AGREEMENT REGARDING MANGROVE PROPERTIES AND JOINT ESCROW INSTRUCTIONS

Transcription

1 AGREEMENT REGARDING MANGROVE PROPERTIES AND JOINT ESCROW INSTRUCTIONS This Agreement regarding Mangrove Properties and Joint Escrow Instructions ("Agreement") is made as of November _, 2013 ("Effective Date"), between the City of Los Angeles, a municipal corporation ("CITY"), and the Los Angeles County Metropolitan Transportation Authority, a public agency created under the laws of the State of California ("LACMTA"). RECITALS: A. LACMTA is planning, designing, constructing and operating a regional rail connector project which will provide direct connection from the th/metro Center Station to the existing Metro Gold Line tracks just north and east of 1 st Street and Alameda (the "Regional Connector Project"). B. CITY is the fee owner of that certain real property consisting of nine different assessors parcels located at the northeast quadrant at the intersection of 1 st Street and Alameda Street in the City of Los Angeles, County of Los Angeles, State of California, (collectively, the "Mangrove Site"). The real property was purchased from the Parking Revenue Bond Series 2003-A proceeds under the Special Parking Revenue Fund. C. LACMTA needs to utilize portions of the Mangrove Site for the Regional Connector Project. Specifically, the LACMTA will use the surface of the Mangrove Site for temporary construction purposes, including use of the existing building as a temporary construction field office; a subterranean portion to permanently locate the rail tunnel which is part of the Regional Connector Project; a subterranean portion to use for a storm drain; and a portion of the surface to be dedicated for street purposes, the total square footage to be used is 256,169 square feet. D. The total area at the Mangrove Site needed for the temporary construction easement is 208,283 square feet. A portion is needed for a term of five (5) years and will be used for construction staging, construction activities, including, without limitation, construction of street improvements, a storm drain and subway tunnel, and the launch site for the tunnel boring machine. The property needed for the 5-year term is generally composed of all or a portion of the following parcels: Parcel Nos. RC-469, RC-469-1, RC-469-2, RC-477, RC-477-1, RC-470, RC-470-1, RC-471, RC-471-1, RC-472, RC , and RC-486 and are generally depicted on Exhibit 1 hereto (the "5-year Construction Easement Area"). The parties intend that LACMTA's right to use the 5- year Construction Easement Area will be covered under a temporary construction easement agreement (the "Construction Easement Agreement"), in the form of which is attached hereto as Exhibit 2. E. Another portion of the Mangrove Site is needed for a term of eight (8) Final Agreement c.r Mangrove Site 11.l5.13

2 years and will be used for construction staging, construction activities, and includes the building existing on the Mangrove Site (the "Existing BUilding"). The property needed for the 8-year term is generally composed of all or a portion of the following parcels: Parcel No. RC-471-1, RC-488, RC-489 and RC-490 and are generally depicted on Exhibit 1 hereto (the "8-year Construction Easement Area"). The parties intend that LACMTA's right to use the 8-year Construction Easement Area will be covered under the Construction Easement Agreement. The easement rights provided by the Construction Easement Agreement are referred to herein as the "Construction Easements." The 5-Year Construction Easement Area and the 8-Year Construction Easement Area are collectively referred to herein as the "Construction Easement Areas." F. The parties intend that LACMTA's use of the Existing Building will be covered under a separate office lease agreement (the "Office lease"), the form of which is attached hereto as Exhibit 3 to be included and continued as part of the 8- year construction easement. The CITY has provided certain tenant improvements, as approved by LACMTA, so that LACMTA can use the Existing Building as a construction field office. LACMTA has paid for such tenant improvement work pursuant to a task order issued under that certain Master Cooperative Agreement dated as of March 28, 2013 between the CITY and LACMTA (the "Master Cooperative Agreement"). The parties intend for the Office Lease to commence as soon as possible but no later than the date that is five (5) days after City Council approves the transactions set forth herein (the "lease Commencement Date") G. A subterranean portion of the Mangrove Site, which is approximately 21,830 square feet are needed on a permanent basis for LACMTA to construct, use, maintain, operate and restore a portion of the underground or subsurface rail tunnel which will be part of the Regional Connector Project (the "Tunnel Easement"). The parcels needed for the Tunnel Easement or subsurface area are identified as Parcel Nos. RC-469-1, RC-470, RC-471 and RC-472, and are depicted on Exhibit 1 hereto (the "Tunnel Easement Area"). The parties intend that LACMTA's permanent right to use the Tunnel Easement Area will be covered under a permanent and exclusive subterranean tunnel easement deed (the "Tunnel Easement Deed"), attached hereto as Exhibit 4. H. The Regional Connector Project requires LACMTA to construct a subterranean storm drain or public utility improvement ("Storm Drain") on a portion of the Mangrove Site. The location of the Storm Drain is generally depicted on Exhibit 5 hereto, however, the final location will be determined during final design of the Regional Connector Project (the "Storm Drain Area"). The area for the storm drain or public utility is approximately 11,721 square feet. The parties intend that LACMTA's right of access for construction of the Storm Drain will be covered under the Construction Easement Agreement. Upon completion of construction, the parties intend that the CITY will accept the Construction Easement Areas with the Storm Drain improvement and retain the Storm Drain as a permanent improvement. I. The Regional Connector Project also requires LACMTA to widen the Final Agreement - Mangrove Site I!.I5.13 C.F

3 existing street and construct street improvements on a portion of the Mangrove Site which totals 14,335 square feet The parcels needed for this use are identified as Parcel Nos. RC-469 and RC-477, and are generally depicted on Exhibit 1 hereto, however, the final location will be determined during final design of the Regional Connector Project (the "Public Street Area"). The parties intend that LACMTA's right of access for construction of the street will be covered under the Construction Easement Agreement Upon completion of construction, the parties intend that the CITY will accept the Construction Easement Areas with the street improvement and dedicate its private property to a public street J. LACMTA desires to buy and CITY desires to sell to LACMTA the Construction Easements, the Office Lease, the Tunnel Easement, the right to permanently locate the Storm Drain in the Storm Drain Area, along with City's obligations related to the Storm Drain as set forth herein, and the right to locate street improvements on the Public Street Area, along with City's obligations related to the public street as set forth herein, for the total sum of Twenty Two Million, Three Hundred Forty One Thousand and Seven Hundred and Fifty One Dollars ($22,341,751.00) and on the terms and conditions stated herein. LACMTA will take possession of the Existing Building and associated parking spaces on the Lease Commencement Date. LACMTA will take possession of the balance of the Construction Easement Areas on the Closing Date. K. The parties agree that the Escrow Holder and Title Company for this transaction will be defined to mean Stewart Title Guaranty Company NTS, 505 N. Brand Boulevard, Suite aoo-a,glendale, California 91203; Attn: Josette Loaiza. L. This Agreement is neither valid nor binding on CITY unless and until approved in accordance with the requirements of the CITY's Charter and Administrative Code, including approval by the City Council and City Attorney. This Agreement is also neither valid nor binding on LACMTA unless and until approved by its Board of Directors and executed in accordance with the Board's authorization. ARTICLE 1 AGREEMENT OF SALE 1.1. Execution Date and Effective Date. The phrase "Execution Date" shall mean the date that the Office of the City Clerk of Los Angeles attests this Agreement on the signature page and shall also be the "Effective Date" of this Agreement 1.2. Purchase and Sale. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, CITY agrees to sell and LACMTA agrees to purchase the rights described below in Section 1.3, under the terms and conditions of this Agreement Final Agreement - Mangrove Site C.F

4 1.3. Description of the Property Rights. The real property rights to be sold and purchased under this Agreement consists of the following: The Construction Easement between the CITY and LACMTA for use of the 5-year Construction Easement Area commencing on the Closing Date in the form of the Construction Easement Agreement; The Construction Easement between the CITY and LACMTA, for use of the a-year Construction Easement Area commencing on the Closing Date in the form of the Construction Easement Agreement; The use of the Existing Building and associated parking in the form of the Office Lease commencing on the Lease Commencement Date; provided, however, any tenant improvements performed by CITY to the Existing Building is not included as part of this Agreement and shall be handled by the parties as a separate task order under the Master Cooperative Agreement; The Tunnel Easement from the CITY to LACMTA for use of the Tunnel Easement Area commencing on the Closing Date in the form of the Tunnel Easement Deed. ; The right to construct and permanently locate the Storm Drain in the Storm Drain Area, along with City's obligations related to the Storm Drain as described in Section 1.4 below; and The right to construct and permanently locate a public street in the Public Street Area, along with City's obligations related to the public street as described as described in Section 1.5 below. The 5-year Construction Easement Area, the a-year Construction Easement Area, the Existing Building, the Tunnel Easement Area, the right to permanently improve the Storm Drain Area and the Public Street Area are collectively referred to herein as the "Properties". The Construction Easements, the Office Lease, the Tunnel Easement, and the right to permanently improve the Storm Drain Area and the Public Street Area are collectively referred to herein as the "Easements". The Construction Easement Agreement, the Office Lease, and Tunnel Easement Deed, are collective referred to herein as the "Easement Documents" Storm Drain Obligations As part of the Regional Connector Project, LACMTA is constructing the Storm Drain in the Storm Drain Area. CITY shall accept the Storm Drain as a permanent improvement upon LACMTA's return of the Easement Areas to CITY and Final Agreement - Mangrove Site C.F

5 CITY shall incorporate the Storm Drain as part of its system CITY also agrees to reserve a storm drain easement in the event that City ever conveys, transfers, leases or sells the parcels upon which the Storm Drain is located This Section 1.4 shall survive the close of Escrow and the termination or early expiration of this Agreement Public Street Obligations LACMTA is widening the street for the Regional Connector Project and therefore will construct street improvements in the Public Street Area. The parties intend that the CITY will accept the Construction Easement Areas with the street improvement. Further, CITY shall dedicate its private property to a public street by obligating the City Department of Public Works, Bureau of Engineering to undertake the steps required by City, including without limitation, petitioning for an ordinance, to dedicate the Public Street Area or roadway to a public street LACMTA shall be responsible to pay the administrative filing costs associated with the public street dedication This Section 1.5 shall survive the close of Escrow and the termination or early expiration of this Agreement. 1.6 Office Lease CITY understands and agrees the Office Lease shall commence on the Lease Commencement Date. LACMTA shall be permitted to possession of the Existing Building on the Lease Commencement Date. 1.7 Possession of the Construction Easement Areas; Parking Revenue CITY currently uses the Construction Easement Areas for parking by CITY employees and other third parties. For the period prior to the Closing Date, CITY shall continue to have the right to use the portion of the Construction Easement Areas not covered by the Office Lease for parking and any revenue generated and collected from such parking during this period will belong to the CITY. Further, during this period, CITY shall be responsible for paying for all utilities and any other costs associated with providing parking Commencing on the Closing Date, LACMTA shall take full possession of the Construction Easement Areas. To the extent there are any tenants or other third parties with a possessory interest over all or any portion of the Construction Easement Areas, CITY shall be responsible for terminating such interests at no cost to LACMTA prior to the Closing Date. If the Construction Easement Area is not yet needed for the Final Agreement - Mangrove Site C.F

6 Regional Connector Project, LACMTA shall have the right to use the Construction Easement Areas on an interim basis for parking and any revenue generated and collected from such parking will belong to LACMTA This Section shall survive the close of Escrow and the termination or early expiration of this Agreement. ARTICLE 2 PURCHASE PRICE 2.1. Amount. The purchase price for the Easements as set forth in the Easement Documents and the Properties as set forth herein is Twenty Two Million, Three Hundred Forty One Thousand and Seven Hundred and Fifty One Dollars ($22,341,751.00) (the "Purchase Price"). LACMTA agrees to pay, or cause to be paid, the Purchase Price to CITY through the Escrow by electronic wire transfer. The Purchase Price is payable in accordance with this Article Deposit. No deposit shall be required Payment of Purchase Price. LACMTA agrees to pay, or cause to be paid, the Purchase Price to CITY through Escrow by electronic transfer of US funds, which must be delivered to the Escrow Holder at least one (1) Business Day before the Closing Date. 2.4 Rent Under the Office Lease. The Purchase Price does not include rent on the Office Lease for the period commencing on the Lease Commencement Date and terminating on the Closing Date (the "Pre-Closing Period"). LACMTA shall pay CITY directly the rent during the Pre-Closing Period as set forth in the Office Lease. Escrow Holder shall not be responsible for collecting rent on the Office Lease during the Pre- Closing Period. The Purchase Price does include pre-payment of all rent due and owing on the Office Lease for the period commencing on the Closing Date and terminating on the date that is eight (8) years from the Closing Date. ARTICLE 3 CLOSING CONDITIONS 3.1.LACMTA's Closing Conditions. All obligations of LACMTA under this Agreement, including the obligation to pay the Purchase Price for the Easements are expressly conditioned on the fulfillment, before or at the Closing, of each of the following conditions precedent ("LACMTA's Closing Conditions"). LACMTA's Closing Conditions are solely for LACMTA's benefit and any or all of the LACMTA's Closing Conditions may be waived in writing by LACMTA in whole or in part without prior notice Title. CITY shall deliver the Properties free and clear of all monetary liens. Final Agreement - Mangrove Site C.F

7 To the extent there are any tenants or other third parties with a possessory interest over all or any portion of the Properties, CITY shall be responsible for notifying LACMTA of such interests and provide a copy of the agreements documenting such third party's rights, including parking rights. At Closing, no tenant shall be present on and no parties shall be in possession of the Properties; provided however, the parties have, in the Office Lease, agreed that CITY may maintain a lease which allows the continued occupancy of Project Healthy Streets upon a portion of the Existing Building site not leased to LACMTA If LACMTA is not interested in accepting an assignment of such third party agreement, CITY shall be responsible for terminating such interests at no cost to LACMTA. Further, on or after the Effective Date, CITY shall not enter into any lease or other agreement of any type affecting the Properties. At Closing, except as specifically set forth herein, no tenant shall be present on and no parties shall be in possession of the Properties Existing Documents. To the extent they are in CITY's possession, CITY will make available for LACMTA's review, any agreement documenting a third party right in the Properties and other documents or information regarding the Properties as LACMTA reasonably requests CITY's Representations, Warranties, and Covenants. CITY represents and warrants that this Agreement and the performance of CITY's obligations under it and all the Easement Documents executed by CITY will be duly authorized, executed, and delivered by CITY and are, or at the Closing Date will be, legal, valid, and binding obligations of CITY, and do not, and on the Closing Date will not, violate any provisions of any agreement or judicial order to which CITY is a party or to which CITY or the Properties are subject. No consent of any judicial or administrative body, government agency, or other party is required for CITY to enter into or to perform CITY's obligations under this Agreement, except as has already been obtained. CITY is a public agency created under the laws of the State of California Deliverv of Closing Documents. CITY must have delivered to Escrow the documents specified in Section Adverse Actions. There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings, pending or threatened, against CITY or the Properties that would materially and adversely affect the CITY's ability to perform its obligations under this Agreement and there shall exist no pending or threatened action, suit, or proceeding regarding the CITY before or by any court or administrative agency that seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated by this Agreement Consents. All necessary agreements and consents of all parties to consummate the transaction contemplated by this Agreement shall have been obtained and furnished by CITY to LACMTA. Final Agreement - Mangrove Site 1l.l5.13 C.F

8 3.1.7 Approval by Board of Directors. LACMTA's Board of Directors shall have approved the purchase of the Easements and authorized the execution of this Agreement No Default. There shall be no default in the performance of any covenant or agreement to be performed by CITY under this Agreement existing as of the Closing Date FTA Approval. As the Regional Connector Project is federally funded, LACMTA shall have received FTA written approval for the purchase of the Easements as set forth in the Easement Documents CITY's Closing Conditions. CITY's obligation to sell the Easements as set forth in the Easement Documents is expressly conditioned on the fulfillment of each of the following conditions precedent at or before the Closing ("CITY's Closing Conditions"). CITY's Closing Conditions are solely for CITY's benefit and any of CITY's Closing Conditions may be waived in writing by CITY in whole or in part without prior notice Approvals. All approvals of the City of Los Angeles required to authorize this transaction have been given Purchase Price. LACMTA must have delivered the Purchase Price to Escrow Delivery of Closing Documents and Funds. LACMTA must have delivered to Escrow the documents and funds specified in Section No Default. There shall be no default in the performance of any covenant or agreement to be performed by LACMTA under this Agreement existing as of the Closing Date. ARTICLE 4 CLOSING 4.1. Escrow. The escrow shall be opened with the Escrow Holder not later than three (3) Business Days after the execution of this Agreement (such escrow account is referred to herein as the "Escrow"). LACMTA and CITY shall promptly on the Escrow Holder's request execute such additional escrow instructions as are reasonably required to consummate the transaction contemplated by this Agreement and are not inconsistent with this Agreement. To the extent there is any conflict or inconsistency between such additional escrow instructions and this Agreement, then this Agreement shall control. 4.2 Closing Definitions. Final Agreement - Mangrove Site C.F

9 Definition. The "Closing" means the exchange of money and documents as described in this Article 4, and shall be deemed to have occurred when the provisions of Section 4.6 have been met Closing Date. CITY and LACMTA agree that the Closing shall occur on the "Closing Date." The Closing Date shall be a date mutually agreeable to LACMTA and CITY that will occur sometime during the period commencing on March 1, 2014 and terminating on June 30, LACMTA shall provide CITY and Escrow Holder with thirty (30) days prior written notice of the Closing Date. The Closing shall be at the offices of Escrow Holder or such other place as the parties may agree CITY's Deposit of Documents. CITY must deposit into Escrow the following original documents duly executed by CITY no later than one (1) Business Day prior to the Closing Date: Six (6) original fully executed and duly notarized Construction Easement Agreement in recordable form with delivery to LACMTA; Six (6) original fully executed and duly notarized Office Lease in recordable form with return mail addressed to LACMTA; Six (6) original fully executed and duly notarized Tunnel Easement Deed in recordable form with return mail addressed to LACMTA; Such proof of CITY's authority and authorization to enter into and perform under this Agreement, and such proof of power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of CITY to act for and bind CITY as may reasonably be required by LACMTA or the Escrow Holder; and Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable to convey the Properties in accordance with this Agreement LACMTA's Deposit of Documents and Funds. LACMTA shall execute and duly notarize, as required, six (6) Construction Easement Agreement, six (6) Office Lease, and deliver the original of such documents to CITY at least five (5) days prior to the Closing Date. Further, LACMTA must deposit into Escrow the following funds and original documents duly executed by LACMTA: The Purchase Price in accordance with Article 2; Such proof of LACMTA's authority and authorization to enter into and perform under this Agreement, and such proof of power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of LACMTA to act for and bind LACMTA as may reasonably be required by CITY and the Escrow Holder; Final Agreement - Mangrove Site Il.lS.13 9 C.F

10 Six (6) original executed Certificate of Acceptance of the Tunnel Easement Deed (the "lacmta's Certificate of Acceptance"); and Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement. 4.5 Intentionally Omitted Closing. When the Closing Conditions set forth in Sections 3.1 and 3.2 have been met, the Escrow Holder receives all documents and funds identified in Sections 4.3 and 4.4, then, and only then, the Escrow Holder shall close Escrow by: Recording one (1) original of each of the Tunnel Easement Deed with LACMTA's Certificate of Acceptance, the Office Lease and the Construction Easement Agreement in the Official Records of Los Angeles County, California; Delivering to LACMTA one (1) original fully executed Construction Easement Agreement, one (1) original fully executed Tunnel Easement Deed, one (1) original fully executed Office Lease, and copies of all documents recorded pursuant to Section 4.6.1, and CITY's proof of power and authority; Delivering to CITY the Purchase Price, four (4) original fully executed Construction Easement Agreement, four (4) fully executed Office Lease; four (4) original fully executed Tunnel Easement Deed, and LACMTA's proof of power and authority; Delivering signed closing statements showing all receipts, and disbursements to LACMTA and CITY; Paying the costs referred to in Section 4.6; and Delivering any pro-rated amounts and any excess/remaining proceeds to LACMTA Closing Costs. Closing costs shall be allocated as follows: CITY shall pay all costs associated with removing any debt or monetary liens encumbering the Properties The escrow costs shall be borne by LACMTA No recording fee nor City or County documentary transfer taxes shall be payable upon the recordation of the Tunnel Easement Deed, the Construction Easement Agreement and the Office Lease. Final Agreement - Mangrove Site C.F

11 Neither party shall under any circumstances be responsible for the others party's attomeys' fees Broker's Commission; Indemnity. Neither party has had any contact or dealings regarding the Properties, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or person, who can claim a commission or finder's fee as a procuring cause of the sale contemplated in this Agreement. If any other broker or finder perfects a claim for a commission or finder's fee based on any contract, dealings, or communication with a party ("Indemnifying Party"), then the Indemnifying Party shall indemnify, defend, and hold the other party ("Non indemnifying Party") harmless from all costs and expenses (including reasonable attorney fees and costs of defense) incurred by the Non indemnifying Party in connection with such claim. 4.9 Indemnity. Pursuant to Government Code Section and 895.6, LACMTA and the City shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by any negligent or wrongful act or omission occurring in the performance of this MOU. LACMTA and the City indemnifies and holds harmless the other party for any loss, costs, or expenses that may be imposed upon such other party by virtue of Govemment Code section 895.2, which imposes joint civil liability upon public entities solely by reason of such entities being parties to an agreement, as defined by Government Code section 895. In the event of third-party loss caused by negligence, wrongful act or omission by both parties, each party shall bear financial responsibility in proportion to its percentage of fault as may be mutually agreed or judicially determined. The provisions of Civil Code Section 2778 regarding interpretation of indemnity agreements are hereby incorporated Possession. CITY shall deliver the right of possession of the Properties to LACMTA on the Closing Date, except for the Existing Building which CITY will provide to LACMTA on the Lease Commencement Date. This Section 4.10 shall survive the close of Escrow and the termination or early expiration of this Agreement. ARTICLE 5 REMEDIES FOR DEFAULT 5.1. If either party is in default hereunder, the parties shall work together to resolve any outstanding issues in a mutually agreeable manner to proceed with the Closing. In working toward a resolution, CITY understands that the Properties are needed for construction staging for and construction of the Regional Connector Project and that any delay in conveying the Properties to LACMTA may result in contractor delay claims against LACMTA. If the parties are unable to reach a mutually agreeable Final Agreement - Mangrove Site C.F

12 solution, the matter shall proceed to arbitration as set forth in Article 7 below. ARTICLE 6 GENERAL CONDITIONS 6.1. Notices. Any notices relating to this Agreement shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally, by generally recognized overnight courier service, by facsimile (provided that sender retains a printed confirmation of delivery to the facsimile number provided below), or three (3) days after deposit in the United States mail certified or registered, return receipt requested, with postage prepaid, addressed as follows: To CITY City of Los Angeles Department of General Services Real Estate Services Division 111 E. First St., Suite 201 Los Angeles, California Attn: David L. Roberts, Property Manager (213) (Telephone) (213) (FAX) with a copy to Office of the City Attorney Real Property Division Attn: Annette Bogna 200 N. Main St., Room 701 Los Angeles, California (213) (FAX) City of Los Angeles Department of Transportation Parking Facilities Division 100 S. Main St., io" Floor Los Angeles, California Attn: Rene Sagles, Manager (213) (213) LACMTA: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, is" Floor (Mail Stop ) Los Angeles, California Attn: Velma C. Marshall Deputy Executive Officer - Real Estate (213) (Telephone) (213) (FAX) Final Agreement - Mangrove Site C.F

13 ESCROW HOLDER: Stewart Title Guaranty Company/NTS 525 N. Brand Boulevard, Suite SOOA Glendale, California Attn: Josette Loaiza, NTS Commercial Escrow Officer (SiS) phone, ext. 213 (Telephone) (SiS) (FAX) Either party may change its address by written notice to the other given in the manner set forth above Entire Agreement. The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement specifically supersedes any prior written or oral agreements between the parties. The language in all parts of this Agreement shall be construed as a whole in accordance with its fair meaning and without regard to California Civil Code 1654 or similar statutes Amendments and Waivers. No addition to or modification of this Agreement shall be effective unless it is made in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless it is made in writing and signed by the waiving party No Merger. This Agreement, each provision of it, and all warranties and representations in this Agreement shall survive the Closing and shall not merge in any instrument conveying title to LACMTA. All representations, warranties, agreements, and obligations of the parties shall, despite any investigation made by any party to this Agreement, survive Closing, and the same shall inure to the benefit of and be binding on the parties' respective successors and assigns References. Unless otherwise indicated, (a) all article and section references are to the articles and sections of this Agreement, and (b) except where otherwise stated, all references to days are to calendar days. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls on a Saturday, Sunday, or California state holiday, such time for performance shall be extended to the next Business Day. The headings used in this Agreement are provided for convenience only and this Agreement shall be interpreted without reference to any headings. The date of this Agreement in the prefatory paragraph of this Agreement is for reference purposes only and is not necessarily the date on which it was entered into Governing Law. This Agreement shall be governed by the laws of the State of California applicable to contracts made by residents of the State of California and to be performed in California. Final Agreement - Mangrove Site C.F

14 6.7. Business Day. As used in this Agreement, the term "Business Day" shall mean Monday through Friday with the exception of Federal, State of Califomia, and City of Los Angeles observed holidays Assignment. This Agreement shall inure to the benefit of and be binding on the parties to this Agreement and their respective successors and assigns. LACMTA shall have the right to assign all or any portion of its interest in this Agreement, provided that LACMTA gives written notice of such assignment to CITY before the Closing Date No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party to this Agreement or give any third person any right of subrogation or action over against any party to this Agreement Remedies Cumulative. The remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGES] Final Agreement - Mangrove Site C.F

15 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates stated below. LACMTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By ~~ ~~~~ Velma C. Marshall Deputy Executive Officer, Real Estate Date:, 2013 APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel By: ~~ Deputy Date:, 2013 (Remainder of page left blank) Final Agreement - Mangrove Site C.F

16 CITY: CITY OF los ANGELES, a municipal corporation, acting by and through its Department of General Services By: -=~~~~~~~----- TONY M. ROYSTER General Manager Date:, ATTEST: APPROVED AS TO FORM: MICHAEL N. FEUER, City Attorney HOllY WOLCOTT, Interim City Clerk By: ~ Deputy By: ~ ANNETTE BOGNA Deputy City Attorney Date:, 2013 Date:,2013 CONSENT OF ESCROW HOLDER Stewart Title Guaranty Company NTS accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions as escrow instructions, agrees to act as escrow holder, and agrees to be bound by their provisions applicable to it as Escrow Holder. Date: _ STEWART TITLE GUARANTY COMPANY, a Texas corporation By: ~~==~~~~ JOSETTA loaiza Nts Commercial Escrow Officer Final Agreement - Mangrove Site C.F

17 LIST OF EXHIBITS- NOTE SOME EXHIBITS HAVE ATTACHMENTS AND ARE ON SEPARATE PAGES] EXHIBIT 1 DEPICTION OF PROPERTIES EXHIBIT 2 CONSTRUCTION EASEMENT AGREEMENT EXHIBIT 3 OFFICE LEASE EXHIBIT 4 TUNNEL EASEMENT DEED EXHIBIT 5 STORM DRAIN AREA DEPICTION Final Agreement - Mangrove Site II. J C.F

18 w ~ ~ c, ~ ~ ~ ~I H ~ 0 " ~ <,,>,. 0:> ~ ~ ~ '" li\ ~ ~~g~!~ ~ ~ g ~ a ~ '~ g ~ Exhibit 1[- Overarching Agreement.-~'... -L! I -/ i / i

19 RECORDING REQUESTED BY: The City of Los Angeles Exhibit 2 - Overarching Agreement WHEN RECORDED MAILTO: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 1Sth Floor Los Angeles, CA Attn: Velma C. Marshall, Deputy Executive Officer, Real Estate The area above is reserved for recorder's use. Documentary transfer tax is not required. This is a conveyance of an easement. COVENANT AND AGREEMENT REGARDING EASEMENT (Construction Easement Agreement) This CONSTRUCTION EASEMENT AGREEMENT ("Agreement") is made and entered into this _ day of,2013, by and between CITY OF LOS ANGELES, a municipal corporation ("Grantor") and LOS ANGELES COUNTY METROPOLITAN TRANSPORATION AUTHORITY, a public agency existing under the authority of PUC Section ("Grantee"). A. WHEREAS, Grantor is the fee owner of real property, consisting of nine (9) different assessors parcels located in the northeast quadrant at the intersection of 1st Street and Alameda Street in the City of Los Angeles, County of Los Angeles, State of California, as described in Exhibit A (the "Mangrove Site"), attached hereto and incorporated by reference. B. WHEREAS the Mangrove Site parcels were purchased from the Parking Revenue Bond Series A proceeds under the Special Parking Revenue Fund. C. WHEREAS, Grantee is planning, designing, constructing and operating a regional rail connector project which will provide direct connection fron the 7 th /Metro Center Station to the existing Metro Gold Line tracks just north and east of l" Street and Alameda Street (the "Regional Connector Project"). D. WHEREAS, Grantee desires to acquire a construction easement for a total of 208,283 square feet of which a portion shall be for a term of five (5) years at the Mangrove Site owned by Grantor, and is generally composed of all or a portion of the following parcels: Parcel Nos. RC-469, RC-469-1, RC-469-2, RC-477, RC- Construction Easement Agreement. I

20 Exhibit 2 - Overarching Agreement 477- I, RC-470, RC-470-1, RC-471, RC-471-1, RC-472, RC-472-I, and RC-486 and are generally depicted on Exhibit B hereto (the "5- Year Construction Easement Area") for construction staging, construction activities, and as the launch site for the tunnel boring machine. E. WHEREAS, Grantee desires to acquire a portion of the total 208,283 square feet in an easement for a term of eight (8) years over at the Mangrove Site owned by Grantor and is generally composed of all or a portion of the following parcels: Parcel No. RC-471-1, RC-488, RC-489 and RC-490 and are generally depicted on Exhibit B hereto (the "8- Year Construction Easement Area") for construction activities, construction staging and use of the building existing on the Mangrove Site which has been leased to Grantee under an Office Lease Agreement. The 5- Year Construction Easement Area and the 8-Year Construction Easement Area are collectively referred to herein as the "Easement Areas." F. WHEREAS, Grantee intends to construct certain public utility improvements ("Storm Drain") on the Easement Areas. The final location of the Storm Drain will be determined during final design of the Regional Connector Project. G. WHEREAS, Grantee intends to widen the street and construction street improvements ("Street Improvements") on the Easement Areas. The final location of the Street Improvements will be determined during final design of the Regional Connector Project. H. WHEREAS, Grantor is willing to provide both easements under this Agreement for such purposes on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual terms, covenants, and conditions and restrictions set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: I. Grant of Easement. Grantor does hereby grant to Grantee a construction easement and right-of-way over the 5-Year Construction Easement Area and Grantor does hereby grant to Grantee an additional construction easement and right-of-way over the 8- Year Construction Easement Area for construction staging, construction, and the launch site of the tunnel boring machine, including, without limitaton, the following: (a) ingress and egress over, through, across, and under the Easement Areas, by persons on foot and by vehicles of all kinds, sizes and weights; (b) storage in and upon the Easement Areas of vehicles, equipment, and materials of all kinds and natures; (c) construction of the Storm Drain, Street Improvements, structures and other improvements in and upon the Easement Areas, for any purpose reasonably related to the construction by the Grantee of a rapid transit system; (d) excavation within the Easement Areas, or the storage area thereon of material excavated elsewhere, and the alteration of the surface elevation and grade thereof; (e) removal of any trees shrubs, or other vegetation from the Easement Areas; (f) installation of temporary pipes, wires, or lines for water, gas, electric or telephone services, drainage, sewerage, or other utilities on, 2 Construction Easement Agreement.

21 Exhibit 2 - Overarching Agreement across, over, under, or through the Easement Areas; and (g) all other uses necessary, incidental, convenient or useful to the construction by Grantee of the Regional Connector Project.. 2. The value of the 8-Year Construction Easement Area includes leasing of the building existing on the Mangrove Site for the term of this Agreement, which is leased to Grantee under an Office Lease Agreement. The termination date of such lease of the building shall be the same date Grantee's rights to use the 8 year Easement Area under this Agreement terminates. The construction easements granted herein are collectively referred to as the "Construction Easements" and individually as a "Construction Easement." The Construction Easements are granted by Grantor subject to any covenants conditions, restrictions, reservations, exceptions, encumbrances, rights, easements, leases and licenses, affecting the Easement Areas or any portion thereof. The Easement Areas are to be used only for the purposes specified herein. Each grant of a Construction Easement shall not constitute any warranty on the part of the Grantor nor constitute a conveyance to Grantee of the fee simple title to the Easement Areas. 3. Notice of Grantee Intent to Vacate. Subject to the deadlines set forth below, Grantee shall provide City with forty five (45) days' wrtten notice when Grantee intends to vacate the Easement Areas, consistent with the Notices requirements stated herein. Grantee shall provide separate notices when Grantee intends to vacate the Easement Areas. Further, in no event shall Grantee's use of the 5-Year Easement Area extend 5 years after the Closing Date, as such term is defined in that certain Agreement regarding Mangrove Properties and Joint Escrow Instructions made as of November _,2013 between the Grantor and Grantee, and in no event shall Grantee's use of the 8-Year Easement Area extend after 8 years after the Closing Date, nnless LACMT A has exercised an option to extend the terms of this Agreement as set forth in Paragraph 12 below. 4. Maintenance of the Easement Areas. The Grantee shall be responsible for cleaning, maintaining and repairing the Easement Areas in a safe, proper, substantial and professional manner, at the Grantee'sole cost and expense. The parties agree that Grantor shall not be responsible for costs, expenses or burdens of any kind with regard to the Construction Easements and the responsibility for all costs, expenses and burdens shall be borne by Grantee during the respective terms for each Construction Easement. 5. Condition of Parcels. Grantee, at its sole cost and expense, shall repair and restore the Easement Areas to its original condition, unless otherwise agreed to by the parties, reasonable wear and tear excepted; provided, however, Grantor nnderstands and agrees that Grantee intends to return the Easement Areas with the Storm Drain and Street Improvements and Grantor shall accept the Easement Areas with such permanent improvements. 6. Storm Drain. Grantor shall incorporate the Storm Drain as part of the Los 3 Construction Easement Agreement.

22 Exhibit 2 - Overarching Agreement Angeles city system. Further, Grantor shall reserve a storm drain easement in the event that Grantor ever conveys, transfers, leases or sells the parcels upon which the Storm Drain is located. 7. Street Improvements. With regard to the Street Improvements, Grantor shall dedicate its private property on which the Street Improvements are located to a public street by obligating the City Department of Public Works, Bureau of Engineering to undertake the steps required by the City of Los Angeles, to dedicate a public street, including, without limitation, processing a petition for an ordinance. Grantee shall be responsible to pay the administrative filing costs associated with the public street dedication. 8. Indemnification. Grantee shall indemnify, defend and hold harmless the Grantor and its affiliates, officers, directors, employees and agents from and against all claims, liabilities, damages, causes of action, losses, costs and expenses (collectively, "Claims") which they may sustain or suffer, or to which they may become subject, as a result of (i) the death of, or bodily to, any person, or damage to property, which occurs in or near on the Easement Areas, or which may arise out of or occurs in connection with the exercise or use by Grantee or its contractors, agents, officers, members, employees, invitees, or licensees of the Construction Easements granted herein, or (ii) the nonperformance or breach of any covenant or agreement made or undertaken by the Grantee under this Agreement. Grantor shall give Grantee prompt notice of any Claim entitling Grantor to indemnification pursuant to the provisions of this Section and Grantee shall defend Grantor with respect to each such Claim with counsel satisfactory to Grantor. 9. Insurance. During the term of this Contract and without limiting Grantee's indemnification of Grantor, Grantee shall provide and maintain at its own expense a program of insurance or self-insurance having the coverage and limits customarily carried and actually arranged by Grantee, but not less than the amounts and types listed on the Required Insurance and Minimum Limits sheet (Form General 146, attached hereto as Exhibit D), covering its operations hereunder. Such insurance shall conform to Grantor requirements established by Charter, ordinance or policy, shall comply with the Insurance Contractual Requirements (Form General 133, attached hereto as Exhibit E) and shall otherwise be in a form acceptable to the Office of the City Administrative Officer, Risk Management. 10. Unless and Until Terminated. This covenant and easement shall run with the land and shall be binding upon grantee and any future owners, encumbrancers, their successors, heirs, assigns and designees. 11. Notices. All notices and demands which mayor are to be required or permitted to be given by either party to the other hereunder shall be in writing. All notices and demands shall be personally delivered (including by means of professional 4 Construction Easement Agreement.

23 Exhibit 2 - Overarching Agreement messenger service), or sent by United States mail, postage prepaid, return receipt requested. For the purposes of such notices, the addresses for the parties are set forth below. Either party rnay from time to time designate another person or place for purposes of notice. If Notice is delivered, it shall be deemed effective upon date of delivery. If Notice is sent by mail, it shall be deemed effective three days after deposit in the mail. All notices given under this Covenant and Agreement Regrding Easement be addressed (unless redesignated as provided above) to the respective parties as follows: To GRANTOR: City of Los Angeles Asset Management Department, Dept. of General Services 111 East First Street, Second Floor Los Angeles, California with a copy of any notice GENERAL MANAGER Department of Transportation 100 S. Main Street, 10 th Floor Los Angeles, CA TO GRANTEE: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 18 th Floor (Mail Stop ) Los Angeles, California Attn: Velma C Marshall Deputy Executive Officer - Real Estate and with another copy of any notice to Office of the City Attorney Real Property/Environment Division 700 City Hall East 200 North Main Street Los Angeles, CA Options to Extend. Grantee shall have three l-year options to extend the term to use either or both of the 5 year Construction Easement Area and/or the 8- Year Construction Easement Area. Grantee's use of the 5 year Construction Easement Area and/or the 8-Year Construction Easement Area during an option period will be on the same terms and conditions set forth herein; provided, however, Grantee shall pay Grantor a fee at the then current market rate for such easement rights for each option period. Grantee shall exercise an option by providing written notice of its election to exercise an option at least six (6) months prior to the end of the respective easement term. Construction Easement Agreement. 5

24 Exhibit 2 ~ Overarching Agreement IN WITNESS WHEREOF the parties hereto have executed this instrument by their respective duly authorized officers on the day and year first written. LOS ANGELES COUNTY METROPOLITAN TRANSPORT AnON AUTHORITY, a California public agency Name: Tile: THE CITY OF LOS ANGELES, a municipal corporation By: Nam--e:~ Title: _ APPROVED AS TO FORM: MICHAEL N. FEUER, CITY ATTORNEY By: -~---~~ Annette R. Bogna Deputy City Attorney Attachments: Exhibit A - Legal Description of Mangrove Site Exhibit B - Depiction of 5-Year Construction Easement Area and 8- Year Construction Easement Area Exhibit C - Insurance Form General 146 Exhibit D - Insurance Form General 133 Construction Easement Agreement. 6

25 Exhibit 2 - Overarching Agreement PARCEL NOS. A.P. NOS. ACKNOWLEDGEMENT State of California County of ~) On before me, -,.- _ (insert name and title of the officer) personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to be that he/she/they executed the same in his/her/ their authorized capacity(ies), and that by his/her/ their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _ (Seal) REVISED 2/09 Construction Easement Agreement. 7

26 Exhibit 2 - Overarching Agreement PARCEL NOS. A.P. NOS. ACKNOWLEDGEMENT State of California County of ---') On before me, -;-- _ (insert name and title of the officer) personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to be that he/she/they executed the same in his/her/ their authorized capacity(ies), and that by his/her/ their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _ (Seal) REVISED 2109 Construction Easement Agreement. 8

27 Exhibit 2 - Overarching Agreement Exhibit A Legal Description of Mangrove Site [WE WILL INCLUDE THE LEGAL DESCRIPTION FROM THE TITLE REPORT THAT COVERS THE ENTIRE 5 AND 8 YEAR CONSTRUCTION EASEMENT AREA] 9 Construction Easement Agreement.

28 Title No A-SB Locate No. CAFNT LEGAL DESCRIPTION EXHIBIT "An \- Construction Easement Exhibit THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE em OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS. FOLLOWS: PARCEL A: PARCEL 1: PORTIONS APN: AND 902 TRACT NO. 70, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 13 PAGE 32 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: APN: 5173-{) THE WESTERLY HALF (OF UNIFORM WIDTH FRONT AND REAR) OF LOT 6 IN BLOCK 4 OF THE SANCHEZ TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 158 AND 159 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B: PORTION APN: THOSE PORTIONS OF LOTS 3 AND 4 OF BLOCK 4 OF THE SANCHEZ TRACT, IN THE em OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 158 AND 159 OF MISCELLANEOUS RECORDS, IN THE OFFICE OFTHE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING ATTHE NORTH EAST CORNER OF FIRST AND ALAMEDA STREETS; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID LOTS 3 AND 4, FEET, MORE OR LESS, TO THE NORTHWEST CORNER OF SAID LOT 3; THENCE EASTERLY ALONG THE NORTH LINE OF SAID LOT 3, FEET; THENCE SOUTHERLY PARALLEL WITH ALAMEDA STREET FEET, MORE OR LESS, TO THE NORTHERLY LINE OF FIRST STREET AND THENCE WESTERLY ALONG FIRST STREET TO THE POINT OF BEGINNING. PARCEL C: PORTIONS APN: AND 902 THOSE PORTIONS OF LOTS 3 AND 4 IN BLOCK 4 OF THE SANCHEZ TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 158 AND 159 MISCELLANEOUS RECORDS, DESCRIBED AS FOLLOWS:. BEGINNING AT A POINT IN THE NORTH LINE OF SAID LOT 3, DISTANT 100 FEET EASTERLY FROM THE EASTERLY LINE OF ALAMEDA STREET; THENCE SOUTHERLY PARALLEL WITH THE EASTERLY LINE OF ALAMEDA STREET, FEET, MORE OR LESS TO FIRST STREET; AS SHOWN ON THE MAP OF TRACT 763, RECORDED IN BOOK 16 PAGE 64 OF MAPS; THENCE WESTERLY ALONG SAID FIRST STREET; 20 FEET; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF ALAMEDA STREET, FEET, MORE OR LESS, TO THE NORTH LINE OF SAID LOT 3; THENCE EASTERLY ALONG SAID NORTH LINE 20 FEET, A LITTLE MORE OR LESS TO THE POINT OF BEGINNING. PARCEL D: PORTIONS APN: AND 902 A PORTION OF THE SANCHEZ TRACT, IN THE em OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 158 AND 159 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT UPON THE DIVISION LINE BETWEEN LOTS 2 AND 3 IN BLOCK 4, DISTANT EASTERLY FROM THE EASTERLY LINE OF ALAMEDA STREET, 100 FEET; THENCE SOUTHERLY AT RIGHT ANGLES WITH SAID DMSION LINE FEET, MORE OR LESS, TO THE NORTHERLY LINE OF FIRST STREET, AS SHOWN ON THE MAP OF TRACT 763, RECORDED IN BOOK 16 PAGE 64 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE EASTERLY ALONG THE NORTHERLY LINE OF FIRST STREET 40 FEET TO A POINT; THENCE NORTHERLY IN A DIRECT LINE FEET MORE OR 2 ClTA Preliminary Report Form - Modified (11/17/06)

29 EXHIBIT "A" (continued) Title No A-SB Locate No. CAFNT Sl LESS, TO A POINT IN TiHE LINE OF TiHE FENCE WHICH IS THE DIVISION LINE OF THE PROLONGATION OF THE DIVISION LINE BETWEEN SAID LOTS 2 AND 3 IN BLOCK 4 OF THE SANCHEZ TRACT, 140 FEET DISTANT FROM THE EASTERLY LINE OF ALAMEDA STREET; THENCE WESTERLY ALONG SAID LAST MENTIONED LINE 40 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES BY WHATSOEVER NAME, LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND, VVITHOUT, HOWEVER, TiHE RIGHT OF SURFACE ENTRY THERETO, AS RESERVED BY DOMINICAN SISTERS OF THE SACRED HEART CONVENT, A CORPORATION IN DEED RECORDED APRIL 8, 1974 AS INSTRUMENT NO PARCEL E: PORTIONS APN: AND 902 LOT 1 OF TRACT 763, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE 64 OF MAPS, IN THE OFFICE OF TiHE COUNTY RECORDER OF SAID COUNTY. PARCEL F: PORTIONS APN: AND 902 LOT 2 TRACT 763, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGES 64 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE WESTERLY.07 FEET THEREOF. ALSO EXCEPT ALL MINERALS, GAS, OIL, PETROLEUM, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE ABOVE DESCRIBED PROPERTY BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF THE ABOVE DESCRIBED PROPERTY WITHOUT THE RIGHT OF SURFACE ENTiRY, AS EXCEPTED AND RESERVED BY JULIUS L. RIPS AND RAASCHE RIPS, HUSBAND AND WIFE, IN DEED RECORDED APRIL 27, 1983 AS INSTRUMENT NO PARCELG: PARCEL 1: PORTION APN: AND 901 LOT 3 OF TRACT 763, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16 PAGE 64 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: PORTION APN: THE EASTERLY 1/2 (OF UNIFORM WIDTH, FRONT AND REAR) OF LOT 6, IN BLOCK 4 OF THE SANCHEZ TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 158 AND 159 MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 3: PORTION APN: LOTS 7 TO 11, INCLUSIVE, AND LOTS 17 TO 21 ALL IN BLOCK 4 OF TiHE SANCHEZ TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 pages 158 AND 159 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT CERTAIN PARCEL OF LAND IN SAID CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOUNDED AS FOLLOWS: BOUNDED NORTHERLY BY THE SOUTHERLY LINE OF SAID BLOCK 4; BOUNDED EASTERLY BY THE SOUTHERLY PROLONGATION OFTHE EASTERLY LINE OF SAID LOT 21 IN BLOCK 4; BOUNDED SOUTHERLY BY THE NORTHERLY LINE OF FIRST STREET AS SHOWN ON MAP OF THE FORTHMANN AND BERGIN TRACT, SHEET 2, RECORDED IN BOOK 18 PAGE 152 OF MAPS, IN SAID OFFICE OF TiHE COUNTY RECORDER; AND BOUNDED WESTERLY BY THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID LOT 17 IN BLOCK 4. EXCEPT THEREFROM THAT PORTION OF SAID HEREINBEFORE DESCRIBED LAND INCLUDED WITiHIN THE LINES OF TRACT NO. 762 IN SAID CITY, COUNTY AND STATE, AS SHOWN ON MAP RECORDED IN BOOK 15 3 Cl TA PrelimInary Report form - Modified (11/17/06)

30 EXHIBIT "A" (continued) Title No S A-SB Locate No. CAFNT PAGE 199 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 4: PORTION APN: AND 902 LOT "A"OF TRACT NO. 752, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CAL1FORNIA, AS PER MAP RECORDED IN BOOK 15 PAGE 199 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY PARCELS; THAT PORTION OF THE VACATED STREET KNOWN AS BANNING STREET VACATED BY RESOLUTION TO VACATE NO , AS DESCRIBED IN THE DOCUMENT RECORDED APRIL 03,2009 AS INSTRUMENT NO OF OFFICIAL RECORDS, RECORDS OF SAID COUNTY. APN: and ella Preliminary Report Form - Modified (11{1l/06)

31 Exhibit 2 - Overarching Agreement Exhibit B Depiction of 5-Year Construction Easement Area and 8-Year Construction Easement Area [WE WILL USE THE SAME EXHIBIT LABELED AS EXHIBIT 1 FROM THE OVERARCHING AGREEMENT HERE] Construction Easement Agreement. 10

32 Exhibit 2 - Overarching Agreement Exhibit C Insurance Form General 146 [CITY WILL PROVIDE THIS FORM] II Construction Easement Agreement.

33 Exhibit 2 - Overarching Agreement Exhibit D Insurance Form General133 [CITY WILL PROVIDE THIS FORM] 12 Construction Easement Agreement.

34 Exhibit 2 - Overarching Agreement CERTIFICATE OF ACCEPTANCE This is to certify that the interest in the real property conveyed by the foregoing COVENANT AND AGREEMENT REGARDING EASEMENT (Construction Easement Agreement) from the CITY OF LOS ANGELES, a municipal corporation, to the LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY ("LACMTA"), a public agency existing under the authority of the laws of the State of California, is hereby accepted by the undersigned on behalf of the LACMTA pursuant to authority conferred by resolution of the Board of Directors of the LACMTA, and the Grantee hereby consents to the recordation of this Deed by its duly authorized officer. Dated this day,2013. By:._.-:----:---:-:--:: Velma C. Marshall Deputy Executive Officer, Real Estate Construction Easement Agreement. 13

35 Exhibit 3 - Overarching Agreement OFFICE LEASE SUMMARY For lnfannaticn mnnqses only - not part of Office Lease LAND NO.: CFNO.: Council Approval Date: EBO STATUS: LWOSTATUS: OCCDate: OCCDate: SDO STATUS: SDO Affidavit Receipt Date: _ CRO STATUS: CRO questionnaire Receipt Date: _ EEO STATUS: EEO/ AA Certification Receipt Date: _ CITY ATTORNEY SIGNATURE: PREMISES' ADDRESS: SQ. FEET: CITY: TENANT: Old Personnel Health Services Building and described as shown on diagram E. Temple Street Los Angeles, California ,518 square feet CITY OF LOS ANGELES City Attorney/ Annette Bogna Department Of General Services/Melody McCormick Client: Department of Transportation LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, a public agency existing under the authority of PUC Section One Gateway Plaza, Los Angeles, CA '2952 TERM: RENT: Commencing as soon as possible but no later than the date that is five (5) days after City Council approves this Lease (the "Lease Commencement Date"), and terminating concurrently on the date of termination of that certain Covenant and Agreement regarding Easement (Construction Easement Agreement) (the "Construction Easement") to be entered into between the parties for the use of the balance of the surrounding real property located at E. Temple Street, Los Angeles, California as contemplated under that certain Agreement Regarding Mangrove Properties and Joint Escrow Instructions, dated and executed by the Parties (the "Mangrove Agreement") unless ended earlier under this Lease. For the period commencing on the Lease Commencement Date and terminating on the Closing Date, as such term is defined in the Mangrove Agreement, Tenant shall pay City rent in the amount of$57, 115 per month. For the period commencing on the Closing Date and terminating on the date that is eight (8) years from the Closing Date, Tenant shall prepay all rent due and owing under this Lease as part of the Purchase Price to be paid on the Closing Date, all as set forth in the Mangrove Agreement. PARKING: Included as part of the Premises, approximately Forty (40) Spaces LEASEHOLD As described in attached work letter IMPROVEMENTS: Representatives: City: John Sheppard (213) Tenant: Thurman Hodges (213) FORM: GENERIC. II0 (September 20,2005) LEASE E. TEMPLE STREET SSCHE03- TEM426-4.DAT

36 Exhibit 3 - Overarching Agreement OFFICE LEASE BETWEEN CITY OF LOS ANGELES AND LOS ANGELES COUNTY METROPOLITAN TRANSIT AUTHORITY OLD PERSONNEL HEALTH SERVICES BUILDING E. TEMPLE STREET, LOS ANGELES TABLE OF CONTENTS Page ARTICLE 1. BASIC PROVISIONS 1.1. Date And Parties Capacity Of City As Landlord Execution Date Operation Healthy Streets l ARTICLE 2. NOTICES 2.1. Notices I 2.2. Notices - Where Sent. 2 ARTICLE 3. USE 3.1. Use 2 ARTICLE 4. PREMISES 4.1. Premises Building Ownership 3 ARTICLE 5. TERM 5.1. Term Lease Dates Lease year Holdover Surrender Of Premises Condition of Surrendered Premises No Relocation Assistance 4 ARTICLE 6. RENT 6.1. Rent Payments Security Deposit Additional Rent Personal Property Taxes 4 ARTICLE 7. LEASEHOLD IMPROVEMENTS 7.1. Leasehold Improvements 4 ARTICLE 8. CONDITION OF PREMISES 8.1. General Condition Tenant's Acceptance Of Premises 5 ARTICLE 9. COMPLIANCE WITH LAWS 9.1. Compliance With Laws Compliance With Americans With Disabilities Act.. 5 LEASE E. TEMPLE STREET 1 SSCHE03- TEM426-4.DAT

37 Exhibit 3 - Overarching Agreement City's Responsibilities Specific Responsibilities Of City Tenant's Responsibilities Limitations On Section 6 ARTICLE 10. MAINTENANCE AND REPAIRS Tenant's Obligations Maintenance And Repair Of Premises Termination Of Lease Recycling Program 8 ARTICLE II. ILL ARTICLE ARTICLE ALTERATIONS AND IMPROVEMENTS Alterations and Improvements, 8 "Building Systems" - Defined 8 Manner Of Construction 8 Payment For Alterations 9 Ownership Of Alterations 9 Personal Property/Removal At Termination 9 Mechanics' Liens.. 9 Nonresponsibility And Work Commencement Notices 9 Failure to Comply With Condition 10 ASSIGNMENT AND SUBLETTING City's Consent Required 10 Additional Provisions and conditions Applicable to Subletting 10 INSURANCE AND INDEMNIFICATION Insurance General Liability Insurance Workers' Compensation Additional Insureds Tenant's Property Notice Of Change In Insurance II Default Adjustment Of Insurance Levels II Waiver Of Subrogation, II Property Insurance Builder's Risk Insurance II Self-Insurance Programs II Indemnification by Tenant II Indemnification by Landlord 11 ARTICLE 14. HAZARDOUS MATERIALS Hazardous Materials Prohibition Clean Up Of Hazardous Materials Clean Up By City ; Clean Up By Tenant Casualty Damage LEASE E. TEMPLE STREET Joint Liability 13 Compliance Costs 13 Termination 13 "Hazardous Material" - Definition 14 2 SSCHE03- TEM426-4.DAT

38 Exhibit 3 - Overarching Agreement Assignment '" 14 Notice Re: Hazardous Materials 15 Notices Regarding Asbestos 15 ARTICLE ARTICLE INSPECTION BY CITY Inspection By City 15 Secured Areas 15 DAMAGE OR DESTRUCTION Total Destruction IS Partial Destruction Of Premises IS Waiver 16 Termination 16 ARTICLE 17. DEFAULT Default By City 17 ARTICLE 18. RIGHTS RESERVED BY CITY Rights Reserved By City 17 ARTICLE 19. ESTOPPEL CERTIFICATES Estoppel Certificate From Tenant Tenant's Failure To Provide Statement., 17 ARTICLE 20. MISCELLANEOUS PROVISIONS Accord And Satisfaction Binding Effect. Brokers' Commissions Captions, Table Of Contents, And Index Conflict Of Laws And Venue Covenants And Agreements Days Exhibits -Jncorporation Force Majeure In Lease : Limitation Of City's Liability Due To Subsequent Transfers Or Conveyances No Partnership Partial Invalidity Prior Agreement! Amendments Quiet Possession Reservation Signs Time Unspecified Of Mineral Rights Payment Date EXHIBIT A: EXHIB1TB: SITE PLAN OPERATION HEALTHY STREETS PREMISES LEASE E. TEMPLE STREET 3 SSCHE03- TEM426-4.DAT

39 Exhibit 3 - Overarching Agreement OFFICE LEASE BETWEEN CITY OF LOS ANGELES AND LOS ANGELES COUNTY METROPOLITAN TRANSIT AUTHORITY OLD PERSONNEL HEALTH SERVICES BUILDING E. TEMPLE STREET, LOS ANGELES ARTICLE 1. BASIC PROVISIONS 1.1. Date And Parties. This Office Lease ("Lease") is dated, for reference purposes only,, and is between CITY OF LOS ANGELES, as Landlord ("City"), and LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY ("Tenant"), upon the provisions and conditions contained in this Lease. City is a municipal corporation, organized under the laws of the State of California, acting through its Department Of General Services, Asset Management Division, Suite 20 I, City Hall South, III East First Street, Los Angeles, California Tenant's principal offices are located at One Gateway Plaza, Los Angeles, CA Capacity Of City As Landlord. Except where clearly and expressly provided otherwise in this Lease, the capacity of the City of Los Angeles in this Lease shall be as a landlord only, and any obligations or restrictions imposed by this Lease on City shall be limited to that capacity and shall not relate to or otherwise affect any activity ofthe City of Los Angeles in its governmental capacity, including, but not limited to, enacting laws, inspecting structures, reviewing and issuing permits, and all other legislative, administrative, or enforcement functions of the City of Los Angeles pursuant to federal, state, or local law Execution Date. The phrase "Execution Date" shall mean the date the Office of the City Clerk of Los Angeles attests this Lease, except in the event that Tenant executes this Lease after such attestation, in which case the date of such execution by Tenant shall be the Execution Date Operation Healthy Streets. The City has a tenant, Operation Healthy Streets, currently using the loading dock area of the Building. Operation Healthy Streets has also located a trailer adjacent to the Building and fencing which isolates a portion of the real property adjacent to the Building, all as identified on Exhibit B attached hereto (the "Operation Healthy Streets Premises"). Tenant understands that Operation Healthy Streets will remain in the Operation Healthy Streets Premises and that the Premises to be leased by Tenant under this Lease do not include any portion of the Healthy Streets Premises. Notwithstanding the foregoing, Operation Healthy Streets uses the restroom facilities in the Building and intend to continue to use such facilities for its employees and security guard. Tenant has agreed to allow Operation Healthy Streets to enter onto the Premises to use the restroom facilities as more particularly set forth herein. ARTICLE 2. NOTICES 2.1. Notices. All notices and demands which mayor are to be required or permitted to be given by either party to the other hereunder shall be in writing. All notices and demands shall be personally delivered (including by means of professional messenger service), sent by United States registered or certified mail, postage prepaid, return receipt requested, or transmitted by telecopier (e.g., Fax), followed by hard copy sent by United States regular mail, in which case the receiving party shall immediately confirm receipt of such telecopied notice. All notices are effective upon receipt. The Land number shall be LEASE E. TEMPLE STREET SSCHE03- TEM426-4.DAT

40 Exhibit 3 - Overarching Agreement included in all notices. For the purposes of such notices, the addresses for the parties are set forth below. Either party may from time to time designate another person or place in a notice Notices - Where Sent. All notices given under this Lease which are mailed or telecopied shall be addressed to the respective parties as follows: To City: City of Los Angeles c/o Department Of General Services Real Estate Services Division Suite 201, City Hall South III East First Street Los Angeles, California Telecopier: (213) To Tenant: Los Angeles County Metropolitan Transportation Authority E. Temple Street, Los Angeles, CA Attn: Girish Roy Deputy Executive Officer, Project Management with a copy of any notice to: Office of the City Attorney Real Property/Environment Division 700 City Hall East, 200 North Main Street Los Angeles, California Telecopier: (213) ; and City of Los Angeles c/o Department of Transportation Parking Facilities Division 100 S. Main Street, 10"' Los Angeles, California Attn: Rene Sagales, Manager Telephone: (213) Telecopier: (213) With a copy of any notice to: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, Mail Stop 99/18/4 Los Angeles, CA Telecopier: (213) Attn: Deputy Executive Officer, Real Estate ARTICLE 3. USE 3.1. Use. Tenant or its assignees or sublessees may use the Premises for any legally permitted uses consistent with the character of the Building, including, without limitation, use by Tenant for a construction field office and the parking areas as indicated in Exhibit A Site Plan may be used for parking and initial construction staging. Tenant shall not use or occupy the Premises in violation oflaw and shall discontinue any use of the Premises which is declared by any governmental authority to be a violation of law. Tenant, at its sole cost and expense, shall comply with any directive of any governmental authority which shall impose any duty upon Tenant or City with respect to the Premises or the use or occupation thereof, which arises due to the nature of Ten ant's use or occupancy ofthe Premises. Tenant shall not commit, or suffer to be committed, any waste, nuisance or other act which may increase the cost of public liability or property insurance which City elects to carry in connection with the ownership, management, maintenance and operation of the Building or which is otherwise in contravention of insurance underwriting regulations, guidelines and practices. Tenant understands and agrees that Operation Healthy Streets' employees and security guard may use the restroom facilities in the Premises. Tenant may impose reasonable conditions for Operation Healthy Street when using such restroom facilities and City shall be responsible for ensuring Operation Healthy Streets complies with Tenant's conditions. Under no circumstances will Tenant be required to allow patrons or customers of Operation Healthy Streets use of the restroom facilities. LEASE E. TEMPLE STREET 2 SSCHE03- TEM426-4.DAT

41 Exhibit 3 - Overarching Agreement ARTICLE 4. PREMISES 4.1, Premises. City leases to Tenant and Tenant leases from City the building located at E.Temple Street, Los Angeles, California ("Building"), comprising approximately 17,518 square feet of office space, and described as and as shown on diagram, as indicated by diagonal lines on the Site Plan attached to this Lease as Exhibit A and incorporated herein by this reference ("Premises"). Included as part ofthe Premises are approximately forty (40) parking spaces, located at the same property address, and sited as indicated on the Exhibit A Site Plan. The Premises does not include any portion of the Operation Healthy Streets Space, which is also located on the Premises Site Building Ownership. City warrants that City is the owner of the Building and is legally authorized to lease the Premises described in this Lease. ARTICLE 5. TERM 5.1. Term. The term of this Lease ("Term") shall commence as soon as possible but no later than the date that is five (5) days after City Council approves this Lease (the "Lease Commencement Date"), and terminating concurrently on the date of termination of that certain Covenant and Agreement regarding Easement (Construction Easement Agreement) (the "Construction Easement") to be entered into between the parties for the use of the balance of the surrounding real property located at E. Temple Street, Los Angeles, California as contemplated under that certain Agreement Regarding Mangrove Properties and Joint Escrow Instructions, dated and executed by the Parties (the "Mangrove Agreement") unless ended earlier under this Lease Lease Dates. The Lease begins ("Lease Commencement Date") as soon as possible but no later than five (5) days after the date City Council approves this Lease. The Lease ends ("Lease Termination Date") on the termination date ofthe Construction Easement to be entered into between the parties for the use of the balance of the surrounding real property located at E. Temple Street, Los Angeles, California as contemplated under that the Mangrove Agreement, unless ended earlier under this Lease. Within thirty (30) days following the Lease Commencement Date, Tenant shall enter the Lease Commencement Date and projected Lease Termination Date into the space provided in Figure I of this Lease and shall have this entry confirmed by the initials of both parties. LEASE COMMENCEMENT DATE Date City Tenant LEASE TERMINATION DATE Date City Tenant Figure 1 The completion of Figure I is for the convenience of the parties, and failure to complete Figure I on any or all of the originals of this Lease shall not be considered as a default by either party nor shall it effect the enforceability of any provision ofthis Lease Lease Year. The "first (1st) Lease Year" shall begin on the Lease Commencement Date, as defined above, and shall expire on the last day of the month, twelve (12) full calendar months next following said Lease Commencement Date. Each Lease Year thereafter shall be the succeeding twelve (12) calendar month period. LEASE E. TEMPLE STREET 3 SSCHE03- TEM426-4.DAT

42 Exhibit 3 - Overarching Agreement 5.4. Holdover. If Tenant remains in possession of all or any part ofthe Premises after the expiration of the Term hereof, with or without the express or implied consent of City, such tenancy shall be from month to month only, and not a renewal hereof or an extension for any further term, and in such case, no rent or other monetary sums shall be due hereunder and such month to month tenancy shall be subject to every other provision, covenant and agreement contained herein. The foregoing provisions of this Section are in addition to and do not affect right of re-entry or any rights of City hereunder or as otherwise provided by law, and in no way shall affect any right which City may otherwise have to recover damages from Tenant for loss or liability incurred by City resulting from such failure by Tenant to surrender the Premises. Nothing contained in this Section shall be construed as consent by City to any holding over by Tenant, and City expressly reserves the right to require Tenant to surrender possession of the Premises to City as provided in this Lease upon the expiration or other termination of this Lease Surrender Of Premises. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, operate as an assignment to it of any or all subleases or subtenancies. No act or thing done by City or any agent or employee of City during the Term shall be deemed to constitute an acceptance by City of a surrender of the Premises unless such intent is specifically acknowledged in a writing signed by City. The delivery of keys to the Premises to City or any agent or employee of City shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are thereafter retained by City, and notwithstanding such delivery, Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been properly terminated Condition of Surrendered Premises. Upon the expiration or termination of this Lease, Tenant shall peaceably surrender the Premises and all alterations and additions thereto, broom-clean, in good order, repair and condition, reasonable wear and tear excepted, and shall comply with the provisions of this Lease. Upon such expiration or termination, Tenant shall, without expense to the City, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, freestanding cabinet work, and other articles of personal property owned by Tenant or installed or placed by City as part of the Leasehold Improvements or by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as City may, in its reasonable discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal No Relocation Assistance. Tenant acknowledges that it is not entitled to relocation assistance or any other benefits under the California Relocation Assistance Act (Government Code Section 7260, et seq.), the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (42 U.S.C.A.,4601, et seq.), or any other provisions of law upon termination of this Lease. Tenant therefore waives any claim to such assistance or benefits. ARTICLE 6. BASE RENT 6.1. Base Rent Payments. For the period commencing on the Lease Commencement Date and terminating on the Closing Date, as such term is defined in the Mangrove Agreement, Tenant shall pay City rent for the Premises in the amount of $57,115 per month. Tenant shall pay rent in full to City by check on the I" of each month as follows: [ City of Los Angeles c/o Department of Transportation Parking Facilities Division 100 S. Main Street, 10"' Los Angeles, California Attn: Rene Sagales, Manager Telephone: (213) Telecopier: (213) ] LEASE E. TEMPLE STREET 4 SSCHE03- TEM426-4.DAT

43 Exhibit 3 - Overarching Agreement For the period commencing on the Closing Date and terminating on the date that is eight (8) years from the Closing Date, Tenant has paid or will pay rent for the Premises in a one-time, lump sum payment that includes all rent due and payable for the Premises, as well as compensation for the Construction Easement and certain easements, all as more particularly set forth in the Mangrove Agreement Security Deposit. Upon the execution of this Lease, Tenant shall deposit with City NONE as a security deposit for the performance by Tenant ofthe provisions ofthis Lease Additional Rent. All charges other than Rent to be paid by Tenant hereunder shall be considered additional rent ("Additional Rent") for the purposes of this Lease Personal Property Taxes. Tenant shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the term hereof upon all Tenant's leasehold improvements, equipment, furniture, fixtures and personal property located in the Premises. ARTICLE 7. LEASEHOLD IMPROVEMENTS 7.1. Leasehold Improvements. City, at Tenant's sole cost and expense, shall construct and install the Leasehold Improvements for the Premises pursuant to the terms of the March 28, 2013 Work Order issued under that certain Master Cooperative Agreement dated January 21,2003 between City and Tenant. ARTICLE 8. CONDITION OF PREMISES 8.1. General Condition. City shall deliver the Premises to Tenant in a broom clean condition in compliance with this Lease on the Lease Commencement Date and City represents to Tenant that on the Lease Commencement Date the plumbing, lighting, air conditioning, and heating system in the Premises shall be in good operating condition. In the event that Tenant notifies City in writing within sixty (60) days of its determination that this representation was not correct, then it shall be the obligation of City, after receipt of such written notice from Tenant setting forth with specificity the nature of the deficiency, to promptly, at City's sole cost, rectify such deficiency. City reserves the right to make alterations to or additions to or to change the location of elements of the Building and the common areas thereof Tenant's Acceptance Of Premises. Except as otherwise provided in this Lease, and subject to Tenant's reasonable approval of the Leasehold Improvements, Tenant hereby accepts the Premises and the Building in their condition existing as of the Lease Commencement Date subject to all applicable zoning, municipal, county, state, and other governmental laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all maters disclosed thereby and by any exhibits attached hereto. ARTICLE 9. COMPLIANCE WITH LAWS 9.1. Compliance With Laws. Tenant shajl continuously and without exception repair and maintain the Premises, including Leasehold Improvements, Alterations, fixtures, and furnishings, in an order and condition in compliance with all Laws and Orders. As used in this Lease, the defined term "Laws and Orders" includes ajl federal, state, county, city, or government agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued, including, without limitation, government measures regulating or enforcing public access, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's sole expense, shall promptly make all repairs, replacements, alterations, or improvements needed to comply with all Laws and Orders to the extent that the Laws and Orders LEASE E. TEMPLE STREET 5 SSCHE03- TEM426-4.DAT

44 Exhibit 3 - Overarching Agreement relate to or are triggered by (a) Tenant's particular use of the Premises, (b) the Leasehold Improvements located in the Premises, or (b) any Alterations located in the Premises. City, at City's sole expense, shall promptly make all repairs, replacements, alterations, or improvements needed to comply with all Laws and Orders to the extent that the Laws and Orders relate to the structural or mechanical components of the Building. If, however, such compliance work on the structural or mechanical components of the Building is triggered by the Leasehold Improvements or Alterations requested by Tenant. Tenant shall bear all expense of such work on the structural or mechanical components of the Building Compliance With Americans With Disabilities Act. With respect to compliance with the Americans With Disabilities Act of 1990 (42 V.S.c I, et seq.) and any and all other applicable federal, state, and local laws (collectively "the ADA"), where modifications are required to be made to the Premises or the Building to meet accessibility standards, City and Tenant shall have the following responsibilities: City's Responsibilities. It is City's responsibility to provide a Building which is fully accessible to and usable by individuals with disabilities and otherwise in compliance with the ADA. Accordingly, except as provided in this Lease, City shall be responsible, at its own cost, to make such modifications, additions, or changes as are required for compliance with the ADA, including, but not limited to: (I) The removal of architectural barriers; (2) The provision of auxiliary aids in the common areas in and around the Building; (3) The modification of policies, practices, and procedures applicable to all tenants (when the modifications are necessary to afford goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities); (4) The maintenance in operable working condition of those features of facilities and equipment that are required to be readily accessible to and usable by individuals with disabilities; and (5) The assurance, otherwise, that the Premises are readily accessible to and usable by individuals with disabilities Specific Responsibilities Of City. In particular, but not by way of limitation, City shall: (I) Provide a path of travel accessible to and useable by individuals with disabilities from the exterior ofthe Building (including the parking) to each floor of the Premises; (2) Assure that any Building alarm systems include flashing alarm lights as well as auditory alarm mechanisms, which shall be maintained in working order during the Term of the Lease; (3) To the extent such facilities have been provided prior to the commencement of this Lease, provide on each floor of the Premises rest rooms, drinking fountains, andlor public telephones which are readily accessible to and useable by individuals with disabilities, including individuals who use wheelchairs; (4) Provide signage at all inaccessible entrances to the Building or common area portions of the Building, directing users to an accessible entrance or to a location at which they can obtain information about accessible facilities. The international symbol for accessibility shall be used at each accessible entrance; and LEASE E. TEMPLE STREET 6 SSCHE03- TEM426-4.DAT

45 Exhibit 3 - Overarching Agreement (5) Ensure that interested persons, including persons with impaired vision or hearing, can obtain information as to the existence and location of accessible portions of the Premises. modifications, Tenant's Responsibilities. Tenant shall be responsible, at its own cost, to make such additions, or changes as are required for compliance with the ADA with respect to: (1) Leasehold Improvements constructed or installed by Tenant; (2) Changes or modifications required to be made to Tenant's personal property or other equipment located in the Premises which is not owned or controlled by City, including, but not limited to, the rearranging, raising, or lowering oftables, chairs, filing cabinets, vending machines, display racks, and other furniture; (3) Required auxiliary aids and services, including communication devices, located within the Premises; and (4) All required modifications, additions, or changes to the Building or the Premises arising from alterations done or requested by Tenant during the TelID of the Lease. Work for which City is responsible under this Lease shall not be considered "alterations" for the purposes of this Subsection. In addition, Tenant shall be responsible to assure that the alterations, in and of themselves, comply with the -ADA Limitations On Section. Nothing in this Section shall be construed to: Require City to forego or waive any exemption or other relief afforded it under the provisions of the ADA, so long as granting of such relief does not result in the shifting of responsibility for complying with the ADA to Tenant; an historic property; Require City to take any action that would threaten or destroy the historic significance of Require City to provide to individuals with disabilities personal devices, such as wheelchairs; individually prescribed devices, such as prescription eyeglasses or hearing aids; readers for personal lise or study; or services of a personal nature including assistance in eating, toileting, or dressing; or Necessarily require City to make any other portion of the Building accessible to and usable by individuals with disabilities. ARTICLE 10. MAINTENANCE AND REPAIRS Tenant's Obligations. Tenant shall keep the Building, including the Premises, interior and exterior walls, roof, building infrastructure related to plumbing, heating and HV AC and common areas, and the equipment, whether used exclusively for the Premises or in common with other premises, in good condition and repair. City shall not be obligated to paint, repair or replace wall coverings, or to repair or replace any Leasehold Improvements which were constructed or installed at Tenant's request Tenant expressly waives the benefits of any statute now or hereafter in effect, including, without limitation, LEASE E. TEMPLE STREET 7 SSCHE03- TEM426-4.DAT

46 Exhibit 3 - Overarching Agreement Sections 1941 and 1942 ofthe California Civil Code, which would otherwise afford Tenant the right to make repairs at City's expense or to terminate this Lease because of City's failure to keep the Premises in good order, condition and repair Maintenance And Repair Of Premises. Tenant shall be responsible for payment of the cost for that portion of the cost of any maintenance and repair of the Premises to the extent such cost is attributable to causes beyond normal wear and tear. Tenant shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or replace any Leasehold Improvements which were constructed or installed by Tenant or improvements that are not ordinarily a part of the Building or that are above then Building standards. City may, at its option, upon reasonable notice, elect to have Tenant perform any particular such maintenance or repairs the cost of which is otherwise Tenant's responsibility hereunder Termination Of Lease. On the last day of the Term hereof, or on anysoonertermination, Tenant shall surrender the Premises to City in the same condition as received, ordinary wear and tear excepted, clean and free of debris. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices by Tenant. Upon such expiration or termination, Tenant shall, without expense to City, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, free-standing cabinet work, and other articles of personal property owned by Tenant or installed or placed by City as part of the Leasehold Improvements or by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as City may, in City's reasonable discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal Tenant shall repair any damage to the Premises occasioned by the installation or removal of Ten ant's trade fixtures, alterations, furnishings and equipment. Except as otherwise stated in this Lease, Tenant shall leave the air lines, power panels, electrical distribution systems, lighting fixtures, air conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings and plumbing on the Premises and in good operating condition Recycling Program. Tenant shall, during the Term of this Lease or any extension thereof, conduct a recycling program on the Premises in conjunction with the City Facilities Recycling Program of the City of Los Angeles, or any similar program subsequently implemented. Such program will include all materials which may be reasonably recycled (e.g., white paper, mixed paper, newspaper, aluminum cans, and plastic and glass containers). ARTICLE II. ALTERATIONS AND IMPROVEMENTS Alterations and Improvements. Other than the Leasehold Improvements with the prior written approval of City, Tenant may make alterations and improvements to the Premises ("Alterations") which do not affect the (1) exterior appearance of the Building, (2) structural aspects of the Building, (3) the common areas of the Building, (4) or the Building Systems, as that phrase is defined in this Lease, as long as Tenant pays for the entire cost of such Alterations, and as long as Tenant agrees to remove said Alterations upon the expiration or termination of the Lease, if requested by City at the time the Alterations are approved by City. Any time Tenant proposes to make such Alterations, Tenant shall provide City with prior written notice ofthe proposed Alterations, together with the plans and specifications. City's consent to any Alteration shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding anything to the contrary set forth above, Tenant may make, without City's prior written consent but after fifteen (J 5) business days' notice to City, Alterations which (ii) do not require any structural or any substantial modification to the Premises or Building, and (iii) do not affect the Building Systems, and (iv) do not affect the exterior appearance of the Building, and (v) do not affect the common areas ofthe Building, (vi) do not interfere with the use of the Building by other tenants or occupants of the Building, and (vii) do not cost in excess of One Thousand Dollars ($1,000.00). LEASE E. TEMPLE STREET 8 SSCHE03- TEM426-4.DAT

47 Exhibit 3 - Overarching Agreement "Building Systems" - Defined. As used in this Lease, the phrase "Building Systems" shall mean any machinery, transformers, duct work, conduit, pipe, bus duct, cable, wires, and other equipment, facilities, and systems, to the extent within the Building, designed to supply heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life safety systems or equipment, or any other mechanical, electrical, electronic, computer, or other systems or equipment which service the Building in whole or in part; provided, however, that such equipment, facilities, and systems which serve solely the Premises or Tenant with respect to communications, alarm, security, and computer systems shall not be considered part of the Building Systems to the extent that such equipment, facilities, and systems may be accessed and altered without interference with any Building Systems Manner Of Construction. City may impose reasonable requirements as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, including, but not limited to, the requirement that upon City's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Term, and/or the requirement, with respect to work on the Building Systems, that Tenant utilize for such purposes only contractors, materials, mechanics, and material providers approved by City. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Los Angeles, in conformance with City's reasonable construction rules and regulations. All work with respect to any Alterations must be done in a good and professional marmer and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work Payment For Alterations. Where the work under this Article is performed by City and/or City's contractor, the charges for such work shall be deemed additional rent under this Lease, payable within sixty (60) days of the receipt by Tenant of a sufficiently itemized invoice and billing therefor upon the substantial completion of such work Ownership Of Alterations. All Alterations, fixtures, and equipment which may be installed or placed in or about the Premises, from time to time, shall be at the sole cost of Tenant, except where otherwise provided pursuant to the Leasehold Improvement provision, and any Alterations remaining at the Premises after the vacation of the Premises by Tenant shall be and become, at the election of City, the property of City. Tenant may remove any Alterations, fixtures, or equipment installed by Tenant, provided Tenant repairs any damage to the Premises and Building caused by such removal. Furthermore, if City, as a condition to City's consent to any Alteration, requires that Tenant remove any Alteration upon the expiration or early termination of the Term, City may, by written notice to Tenant prior to the end ofthe Term, or given upon any earlier termination of this Lease, require Tenant at Tenant's expense to remove such Alterations and to repair any damage to the Premises and Building caused by such removal. If Tenant fails to complete such removal or to repair any damage caused by the removal of any Alterations, City may do so and may charge the cost thereof to Tenant Personal Property/Removal At Termination. All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by City as part of the Leasehold Improvements or by Tenant at Tenant's expense in the Premises shall be and remain the property of Ten ant and may be removed by Tenant at any time during the Term, provided that, with City's consent, any and all wires, conduits, or pipe leading to any fixtures may be left in place in said Premises at the option of Tenant, provided the same shall be insulated, plugged or otherwise treated in accordance with applicable standard practices and laws. If Tenant shall fail to remove all of Tenant's property from the Premises upon termination ofthe Lease for any cause whatsoever, City may, at City's option any time after five (5) calendar days' written notice to Tenant of City's intention, (i) assume ownership ofa portion or all of such property, (ii) remove and dispose of a portion or all of such property in any manner that City shall choose, and/or (iii) remove and store such property without liability to Tenant for loss thereof and Tenant agrees to pay City upon demand any and all expenses LEASE E. TEMPLE STREET 9 SSCHE03- TEM426-4.DAT

48 Exhibit 3 - Overarching Agreement incurred in such removal, including court costs and attorneys' fees and storage charges on such property for any length oftime that the same shall be in City's possession Mechanics'Liens. Tenant shall pay, when due, all claims forlabor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, which claims made against City and/or purport to be secured by any mechanic's or materialmen's lien against the Premises or the Building, or any interest therein. If Tenant fails to pay such claims or demands or if Tenant shall, in good faith, contest the validity of any such lien, claim or demand, then Tenant shall, at its sole expense, defend itself and City against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the City or the Premises or the Building, upon the condition that if City shall require, Tenant shall furnish to City a surety bond satisfactory to City in an amount equal to such contested lien, claim or demand indemnifying City against liability for the same and holding the Premises and the Building free from the effect of such lien or claim. In addition, City may require Tenant to pay City's reasonable attorneys' fees and costs in participating in such action if City shall decide it is to City's best interest so to do Nonresponsibility And Work Commencement Notices. City shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or which City shall deem proper for the protection of City and the Premises, and any other party having an interest therein, from liens, and Tenant shall give to City at least ten (10) business days prior written notice ofthe expected date of commencement of and work relating to Alterations or additions to the Premises Failure To Comply With Conditions. Should Tenant make any Alterations without the prior approval of City, or, where required, use a contractor not expressly approved by City, or otherwise fail to comply with the conditions ofthis Lease, City may, at any time during the Term of this Lease, require that Tenant remove any part or all of the same. ARTICLE 12. ASSIGNMENT AND SUBLETTING City's Consent Required. Tenant shall not voluntarily assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Ten ant's interest in the Lease or in the Premises, without City's prior written consent, which City may withhold in City's reasonable discretion Additional Provisions and Conditions Applicable to Subletting. Regardless of City's consent, the following provisions and conditions shall apply to any subletting by Tenant of all or any part ofthe Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: Approval Of Sublease Form. No sublease entered into by Tenant shall be effective unless and until it has been approved in writing by City. Tenant shall use only such form of sublease as is satisfactory to City, and once approved by City, such sublease shall not be changed or modified without City's prior written consent. Any sublease shall, by reason of entering into a sublease under this Lease, be deemed, for the benefit of City, to have assumed and agreed to conform and comply with each and every obligation herein to be performed by Tenant other than such obligations as are contrary to or inconsistent with provisions contained in a sublease to which City has expressly consented in writing. ARTICLE 13. INSURANCE AND INDEMNIFICATION LEASE E. TEMPLE STREET 10 SSCHE03- TEM426-4.DAT

49 Exhibit 3 - Overarching Agreement Insurance. Tenant, at its own cost and expense, shall, prior to any possession or other use of the Premises, secure from an insurance company or companies licensed in the State of California and maintain during the entire Term and any extension or holdover of this Lease, the following insurance coverage for the Premises: General Liability Insurance. Tenant shall provide and maintain general liability insurance in an amount not less than Five Million Dollars ($5,000,000) Combined Single Limit per occurrence. Said insurance provide coverage for premises and operations, contractual, personal injury Workers' Compensation. By signing this Lease, Tenant hereby certifies that it is aware ofthe provisions of Sections 3700, et seq., ofthe California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions ofthat Code, and that it will comply with such provisions at all such times as they may apply during the Term ofthis Lease. A Waiver of Subrogation in favor of City is required Additional Insureds. Tenant agrees that City, its boards, officers, agents and employees shall be included as additional insureds in all General Liability insurance required herein Tenant's Property. City will not insure Tenant's equipment, stored goods, other personal property, fixtures, or tenant improvements, nor such personal property owned by Tenant's subtenants or assignees, if any, or invitees. City shall not be required to repair any injury or damage to any personal property or trade fixtures installed in the Premises by Tenant caused by fire or other casualty, or to replace any such personal property or trade fixtures. Tenant may, at Tenant's sole option and expense, obtain physical damage insurance covering Tenant's equipment, stored goods, other personal property, fixtures or tenant improvements or obtain business interruption insurance Notice Of Change In Insurance. All insurance policies required under this Lease shall expressly provide that such insurance shall not be canceled or materially reduced in coverage or limits except after thirty (30) days written notice by receipted delivery has been given to City Administrative Officers, Risk Management, City Hall East, Room 1240,200 North Main Street, Los Angeles, California Default. Ifinsurance is canceled, lapsed, or reduced below minimums required in this Article, City may consider this Lease to be in default and may terminate it. Termination shall occur at the expiration of a three (3) day notice given in accordance with the provisions of the Code of Civil Procedure Section Atthetermination of three (3) days or sooner, the Tenant shall vacate the Premises and the Tenant shall have no right to possess or control the Premises or the operations conducted therein. If the Tenant does not vacate, City may utilize any and all court proceedings to obtain a right to possession Adjustment OrInsurance Levels. City reserves the right at any time during the Term or any extension or holdover of this Lease, applying generally accepted risk management principles, to change the amounts and types of insurance required hereunder upon giving Tenant ninety (90) days prior written notice Waiver Of Subrogation. With respect to property damage, each party agrees to waive its rights of subrogation for any claim applicable to the California Standard Fire Policy with Extended Coverage and Vandalism and Malicious Mischief endorsements. LEASE E. TEMPLE STREET 11 SSCHE03- TEM426-4.DAT

50 Exhibit 3 - Overarching Agreement 13,1.9, Property Insurance. At all times during the term of the Lease or any extension of the Lease, Tenant shall, at its sole cost and expense, cause to be provided and kept in force and effect insurance policies, protecting City and Tenant as their interests appear, against loss or damage to the Premises, including the improvements on the Premises, in an amount consistent with what a prudent operator of a company building would carry providing replacement cost coverage for perils typically insured against in a California standard form all risk fire insurance policy, The replacement cost of the buildings, including improvements, shall be determined in accordance with the standard practices ofthe insurance industry and evidenced by the certificate of the insurance company or companies issuing such insurance at the time the policy or policies are obtained, Tenant further covenants and agrees, at its sole cost and expense, to provide and keep in full force and effect Boiler and Machinery insurance on all air conditioning equipment, boilers, and other pressure vessels and systems, whether fired for unfired, serving the buildings and improvements on the Premises, Under no circumstance is Tenant required to provide or obtain earthquake insurance and Tenant shall have no obligation to fix, repair or replace damage or destruction to the Building or the Premises as a result of an earthquake, 13,1,10, Builder's Risk Insurance. Prior to the commencement of any construction or expansion ofthe Premises, Tenant shall, at its sole cost and expense, cause to be provided and kept in full force and effect Builder's Risk insurance, including vandalism and malicious mischief, covering improvements in place, and all materials and equipment at the job site, Said insurance shall remain in full force and effect until the improvements shall been completed and fully insured as provided in this Section, The City of Los Angeles is to be included as a named insured and a loss payee as its interests may appear on all property and builder's risk insurance policies, This Builder's Risk insurance shall not be required to cover the tenant improvement work performed by the City of Los Angeles under the March 28, 2013 Work Order. 13,1,11 Self Insurance Programs, Landlord shall accept and Tenant shall be permitted to selfinsure the insurance obligations specified herein, Upon Tenant's execution and delivery hereof, Tenant shall deliver to Landlord a letter of self-insurance evidencing the insurance coverages specified herein, Such self insurance program or retention must provide Landlord with at least the same protection from liability and defense of suits as would be afforded by first dollar insurance, 13.2, Indemnification by Tenant. Except for the active negligence or willful misconduct of City, Tenant undertakes and agrees to defend, indemnify and hold harmless City and any and all of City's boards, officers, agents, and employees from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to attorney's fees and cost oflitigation, damage or liability of any nature whatsoever, that may arise out of or in connection with this Lease or the use of the Premises by Tenant, its agents, employees or invitees, This Section does not apply to claims or liabilities involving Hazardous Materials which are covered under this Lease, 13.3, Indemnification by City. Except for the active negligence or willful misconduct of Tenant, City undertakes and agrees to defend, indemnify and hold harmless Tenant and any and all of Ten ant's boards, officers, agents, and employees from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to attorney's fees and cost oflitigation, damage or liability of any nature whatsoever, that may arise out of or in connection with the use of the restroom facilities on the Premises by Operation Healthy Streets, its agents, employees or invitees, This Section does not apply to claims or liabilities involving Hazardous Materials which are covered under this Lease, ARTICLE 14. HAZARDOUS MATERIALS 14,1, Hazardous Materials. City and Tenant agree as follows with respect to the existence or use of Hazardous Material on the Premises or in the Building: LEASE E, TEMPLE STREET 12 SSCHE03- TEM426-4'oAT

51 Exhibit 3 - Overarching Agreement Prohibition. City and Tenant shall each comply with all federal, state, or local laws, ordinances, or regulations relating to industrial hygiene and enviromnental conditions on, under, or about the Building including, but not limited to, soil and ground water conditions. Without limiting the generality of the foregoing, Tenant shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release, or discharge any Hazardous Material upon or about the Building, nor shall Tenant permit its officers, agents, contractors, or employees to engage in such activities upon or about the Building. However, the foregoing provisions shall not prohibit Tenant from transportation to and from, and the use, storage, maintenance, and handling within, the Premises or the Building of substances customarily used in connection with normal office use provided: (l) such substances shall be used and maintained only in such quantities as are reasonably necessary for the permitted use of the Premises set forth in this Lease, strictly in accordance with applicable laws and the manufacturers' instructions therefor; (2) such substances shall not be disposed of, released, or discharged at the Building, and shall be transported to and from the Premises in compliance with all applicable laws, and as City shall reasonably require; (3) if any applicable law requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site, and shall ensure that disposal occurs frequently enough to prevent unnecessary storage of such substances in the Premises; and (4) any remaining such substances shall be completely, properly, and lawfully removed from the Building upon expiration or earlier termination of this Lease Clean Up Of Hazardous Materials Clean Up By City. If any Hazardous Material is released, discharged, or disposed of by City, or City's officers, agents, contractors, or employees on or about the Premises in violation of this Section shall immediately, properly, and in compliance with applicable laws, clean up and, where required, remove the Hazardous Material from the Premises and any other affected property and clean or replace any affected personal property (whether arnot owned by Tenant), at City's expense. Such clean up and removal work shall be subject to Tenant's prior written approval (except in emergencies), and shall include, without limitation, any testing, investigation, and the preparation and implementation of any remedial action plan required by any governmental body having jurisdiction or reasonably required by Tenant. If City shall fail to comply with the provisions ofthis Subsection within ten (l 0) business days after written notice by Tenant, or such shorter time as may be required by applicable law or in order to minimize any hazard to persons or property, Tenant may (but shall not be obligated to) arrange for such compliance directly or on City's behalf through contractors or other parties selected by Tenant, at City's expense (without limiting Tenant's other remedies under this Lease or applicable law) Clean Up By Tenant. Ifany Hazardous Material is released, discharged, or disposed of by Tenant, or Tenant's officers, agents, contractors, employees, or invitees on or about the Building in violation of this Section, Tenant shall immediately, properly, and in compliance with applicable laws, clean up and, where required, remove the Hazardous Material from the Building and any other affected property and clean or replace any affected personal property (whether or not owned by City), at Tenant's expense. Such clean up and removal work shall be subject to City's prior written approval (except in emergencies), and shall include, without limitation, any testing, investigation, and the preparation and implementation of any remedial action plan required by any governmental body having jurisdiction or reasonably required by City. If Tenant shall fail to comply with the provisions ofthis Subsection within ten (l0) business days after written notice by Tenant, or such shorter time as may be required by applicable law or in order to minimize any hazard to persons or property, City may (but shall not be obligated to) arrange for such compliance directly or on Tenant's behalf through contractors or other parties selected by City, at Tenant's expense (without limiting City's other remedies under this Lease or applicable law). LEASE E. TEMPLE STREET 13 SSCHE03- TEM426-4.DAT

52 Exhibit 3 - Overarching Agreement Joint Liability. As between City and Tenant, notbing io tbis Lease shall be construed to prohibit or prevent, where appropriate, joint liability for the costs of clean up and removal of Hazardous Material, in proportions according to proof Compliance Costs. City and Tenant acknowledge that City may become legally liable for tbe costs of complying with laws relating to Hazardous Material which are not specifically made the responsibility of either party under the provisions ofthis Lease, including the following: (1) Hazardous Material present in tbe soil or ground water; (2) a change in Laws which relate to Hazardous Material which make such Hazardous Material which is present on the Premises or in the Building as of the Lease Commencement Date, whether known or unknown to City, a violation of such new laws; (3) Hazardous Material that migrates, flows, percolates, diffuses or in any way moves on to or under the land; (4) Hazardous Material present on orunder tbe land or in the Building as a result of any discharge, dumping or spilling (whether accidental or otherwise) on the land or in the Building by other lessees ofthe Building or their agents, employees, contractors or invitees, or by others. Accordingly, City and Tenant agree that the cost of complying with laws relatiog to Hazardous Material on tbe land or in the Building shall be borne by City, unless the cost of such compliance, as between City and Tenant, is made specifically the responsibility of Tenant pursuant to this Lease Termination. This Section is applicable upon any discovery of Hazardous Material in, on or about tbe Building not placed in, on or about the Building by Tenant or Tenant's employees, agents, contractors, or invitees, that, considering the nature and amount of the substances involved, materially and adversely interferes with Tenant's use of tbe Premises or, in the prudent judgment of Tenant, presents a health risk to any occupants of the Premises. Where such a state of affairs is present, if, within six (6) months of the date Tenant is notified or becomes aware ofthe fact that Tenant cannot be given reasonable use of, and access to, a fully repaired, restored, safe and healthful Premises and Building (except for minor "punch-list" items which will be repaired promptly tbereafter), and the utilities and services pertaining to the Building and Premises, all suitable for the efficient conduct of Tenant's business therefrom, then Tenant may electto terminate the Lease upon ten (10) days written notice sent to City at any time within a period of ninety (90) days following Tenant's notification or awareness that it is extremely unlikely that Tenant will be given the reasonable use of, and access to, a fully repaired, restored, safe and healthful Premises within six (6) months ofthe date of such interference. In the event ofthe state of affairs covered by this Section occurs during the last year of the Term or, if any Option to Extend has been exercised, during the last year oftbe applicable Extension Option period, such that Tenant has been prevented from using the Premises for thirty (30) consecutive days, Tenant may elect to terminate this Lease upon ten (10) days' written notice sent to City "Hazardous Material" - Definition. The phrase "Hazardous Material" for the purposes ofthis Lease shall mean any chemical, substance, material, or waste or component thereof the presence of which requires iovestigation or remediation under any federal, state, or local statute, regulation, ordinance, order, action, policy, or common law, or which is now or hereafter listed, defined, or regulated as a flammable explosive, radioactive material, hazardous or toxic chemical, substance, material or waste or component thereof (whether injurious by themselves or in conjunction with other materials) by any federal, state, or local governing or regulatory body havingjurisdiction, or which would trigger any employee or community "right-to-know" requirements adopted by such body, or for which any such body has adopted any requirements for the preparation or distribution of a material safety data sheet. Without limiting the generality ofthe foregoing, Hazardous Material shall include, but not be limited to, any material or substance which is: (I) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, or , or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (2) defined as a "hazardous substance" under Section of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act, California Health and Safety Code Section 25300, et seq.); (3) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory, California Health and Safety Code LEASE E. TEMPLE STREET 14 SSCHE03- TEM426-4.DAT

53 Exhibit 3 - Overarching Agreement Section 25500, et seq.); (4) defmed as a "hazardous substance" under Section of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances, California Health and Safety Code Section 25280, et seq.); (5) petroleum; (6) asbestos; (7) defined as a "hazardous constituent," "hazardous material," "hazardous waste," or "toxic waste" under Article 2 of Chapter 10 (Section ) or defined as a "hazardous waste" under Article I of Chapter 11 (Section ) of Title 22 of the California Code of Regulations, Division 4.5 (Environmental Health Standards for the Management of Hazardous Waste, 22 C.C.R. Section 66001, et seq.); (8) designated as a "hazardous substance" pursuant to Section 311 (33 U.S.C., 1321) of the Clean Water Act of 1977, as amended (Federal Water Pollution Control Act, 33 U.S.C.,1251, et seq.); (9) defined as a "hazardous waste" pursuant to Section 1004 (42 U.S.C ) of the Federal Resource Conservation and Recovery Act of 1976, as amended (RCRA, 42 U.S.c , et seq.); (10) defined as a "hazardous substance" pursuant to Section 101 (42 U.S.C ) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA, 42 U.S.C , et seq.); or (II) defined as "hazardous material" under Section 103 (49 U.S.C ) ofthe Hazardous Materials Transportation Act (49 U.S.C , et seq.), as such laws maybe amended from time to time, and the regulations adopted and publications promulgated pursuant to such laws Assignment. It is understood that under no circumstances shall City consent to any proposed assignment or sublease if(l) the assignee or sublessee's anticipated use of the demised Premises involves the generation, storage, use, treatment or disposal of Hazardous Material; (2) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee or sublessee's actions or use of the property in question; or (3) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material Notice Re: Hazardous Materials. City shall promptly notify Tenant, with respect to the Building and the land on which the Building sits, and Tenant shall promptly notify City, with respect to the Premises, of: (I) any enforcement, cleanup, or other regulatory action taken or threatened by any governmental or other regulatory authority with respect to the presence of any Hazardous Material on the Building, the land upon which the Building sits, or the Premises or the migration thereof from or to other property; (2) any demands or claims made or threatened by any party against City or Tenant, as applicable, relating to any loss or injury resulting from any Hazardous Material; (3) any release, discharge, or nonroutine, improper or unlawful disposal or transportation of any Hazardous Material on or from the Building, the land upon which the Building sits, or the Premises; and (4) any matters where City or Tenant, as applicable, is required by law to give a notice to any governmental or regulatory authority respecting any Hazardous Material on the Building, the land upon which the Building sits, or the Premises. City and Tenant shall have the right (but not the obligation) to join and participate, as a party, in any legal proceedings or actions affecting the Building, the land upon which the Building sits, or the Premises initiated in connection with any environmental, health, or safety law. At such times as City may reasonably request, Tenant shall provide City with a written list identifying any Hazardous Material then used, stored, or maintained upon the Premises, the use and approximate quantity of each such material, a copy of any material safety data sheet issued by the manufacturer thereof, written information concerning the removal, transportation and disposal ofthe same, and such other information as City may reasonably require or as may be required by applicable law. In addition, California Health and Safety Code Section (a) requires any owner of nonresidential real property who knows, or has reasonable cause to believe, that any release of hazardous substance has come to be located on or beneath that real property, prior to the lease or rental ofthat real property or when the presence of such release is actually known, to give written notice of that condition to the lessee or renter. California Health and Safety Code Section (b) requires any tenant of real property who knows, or has reasonable cause to believe, that any release of hazardous substance has come to be located on or beneath that real property to give written notice of such condition to the owners. City and Tenant shall comply with the requirements of Section and any successor statute thereto. LEASE E. TEMPLE STREET 15 SSCHE03- TEM426-4.DAT

54 Exhibit 3 - Overarching Agreement Notices Regarding Asbestos. The California Asbestos Notification Act (California Health & Safety Code Sections 25915, et seq.) requires that every owner of a connnercial or industrial building who knows that the building contains asbestos-containing materials must provide written notice to its tenants and to its employees and contraciors working in the building. Such notification shall be made by City to Tenant at the address given for other notices, or to such person or such address that Tenant specifies in writing to City. In the event Tenant receives such notice, Tenant shall provide written notice to its assignees and sublessees (if any) in the Building, and its employees and contractors working in the BUilding. ARTICLE 15. INSPECTION BY CITY Inspection By City. City shall, with reasonable priornotice to the supervising Tenant employee in charge of the Premises, have the right, to be exercised reasonably and only at times that Tenant employees are present in the Premises, to enter the Premises, inspect the same, to exhibit said Premises to prospective purchasers or lenders and, during the last twelve (12) months ofthe Term, to prospective tenants, and to post notices of non-responsibility. and to improve or repair the Premises that City may deem necessary or desirable with Tenant's consent, without abatement of rent. City agrees that Tenant may at Tenant's sole expense, "rekey" any and all doors in and upon the Premises Secured Areas. Tenant may designate certain areas of the Premises as "Secured Areas" should Tenant require such areas for the purpose of securing certain valuable property or confidential information. City may not enter such Secured Areas except in the case of emergency or in the event of a City inspection, in which case City shall provide Tenant with ten (10) days' prior written notice of the specific date, time, and purpose of such City inspection. ARTICLE 16. DAMAGE OR DESTRUCTION Total Destruction. This Lease shall automatically terminate if the Building is totally destroyed Partial Destruction Of Premises. If the Building is damaged by any casualty and, in City's opinion, the Building (exclusive of any improvements made to the Premises by Tenant) can be restored to their pre-existing condition within sixty (60) days after the date ofthe damage or destruction, City may promptly and with due diligence repair any damage to the Building (exclusive of any improvements to the Premises made by Tenant, which may be repaired by Tenant at Tenant's sole expense) and this Lease shall continue in full force and effect. For the purposes of this Lease, "damage to the Building" includes damage to the Building which materially and adversely interferes with Tenant's use of all or a portion of the Premises. lfthe Premises can not reasonably be expected to be restored to their pre-existing condition within sixty (60) days after the date of the damage or destruction, either party may terminate this Lease upon fifteen (15) days prior written notice to the other party. Nothing in this Article shall be construed to require City to rebuild or restore the Premises or the Building Waiver. The provisions contained in this Lease shall supersede any contrary laws now or hereafter in effect relating to damage or destruction, and City and Tenant hereby waive the provisions of California Civil Code Sections 1932(2) [termination where greater part of thing hired perishes land 1933(4) [automatic termination upon destruction ofthing hired] Termination. If either party terminates this Lease as permitted by this Article 16, then this Lease shall end effective the date specified in the termination notice. The rent and other charges shall be payable up to the effective date of termination and shall account for any abatement. City shall promptly refund to Tenant any prepaid, unaccrued rent, accounting for any abatement, less any sum then owing by Tenant to City. LEASE E. TEMPLE STREET 16 SSCHE03- TEM DAT

55 Exhibit 3 - Overarching Agreement ARTICLE 17. DEFAUL Tl7.1. Default By City. City shall not be in default unless City neglects orfails to perform or observe any of the covenants, provisions or conditions contained in this Lease on its part to be performed or observed within thirty (30) calendar days after written notice of default (or if more than thirty (30) calendar days shall be required because ofthe nature of the default, if City shall fail to commence work to cure the default within thirty (30) calendar days after notice and diligently pursue such work to completion). ARTICLE 18. RIGHTS RESERVED BY CITY reasonable Rights Reserved By City. City reserves the right from time to time, subject to its use of commercially efforts to minimize interference with Tenant's use and occupancy of the Premises: To install, use, maintain, repair, replace and relocate pipes, ducts, conduits, wires and appurtenant meters and equipment for service to the Premises andlor other parts of the Building above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas, in which case City shall have responsibility for the disturbance, if any, of asbestos resulting therefrom. ARTICLE 19. ESTOPPEL CERTIFICATES Estoppel Certificate From Tenant. Within fifteen (15) business days following any written request which City may make from time to time pursuant to the request of a prospective purchaser or lender for a prospective purchaser, Tenant shall execute and deliver to City a statement: (a) the Lease Commencement Date, (b) the factthat this Lease is unmodified and in full force and effect (or, if there have been modifications hereto, that this Lease is in full force and effect, as modified, and stating the date and nature of such modifications); 8 the date to which the rental and other sums payable under this Lease have been paid; and (d) the fact that there are no current defaults under this Lease by either party except as specified in Tenant's statement. The parties intend that any statement delivered pursuant to this Section may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the Building or any interest therein Tenant's Failure To Provide Statement. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by City, (b) that there are no uncured defaults in City's performance, and 8 that not more than one (I) month's rent has been paid in advance. ARTICLE 20. MISCELLANEOUS PROVISIONS Accord And Satisfaction. No payment by Tenant or receipt by City of a lesser amountthan the rent payment herein stipulated shall be deemed to be other than on account ofthe rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction and City may accept such check or payment without prejudice to City's right to recover the balance of such rent or pursue any other remedy provided in this Lease. Tenant agrees that each of the foregoing covenants and agreements shall be applicable to any covenant or agreement either expressly contained in this Lease or imposed by any statute or at common law Binding Effect. The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto. LEASE E. TEMPLE STREET 17 SSCHE03- TEM426-4.DAT

56 Exhibit 3 - Overarching Agreement Brokers' Commissions. Tenant hereby agrees to indemnify and hold harmless City for any claims for brokers' commissions asserted by any broker making a claim based on its representation andlor alleged representation of Ten ant Captions, Table Of Contents, And Index. The titles or captions of all Articles, Sections, or Sections, as well as the Table of Contents and the Index contained herein, are for convenience and reference only, are not intended to define or limit the scope of any provisions of this Lease, and shall have no effect on the interpretation of any provision of this Lease Conflict Of Laws And Venue. This Lease shall be govemed by and construed pursuant to the laws of the State of California and any litigation concerning this Lease between the parties hereto shall be initiated in Los Angeles County Covenants And Agreements. Each provision of this Lease performable by Tenant shall be deemed both a covenant and a condition. The failure of City or Tenant to insist in any instance on the strict keeping, observance or performance of any covenant or agreement contained in this Lease, or the exercise of any election contained in this Lease shall not be construed as a waiver or relinquishment for the future of such covenant or agreement, but the same shall continue and remain in full force and effect Days. All references in this Lease to less than ten (1 0) days shall mean business days; otherwise, "days" shall mean calendar days unless specifically modified herein to be "business" or "working" days. All references to "notice" shall mean written notice given in compliance with this Lease. All references, if any, to "month" or "months" shall be deemed to include the actual number of days in such actual month or months Exhibits - Incorporation In Lease. All exhibits referred to are attached to this Lease and incorporated by reference Force Maleure. Except as otherwise provided in this Lease, whenever a day is established in this Lease on which, or a period of time, including a reasonable period oftime, is designated within which, either party is required to do or complete any act, marter or thing, including, but not limited to, the time for the doing or completion thereof shall be extended by a period of time equal to the number of days on or during which such party is prevented from, or is unreasonably interfered with, the doing or completion of such act, matter or thing because of strikes, lockouts, embargoes, unavailability of services, labor or materials, disruption of service or brownouts from utilities not due to action or inaction of City, wars, insurrections, rebellions, civil disorder, declaration of national emergencies, acts of God, or other causes beyond such party's reasonable control (financial inability excepted) ("Force Majeure"); provided, however, that nothing contained in this Section shall excuse Tenant from the prompt payment of any rental or other charge required of Tenant hereunder. Neither party shall be liable for, and in particular Tenant shall not be entitled to any abatement or reduction of rent or right to terminate by reason of, any such delays or failures or other inability to provide services or access under this Lease due to Force Majeure. For the purposes ofthis Section, actions or inactions of the Department of Water and Power of the City of Los Angeles shall not be considered as actions or inactions of City Limitation Of City's Liability Due To Subsequent Transfers Or Conveyances. The word "City" as used in this Lease, so far as covenants or obligations on the part of City are concerned, shall be limited to mean and include only the City of Los Angeles as owner or owners, at the time in question, of the fee title to, or a lessee's interest in a ground lease of the site on which the Building is located or master lease of the Building. In the event of any transfer, assignment or other conveyance or transfers of any such title or interest, the City of Los Angeles (and in case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and relieved from and after the date of such transfer, assignment or conveyances of all liability with respect to the performance of any covenants or obligations on the part of City, as landlord, contained in this Lease thereafter to be performed and, without further agreement, the transferee of such title or interest shall be LEASE E. TEMPLE STREET 18 SSCHE03- TEM426-4.DAT

57 Exhibit 3 - Overarching Agreement deemed to have assumed and agreed to observe and perform any and all obligations of City hereunder, during its ownership of the Premises. City may transfer its interest in the Premises withoutthe consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on City's part of any of the provisions and conditions of this Lease No Partnership. Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent or of partnership or of joint venture or of any association between City and Tenant. Neither the method of computation of Base Rent nor any other provision contained in this Lease, nor any acts ofthe patties hereto, shall be deemed to create any relationship between City and Tenant other than the relationship of landlord and tenant Partial Invalidity. If any provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder ofthis Lease, or the application of such provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law Prior Agreement/Amendments. This Lease, the Right of Entry Agreement and the Agreement regarding Mangrove Properties and Joint Escrow Instructions contains all ofthe agreements of the patties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding, oral or written, express or implied, pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. The patties acknowledge that all prior agreements, representations and negotiations are deemed superseded by the execution of this Lease, the Right of Entry Agreement and the Agreement regarding Mangrove Properties and Joint Escrow Instructions to the extent they are not incorporated herein. the provisions Quiet Possession. Tenant shall have quiet possession of the Premises for the entire Tennhereof, subject to all of this Lease Reservation Qf Mineral Rights. City hereby reserves all right, title, and interest in any and all gas, oil, minerals, and water beneath the site on which the Building is located ("Site"), below a plane five hundred (500) feet below the surface of the Site, but without the right to use the surface of the Site, or any area above a plane five hundred (500) feet below the surface of the Site, for the extraction of such gas, oil, minerals, and water Signs. Tenant shall not place any sign upon the Premises or the Building without City's prior written consent. Under no circumstances shall Tenant place a sign on any roof of the Building. performance Time. Time is ofthe essence with respect to the performance of every provision of this Lease in which time or is a factor Unspecified Payment Date. Whenever a payment is required to be made by one patty to the other under the Lease, but a specific date for payment or a specific number of days within which payment is to be made is not set forth in the Lease, or the words "immediately," "promptly" and/or "on demand," or their equivalent, are used to specify when such payment is due, then such payment shall be due thirty (30) days after the party which is entitled to such payment sends written notice to the other party demanding such payment. LEASE E. TEMPLE STREET 19 SSCHE03- TEM DAT

58 Exhibit 3 - Overarching Agreement IN WITNESS WHEREOF, LA COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, Tenant herein, and the CITY OF LOS ANGELES, a municipal corporation, acting by and through its Department Of General Services, Landlord herein, have caused this Lease to be executed as ofthe date of the attestation by the City Clerk. If the space provided in Section l.j ofthis Lease is blank, such date shall be entered in such space, although such date shall be deemed to be the date of this Lease in any case. APPROVED AS TO FORM: MICHAEL N. FEUER, City Attorney CITY: CITY OF LOS ANGELES, a municipal corporation, acting by and through its Department Of General Services By: ANNETTE BOGNA Deputy City Attorney By: DRAFT - DO NOT SIGN DATE: TONY M. ROYSTER General Manager ATTEST: Department of General Services HOLLY WOLCOTT, Interim City Clerk DATE: By: Deputy TENANT: DATE: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORlTY By: DRAFT - DO NOT SIGN VELMA MARSHALL Deputy Executive Officer - Real Estate Executed at, California DATE: By: DRAFT - DO NOT SIGN Executed at, California DATE: LEASE E. TEMPLE STREET 20 SSCHE03- TEM426-4.DAT

59 CFNo,: Approval Date: (11/15/13)

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62 Exhibit 4 - Overarching Agreement RECORDING REQUESTED BY: CITY OF LOS ANGELES WHEN RECORDED MAIL TO: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY One Gateway Plaza, 18'h Floor Los Angeles, CA Attn: Velma Marshall, Deputy Executive Officer, Real Estate This document is exempt from Documentary transfer tax pursuant to Section of the Revenue and Taxation Code and is being recorded pursuant to Section 6103 of the California Government Code and California Government Code Section TUNNEL EASEMENT DEED For valuable consideration, receipt of which is hereby acknowledged, the CITY OF LOS ANGELES, a municipal corporation, hereby grants to the LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, a public agency existing under the authority of the laws of the State of California ("Grantee"), its successors, and assigns, a perpetual, assignable and exclusive easement in that certain real property in the City of Los Angeles, County of Los Angeles, State of California described in Exhibit "A1", Exhibit "A2", Exhibit "A3" and Exhibit "A4" attached hereto and incorporated herein by this reference ("Easement Area") having an Assessor's Parcel Number of , ), and and designated as Parcels RC-469-1, RC-470, RC-471 and RC-472. This easement shall be for use by Grantee and its "Permitees" (which term refers to the officers, directors, employees, agents, contractors, licensees, customers, Visitors, invitees, tenants and concessionaires of Grantee) to construct, maintain, repair, operate, replace, relocate, remove, use and occupy the Grantee's improvements for mass transit purposes, including, but not limited to, a portion of an underground rail tunnel, and all incidental uses related thereto ("Grantee's Facilities"). Grantor understands Grantee intends to use the Easement Area to operate and provide rail train service as part of the Grantee's rail transit operations. This easement right is conveyed together with the right for Grantee to review and approve plans and specifications for excavation or construction above or adjacent to the Easement Area for purposes of insuring the structural integrity of Grantee's improvements. Grantor agrees that it will not build or use any property now owned or controlled by him upon, above, or contiguous to the Easement Area that would interfere with, damage or endanger Grantee's Facilities, or the excavation, construction, maintenance, replacement, enjoyment or use thereof. The foregoing easements and all of the provisions hereof are binding upon Grantor's and Grantee's respective successors and assigns. This Grant Deed is made in accordance with the provisions of Council File No of the City of Los Angeles.

63 Exhibit 4 - Overarching Agreement In witness whereof, City of Los Angeles, a municipal corporation, by its City Council, has caused this Tunnel Easement Deed to be executed on its behalf, by its Mayor, and its corporate seal to be thereto affixed by its City Clerk, this day of, 2013 The City of Los Angeles, a municipal corporation By: Attest: Holly Wolcott, Interim City Clerk Eric Garcetti, Mayor By:

64 Exhibit 4 - Overarching Agreement PARCEL NOS. _ A.P.NOS. _ ACKNOWLEDGEMENT State of California County of ---') On before moe, -;- _ (insert name and title of the officer) personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to be that he/she/they executed the same in his/her/ their authorized capacity(ies), and that by his/her/ their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _ (Seal) REVISED 2/09

65 Exhibit 4 - Overarching Agreement EXHIBITS "A 1" -"A4" LEGAL DESCRIPTIONS AND DEPICTION SHEETS OF THE SITE (BEHIND THIS PAGE)

66 Exhibit "A1" 1- Tunnel Easement Exhibit LEGAL DESCRIPTION "0 - PARCEL FOR SUBSURFACE NUM:BER RC EASEMENT PURPOSES " " THOSE PORTIONS OF LOTS 3 AND 4 IN BLOCK 4 OF THE SANCHEZ TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 158 AND 159 OF MISCELLANEOUS RECORDS; TOGETHER WITH THAT PORTION OF TRACT NO. 70, AS PER MAP RECORDED IN BOOK 13, PAGE 32 OF MAPS; AND TOGETHER WITH THAT PORTION OF THE VACATED BANNING STREET, BY RESOLUTION RECORDED ON APRIL 03, 2009 AS OF INSTRUMENT NO , IN OFFICIAL RECORDS, ALL IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID TRACT NO. 70; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT, S88 25'44"E FEET TO THE POINT OF BEGJ.NNING; THENCE NOl051'44"E FEET TO THE NORTHERLY LINE OF SAID VACATED BANNING STREET; THENCE ALONG SAID NORTHERLY LINE, S88 25'44"E FEET; THENCE LEAVING SAID NORTHERLY LINE, S04 22'18"E FEET TO THE POINT OF BEGINNING OF A NON-TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF FEET, A RADlAL LINE TO SAID POINT BEARS N85 02'37"E; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 03 36'43", AN ARC LENGTH OF FEET TO THE POINT OF BEGINNING OF A NON-TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF FEET, A RADIAL LINE TO LAST SAID POINT BEARS N88 39'58"E; THENCE SOUTHERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 11 23'09", AN ARC LENGTH OF FEET TO THE POINT OF BEGINNING OF A NON- TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF FEET, A RADIAL LINE TO LAST SAID POINT BEARS S79 17'38"E; THENCE SOUTHWESTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 22 11'02", AN ARC LENGTH OF FEET; THENCE N85 05'36"W 3.22 FEET TO THE POINT OF BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF FEET, A RADIAL LINE TO LAST SAID POINT BEARS S54 15'17"W; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OFW34'33", AN ARC LENGTH OF FEET; THENCE N05 53'00"W FEET; THENCE NOm! '44"E FEET TO THE POINT OF BEGJ.NNING. SAID EASEMENT WILL EXTEND FROM AN AVERAGE GROUND SURFACE ELEVATION OF +269 FEET MEAN SEA LEVEL TO AN AVERAGE DEPTH ELEVATION OF +259 FEET MEAN SEA LEVEL. THIS DEPTH ELEVATION WAS DETERMINED FROM THE L.A. METRO REGIONAL CONNECTOR TRANS!T CORRIDOR PRELIMINARY ENGINEERING PLANS. CONTAINS: 10,653 SQUARE FEET. NOTE: THIS LEGAL DESCRIPTION WAS NOT PREPARED FOR ANY PURPOSE THAT WOULD BE IN VIOLATION OF THE STATE OF CALIFORNIA SUBDIVISION MAP ACT OR LOCAL ORDINANCES OF THE GOVERNING BODY HAVING JURISDICTION. PREPARED BY: $~a::~{]@vju. STEi'HANIE A. WAGNER, P.L.S J()}{1/l!?/uJ., /9, dtji3 DRTE: I

67 Exhibit "At" Grantor: CITY OF LOS ANGELES. A MUNICIPAL CORPORATION ~~:o::i.~~~~'~~s'1ll.~n~rvey j-!d~e""sc~r,;t;ip",tti~on:::-:=,tr~a.::;ct.;..,;:n~o~, -i:.7~o:;;.'.!!m;:;,b;;:,-;1;;;:37f-pg~3~2'!;;; "!TR~ACT.T;-:;N~O::.,, ;;7C!-63~''oM:;.':.:;:B"",.,<1:::.6.,;P~G~6;i-l4 SANCHEZTRACT M,R, 3/ BLK 4. LOTS & POR, 3.4&20 ZONE S COOR"INAlES OBTAINEDFROY CAUFORNIAH.P,G.N. TRACTNO, ]62 M,B, 15/199; porclt'eland OF la, M,R, 2/ Title Report: FIDELITY NATIONAL TITLE COMPANY NO: A-SB Assessor's Ref: IROW Ref: R-l08 R-111 No. Dote Revision Description L5 N85'05'36"W 3.22' L6 NOS'53'OO"W 92.60' ,.. L7 N01'S1'44"E 39.S0' ~8 S69'24' 33"E 60.71' 40' o 40' 80' L.~9 N01'29'36"E 14.13' I~~! I~~I;~~;~;;;~ ;;-MA~; P-AR-T-~;:- 1"" 80' lhe LEGALDESCRIPTION, ~~~E J.01J..uF~~fA 2~"T.t'JG=~~~ :.' " L3,.! J I S88'25' 4J"E 40010,1 I! ~ BANNINGST:~;".r. '-~-_.L-- ~.. 8 ~~=,~;:::c ~\~~;N"G ST(VAC BY,NSTRUMENT ~lieo, EO'i~(~~~'c; I~; ~~!~~::jt:~i'-"!'''- «1N C ' 34.72' 16'34'33" L4 S04'22'18"E NO 20090"<4"1 T- - r... 1TMI!;;1T ~ N88'39'58"E"", " u o ~ 1 1MJ1Bl1l3J. [j"" (RAO.)-,"iJ c\ ~ ~~ I~;g UJ ::; S79'17'38"E,,0> ~f ~ffi1.' 40' 1 40' _-;,--. ewe CURVE TABLE LINE TABLE CURVE LINE BEARING LENGTH C ' 79.76' CS ' 10.65' lllloo' POC - POINT OF COMMENCEMENT poe.. POINT OF BEGINNING SSE -,SUBSURFACE EASEMENT 22'11'02" S'OS'06" -f~ J r 11 ff"' $,,~ I.j ~ I ~@ :!l ~~:!l~ Sl '? 5.54"5:U"l!L-"~'.Cl~ I ' I,' I I ::~ t:.>~ 1-= ~N:dFt I~~"'" '1, -I ~... (RAD.) CS Nao'.1 'I. ~ «, 48f30",,97" \:::- jjl> W,.;\ t,w 28(,.00' I I ~o~;i!;!, SOO'32'41"E!4PN::JJ73_0 OJ ~::!i >-.J' 32.S3', ~ 1ST ~!9d". ' '------i'<- '- - ~4.'30"W 317 ' STREET S80'48'30: ~, ~ _.1!!...rQ f ~ST E ' ~"c S80':''!.::r 0 ''E.l!/9,!if -'-qz_ 85.13','- 1 -~ _ TOTAL AREA OF APN L1 S88'2S'44" 49.25',..._- -_...".."",.,,"-,...- l2 N01'Sl' 44" SO.OO' L3 S88'2S' 44"E 33.68' I RC IS REVISEDTO REFLECTAGREEMENTBETWEEN MElRO AND CITY OF LOS ANGELES, 'TOTAl AREA OF PROPERTY RC REMAINDER PARCEL AREA ESTATE 109,031 SQ. FT.(NET AREA) 10,653 SQ.FT, (NET AREA) 9B.378 SQ. FT, (NET AREA) SSE 53.99' --

68 Exhibit "A2"I-Tunnel Easement Exhibit I LEGAL DESCRIPTION FOR SUBSURFACE EASEMENT PURPOSES PARCEL NUMBER RC-470 LOTS I, 2 AND 3 OF TRACT NO. 122, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 13, PAGE 165 OF MAPS, 1N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE WETERL Y FEET. ALSO EXCEPT THEREFROM THAT PORTION LYING EASTERLY OF A LINE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWESTERLY CORNER OF SAID LOT 3, SAID CORNER BEING THE INTERSECTION OF THE EASTERLY LINE OF ALAMEDA STREET, FEET WIDE, WITH THE NORTHERLY LINE OF BANNING STREET, FEET WIDE, AS SHOWN ON SAID TRACT; THENCE ALONG SAID NORTHERLY LINE OF BANNING STREET, S88 25'44"E, FEET TO THE POINT OF BEGINNING; THENCE N04 22'18"W, FEET TO A POINT ON THE NORTHERLY LINE OF SAID LOT 1, DISTANT S88"25'44"E, FEET FROM THE NORTHWESTERLY CORNER THEREOF, SAID POINT ALSO BEING THE POINT OF TERMINUS. SAID EASEMENT WILL EXTEND FROM AN AVERAGE GROUND SURFACE ELEVATION OF +270 FEET MEAN SEA LEVEL TO AN AVERAGE DEPTH ELEVATION OF +260 FEET MEAN SEA LEVEL. THIS DEPTH ELEVATION WAS DETERMINED FROM THE L.A. METRO REGIONAL CONNECTOR TRANSIT CORRlDOR PROJECT PRELIMINARY ENGINEERING PLANS. CONTAINS: 6,283 SQUARE FEET. NOTE: THIS LEGAL DESCRIPTION WAS NOT PREPARED FOR ANY PURPOSE THAT WOULD BE IN VIOLATION OF THE STATE OF CALIFORNIA SUBDIVISION MAP ACT OR LOCAL ORDINANCES OF THE GOVERNING BODY HAVING JURISDICTION. PREPARED BY:

69 Exhibit Granior: CllY OF LOS ANGELES, A MUNICIPAL CORPORATION 1HE DATA -... PlAT AA BASED... AIilD SIJiIVEY!-ii'::::::;::r.~=:i~;:;:;;:~-'7.;:;P'7."~iiP~::'::';!i;"'!=!"::::'::":":='------IPR PAA D BY WAGlER ENGINEERING '" SIJR\'EY. INC....,O:.::e",SC:::.ri""Dlt,!!io",n::.: --,lr:::.:.:ac:::.t~n~o.~12;.:2'n'm::;'pb',-;1p'3'i;',,:,pi'ig:;;1<,,6~5 -tda1ed JUNE 201' - JUN BEARING AND D1SfAIICES r- ARE BASED ON CAUFORNfA COOROINAlE S'I'SJEI4 HID 183 LOTS 1, 2. 3, 4, 5 ANO 6 ZQ 5 COORD!HATES OBTAINI!l) FROII CAUAlRNIA 1t.P.1I.N. TItle Report: F10EUlY NATIONAL TITLE COMPANY NO:l A-58 Assessor's Ref: I.ROW Ref: K-Wt5 K' '111 No. Date Revision Description -- lhis EXHIBIT IS MADE PART Of lhe LEGAL DESCRIPlION. 40' 0' 40' 80' I I! I TOTAL AREA OF PROPERlY RC-470 REMAINOERPARCEL AREA ESTATE 34,087 SQ. FT. (NET AREA) 6,283 SQ. FT. (NET AREA) R<, ARED BY, I;\.=:: A SUINP'.IHC. \~~~27;;. 27,804 SQ. FT. (NET AREA) SSE. REGIONAL CONNECTOR DAn" REV. No. 12/20/11 CIIEMD BY: lsi~~lc_it_y_o_f_lo_s_a_n_g_e_l_e_s-,-p_arcei._n_o RC_--,4..:...70'-J DAlE:

70 Exhibit "A3" 1- Tunnel Easement Exhibit I LEGAL DESCRIPTION FOR SUBSURFACE EASEMENT PURPOSES PARCEL NUMBER RC-471 LOTS I, 2 AND 3 IN BLOCK 3 OF THE SANCHEZ TRACT, IN TIlE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 3, PAGES 158 AND 159 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM TIlE WESTERLY FEET. ALSO EXCEPT THOSE PORTIONS LYING EASTERLY OF A LINE DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY CORNER OF SAID LOT 1, SAID CORNER BEING THE INTERSECTION OF THE EASTERLY LINE OF ALAMEDA STREET, FEET WIDE, WITH THE SOUTHERLY LINE OF TEMPLE STREET, FORMERLY KNOWN AS TURNER STREET, FEET WIDE, AS SHOWN ON SAID TRACT; THENCE ALONG SAID SOUTHERLY LINE OF TURNER STREET, S88"22'25"E FEET TO THE POINT OF BEGINNING; THENCE LEAVING SAID SOUTHERLY LINE OF TURNER STREET, S04 22'18"E FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 3, DISTANT S88 25'42"E FEET FROM THE SOUTHWESTERLY CORNER TIlEREOF, SAID POINT ALSO BEING THE POINT OF TERMINUS. SAID EASEMENT WILL EXTEND FROM AN AVERAGE GROUND SURFACE ELEVATION OF +270 FEET MEAN SEA LEVEL TO AN AVERAGE DEPTH ELEVATION OF +262 FEET MEAN SEA LEVEL. THlS DEPTH ELEVATION WAS DETERMINED FROM THE L.A. METRO REGIONAL CONNECTOR TRANSIT CORRIDOR PROJECT PRELIMINARY ENGINEERING PLANS CONTAINS: 4,315 SQUARE FEET. NOTE: THIS LEGAL DESCRIPTION WAS NOT PREPARED FOR ANY PURPOSE THAT WOULD BE IN VIOLATION OF THE STATE OF CALIFORNIA SUBDIVISION MAP ACT OR LOCAL ORDINANCES OF THE GOVERNING BODY HAVING JURISDICTION. PREPARED BY: d~d'~ /J itbvu!.l ffip~ie A.WAGNER, p.d J!j4t. t3 l 026/3 _ ATIv, I

71 Exhibit "A3".., W~~O::'ERP~~:i.,~~ ~~~~N~IMY I-iG~r=an:::t'i':0r7;: =-"C:..:IT.:..Y-,O:::.F-,:;;LO",S;:;-:;A",N:;;;G:=:EL:;;E:7.S -,:;A:-M:;,;U;;:NC;;I",CI;:.P.:.;A",L ic:;;0'i-iri=:po;::rc;;a~ti~o~n;,- <-, Description: LOTS 1, 2 AND 3 OF THE SANCHEZ TRACT, DAlID JJNE JUNE 2012, BEARING AND DISTANCES F===--:----f:-;:-:;';;-;-';;-::'-;:!-;:'7.:.:;;-;s~~'="S~:::7_:7.;~:;:----..,ARE BASED ON CAUFORNIA COORDINATE SYSTEM NAO '83 IN BK 3 PG 158 AND 159 OF MISCELLANEOUS ZONE 5 COORDINATES OBTAINED FROIO CAUf""NI' H,P.G.N..,RECORDS. Title Report: FIDELITY NATIONAL TITLE COMPANY NO: A 58 Assessor's Ref: IROW Ref: R 108 R 1 No, Dote Revision Description VICINITY N.T.S, MAP 40' 0' 40' 80' I~I~!~I 1"=80' TOTAL AREA OF PROPERTY RC-471 REMAINDER PARCEL AREA ESTATE 13,723 SQ. FT,(NET AREA) 4,315 SQ, FT. (NET AREA) 9,408 SQ. FT, (NET AREA) SSE It\ Metro ~p~: ~ 1}1f,!J'b 1M I ~ PROJECT MANAGER ' OAfrE.i PREPARlO BY: ~~~R I INGlNHIIING!., 1693J~=3?f.~S<lft(!100! REGIONAL CONNECTOR ~pftgg~h'&h;?u~city OF LOS CHEct<D BY: 1$:: 5752 DATE: ANGELES PARCEL 12/20/11 SCALE: 1" = 80' REr No. 07/0gY1E3 REV, No, DATE: N RC_471

72 Exhibit "A4" I-Tunnel Easement Exhibit I LEGAL DESCRIl"IION FOR SUBSURFACE EASEMENT PURPOSES PARCEL NUMBER RC-472 TIIAT PORTION OF LOT 4, BLOCK 2 OF SANCHEZ TRACT, IN THE CITY OF LOS ANGELES, COUNTy OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGES 158 AND 159, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF TURNER STREET, FEET WIDE, AS SHOWN ON SAID SANCHEZ TRACT, WITH THE EASTERLY LINE OF THE WESTERLY FEET OF SAID LOT 4 OF BLOCK 2; THENCE ALONG SAID EASTERLY LINE, NOl 51'44"E FEET TO A POINT ON THE SOUTHWESTERLY LINE OF TEMPLE STREET, AS SHOWN AND DESCRIBED IN ORDINANCE NO OF THE CITY OF LOS ANGELES WITH EFFECTIVE DATE OF NOVEMBER 4, 2010, SAID POINT BEING ON A CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF FEET, A RADIAL LINE TO SAID POINT BEARS S34 05'28"W; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01 41'47", AN ARC LENGTH OF FEET TO A POINT IN SAID CURVE, A RADIAL LINE TO LAST SAID POINT BEARS S32 23'41"W; THENCE LEAVING SAID CURVE, S04 22'18"E FEET TO SAID NORTHERLY LINE OF TURNER STREET; THENCE ALONG SAID NORTHERLY LINE, N88 22'27"W FEET TO THE POINT OF BEGINNING. SAID EASEMENT WILL EXTEND FROM AN AVERAGE GROUND SURFACE ELEVATION OF +270 FEET MEAN SEA LEVEL TO AN AVERAGE DEPTH ELEVATION OF +263 FEET MEAN SEA LEVEL. THIS DEPTH ELEVATION WAS DETERMINED FROM THE LA METRO REGIONAL CONNECTOR TRANSIT CORRIDOR PROJECT PRELIMINARY ENGINEERING PLANS. CONTAINS: 579 SQUARE FEET. NOTE: THIS LEGAL DESCRIPTION WAS NOT PREPARED FOR ANY PURPOSE TIIAT WOULD BE IN VIOLATION OF THE STATE OF CALIFORNIA SUBDIVISION MAP ACT OR LOCAL ORDINANCES OF THE GOVERNING BODY HAVING JURISDICTION. PREPARED BY:

73 Exhibit r. "G~ra~n~to~r:f:-...:C~I?:TY7,tT0",F",,\;;LO~S~A~N;.?G~E'!::iLE~S~A~M~U~N::l;IC~I~PQA!;i,LriC~O~R~P-l'0~R~AJJll~OuN_-l11 PRfPARED DATA- BY WAGNER ON PlAT DWINEEIIING ARE BASED " SURVEY, ON FIELD INC. SURVEY..,D",e",sc",ri",pit:;:io",n::..:...;;;SA;<N"'"C;;:Hc.:.;E..,Z:..,,;.TRH!A;,;C;;,Ti-'7iB;;:;L<"'0'iC:;.;K"""'2~Pi'"o"'Rt,;,;l1m""0;.rr;.NO~Fi=rl'L'70+.T",,4~"""'-ID'1ED JUNE JUNE _ AND IllSTANCES. ARE BASED ON CAIJfCRNlA COORDlIIAl smdlloo '83 BOOK 3 PAGES 158 AND 159 OF MISCELLANEOUS ZONE COCRIllNAlES OBTAlNEll FRCOI CAUFll1IN1A H.P.G.N. RECORDS. "n""'ltt::"le""rt::"ed'"".o rt;= ~C""HmICofiA"'G""'O"""1l""TL=E-:C""'O"'M"...P,AN""Y"...,.O""R""'"D.-.."...,Jl1.,16""7'"'4"'0,..33"'9 _..X" t : :. Assessor's Ref: 51/ IROW Ref: R-l08 No. Dote Revision Description ",.w_"_"~,~ ".,_" CURVE TABLE _ ""'W""._"'"',,.""~., CURVE RADIUS LENGTH DELTA "M" J..EGElIll; POB - POINT OF BEGINNING SSE - SUBSURFACE EASEMENT Cl ' 18.65' 1'41'47" C ' 61.13' 5'33'35" C~ ' 25.90' 74'12'40" ' 25.11' 35'58'25" '~~". LINE TABLE LINE BEARING LENGTH --.~~-,-- Ll NOI'51'44"[ 38.46'.-'~ '51'44"W 4.86'.".,"- LJ 504'22'18"[ 28,84' -" ''"..~ L4 N88'22'27"W 19.06'...,._..._,.,,~,,,~,- L5 -,,-_." S88'22'27"E 24.25' L6 N4S19'38"W 21.13' LI N01'51'44"E 10.22', ~. L8 N01'51'44"E 50.00' ~."."...- L9 N88'22'27"w 49.25' L10 N88'22'27"W 50.95'... TOTAL AREA OF PROPERTY RC-472 REMAINDER PARCEL AREA ItL~1 b,~~ 1 ~~munl' ~J I~r-r- J~I ~ ~.c-. -< -~T-iir~ VICINITY MAP N.r.S. llils EXHIBIT IS MAIlE PART OF llie LEGAL DESCRIPTION. 40' 0' 40' 80' 1~~lliiiiBiil'~1 1"=80' ESTAlE 1,279 SQ. FT. 579 SQ. FT. 700 SQ. FT. SSE m Metro APPWl':.E~ BY, {. {fti" ~ ~..,.., "2: I!S. l~ PROJECT MANAGER itoa TE' REGIONAL CONNECTOR OM'" 08/06/2013 SCALE: 1" = 80' REV. No. REv. No. OA1 : OA1 : ANGELES P""",,- No,RC-472