r EL 6 P4A'CEL 6
�4ReEL 3 - f�4RCEL3
+
7633-004
1 AMEND14 aNT TO TRUST AGREEMENT
2 THIS AMENMEINT to the hereinafter referred to Trust Agree
3 ment is made and entered into this 30th day of September, 1969,
4 by and between THE SIGNAL COMPANIES, INC. , formerly known as
5 SIGM1, OIL AND GAS COMPANY, a corporation, referred to hereinafter
6 as "Signal", and SIGNAL LANDMARK, INC. , formerly known as LANUKARK
7 ESTATES, INC. , a corporation., referred to hereinafter as "Lanomark'',
8 and TITLE INSUTANCF AND TI:UST COMPANY, hereinafter referred to
9 as "Trustee'",..
10 R ; C I T A L S:
11 A. A trust agreement was made and entered into on
12 February 4, 1966, by and betweicn Signal Oil and Gas Company, a
13 corporation (now known as ""he Signal Companies, Inc.) , Deane:
14 Brothers, a corporation, hereinafter referred to as "Deane",
r
1;� (Signal and Deane collectively were tr.ustors under said agree-
1.6� ment) , and Title Insurance and 'Trust Company, here.inaifter referred
17 to as "Trustee,". Said trust agreement was for the purpose of
18 facilitating the development of certain parcels of real property
19 more particularly described in said trust agreement.
20+ B. Deane has terminated its contractual and lease agree-
2Ll ments with Signal, which agreements are more particularly
22 referred to and described in said trust agreement, except as to
23 that certain 20± acre parcel of real property described as Tract
24 5575 in the City of Huntington Beach. Deane has further recorded
25 a quitclaim deed as to all parcels of real property described in
26 said trust agreement except as to said Tract 5575. Said quit-
27 claim deed was dated February 25, 1969, and recorded on April. 1, '
P8 1969 in Book 9916, pages 233 et seq. (Document No. 1527) Official
29 Records of Orange County.
30 C. Signal and Landmark have entered into certain con-
31 tractual and lease agreements with each other for .the purnos•e of
32 developing the same parcels of real property which are the
1. EtYHIB IT r rB"
I subject of said trust agreement. Copies of the ground lease
2 between Signal and Landmark and the form sublease between Landmark
3 and prospective sublessees of developed lots on the Newland
4 Property have concurrently been delivered to Trustee. The ground
5 lease and sublease do not alter in any manner Ch{. Trustee's
6 obligations (or ability to perform said obligations) to the City
7 of Huntington Beach, a named beneficiary in said 1-1-ust ag eement.
8 D. Signal. and Landmark wish to amend the crust agreement
9 to substitute Landmark in the place and stead of Deane in said
10 agreement, except as to said Tract 5575,
11 NOW, THEREFORE, TIIE PARTIES HERETO AGREE AS FOLLOWS:
I
12 1. The facts set forth is the Recitals herein are true
13 and correct.
3.4 2. The trust agreement referred to in Paragraph A of the
15 Rec-itals herein is hereby emended to substitute Landmark in the
16 place and stead of Deane in each and every place in said agreement
17 wherein Deane was referred to, except that said agreement shall
18 continue to apply to Deane as to Tract 5575 in the City of Hun-
19 tington Beach. ,
20 3. The parties hereto agree that all legal rights ,
211 obligations and duties formerly existing between Signal, Deane
22 and Trustee, except as to said Tract 5575, shall hereafter exist
23 between Signal, Landmark and Trustee, and Landmark agrees to per-
24; form all obligations formerly agreed to by Deane under said
25 original trust agreement except as expressly modified or amended
26 in this agreement; provided, however, that Deane shall continue
27 to remain obligated as to all provisions of said trust agreement
?8 as it relates to said Tract 5575.
29 4. Certain portions of the Newland Property as described
30 in said trust agreement are not subject to the Signal Landmark
31 lease. Signal and Trustee agree that such portions (hereinafter
32 known as the Newland Remainder Property) may be dedicated for
2.
maw
I public streets and/or other public purposes by Signai i.n order
2 to faci.l:itate the development of said property. Signal may elect
3 to dedicate a fee or an easement or other property interest in
4 said Newland Remainder Property. In the event of such a dedication
5 Trustee will concurrently dedicate (i) its security interest in
6 such property interests and in such portions of the Newland Re-
7 mainder Property as are dedicated by Signal; and (ii) make a
8 present dedication of all. of its interest it said property interest ;
9 and in such •.porCi.ons of the Newland Remainder Property as are
10 dedicated by Signal to the effect that when Trustee exercises the
11 option to purchase the entire Newland Property as provided for in
121 said trust agreement, the public entity to whom such dedications
13 were made will receive by reason of the doctrine of after acquired
14 title a fee interest in said casement or other property interest
151 so dedicated.
16 5 . In tl:1e event arty spoei_i:ied time for the performance. of ,
17 any acts other than acts Deane is obligated to perforta as to said
184 Tract 5575 as set forth in the trust agreement has already passed
19 � as of the date of this agreement, Signal, Landmark and Trustee
20, shall have a reasonable time after the date of this amendment to
21 perform such acl, Thereafter, all other acts provided for in said
22 agreement shall be performed at the time and place set- forth in
23 said trust agreement.
24 6. Article IV, Section 5(e) of the trust agreement is
25 hereby amended to provide that the bond form attached hereto as
25 Exh-ibit I shall be utilized in place of the form attached to t-hc
27 original trust agreement as E.xhibit I, and each and every other
28 reference to said bond form in the original agreement is likewise
29 amended to refer to the bond form attached hereto (Exhibit I) ,
30 7. Notices and remittances referred to in Article XII,
31 Subsection 5 of the original trust agreement shall be sent t6
32 the following addresses:
3.
. I
I
f
1 Trusted : 300 Ncr-t_l- Main Stre:,t
Santa Anc , Califorii ;.a 9.2702
31 Signal: 1010 Wilshire Boul-e✓ar.d
`` Los Angelus , Cali ci-nia Q001.7
5 Landmar c: 1538 Norr`i Century !ioulevard
Santa Ana , Californ .a 92703
6
7 8 . All other- provisions of the .origi Ia1 trust agret•ment
f 8 with the exception o : the specific amendments additions and
9 modi.ficati.rns as set. forth herein. w .11- contin .•e to be in e,fiect,
10 and the en =i.re agree: Ient:, together ai.th the r) ovisions of 0A.s
11 agi-,cement:, i_s hereby confirmed and .-atified b.,• the partic: hereto .
12 9 . Signal a. cd Landmarl;. slia ,. L, within six months of the
1.3 date of th s imendme: t, deliver to i'rustee a i Iemorandum of � n
14 assignment of their loasehold inter Est in tru;,t in a form s� tis--
15 factory to Trustee f• r recording in order for the Trustee to
�' ,..... aD alut,.,u�u .
17 10. Notwiths, adding anythin : to the rcntrary provide for
18 in the tru;-t agreemei+t or amendment thereto, :,aid trust agreement:
'19
as amended shall be ,pecifica7.J_y en}'orceabl-e 1 y the City of
,20 Huntington Beach.
'll IN WITNESS WI'FRE01, the par�ics have set their hands and
22 seals the ( ay and year first above urit.ten .
23 THE SIGNAL COMPAN IF S , INC. ,
formerly known as
34 SIGNAL O*rL AND GAS MM DANY
25 By _ �_-
6
;7 BY
` 2.8 TITLE INSUEANCE AND SIGNAL LANDMARK, IMI ,
I TRUST COMPANY formerly known as
2-9 LANDMARK ESTATES , 1�C. ,
a corporation
1/0 By
31 By
By
By
• e
4 .
I
4i
I
I ( We hereby certify that we are the owners of the fee of the,
2 lands included within the subdivision shown on this map wit:-tin
3 j the blue border 'l.in,,s, and which lands are subject- to Lease., of
4 ! record, and we consent to the preparation and recordation' of said
I
5 map as provided by Section 11.589 of the Busin,�ss and Professions
6 Code of tr{e State of California; provided, hoAlever, that we do
7 not thereby, or otherwise, dedicate or offer to dedicate to public
8 use our interests in any street, highway or ocher public way
9 shown on said map, nor dedicate or offer to dedicate to public
10 use or to the City of Huntington Beach our interests in any of
ti
1.1 ( said lands affected by any vehicul<<r access rights , nor our
12 interests in any of said lands affected by t-h�, sanitary sevv-,r
13 system and appurtenances or the domestic water system and anpur-
14 tenances as shov,m on the i:nprovemertt plans, nor our interests in
15 and to the sub-surface water rights of any part of said 13n1s,
16 j or to the 1.50 foot easements for public utility purposes as
1.7 shown on said map. To the contrary, under Section 11590 of the
18 Business and Professions Code of the State of California, we
219 hereby expressly res^rve our entire rights and interests in all
f
20 i of said lands (including specifically but not. limited to our
21 � right of reverter on termination ov forfeitura of said lease)
i
22 from ally and all offers for dedication for public use whatsoever
i
23 i or from ar_y other grants, express or implied, of any nature.
24
26 �1
27
28
29
30
31 f
` 32 t
1
EXHIBIT '`C"
Mail Tax Statements to:
CORPORATION GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged,
THE SIGNAL COMPANIES, INC. , formerly known as Signal Oil
and Gas Company, a corporation organized under the laws of the
State of Delaware, hereby grants to the CITY OF HUNTINGTON BEACH,
a municipal corporation, an easement for street purposes upon,
over and across its leasehold interest under that certain lease
between Clara J. Isenor, Helen Newland Tarbox, Clinton C. Newland,
Jessie E. Corbin and John D. Newland, as Co-Trustees of The
W. T. Newland Trust Estate under Agreement and Declaration of
Trust recorded in Book 637, page 306 of Official Records of
Orange County, California, and The Signal Companies, Inc. ,
formerly known. as Signal Oil and Gas Company, a corporation. Said
lease dated July 1, 1959, was recorded on October 8, 1959 in
Book 4917 at pages 470 et seq. of Official Records of Orange County,
California, and re-recorded on October 28, 1959, in Book 4945,
pages 307 et seq. of such official records . Said lease was amended
by amendment dated October 30, 195� , recorded December 1.6, 1959,
in Book 5018 at pages 132 et seq. of such official records, and by
amendment dalled April 5, 1963, recorded August 20, 1963, in Book
6684, at pages 84 et seq. of such official records.
Said easement for street purposes is granted upon, over and.
across the following described real property in. the City of
Huntington Beach, County of Orange, State of California:
(a) Those portions of the southwest one-quarter of
Section 1, Township 6 South, Range 11 West, San
Bernardino Base and Meridian, Orange County,
California, being more particularly described as
follows:
Parcel 1:
The north 40.00 feet of said southwest one-quarter,
excepting therefrom the westerly 690 feet.
Parcel 2:
The east 40.00 feet of said southwest one-quarter.
Parcel 3•
The south 60.00 feet of said southwest one-quarter.
:parcel 4•
:hat portion of said southwest one-quarter lying 7.
northeasterly from a curve concave to the southwest,
having a radius of 32.00 feet, being tangent on the
north to the south line of parcel 1 above, and being
tangent on the east to the west line of parcel 2
above.
i
EXHIBIT "D"
Parcel 5•
That portion of said southwest one-quarter lying
southeasterly from a curve concave to the northwest,
having a radius of 32.00 feet, being tangent on the
east to the west line of parcel 2 above, and being
tangent on the south to the north line of parcel 3
above.
Parcel 6•
That portion of said southwest one-quarter lying
southwesterly from a curve concave to the northeast,
having r radius of 32.00 feet, being tangeric on the
south to a line parallel with and 60.00 feet northerly,
measured at right angles, from the south line of said
southwest one-quarter, and being tangent on the west
to the east right of way line of Beach Boulevard, 138.00
feet in width as now laid out, said right of way line
being parallel with and 88.00 feet easterly, measured
at right angles, from the west line of said southwest
one-quarter.
(b) Those portions of the southeast one-quarter of
Section 1, 'ownship 6 South, Range 11 West San
Bernardino Base and Meridian, Orange County,
California, being more particularly described as
follows:
Parcel 7•
The west 40.00 feet of the southwest one-quarter
of said southeast one-quarter.
Parcel 8:
The south 60.00 feet of the southwest one-quarter
of said southeast one-quarter.
Parcel 9•
That portion of said southeast one-quarter lying
southwesterly from a curve concave to the northeast,
having a radius of 32.00 feet, being tangent on the
west to the east line of parcel 7 above, and being
tangent on the south to the north line of parcel 8
above.
EXCEPTING FROM each and all of the above described parcels
of land all water, water rights, oil, oil rights, minerals,
mineral rights, natural gas, natural. gas rights, and other
hydrocarbons by whatsoaver name known that may be within or
under the parcels of land hereinabove described, together
witb the perpetual right of drilling, mining, exploring and
operating therefor and removing the same from said land or
any other land, including the right to whipstock or direct-
ionally drill and mine from lands other than those hereinabove
2.
I
described, oil or gas wells, tunnels and shafts into, through
or across the subsurface of the land hereinabove described,
and to bottom such whipstocked or directionally drilled wells,
tunnels and shafts under and beneath or beyond the exterior
limits thereof, and to redrill, retunnel, equip, maintain,
repair, deepen and operate any such wells or mines, without, `
however, the right to drill, mine, explore and operate through
the surface or the upper 100 feet of the subsurface of the land
hereinabove described or otherwise in such manner as to endanger
the safety of any highway that may be constructed on said lands.
FURTHER EXCEPTING from each and all of the above described par-
cels of land any and all areas previously dedicated for street
right of way purposes and/or other public uses.
IN WITNESS WHEREOF, the Grantor has caused its corporate
name and seal to be affixed hereto and this instrument to be
executed by its off- cers thereunto duly authorized,
Dated:
THE SIGNAL COMPANIES, INC.
By
President
(SEAL)
By
Secretary
STATE OF CALIFORNIA)
ss.
COUNTY OF ORANGE j
On , before me, the undersigned, a Notary
Public in and for said stare, personally appeared
known to me to be the President, and
known to me to be the Secretary or the
corporation that executed the within instrument on behalf of the
corporation therein named, and acknowledged to me that such cor-
poration Executed the within instrument pursuant to its b�; -laws or
a resolution of its board of directors.
WITNESS my hand and official seal.
(SEAL)
Notary Public in and for said State
3.
'fr
GRANT M1I1.1) OF
l h.fil1,111i 'i`ia I''Ol,11 S'i'l:I:E'] PL1I:POSES r
T..1"I'Ll. INSI11'h,l CE, 1;ili) 'ITZ111ST co? l,orcri :i rnl 01- l71 i •��cl
under the .i;11•:s of the St:a'tc of �',:1]7 !..I o,-n'i..1, llorcby to the
City of Hun t:i.n;t:on beach, a nnm:i..,:ip:tl coy"p(7r;lt.:in17, eclGenlcnt:s for
street: purposi2s upon, OV017 al)d ac ro.' ,; the fo'.11ov, i_ni dec,cribed
real property :in the CiLy o:C Hun+in,Loll beach, Count), of Or«ni;c,
State of California :
Parcel A:
The security interest of 'Title lncurrinCo and )`rust
Colrtpany tn!dt'r that: certain t-ruS1 ?}:.i"C`i-we t1l. ho I:C:ooll
Sii'nr11 oi.L ,11-ld Co Co;�,'wll ., a cclL hrr�_E: �-on, rML1 D0,11-le
B1.Oi:he7:s, ,; corpo1-;a.jC1,1, <l:; t.; t�si o1 :, , <I-net Tit'Lu
("11SlIl'(lI1C'.C'. 111,1 `rw' (:[J;711)l i�T., ('.C)'L"))n; :',Llo,1, as trustee,
i
execut c>cl on i'.l�c? 11th (1,1}T o!' !'�b� t _i, , :t�:;:}6, t�h:ic�tl :.ru:>-L
was ar:!cadwcl on tl1t: _ cl:sy o1= �--_---�._... �__, 19_ ,
to Sl)1)t L :l_t lli'(' i1.„il'1 i ;'lilUir;, ;"i:, j.nC. , t-L)1"l't'7".Ly` ]:57,)'1�Tll 8F,
Landmark I',: ai-cs, iw, , in t_1)o nid StC-d of
Deane in Li1L =DI].0 ;-1-n�� p)"C)i7t.Yi't. in Lll(, COUn'Ly
- C i Exhibit ' � rr
of Oran,;c . SLatc oi ,
attached ht?.1:eto z1nd by Lh:is r(A"ereiiet! inco)_po1:aLvc1 here:i.u.
P a r C e ]�
The prop(, ty dr,;c7::i.bcd iT1 F-,hibit "A" attached hereto
and ,).> t1li s rc:fcr(')ICC? :inC01'l'C)7"2_tC'd llt'.i"Call.
IN WITNESS [tiVICREOF, Title 111surrince, alid Trust Co•,alpany has
caused its corporate a.-mc, ;Ind seal to be a:ffi%(,C1 he rcto and this
instrument to be executed by its present and secretary thereunto
duly autllo•rized.
Dated:
TITLE INSURANICE ANTD TRUST COMPANY
By
President
(SEAL)
By
Secretary
STATE OF CALIFORKA)
ss,
COUNTY OF OYLANGE )
M1
On before me, the undersigned, a Notary
Public in and for said State, personally appeared ,
known to me to be- the president, and ^,
known. to me to be the secretary of the corporation that executed
the within instrument on behalf of: the corporation therein named,
and ac}:nowledged to me that such corporation executed the within.
instrunlent pursuant to its by-laws or a resolution of fts board of
directors ,
14ITNESS my hand and official. seal.
x
(STsA1,) EX]IIBIT "Ell Notary llul)lic in and far sa.ld St:;Ae
(a) Those portions of the southwest one-quarter of Section 1,
Township 6 South, Range 11 West, San Bernardino Base and
Meridian, Orange County, California, being more particu-
larly described as follows:
'arcel 1•
The north 40.00 feet of said southwest one-quarter,
excepting therefrom the westerly 690 feet.
Parcel 2•
The east 40.00 feet of said southwest one-quarter .
Parcel 3:
The sout'L} 60.00 feet of said southwest ore-quarter.
Parcel 4:
That portion of said southwest one-quarter lying north-
easterly from a curve concave to the southwest, having
a radius of 32.00 feet, being tangent on the north to
the south line of parcel 1 above, and being tangent on
the east to the west line of parcel 2 above.
Parcel 5•
That portion of said southwest one-quarter lying south-
easterly from a curve concave to the northwest, having
a radius of 32.00 feet, being tangent on the east to
the west line of parcel 2 above, and being tangent on
the south to the north line of parcel 3 above.
Parcel 6•
That portion of said southwest one-quarter lying south-
westerly from a curve concave to the northeast, having
a radius of 32.00 feet, being tangent on the south to a
line parallel with and 60.00 feet northerly, measured at
right angles, from the south line of said southwest one-
quarter, and being tangent on the west to the east right
of way line of Beach Boulevard, 138.00 feet in width as
now laid out, said right of way line being parallel with
and 88.00 feet easterly, measured at right angles, from
the west line of said southwest one-quarter.
(b) Those portions of the southeast one-quarter of Section 1,
Township 6 South, Range 11 West, San Bernardino Base and
Meridian, Orange County, California, being more particu-
larly described as follows:
a
Parcel 7:
The west 40.00 feet of the southwest one-quarter of
said southeast one-quarter.
4
Parcel 8•
The south 60.00 feet of the southwest one-quarter .of
said southeast one-quarter.
j
1
EXHIBIT "A"
1,11131MR1111111 0111,11I III!! ME!
Parcel 9:
That portion of said southeast one-quarter lying south-
westerly from a curve concave to the northeast, having a
radius of 32.00 feet, being tangent on the west to the
east: line or parcel 7 above, and being tangent on the
south to the north line of parcel 8 above.
EXCEPTING FROM each and all of the above described parcels of
land all water, water rights, oil, oil rights, minerals, mineral
rights, natural gas, natural gas rights, and other hydrocarbons
by whatsoever name known that may be within or under the parcels of
land hereinabove described, together with the perpetual right of
drilling, mining, exploring and operating therefor and removing
the same from said land or any other land, including the right to
whipstock or directionally drill and mine from lands other than those
hereinabove described, oil or gas wells, tunnels and shafts into,
through or across the subsurface of the land hereinabove described,
and to bottom such whipstocked or directionally drilled wel7 <.,
tunnels and shafts udder and beneath or beyond the exterior Amits
thereof, and to redrill, retunnel, equip, maintain, repair, deepen
and operate any such wells or mines, without, however, the right
to drill, mine, explore and operate through the surface or the
upper 100 feet of the subsurface of the land hereinabove described
or otherwise in such manner as to endanger the safety of any highway
that may be constructed on said lands.
FURTHER EXCEPTING from each and all of the above described parcels
of land any and all areas previously dedicated for street right of
way purposes and/or other public uses.
EXHIBIT "A" - page 2
DECIARATTOIN OV TRUST
TI9.0LE INSURArJCE Pd,�D TRUST COMPAlvnl, a California
corporation, hereinafter called "TRUSTEE", and DEANS
BORTHERS, a corporation, hereinafter called "TRIOSTOR",
hereby declare ;
1. That the Trust created by this instrument
relates to Tract , as per map
recorded on the day of ,
19 at Book Page
of Official Records in the office of the County'
Recorder for the County of Orange, State of
California.
t
t
2. That TRUSTEE has received from TRUSTOR assignments
( of TRUSTOR'S interest under subleases described on
Exhibit "A-1 to A inclusive, attached hereto
and incorporated 'her eiri by reference.
3. That TRUSTOR shall hereafter at such times aL, its
s _
interest in said subleases vest, transfer to _
TRUSTEE, pursuant to this Declaration of Trust,
all of TRUSTOR'S interest in subleases arising
out of TRUSTOR'S development of Tract
i
4. That Tract consists of acres, and
! for purposes of determining; rentals and purchase
payments under that certain Master Ground Lease
defined in Paragraph 1•-bf Section 1 below, said
acres shall be deemed "under development"
as that term is understood by the terms of said
Master Ground Lease..
r is
5, Thai; the TRUSTEE •till 'hold subleases assigned and
transferred to it pursuant to this Declaration of
Trust, IN TRUST.$ under the conditions and for the
purposes hereinafter set forth.
SECTION I
1. As used herein, the Term "Master Ground ,ease"
shall refer 14o that certain Lease dated September
12, 1963, between SIGNAL OIL AND GAS CO. , a
corporation,' as lessor. , and TRUSTOR as lessee,
a memorandum of which was recorded of i the "111th
day of April, 1964, in Book 700.3, page 681 of
Official Records in the Office of the County
Recorder, County of Orange, State of California.
2. The term "vendee", for the purposes of convenience,
shall be used to designate the sublessee of a
Portion of the real property subject to the terns
of the aforesaid Master Ground Lease; such sub-
lessee holding the said real property by way of
`. an approved sublease provided for under the terms
of the Master Ground Lease.
3. As used herein, the term "sublease" shall be deemed
to refer to any sublease entered into pursuant to
the authorization contained in the Master Ground
Lease, which sublease includes a purchase agreement "
as defined in Paragraph 4 below.
As used herein, the term "purchase agreement" shall
be deem.ed ,to refer to the agreement entered into
betwebn each sublessee and TRUSTOR, as part of
-2-
sublease, whereby said sublessee may purchase a
fee simple interest in the property subject to
the sublease by making certain payments in
addition to those called for in said sublease
as rental payments, said additional payments
to be known as "purchase payments
SECTION II
i
A. The payments required to be made by each vendee
under the terms of each sublease shalll, be con-
solidated into one sublease payment and shall be
paid to and received by the TRUSTEE as one
remittance each month. The TRUSTEE shall establish
; .
a separate account for each vendee and record
therein the rental payments and, if applicable,
r •
the purchase payment made by each vendee, pursuant
to the terms of the sublease assigned hereunder.
i
B. The TRUSTEE shall establish the following account:
1. Trustor 's Reserve Account
i • ° C. The monthly payments received by the TRUSTEE from
I: •
each vendee shall be allocated to the account
referred to in paragraph B above and the funds
from time to time allocated to such account shall
,
be retained and disbursed by the TRUSTEE as follows:
1. Until the first day of March, 1909, * a.11 payments
received by the TRUSTEE, shall bc: allocated to and
deposited in the Trustor 's Reserve Account, and
shall be distributed at intervals to TRUSTOR or
upon demand of TRUSTOR, less an amount sufficient
to cover TRUSTEE'S fees hereunder, and less a
reasonable reserve as may be set by TRUSTOR to
meet contingencies.
2, Commencing with the first day of March, 1.969, all
payments received by the TRUSTEE from the vendees
shall be allocated to and deposited in the Trustor 's
Reserve Account, and the TRUST ' , shall. monthly
transfer the funds in the Trttntor ra Reaea've Account,
less an amount sufficient to cover TRUSTEE 'S fees
hereunder, and less a reasonable reserve as may
be set by TRUS�i'OR to meet contingencies, to Title
Insurance and Trust Company as Trustee of that
{ certain Trust ASreement No. , dated
as executed by said TRUSTEE, the
i TRUSTOR hereunder and SIGNAL OIL AND GAS COMPANY, a
corporation (hereinafter referred to as the "JOSTER
TRUST AGREEI—itN`.i''"} . The first transfer stall be
trade April 1, 1909, and thereafter, monthly so
long as this trust and the MAS^7:R TRUST AGIREEiIENT
shall remain in effect. Shoup he MASTER TRUST
AGREEMENT terminate prior to the date of the
1
.. termination of this trust, such transfer or
distribution shall be made to the then, party or
parties in interest entitled thereto.
SECTION III
The TRUSTEE is directed as to each account established
with respect to a sublease to:
1. Maintain such account records and transaction
`. details as provided for in Section 2954 of the
California Civil Code (or in any successor
i sections thereto) where applicable.
' 2. 1,1ake such records so maintained available to the
sublessee for reasonable inspection during Trustee 's
business hours; -
provide each sublessee with an annual st-at'emcit of
his or her account within sixty (60) days after
December 31st- of each year as provided fir in said
Section 2951E of the Califori,ia Civil Code (or
in any successor sectionsthereto) , where applicable.
A reasonable service charge will be made by the Trustee
for any account statement other than the above mentioned
annual statement vrhich it provides pursuant; to the request
of any sublessee. Such charge will be billed to the requesting
sublessee and all payments for such additional statements vrill
be retained by the Trustee,
SECTION IV
The Trustee shall
notify and advise the vendee of each sublease (as such vendee
is then identified on the records of the Trustee) that if tie
Is not then in default under the terms of his sublease he
has the right to purchase (subject to the reservations
contained in said sublease) on the day of ,
the fee title to the premises by signing a letter of
instructions to the Trustee (a copy of which letter shall be
attached to the notice sent to the vendee) wherein said
Trustee shall be notified of the vendee 's intention to
purchase the fee title to his lot on the day of ,
N
In-
Specifically, the vendee shall be instructed by the
Trustee to enclose faith said letter of instructions to
Trustee the sum of thirty-five ($35,00) dollars as provided
for in said sublease as the purchase payment, plus all fees,
charges and expenses to be incurred to effect a transfer
of title as the same are specified by the Trustee. In
the event said thirty-five (035.00) dollars and an amount
equal to the fees, charges and expenses as specified by
said Trustee are not paid, then, the Trustee shall notify
Trustor in writing of such fact and shall not be obligated
to proceed further with said transfer until said fees and
costs are paid.
On or before the date specified in the letter of
instruction referred to in Section IV by the vendee as
the date of purchase of his lot, the Trustee shall notify
the Trustor of the intention of the vendee so to acquire
title and shall indicate to said Trustor whether or not the
vendee has provided the Trustee with all fees necessary to
acquire said title.
SECTION V
The Trustee shall, on or before any purchase date,
request Title Insurance and Trust Company, as Trustee
under the aforesaid Master Trust Agreement and pursuant
to Article 111 3. (d) and (e) of said Agreement to deliver
to the Trustee hereunder a deed covering the lot to be
purchased as specified in said request. on the pu*,;:lase
date, the Trustee hereunder shall
1. Deliver said deed to the vendee;
• -2. Distribute. the sum of thirty-five ($35.00) dollars
to the Trustor; and
3. Credit any remaining amounts to its own account.
f
f
In order to accomplish the f oreSo-i ng transf er of
title, the Trustee is authorized to adopt such reason_xble
procedures as are convenient to it.
SECTION VI
1. Unless funds are available in the trust or deposited
with 'TRUSTEE as aforesaid, TRUSTEE, shall incur no
liability or responsibility for non-payment or
transfer of any funds, and shall not be obligated
to cure any default..
2. In the event of default of any terms, conver:ants or
conditions of any sublease , TRUSTEE shall notify
TRUSTOR, in writing, and give the notices prescribed
in said subleases. In any such (.vent-, TRUSTEE
shall upon i•rritten instructions of the TRUSTOR,
accompanied by monies and indemnity sufficient
in the judgment of TRUSTEE to cover all charges,
expenses, and liabilities, take such action and
proceedings as may be necessary to carry out the
y provisions of the sublease, or terminate the same,
and upon written directions of TRUSTOR sublet or
assign said property to another Vendee, or reassign
said sublease to TRUSTOR.
3. TRUSTEE shall not be concerned with moneys needed
to exercise options relating; to lots not covered
by subleases.
SECTION VIZ
1. TRUSTEE shall have no duties, responsibilities or
liabilities other than those specifically provided
1.
for in this Declaration of Trust.
-7-
2, The provisions of this Declaration of Trust shall
bind TRUSTO R, TRUSTEE, their successors and assigns,
: • 3. TRUSTEE shall -be entitled to compensation for
`services as set Forth on Exhibit "B" attached
hereto. f
SECTION VIII
This trust shall terminate not' later than seven months
subsequent to the expiration of the last sub ., rLie hereunder
assigned to the Trustee.
SECTION IX
As used In this instrument, the masculine gender
includes the feminine and neuter, and the singular member
includes the plvral, wherever the context so requires.
DATED at , California, this
clay of , 196 .
T1TL% INSURANCE AND TRUST COMPANY
By
Try—N icer
TRUSTEE
DEANE BROTHERS
. By •
Presiden-
TRUSTOR
SCHEDULE' OF TRUSTEE'S S FEES ULNDLR WITUIN
DECLARATION OF TRUST
1. $1.75 per rionth for each sublease, for collecting and di s-
tributi_ng the monthly installment of rental and purchase
payment received, if no impounds for taxes and insurance.
If Trustecis required to collect impounds, the fee will
be $2.50 per month.
2. If Trustee is required to service agreements of sale, make
payments on construction loans, collect impounds for taxes
and insurance, and collect monthly installments on subleases,
the fee schedule shall tie:
$5.00 per month for col? -cting and distributing the monthly
installment payment received from each property owner.
3. Minimum fee of $25.00 for each foreclosure action initiated
(i.e. , service of three-day notice to quit, or execution of
quitclaim deed) . Additional reasonable compensation shall
be charged for any extraordinary services performed in con-
nection with any foreclosure action or any other action to
enforce the germs of the documents transferred to Trustee
hereunder.
4. $25.00 for each sublease and/or agreement of sale reassigned
on any termination or transfer of interest; if directed by
the property owner or sublessee, the fee is to be paid. by
the property owner or sublessee; otherwise the fee will
be paid by Trustor.
5. Trustee is authorized and directed to retain as its compen-
sation for the extraordinary services being performed to
effect the transfer of title to buyer, the escrow fees
referred to in Paragraph {�) of the Tract Trust Agreement,
in addition to the other fees herein provided.
b. In no event shall tie minimum mo- '_.hly• fees be less than
$100.00 per month for the services rendered under each
Tract Trust (i.e. , fifty (50) acres put under development) .
7;. Reasonable compensation in addition to the counsel fees and
expenses for any services rendered hereunder in connection
with any proceeding at law or in the preparation of income
or other tax reports, and for other services of an extra-
ordinary nature, provided, however, that should Trustee
desire or regtair_e legal counsel concerning any matter in
which Trustee is called upon to represent the interests
of Trustor-Beneficiary under this Declaration of Trust,
Trustee shall notify Trustor-Beneficiary, and TruF'-,or-•
Beneficiary may designate the attorney or attorneys whom
Trustee shall consult or retain in said matter; Trustor-
Beneficiary shall be responsible for counsel fees and
expenses incurred 4n connection with said matter, but said
responsibility for counsel fees shall be limited to those
F• t
fees charged by counsel. designated by TrLIStar-Bcncf-iciary,
except that if Trustor-Be.nefici_ary has not designated '
counsel withinten (10) clays after being notified by
Trustee, then Trustee is free to select its own counsel,
and Trustor-Beneficiary shall be responsible for counsel
fees and expenses incurred in connection with said matter.
8, It is mutually understood and agreed between Trustor-
Benefi.ci_ary and Trustee that -the fee schedule above out-
lined is t.o cover the first ten (10) years of the operation
`. of this '.Crust; at the end of said period, and each ten (10)
years thereafter. , the fee schedule is to be renegotiated,
to give effect- to increases or decreases, if any, in the ,
cost of doing business in the Trust Department at Title
Insurance and Trust- Company when compared to the cost of
doing, business by said Department in 1.966.
SCHEDULE OF TRUSTEE'S ).-L•'ES
1. Setup Fee, payable upon ,execution of Trust Agreement $500,00.
11. For administering the Trust as Trustee until cash payments are
received by Trustee pursuant to Paragraph 5 of ARTICLE IV, or
pursuant to ARTICLE VI, of the Trust Agreement, a fee of
$100.00 per annum,
111. Commencing with the date upon which Trustee shall receive cash
payments, either pursuant to Paragraph 5 of ARTICLE IV, or
' pursuant to ARTICLE VI, an annual fee of one-half (1/2) of
one percent (1`/0) of the fair market value of the foli•owing,
but in no event less than $200.00 per annum:
(a) The cash or securities, if any, deposited with Trustee
pursuant to Paragraph 5 of ARTICLE IV;
(b) The cash or securities held by Trustee in the Signal
Purchase Payment Account;
(c) The cash or securities held by Trustee in the Signal
Rental Account equivalent to the sum arrived at by
multiplying the total number of gross acres then under
development by the sum of $525.00.
The fees payable under this Paragraph III shall be paid
monthly, such monthly payments to be equal to one-twelfth
(1/12) of one;-half (1/2) of one percent (1%) of the fair
market value of said amounts. The fees payable based upon
the aforesaid amounts described in Subparagraphs (a) and (b)
shall be payable by Signal, and the aforesaid amounts des-
cribed in Subparagraph (c) shall be payable by Deane,
IV. The fees payable under Paragraph III shall apply to the first
ten (10) years of the term of this Trust. At the end of said
period and each ten (10) years thereafter, the fee schedule
is to be renegotiated to give effect to increases or decreases,
if any, in the cost of doing business in the Trust Department
at Title Insurance and Trust Company when compared to the cost
of doing business by said Department in 1966.
V. -Extraordinary Services:
Reasonable compensation in adr'.ition to the counsel fees and
expenses for any services hereunder in connection with any
proceeding at law or in the prepa_• ition of income or other
tax reports, and for other services of an extraordinary nature;
provided, however, that should Trustee desire or require legal
counsel concerning any matter in which Trustee is called upon
to represent the interests of Trustor-Beneficiary (Signal and/or
Deane, as the case may be) under this Trust- Agreement, Trustee
shall notify Trustor-Beneficiary, and Trustor-Beneficiary may
.'.t designate the attorney or attorneys whom Trustee shall consult
or retain in said matter. Trustor-Beneficiary shall be re-
sponsible for counsel fees and expenses incurred in connection
with the said matter, but said responsibility for counsel fees
shall be limited to these fees charged by counsel designated
: by Trustor-Banefi.ciary, except that if Trustor-Beneficiary
J• SCHEDULE OF TRUSTEE'S SEES (Continued)
�I I•
--
has not designated counsel within ten (10) days after being
notified by 'iYustce, then TrUSt"ee is free to select its ovrn
counsel, and Trustor-Beneficiary shall be responsible for
counsel fees and expenses incurred in connection with said
vatter. .
•1
. 9
1
TRUST ACsP.I;i:`iIsNT
THIS TRUST AGRI EMENT made and entered into this -4th day
of FEBIWARY _, 196 6 , by 'and betv:ecn SIGNAL OIL, AND
CAS COMPANY, a corporation, hereinafter referred to as "Si.gnal.",
and DEANE DRO 'RERS, a corporation, hereinafter referred
to as "Deane", (Signal. and Deane are sometimes hereinafter
referred to collective-ly as "T.3.ustors") , and TITLE INSURANCE
AND TRUST COMPAIrY, herei.naftcr reforr.ed to as "Trustee" .
ARTICLE I. Definitions
Unless otherwise indicated in this Agreement, the fol-
lowing terms shall be. defined and deemed to mean as follows:
1. "Newland Lease" is defined as that certain lease
dated July 1, 1959, between Clara J. Iseno-r, Helen Newl, I— :,
Clinton C. Newland, Jessie E. Corbin and John D. Newland, T?'us-
tees of the1.7. T. Newland Trust Estate, under Agreement and
Declaration of Trust recorded in Book 637, page 306, Official ,
Records of Orange County, California, as-- Lessor, and Signal Oil
! • and Gas Company, a corporation, as Lessee, recorded October 8,
1959, in Book 4917, pages 470 et seq. , Official Records of
Orange County, California, and re-recorded October 28, 1959,
in Book 4945, pages 307 et seq. , Official Records of Orange
County, California, as amended by the following instruments:
r '
(a) Amendment dated October 30, 1959, between
the said Lessor and said Lessee, recorded December
` 16, 1959, in Book 5018, pages 132 et seq. , Official
Records of said County; and
(b) Amendment dated April 5,, 1963, between
the W. . T. Newland Estate, a limited partnership,
successor in interesE to the above-named Lessor,
and Signal Oil_ and Gas Company, Lessee, recorded
August 20, 1963, in Book 6684, page 84 et seq. ,
Official Records of said County.
2. "Thornburgh Lease" is defined as that certain
Lease dated July 1, 1959, between Lawronce 0. '19lornburgh, a
single man, and Lulu E. Thornburgh, a single woman, , as Lessor,
and Signal Oil and Gas Company, as, Lessee, recorded in Book 4933,
Sage 63 et seq. , Official Records of the County Recorder of the
County of Orange, State of California;
3. "Master Ground Lease" is defined to mean that
certain Lease dated September 12, 1963, by and between Signal
as Lessor and Deane as Lessee, as amended, a memorandum of which
Lease was recorded in Book 7003, page 681 et seq. , Official
Records of Orange County, California;
"Subject Property" is defined as the real property
which is the subject of the Master Ground Lease, exclusive of
,Parcel No. 3 hereinafter described;
5.- "Parcel No. 1" is the real property which is
the- subject of the Newland Lease; -
6.. "Parcel No. 2" is the real property'which is
the subject of the Thornburgh Lease;
7. "Parcel No. 3" is the property held in fee by
Signal and is referred- to in Paragraph III of the Master• Ground'
:Lease;
8. "Lot" is defined as any lot into which the
Subject Property or any portion thereof has been subdivided,
9. 41Lendcr." is definecl as any savings and loan
assoeiatiozi or other financial institution which shall make
any construction or permanent loans secured by' a deed of
trust on the leasehold interest of: the Subject Property,
or any portion thereof, acquired by or through Deane under
the Muster Ground Lease.
"Buyer" is defined to mean each person who
is a purchaser of any structure located on the Subject
Property or any portion thereof or each person who is a
sublessee of any lot.
11. "City" is defined as the City of Huntington
Beach, California.
12. "Interested party" is defined to mean any
lender, buyer, the City, Signal, or its successor in interest
under the Newland and/or Thornburgh Leases, or any. port.Lons
thereof, and Deane, or its successors in interest under the
Master Ground Lease, as to any portion of the Subject
Property.
13. "Tract map" shall be defined to mean an}' S:
final subdivision tract map filed with respect to any
` portion of the Subject Property.
14. 11Sales contract" is defined as any written
agreement entered into between Deane or its successor in ,
interest and any buyer for the purchase and sale or lease -
of any portion of the Subject Property.
-3-
15. "Sub-lease" is defi.ncd as any sub-lease entered
into between Deane or its successor in interest, and a buyer
relating to any Iot.
ARTICLE H. Facts
This Trust Agreement is made with reference to the
following facts;
1. Deane has entered into the Master Ground Lease
for the purpose of subdivision and development of Subject Property
and in connection therewith Deane, or its successor in interest,
intends to cause such lots to be improved by constructiiig thereon
single--family residences and other structures; to cause such residences
and structures to be sold, and to sublet such lots. to members-of
the public.
2. In connection with the subdivision and development
of the Subject Property, Deane, or its successor in interest,
intendsto cause tract maps to be filed of record which will
sfiow streets intended for the use of the lot owners in the suli-
' •. division, their licensees, visitors, tenants and servants, and
with respect to which said streets, Signal and Deane will offer
t „ for dedication for public use only their respective leasehold
interests therein, but the fee therein will not be offered for
• z
dedication for public use upon the recording of such tract maps.
. � Deane and Signal have entered into an agreement with the City
wherein and oinereby Deane and reed to cause the Signal have a
• g g
fee to such streets to be dedicated for public use when Signal _
:►acquires the fee to the Subject Property upon the exercise .
of the option provided under the Newland and Thornburgh Lewes,
h
respectively.
' -4-
...... ...:
3. In connection with the subdivision and develop-
ment of the Subject Property, Deane intends to obtain con-
struction and permanent loans from lenders, secured by deeds
of trust on the le:schold interest in the individual lots
acquired tinder the Piaster Ground Lease.
4. Deane and Signal dcsire to assure that:
(a) No default or breach will occur under
the Newland Lease, the Thornburgh Lease or the
Piaster Ground Lease;
(b) If a breach or default_ shall occur
under the Newland Lease, Thornburgh Lease or
the Piaster Ground Lease, such breach or default
shall be cured within the time specified in the
respective leases, and that the right, title or
}. a. r :• interest of any interested party, as said term
is herein defined, shall not be adversely
affected by any such breach or default;
(c) The Subject Property will be purchased
land acquired by Signal under. the Newland and
Thornburgh Leases respectively, and as provided
in said leases, at the earliest date upon which
such options can be exercised;
(d) Upon the exercise of the 'respective
options under the Newland and Thornburgh Leases:
(i) the fee to the streets as sh wa
on any subdivision tract map recorded prior
thereto will be dedicated for public use
to the City or its successor in interest.
5-
the fee to any lot to which any buyer
is entitled will be conveyed to such buyer at such
lime as he is entitled thereto.
ARTICLE •111, Exercise of Options
1, Signal hereby assigns, transfers and conveys to Trustee,
•, in trust, for the benefit of all• interested parties, as said term is
herein defined, the right and option to purchase Parcel. I as provided
in Paragraph 3 of the Newland Lease, and Parcel 2 as provided in
SM
Paragraph 3 of the Thornburgh Lease, and Signal hereby irrevocably
instructs and directs the Trustee to exercise the said options upon
the earliest dates and at the earliest time permitted under the
Newland and Thornburgh Leases respectively, Signal hereby undertakes
land agrees that, to the extent that the monies provided by Signal
thereunder are insufficient for said purpose, it will pay to the
Trustee the monies required for the purchase of said Parcel I and
Parcel 2 prior to the date upon wl 'ch the option to purchase said
parcels is to be exercised as here. .iafter provided and in accordance
with the terms hereof.
2. Trustee undertakes and agrees to exercise the options
to purchase Parcels I and 2 under the Newland and Thornburgh Leases
at the earliest time permitted under said leases, This undertaking
land agreement is expressly made for the benefit of all interested
p arties as that term is defined herein other than Signal., its
successors or assigns, and is not conditiorid upon the performance
by Signal or Deane of their obligations under this instrument.
3. Upon the exercise of the options under the Newland
and Thornburgh Leases, the Trustee shall hold, dispose and dis-
tribute title to said Parcels 1 and 2 respectively, as follows:
(a) Provided that Signal or its successors or
assigns are not then in default hereunder, Trustee
shall assign, transfer and convey to Signal, or its
f successors or assigns, the following:
(i) Title to any 'and all portions of said
parcels 1 and 2 and the rights in said parcels
s
IMIN
i set forth and descril- .d in Exhibit "A" attached
to the Master Ground Lease, and by this reference
made a part hereof, which have been reserved by
Signal pursuant to said Master Ground Lease for
its own use and benefit and which are not included
in the Subject Property; �
(ii) Any portions of Parcel 1 and Parcel 2
excluded ...id excepted from the leased premises
pursuant to the provisions of Paragraph 3. 1 of
Article TIT of the raster Ground Lease;
(iii) Such portions of said propert,, referred
to in Section .3.6 of Article III of the Master
Ground Lease with respect to which the rights and
interests of Deane or its successor in interest
terminated pursuant to the 'provisions of said
Section 3.6 of Article III; and
(iv) Such portions of said property with
respect to which Signal has theretofore terminated
the Master Ground Lease.
At the time of the exercis% of the option and pre-
paratoxy to the assignment, transfer and conveyance of any portion
\ of the property not transferable to Deane Brothers, its successors
or assigns, by virtue of the provisions of the Master Ground Lease,
Trustee shall notify Signal of its exercise of said option. '
Within thirty (30) days of receipt of such notice, Signal shall
certify to the Trustee as to such portions of said property to
be conveyed to Signal pursuant to Sections (ii) , (iii) and (iv) .
of Pari,,,raph 3 (a) of this Article III, and Trustee may rely
��upon any certificate signed by an officer of Signal certifying
that Signal -s entitled to a conveyance of such portions of
said property in accordance with the terms of the Master Ground
Lease.
(b) The Trustee shall dedicate or confirm the
dedication f-c public use any and all pertions of said
\I
property shop--m as streets of any tract map theretofore
filed of record by Deane, or its successor in interest,
and all portions of said property which Signal and
Deane may have theretofore agreed to dedicate for pub-
lic use pursuant to any Agreement between Signal, Deane
and the City,
(c) From time to time thereafter, the Trustee shall,
upon written request from Signal, accompanied by a certi-
ficate signed by an officer of Signal to the effect that
Signal is entitled to a conveyance of additional par-
tions of Parcel 1 and Parcel 2 under and pursuant to the
terms of the Master_ Ground Lease, convey such portions
of said property to Signal but only after giving Beane
twenty (20) days written notice of its intent so to do.
Should Trustee receive any written objection to such
conveyance from Deane within said twenty (20) day period,
then and' in such event -Trustee shall have the ribht to
withhold any action upon such written request from
Signal for such conveyance, and Signal and Deane agree
to hold Trustee harmless against any loss, claim or
liability arising out of or based upon Trustee' s failure
to make such conveyance as contemplated by this sub-
paragraph until such dispute between Signal and Deane
has been determined by agreement or judicial action.
(d) The Trustee shall convey the fee to all of
the lots which have been sold to buyers and with
respect to which the buyers are then entitled to
receive title under the terms of any sub-lease
assigned to the Trustee pursuant to any Declaration
of Trust entered into by Deane
in connection with the subdivision and developincitt of
each tract of the Subject Property as hereinafter
provided in Paragraph 2 of Article V hereof.
(e) The Trustee shall hold title to all lots which
have been sold or sublet to buyers for the benefit of
such buyers and for the benefit of Deane or Deane' s
! successor in interest as their interest may appear
" until such time as such buyers are entitled to receive
title thereto under the terms of the sales contracts
or _subleases entered into by such-buyers with Deane
or its successor in interest-, or until Deane or its
successor in interest is entitled to the title by the
terms of such sales contracts or such subleases.
(f) The Trustee shall from time to time upon
written request from Deane, accompanied by a certificate
signed by an ofricer of Deane to the effect that Deane
r .
or Deane's successor in interest is entitled thereto,
convey to Deane or Deane's successor in interest any
and all portions of the Subject Property for which
payment has been made in full to Signal and which are
not then subject to any sales contract or subleases
assigned to Trustee under any Declaration of Trust
made pursuant to Paragraph 2 of Article V hereof,
whereupon any and all obligations or liabilities of
Trustee to all interested parties, as said term is
herein defined, shall cease insofar as such property
is concerned,
ARTICLE IV. Maintenance of Newland and
Thornburh Leases.
1, Signal undertakes and agrees to maintain in full
force and. effect the Newland and Thornburgh Leases in a current
non.-default status and agrees to cure any and all defaults
which may occur under the terns of said Leases, or either of
oh m, 3 at any time: or from time to time throughout the existe.ice
of this Trust or until the option to purchase Parcels ►,Tos•
•
OR 1 mum
1 and 2, respectively, have been exercised as -herein provided.
2. In the event Signal fai]_s to pay and discharge,
or cause to be paid and discharged when due, and payable, any
rent or any of-.her n her charge upo or. in.connection N•rith Parcels
-Nos. 1 and 2 to be paid or discharged by Signal. under_ the terms
of the Newland and/or Thornburgh•Leases respectively, or should
Signal fail to cure any other breach or default which might. ,
occur under the Newland and/or Thornburgh Leases within ten
Mays after written notice from Trustee, then Trustee .shall pay
any such rent- or other charge upon or in connection with the
'leased premises or settle or discharge any action ther?f_or or
cure such breach or default, and Signal undertakes and abrces
to reimburse Trustee and to hold Trustee free and harmless
from any loss which it may sustain by reason thereof. The
undertaking of Trustee under this Paragraph 2 of Article IV
is made expressly for the benerit of all interested parties,
as said term is defined herein, other than Signal, or its suc-
cessors or assigns , and is not conditional upon the performance
by Signal and/or Deane of their respective obligations under
this instrument.
3. Signal undertakes and agrees to notify the Lessors
under the Newland Lease and the Thornburgh Lease, respectively,
that all notices and other communications for Lessee which are
required or permitted under the Newland and Thornburgh Leases,
respectively, are to be sent to Trustee instead of Signal, to
>t
the end that the Trustee may receive any and all notices and
i
ether communications pertaining to the said leases, or either
of 'them, including without limiting any and all notices of any
breach or default under said leases. Upon receipt of any
notice of default or breach under the Newland and/or Thornburgh
Leases, Trustee undertakes and agrees to forthwith notify Signal
and. Deane in writing and furnish to Signal and Deane a copy of
• such t:otice.
SKIPA_ ,
4. In order to secure the performance by Signal of
its obligations under the Newland and Thornburgh Leases . Signal
. hereby assigns to Trustee all of its right, title and intcrest
in each of said leases , and all of its right, title and interest
as Lessor of the Master Ground Lease. The assignment for security
effected by this paragraph shall b'e distinguished from the abso-
lute assignment of the options under the Newland and Thornburgh
Leases which was effected by Article XIS of this instrument.
The assignment for security herein effected shall be on the
following terms and conditions:
(a) Until foreclosure, as hereinafter described,
by Trustee of the security herein given, and except as
otherwise herein provided, Signal may collect at the
time of, but not before, the date provided for pay-
ment, all rents, income and profits arising out of
the Piaster Ground Lease and may retain use of and
• enjoy the same. Similarly, Signal may until fore-
closure, as hereinafter described, exercise all of
the ,rights and privileges of Lessor under said Piaster
Ground Lease and as Lessee under the Newland and
Thornburgh Leases; -
(b) If Trustee has cured any default under the
Newland and/or Thornburgh Leases as provided in
Paragraph 2 of this Article IV, Trustee shall notify
Signal in writing that it has cured such default and
shall concurrently make written demand upon SigrLal
for reimbursement as provided in said Paragraph 2.
Should Signal fail to• reimburse Trustee for the cost
and expenses incurred by Trustee in curing such
default within thirty (30) days after receipt of ,
such notice and demand, then the security effected
by the assignment herein shall. be deemed foreclosed
as of the end of, said thirty-day period with respect
to Signal 's interest in and to the said Lease (Newland
or ''hornburgh, as the case may be) under which default
was so cured by Trustee and Signal's interest in and
to the Master Ground, Lease insofar as it relates to the
property which is subject to the lease under which the
said default was cured, and Signal 's assignment of such
interest in such leases shall become absolute.
F . (c) The vesting in Trustee of the interest of
Signal as Lessee of the Newland and Thornburgh Leases
and as Lessor of the Master Ground Lease shall be' sub-
ject to the rights of Deane as Lessee of said Master
Ground Lease, and shall be subject to the rights of
any sublessees or assignees of Deane, and shall be
further subject to the rights of any holder of any
lien or mortgage against the Subject Property which
is the subject of the Master Ground Lease, which said
lien or mortgage-has been or may be acquired in good
faith and for a valid consideration.
5. In order to further secure Trustee ag&J_nst loss by
;.`,:• •, . reason of any breach by Signal of any covenant herein contained,.
'Signal hereby agrees to deposit with Trustee the sum of $750,000.00
'within fifteen (15) months from and after the execution of this
Agreement or at least thirty (30) days prior to the issuance by
Trustee of any policy of title insurance hereunder on the,Subject
Property or any portion thereof to Signal, Beane, or any interested
s party, as said term is herein defined, whichever shall first occur, '
*.. - -.. Upon receipt of any request by Signal, Deane, or any interested
party, as said term_is herein defined, for a policy of title
insu- nce on the Subject Property or any portion thereof, Trustee
sha`11 give S.i.gnal written notice of such request, and within
thirty (30) days after receipt of such written notice Signal
shall: deposit with Trustee the said sum of $750,000.00, anything
herein contained to the contrary notwithstanding. The said sum
s
of $750,000.00 so deposited by Signal. with Trustee shall be held,
used and distributed by Trustee as follows:
(a) In the event that Signal fails to pay and
discharge, or cause to be paid or discharged when due
and .payable, any rent- or other charge to be paid• o):
discharged by Signal uiicler the Newland and/or Thornburgh
t
Leases, respectively, or under the terms of this Agree-
ment, within ten (10) clays after written notice from
Trustee, then Trustee may use so much of the monies
ther, r,n deposit with 'Trustee under this Paragraph 5
as may be necessary to pay such rent or other charge
upon or in connection with the leased premises or
settle or discharge any action therefor, or cure such
breach or default.
(b) Should Trustee use any of the monies so de-
posited by Signal pursuant to this Paragraph 5 as
aforesaid, Signal undertakes and agrees to redeposit
with Trustee an amount equal to the sum so used by
Trustee within ten (10) days after receipt of written
notice from Trustee that such sum has been so used by
Trustee.
_.' (c) • The sums so deposited by Signal pursuant to
ehis Paragraph 5 shall be reduced and shall be dis-
:tri.buted and returned to Signal a1;-follows:
(i) $100,000.00 when Trustee shall hold on
deposit the sum of $100,000.00 in the Signal
-Purchase Payment Account to be established pur-
suant to ARTICLE VI hereof;
(ii) $100,000.00 when Trustee shall hold on
deposit the sum of $200,000.00 in said Signal
Purchase Payment Account;
(iii) $100,000.00 when Trustee shall hold
on deposit the sum of $300,000.00 in the said
Signal Purchase Payment Account;
(iv) $100,000.00 when Trustee shall hold on
deposit the sum of $40031000.00 in the said Signal
Purchase Payment Account;
' (v) $1.06,000.00 when Trustee shall hold on
•deposit the sum of $500,000.00 in the said Signal.
Purchase ,Payment Account;
(vi.) $100,000.00 when Trustee shall hold on
t '
deposit the sum of $600,000.00 in the said Signal_
Purchase P, mein Account;
(vii_) $100,000.00 when Trustee shall hold on
deposit the sum of $700,000.00 in said Signal
Purchase Payment Account;
(viii) $50,000.00 when Trustee shall hold on
deposit the sum of $750,000.00 in said Signal
Purchase Payment Account.
(d) Any monies deposited pursuant" to this Paragraph
5 which then remain an deposit with Trustee shall be
used by Trustee for the purpose of paying the purchase
price to be paid by Trustee upon the exercise of the
captions under the Newland and Thornburgh Leases, * re--
i! ,"' spectively, in accordance with the provisions of ;
ARTICLE III hereof,
i (e) In lieu of depositing cash with Trustee pur-
t : '' swan` o this Paragraph 5, Signal may at any time or
t.. from ._Lme to time furnish to Trustee a corporate surety
bond (in the form attached hereto marked EXHIBIT I) in
the penal sum of the $750,000.00, or such lesser sum
as may then be required to be on deposit hereunder by
reason of the accumulations in the Signal Purchase
Payment Account in accordance with subparagraph (c)
of this Paragraph 5, the condition of the bond being
that in the event Signal fails to pay and discharge,
` 15
. •1
. c
or cause to be paid or discharged V.11et1 due and pay-
able, any rent or charge to be paid or discharged by
Signal under the Newland and/or llioraburgh Leases or
tinder .the tet•1ns of this Agreement (including 1•:ithout
limiting the deposit to be made pursuant to subpara-
graph (f) hereof) , the obligor ur,ler said bond (the
bonding company) will pay to Trustee the full pedal ,
amount of said bond (the sum of $750,000.00 or such
lesser sum as may then be required to be deposited
hereunder by reason of the accumulations •i_n the
Signal Purchase Payment Account) .
(f) In the event that Signal elects to furnish
a bond in lieu of cash pursuant to subparagraph (e)
hereof, and said "bond is for a term of years, Signal
undertakes and agrees that Signal will, at least
three (3) years prior to th.e expiration of the ter'M
-of said bond, deposit with Trustee an amount equal
to the sum then required to be deposited with Trustee
is
pursuant to this Paragraph 5 after giving effect to
the provisions of subparagraph (c) hereof..
(g) Any monies paid to Trustee by the obligor
i
under any such bond furnished by Signal hereunder
shall be held, used and distributed by Trustee in
i
accordance with the provisions of this Paragraph 5.
6. The remedies herein provided for the benefit of
Trustee shall be cumulative and shall be in addi„ion. to any r
' remedy provided by law or in equity. ---
7. Signal undertakes and agrees' that it will n, t 1
assign, transfer or convey any interest under the Newland and
z
Thornburgh Leases without the prior written approval. of Trustee, ?
provided, however, that Signal may, without such prior written
approval., assign its interest under the said Newland and Thornburgh
Leases to an entity, including, without limiting, a subsidiary
or- successor entity, which has a net worth of not less than
$9,000,Ouv.00 ($6,000,000.00 ,to cover the maximum liability for
rentals, and $3,060,000. 00 to cover the purchase price) over
and above its equity, if any, in the Newland and Thornburgh
.eases and/or the Master Ground Lease.
ARTICLE V. Maintenance of Master: Ground Lease
and Declaration of Txust by Deane.
1. Deane undertakes and agreas to maintain in full
l • (;
• t
force and effect the Master Ground Lease in a current and
non-default' status and agrees to cure any and all defaults
which may occur under the terms of said lease at any time
or from time to time during the existence of this Trust-.
2. Deane agrees that in connection with the sub-
division and development of each tract of the Subject Property,
it will enter into a Declaration of Trust with the Trustee
in the form hereto marled Exhibit "A" and incorporated here-
in by reference, and will assign to the Trustee for collection
all. sales contracts or subleases which it or its successor
in interest may enter into with buyers in connection' with
the development of the Subject Property.
3. In the event Deane fails to pay and discharge,
or cause to be paid and- discharged when due and payable, any
rent or other ,t urge upon or in connection with the Subject
Property, to be paid or discharged by Deane under the terms
of the Master Ground Lease, or should Deane fail to cure any
other breach or default which might occur under said Master
Ground Lease within ten (10) days after written notice from'
Trustee, then Trustee may (but is not obligated so to do)
pay any such rent or other charge upon or in connection with
Ithe leased premises or settle or discharge any action there-
. �.
for, or cure such preach or default.
Signal and Deane undertake and agree to serve
upon Trustee a copy of any notice of default permitted or
required under the terms of the Master Ground Lease concur-
rently with the service of. such notice upon each other.
5. In order to secure the nerformance by Deane of
• its obligations under the Master Ground Lease, Deane hereby
MUM
"- assigns to Trustee all_ of' itsright, title and interest as Lessee
in said Master Ground Leasc> The assignment effected by this
paragraph. is for security only. Said assignment for security
shall be on the following terms and conditions:
(a) Until foreclosure, as hereinafter described
by Trustee of the security herein given, and except as
herein otherwise provided, Deane may enjoy all of the
rights of said Lessee under said Master Ground Lease,
subject to Deaae's obligations as Trustor under the
Declaration of Trust incorporated by reference above
• as Exhibit "A".
(b) If Trustee has cured any default under the
Master Ground Lease as provided in Paragraph 3 of
Article V, Trustee shall notify Deane in writing that
. r • Trustee has cured said default and shall make written
demand upon Deane for reimbursement as provided in
said paragraph. Should Deane fail to reimburse Trustee
for costs and expenses incurred by Trustee in curing
said default within thirty (30) days after receipt of
such notice, then the security effected by the assign-
ment herein shall be deemed foreclosed as of the end
of said thirty (30) day period and Deane's assignment
- of its interest in the Master Ground Lease shall become
absolute, and such assignment shall. include any rights
reserved to Deane under any prior assignment of its
interest under the Master Ground Lease.
(c) The vesting in Trustee of the rights of
Deane under said Master Ground Lease shall be subject
• to the rights of Signal as Lessor of said Master Ground
Lease and shall be subject to the rights of any buyers
or sub-lessees or the rights of any persons to whom
Deane has made an assignment of any of its interest
undez •the-Master Ground Lease with the consent of
Trustee, as hereinafter provided, and shall. be
further subject to the rights of any ho'.der of ally
lien or mortgage against said property which has
' been or may be acquired in good faith aad for a
valid consideration. The vesting in Tr,]stee of the
rights and obligations of Deane under said Master
Gro, nd Lease shall also be subject to the De is •ati.ozi
of Trust incorporated by reference above as Eylilibit
"All
6. Deane undertakes and agrees that it will not assign,
tzansfer or convey any interest under the Tiaster Ground pease with
out thti prior written approval of Trust.-ep; provided, however, that
such prior vri.tten approval shall. not be required in connection
with any sales contract or sublease entered 3.rtto with a buyer or
in connection wit-li -che execution of any deed of trust in favor
of any Lender.
ARTICLE VI. Receipt and Disbursal of Payments
By Trustee and Establishment of
Reserve Account.
1. Deane undertakes and "agrees that concurrently with*
giving Signal notice of its intention to place parcels under
development, as provided under Paragraph 3.1 0£ Article Ili. of
the Mastcr Ground Leases it will furnish a copy of such notice to
Trustee and shall. indicate in each such r..o4iee the total number
of gross acres included in such parcel which shall be used by the
Trustee for the purpose of determining the rentals and purchase
' payments payable by Deane to Signal under Paragraph 4.1 of
Article 4 and Paragraph 14.1 of Article 14 respectively of the
Master Ground Lease. F
2, Trustee shall-establish the follo= :ng trust accounts;
(a) Signal Rental Account ;
(b) 'Signal Purchase payment Accounts
_ f
(c) Signal Surplus Account.
(d) Deane Reserve Account.
• _ a1S_
y Trustee from each3, The monthly paymcnUs received b .
of: the sub trusts created by Deane, plirsuant to Paragraph 2 of
ARTICLE V of this Agrn_ement, shall bc 'ellocatcd to the accounts
referred to in Paragraph 2 of' this ARTICLE YI, and. sh,all be re-
tained wad disbursed by Trustee as follows:
(a) Commencing 171_th the lst day of March, 1969, .
all payments received by Trustee from the said sub-trusts
shall be allocated to the Signal .Rental Account until such
account reaches the total sum arrived at by multiplying the
total number of rc .s acres then under development- by the
sum of 1,1;50.00, and thereafter all such allocations shall
be made to the Deane Reserve Account until a disbursert:ent
is made from said Signal Rental Account to the Signal Pur-
chase Payment Account, as hereinafter provided, at which
time Trustee shall again allocate said payments to the
'Signal_ Rental Account until such account+ again reaches the
total sum arrived at by multiplying the total number of
s •' ; gross acres then under development by the sum of $1,050.00.
Trustee may from time to time reduce the at,ount to be so'
accumulated and hold in the Signal Rental Account such
•.. G
{ , amounts as Trustee in its sole discretion may determine
to be reasonably required to secure Deane's obligations
under the Master Ground Lease as hereinafter provided.
(b) Trustee shall from time to time, upon written
instructions of Deane - .; for the account and risk of Deane, d
anvest and reinvest such part of the monies on deposit i=i
the Signal Renta'� Account as Trustee, in Its sole discretion,
shall determine are not currently required to meet: the quar-
terly payments to be made to the Signal Purchase Payment
Account, in securities of the United States of America, or
any agency thereof, in municipal bends having a Moody's "All
gating, or in any securities traded upon the New York Stock
ay be deposited upon the written
Exchange, or such funds m
instructions of Deane in an interest-bearing time deposit
or. savingsaccount, Trustee shall be and hereby is fully
en:;)owered to sell -,y obligations or securities purchased
by it pursuant to this subparagraph (b) at the then market
value in order' to provide cash to make any payments required
to be made hereunder by Trustee from said account, Trustee
may hold such obligations or securities so purchased by
it hereunder, whether in its own name or street name, with-
out any responsibility othe than the safe keep.Lng ther_of..
Interest or dividends received by Trustee on any such
obligations. or securities in each calendar year shall be
•distri.buted to Deane within ninety (90) days after the
end of such calendar year.
Should all or any part of the monies on
'deposit in the Signal Rental Account be investr3 in any
calendar year as herein provided, then and in such event
Trustee shall, within sixty (60) days followinl,, the end
of such calendar year, determine and notify Deane in
writing as to the fair market value of the monies and
securities on deposit in said account as of the last busi-
ness day of such calendar year, indicating in such notice
tfie amount,, if any, whereby said total fair market value
is more or less ',han the total amount which would have
been on deposit in said account as of the said date had
no such investments been made by T-u.stee. Deane shall
have the right at any time within thirty (30) days aft
-receipt of such notice from Trustee, to withdraw, and
Wustee shall, upon receipt of written notice within said
thirty (30) day period from Deane requesting Trustee so
to do, deliver to Deane, cash or securities in an amount
not to exceed the" amount, if any, of such excess on deposit ,
in said account. Similarly, upon receipt of written
icquest from Trustee so to do, Deane shall deposit- with
Trustee in said account an amount equal to the amount, if
ai,T,, whereby said account is so deficient.
(c) Cortviiencing* on the 12th day of September,
1969 and quarterly thereafter for the period hereinafter
1
• r
provided, Trustee shall wi-t-tulraw i:rom the Signal. Rental
Account and shall distribute to the Signal Purchase Pay-
-m-,nt Account to apply on the rentals and purchase pay-
ments payable to Signal pursuant to ARTICLE IV and
ARTICLE XIV respectively of the Master Ground Leaser
a sum arrived at by multiplying the total number of
gross acres under development by the sum of $525. 00.
All monies allocated to the Signal. Purchase
Payment Account pursuant- to this subparagraph (c) of
this Paragraph 3 up to the sum of $100,000.06 so
allocated in any calendar y,nr shall be retained by
Trustee in the Signal Purchase Payment Account, to be
held and used by Trustee as hereinafter provided,
Furthermore, in the event that the Piaster Ground Lease
shall be terminated by reason of Deane's default
thereunder or hereunder, all rentals and payments
received by Trustee and/or Signal from the Subject
Property ?.p to the sum of $100,000.00 in each calendar
year shall be paid to or' retained by Trustee, as the
case may be, to be deposited in the Signal Purchase
i r:•' Payment Account.
Any sums allocated to the Signal Purchase
Payment Account pursuant to this subparagraph (c) in
excess of $100,000.00 in any calendar year shall be
allocated to the Signal Surplus Account, provided,
furthe;c, that 3.;Hen Trustee has ac:cuinul.ated the total
Sum of $3,060,000,00 in the Signal Purchasc� Payment.
Account, all monies allocated to the Signal Purchase
Payment Account pursuant: to this subparagraph (c) of
this Paragraph 3 shall be allocated to the Signal
Surplus Account,
(d) The monies on deposit in the Signal Purchase
Payment Account shall be held, adininister`d and used
VA
h
by Trustee as follows:
(i) Trustee shall use .the sums accumulated
in the Signal Purchase Payment Account for the
purpose of paying the purchase price to be paid
by Trustee upon the exercise of the options under
the Newland and Thornburgh Leases respectively
in accordance with the provisions of ARTICLE III '
hereof;
(ii) In the event Signal fails to pay and
discharge, or _ iuse to be paid or discharged when
due and payable, . any rent or other charge to be
paid or discharged by Signal under the Newland
and;or Thornburgh Leases, respectively, or under
the terms of this Agreement, within ten (10) days
after written notice from Trustee, then Trust,
may use so much of the monies then on deposit _a
the Signal ?urchase Payment Account as may be
necessary to pay such rent or other charge upon
or in connection with the leased premises , or'
settle or discharge any action therefor, or cure
such breach or default. Should Trustee use any
of the monies on deposit in said Signal Purchase
Payment Account to cure any such default as
aforesaid, then and in such event Signal under-
takes and agrees to reimburse the said Signal
Purchase Payment Account for the amount so used
I
j
by Trustee within ten (10) days after receipt of
the written notice from Trustee that such sum has
been so used Ly Trustce;
(iii) Trustee shall from time to time, .upon
written instructions of- Signal and for the account
and risk of Signal, invest and reinvest all or any
part of the monies on deposit in Lh,� Signal Purchase
• Payment Account and t ;e monies deposited pursuant to
Paragraph 5 of ARTICLE 1V hereof, in securities of
the United States of America, or any agency thereof,
in municipal bonds having a Moody' s "A" rating`, or
in any securities traded upon the New York Stock
Exchange, or such funds may be deposited upon the
writ!-en instructions of Signal in an interest-bearing
time deposit or savings account. Trustee shall be
and hereby is fully empowered to sell any obligations
or securities purchased by it purstzanu to this Para-
graph at the then market value in order to provide `
cash to make any payments required to be made hare-
under by Trustee. Trustee may hold such obligations
or securities so purchased by it hereunder, whether
in its own name or street name, without any responsi-
bility other than the safe keeping thereof. Interest
{ f; or dividends received by Trustee on any such obli.-
gations or securities in each calendar year shall be
_
distributed to Signal upon Signal's written requestj.
within ninety (90) days after the end of such calendar
year.; . provided., however, that should Signal .fail
to request the distribution of such income within
t' said ninety (90) day period, then and in such -event
such income shall be added to and shall become a part
of the Signal Purchase Payment Account; provided,
further, that .any and all accumulations in excess
of $3,060,000.00 shall from time to time be distributed
to Signal.
(iv) Should all or any part of the monies on de-
posit in the Signal Purchase Payment Account be inves.tec
in any calendar year as-herein provided, then and in
such event Trustee shall., within sixty (60) days follow-
ing the end of such calendar year, determine and notify
Signal in writing as to the fair market value of the
monies and securities on deposit in said account as of
the last business day of such calendar year, indicating
in such Notice the amount, if any, whereby said total
fair market value is more or less than the total amount
which would have been on deposit in said account as
of the said date had no such zZvestments been made
by Trustee.' S- nal Fhall have the right, at any time
within thirty (30) days after receipt of such notice
• ."• : from Trustee, to withdraw, and Trustee shall, upon
' receipt of written i_otice within said thirty (30) day
period from Signal requesting Trustee so to do, de-
liver to Signal, cash or securities in an amount not
to exceed the amount, if any, of such excess on
deposit in said account. Similarly, upon receipt
of written request from Trustee so to do, Signal
' small deposit with Tr'sstee in said account. an amount
equal to the amount, if any, whereby said account is
i so deficient, "
(e) All monies allocated to and deposited in the Signal
S,.irp,lus Account shall be distributed to Signal quarterly
or upon demand of Signal.
' (f) It is understood and ,agreed trial under the pro- y
visions of ARTICLE IV and ARTICLE XIV respectively of the
Master Ground Lease, Deane is required to make the following
1�
payments based on the number of acres of the .Subject Prop-
erty placed under development by Deane:
(i) Rental payments of $300.00 per year per
acre, ar $75.00 per*quarter per acre;
(ii) Purchase payments of $1,800.00 per year
per acre, or $450.00 per quarter per acre.
The purchase payments are to be made for a period of 30-1/4
years. it is agreed, therefore, that when such rentall, and
purchase payments have been made for a period of 30-1/4
years with respect: to any parcel placed under development,
'%` amounts to be allocated -to the Signal Rental Account,
as pravided. in subparagraph (c) of this Paragraph 3, shall
be proportionately reduced by the number of acres contained
in the parcels with respect to which the purchase pa)mients
have been completed, and such parcels shall no longer be
'. ' deemed to be under development for the purposes of said
subparagraph (c) of this Paragraph. 3. Distributions
made hereunder to the Signal Purchase Payment Account
as provided under subdivision (c). of Paragraph 3 of this
ARTICLE VI, shall constitute payment by Deane to Signal
of the payments to be trade by Deane under the provisions
of ARTICLE IV and ARTICLE XIV respectively of the Master
Ground Lease. .r
(g) All monies allocated to and deposited in the
Deane Reserve Account shall be .:istributed to Deane at
` ''' = intervals or upon demand of Deane, less an amount '
sufficient to cover Trustee's compensation hereunder
and less a reasonable ;reserve as may be set by 1?cane
to meet contingencies,
(h) Trustee may from time to time deduct from '
amounts distributable to Deane hereunder amounts suf-
ficient to cover Trustee's compensation here,_inder.
(i) Should the moni.cs to be allocated to the
Signal Purchase Payment Account: pursuant to subpara-
graph (c) of this Paragraph 3 be insufficient in any
quarter to meet the quarterly rental and/or purchase
payment to be made under the provisions of ARTICLES
IV and XIV respectively of the Master Ground Lease,
ten (10) days prior to th.� date when such payments
; . are due, Trustee may withdraw the amount of such
J
deficit from the Deane Reserve Account and use the
same to make such payment; and in the even : t:he
monies then in the Deane Reserve Account are insuf
ficient, Trustee shall make written demand upon Deane
(a copy of which demand shall be sent to Signal) for
the amount of such deficit end Deane shall cause the ti
! amount of such deficit to be paid to Trustee within
said ten (10) day period for allocation to the
Signal Purchase Payment Account as provided in said
subparagraph (c) of this Paragraph'.
.J •
(j) Should Signal default in any of its obligations
T :.
under the Newland and/or Thornburgh Leases, Trustee may
resort.: to and withdraw funds from the Signal Surplus
Account to cure such default and to reimburse Trustee
for .ts costs' and expenses, 3.£ any, in connection there-
with.
4. If the sum df $3,060,000 O has not been accumu-•
'. �.1ated in the Signal Purchase Paymenc Account by July 1, 1996,
r
!Signal undertakes and agrees to deposit with Trustee on said date
cash or its equivalent in securities acceptable to Trustee in
t •
' an amount equal to the difference between the amount then on
deposit in said Signal. Purchase Payment Account and the said sum
'of $3,060,000.00, to be added to the Signal Purchase Payment Account
for the uses and purposes hercinabove provided, to be used by'
Trustee pursuant to the terms hereof.
Should Signal. fail to furnish Trustee with the
monies. required for the purchase of. Parcels 1 and 2 as herein
.. �a
provided, and Trustee is required to advance its o -m funds there-
for, Trustee may retain all monies otherwise allocable to Signal
pursuant to subparagraph (b) of Paragraph 3 of ARTICLE VI for its ,
own account until it has been fully reimbursed for any and all
sums and expenses so advanced by it,
5. In the event that at any time during the term of
this Trust-, and prior to the deposit of the purchase price of
the property covered by the Newland and Thornburgh Leases as
provided in Paragraph 4 of this ARTICLE VI, the total shareholders'
equity and/or the total net current assets (total current assets
less total current liabilities) of Signal and its subsidiary com-
panies as shown on the Consolidated Balance Sheet of Signal for
any year prepared by Signal' s accountants wand/or auditors shall.
be less than eighty percent (20%) of such shareholders' equity
and/or such net current assets, as sho,,rn on the Consolidated
Balance ,Sheet of Signal and its -subsidiary companies as of
December 313, 1963) or in the event that Signal makes an assign-.
ti
ment of its interest in the Newland and Thornburgh Leases in
accordance with the provisions of Paragraph 5 of ARTICLE IV
hereof, and the net worth of such assignee shall be less than
$9,000,000.001 either at the date of such assignment or at any
time thereafter,. then, and in either of such events, Trustee
shall have the right to withhold the distribution to Signal of
the monies distributable to Signal under subparagraph 3 (e) of this
ARTICLE VI hereof, and in lieu of making such distributions to
Signal place such sums into the Signal Purchase Payment Account
anti.). Trustee has accumulatcd such amount ao Trustee in its sole
discretion shall. r] n to be rcasonable a,, security for the pay-
ment : f Signal s `" -Lt ions Yiereundcr, including without limita"ion,
thb payme-at of all it,�.1s thereafter to become due under the Ncw-
land and Thornburgh and the payment of the purchase price
to be paid thereunder upon the exercise of the option to purchase
the property as contemplated by the provisions of ARTICL;s ill hereof.
ARTICLE VII. Amendment or Revocation of Trust.
1. This Trust Agreement is irrevocable.
2. This Trust Agreement may be amended by the written
agreement of all the parties hereto, provie-ed, however, that such
amendment- does not adversely affect the rights and interests of
: .: any interested party, as said term is defined herein, who acted
or relied or had a right to rely upon the provisions of this
Agreement. should Signal furnish a bond pursuant to Paragraph 5
of ARTICLE IV of this Agreement, Trustee agrees to furnish the
obligor under said bond with a copy of any amendment of this Agree-
ment within twenty (20) days after such amendment is executed,
ARTICLE VIII. Litigation and Related Matters.
As between the parties hereto, in no event shall Trustee
be required to arbitrate or detez-mine controversies which may «rise
between the parties hereto or among the parties hereto (exclusive
of Trustee) a,d other interested parties, as said latter term is
herein defined, near shall Trustee be required to institute liti.ga-
tion do behalf of the parties hereto or other interested parties
or to defend claims against Signal and/or Deane which may be brought
by persons not parties hereto including interested parties, ex-
clusive, of course, of Deane and Signal. However, Tru;;tee. may, in
its discretion, agree to defend or institute legal actions against J
persons and entities not interested parties, as said term is here-
in defined, subject to Trustee's receipt from any Such requesting
.,party of funds and indemnities in amount and form satisfactory to.
III IN 111!1111
it for use in the prosecution of any such actions.
If Trustee, by reason of its office hereunder or in
connection with its performance cf the duties imposed upon it by
Any Declaration of Trust subst-anti.ally in the form of the EYhil; ,,t
instrument which is, attached hereto, is involuntarily made
m party-defendant to any action brought by any party, including
but not by tray of limital.-ion, a party hereto or by any interested
party not a party hereto, and provided said action is not attri-
butable to Trustee' s negligence or willful misconduct in conned-
tion with its administrati_oT1 of accounts, including its processing
of and accounting for monies from time. *to time received, and dis-
bursed by it, or with respect to i, performance on behalf of
'Deax-e in the event of default tinder any sales contract, agreement
of sale or sublease (as said terns are defined hereunder and in
Exhibit "A" here-o) , and further provided that said action is
not brought for reasons ultimately determined to be attributable
to Title Insurance and Trust Company's breach of any liability
or obligaltion assumed by it with respect to its undertaking as
•a title insure; (as said undertaking is more specifically defined
in ARTICLE XI• balow) , said Trustee shall be entitled to aU costs
and expenses, including attorneys'• fees, incurred by it by reason
of _such 'action, and said Trustee or Title Insurance and Trust
Company shall have a first lien on the trust estate to the extent
of any fuds held by it or otherwise available to it hereunder.
Kotwithstanding any of the foregoing provisions, said
Trustee, by reason of its office hereunder and under the afore-
said related documents , retains its right generally to interplead
or seek other judicial relief as it from time to time determines ,
-to. be appropriate..
ARTICLE IX* Compensation of Trustee.
Trustee shall be entitled to compensation for its services
as set forth in Exhibit "B" attached hereto and by this reference
r
: + riiade a part hereof, which compensation shall be paid as provided
in said schebule
ARTICLE X. Term of Trust.
'• This trust shall terminate upon the happening of any of
the following events, whichever shall first occur:
1. At the expiration of the Master Ground Lease.
2. Upon the exercise of the options under the Newland
and Thornburgh Leases anal upon completion of allpurchase
payments to be made b;! Deane under ARTICLE XIV of the Master
' Ground Lease or upon the prior termination of the Master
` Ground Lease.
3. Twenty-one (21) years after the death of the last
survivor of the persons named and referred to as "Said
t :. -Persons" in the amendment dated April 5, 1963 to the New-
land Lease recorded in Book 6617 at page 970 in Official
Records of Orange County, California.
Notwithstanding anything herein contained to the con-
`' trary, it is expressly understood and agreed that this trust
shall not terminate upon the happening of the events described
in paragraphs 1 and 2 unless and until all of the rights and
. rid
rs.. .. interests of all interested parties, as said term is defined'
` herein, who acted or relied or had a right to rely upon the pro-
_ visions of this Agreement, have been fully satisfied and dis-
charged or othenaise secured, and in any and all events, Trustee
shall � tain all right and power hereunder to carry out the
z.. 'terms of the Trust Agreement, and shall retain -all right and
interest in the Cubject Property and in the Master .Ground Lease
: i assigned to Trustee hereunder so long as Trustee has any obli-
gat ion to any interested party, as said term is defined herein.
ARTYCLL XL. Liability Limitations.
As between the parties hereto, notwithstanding any other
pruvi_si:on herein contained or otherwise set forth in the Declaration
of Trust attached hereto as Exhibit "A" or in any Declaration
of Trust substantially in the form of said Exhibit "A" instru-
ment which may from time to time be executed as contemplated
hereunder, it is understood "and agreed that the obligations and
liabilities assumed by Title Insurance and Trust Company or
imposed upon it by this Master Declaration of Trust or by any
of the Declarations of Trust substantially in the form of the
aforesaid Exhibit "A" instrument (exclusive of any liabilities
under any such instruments which might arise from its negligence
or willful misconduct in the course of its administration of
accounts and with respect to matters pertaining to it:s •handling
of funds in its capacity as Trustee thereunder) shall- be limited
strictly to those obligations and liabilities which relate
to its undertaking as a title insurer
• i
•
P r '
O .
for the purposes and to the extent provided in any such instruments
i ` and in that certain other instrument entitled "Title Insurance
Agreement" which is attached hereto as Exhibit "C", and additionally,
as may be provided or determined in any policies of title insurance
from time to time issued by Title Insurance and Trust Company as
contemplated hereunder.
ARTICLE \II. Miscellaneous .
1. The rights and remedies provided in this Agreement
shall be cumulative and the resort by any party to any remedy
herein provided shall not be construed as a waiver of any other
xemndy or relief accorded to such party by the terms hereof or by
law or in equity.
2. Trustee reserves the right at the expense of the
trust estate to take whatever steps, including judicial action, ..
'. it deems proper in order to perfect its position in connection
with the foreclosure, as is herein provided, of the interests of
Signal and Deane under the Newland and Thornburgh Leases and the
Master Ground Lease, respectively.
3. Trustee may adopt and develop accounting procedures
acceptable to it so as to reflect the amounts allocated to the
Signal Purchase Payment Account which are attributable to the
payments received fsgm the sublessees of property located within
each of the specific parcels which are at any time or from time
to time developed as provided in Paragraph 3. 1 cf Article III of
the Master Ground Lease.
4. This Trust Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their re- x
. spective successors and assigns.
5. Notices arid. re:mittances sent pursuant to this
instrument shall be effective upon being posted in a United States
mailbox in a sealed envelope, postage paid, addressed to• the
c
party concerned at the following addresses:
Trustco: 433 South Spring Street,
Los A-,geles, California,
Si gmal: 101.0 Wilshire Boulevard, ;
Los .Angeles 17, California.
Deane: P. U. Box ],,
-Huntington Beach, California.
N WITNESS j'3EIEF'EOF, the parties have set their hands
and seals the day and year first above written,
"Signal": SIGNAL OIL AND GAS COMPANY
r'� f
YRESIDE.t"s
B IT_Qt
becretary
"Deane": DEANE BROTHERS t�
By
"Trustee": � .,-T-1 rfL-E—iNSURAN'CE AND TRUST C;O',PA-NY
By
• ��'Y _,,/J VICE 7ESi��
By
' ;+sry .r rcattAgy
• gIII A
—STOCK COMPANIES--
( ROYAL C:DE 11"Idl ' C1:.%T1•.IY >. GLOBE POV,.NiT( CUITANY :a t;EtiYARK 61SURANCE COMPANY• I ' '!: l':
- a aa•f>a,c a..r�,+.r•v• .. a raw> .. ,' .. a.«a•.n..a.c .n>^ t'r�I i" t
(III C
l CUEt t !;SUi•A}iCE C0,1, f,,IY Of ALIERIG4 >> A•:AMCM AND FO EIC I h;SURAlCZ M, IV Y Il
•1 � •n1,1 a.0..Aro,ul.n y a nan una c..rv.,non i�I I. r.
;:
t itiE lC iD9n 1t LA;iC.+Stiin_ii;SU •';C CO,LTD. i��`�;:: WECU„3D INSUR NCE CO',1PA+;Y . (I :,Lit"1
1IU4 a.r t>, 17 aM rr At.l ,1 _ •'jam ,A CO—ClK Cn\ranA—H
• :'�, �,1��J Nar(fatl,C:nal;lltvl iai� •I,,�
,:•. •� i - - ! P.'•4 f111L]Lil �+ iGk'ti1C3 to 2'IIl•
---Exavitivo Offic:t 10 stro.3% yori:,Now York 10038
KNO1tI Al,'., i:12N BY' 1.4:;;SE PB.FSI:NTS:
'till% ^ r t .- Lq nfVy. 1 P f -
't tt�c, Signal Oil �.:ld Gas Co:rrrny, a co_;o� t.a,., I,t-.c.^, .; c Led �. :Lncip,_l, .
•-d the Dn' n! Con]: -y, r» Co'.-^.`_..ay O��C:'.1 l znid c:::zt-inn- une-•t^,r 'nd by
;'a0 lat'15 Ci i:-10, St_'o Qf NCw:'O�:i, a^•Cl '_.L'C-oriscc: tQ tr i,.--act O::s1.cCs in tie St,-.to
2S SLIi'cty, lii:i Ci.n^ %r Ci aid S:lr�:y� arc ih Ole .a d f i:i mly t.oL-ld Unto
is Tide ,itsLlr.^_i,Ce and Tiuot COi21«'"."_ily, i]3 calledOi�l'.�CC, 1 h the sum �j�•Ij
I ; ^- ^nT a' n • .C.I`"" a AIii�:T'.C:1, for t:.. p:,.yT:lentr�l :,� •1• .
3,eTeinall'ter ret fori11, lar/Lul Iiio=y o_ t,10 lJ7]it a zatcs OL FFF .t
1:i tliliCh rJc?ll a71Ci truly i0 i a ma do,C', W3 bi,1Ci OL iCC14'e3, O,]r i1GirSP executors and
.uccessors, jQ,ntiy and .,evo.t-ally, firmly by Uiozz, prooe11•.s.
1,?ER ASt ::3 Princi;^1 On \Tt.lf 1, 1.�C;� t':tCi:Cl i;'.io .1 lc;1se v.gth Cl<_:ra J. !senor,
�I
>rle, Newland TzrboO. Cli:ltO:h C. '1'owl-nd Jessio U. Corbin and a10ih:1 D. 1C`llland ' I'
h1a w e� r W. T f V 1 rt__. w tzt s \".. l'.ly 0 t ^n 1�-'•', .`i +•
� •"15LC a OL tih3 � T. � CI ai;d J,Lti.':,. ,�.c'".t..,tt9, ul:, �CCUC; t ✓ a^.r:1G1:]Cl...d Ou OC_Ol:.,i J , •. '
.059 and April 5, �1963, and
_L 3,RF,ASr the Principal also On jay 1, 19EO cnt.Ored into a lease Vlith Lawrence O't;j
'A'llornburgh, and Ijulu %'. TiLornburga, a-.d
_ ,•,.:• V-!i-., RTAS, ti13 Princi, 1 on S..;_ea]t,..1 12, irJCJ e..:c.Oci ,r.tQ :t iU,4..r,er Ground
•!�, DCLease viitiara BroiheT3, a coypozct=oi, as arnerd; , a:nd I +1
;t
z ,•SEAS, ti a Prirci--�l. a c. L hava,
_ .r1L1 r,d L _,... ,.,LC G :i 2 CQiI;OraiO.. aS i t.atOT3,
` � v ucltered in'o a T`a,-'-- re^len' dntcd Fabr a=J 1, 1C✓^V tiii ".e G:.i'-0a, Ti
�tnc Trust
C as rn__+..w p t C, 1. U.. ram-. w i,.. .-• � _w
�'• IL•1SLIA 4^.nCQ W_CA 1rt:IiL �✓G111'Jw,y, 4J 11I.:1.C4, Y.•laCu ._:K 11L: L . j:\r.+l.•ri.lt �.QYL�i' J • j'1.�� t .
•: , 1.Oe the CSi4liii:7hrac 't Qi a Signal. I ::rrcl %c GL;1, a S•-]I:d iL'.'C.iajC P-yr.it?; iiCcoun
is aslcr'al. Surplus Account, ird C. Doa:.3 Resorvo AccoC:_":t, "_;]d a15Q riA.'1L. iOr i1 Ci
• -1VL-v; 01 sacur ity for tile Til^iili'.-u'.L.CO Gf 6%C NeCli:. d c Ld T%O:i bar;i] lv'a:3S, aJcl ,-
.
' ; • Wr:i;RFAS, the Obligee desires to secure -itself against loss by reason of the breach � f.
n C wy Signal Oil and Gas Company, a corporation, of any of those covenants contained
said Trust Agreement raoardin the payment o; rent or other charges as required ` I
i oy the terns of the Newland and Tnor::huroh leases, by requiring the Principal to w1,
deposit the su-m of $750, 000.00, or in lieu of such cash deposit, a corporate surety L.
bond initially ',n the amount o;_$750, 000. 00...... _ . _ ..:. ._. _ _.. !'.., }% •1 ,'-
` ti OF TITS OBLIGATION IS SUCH, tilat, if
1'J• �r -- CO�iDI L i0t L
1•.OW, 'TL r R,Jr O:jE, T:LL
Gignal Oil anti Gas Company, a corporation, shall indemnify the Obligee against" �;`lj ..-.1 ::
Liss sustained by the'Obligee by reason of the failure of the Principal to pay o •• t
(Mu se to he paid or discharged waen due and payable any rent or charge payab'e or rI\ II ;r
iQ be discharged by the Principal under the Newland oh• Thornburgh leases,
respectively, or under the terms of said Trust Agreernent, in acccrdiance with the..
r,blioations of said leases and said Trust A;reemant; then this obligatLon•is to he'.'
void;•etnervrisa to rall_ain. in full iorce and effect.
L .,I
• I••+ L •, t *.t I `I t , .,t �,•,; ' I` j.
II,1'I •.•� a
Ji• •�,t� .y , 1 , .r t I., :r � ,•.� 1 � i'• L � r f 1 7 `i 1;71 r\�t
it
. i � .. .'•-..I u,.rf r •• 'f•!r n••I r.n.. +.i . af'r.y-�,• .,..l n•- ' f,...r.. - r. r•.a .. ' 1
11ovised April 14, .1963 :', f I' EXHIBIT T i• ' �.�l
/' " ➢.aY.�rrr��r+J':-T-r•'* +•ear•v,.sr4'.I.I.r'�c-,.,-i.�Tf,rs.a ...�•s:t:f�r�--�..{+rr-�S.z-a-..+-e+..-.•-r.-•r.�s,.-. '[•',' S '
5
• pane ?. fond No.
This bond sh; . remain in full. force and effect for a pericci of ten and one-half
years (10-1/2) from the effective sate of the bona, wn:ch effective an shall
commence no Liter th-MI Sops ember, 1�,C-9, Duriiif�',- ti:C pe)•lod, of the Cif(':CtiVC LCrm'
• of this bond the )c,n;•lt hail be ::e:iuccd iri thL, foilovirn,; mannL.r, as fundsr.rc '• �•-•� ' •:{ : t.
`.accumulated in tho Signal Purchase payment Account pursuant to Article VX of tlio t '
_. .•Trust Agz•ecmcnt•
t _ Extent of Surety's Liability �1
At commencement date :; $750,000,
When Trustee shall hold on depc -tit the Burn of $100, 000. 00
1n the Si f;nal Purchase Payment Account 650, 000,00 �' I
' -.When Trustee shall hold on deposit t;,e scar: of $200, Ovu, 00
In the Signal Purchase Payment Account 550, 000.00
When Trustee shall hold on deposit the suns of $300,060.00 ,
in the Sig na? Purchase Payment Account . t' h50,OGO,
When Trustee shall hold on deposit the sum of $1100, 000.00 ,~ i
in the Signal Purchase Payment .Account 350, 000. 00 i.
' tFr:_en Trusteo shall hold on :iepcsit the sun, of $'-,00, 000, 00 : :�`•
_ in the Signal :purchase Payment Account `250, 000.00
When Trustee shall hold on deposit the sum o; $600, 000.00
the Signal Purchase ?payment Account 150, 000.00
,;•: When Trustee shall ho:d on deposit the sum oF$700, 000, 00 . ;
:.in the Signal Purchase Payment Account50, 000,00 '' t •r
'i When Trustee shall hold on deposit the sum of Y`;50,000.00
n the Signal Purchaso Pay inent•Accoditt Ivil ,
k.
_'' rI ,•7 t 1
Revised April 1�. 1860
• • , l l 1. 1 l , _ ,
r ,
,
•
w
�cE��ar
Dond No.
*CNX+1:,SS ALESS-Ph SUM,' ,, fit -, yam;. ram; v ,, .-• :., :;: I '.
Sl"?LT !:'� 'QU11-1 0 r-,2ASOi� 07 kr,.r
. . //•��iC�•/Ut'v Ukrt;il,`.1i`0�.�����••1����11 'k'r: S1C-:/�a�L k�UC{��.al�!.SL''. 7yi A'.Aw•+1\.l ::C�.OLTl',:!' ' t• '••
• •l.�.i_U�11A1 Jt_•eAl 1.11 Ui1.1J/ f»`::SUS 1 JIGI1✓l:.t'�.'. N1-'. ';I'il•1. ..,`, ..'•r.M:;- .
""a no ovent shall the Suretl's liability bo curn-,lativc, ovon though this bone.
continiucs 1ror:I ye^r tc yea"r, 1r10170 th n On ,,:crnturn bo paid, or dccrc zoos
bo Ifado hi the amount oA' bt).d as heroinzbovo statoet. ., i'� '!:;" 1•' '
i. .11.�.5 r ITLi�I'Lit�lZ �:GAiX;L''1� �J'Lil,."1', "' •. I' �'• ';'1: '.:til '`,:i,'
yA;",No bi-lit, of action ✓;hall accr.uo to otho:° t an the na racci Obligeo,
f ;3t r The Suao`t•y shall j i0i; iGC ti \ a itii� CaiIJ C+Qi�UIs 1sSjil tfir`y d2�3(30�
•:+ ;•!;.''
' .. Oi S.t9 duCllk'Ca:CJ,. �i�t•L•f1�tri ,.� �'.
0.; NO suit or action by tho 0,011-00 to recovo . on this bond shall be sustaIn.cct i&. �•
ItI11C?S.i l e sumo b3 coiY:itleincod WitRi:l six z noii'" tI dm L date sp cii_oCi
in cale
D. No assign-ment O: this obli ation and no nnoiiification of the Trust Agreement
of tae �:owland or •�hornburb I leases which would affect the liability of tho
Surety undo; 'this bond sha11 be made without I'ac express written consent of ` '1
• the Surety. ,. , •,. 1• •1
w
L. "This bond shall not be construed as rlry form of titlo insur,nce or rnortga e ;
guaranteo insuranc.o.
Signed, Se�.1ed and Datod tnio cu:y o;
! ; 1 0 BE VUI/m, Y.Jh L" 1V.r w. --ter/' r�r.N • '
t SIGN u OIL AivD'G�+,
"ROIVAT, DZTDE, '"�EM` CO.KRANY
1 "J'. 1.. 1/ { .. , AttorneY- L1- act, 1
.la E ;'I `t•. r r , `. t 1 +. a- 1 \ t .\ '` yr
.i ,1,.i �: �iS , 1. - :• ,••`r'::',
{(.�1:,t'1 ,`i�.j�� •�••' ..t' �:,_.e 1,��: It '.' '�`i�' 'it�', t ,V' • ty ',�'' 1 ' 7 ••�•��
.i '1•J r ( t 1 1 11•i`, , .,• t :, .',It. .• 1 , , �j .:p,AI t 1 r 1�' n '1 ., tr � '
' • t( ,ii�"%,, { 1, - .1 11. , `�,, , ! i , r' �',`.,''; 1. :' , � 1 r
1 I :1 1• t V 1 if, , t•1 \ , �Ij I f ," / + ). 1 / .t J ti
• 1� '�•;� j' St +'li ' +• `• , 1: .! , 1 •1;•1 ;1..,- •, l l r t t, , 1
.S,', !•1 ' r 1j 17 1 I 1.. r n i. 1.•1' 1 •�• ( -
• , + '� •�..1, j 1, 1,' t + ..«.t...el iLt• •,'.'l l r I„*,'r.`y. •'•, ,'' 1,
' Revised April SAS, 1066 � ,�:'+ 1 � •;
I
OR
•