HomeMy WebLinkAboutTHE SIGNAL COMPANIES, INC - 1970-01-19 (3) 1-1 "L
A RH,20LUT1ON C,F TfiE C 1 T Y C-�,_h�;t,f t, ��;�.
HUNT11NGTO N BEACE ACC-T PTlt4 `I'Hi
PIio l'HRTY TO THE CIT'.- OF 11UN`I1NG'T-'-`.
WHEREAS, Government Code Sect ',on 272:�J r1rc,. 'Uc•s ` n-t
deeds or grants conveying iricerest in or fea--tfm<nt iz� Lpo:i re_-ia
estate to a city for publi(� purposes > r,- 1J not lie ac,,cepted
for recordation without the consent of' the -7rant-e ev,�-Ienced
by P certificate or resn1ution of a,cceptanc( a`.t.ached, to or
printed on the deed or grant; and
The Signal Companies, Inc . , a corporation,
Landmark, Inc. , formerly known as LandmaiK Estate:l, Inc . , a
corporation, and 'Title Insurance and Trust Cimnany have ten_.
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dered certain grant deeds to the city purouant to an arTree-
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j ment between the city, The Signal Companies,-, inc . , and Si�xna.l
Landmark, Inc. , dated
NOW, THEREFORE, ba it resolved that the interest in real
property conveyed by the deeds attached to sus:., aereement. as
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s Exhibits "D", "E" and "G" and attached heretn, hereby is
accepted, and tY,c city consents to the recordation of such
deeds by its duly authorized officer.
PASSED AND ADOPTED by the City Council of the City of
Huntington Beach at a. reg-.ilar meeting held on the 19th day of
January, 1970.
-�-� Mayor ._
ATTE° . j
City erk .
i
. S
APPROVED AS TO FORM:
�. City Attdr �~
1?v-. No.
ST,A'L'Is OF CALIFORNIA }
CO1,��;A O .)RANGE
C l`PY OF llUN 3'T;L'tI'I'ON 13LACfi
1 , PAUL C. JONJ-;!�. tlw duly elocted. tlualifi.ed and
acting ';ity Clovk of the City of* Huntington Beach, and ex—
ofl -cio Clerk of tho Ciiy Council of :lid City , do hereby
certif,% tfiat the whole number of member, of the City t" ,uncil
a
of the C3.ty of Huntington Beach .is soveti; that the foregoing
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reaolu.ti.on was passed. and adopted by t iv affi,•mative V1 to of
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more than a majority of all the mo,:jb?rs of said. City Council
s
at a regular meeting thereof hold on the 19th
day of January 19 70 by the following vote-
AYES: Councilmen:
Shipley, Bartlett, McCracken, Kaufman, Matney, Coen,
Green
NOES: Councilmen:
None
ABSEW1 Councilmen:
None
Cie
City (;lerk and k..f£icio Clerk
of the City Council of the City
of Huntington Beach , California
t
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y (
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1 , gTRELT i.ED' CATION AIND I1j .OVP"t`iE T,-'�^xC 1-L??I~ILNT
? I MIS AGl�la1,' •,
ME1 T, made this _ da •_o' __,(1970,
3 by and bet, een the CITY OF I]UWG1.NG'I't:N BEAU], nauni.cipal car :)vra_
4 f Lion, ref 'red Lo he:-einaf tsar as % ty" and 11 E SIGNAL CO;`It'? d1T,v:S,
5 I INC. , fortn,rrly kn,lwn as STG IAL 011' 1,7D GAS C(',, PANY, a corpor ,t-on,
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6 referred t hereinafter ns "Signal". and SIGNAL L.AINDIW5 RK IPt . , for--
7 mer.ly know;, as LANDNZV R1( ESTATES, INt . , a corp( ration, relerr .�d 'a �
�hereinai_re: as "Landt,ark" i:: mad.> 1 itts 'e'jol-C nce to the fol Lowing
'
facts :
10 R E C I T A LSD t
-1 A . Ncwland Lease.
Sii;nal iS LhI ICSSCO Of CC.)- 3in rc-a1 ':t'G�p'i'ty , COn3i 3Li.t16
5 of approxit artily 478 acres aa;cl loc.t cd in LthC' City, rc::Lca-r:5d to
-4 hereafter ciG the "Net land Proporty" , under a c ritten lease d ited
51� July l_, 19'-9, r.ecordc d on Ot Lobe r 8 , 1959, in Book 4917, page. 470,
et seq. , 0_Vficial Rec :)rds of Oranf;e County, C,:lifornia , and re j
_7 recorded or. October. 23, 1959, in Bock 496.5, pr ge 307, et seq . , I
I
. 81 Official Rc_cords of Grange County, t alifornia. Said lease t'iere-
after was <•mended by an amendment d, ted Octal:;c r. 30, 1959, re.:crded
20, on December 16, 1959. in Book 5018, page 132, et seq. , Offic;-al
�. Records of Orange Caa,ity, and an an:• ndment do -Rd Aoril 5, 19t,3,
"2 recorded or, July 3, 1963, in Book 6c.17, page � 70, et seq. , a td
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`]3 " re-recorded August 2C:, 1963, in Bool. 6684 , p8q,e 84, et: seq. ,
;4 i Official R:-cords of (',range County, California .
The lessors uncar said lease, and their successors in
interest, c:ollecUvely _referred to ':ereinafr~ei as the "Newla,.ds",
'47 were and are fee *0V7ne rs of the Newltind Properi
c
28 The germ of s.�i:l lease, hereinafter refc rred to as the }
9 "Newland Lease", commenced on July 1, 1959, and continues fol a `
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,z 0 1
u { term of 50 years, t�iit:z an unconditional optio:� of Signal_ to renew
said lease for an adeLtional term a,' forty-nine (49) years .
The Newland Lease further grants to Signal th.e uncondi-" t
3:7, tional option to purcna se the Newland Property , in fee, exercisable
1.
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l at the end of the L:itial forty (4� ) years o. such term of said
2 lease or ;it other;" sated times set forth the- ein, tinder the terms
3 of the Ne%eland Leas;:, Signal has the right t,:, exclusive po: Session
4 of the surface and -,ubsurface of the propert; , and the r.iglit to
5 use such property f•_,: "any and all lawful pu-rposes".
6 B. S i nal.•-Landmark Lease
e
7 Landmark is the lessee of certain rerl property consisting
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8 of approximately 277 acres, under a written "Ground Lease" with
9 Signal as Lessor, drted September 30, 1969, memorandum.o: which
10 was recoraed on 11ec::mber 12, 1.969, in Book 9162, page 920 c-t seq. ,
ll Official records of the County of Orange, Ca'11fornia. Said Ground
1.2 Lease, as amended, hereinafter will be referred to as the "6Signal-
13 Landmark Lease", an = the real property which is the sub j ec": of
14 said Signal-Landmark Lease hereinafter will he refcrred to as the
15 "Signal Landmark Property". The Signal.-Landark Property consists
16j� of a portion of the Newland Property.
17 The term of the Signal-Landmark Leas: is for approximately
18 eighty-three (83) y.iars, commencing on September 30, 1969. Said
19 Signal-Landmark Lease also is a purchase agrf!ement, and un,eondi-
20 tionally requires Landmark to purchase those portions of the
21 Signal-Landmark Property which have bec"n "placed under dev_?lop-
22 ment", which is defined in such Lease as the preparation by Land-
23 mark of a tentative subdivision nzp or maps Eo-r portions of the
24 Signal-Landmark Property, with notice to and approval by Signal.
25 "'he Signal-Landmark Lease was made expressly for the purpose o:E
26 subdividing and developing the Sigrial-Landmark Property by
12" Landmark, and gives Landmark all of the rights of Signal necessary
28 to do so, as more specifically set forth in said Lease.
29 C. Subdivision and Development of Si.21nal-Landmark Property
50 Signal and Landmark desire to carry out the purposE:s of
31 the Signal-Landmark Lease, by cooperating with each other and
32 with the City to subdivide and develop the Signal-Landmark
2.
ly
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1 Property '"or resider:tial, commerci-I and othc r uses in the most
2 expeditions manner consistent with the requirements of the City.
3 The City also desires to cooperate with Signal and Landmarks in
4 this purpose in order to put presently unused land into desirable
5I and productive use by providing additional desirable residential
6 and comme-,^cial facilities, and increased tax anJ subventior
7 revenues :-or the City. Such subdivision and development would
8 serve the best interests of both. the City and Signal and Landmark.
9 The present dedication and provisions for improvemcat of
10 streets t.L,der this z grcement are nu ces,ary to permit such sub•- 1
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3.1 division ,end development of the Si„nal-Landmark Prop ,rty. The
12 present dedication of such streets prior to such sabdivisic- and
13 development: also would sarve the b:.st intere' ' s of the Cit} .
14 D. Funded Irrevocab:'_e Trust To Pre•,,-ent Defau'l.t In Newland Lease
And To Guarantee Exercise Ot Option To Puzchase Such Prc.oerty
15
161 Signal entered into a written 'bust Agreement witn 'rzt..e
17 insurance and Trust Company, a cor,.)oration, referred to hezein-
18 after as the "Trustee", dated February 4, 19- 6, a copy of c,,hich is
ld attached hereto as Exhibit "A".
20 Said Trust i,�greement has been amende4. on September 30, 1969.
21 A copy of said amendment is attached hereto : s Exhibit "B". The
22 purpose of this amendment was to substitute 7.,andmark in said Trust
23 Agreement in the place and stead of Deane Properties Co. , a cor-
24 poration, formerly ?tnown as Deane Brothers. Deane Properties Co.
25 is a former lessee of Signal as to certain of: the Newland property
26 herein. Deane Properties Co. has quitclaimed all right, t-�'_tle
27 and interest in' said premises to SY_gnal.
28 Under the Trust Agreement .as amended Signal assigned,
29 transferred and con•,eyed to the Trastee, in trust, for the benefit
30 of the City, amnna ethers, all of its rights, privileges and
31 optiorLs to purchase the r:awland Property. AU of such rights,
32 privileges and options are required to be exercised at the
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3.
SEEM
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1 earliest possible dates. The Trustee has been given the further
2 , power and duty to ctce any and all defaults or breaches of Signal
3I under the terms of the leases of s'.ich property .
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4 The Trustee has been given the further power and du•_y,
5 at such time as it acquires the underlying ft�e interest in the
6 Newland Property, cc dedicate or confirm the dedication of cease--
7 ments for public use any and all pDrtions of such property then
8 shown as j,ublic stre,ats on any final tract m.;p recorded by
9 Landmark or its successor in interest, and any and all porLions of I
10 said props•: which Signal and Landmark then have agreed to dedi-
cate for ether public use.
12 Such trust h.a5 been funded as provided for in the trust
13 agreement to guarantee the faithful performance of all of such
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14 duties .
15 L. Orange County Euperior Court Case No. 1 )02 i
16 Notwithstanding the previously staL-ec provisions of the
17 Newland Lease and sL.ch trust, the Newlands refused to execute a
18 certificate consenting to the preparation and recordation of a
19 final tract map for =he subdivision of any portion of the Newland
20 Property, requires; b . Business & Professions Code Section 11_589,
21 and the certificate required by Bu,-.iness & Professions Code
22 Section 11590, offering certain parcels within such subdivision
23 for dedication for public street purposes . The Newlands refused
24 to execute such certificates even though the proposed dedication
25 of such parcels for public street purposes did not in any way
26 purport to dedicate the present interest of the Newlands in such
27 parcels.
28 As a result, Signal, Deane Properties Co. and the Trustee
29 of the above referenced trust brought a civil action against the
30 - Newlands in the Superior Court of Orange County, California,
J1 (No. 152602) seekinc declaratory relief, injunctive relief,
32 Lti specific performance and damages, by which to compel the Newlands
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-1_ to sign suci- certifi ca -es.
F. Settien,ent- AgreeiTents
3 On Eovember 27 , 1967, Signal, and the Trustee, Title
41 Insurance and Trust Cc.npany, executed aii r.;gree:rent with the
6 1 Newlands, which provic:ed for the settlement of such case without
G the necessity of trial .
7 By said agreement, the term "any -and AI lawful purpo:;es",
1
tail as used in section V, captioned "Use of Promises", and appear_ng
9 ; on line 9 of page 4 of the Newland Lease as amended, specif�c:311y
10 was agreed r:o include, but not be limited to, "single or mul.ti-
11 family resioential. subdivisions. " I,.. was agreed further that
12 "Signal and Company f—itle lnsurancc, v.:a Trust. Company, as
1311 Trustee3 or either or both of them ar their sullessees, successors
1.1�i
i or assigns, may make dedications of : ny or all of their interests
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1.5I1 in all or a;iy part of the Newland pr:xperty fror- time to time to
3.15 �s' the City of Huntingtoi} Beach or any and all put,.tic utLlLii.es or
1'7 � corporations or public entities of any type or description, by
13 consent to oubdivisior maps, or otherwise; as :-ignal and/or Com-
29 pany, or their subles -ees, successors or assig,-,s, in their sale
F'3 � and exclusive discretion, may deem appropriate or necessary, from
time to time., in ordei For Signal ar.d/or Company or their sub-
lessees, successors or assigns, to develop or utilize the Neiiland
23 Property; provided, h;,wever, that the same do not in any manlier
provide for or --onsti.r.ute an express or implied dedication o1:
25 interest of the Newlands in the Newland prope.rcy." (Section 2 (d) ,
6 page 3) ,
27l Said agreement further prov4ded that the Newlands would
28 execute any and all .certificates and consents required by tM
29 provisions of the Subdivision Map Act in the Business & Professions
30fSf Code of the State of California, and similar ordinances, rules
01 ; and regulations of tl--e City of Hunt3_c►gton Beach or of any other
government;-:I body having jurisdiction over the Newland Prop(--,)'ty,
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5.
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I including l:ut not limLtred to consents and cert'-fi_cates in thr form
2 � attached hereto as Exthibic "C". (Paragraph 2(b) , pages 7-8) ,
3 It specifically was agreeJ, .'lowever, that no such consent", certifi-
4 i cate or otter appli_cat--ion, document, letter, map or any oche: in-
5 I strument would be req;iired of the Newlands by which dedication
61caould be mc;de by the Newlands of all or any part of their pr.,sent
7 I or future interest in the Newland Property.(y. (Paragraph 2 c page
f ,
g { Said agreement: also provided for a di.snissal without
1.0 prejudice c.f Orange County Superior Court Case No, 152602; a• d
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11 this case was dismissed without prejudice on December 20, 19 7.
12I1 Although Deana Pro ,crties. � :ormerly P:iane Brothers,i
13 was not a party .to such agreement , it was satisfied with the terms
:14 f of such agreement as t:hcv applied Le. the proposed subdivisiot and
J5 development of the Sign: .-Deane Property, and joined ti it[ Si,r,naI
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16 � and Title Insurance and Trust Company in requesting dismissal
17 Jwithout prejudice of :,uch action. Signal and Deane Properties Co.
t
.18 { for that purpose entered into a separate settlement agreement..,
19 dated November 20, 1967, by which Deane agreed to be bound by the
20 terms of such agreement between Signal., Title Insurance and Trust
�l {ICompany and the Newlands, as they applied to the proposed su,)-
21' division and development of the Signal-Deane Property. Deane
;=3{{ Properties Co. has quitclaimed all of its right, title and interest
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2 in the Newland property to Signal.
5 � Thus, all of the parries now having any record title
26 { interest is the Signal-Landmark Property have agreed that Si;nal
I27 � and its sublessees, such as Landmark herein, have the right Lo
28 subdivide and develop the Signal-Landmark Property, and to dcdi-
29 cate easements in, on and across their leasehold intr:,.rests therein,
30 and by means of the r7:eviously described funded irrevocable 'I'z:ust
l ', guaranteeing against t:he default and forfeiture of the Newland
3211Lease, and also guaranteeing the ultimate acquisition of the full
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l fee interest in suck easements, tol..echer witl- any present estate
2 , of the Trustee in such easements; to provide the City of Huutirng-
3 ton Beach with easements for publics streets cat other public uses
4 in those areas of tea Signal-Landmcrk Property necessary to be
5 dedicated for such public uses .
6 G. Dedica!-ion of Easements For Public Streets Bordering
Or Traversing The Signal-I,andniatyk ,'roperty
7 i
S The portionE. of Adams Avenue, Magnolia Street (previously
9 known as Cannery Street') , Newland Avenue, At]auta Avenue an
_O Indianapo'� is Avenue aithi.n the City, which border or traver3e the
_l Sig
nal-LandmarE Property, are dedicated public streets, but are
..2 neither dedicated noir improved to --heir ultir ate right of vay as
;_S shown on the Master Plar, of Arterial Streets and Highways cf the
-'-4 City. Sa-.d streets are defined as- "X1,ajor Sti cots (Arterial)" in
Section 5 .9911.6 of the Subdivision Ordinance provisions of the
--� Huntington Beach Municipal uoue, anu are necin55Liy iui uJL by i..ii_
17 general p�.iblic.
tiS It is the purpose of this Agreement ,-o provide for the
19 dedication of easements for said streets co .heir ultimate right
2 of way, independent:"y of any proposed subdivision of the Signal-
31 Landmark 7roperty, by the present dedication of easements to said
22 undedicated portion;; of said streets, excepting therefrom the
23 underlyint, reversionary interest of the Newl,.nds therein, and by
24 the present dedication of the future fee title to easements
25 therein, said title to become vested in the Trustee, at the time
26 the option to purchase the Newland Property is exercised by said
f;7 Trustee, as provided in the Trust Agreement *Aereinabove described.
28 This purpost.. and this agreement based thereon are not
291 prohibited by any s•-atute, ordinance or other rule of law, and.
30 specifically are nor in violation of any provision of the
ryl Huntington Beach Municipal Code, as implementing, the Subdivision
32 Map AcL provisions of Business & Professions Code Section 1_1590.
7 .
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14 The nature of the in erests require,! to be dedicated under chc:
2 provisions of the liu,,.tington Beach Mlinicipa l !_:ode, as implementing
3 the Subdivision Map Act provisions of Busines & Profession,; Code y
4 Section 11590 may be leasehold interests, and need not be au
5 estate in free simple absolute.
6 H. Power Of City To Acquire Dedicated Public ,,'treeLs
Prior To Subdi.vis i.on Or in I_,nt Of 1'ro,,ca-ty
7
8 The City has the power to acquire easements for the est.ab-
9 lishment- o;- widening of public streets in aec,trdance with,tl e City
10 Mastcr Plan of Arterial Streets and Highways sty requiring; tl.e
11 dedication of such easements as a condition t'i a subdivision,
12�I division of land, crdiriorial use permit, var'_ance, bui]dit,,=
13 permit or use of lan.i. The City ma.a also resolve with Developers
1.4 the question of the nature and extent of dedication of easements
151 for public streets prior to and independent o': any proposed subdi-
1
16l vision or development: of the property. It is in the best interests
17 of the Cite and Sign:tl and Landmarl< to resolvo such questio:;s and
18 to provide for the dtdication of the necessary and presently
19 needed easements for public streets surrounding and ta:-ivers+.ng
20 the Signal-Landmark Property at this time regardless of who-her
21 such property thereafter is subdivided or developed as proposed.
22 I. Proposed Dedication.
23 The "Major Streets (Arterial) " easements ultimately
?4 required or presently needed to be dedicated •aill be transf :rred
25 to the City and dedicated to the public use pursuant to the provi-
26 sions of this agreement, immediately upon the execution of this
27 agreement by all' parries . Such transfer and dedication of the
28 easements in, on and across the Signal-Landmark Property within
29 the right of way of such streets as provided on the City Master
30 Plan of Arterial Streets and Highways include all portions of such
31 streets which would otherwise be required to be dedicated a!; a
32 condition to any proposed subdivision or development of the
8
I Signal-Landmark Property. However, such dedication will be made
2 prior to and independent of any of the proposed subdivisions or
3 developments of the Signal-Landmark Property.
41 The nature of the interest in the easements for such
5 "Major Streets (Arterial) " proposed t be dedicated hereby is
6 (1) the full present. leasehold interest of Signal and Landmark,
7 '` reserving and excepting said parties ' interest in the underlying
8 fee and mineral rights below 100' , but without right of surface
9 entry as pore specifically described in the deeds attached ')ereto
10 (Exhibit;; "D", "E" and "G") ; (2) all bene£i.c_al interest it the
1� funded irrevocable t rust guaranteeing the acduisi.tion and t cansfer
.12 to the Ci-:y of a fec interest in s ;ch easements , foi- the usaas
.13 specified herein and guaranteeing that no de'ault will be ntide
14 under the terms of the Newland Lease prior tc such exercise: of
151option anti transfer, reserving and excepting said parties ' interes
16 in the underlying tee and mineral rights below lUU' our withouc
17I right of surface enPr as more s �!cificall described in the
g Y� p y
'18 deeds attached hereto (Exhibits "D", "E" and "G") ; and (3) any
.19 and all present record title interest of Title InsuYance ar�d
20 Trust Company as Trustee of such trust, in ai:,.d to such easements,
21 reserving and excep+ping said parties' interest in the underlying
22 fee and mineral rights below 100' but without right of surface
23 entry, as more specifically described in the deeds attached hereto
24 (Exhibits "D", ");" and "G") .
25 All oth r streets within the proposed subdivision end
26 development of the ;signal-Landmark Property will. be developed and
27 maintained as "Secondary Streets (Collector)`' or "Minor Streets",
28 as those terms are defined in such Section S. 9911.6.
29 J. Proposed Improvement of Streets
30 After the dedication of such "Major Streets (Arteriall)"
31 easements to the City, Signal and Landmark propose to improve
321, such streets from time to time as the proposed. subdivision and
9.
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I development of thu Signa"-Landmark ?roperty progresses, and as
2 the nied for :u .h improvement is created by such subdivis"ic__ an,l
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3 i -•vc.menr-' as determined by the Planning Corr,iissi.on of the
4 C = .
5 ,u,,h improvements shall consist of curb , gutters, ride-
6 walks, strc-et paving, street trees and other ;such street improve- I
7 ments required by thy° City street < tandards in effect at th- time
8 of such su'adiv:ision tir development.
9 Su !h improvements will be constructer ana installed on
1.0 all portions of such stroots abuttIng that portion of the Si.gnal-
1.1 Landmark Property tht.:n being subdivided or i»:)roved, plus a
12 additional portion of such streets in the eve it that the arena of
3.3 the Signal-Landmark 'i"roperty being subdivides or developed .s a
3.4 greater proportion of the total ar,-a of the Signal-Landmark
5 Property than the frontage of said streets al: :itting such improve-
1.6 meats is of the total lineal distance of such streets.
1.7 NOW, THEREFORE, THE PARTIES HERETO ACKEE AS FOLLOWS-
3.81 1. Dedication Of Easemen�.s For "Ma'ior Streets_ (A terial)
1.9 (a) Sifnial and Landmark Dedical,:ion
20 Signal and Landmark agree to trans{er and
%1f dedicate to the Cite easements for pubii.c st,:eet purposes, i:Tithin
22 thirty (30) days frcm the execution of this agreement, to the
23 extent of their present "Leasehold interests :in the Signal-Landmark
24 Property which easements are locan:d within he ultimate right of
5 way of Adams Avenue, Magnolia Strect. (previoi.,sly called Cannery
!6 Street) , Atlanta Avenue, Newland Street and Indianapolis Avenue,
`7 as shown on the Master Plan of Arterial Stre.:ts and Highways of
2$ the City by easement. grant deed in the form .-.nd as described in
29 those easement grant; deeds attached hereto as Exhibits "D" and "E"
30 and incorporated herein by this reference, subject only to that
31 certain amended Trust Agreement between Signrtl and Landman: as
32 Trustors, and the Title Insurance and Trust Company as Trustee,
10.
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1� dated September 30, 1.969, which is attache.d h- reto as Exh.ibats
2 "A" and "B", and incorporated herein by this -reference, and
3 reserving unto said Jedicators their interest in the underl-ing
4 fee property subject to said easements and mi--ceral rights bc-low
5 100 ' but without rig-.t of surface entry, as more specifical::y
6 described in the deer.;.s attached hereto.
7 Fo-r convenience oi- referent--., portions o.i such
8 ' street easements are :also depicted on the Rigl-it of Way Map attached
9 hereto as Exhibit "): ' and incorporated herein by this refcYre°nce,
10 however, in the even.: of any inconsistency be ween said Map and
11 said Deeds (Exhibits "D" and "E") , the descriition as set i'orth. in
12 saLd deeds shall control.
13 Th. se portirns of such str.ec is described : n such
.l'I deeds and depicted oi-, such map include the fu l_I width of sa d
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6 streets from the cen._e.r lines thereof to the .ltimate right of way
16 as shown on the City Master Plan of Arterial Streets and fii€,hwa,ys,
17 which streets are shown as "Major Streets (Arterial) " on such
18 Master Plan of Stree-:s .
19 (b) Ti-:le Insurance And Trust C:)mpany Dedication
20 Concurrently with the deliv.:ry of the easemer.c
P1 deeds from Signal and Landmark described in tr.e prGvi.ous Section
132 IA hereof and on Exhibits "D", "E" and 'T", Signal aril Landmark
shall deliver an easement grant deed from Title Insurance and
2 Trust Company, as Trustee under such Trust, i-.L the form of the
25 deed attached hereto as Exhibit "G" and incorporated herein by
26 this reference, as though set forth at length. The property
�i7 described as Parcel A and Parcel B in said Ex�-tibit "G" is the
28 same property described in Exhibits "D" and "E," hex ,-,j. Parcel A,
29 as described in the deed attached as Exhibit "G", transfers to the
'710 City al" of the present security interest of said Trustee in such
31 easements under said Trust Agreement,, subject to certain reFerva-
32 , tions as more specifically described therein, but not the option
11..
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1, given in said Trust Ag; cement. Parcel B as descr:Lbed in the teed
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2 set forth as Exhibit transfers to the City the same easements
3 ? subject to t:ie same re_ervations, but without other limitation,
41 except as to the optio : given in said Trust Agyeement, and by the
5 doctrine of after acquired title will be effective immediatel-v to
61 transfer the entire fe_. interest- in said easements subject to the
7! reservations set- forth herein to -the City by operation of law,
{ a
& upon the Trustee's exercising its option and consummating the
E
9 purchase of the Newland Property.
10 (c) City Acceptance Of Dedication
11, The City agrees to accept from Signal, Landmark
1 ' and Title Insurance arcs Trust Company dedication of those easements
for said streets by such deeds and to thereafter maintain sai:11
property as a part of -lne general system of Ci::y public streets .
Such accept&nce shall be evidenced by resoluti.-n of the City
Council in the form attached hereto as Exhibit "H" anct incorporaLed
`? herein by this refererLce, within ten (10) days after delivery of
lti such deeds . Said proposed transfer and dedication has been sub-
1`1 mitted to the Planning Commission of the City and reported favor-
20 ably on January 6, 1970, as being in conformity with the Master
21 Plan of Arterial Streets and Highways of the Czty, in accordance
22 with the previsions o:: Government Ccde Section 65402.
23 EroTr and after the, acceptance by the City of such
2� dedication, Signal and Landmark shall have no obligation or res-
25 possibility for the maintenance, repair or improvement thereof,
26 except for the construction of the street improvements in accord-
27 ance with the provisions of paragraph 3 hereof, or for any other
28 liability with respect: thereto, except as relates to the title
29 to said streets as is hereinafter set forth in paragraph 5.
31
32
12.
1
1
1_ 1 2 . Dedication fed'cation of Interior "Sccondar 1 Streets
i _
�;o7.1ec for;and�''i✓i nor. Sf-ee s".
2
5 Signal and Landmark agree that easemenLs for all
4 interior "Secondary Steels (Collector)" and "Minor Streets" of
15 any future subdivision or developmen.- of the Signal-Landmark
6 h Property, shall be ded:_cated in the game manner as the dedi_cat.i_on
'7fof Major Streets (ArLe-cial)", provided herein, except that su--h
3 ! easement ded:;_cations rv:.11 be- by separate deeds from Signal-
9 Landmark and the TrusL!e in Lhe form provided herein for dedication
I
1'� { of "Major St-,_ec:ts (Art vial)", in the event such property is
Jl { developed in any manne.- other than a subdivision.
Signal anc Landmark further agree that any future sub-
33 division or development of the Signal.-Landman Property shall be in
1 � isuch a manner that any portion developed for commercial or other use
I,5 requiring access by tF general public will fr( nt on "Major IcLreets
i
.6 (Arterial)", or "Secondary Streets (Collector) ", so that the general
I
7 , public will not be recaired to use any of the interior streets
- 8 within any subdivisior thereon for access to or from such commercial.
� 1or other areas, but will be required to, and will use only such
I
110- � "Major Streets (Arterial)" or "Secondary Strect:s (Collector:)" for
21 such access .
22
The - -
City �.grees that the development of any interior
213�� streets within subdiv:.sions solely for the exc;.usive use of the lot
1
24lowners, their licensees, visitors, tenants and servants, and not for
2i5 use by the public , is permitted by the Subdivision Map Act and by
i
2 the ordinances of the City, that such streets are not required to be
27 ` dedicated or offered or dedication for the public use, and that the
�$ City will not require dedication thereof as a condition to the ap-
29 proval of any tentati-,e or final subdivision rrep or other required
00 � development permit, in any manner other than that provided herein.
31 � 3. Improvement. of "Major Streets Arterial "
32I Signal and Landmark agree to improve such properly
described in the form deeds attache6 as Exhibits "D" and "E" and
13.
n
3
{
I '
L depicted on the map attached as Exhihit "T", as. public streets,
2 according to the schedule set- forth in subparagraph (a) below, and
3 to the extent set forl.h in subparagraph (b) below.
4 (a) Si.giial and Landmark agree to improve said
5 � property, to the extent described in subparagraph (b) below,
(3 according t:D the City ' s standards and specific,icions .for "Major
71Streets (Arterial)" applicable at the time of such inprovement, as
8 J a condition to the approval of any subdivision, division of land,
i
9Iconditional use permii or variance, or issuance of any building
11) permit, exc•�vating permit, grading permit or other permit required
i
al from the Ci..y by Sign l or Landmark to proceed with the construc-
1-2 } tion of any improvement on the Sign 1-Landmark Property .
13 i Signal and Landmark further agree to furni,.h
14 the City wit:h all surety bonds , instruments of credit, cash repo-
,
,
3.5 a sits, deposit agreemerits or other forms of imr -ovement security,
1
-b to secure the taithtul performance of sucn agrLe(TIenc, paylue11c w
17 l the contractor, his si._bcontractors E.nd the per Son renting eruip-
1.8 melt or furnishing lai,or and materials for suc'.-i improvement, and
a
3.9 i� the maintenance of th.. work of such improvemer t for a period of
-C one year following thE• completion and acceptance thereof aga:_nst
�! V
21 any defective work or labor done of defective materials furn.i.shed
22II
� in the performance of such work, which are required by the
1113 provisions of Business & Professions Code Sections 11612 and 11613
i
24 and any applicable ordinances of the: City in affect at the time
''5 of such improvement.
I
26 (b) The extent to which Signal E,nd Landmark shall
i
27 � construct such street improvements shall .)e the greater of the
I
28 .1 following:
29 ( (1) All portions of such streets adjacent to
30 � the part of the Sigra'l-Landmark Property then being subdivided
I
31. i or developed and for which City approval of a subdivision,
division of land, conditional use permit, excavation permit,
t
14.
{
I
l grading permit or other permit is required; or
2 (<'l The 'length of such streets adjacent to
3 the entirr Signal-Landmark Property in propo:_tion to the ratio
4 which the area of the Signal-Landmark Property than being thus
5 improved bears to the er>tire area of the Signal-Landmark Property.
6 4. In the event that street improviniienLs are requ:1red by
7 reason of :his agreement of sLreets not immediately adjacent to
8 areas. und:.,r devc:lopi�ent, Signa;. and Landmark may file bonds or
. 9 other secirities with City in an amount suff _ciert to fund the
10 cost of s1ich street development and defer improvement of such
=�-? streets for a period not exceeding two years from the date the,
12 obligation: to make such improvements accrues.
•1.3 5 . Signal will hold the city harml,sss and indemni cy,
14 protect and defend the City from any loss, cost or expense,
..5� including the cost or expense of prosecuting or defending arAions,
i_iiv- OILY11'.) t-.LC l.V (_LL[: JLLCI'Lb cab bUU1J LILILI .LS L.0 Del
1•7 dedicated pursuant to this agreeme it.
1.8 6. This ac,..eement and each and even y part and provision
1.9 hereof shall inure to the benefit of and shall be binding upon
the heirs; successors and assigns of the par_ :ies heretc,.
rl 7, Nothing within this agreement i.. intended to or
22 shall change, alter, amend or modify any lea:,es or other agreement
23 between Signal and Landmark.
24 8. In the event that any paragraph of this agreement,
25 or any phrase, sentence, clause or other dart or provision hereof
26 is declared invalid or unconstitutional by a court of competent
27
jurisdiction, such invalidity shall not affect the validity of ,
u8 any other paragraph, phrase, clause, sentence, part- or provision
291 hereof, and the parties hereto agree that they would have entered
-1'0 into this agreement notwithstanding any su::h partial invalidity.
31,
32 �!
15.
i�
I
1 IN WITNESS WH..REO , this agi eemenL ha. -been execut-ed by
1 the parties hereto by their respect:.ve officeis thereunto duly
3 authoxized as of the clay and year f-.rst above written.
4
THE SI(;tiAL COMP,01ES, INC. j
5 formerly Rnown as )i
SIGNAL 07-1� A�D GAS COMPANY
By
g � i
9 By ,?
SIGNAL 1ANDMZK, INC. , formerly known as,
1 LANDMAFK EST TES, INC. ,
a corporation
1
33 �i
ii
By_4.r
CITY OF' HUNTINGTC'q BEACH 1
7 I� By---��
N!iyor
ti
1 I ATTEST:
City
<:5
26
�y
4:8
2�3 i
30
3
32
16.
i
THIS S'}.U�-,T AGPU11Ei-IL1,T amide and en,_erod into t:hi.s [y�h duty
of FI 13RiIAI:Y , 196.6 ; by 'and bet-,%,ecri STGi IJ, OIL AND
013 COMPANY, a corporation, herenafter r-eforrcd t.o as "Si nu g �1."-111r<d DEANE L'IZO'1UEPS, a corporation, hereinafter reierrcd
ter' as "De-me", (Si.gnal. and Deanc are somet:Zmes he) einaft:er
referred to coll.c:cti.vcl.y as "Trustors, ; and T1.M. IHSIY;J, NC',,?
�il�D 1'RtIST COift��+��"::, hc'reina.(tcr referred to as ";iruistee" .
AWF (CLE, z D-efi id.ti.ons
Unless ct ler,ise indi-cato�d in this Agrcom tit, the fol-
lowing terms shall be defi .reel and deemed to mean ;Is follows:
1. "Newland Lease" is defined zis that: ce::tain lease
dated suly 1, 1959, betc•rec:z Clara J. 7s�,nor, Helm , Nevrland Tarb-)x-
. V1:�t3LVlt V• 11.,,..r/Aul`is, �... u1. . .,+. .�.. .... i .. .-.•.-�, .-� ., -
t+.es of the W. T. ,Tewland Trust Estate, under Apr:cment and
D^claxation of Trust recorded in. Book 637, page• 3'16, Official
Records of Orange County, California, a s•: Lessor, Ind Signal Oil
a: ,d Gas Company, a ration as ess recorded P" Y:� cor 6 P s L dd October 8
s , .
59, in Book 4917., paves 470 et seq. , Official Records of
'. Orange County, Ialifornia , and re-recorded October 28, 1959,
in Book 4945, pages 307 e_. seq. , Official Records of Orange
County, California, as amzmded by the following i�lstruments:
(a) Amendmc!n*: dated October 30, 959, between
the said Lessor and said Lessee, recorded December
,16, 1959, in Book 5018, pages 1:32' et seq. , Official
Records of said •County; and
EXIIIB,IT "A"
(b) Amendment dated April 5, 1963, bet%accn
the W. . 7'. Newland I,sLatc, a limi.Ccd parLncrship ,
successor in interest to the above-natned Lessor,
and Signal Oil. and Gas Company, Lessee, recorded
August 20, 1963, in Book page 84 et seq. ,
Official Records of said County.
2. "Thornbur.gli Lease" is defined as that certain
Lease dated July 1, 1959 , bctwcen Law?'ence 0. 'll.ornburgh, a
single man, and Lulb E. Thornburgh, a single woman, . as Lessor,
and Signal_ Oil and Gas Company, as Lessee:, recorded in ?-look 4933,
page 83 et: seq. , Offici_al ltecol:ds of the County Recorder of- the
County of Orange, State of California
3. "Piaster Ground Lease" is defined to mean that
certain Lease dated September 12, 1-963, by and bct�:•een Signal
its Lessor and Deane as Lessee, as amencled, a memo;:andum of which
Lease was recorded it. Boole 7003, page G81 et seq. , Offi.ci_al
Records of Orange County, California;
'• • ' !}. "Subject Property" is defined as the real property
i
-which is the subject of the Master Ground Lease, exclusive of
;Parcel No. 3 hereinafter described;
5a "Parcel No. 1" is the real pra'erty which is
the subject of the Newland Lease; -
60• "Parcel No. 2" is the real property which is
the subject of the Thornburgh Lease; T^
7e 'Parcel No, 3" is the property held in fee by
Signal and is referred. to in Paragraph III of the Mast-er. Ground"
:Lease;
_2
INS V
S. "Lot" is defi.nod as any lot into N•,hi"c'tl the
Subject Property or any portion tlicreof has been subdivided.
9. "Lender" is definccl as any savings and loan :
associati.oii or othc financial illstitUtiotl Which sli<{11 make
any construction or pe-Lmanent loans secured by' a deu:l of
trust on the leasehold interest of the Subject Property,
or any portion tIAereof, aeclui.red by or through Deane un<<er
the Master Ground lease.
10.' "Buyer" is defined to mean each person who
is a purchaser of any sLruct.tire located on t.. : Subject ,
Property or any' portion tncreof or each person who is a
sublessee of any lot.
11. "City" is defined as the City of llunti.ngton
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 portions
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 def ined to mean any
final subdivision tract map filed with respect to any
: portion of the Subject Property.
' 14. "Sales contract" is defined as any written - --
agreement entered into between Deane or its successor in
interest and any buyer for the purchase and salve or lease -
of any portion of the' Subject Property.
1S. "Sub-lease" is dofined as any sub-•loosc cncca:ed
into between Deane or i-ts successor in inuerest, and a 13 lay c:r
relating to any lot.
AIZTTCI•i: l:I, facts
This Ti-ust Agreement is made x4Uh reference to the
fo1.10T%ing facts:
1. Deane has entered into tha Master Cr_ound Lease
for the purpose of subdivision and developalent of- Subject Propurty
and in connectiC121 therewith Deanc, o1: its successor in intel:c_-(II
intends to cause such lots to be improved by constructing thereon
single fcu:aily a-esidences and ot:IAer structures; to cause such residences
and structures to be sold, c)nd to sublet such lots. to mer:abers. of
the public,
2. 7n connection with the subdivision c;nd development
ti •
: r of thy. Subject Property, Deane, or its successor in interest,
intends to cause tract maps to be filed of: record which will
show streets intended for the use of the lot oGaiers in the sub-
division, their licensees,, visitors, -tenants and servants, and
with respect to which said streets, Signal and Deane will c,ffer .
lfor dedication for public use only their r.especti,re leasehold
interests therein, but the fee therein will. not be oLfered for
dedication for public use upon the recording.-of such tract maps .
Deane and Sig.aal have entered into an agreement with the City
wherein and cahereby Deane and Signal. have agreed to cause the
fee to such streets to be dedicated for public use when Signal
Aacquir:2s the fee to the Subject Property upon the exercise
of the option provided under the Newland and Thornburgh Lases,
respectively,
' ••• r '• New , , .r
p 3< In connection with the subdivision and develop -
meat of the Subject Property, Deane i-nteads to obtain con-
struction and pe7:manent loans from lender;., sccurcd by deeds
of trust on the leasehold interest in the individual lots
acquired under the Master Ground Lease.
!E, Deane and Signal desire to assure that:
(a) No default or breach will occur under ;
the Newland Lcasc, the Thorribur-h Lcasc or the
Piaster Ground Lease;
(b) If ; breach or defaulu shall occur
under the Newland Lease, Thornburgh ?.,vase or
the Master Ground Lease, such breach or default
shall be cured t•:ithin the time specified in the
respective leases , and that the right, title or
interest of c ny interested p�irty , as said tern
is herein defined, shall not be adversely
affected by any such breach or default;
(c) The Subject Property will be purchased
and acquired by Signal under the Newland and
Thornburah 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 show,
on any subdivision tract neap recordccl prior
` thereto will be dedicated for public use
to the City or its successor in interest.
. �5_
(ii) the fee to any lOL to tAlich any buyer
is entitled will be convcyed to such buyer at such
time as he is entitled thereto.
ARTICLE -11T. Pxer.ci_sc of Options
� . Sign 1. hereby assigns , Lr-ansfers and conveys to Trustcc,
in trust-, for the benefit of all interested parties, as said term is
herein defined, the ) i_ght and opts-on to purchase Parcel- l as provided
in Paragraph 3 of the Nes•Tl.and Lease, and Parcel 2 as provided in
Paragraph 3 of the Thornburgh Lease, and Signal hereby irrevocably
instructs and directs the Trustee to exercise the said option"s upon
the earliest dates and at the earliest tune permitted under the
Y;ewland and Thornburgh Leescs rospectively. Signal hereby undertakes
and agrees that, to the extent that the monies provided by Signal_
,ereunde,- are insufficient for said purpose, it will pay to the
Trustc e the monies requirod for Oic purchase of said Parcel 1 and
Parcel 2 prior to the date upon which the option to purchase said
parcels is to be exercised as hereinafter provided and in accoi:dance
with the terms hereof.
2 Trustee undertakes and agrees to exercise the options
to purchase Parcels 1 and 2 under the Newland and Thornburgh Leases
i•;
" at the earliest time permitted under said leases . This undurtalring
` and agreement is expressly made for the benefit of all. interested
;parties,, as that term is defined herein, other than Signal., its
; ,: successors or assignt , and is not conditioned upon the performance
by Signal. or Deane of their obii-gations under this instrument.
3. Upon the exercise of the options under the Newland
and Thornburgh Leases, the Trustee shall hold, dispose and dis-
tribute t•S.tic to said Parcels 1 and 2 respectively, as follows
(a) Provided that Signal or its successors or
assigns are not then in default hcreunder, Trustee
shall assign, transfer and convey to Signal, or its
r successors or assigns, the following:
(i.) Title to any 'and all portions of said
parcels 1 and 2 and the rights in said parcels
,-.,fyq, :... :r., _ •...Y ..,.. ,.is ♦ t.:... .. stKinY. ..w .N�., v ....b„7!q, t,.. � ,. •.: ... ...
V ' ' I' �'
set forth and described in Eyhi_biL "A" attached
to the MasLur Ground Lease, and by this reference
made a pzirt hereof, which have been rescrvcd by �
Signal pur.suant to said M. er Ground Lease for
its o •m use and benefit and which arc: not includod
in the. Subject Proper:t— �
(ii) Any portions of Parcel l and Parcel. 2
excluded and excepted from the ].eased premises
• pursuant to the provisions of Paragraph 3, 1 of
Article III of the Naster Ground Lease;
(iii) Such portions of said property 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 t« time of the exercise of the option and pre-
At 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
.f 1
certify to the Trustee as to such portions of said property to
be conveyed to Signal pursuant to Sections (ii) , (iii) and (iv)
of Paragraph 3 (a) of this Article III, and Trustee may rely
jupon ,aay certificate signed by an officer of Signal certifying
i that Signal is entitled to a conveyance of such portions of
said property in Accordance with the terms of the Master Ground
i Lease.
ME Ira
i o (b) TheTrustee s1r4:11 dcdi.cute or confirm the
dedication for Pub" use any and all portions of said
property shorn as streets on any tract n;ap theretofore
filed of record by Deane, or its successor_ in interest,
and -ill- portions of said property N•:hi.ch Signal and
Deane may have theretbfore agreed to dedicate for pub-
lic usn pursuant to any _agrecment between Signal, Deane
and the City.
(c) T: om time: to time ther:eafttr, the Trustee shall,
upon written request from Signal, acconipani.ed by a certi_--
ficate sir-tied by an officer of Signal to the, effect that
Signal. i.s entitled to a convoyancc of aclditiona7_ por--
tions of Parcel. 1 and Parcel 2 under and pursuant: to the
terms of the iiastcr Ground Lease, convey such portions
of said property to Signal. but only after givang Dean`
twenty (20) days written notice of its intent so to do.
Should Trustee reccive any written objection to such
conveyance from Deane within said twenty (20) day period,
then and' in suci-i. event Trustee shall have the right 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 T• :,stee` s failure
to make such conveyance as contemplated by this sub-
' ' paragraph until such dispute bete•..=eerz Signal and Deane
has been determi-ned by agreement or judicial action.
(d) The Trustee shall convey the fee to all of
the lot's which have been sold to buyers and with
\ respect t:o which the buyers 'are glen entitled to
receive title under the terms oL any sub-lease
assigned to the Trustee pursuant to any Declaration.
of Trust entered into by Deane
in connection with the Sub:livision and de\%c 3uL,1;w11t of
each tract of Lhe Subject PI:oj_)ert:y aS IlOreiyi tftL:r
prow i.ded in Paxagraph 2 of Ar Lisle V he::oof_.
(c) The TruUL-ce shall hold Lille to all Lots oihicl.7
have been sold or sublet to buyers for the benefit- of
such buyors and for the benefit of Deane or Deane's
successor in interest- as their interest may appear
until. such time as such b'uycrs are entitled to -receive
i • "
title thereto under the terms of the sales contracts
or subleases entered into by such buyers wi-th 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 Dcanc, accomp<<nied by .a certificate
signed by an of_f4.cer of Deane to the effect that D^:uic
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 dull to Signal and whicl.� are
not then subject to any sales contract or subler.ses
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 a.17_ interested parties, as said term is
herein defined, shall cease insofar as such property
is concerned. F
t •: ARTICLE IV, Maintenance of igcwland and
+• '' Thornburgh 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 terms of said Leases, or either of
them, at any time or from•time to time throughout the existence
of this Trust or until the aption to purchase Parcels Nos.
: l and 2. respcctivctly, hive been c;:erci_sed as, hc,i:ein 1>> vvi_cl�cl,
' 2. In. tl.ic event Signal fail:,, to pay and cli.:;chzurgc,
or cause to be paid and discharged when due, and payable, any
rcnt or any other charge upon or ill conncc.tion with Parcels
Rosa l and 2 to be paid or diseliarged by Signal under the terms
of the Newland and/or Tluol:nbui-gh' Leases respecti_vcly, or should
Sign-1 fail to cure any other breach or default which might- �
occur tinder the Nev,land andfor ThornburE;li Leases within ten
clays after written noti_cc fr,)m Tri..stcc, t-hei-i Trustee shall pay
1' any such relit cr other char,,,e upon or in connection with the
Jleased premises or settle or dischurgo any action therefor or
cure such breach or default, and Signal undertakes and agrees
to rciyabu,l se Tru,,;tee and to hold Trustee free and harmless
from any loss vihich it inay sustain by reason thereof. The
undertaking of Trustee under this Pzirz,graph 2 of Article IV
is made expressly for tliE. benefit of all interested parties, �
as said terra is defined herein, other- than Signal, or its suc-
ccssors or assigns, and is IlOt' OnCii.t.iOnaL upon the perfazmance
by Signal and/or Deane of their respective obligat:i_ons 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 anal Thornburgh Leases,
respectively, are to be sent to Trustee instead of Signal., to
the end that the Trustee may receive any and all notices and
other communications pertaining to the said Leases, or either
of them, including without limitiing any and all notices of any
breach or. default -under said leases. Upon receipt of any
not-Ge of default or breach udder the Newland and/or Thornburgh
• Leases, Trustee undertakes and agrees to forthwith notify Signal
and Deane in writing end furnish to Signal and Deane a copy of
euch notice. ,
. Q
L�, In o, der to secure the perforni.<<ice by Si£;lial of
its obligations under L11c Ncn•rland and 'iILOI:nbuq�h Lcasec;, si-nal
hereby assigns to TrusLcc all of its ri.g,hL, title and inLerest
in each of said leases , and aJ,J_ of- its rie'llt, ti.Llc and interest
► as Lessor of the Master Ground Lease. The assignment for security
effected by this paragraph shall be distinguished from the abso-
lute assignment of the opticTls under_ the Newland and Thornburgh
Leases which was effected by Article III of this i-nstrumenL.
The assignment for security herein effected shall be on the
fol.l,otiling terms and conditions:
(a) Until foreclosure, as hcreinafter described,
by Trustee of the security her^in given, and cxc(l-)t as
otherwise herein provided, Signal. may collect at the
time of, but not before, the date provided for pay-
meat, all rents , income and profits arising out of
f
the Master Ground Luse and may -retain use of and
• enjoy the same. Similarly, S:i.gnal may until fore-
closure, as hereinafter described, exercise P-11 of
the rights and pri.vilcges of Lessor under. said 14aster
Ground Luse and as Lessee under the Newland «nd
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 vTriting that it has cured such default and
shall concurrently make written demand upon Signal
for reimbursement as provided in said Paragraph 2,
Should Signal fail to reimburse Trustee for the cost
and ex—enses incurred by Trustee in curing such
default within thirty (30) days after receipt of ti
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 -
r
t ,
40
to Sil;ntrl. 's intci cst in anti t t:hc sciid Lease (t;cval, nd
or 't'hornbu)-811, as the case may bc) under w'lti_Cll dcfault
was so cured by Trustee and Signal ' s interost in and
to the Master Ground; Lease insofar as it: relate.^, to the
prolicrty which is subject to the Lease under w,hi.ch the
--lsaid default c:7as cured, and Si.gnal ' s assignment: of such
interest in such leases shall become absolute,
(c) The vesting in Trustee of thct int.crest: of
Signal as Lessee of the t;e.•rland and Thornburgli Leasr_:s
and as Lesson: of the: Master Ground Lc<<sc shall. be sub-
jeci to the rights of Deanc as Less cc of said Master
Ground Lease, and shall be. subject to the rights of
e1I1}' sublessees or assi.giices of De<.nc, and shall. be
further Fabjcct to the rights of any holder of 'n),
lien or mortgage against the Subjr!ct Property which
is the subject of the i`iaster Ground Lease, which said
., lien or mortgac,c has been or may be acquired in good's
faith and for a valid considcrati.en.
5. In order to further secure Trustee against loss by
reason or any breach by Signal of any coveriant 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 pori.ion thereof to Signal, Deane, or any interested
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
insurance on the Subject Property or any portion thereof, Trustee
shall give Signal 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
�'•of $750,000.00 so deposited by Signal. ��rUh TYLIi tOC s11a11 Lc_ held,
1' 1 used and distributed by Trustec -as follows:
(a) In thee evont th-.t. Signal fails to pay and
discharge, or cause to be paid or dischni:gcd whets due
l and .payable, any rent. or other charge to be paid• o:.-
=; discharged by Sigiial under the Newland and/or Thornburgh
t
Leases, respectively, or under the terms of this Agree-
went, within ten (10) clays after written notice from
T ustee, then Trustee may use so much of the moni.cs
then on deposit with Trustee under this Paragraph 5
as may benecessary to pay such vent or other charge
upon or i_n connection v,,ith the leased premises or
settle or discharge any action thexcf.or, or cure such
breach or default,
(b) Should Trustee use any of the monies so do--
posited by Signal pursuant to this Para,-,raph 5 as
aforesaid, Signal undertakes and agrees to r.edeposit
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
t this Paragraph 5 shall be reduced and shall be dis-
tributed and returned to Signal as 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
1 - deposit the sum of $200,000.00 in said Signal
Purchase Payment Account; ,
(iii) $100,000.00 when Trustee shall hold
on deposit ttie sum of $300,000.00 in the said
Signal. Purchase. Payment Account;
.. .. 4 - .. QST.TP
(iv) $1.00,000.00 whcn Tr:usLce slvill hold on
deposit the stint of $600,000. 00 in L-ho said Si(_;na.l
l
Purchase Payment Accotint;
' (v) $1.00,000.00 wlicn Trustee shall hold on
deposit the sure of $500,000,00 in the >^.i_cl Sil;iv
Purchase .),Iayment- Account:;
(vi) $100,000.00 when Trustee shall hold on
deposit the sum of $000,000.00 in the said Signal
Purchase Payment Account;
(vii) $100,000.00 wlhen Trustee shall hold. on
deposit the suns of $700,000.00 in saiid Sj_gnal
Purchase Payment Account;
(vii i_) $50,000.0U :ahrn `.s rustce shall hold on
deposit the sum of $750,000.00 in said Signal
Purchase PaymentACCOu21t.
(cl) Any monies deposited pursuant' to this Paragraph
5 which then remain on deposit FAi.t:h Truster shall. be
used by Trustee for the purpose of paying the purchase
' price' to be paid by Trustee upon the excrcise of the
i•' options under the Newland and Thornburgh Leases, re:-
. s , spectively, in accordance with the provisions of ;
ARTICLE III hereof.
(e) In lieu of depositing rash with Trustee pur-
?: ' :. suant to this Paragraph 5, Signal may at any time or
from time 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 y
1?aynienr_ 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,
or cause to be paid or discharged vIlion due and pay-
able-, any -rent: or charge to be paid or discharged by
Signal under the Newland and/or J'horllburgh Leases or
under .the teems of this Agl'eeillent (including without-
limiting the dciposi.t to be made pursuant: to subpara-
graph (f) hereof) , the obligor_ tender said bond (the
bonding company) :ill pay to 1'rustce the full. pciyal_ ,
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. accuiii�i7.ations *in the
Signal- ;.'u7:chase 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 tern of years, Signal
Undertakes and agrees that Signal will, at least-
three (3) years prior to the expiration of the term
of said bond, deposit with Trustee an amount equal
to the sum then required to be deposited with Trust e4
pursuant to this Paragraph 5 'after giving effect to
the provisions of subparagraph (c) hereof_. -
(g) Any monics paid to Trustee by tl:e obligor
i
under any such bond furnished by Signal 1--rounder
shall be held, used and distributed-by Trustee in
accordance with the provisions of this Paragraph 5.
6. The remadi_es herein provided for the benefit of
Trustee shall be cumulative and shall be in addition to any
remedy provided by law or in equity. Y_... ..
7. Signal undertakes and agrees' that it will not '
assign, transfer or convey any interest under, the Newland and
Thornburgh Leases without the prior, written approval of T-,ustee, .
provided, however, that Signal may, without such prior written
approval., assign its interest under the said Newland and Thornburgh t
' Leascs co an cntiLy, including, NAt.hout limiL:i_ng, a sul')sidiary
or successor entity, which Ims a ncC worth of not I-CSS than
: $9,000,000.00 ($6,000,000. 00 .Lo cover the maximum liability for
rentals, and $3,060,000.00 to cover the purchase price) over
<'Ind above its equity, if any, in the Ncwlaucl and Thornburgh
Lcases and/or the Master GrOLInd Lease.,
ARTI_CI E V. 'laintenunr.e_of Masten- Ground Lease
and DeclavaLion of Trust by Dome.
1. Deane undert-akcs and agre.cs to maintain in ful3.
F4
force and effect the iinsLcr CI'Oltnd 1"ease in a cuz-reat. and
non--dcfaul.t statues and agrecs to cure any and all defaults
which ma occur under the Lcr.1RS of Saad lease at any I-ime
or from time to time, during the existence of this `Lust.
2. Deane agrees that in connection with the sub-
division and dove].opmcnt of each tract of the Subject Property,
1 it will enter into a Declaration 'of Trust-• with the Trustee
in the form hereto marked Exhibit "!u" and illcorporated herc-
in by ref erence, and will assign to the Trulsteu for collection
C•111 sales contrzicts or subleaseb w'tlich it or its succr_�'-So2
in interest may enter into w:'L tIl buyers iIl coilnec.tion with
the developlaent of tho Subject: Property.
' 3. In. the event: Dcane fails to pay and discharge,
or cause to be paid and discharged when due and payable, any
rent or other ,charge upon or i_I1 connection u;ith. 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
c
other breach or default which might occur under said Minster
. Ground Lease within tell (10) days after written notice from,
Trustee, then Trustee may (but is not obligated so to do)
Spay any such rent or other charge upon or in connection with
the leased promises or settle or di-charge any action there-
for, or cure such breach or default.
4. Signal and Deane undertalke and agree to serve
upon Trustee a copy of any notice of default perinittecl 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 performance by Deane of
its' obligation9 under the Master Ground Lease, Deane hereby
,
::
as title and iiiLci:C�s s
Signs t(, TrListoc all of its i:igliL, t C, e,0.
i s, -itcr Ground Loasu. The assignment: effected by this
i iid IqL j;
paragraph is for spciiriLy only. Said CtSsi1g11n1C11L for ScCurit:y
shall be on the following terms and conditions:
(a) Until foreclosure, as hereinafter described
by Trustee of the sccLirj.Ly herein
given, and cxccl)t as
herein otherwise provided, Deane may enjoy all. of the
rights of said Lessee under said Master Ground Lease,
subject to Dcane' 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
Mastcr G):ound Lease as provided in Paragraph 3 of
Article V, Trustee shall notify Deane ill V7ri.tiT1g that
Trustee has cured said default and shall_ make writLeri
demand upon Donne for reinibursetaent as provided in
said paragraph. Should Deane fail to reiraburse Trustee
for costs and expenses incurred by TrusLcc in curing
said default within thirty (30) days after receipt of
such notice, than the security effected by the assign-
went herein shall be deemed foreclosed as of the end
-anent
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 assign mei�L_ of its'interest under the Master Ground Lease,
(c) The vosting 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 Crowd.
Lease and shall. be subject to the rights of any buyers
or sub-lossecs or the rights of any persons to whom
Deane has made an assignment of any of its interest
under 'the-Mastcr Ground Lea6c with the consent of
Trustee, as hereinafter provided, and shall be
R!
fur_t h c r to the r ilr tic"; of ':tny holster of any
lien or mortgage again:;t said property which has
been or may be acquired in good faith and for i
valicl consideration. The vesting in Trustec of the
rights and obligations of Deane under said buster
Ground Lease shall also be subject to the Declaration
of Trust incorporated by rcirsrence, above as ExIii.bit
Pt ji
t P
6. Deane undertakes and agrees that it will not assign,
transfer or convey any interest under the i;aster Ground Lease with-
out the prior written aflr.oval of Trustee, provided, however, that
such prior vritteaz approval shell not be required in connection
with any sales contract or sublease entered into with a buyer or
.. r
in connection with the execution of any deed of trust in favor
of any lender,
ARTICLE VI. Receipt: and Disbursal of Paynents
By Trustee and Establishmcnt of
Reserve Accotuit.
, :.
1. Deane undertakes and agrees that concurrently with'
t giving Signal notice of its intention to place parcels Linder
is
°• • ; development;, as provided under Paragraph 3.1 of Article III of
; . , the Master Ground Leese, it will furnish a copy of such notice to.
- •. '
i' Trustee and shall indicate in each such notice 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
;i
payments payable by Deane to Signal under Paragraph 4.1 of
Article 4 and Paragraph 14.1 of Article 14 respectively of the
14aster Ground Lease.
26 Trustee shall- establish the following trust accounts:
(a) ' Signal Rental_ Account;
' (b) Signal Purchase Pa}nnent Account, ,
(c) Signal Surplus Account,
(d) Deane Reserve Account,
15-
3. The monthly payvio-nts rccti.ved by Trustee frcrn caclt
of the sub-trusts created by Deane, pursuant to Paragraph 2 o.,:
ARTICLE V of this Agrr.co.munt, shall. be 'allocated to the account
referred to in Parngraph 2 off this ARTTCLII VI, and- shall be re-
tal.ned and disbursed by Trustee as foll.ot,s:
(a) Commencing with the :l st clay 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 title total sum arrived at by multiplying tkle
total number of gross acres then undercievelopi . ., by the
sum of $1,050,00, and thereafter all such allocations shall
be made to the Deane Reserve Account until a disbursement
is made: from said Signal. Rental Account to the Signal Pur-
chase Payment Account, as hereinafter provided, at v.hi.ch
tima Trustee shall again allocate said payments to tbri
Signal Rental Account until such account: again reaches the
total sum arrived at by multiplying the total number of
gross acres then under clevel.opaient by the sum of $1,050.00.
Trustee may from time to time reduce the amount to be so
accumulated and hold in the Signal Rental Account such
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
• - is
instructions of Deane and for t'.e account and risk of Deane, ;
invest and reinvest such part of the monies on deposit in
the Signal Rental Account as Trustee, in its sole discretion,
shall determine are not currently required to meet the quar-
terly payments to be iaade to the Signal Purchase Payment
Account, 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 i ,)on the New York Stock
w n . Oft
D>:cllantc, or such funds clay be deposited 1,117on Lhc vn.,it.Lon
i.nstructic its or Deane in an interest--bcarin,, Lime deposit
a� savings account. Trustee shall be and hereby is fully
empm.,°cred to sell any obligations or securities purchased
by i.L" pursurint to this subparagraph (b) at the then market .
value in order' to provide caste to make any payments required
to be made hereunder: by Trustee from said account. Trustee
may hold such obligations or se.:urit'ies so purchased by
it hereunder, whether in its ovni name or street name, with-
out any respons-ibila-ty ogler Lhan the safe keeping thereof.
Interest or dividends recci.ved by Trustee on any such
obligations. or securities in each calendar year shall be
•distr_ibuLed to Deane t•:i.thin 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 invested in any
calendar year as h`rein provided, then and in such event
Trustee sh.,11, vi_thi_n sixty (60) days fol.lo` 1. 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
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 o : the said date had
no such investments been made by Trustee. Deane shall
have the richt at any time within thirty (30) days after
receipt of such notice from Trustee, to withdraw, and
Trustee shall, upon receipt of written notice within said
thirty (30) day 'period from Deane requesting Tru-stee so
to do, del.i_ver to Deane, cash or securities in a_, amount
not to exceed the amount, if any, of such excess on deposit •
in said account:. Similarly, upon receipt of written
rec{ucst from Trustee so Lo do, t)canc shril.]_ dc!posa.t with
;CrusCce in said account. an IRIOunt equal to tlic c`wiounU, if
any, wh0roby said accowic is so deficient,
(c) Com:nenicinr on Lhc 12th day Of SepLembla ,
1969 anal qui artcrly the;_-caft:er for the period licrcinaft:cl
. e s
provided, Trustee shall t;i_thclrat from the S}gjlal Re��tal
Account and shall di.stri.bute to the. Signal3'urclitt::c I'a.y-
ment Account to apply on the recitals and purchase p'ly-•
meats payable to Signal pursuant to M'ICLI; ICJ and
ARTICLE, XT_'J respectively of the Master Ground Leasc,
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 sure of $100,000.00 so
allocated in any calendar year shell. be rctai.ned by
Trustee in the Signal PLIJ:ChasC llayrnLnt Account, to be
held and used by Trustee as hcrc'in.after. Pr011ided.
Furthermore, in the event that tt e Master Ground Lease
shall be terminated by reason of Deaue's default
thereunder or hereunder, all rentals and pajnnents
received by Trustee and/or Signal from the Subjcct
Property up 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
Payment Account. t.
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,
further, that when Trustee has accumul.atcd the total
sum of $3,060,000.00 in the Signal Purchase 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 marries on deposit in the Signal Purchase
Payment Account shall be held, administered and used
t
by Tr•ustuc as follows.
M Trustee sha11 usr- the sum:: accu,nulat:ed
in the Signal Purchase llaymrnt Account for the
purpose of paying the purchase price to be paid
,:..+by Trustee upon t:hc e; ci-cise of the options uvidcr-
the Newland and Thornburgh Lcases .respectively
in accordance with the provisions of ART OLE III •
hereof;
(ii_) In the event Signal fails to pay and
discharge, or cause to be paid or discharged •.hen
due and p^yable, . any rent or: other charge to be
paid or disch .l: ;c,cl by Signal under the Newland
Znd/or Thornbu; �;h l.cascs, resp� ct:ivel.y, or- under
the t.erTTIS of this Agrec::ient, within ten (10) days
after written notice from Trustee, then Trustee
may use so much of the monies then on deposit in
the Signal Purchase 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
by Tru;tcc withi.ii ten (10) days after receipt of
the i•rritt:en notice from Trustce that such sum has
been so used by Trustee;
(ii_i) Trustee shall. from time to time, ,upon
written instructions of. Signal azid for the account
and risk'of Signal, invest and reinvest all or any
part of the monies on cleposit in the Signal Purchase
• Payment Account and the monies deposited pursuant to
Paragraph 5 of ARTICLE IV hereof, in securities of
• ; the United States of America, or any agci+cy thci:eof,'
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
written instructions of Signal in an interest--bearing
time deposit or savings account. Trustee shall be
and hereby is fully empowered to sell_ any obli.ga:'ions
or securities purchased by it pursuant to this Para-
graph at the then market value in order to provide
' cash to make any payments required to be made here-•
;_;•:`•. under by Trustee. 'Trustee may hold such obligations
! i or securities so purchased by it hereunder, whether
t`
in its own name or street name, without any responsi-
bility other than the safe keeping thereof. Interest
1A 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 request
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
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 fro;n Lima to time be distributed
to Signal .
(iv) Should all or any Dart of the monies on de-
posit, in tlic Signal Purchase Payment Account be inverted
in any calendar year as-herein provided, then and in
such event Trustee shall., within sixty (60) days follo,,-
ing the end of such calendar year, dcLermi.nc and notify
Signal in writing as to the fair market value of the
monies and securiLa es on deposit in said account as of
the last business day of such calendar year, indlcat-ing
in such notice the ar.iounL, if any, whereby sail t:oLal
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 invesuaents been made
by Trustee." Signal shall have the right, at any time
within thirty (30) days after receipt of such notice
from Trustee, to vithdra, and Trustee shall, upon
receipt of written notice within. said thirty (30) dsiy 4
period from Signal requesting Trustee so to do, de-
liver to Signal, cash or securities in an amount not
to exceed the amount, i:E any, of such excess on
deposit in said account. Similarly, upon receipt
: ' of written request from Trustee so to do, Signal
shall deposit with Trustee in said account. an amount
equal to the amount, if any, whereby said account is
so deficient.
(e) All monies allocated to and deposited in the Signal
Surplus Account shall be distributed to Signal quarterly
or upon demand of Signal, o
:• . (f) It is understood and .agreed that under the pro-
visions of ARTICA�E IV and ARTICLE XIV respectively of the
Master Gtjund Lease, Deane is required to malce the following
payments based on th.c number of acres of the . Sulu j ect Prop-
erty placed under dcvclnl>-iiicnL by Dearic:
(i) RenL'a7. payreents of $300, 00 per year per
acre, or $75 .00 per quarter per acre;
(ii) Purchase paylligl-ts 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 rental and
purchase payments have been wade for a period of 30--1/4
Years with respect to any pnrcel placed under development,
the amounts to lie allocated to the Signal l:c:ntal Account,
as provided in subpar< graph (c) of this Par.ac—aph 3, shall
be proportionaztely reduced by the nu,-',c.r. of acres contained
in the parcels with re;:pect to which the purchase paymcnts
have been completed, and such parcels shall no longer be
' deemed to be under development for the purposes of said
subparagraph (c) of this Paragrnph 3. Distributions
made hercundcr to the Signal Purchase Fayroent Account
as provided under subdi.visioa (c) of. Paragraph3 of this
ARTICLE VI, shall constitute payment by Deane to Signal
of the pay-ments to be made by Deane under the provisions
of ARTICLE. IV and ARTICLE XIV respectively of the Master
° Ground Lease.
(g) All monies allocated to and deposited in the
Deane Reserve Account- shall be distributed to Deane at
intervals or upon demand of Deane, less an amount '
sufficient t:C) Cover TI"UStCCT5 CU{til)C'T15 ltiotl herc>TTidcr
an,-1 less a reasonable reserve as may be set: by Deane
to TtT^et cont-ingoncies,
(h) Trustee -nTay front time to tiilia deduct from
amounts distributable, to Deane hereunder amounts su�--
ficient to cover Trustee' s conipensati_on hereunder,
(i) Should the monies to be allocated to the
Signal Purchase Payment Account puT:suant 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 udder the provi.si.ons of ARTICLES
IV and XIV respectively of the Master: Ground Lease,
ten (10) days prior to the date when such payments
are due, Trusi:ee way withdra%,, the amount of such
deficit from the Deane Reserve Account and use the
same to make such payment.; and in the event- the
' monies then in the Deane Reserve Account are insuf
fici_ent, Trustee shall make written demand upon Deane
(a copy of c;hi ch demand shall be sent to Signal.) for
the amount of such deficit and Deane shall cause the-
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
a .
s. subparagraph (c) of this Paragraph 3.
.f .
(j) Should Signal default in any of its obligations
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 its costs and expenses, if any, in connection there-
with.
4. If the sum of $31,060,000. 0'I—has not been accumu-•
\.1ated in the Signal Purchase Payment Account by July 1, 1996,
:Signal undertakes and agrees to deposit with Trustee on said date
cash or its equivalent in securities acceptable to Trustee in
an amount equal to the di [.ference bc,L een the amouiit t hca. on
deposit: in said Signal. Pureliase Payment Account and the said Burn
'of $3,060,000. 00, to be added to the Signal. Purchase Payrunt Account
foz: the uses and purposes heruinabove. provided, to be used by"
Trustee pursuant to the terms hereof,
Should Signal fail to furnish. Trustee i,.,ith the
naoni_es. required for the purchase of Parcels 1 and 2 as herein
provided, and Trustee is required t:o advance its own funds there--
for, Trustee play retain all monics othervi.sc 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 EiTfYICLE' Vl:, the total shareholders'
equity and/or the total net current assets (total current assets
less total current liabili.t.'-os) of Signal and its subsidiary cot-
panics as shown on the Consolidated Balance Sheet of Signal for
any year prepared by Signal's accountants and/or auditors shall
be less than eighty percent (SO%) of such shareholders' equity
and/or_ such riot current assets, as sho,•n on the Consolidated
Balance .Sheet of Signal and its 'subsidiary companies as of
December 31, 19632 or in the event that Signal makes an assign-
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
0,000,000.00, 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 up-der subparagraph 3 (e) of this
ARTICLE VI hereof, and in lieu of malting such distributions to
Signal placC Such suliu; into the S).flna). ):urchasc'. Paynicl1t ACCOul1L
untill-ustcc has accumulated such alnouilt: as Trustee in its sole
discreLion shall dconi to be reasonable as socuri.ty rOr the pay-
nient of Signal's obligations hereunder, including without limitation,
the payment of all rot als thereafter to become due under the Now-
land and Thornburgh Leases and the payment of the purchase prase
to be paid thereunder upon the cxerciE;c of: the option to purchase
. the property as contemplated by the provisions of ARTICLE III hereof.
ARTICLE V7I. Amendment or ReyOC`. lt:ipll of Trust.
-- —
1. This Trust Agreement is irrevocable.
2. `l'lis Trust Agreement may be amended by the written
>11 Iagreement of all the pax-tics hereto, provided, howc• occ, that such
amendment does not adversely affect the rights and interests of
any interested party, as said tei-ln is defined herein, who acted
or relied or had a right to rely upon the provisions of this
Agreement. Should Sif;nal furnish a bond pursuant to Paragraph 5
of ARTICLE IV of this Agreemlont, 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
bc: required to arbitrate or determine controversies which may arise
t between the parties hereto or among the parties hereto (exclusive
of Trustee) and other interested parties, as said latter tern is
herein defined, nor shall Trustee be required to institute litiga-
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, Trustee may, in
j its discretion, agree to defend or institute legal a�.tions against.
persons and entities not interested parties, as said term is here-
in defined, subject to Trustee's receipt from Any $uch requesting
-party of funds and indemnities in amount aad form satisfactory to.
it for ue.,, in the prosecution of ar.y such act:ions.
If Trustee, by rc<:5o11 of i , , off_'i_cc lrerctrnder- or in
connecti.oa with its perforil of the duties icnposcd upon ii by
Any Declaration of Tru t 5u'. stant-i_ally in t:lrc form of the Exhibit
rr��rr instruuic;it which is attached hercto, is involuntarily made
a party-defendant to any action brought by any party, including
'but not by vay of limitation, a party hereto or by any interested
party not a party hereto, and provided said action is not attri•- '
butable to Trustc::rs negli.6ence or willful_ misconduct in conncc-
tion with its admi.ni_st-rati_on of accounts, including its process3_113
of and accounting for monies from time -to time received and dis-
bursed by it, or with respect to its perfo;_:nance on beh,-M- of
Deane in the event of dcf�:ult antler any sales contract, ngreemont
of sale or sublease (.,As said terms are defined hereunder and in
Exhibit "A`r hereto) , and further provided that said action i-s
not brou8ht for reasons ultiwately detc,:mincd to be attributable
to Title Insurance and Trust Company' s breach of an), liaLilit.y
or obligation assumed by it with respect to its undertaking as
•a title insurer (as said undertaking is more specifically defined
in ARTICLE XI' below) , said Trustee shall_ be entitled to all 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 funds held by it or otherwise available to it hereunder .
Notwithstanding 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..
1._._TtILE 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
6adc a part. hereof, which cos,iponsaLio'n shall bc. paid as provided
in said schedule.
ARTICLE X, 1•. -r, OF Trust.
This trust shall terminate upon the happening of any of
the following events, wlAchever shall first occur:
1. At the cxpi_ration of the Master Ground Lcasu.
2. Upon the exercise of the options ul the Newland
and Thornburgh Leases and upon compl.cLion of all. purchase
pa}-ments to be made by Deane nude; A1:11:CIlI. ::IV of the Aiustcr
Ground Lease o?, upon the prior tc,n- iination of the Master
Ground Leese.
3. 2N%enty-one (21) years af_tcr the deaLli of the last
survivor of the persons named and refc!).-red to as "Said g
Persons" in the amendinent dated April 5, 1963 to the Pies,
land Lease recorded in Book 6617 at page 970 in Official_
Records of Orange County, California,
NotwithsLanding anything herein couLaincd 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 slid 2 unless and until all of the rights and
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 otherwise secured, and in any and all events, Trustee
shall retain all right and power hereunder to carry out the
terms of the Trust Agreement-, and shall retain all right and
interest in the Subject Property and in the Master .Ground Lease
i, assigned to Trustee hereunder so long as Trustce has any obli-
gation to any interested party, as said term is defined herein.
ARTICLE XI. Liability Limitations.
As between the parties hereto, notwithstanding any other
provision herein contained or oLheL-wise set forth in the Declaration
1 of Trust attached heretc, as Elxhibit "A" or ill MAY DUCJ-Mr ltiOl-1
of Trust: substantially in the form of said Exhibit "A" inscru--
merit trhi.cli may from t:ii;le to time be c: ccuted as coil t-r_n;plaLoci
hereunder_ , it is understood "and agreed that the obligations and
liabilities assumed by Title Insurance and Trost Company or
imposed upon it by tlli.s Master Dcclaration 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 instrimients which might arise from its negligence
or willful misconduct in the co—se of its of '
accounts end with respect to matters pertaining to its .handling
of f{.inds in its capacity as Trust(!c thereunder) shell. be limited
strictly to those obl.igaLions and liabilities which relate
to its undertaking as a title instlrcr
of
� c
Y
i
for the Purposes and to the extent prov7dcO in any such inscruittent•s
and in t'hat: certain other insLru;uciiL entitled "Title 7n:::;ranee
a.tLaehed hereto ors Es "C", and addiadditionally,additionally,Agrc:e,ient" which as
j
as may be provided or determined in any policies of title insurance
from time to tit,te issued by Ti tl.c, Insurance and Trust Company as
contempl_atcd hereunder.
ARTICLE XT1. Miscel3 aneoxis
1. The ris;hts avice this Agreement
n
shall be. cunxtl.atINC arut the resort by any party to any rcr,:edy
hercin providc'd shall not be ronsLruod as a c;aiver of any other:
remedy or relief accorded to such party by the terms hereof or by -
ti
law or in equity,
2. Trustee reserves the right at the expense: of Cho
trust estate to take whatever steps, incl.11da_T1S�' judicial action,
it cieeras proper in or de- to perfect its position in connection
with the foreclosure, as is herein provided, of the interests of
i Signal and Deane under the Newland and Thornburgh Lc«ses and thv
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 Dirchase Payment Account which are attributable to the
payments received from 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 of Article III of
the Master Ground Lease. .
G. This Trust Agreement shall be binding upon and
shall, inure to the benefit- of the parties hereto and their re-
spective successors and assigns.
` 5. Notices and remittances sent_ pursuant to this
instrument shall be effective upon being ported in a United States '
mailbox in a sealed envelope, postage paid, addressed to' the
�t
J ill:ty ccMCe3"11ec} at.: (.11c aclJtC s c 5
4
Jrust-C'C; 1133 Soi.itIi '6priiiF, SIJ"ect,
Los Aiigcics, C;ali.foriiia°
jma1: 101.0 Wilshire Boulevard, ,
Los Aiigel.es 17, C,.lil:czz-nia.
Dcalie: P. 0° Box } ,
11urtingcon Beach, California,
1N WITNESS W11ERIl0F, the parties 11avc set thei>: hands
and seals the day and year first. above written.
" ,n«l.`; SIGNAL 01 L A1�1) CAS COMPANY ,
B •/cll.�� t't�I1' s __
"Deane"• DEANE BROT11ERS
By
"Trustee": Ai'v[7. TRUST COMPAn,"
ASS.ai .r scc�crAgy r
r S'I'OCY. COLWANI,S•_.--
E 'OYI.L I
' e i•Ue Ro,♦ta,ev,ll,D•••' 6 h1..o •.<0e ro+4 PU, 6. .. . ...r W C..e1.,hot 1"Itt' .�
t`i IiiS iC= C.•rP.,i}' Of LGii:IC i �n, r'dluu6r5 t.`,0 i v E101i
` 7H£lCii'J�:i 8F.CO.,LTD. �, t .,� _ SAFIV I It I,SUI.t',; C'Irnl,}
; u
• 1 4 a es.r:,stt.•t cr ca+.t a,..a T. `- � ,r•w. <c c.•n.c,,,t,cu � � t '
•' III s+=•,)!. ttul(u„ore•/,Igvl ,I� +,1, ,
et NO
t0X-M
ir. �• •''..+ww�.....'.....•+..r....._..�_ t�tl• 1 I,•r�1« rl t I. Y Y C, Il`^J�
;+ � ""EluCt,I�'18 0411�@l llO uo Cd�.(uC.t I,.'il Cr(t,fiu'i! i+, ,
01�7
!• 11_zoll( LY, Stir.N•rly ) ti Ju Pl.l"S..�J.\�,iJr Y - . ( 1'I �.•'•
1. That wo, Si-nal Oil and Gas con)-?-_:I , CO_ V�it�V".'., i%i'l1 t ''Ui Call-Od
i7Cl ti)C J.tG)`: JLCi _:)SL' y' ('C)3))t:_ :j�, t. CO~2; C :.' 1i11n; l:i,C_Ci and, ,)Y
• -laws C6 lilt S'a,o Oi A\�li �.i).:.�, <.:Cl .'_.�.I:Ua to i. +.:,....A Ll.i�t_.C;..:� ill ti,-_ C+LP.LO
{'r• Cal{;.Oi-.11i:, <_.J l.:tL;._ill LILiO
• the 1.'ltia
�' 1
r.C'a`C`1;1.:aiCl FG SO i.,, l:\iAlll liiV.. ,' U, i•:C lii I C': �:?'::Ci iC^,, foI D..O r.•ay„1C !t ,� t
Vlili,Cil CL:II F-I)ti ti 41iJ 'tU \•::: 0.31Ci U 11 J G:a: i1Cii r eY_CC':.L03: mid ihit; t i
• :NC;CCS,SOi'S, 1Y ;:1�11C: ::C�'`.3;.:.11,y, fi. :)i,ly 'CY ttl ..>. ltw'�::,,iii:i. 1 J:'� 1 •�'•'
lr)C-`:0 \vYitl cla7ni_ J. s:onor,
1Gsl rC'i!r :iC't 1< i7CXJ' C11 tG" l:, 1':v ll'.C{:, )�SS:V i;. CO iilil :1nd JC:):1 .�.
of tii:3 W• (r:.' 1\3v1!:1,liu J,'::UZ i..OtL,ZIDJ 1141.01,.%va ern 1 •�'� i ;��
7J59 and llFlAI.15, 1963j, mlG t l'•il �t
1 r}Ss�j till 1�i 1I1Ci-J:,l c:+GU G1 vill�r 1, J.0SI Ci1tGTCc; iilto Cl lC'aso �'Jiul Y•1V;ieilGCt O
t / �.1110ai]C11-igi1 ^1iU Lubai•v r1�:.O�iu Lit, :it{} 6t �1 , ••
-y,is - 7 •,, C-s• ,? >^ 12 10Q) c- ':C:,C6 i:;1G is 'A 1a-st.-Or GrGililCl
1'/LL1tll1S, �i1C? 1liiCli.._l Oil C e... ,
CO Vli�'1 D'-^^ .' i 1 tl
' LCz.� ...,i,:1 i:JiGif:3i:i, a C6:CC;�J;'..,�C!i], :i _.i.1C:i•C::.Ci, C.I1Cl t
t;I:IER)J.1 S, ti.c Prir,Ci':J. :are, c r. ::: lD_L
C:hiCxLd lr,%O 1 s ,> i,iG..� C:: -Ci is 17r1__::-( 11, Jvv 1'/i..1 L.
• { t a t
, � '• :d_]:JIIJ.ance C.n G 1 3.L�i' C'G`"1:S_.t1, ^ 1: �cu! .�J.l'- ,;C., .: ''�IC4 T.,t`.:,t
r• [, i.to_ tl:r e• t 1i iir^,i.1C:. 0 a S: .l;;:.laJS: i_CCOu
i ~ - • ` `rOr :3a Sign-'d Gur71us Accourt, od ^. r::d 1F,0 r,i73vi �:.
-min" oI socu, lid iG� tf1L Mt:2�ti• :u�%CO 03 � 1\01'ii :u a.d 1.i,om uiG.i loa , and
r
' L•tkS, the Obliaeo desires to s£Cur2, i:sell _A;-aills t loss b'f reason of the breach l trt
a fly S:f;nal Oil and Gas Con, pany, a Co.00ratlOil, Of itllj 0: tilti3C CO'IClla.':iS COiltalriC'Cl
r a�1 said Trust Airs Crnc nt regardll:- the ri<j'il,�nt Oi r l'lt Or Ot1t"i C}1? GCS c^,S required T qu eCl
!'• :1y ,he terms of the Ni anti and 1.,1o. .--uurgh leases, by requirir.- tha Principal to
G3poSit tac su-a Of $7a0, 000. 00, 01- in lieu Of Such Cash deposit, a corgi OratC: S'arGty U' t ,': _ }• FBI ,,t
,!'•I 110nd lltltl4lly 'Art file 2mouitt Oi $'1bV, t%ll[]. tld. .....
�.O YY, '`l'i7,-, r�• '^• "'"u CONDI L IONi OY TT li S OJL.Ll ATION 1S SU�:1, tt:.lt, 11'
Signal Oil anCt Gas OOninany, a COTI)Or .tiGl, shall i1C7Crlllilj ttic> 0O11-Ce a ai 1 it rst t
=}ss sustained by tho�O li-ee by reason Oi tl�u iallllrt> OL till% Principal t0 ,
c;lllSE t0 b? paid Or diSCt131'7L. due and�+'payable a;]` I'Cn= Or Ci13rtTe p:yaLle Or 1; f
I 'Co be disclla rued by the Principal. unCier the 1\e`}`iarld O: TilO:ilbU: i1 1C?5CS,
' respectively, Or Wider till,". terms Of said Trus/_ A4 ret'.m: ,nt, ill aCCGrC11111;C with tilt? �`, 'I S
r,bliGations Gf said leases and Said Trust AUrcern, ill t71Ci1 this Ohlli�l tl0T1 1S t0 bc�'. I li
• rerr_a in in `4l iorce and Ctfect.
, VOld,•L'tr1G;•liISU t0 +• •, � r!I �
4 3 1 , ''•,•, + r , �S 1+ylTtl� ,
t J J J•' j t J ,.1.• I ' , , ' , II(111I 1 t.}•'.
• , . J .t 1 ' I t , ' 13 i 1 I
� l: � ri ', IS• I. t' ' t a ' ' ` . � ,. 1• ,•` � t•• ' lill•IS 1 .S`.
t 1• , , it-it
r ,
/j•. ':�.� t ' •t s •1• •, tf 11,•.< i 4 3' f. t r t 11 1 .
f ,. .. ... •..,.+t '. .r •.rl:p.t..lnnn• r3 , •St,:r „-rf', •l.tlr+.....:.�. n ..•tin r .. , , I •.
lRovlsed April 141 I9G3
>✓X1' BIT I l.;l
' •'• / Tf._ll /.•'•.:�'f'•Y"rnw^+....W,..+_v� t S.�-I > �•�•:i !•r'.ri•�{ �1 r•_r i• (•rf•'•f +s t•.,•'+t+t .,1�.� ,
�•♦ .rrf
..vr .J..,.r
1
.v _y.... � r... -i• .. ,j4?• .V S �....:. Hu:. S'ITFI ,,.q I• ,.r k
hZ 7 130R i�Ci 0• '
_. .. .
�('hls bond :;h:L11 h:Iii;lii! ill flll). IU1'Co :,i1:1 CiiCCt S01 .1 li^I'iOC' C!: ' t' 1t Lcl ! Oil 1,,, t
year„ (1,0-1/9) `.on,. t;,,' effect iv c ttc C,:
C0711MO;ICO r,0 )Ctii.).' tti:!il il';},Cia(,. ! )C' l )�tlll; ! t}. t 1' Gr t},. ei :'f1 C 1CCi :(;tiV0 LO
OE this b0;i<i i1 )) I: lt� S`il:.11 1): 1'i''iL t Ci iil i5:, i0ii:`,;'i; ;iia11:11" :'cS fl'.;.. .
1CCllli IARti.'Ct 111 iil0 S;t,it:1 k�ll�C'1:L C i'lyi3iCtit ,�';CCUUll" purt;uz.Ilt t0 `>.ri1C1.J vl. of t110 i .f
A(rreelccnt:
L'xter;{. 0, Sut•0, s S iabilit,r
At commenccrncnt (late 4t750, 000.00 ))}
When `x'rustce :hall hold oa delposit th° surn Of $100, C 10 00 �
1: . in the Si-nal i�urCil:L50 P2.Yl 1C1'tt Accou;-it G50, 0, 00
�TlriCil Trustee ,hall 1Told oil C:CI:JSI; ".0, Surn Of s00, 0v�1, 00
in the Sii;1101 PLl1:C}i:sr. 650, 000,00
When i I• S',00 s}Ia1l h01c1 c:l 601 O,'P t110 slam or 00, CDC).00
In the Sign,^:1 �u:'Gii...,0 �' iy2'llc;It �'\C:Cul)ii. . 450, 000.00 t
`✓hen ) ru t('i' :hi:11 }c ci o;l c;i.I;u:it Li; .:urll Jr ti 400, 0u0. 00
ill the S1rnal }: 350, f100, 00
When Tr)1 >iC'0 O;l:al hC!c1 On C, !;O 1,,: .•UZA 0; r .,iC!J 0,50, 00 +
t , iIl t}le Sir-nal 3:11,:r, iia..�l. '2501 0130. 00
i >ll}1Cn r11'U:tC0 sh li f C':C (i 1 `C h:!>lt tSl 6u'. I Oi y l•J 1, C+Jv,00 1 '
i r 'in the Sid ntll 'u.c},.. a P .,;,._.1< <.cc0ua'. 7.50 co, C0 t �'
�zTllen If 3 1 c 0 s'rltcli hU1(i on C CO itiC` -It-nl o 700, NO. 00
in the Signal 0, OCO, 00 it
�rY1r11C11 J 1'LtcI 0Shill hula C.1 C j Q , i'..' 1:un1 C,f 4` :50, 0,00.00 ' !'
' in the S?�11r) �11IC}! ,c 'L) .yT:.i.,1t t.Ci Cu:tt l�ii1
t tl � ti \ .r t •L � t., _
l..
- I si::r.' 1. 1 ) •t' � e i- , '> i � � 1.
f ,
L -J, VVVI•�1d d0•it�rf :/V�. ' , ! 1 r '! 1 ' t••'�1 1 •j 1 ,
Dmild NO.
t /. T• r l .r �. , r,C y
(,I1\�J 1..�J•!L YJ lii1J/.+t .TU1•♦ 1 �-�J Irli !�A `�'t.IL 1 '� 1t .1 JJA, t"
:f 1,G T(.i((Ul 1'• L.I.L r:1J a\r)y�i� .1f1��, )�a:.. S..C:.�. L it tfa��i:: .Si.. S_.. l�l.'�la�. �".�.L L�LII,:.
. . rl)_rirjs.•.t�)JJI�rA.� ).11 iJll.lJ./ .,..,.L:J J� ,/:.t,,:x�i'rJ�ir;:+l�.(�a _ ''i;- ,- •i 'I.•
I;El }1C3 UVC11t :i11111 tt:3 St1vot`f's It abi_itJ bo Cuiil':d.^ l o, C'woll i11C1ii�;i1 tili$ boilci
con'Zinuos li o:1 y0 i' to ycn.v, moi'J ii1C_i, o,,. :o; (t.::: C18 paid, 01: C't�C).'i L' ?,:I •. ( i.�'
1 o roa ,(l ill tho :lrnauilt. Gf bond a t;d.
•1. .1 T.Y•�',' Jt VS'L+)ryliL R T l.:G,C\1.'.1:.)� .11t wr�, "• 1 k ,I ti ` < .,
! l,i..�yC) Tl�lli G% i CtiG71 Eii1.^.�} i.l C i�lCl i[1 G:flUi ri a`i U tl Irl—ni G Q1.lioco<
S•inf i Tact 'S"1C14y+ :,hall )iD 1/�4 iVC� aiT �jni�ii.� C� isl:,j C.�iioul.L i1,:iiT t'r,irtt
01 1t3 C:CCu`,.'cnwA.
' C, o cuic O;- -action o, IU-' 0.1 s u � ined I
uT1icSLi Clo c"un10 1J2 con-..s,Cncc i l';.ii;i;1 ZiU: iS:Oiitil,i �;:Onn "11:: ca"..C) Cti);7C7tAOt1 r '
't iTl Ti<.iCi C, i:1111
�. 1\io a s i1gn;.1i:it,. G: t i OOLIt; LG 1 :r,cl TIO TiItiCliilC..�tG:7 Gi r,C Trust A a T't?i:7:w 1, t
� ,1 'i/ CI tl Q f
;i.:' C1r' Of t11e 1\l ;; .iiia G1 J..1C1::i:iiii'L;,1 It \'r1i1C,1 :O;l.ii <:i1ect ttlC' 1T::iJ' I, I h ,.
this 11C1 ;�I i'11 by 7n-m"j vITbGtlt 1i.e G 11'1�eE S \V�litCa CG15e11. o .t
the Surety.
I . ,This 1:G:1C1 shall not %'U construed as ally form of titlo iT sur,—.nco o T1SCti tL ,P I
guarailteo ni uratnce.
Sig 1CCtI so,-cd x.d Da{c a .1113 day Ok
T 0.,F„l4 C U;r�.+ �'I<:E:.a li 1.:.lid _..W.�,....•�,.�.-T....� ��.._.....•....a � t t t, :' 1 .1
r j
R41C1
•� ,r '
\x^,' COS' J L 1'y 1
`_ ,•. �. 1 l , ( 1V r� .J_/ .l lti lJi r..:1 .� a u a 1
'' , s li { itl ! ,1 + ypSr � - t 'ry T"I,• l t
r Ott, � ,1 2�' '�1 .. ,. �• 1 ' ' • [ t .,
� � I, � t' I its •, !!:.'4 i:'.{. J � , t ,, ' 1
• r•s J (.'' 1 i �. I t 1 '• t 1
r I.*
• :; f i'-�� , I; ,, a ` � I ,. � .. '.,,.:e+ �. , , ,,� t .,
� �.'j ( t �� i•„1 v ' 1t �. .1 t r 1:',y a �, .t 1 al , i P ! + I,� {
'T ( l•'R Ir 11 � 't ` ' , '4 '��•e7 , t!, � ' i '' 1' I.r't ' 1. -t �:- ` it I 'f., r .I
• ,I,, 1' `� { ,,t� , h:(r�. { I' l i �''1 r "j 1. ;.I f:r a. t. , Y'. , rl 1,� r.t I,
f '' 1 ri '1 1•f " hl r I, r ' 1 , �"4, lr ,I r r r t .Ir. I'.'r , s , 1 (,',
').t I � /i• � I .r. I' . ..fr.rJ, d 1 ..i.•.r.,: `fl.J.. •1S'I I'I 'la rr r'-f,..... •rl'�'•�-' ' .S ��T r
atavised April 14, 10GS
'r
llTiCl,f;itf�`J.'I:U�I 01, ''AI16`i.'
TITLE JE-SURANICE AND TRUS`j-' COviPr1I;'.f, a California
corporation, hereinafter called and Di.A3.11E
i3ORTirERS, a corporation, hcreinaftcr called "TRIOS` oll",
hereby declare :
1. That- the Trust created by this instrument
relates to Tract , as per Njap
recorded on the day of ,
19 , at Doot Page
of Official Records in the office of the County*
Recorder for the County of OranFo, State of
California.
t '
2s That TRUSTEE has received from, TRUS`1OR assirrnmeni s
i .
j of TRUSTOR 'S interest under subleases dcucribed on
Exhibit "A-1 to A inclusive, attached hereto
and incorporated 'herein by reference.
3. That THUSTOR shall hereafter at such times a;, its
I
interest in said subleases vest, transfer to
TRUSTEE, pursuant to this Declaration of Trust,
all of TRUST•OR'S interest in subleases arising
out of TRUSTOR 'S development of Tract
14, That Tract consists of acres, and
! for purposes of determining; rentals and purchase
payments under that certain Mast Ground Lease
defined in Paragraph. 1 of Section 1 bel��r, said
acres shall be deemed "under developr-wnt"
as thjt term is understood by the terms of said
Master Ground Lease.
a r1'n.at the ` RUSIII .L will hold subleases assigned and
t:raun.-,fcrrcd to itpio-,m ;nt to this D-clarttt:iml of.
Trust, IN TRUST, under the cond:itiory:� and for the
purhores herc:i.naftor set forth.
SECTION 1
1. As used herein, the Term "Master Ground Teaser'
shall refer to that certain lease dated September
12, 3963, betv.-con SIGIIAL O:CL AND GAS Co. , a
COTp01''it- CaT2, as ),CSuC}:C, and ` -RUS TGR as lessec,
a memorandum of ti hich v;as recorded on the •'14th
day of April., 19611, in Boo}: 7003, page 68.l of
Official Records in th:.-, Office of the County
i Recap ucr; County of Ori�ir,E;e, State of CalifornJ.a.
2. The term "vendee", for the purposes: of convcn-lence,
shall be used co dess'�r1�tte theub7.essee of a
portion of the real property sub jest; to the terns
of the aforesaid ~Master Ground Lease; such sub-
lessee holding; the said real property by way of
t an approved sublease provided for under the terms
of the Master Ground Lease.
3a 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 includos a purchase al,reemcnt
as defined in ParaGraph 4 below.
i .
F. � As used herein, the term "purchase a;reement" shall
be deemed to refer to the agreement entered into
_ be' on each sublessee and TRUSTOR, as part; of
-2-
sublease, whereby s,lid suble,;,sce may purchase a
U- �fee siniple in' rest. in the! p-.,,oper,L-y sjjbjcct to
the sublease by making corLa.ii,n pa-,rj-.LCj-,t3 in
-addit-Lon to thong called for in said ,.-,i.Cblcasc,
as rental payments, said additional payrjjc,,-jt.,3
to be known as "pvrchace payments
SECTION IT
A. The paymon'L-Is required to be made by each vendee
under the terf,-is of each sublea2c shall be can-ic' Subluasc paylijoi)-U 'hall be
solidatcd into oi and s
paid to and received by the TRUSTE'E v-s one
reTAIIA-ance catch month. The TRUSTE'"e, shall establish
a separate account for each vendee and record
therein tiLe rent--al payments and, if applicable,
the purchase payr,,ent made by each vondce, pursuant
$J,
to the terms of the sublcasr_� assigned hereunder.
'h h wln6 account:
B. The TRUSTE.' shall establish the fol3o
1. Trustor 's Reserve Account,
C. The monthly payments received by the TRUSEE,T from
each vendee shall be allocated to the account
referred to in paragraph B above and the funds
from time to tune allocated to-such accoun" shall
be retained and disbursed by the TRUSTEE as follows:
1. Until the first day of March, 19059, ' all payincilt's
--received by the TRUSTEE shall be 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 GL).1iCient,
to coverRUSTEEIS fees T- - es hereunder, and less a
reasonable reserve as may be set by TRUSTOR to
meet contingencies.
eft
1111110iii
2, Coln;�enc-.tnF, wit:ii tic f:i.r•st day of mr irch, 1969, all
pa'—ments received by the 'a,`i�US�'i:i? from the vendecs
shall be allocated to and dcpos:itcd in the `irustor Is
Reservn Account., and the TitUSTE E shall monthly
tra17Cf Cr the f Lind 3 IXI the j'XU:lt OX: tIy f'iGUt'r"\�C Account,
Jess an amourit sufficient- to cover TRUSTI-,E 'S fees
hereunder, and less a reasonable reserve as may
be set by `1,US".O'l to meet continUcncies, to Tile
Insurance and 1'T u.>t C:ompaily� as `Jlru:'tee Of that
i certain `'rust ACreemnent I•o. , dated _ w
as executed by said `PLUS`.E' L, F
-- J� thr
i TRUSTOR 11cr. e-undc r and OIL ANM GAS, COt,:i'Ai;zX, a
corporation (hc rL i n 7f f.er rofcr;red to as the '11,1AS`�E R
TRUST AMHEHi-_'x'11.I' The first transfer shall. be
' made April 1, 1969, and thereafter, monthly so
long as this trust and the MASTER TRUST AGREi M'_"4 T
shall remain in effect. Should the MASTER MUST
AGREE1,«'.N1 .' terminate prior to the date of the
termination of this trust, such transfer or
` distribution shall be made to the then party car
parties in interest entiti,-,d thereto.
SECTION III
The TRUSTEE is directed as to each account established
with respect to a sublea,ce to:
1. riaintain such account records and transaction
details as provided for in Section 2954 of the
California Civil Code (or in any successor
sections thereto)1 where applicable.
2. slake such records so niairitai.no(i zq,,,ailablo to the
sublc.;:,c c J:'c)):- rea.rvonablo I,n3pc c. ion clu'o.-Irigr Tru,11',e c t V,
businei-'s hour" ;
Provide -'Each Sulblo-,sc-'c wi"IL-11) an arii-ju73. stat(.mient of
hAs or her account w)A.hin sixty (67) days after
Dece,nbcr 31st of each year as provided for in said
Secticri ?9521 cf the Cali-fori)ia Civil Cocle (Or
in any succe.rjsor sccII.Ionc, thereto) , where applicable.
A rcason'ible service vill be mLiJe by thc Tm',tcc
for any account st;Atc,-.,Dnt- other than the above ri-icri tinn,,!d
arimial w'hic-h :Lt providc.,> purouant to tht., .�cqucst
of any .sublessee. Such char6:: will be billed to the requesting
sul,Icsscc and all payrcnts for such additional st-ater icnts will
be rolairied by the Trusucc.
SFC:J:y O'N IV
Trus'-.Ce shall
notify arid advise th;� vendee of each sal: ' :ase (as such vendee
is th,-,n J.C�entified cn the records of the Trustee) that if lie
is not then in default, under the terms of his sublease he
has the right to purchase (subject- to the resr.,rvati-ons.
contained in said sublease) on the day of
the fee title to the premises by signing a letter of
instructions to tic Trustee (a copy of i-,,hich lcttnr shall be
attached to the notice sent to the vendee) wherein said
Trustee shall be notified of the vendeels intention to
purchase the fee title to his lot on the day of
as
IM
a
Spe ifical.1_y, the vcnu:>e swill be irnr;t:ructed by the
Trusi.cc to + nc1.o:�e era.t.ti cl ::_ itcx h.f i.nix uct:inr,u to
Trusted the sum of thirty-f:tvc ( �;;>.00) doll , , as provided
for :in s?id sublease as the phv,chas c payment:, plus a)..L
charUes and experises to be incurred to effect a transfer
of title as the same are ti;pccdficd by ttic Trustee. In
the e•rent satci thirty-five ($35.00) dol.l.ars and' an amount
cc,ual. to tlhc fees, charges and c;.:i,cnscs «,, specified. by
said Trustee are not Paid, them t iie `Iec shrr1.1 notify
T.rustor in writ:inn; of such fact ar,d shall ncC-t Do obl.i6ated
to proceed furtlhcr v;it;y said t1~an;:fer until said fees and
costs a:, c paid.
On rr '-)efor,, the date specified In the letter of.
-.n.truction r:;:creed to in Sect---on IV by the vendee as
the date of purchase of his 10L, the: Trustee sh:1.1. notify
the Trustor of the intention of tihc verrde so tc a0qu--'re
title and shad indicate to said T a u:ator Wl cUcr or not, tr,e
vendee has piOV1CCd %!he +'r t 't Viith all fees necessary to
acquire said title.
SECTION V
The Trustee shall, on or before any purchase date,
request Title Insurance and Trust Co,.,pany, as Trustee
under the afojesaid ;l;aster Trust A ,Ice„bent and pursuant
to Article ITI 3. (d) and (e) of s.;xid Agreement to deliver
to the Trustee hereunder a deed covering the lot to be
purchased as specified in said request. On the purchase
date, the Truc;:ee hereunder shall
_ I. Deliver said deed to th� -- vendee;
' •2. Distribute the sum of thirty-five (4,35.00) dollars
to the Trustor; and
3. Credit any remaining a.nounts t'-, its ovrr. account.
e
a• ee;" '
.A
In order to accoi,gpl:U h Lit,,! ford;(.)i.ng tr an�,,f r or
title, the Trustee ee is authorized to adopt such r:,eason cbl.c
procedures as are convcnicnt to it:.
SEICT10�1 VI
1, Unless Funds are available in the trust or depositcd
,with �.'RUSTi?1, as afol^csaid, TRUSTEE shall incur no
liability or respon,;:VIAl.aty for nori-pa,rrlent or
transfer oa' any fund;,, and shrill not be obligated
to cure ally defalll.t.
2. -In the cN-ent of default: of any terms, convenants c,r
c.ondit:i.ons of any sub.l.Ci so, snZll notify
TRUSTOR, in writ:i.n", and give the notices prescribed
in said sublcascs. 7n any such event, TRUSTEE
shall upon r;ritten inst.ructionS of the `iRUSTOR,
acco.,lpani.ed by monic'r; and indr_'i;iriity suffi.cie.lit
to the jtadr,r:ent of to cover all. chary cn.
expenses, aild liabili.ti.es, take such action and
proceedings as may bo necessary to carry out the
proiisionl- of the sublease, or terminate the same,
and upon :'mitten direcUi_ons of TRUSTOR sublet ox
assign said property to another Vendee, or reassign
said sublease to TRUSTOR.
i -
3a TRUSTEE shall not be concerned with. moneys needed
to exercise options relating to lots not coveread
by Subleases.
SECTION VlI
t
1. TRUSTEE shall ha;,e no duties, responsibilities or
liaW lities other than those speci.fica'".y provided
for in this Declaration of Trust.
M
G. The pz,ov�.sionc; a� thin Arclau<<t•ion of Trust: shall
bind TRWS`20�1, TRUSTJ"j`"y their succcsi ;ors and asi�ignn,
S. `J'RUST)ELE sha ll lbc c:nt5_ticd to compensat-ic i for
-servj.ccs as set Forth on Exhibit "I3" attached
hercto,
SECTION V7111
This trust shall tcrmO natc not later than seven mon.tiis
subseq.uont to the c>:piration of the last sublease hereunder
assigned to.,the Tru tee.
SIB C'i.'I 07"T YX
k1 used In this in,,>tmimont, the masce..1rie gender
incl-O.cs the Feminine a:-id neuter, and the sinf;ular rlember
includes the plural, whercver the context so reguires o
DATED at , Calit'ox-nia, this
day l.g6—
TITLE INSUIRAIICE AND MUST CO;,xi'fiuiY
- By
�,x�u-7zl icer
TRUSTEE,
DEANS BROTHERS
gy��resiaen,
TRUSTOR
` SCHEIDULI: 03, 'i'ItUS7'i;li'S 1.-'Ei?S Ut;D1:11, t•ITU-114
OF 'i'i'UST
$1. 75 per month for each subloasc, for collect:i.nl; and dis- :
5 ; triVoLi.ng the mo.thly installment of rental. and I.mrcha se
paymwnL reccived, if no impo:.,nds for to}.C=S and insu2.",1iZCC.
If Trust:ce is requi;:cd to col_lcect impounds, ti.le fee will
be $2.50 per month.
7_. If TruSL'eC'. i_s required to service at;reentcllts of. sale, make
payments on construction loans, col.l_ect, impouids for taxes
and insurance, and collect ntonLllly insLal_ln;ellts on subleases,
tI.10 fee schedule shall be:
$5.00 per month fo,: collecting and distri.hucing the monthly
installrlcnL paytitont received from each property owne.r.
3. 2'fini.rlt:m fee of $:'_5. 00 for ea-li foreclosure action iliiti.o.tr.d
(i.e. , service of Lhi-ee -clay notice Lo quit, or execution of
qui.tclailr deed) . Additional_ reas.onable co-r,pen'sation shall
be charged for ally extraordinary sr-,a-vices performed in con-
nection vj.th any forecl.o urc acLion or ally other acLaon to
enforce the toims of the doci-wwnLs trrlllsforrou Lo l.rustee
herclt'lder.
'+s $25.00 for each sublcase. and/'or aplec ment of sale reassiMiCd e
on any term.i.naLion or transfer of interest; if di.rec d by
the propE'.'"t:jr owner or .ul7l_C see, the fee is to IJe pa, ., by
y
the property a nei or sul.ti es See; oLhert•7ise the fee l• 1*11.
be paid by Trustor.
5. Trustee is authorized and directed to retain as its compen-
.sation for the e:;i_raordinary services being perforilled to
effect the transfer of title to buyer, the escrow fees
referred to in Par�lgraph (�) of the Tract Trust A-reement,
in addition to the other- fees herein provided.
6. In no event shall the minimum monthly fees be less than
$100.00 per .aonLh for the services rendered under each
.°ract Trust (i.e. , fifty (50) acres put under development) .
: 7;. Reasonaolc comperes tion 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 incoille
or other tax reports, and for other serv'ecs of an extra-
ordinary nature, provided, hmmver, that should '.rusCec:
desire or require legal counsel concerning any matter in
which Trustee is called upon to represent the interests
of Trustoi-Beneficiary under this Declaration of Trust",
Trustee shall notify TrusLor-Beneficiary, and Trustor-
Beneficiary may desrygnatc the: at-Lorney or al-tor'ncys uhom
Trustee shall consult or retain in said matter; Trustor-
Benefici.ary shall be responsible for counsel fees and
expenses incur.-red in connection with said matter, but said
: respolisi>:ility for counsel frees shall be limited to these
4
e
r; fees C 11 17 ed b}' c.otitlscl. desi.z naved by Truster Iic Yc'Liciary,
except LhaL if 7'rustor-Bc.acfj.cJ.jiw has nOL dosi.l,m!Ucd
counsel within Lon (10) dz!ys after_ being tlocific'd by
Trustee, then Trustee if; free to scicct i.ts o;•In coLtnSo,-,
ar►d J'r-USLor-I +::nc:ficiary shall bc: c:;ponsi_l�lc f o7- coEin:;c l
fees cmd expenses incurred in comiectir a wit11 said mavLer.
Tt is mutually miderstood and agreed between Tn-istor-
Benefi.ci,ary anti Trustee that •the fee sclnceiuIe: abOVC aut•-
1ined is to cover Lhe fi.xst: ten (1.0) years of the nperation
of this Trust-; at the end of said peri-odl and each ten (1-0)
years thereafter, t:he fee schedule is Lo be rent oLi_<atecl,
to give effect' to increases or decreases, if any, in the
cost of doing business in the Trust Department at Title
7nsuranee and "Bust: Company when comparod to the cost: of-
doing business by said 3. ep,s irL:ncnt in 1966, r
-SCHI'DU-1.11", OF TRUSTE111" 'S )"];I.I'S
SCLLIJ) )"'ec, payable upon Cx0clition. cf Tros L AgrecmcnL M0. 00.
11. For administering the Trust" as TrusLec tintil cash paymonts are
pursuant: to Paragraph 5 of ARTICLE' TV, or
received by Trtist:oc pius
pursuant to ARTICLE VI) o:E the 'Crust Agreement, a fee of
$100.00 per annuai.
71.1. 11"orruile nc ing with the clit:c 1.tpon which Trustee shall receive cash
payments, cith( r purs
uant to Paragraph 5 of ARTICLE IV 0 au
pursuant to ARTICLE \-'I, an annual fee of one-half (1/ 1,
2� of
warl,ct aluo.-v. -,�
one percent (1%) of the faj.3 of i*he follow .
but in no cvca-,f- le. -, $200, 00 per annuia s s Cia i
(a) The cash or securit, if any, c1cposiLcia i ith TrusL
rauraph 5 of ARTICLE. IV;
pursuant to P,a
(b) The cash or securities hold by Trustee in the 8i6nal.
Purchase Pay-iiwnt Account;
(c) The ::ash or S(_'CL1ritj.CS held by TrUsteC 5-11 the Signal
RCIII-al Account eqLi,,,alcT)t to the sum arrived at by
Multiplying, the total 11L11Tt1)L!r Of acres UIC11 U11dC1-
dcvelop-ment by the sum of $525 . 00.
The fees payable undc-.L this Para-raph -FIT sl-,all be paid
b
monthly, such 111011thly 1)�,"mnnUs to b�! cqual to one-twelfth
(1/12) of one-half (]-/2)jcf one' porconL (1%) of the fair
market. value of snid amcounts . the fecs payable based upon
the aforesaid amounts dcsc2 ib(.,6 in S:tbpararraphs, (a) and (b)
shall be payable 'by S31c,rl-1 , aria the aforosaid aiiiouats des-
• cribed in Subparagraph (c) shall be pe,�,ablc by Deane.
IV. The fees payable under Paragrnph III shall apply to thu first
ten flo) years of the tel-rii of Lhis Trust. AL the end of said
period and each ten (10) years theccafcer, 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 c,.)st
of doing business by said Department in 1966.
V. -Extroordiviary Services:
Reasonable compensation in addition to the COLM.Sel fees and
expenses for any services hereunder in connection with any
proceeding at law or in the preparation of income or oLhcr
tax reports, and fcr other services of an extraordinary nature;
provided, however, that should Trustee desire or require legal
counsel concerniner 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 AgreemcnC, Trustee
shall notify Trustor-Beneficiary, end Trustor-Bcneficiary may
C's-1 desigt, .te the artorney or attorneys WL10111 Trustcc shall. consul(:
or retain in said matter. Trustor-Beneficiary shall be re-
sponsible for counsel fees and expenses incurred in connection
�,itla the said iiiaz:tcr, but said responsibility for counsel fees
shall be limited to those fees charged by counsel designated
by r_-usto-.r-Bcncficiary, except that if Trustor-Beneficiary
• 0 1 ..
SCHEDU1,1; OF TRUSTI;I:;'S I�l-, (Conti_uucd)
<< t _ _ _ _ �'ES
1 !
has not cicsa.(ma -ed couil:;e7- ;•;3_L11J.t1 tcn (10) days "nfter boi.nl,
zloti_fied by 5:rttstce, tnct� 1'ru,alee is f-t.r.c to seJecC: it, o; n
c:ounsel_, and :[rusLar-rcnefi.ciary shall be responsible for
counsel fees and expenses i:icui:rcd in connection with said
alatte ,
1• ,
1
�. /ShiI;I\hi717i�` TO
,2 T1ITS [ MFI ui` l IN11' t o t,1-i c 11or .i ria Ct r,i: vej-owed LC1 r ti;-- < t+'- `t
3 ment :is made r rtd c t-ercd :i nf:o this 3()th dr- y of Sept_c'hll)c�1�� 1.969,
4 by and betive(m THE STGNA lL, C.OM,IIAN']ES, :CNN. rc)rmc1�1_yr
R i i i ( S �
SXGI� tA„ OIL Ar.17 GAS C:OI•iI'�l)�`, , a cc))-1)orati orl, roferl-c cl to ]lc l:eirl:Ifter
G as "S:il noV', and SIGNAL L/��I�I)I'�11:I:, IT'�C. , fol-m(crly k1 own as LAND,1iARj-',
r/ ESTATI:S, INC. , a Col-p(A-atiCM, 1- '1'C1-1-cd Lo lli'Lein ?I t.C'i as "Lalldl?larW.
awl TITLE' AND I'I;t13T CR.L.'i'i'sY, }ic�1-.�in�lttf�, referred 1-0
J as
10 ` R E C' I T A T, S
11- A. A tr:? ;fi Fl�'1"t°c;�:(�lli. t,x.:,i nlsi(tf� ,lnd c)li.cr> t�d 1'.11vo oil
3.�.,� ,.,. ,
1`G'l�rlt<,. , y 1`l t>y l)�' L111:1 1)(�i 't'('it 71(,t';.�t t i).i.1 Li1iC.1 G$S (,O:llpi111y, s1
)� CC)1TM%'it7 (",'1 (1)C )Cllo" '1'11t SJ-;';tt ).1 ('(�i ft111 it�:i, 111c ,) , DO,, I c
�, r . ; <l CO, })Uk�-.Lif)fl, ]l+i•'I-c'J.?1<: t.Ct`�" i + i 't,,. C) ' 1lttli Y, ;j
alld Dc'1?17C'. C'o1. l C'C't a.\t y < r
.<:. t. LI:l1:.tC:i"� 1t11tI ) s<' i Cl
:> s
lT)C'llt J , ra71(1 Ti C .til`';1rLli)( rUc L t;Gli;l?(I)?Yy lit']: (:'?tle f t('-'1' r ciC'.1':'•t!(l
t (�
to of "Trtu,tuc". Sa-1.0 tru.,A- for Ll)c' pu1'po;>(' of
18 facil:it.atinf UIC dcve.1ol)';1('llt Of C(91011-1 p0;'cc:t.3 o - real propt�rt.v
1•9 more particularly dcscr:ib-d ill said trust �11,rec•jlc,nt .
20 B. Deanna has Ler?liirlated i t:s contractuc,l and :l ease. aplee-
•?1- ments with Sig11a1, which agrecmcllts are more pa.1-t-:icular1y
22 referred to and described in srcid tl-ust_ a�;ree?lunty rxccpt as to
23 that certain 20± acre parec]. of real propel-ty described as Tract
214 5575 in the C:i.ty of Ilulltinf;t.on Beach. Deane llaS flll:1.11C'-r 1.'ecorded
25 a clu:i_L-cla:im cleed tas to a1.1 parcels of real property descrihcd in
26 said t.ru,t agreement except as to said Tract 5575. Said cluit--
27 claim dead was dated February 25, 1.969, and rcicordc« all April. 1.,
<f
?t3 1969 in Book 8916 pages 23 et seq. (DGCUIClt No. 15 2I) Official.
29 Records of Orrmg(,, County.
30 . Sig*,ivA and La1ldUldl'll have entered into C(Y_ta:Ln C()il-
31. t rctua:l. and Ioase agreements la:ith c.:ach other for tl'to purpose of
32 developing the same parcels of real property lahi.cll are the
l• I XII5I3IT "I�"
Ii
L I?.)ect. of i(I I rm't, n Cepiol; ol, Ow rrcllil(l
1)o t L,11 Si 1 A rind LZ I I I I)
3 and prospe( t l:i i Ill es F (I VL 10 1)c'(I S, c,n ill
4 llropt.!r ty hlv-.a concm-i-r-10- y o Triu;t o., rrz-oo.A
5 mid sul)'Je3.,4u do not ITLCI: -111 Illy l,.IliIlL(:r Lilt., 'A"custco 's
Oblij,","Lions (or 'I1,1.11fy to ywr1,01-1.) tc, thc- City
17 Of MljltilllUol "t lli,1111C�I I)L';WJ
i ;;il L o rld 1-11(, t vul,t
to 'vmhl3t,it--uL ;IIIJ !,Lkild 01- jll
10
Y:T
I'lle fzwt,!, ti w 1', he L J I aro t:j"oc
L3 :1 alld col-rect
I!�)
2, '.['hi' t U in A OF t1w
b 11c;-c-in i�. Lo iJi'llLrIn Ll
T cc a I I(I S tofi 1) 1 -o erl(.11 1 r1l ev� ,,J-y pl-cc 1) t�zi id
vAlerl-,ill Doall" vms .j (J c V I I �','tl.(.1 ;-'r(
18 Continue to opply to ])(•,Illn as ti) Tl-,!CL -Y)75 in tli(! CiLy of: llun-
19 tington Beacl-i
20 3. The parties hereto Agree t1l"IL: iill ri"Jits"
21 obligations and dutj(,s formerly c,xis'tlng between Silnvll, DL..-ilw
22 and Trustee, except as to said Tract 5575, sivill lict-eafter cnist-I
23 between Signal, Landmark and TrwsLcc, and Landmark ap,recs to per-
24 form all obligations Lori orly to by Dozinn under said
25 01-i"Inal trUSt agrecrlent as expressly modified Or amended
26 in this agreement; provided, hok-,IC'V-!r, that. Deane shall C01IL1.1-lue
27 to remain obligrato-d as to a'll provisions, of said trust- agre(-wwnL
28 as it relates to said 'tract 557.13.
29 Z1.. Certain port.ions of the Newland Propurty as dcscribcd
30 in said trLISt- agreement- are not subject to the Signal Landmark
31 1,cas c Signal and Tru.stcc agree that s'LICII portiolv, (110.1-einaftcr
32 known as the Nemland 11'emainder Property) may be clodicated for
j
• I` i
I
1�gqjp SEEM III
4
I i pub)is c;Lreots and/err: other pul,l i c pizrpwies by S i gmi:l .01 of dor
2 to f,nc:il:i tate the devel-opment of swirl propert'.y. Signal, may clod
3� to (tudicat-c, a fee or an eas.omwnt or other propo-l-Ly interr.st :iii
4� said Nowland Rema inclei: Propc-rt:y, In thP r'vc'rrt Of such
lrusCee will concurrI nt..l.y do'Otieate (i) Us :security inter"::t In
G such property interests and ill ;:ucli portions Of the hc,r,A.,md R(�--
z,iaindcr 3'roperty as arc di d is ztc,cl by SJ,..,, zi- : zncl (i :i) make a
8 presont dcd:i_.catiorz of all of in oai.d property intcrestc,
and in such portions of Lhu Propr�rty zi.q are
3-t7 by Si na1 to the c•f1-cet: th:zt iJi-<n ';`rust-Irie cxtcrcisos the
11 Option to purchase t1w ('nt:ir( I`:e�;1 nc1 Propei.•ty as prov:idt-,d for in
12 SK -Sid trip,L at;'L"eC'ltlent , thc pul)lie e'i)t.iLy to v:`Iwiii Such dcd.LC•,lti0iis
i
1•3 CdEa"(? I:TaUe Cti'i. I 1"C:Cei.Ve by ri'Iil;:On C).0 tl'+t, dOC1:1':ir"lc of a'rt('.7- arClirii"ed
14 titl(? it fe'e iTrt(2Yegt: in said ("Iscif`(,))U. or Oth 'i. propci-ty iri.tel"('St
�
15 � so dedic,it-cd.
IC) 5 . In the event ctTiy s—,p ec j r:, ;) t:i_mu for th.e pc,rfoi-WMICC of
IY + any acts otho-C than acts Dc,:zie is ol�li.g* 'Led to perform as to said
18 Tract 5575 a.} set fo'^ tl in the' tru;:t irf,r"eC'iient 1ms already passed
19 as of the elate of this agreement, Signal, Lnz)Amark and TrusteU
?4 sha-11 have a reason-able time after t:lze date of this a"lenduent to
?1 perform sucli act:. Thereafter, all other act.S provided for• in said
22 agreement shall be performed et: the time and place set forth in
7
23 said trust agreement.
24 6, Article IV, Sczction 5(e) of the trust- agr.-e.ezne:nt :is
25 hereby amcndcl to provide that the. bond form attached heret=o as
26 Ehhlbi.t I shall be utilized in place: of the form attached to the
27 original trust afro,.:ment as Ext—ibit I, and each and every other
28 reference to said bond form in the original agreement is li.lceivise
Y
29 amended to refer to the bond form at.tachcd hereto (13rhibi.t I) .
30 7 . Notices and remittances referred to in Article XII,
31 Subsection 5 of the: original trust agreement- shall be sent: to
J2 the following a.tldressos:
< .. x� ...: „,:
3 ,
Ci -
4�
I Trur,i(2e: 800 NortL Main Sti,eet:
2 Santa Anii , California 92702
3 Signal: 1010 Boulevard
Los Alige:.cs , California 90017
5 Landmor"I.: 1538 North Century "boulevard
Santa Anz! , Ca li forr i a 92703
7 All other provisions of the origi .ial trust agreement
81+1 witi.-i ti,._ '�••r_eOtlon of the specif.L'c amendments , additions an..
9 I modific•at l ns as set forth herein vill contin,ie to be in ef.' ect,
10`1 and the enrire agreement, togeLlier .wi t-h the provisions of this
11( agreement , is hereby confirmed and '_aril:ied b T the 1purti.cs l!eret.o .
12 9 . Signal acid Landmark shy ll, within sax months of the
13 ' date of t.h:s auxondmer.t, deliver to Crustee a -i�morandum of an
14 assig►.imcnt of their :.ensehald inter st in tru..t in a farm si,tis-
15�? Factory to 'Trustee for recording in order for the Trustee to
].Cd -, +- rh p,- _, _
17 � r' ._ _ ., . .��:.C;::: �.. t i;ti' 6��.�..h,�'.i4 c» catucuU�U .
1� 10. Notwithstanding anythin;; to the c,,ntrary provided for
18 in the trust agreement or amendment. tnereto, . aid trust agreement
19 as amended shall. be specifically enforceable 1-y the City of
20t Huntington Beach ,
21 IN WITNESS 4,iHREOF, the parties have et their hands ant:] �
12 seals the clay and yeas first- above :bitten .
23I THE SIGNAL COMPAN YS , INC, ,
formerly ]mown as
24 SIGNAL 0 t.L AND GAS COMPANY
25 By_
2G
27 By
t 28 TITLE INSIMANCE AND SIGNAL LIMMARK, IFC. ,
`.CRUST COMPANY formerly known as
29 LANDMARK ESTATES, -,'NC. ,
a corporation
30 By_._- _
33. By
'i2 By
By___.___
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Mail Tax Statements to:
CORPORATION GRANT DEED
FOR A VALUABLE CONSIDEPATI.ON, receipt of which is hereby
acknowledged,
THE SIGNAL COMPANIES, INC. , formerly known as Signal Oil
and Gas C-impany, 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 *,ender Agreemont and Declaration of
Trust recorded in Book 637, page 306 of Official Records of
Orange County, California, and The Sji nal Compan:;.es, 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 Oran-e County, Cali-
fornia, and re-recorded on October- 28, 1959, in Book 4945, j,'ages
307 et seq . of such official. records . Said lease_ was amenleu
by amendment dated October 30, 1959, recorded Dccumber 16, 1959,
in Book 5018 at pages 132 et seq. of such official records, and by
amendment dated April 5, 1963, recorded i�,ugust 20, 1963, in Book
6684, at pages 84 et eq. of such official rccords.
Said easement for street purposes is granted upon, over and
across the following described real property in the City of
Huntington Leach, County of Orange, State of California:
Those portions of the East Half of Section 12, Township
6 South, Range ll West, in the Rancho Las Bolsas, as
per map recorded in book 51, page 14 of 'Miscellaneous
Maps, records of said Orange County, described as follows :
Parcel 1:
The North 60 feet, the East 50 feet:, the South 40 fees:
and the West 40 feet of the Northeast Quarter of said
Section 12.
EXCEPTING THEREFROM that portion included within the
following:
Beginning at the Southeast corner of sa'_cl Northeast
Quarter; thence North 340 feet along the East line
thereof; thence West 100 feet-; thence South 50 feet;
thence West 167 feet; thence South 290 feet; thence
East 267 feet to the point of beginning.
ALSO EXCEPTING THEREFROM that portion included within
the North 200 feet of the East 195 tact of said North-
east Quarter.
ALSO EXCEPTING THEF:2ROM that portion included within
Tract No. 5.575 as .recorded in book 201 pages 41-43 of
Miscellaneous Maps, records of said Orange County.
EXUIBIIT "D"
Parcel 2:
That portion lying Northwesterly of a curve concave
Southeasterly having a radius of 32 feet, said curve
being tangent to the South line if the North 60 feet
of said Northeast Quarter and also being tangent to
the East line of the [lest 40 feet of said Northeast
Quarter.
Parcel 3•
That portion lying Southwesterly of a curve concave
Northeasterly tia,jing a radius of 32 feet, said curve
being tangent to the North line: of the. South 40 feet
of said Northeast Quarter and also being; tangent to
the East like of the West 40 feet o- said Northeast
Quarter .
Parcel 4:
The North 40 feet, the East 50 fees:, the South 50
feet and the West 40 feet of the Southeast Quarter
_ of said. Section 12.
EXCEPTING THE?EFT10M that portion included within Lots
517 and 617 of the W. T. Newland Tract, as per map
recorded in book 4 page 56 of Mliscellaneous Maps,
records of said Orange County.
Parcel 5:
That portion lying, Northwesterly of a curve concave
Southeasterly having a radius of 32 feet, said curve
being tangent to the South line -of the North 4.0 feet
of said Southeast Quarter and also being tangent to
the East line of the West- 40 feet of s«id Southeast
Quarter.
Parcel 6•
That portion lying Northeasterly of a curve concave.
Southwesterly having a radius of 32 feet, said curve
being tangent to the South line of the North 40 feet
of said Southeast Quarter and also being tangent to
the West line of the East 50 feet of said Southeast
Quarter.
Parcel 7:
That portion lying Southeasterly of a curve concave
Northwesterly having a radius of 32 feet:., said curve
being tangent to the West line of the East 50 feet
-of said Southeast Quarter and also being tangent to
the North line of the South 50 feet of said Southeast
Quarter.
2.
>arcel 8•
That portion lying Southwesterly of a curve concave
Northeasterly having a radius of 32 feet, said curve
being tangent to the East line of the West 40 feet
of said Southeast Quarter and also being tangent to
the North line of the South 50 feet of said Southeast:
Quarter.
EXCEPTING from each and all of the above described
parcels of land all water, water rights, oil, oil
rights, minerals, mineral rights, natural
natural gas rights, and other hydrrcari,ons by what-
soever name known that may be within o;_ 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 anv other land, including ti'ce_ right to whipstock
or directionally drill r nd mine -f-rum lands other; than
those hereinabove described, oil ,,r 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 rcdrill, 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
1.00 feet of the subsurface of the lend hereinabove
described or otherwise in such manner as to endanger
the safety of any highway that may be constructed on
said lands.
IN WITNESS WHEREOF, the Grantor has caused its corporate
name and seal to be affixed hereto and this instrument to be
executed by its officers Whereunto duly authorized.
Dated:
THE SIGNAL COMPANIES, INC.
(SEAL) By
President
By
Secretary
STATE OF CALIFORNIA)
) ss.
COUNTY OF ORANGE )
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 t'-e
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 by-laws
or- a resolution of its board of directors.
WITNESS my hand and official seal.
(SEAL) .
Notary Pu is in an -or
3. said State
431 w .: .. r
1,1L1 L 1 1'!):: S En Lei:A2n I:F, V.L)
CcV;1T(1,11?."1,,10,;1, G11 i�,T D1,11,J)
FOB, A VALUA:1J7, rccoip� o` I-A-11.ch is hereby
SIGNAL forwel-Ty ];gown as ET)"AT!"'S,
a corporat-ioll, hereby gran(-s Lu CITY OF BEACH,
municipal corpnr�,,Lion, uncle), HlzlL cc)-Lzlill
lom,"o bet--,.,een CC' 4PA's"I 1"'S TIT forinei
O L 1-c;n , (I Oil and Gas Comnnnv c- !-, .,'I I` E VA J." I'(' y is
cmipoj-atj,url, a W(11,110]:,]I dl[-:] of ,:!Jch ."i--s rccw lcd ill (Aw 0l,:Efcizlj.
Rccords, o-IF CounLy, Galifoj.,ni.,i , oil Pcc( iob1 ,r -12 , 1-969, in
Book 9162 , i.n t,1v,,, Tol To, 1)1,01)01,Ly -in
the City of Cuum:y of, 0j-i,,l,-,(2, of c'n'liformia :
Those portiuns. oj" Hw Hz,.71 of 11:o(-,Lioi) 12 ,
TownF:1)JI) 0 Suu'J), I j j"l Lj?t,
L-Is Bol zl; 1"( 1 " A101,dk-cl, i-)l 13(wk 1 14
0.[ c 111 1
Parcel
The Nori-l) 60 fee., , Llie E:., Ir 50 Fc,.,t , the 5oul-11
40 fcc.L i!n(] Llv, 40 (-)L Lh-l'! 1,k)rthow;t
S"id Sc�:tim) 12 .
EXI C1 I.,i I'll,J.: 1,i 11�,J,�I i L I L'.i c-,11 1 o 11 d ii L I i n
1:1-10 foll-o%ding:
)3C F,1 ill at t 1,C' Smi ew'nor of said P.ol,
Quarter; 340 fe,- C Jmj,f,, the Zinc,
Lhcrcof; Wc!;L 100 01ci1cc 'Sout'll 50 11,ecL;
Lhenco I-Jest. 107 fe(IL; Lhci)cc, Sough 2110 Lhonccl
East: 2()7 feet to Lhe point Of I)c-, inrung.
ALSO E),C]"HITING TJK-J,EFROM that poi'Lion included vrithin
the Nox-Lli 200 fc—c OF the E SL 195 f0CL Of S,-,id
Northeast: QunrU-r.
ALSO EXCEPTTNIG THERETROM tliaL portion includnd within
TracL No. 5575 as recorded in book 201, pagres 41-113 of
Miscellaneous records of said Orange County ,
Parcel 2 ;
That portion lyin- Narthwes.tcrly of j curve concave
SouLhoOSI:erly lv.iVinp, a radius of 32 said curve
being tangent Lo the South Unc of Lhe, NorLh 60 feet-
of said Northeast. Quarter and abso being LangeriL to
the Ea -,L line of Hic WesL 40 fect of Said T,,'0i-U1)c!aSL
Quarter.
EXHIBIT "E"
That portion I�IJlig Oi' ;1 CUI've CCnCave
Noru,heastC:rly b avinig �i r idiii:, of .32 feet, `Zl id cu9'v(,
bein„ t n-,,orc`i) . to tlhe, Norl ll l i rw i '
of said i',o;_tfi(-,,t. Qut!l-1-c]' +.)(I 'a.1 _o 1)o i nrr L a n 'i'IIt 1..0
1'110 Furst line or the G'i('_::I.: 40 fuci�t Of :it id 1\o iAl— st;
Qua_'e'er.
P,ircc-1 4:
The Ttorth 40 :Cc c t, the Post 50 feet:, t' Soiiflll 50
oc'L rc-I L-i.-ae VvlcsL 40 I_COt of ti:h
of said. Sect-ion :!2.
i:1 .1 port-,i.c; 5l,c•l_u(1C>Cl \r.i t 11 ill ].gut.:
51•7rind 07.7 of t1w V1. T. Tr;!ci-., i�, per.- ln::p
rec-u 'C!(' i in 'boo'C 4 htlgo 50 o>
records Of said OI-1Ii't;(: Colvli_y�,
Parcel 5:
That- portion lyi_n t:orih,'c ',>"tor� of- ;t cu�'� c' concr'v(_�
Southoost—or l ' h:"�.'i) a rL.(}itl .' of' a2 f(—t:, s4iAd curve
boin,,, un—l"C'i)t to tli - 1 its ' r,�() �1. 1_I-i) � c)+ t.hc• North /t0 feet
' hc� z.; L:'x('('j-11 to
of s�":id Socltll(:�l�,t: Ou,- 7�t.'e . <�;-�cl 1 .,c,
the Eat"L lin(-, of 1,11e 17 ell;L 110 fCc�L of Sili_(I S011LlI <1sL
Qtiartc�: .
Parcel- 0-
That port:i•oa Ivii)g, of a curve conClvc
SOLit 11i.E s C?r i�' lwivitvf a rz'd lu , Of 32 feet:, sold curve
being tailgoot, to the "out:h l.:bnc' of the North 40 Euet
of said Sout.hwa::t C)ut-rrtci- and j?sc.I Ile.i>i; toll„c-ni_ to
the West line of the I-last 50 fC:C'L of said SUuL11unst
Quarter.
Parcel 7:
That: portion lying Sout i oasterl.y Of a curve concave
Northwesterly having a radius of 32 feet, said curve
being tangent Lo tlic 1aesl: line of the L;r!st: 50 feet
of said Soutlicast QuorLcr and also bein- tarl};enL to
the North 1i11e of the South 50 fc:ct of said Soutlicast
Quarter.
Parcel 3:
Tbat portion lying Southwesterly of a curve concave
NortheasLe l.y having a radius of 32 feet, sa-id curve
being; tangent to the Last line of the Wcst 40 feet
of said Southeast Quarter all(] also being tangent to
the North line of the South 50 feet of said Southeast
Quarter.
2.
y ,I V11
E, 'l l):i'II:C C1 t i;, ("Icli :tiled �1.1.1 0 i t he -1)"v(!
parcels of .i;In( ,111 water, Galt,-Or Y?i`il'i:s, 0.11 OJ.l
ritp,ht:S, n1].nerzl1.s, In5.11C'ra r-L 11 %, natIIra 1"'is
].'Iai UI'a1_ 4`i!5i 'l"a_;',le .)/, r'i1d C)tt1.117 1 N' ZC)C'L:1.1)t111: l)V 4;11:11
soc°Vcl- tlltti: i,): y he t 11?.r1 or u11:2(^Y t7110
J3$rco s OF .laded 11C.,e:J.Il ov(' do l:;ih( d, to,"'.t:ller wi VIA
tl-Ie pel:petlla'l Y i.(11`1 c)1 c.lr. i.1 '1:Jn„> 1:l:i.tl:irlt;, e_:})103-i,1 I,
end o,)erat.inc... tlica- 'fo" ;Ind re-woc 'in;; ia)c_ :,,1n1. Jrom said
land or ally OLhor l;In(l, i.l�clutl:i.11;; t1ie right to 1•alli,p.:lLoel:
or recti_an;cl.a.y dr:i_il ;1;1(1 n,�irlc- f:ro111 land, Otil_ ,r L11MI
tl"1oF, e 11r C' C:lli(:i)OV(,1 dC':%(_` 'i,.l>cd y o:1.1 Ui:
snd a );3fts i_nt_.", thf-ou,rl1 oI: acro:�., Lhe 0"
Ole land 11eI:: i11t;l,c,, e' c:.,icr i.'.,trcl, : Id to boi.:.:om such
whipstocke.d or (t:i)"c,ct . t..;lly & "d 1:t':1_l:i, t:urrl(,'I
aLid slvi s, `�.tt".'cr Anti b(') 01- ho "eltd t 11c' c1_or:iol:
limit thc,)"c ( ,:lild t u
ITMi11;:aill, rt:p,cf_r, dt_i'JO,Al ;1110 t)�>:.''1'�;t<.` oily skwlt.
or It). 11CS. 1:'l.t:llOtti:, llti .t(:�E 1 ? tJ"U` 7'ii 1 Y t ) d iJ.,l,
explore aild op 1:";.'_C' i it .,)t_i': i) 01+, ,i'.i t::, o or t-hc. 11J)per
100 fc•(-t of thu F. t)c:u. iiur, ni'- 1_1;�, L, -,ui
descl`i:,cd oj: otll l.t 1_: i otuclj la nnl . r:ri to erld;:11 er
the S(,fet:y Of any llat'.1l1 d}' L.h::i: iit!'t;) he colt"--rlict:ed oil
said lands .
Sul) Oct: to thoL certi1:1)1 tlalSt. F3 '"s'G•'',t('rlty it":'.rIC't('(J, �)C't'.y?t.'. 'jl
THE SIGNPJ, COrxt'i:i:.11�t�, :li��; i oi' ,t'r:1; "Is S�,grl a Oal and Ca's,
Company, a CC)rpi)1'uL1OIl, .I .+.. �:j, . 1..`,1:,'I`.I'r,f;,
as t'1:t1s1'ors, alld 'LLLIC, 11i`tJi;U1C'L' I111(J )'1"i?c;1 (;G'il!;) tlyT, a corpoL.,. .i.co,
as truster., dated _ _ , 19
IN WITNl,,,SS 17i;1?12101', t:hc Crrini:or ll;i:l causc:d :its corporate= m,.mc
and seal to he affixed lieret.o and t lri :i :i.n;itrumcllt to be c-oc cited
by its officers thcreunto duly autbor:tr,ed.
Dated:
SIGT,VIL ]',.AJ DNARK, INC. , formerly knoe':n
LE1Nt)ltl,iZl: h,`>'S!�'1'15, INC„
13y _
Presidcnt
(SEAL)
By
SeC:r^tory
STATE Or CALIFORNIA)
ss.
COUNT: OF OItANC) )
On , bC_'jorC 1110, '711c Undersigned, a
Notary Public in and for said State, persona:Lly appcared —
lcriown to me to be the President, and
known to me to be the Secretalry of the
corporation ttiat executed the cai_tlli.11 i.n trt.ullcln.i: on behalf- of the
corporation therein named, and acicnov.,ledged to ulcl ghat such,
corporation executed the .7ith:in imst:ruvicnt pursuant to its by-'laws
or a resolution of its board of direcLors.
WITNESS my hand and official. seal..
(SEAL)
Notary Public in 111J for said
State
3.
s•. � f�� ! ; 1 Cf �= �i 1! � � �� r t t
c,
, U
1.1 c»" r� �,t ti I f• I I I � � �.
4II :Z
1c••,.�..,,:t7.-I . ..)i^ I(yr'.I ;.7r' �,� 1 i.�t
� i f
•
��7,, /('," �,/ �1.. I`\ •� I_/\I�1'I , i\1��,'Ii 11 t`: � \�I.1.;' j.,.
GRANT 0Y
r,,'.SEMi,;1Tl FOR STIZEA"T PMIPOSES
3 1.' "U' INSCRAINCE A NP ("OV;PANY, zi c or po r ii:1 on o r 11 j
IT], - -.,,c!(I
under 1-he 1:iws of I-lie Siol-e or Lo tll
City or- l"itkil-lici-pi:'.''I Cori or')t--ion. or
pliirposcni upon, owr wid dw fol'].Cowilm' dc"'cribedk
real property in the City of flunt.iu�Lon licillocli, County of Oranple;
State of California :
PARCEL A : The socuriity int-e3-ost. of TU--lo liv,111-ollce
and Tru,",L 1-hi coi'Lc1111 zlvreevt el')L
between Sil-'Ilrd 01 '.-L tlnd Cali" 0 Col-pol-oti,oll, 'lild
Denne Broi(Jicrs, a t Lors , and "i
a C Loll. a; tril"itue
exe.*cuLed Hle /I d,;Y o':- yea";
law,endecl wi Lhe doy of (-'n
rk kiw,-ln os
Lrllld;lwrlc 1'ic";' flic, ill fh. pJ .l I:"nd of Poaliv
BroLlwri , in Lille lot 'l pJ-opL!rL\: — the G()ill)Lv of,:
ia orn'-'C' aiL C e of "d i !dw �C)-i 11. ill "A"
alliii'l fly Ll-li:'
Parcel 13: Thc! prupt--i-L-y in "A" It-1t:'.1CljCd
ho-r(Ao Zuld by Lhi-is
IN WITNE11"? I ii . 'i In:;urll rind Tj-usi.: Co,,,,pooy lt'ls
caused Its corporil nzlli%: sell to be 13(.1 and Lillis,
instrili-nili: to bo is. ro,i-dcl-It �nl " ,t L"w
unto dulY au t hor od
Dated:
TITLE INSVIflhNICE, IM TRUST COMPA14Y
By. -
Pr esi< MIL
By
Secretary
STATE OF CALIFO1\)l
COUNTY OR ORANGE
On before me, clic undersij.,,nod, a Notary
Public in and for said SL.iLe, pursonolly tippeared
lui.,i to me to be the President, and
known to me to he the Secretary of Lhe corporo Lion 1-I)II:1 L execute
the within insLrLllllC1-lL on behalf of Lhe corporation Lilicilircilin nw�u--d,
and to me that such corporation executed the
instrument purs"I'llit to its by-laws or a resolution of its board
of directors.
WITNESS my )land and official seal.
Notary Public in and for Said
State.
(SEAL) EXHIBIT "Gt'
Those porl,-J om; of i-1), 1,"ost. 11,1,1 I o(' S'oc I inn I?, ip 6 Sow 1),
11 -in tho jx,imclw as I:t,,j, i,!,ip rccoj.d(.,d 11
boo'k, 51 pZw11'o M of - ,
,
reeoj.ds 0.1 said ou i'li;j!
("0111ty, dcz,C)-j )t,,k a, J,0*.L!-,. B :The North 00 feet th- 50 i'lle sow-11 /10 fe(! t and t-11C
Z10 fo�t of tho 0.1 S�wvion 1.2.
EXCEPTING TIIERI, -'Oill that: po-rtlo .,-1 ilic1lided �oidltl the
Beginning at V110 eorot,r Of said Nortlwo,--t QL1,11-t0l'; rll(MCO
I L (� Wkl--t 10(' fees-;Worth 340 fact alol),(, tho ' jil(- thcruof'*, tl-,( nc
,
thC11CC-1 50 fi2OL th0-1-we 167 Lhenoc South 29�,O feet;
thence East 267 fC(A: to ',A)L' 1)(Yi-FiL 0 hi-LijIIIJ 11")
ALSO CEP 1-hi wiLlhin t1le North
200 fou of t,. 0!, QIU,' YLOJC.
ALSO
5575 n,,; reiordc,-,i -iii I r,l '!,01 p 43 of
recce)-Cls Of
-2
That 1)Or t i on I y i N I L I,-,!: I r1 V 01-1 C V L' k),k I t'i t r 1.y
havi-n!, a ol' 12 b01 t:O i1)0 :;0UL11
11,T)c of the 60 1.,(!( :!Vid z1.
o
jc(.,L Of S"id bortb-
1)C i 11," tan,"";)t to tilt' li.11u o I" lk� Ww
cast Qual:Lur,
,havccl 3:
- of ellrvil (,07f,!(1,,)N7r. cr*ly
That: portion L,L L'.1e S i c j-J
having, 11 rrid-,iu,"� C)f j:) s i-1.i.cT to dic, N(Tth
li)je of the Snut.H 40 fi2(A- of -,"li d I"u: 10-1, tau,,,I L(, r ,I)I C, ,I o 1)ol ilq;
FM tangent to the EaFt li-at! of thu Wc<.iL 40 fect of said HorL,1l,caC;t-
Quarter .
Parcel 4:
The North 40 fect, the East 50 fect, the Soutli 50 feet alld L]1(2
West 4.0 feet Of the SOLALAWaSt QurIVLQY 01C SZ'�id SOCtIO- ' 22.
EXCEPTING TITEREFI-MIM that porti011 i11Cb1dC-,C1 Wfthil LOLS 517 and 617
of the 14. T. Nei-An-nd Tract, as Pm.- 11ulp recorducl ill book II page 56
of Miscellaneous 14,11)"", records of said Ornn-gc County.
Parcel 5:—
That portion, lying Northwesterly of a CU'rVe conc,"lve SOUth0aster),Y
having a radius of 32 1-(-,c-,t, said curve being 1-a-1gont to the South
-
line of the North 40 Riot of said SOUtIlOaSit Quaff-ter and i*,I,,.;o being
tangont to the East 11.ne of the Wo.st 110 feet Of Said Soul-huaSt
Quarter.
Da.cel 6:
That portion lying, Northeasterl), of a curve concave Southwosl,^3-` ,.,
having a UUdiUS of 32 feet, said curve bcrmag Umj;miL to the S
Line o-.' the North 40 feet of said Southeast Quarter and also
tangerit to the West line, of the East 50 feet of said SOUtlWa6t
Quax ter
E,X111BTT "A" page
11MV:
Parcel 7:
or.
o! ,V i,c 1 i 0 c I I v v the k.", t.
a rn 413 I'l
lillo of Chi East u o I s,'IJ d Soll -i t, OL1,11 1-0r 'Illfl il
t,tn(,;cnt to the North 1-:1110 Of Ow Snudl ."') ft-co of. :!oid 'So c llf.11ost-
T?
p ury N ' nAThat" pot -OV Tyin , c o1— e orrllo -erly
a radius of 32 fect, s-lid C-Li)-Vc. bui11g, t1.111j"o-1t to i1w E,mst
linc of the 140 .Feet of `dill so_ Ole,I.sl- Ou"'rtor mid boill-
tan--m-it to the North L.U10 Of th(I SOLId! 50 SZ1.1d SQW-IluaSL
Qual'ter.
:Cl:o,-,,. uoch �Ikld j of tIlc of hmd
oJI, ol-J, ri-b! s,
natural mis� 'A by vlv L--
SOLIVM. 11,1111(2 nr!y `)t! withi'll o-j- twdcj- Uhf2 Imrc-e!"; of J,--nd
Itc1eI n v to, th. jwj, or%i of di:iJA -
Vj
1f, -J",!-)L 1- 111
fraiii swid 1,1i 1
Or
llorclvfbcnrc, of 0
tIll-owl-i or o t1w
and to bot-Lo*.n I-)., c)), (I j-, r i .'I tilt di .i I (,c: s,
t1v,mr2h alld
yord il)c c;,t or
,-I" 3,cof y and to rcdri-TT
-h(,
deepen and Operate ",T)')' •',U Al 1.
ri0it to dril or.' ;Jnd Lhe j ;cc!
jjppC,: jj)k) f( C�L 0i VL(�
deqer'Ibco, ol. j-11 to lAw oc
any highway Com,t-l-uctc!'I Oil
E 'IIII',IT "A" 2
X
FFF If
RL;ISM 1iiT1('11! 1';().
RESO i,1'I' IN, U. 'I'11i (;Z"1'Y 01' '.I'Ill C;i:'3'`,' 01"
IMN:1111"','A)"'I `.l'I1 . H,
'.I'0 T11H Cll.'Y C)i.' ]i11N'i'1:'teG7'CY,+' Ml, ,ACIi
IaHEIIEAS, Govormnunt- Code Sec:t :ion 27281 provides L11,'A doted,
or grants C0Ilvc:yiI1S; l.n t_c'r ';;tS i.;l or czisct,,,�-nLs upoii re,,,l csLnLo
L:o a city for pub] ic. p,u-poses sha7.7 not. be accepLed .ior rccorucl-
Lion wit-houL Lila consent: of talc t rl;r' LSO evi uclaccd by ( c..tc
or resohut on of I Ct'c'1%tantli' ta( i ?t'll 'tl to or printed on the do"d or.
�r�3111:� and
WItERLAIS y Tho S Pli*,I. Co ,i w I i_Ch , [IW . , a CC)a"1'Ui:,'II:J ()II jla, S`Ls ,97
LancimaI-),, Inc.. , 1c)1"i(...'1'.ly I',11U',:!l :I'; .1, 1 .;( L!V ;i, i.nc , n cC) '1);,'S....
Lion, and `I"i.t:le Tn:,Ilr;:ilcr and '1ru, t Go np,�;ny IIm,o i:cndc�rc�d rc> Lclin
grauL w.'eds Lo thu cli:y City,
The SJi ,noI C.cnnpzi,oi. ;, '[-)C . , on Sit. ;11f1.t ] ;a11ilf':?;'71 y fnc . , d".)te(I
NOW, 'I'I1 JG ISC'C�1,L', be a L re<,�_)1_�.�c��l Lhot L11e� intcrc:;I: in rea:'
p>:oporLy canvc-yed by Llle dcecl:I atLcc.l;cc! Co :;uch Apr,I-ec'r:it-nL as
Exhibits "D", "r" and "G" and aLtac:lx_-tl herC o, he.r(d)y :is accel)L.ed,
and the CiLyy conscnLs Lo Lhe record�.aCioil of 5uc11 dceod, i)y it, cluly
authorized officer.
PASSED AID ADOPTED Luis day of 19
lw1)'(i of '1:11i: C:iTY
OF ]IlIN'1INGTOIv BEACH
ATTEST:
C1,I:R1C OIL T111 CCl.T1
OF HUA TI-NGTON BEACII.
EXHIBIT 11H"
4 �
will
STATE OV GALIFOMNIA
COITINTY OF ORANGE
I, ---, CiLy Clcrk of Llic. City of
lluritinvcy,ton Bench, DO Ifl-,..REBY C,",lWpll-,'Y Limit-
was adoptod. at a rctuilar ilwe1:Jiw of tho said cl Cil i l lie,
cy CoLinc
on ttir:.-. day 1-9
AYES : COUNCILKE'NI:
N 0 El 12 CM)NICII 1:
AJISEHT: collil"Cl L7Ij!,-,iz:
IILML!nl,Loli Dcach