Resolution No. 8456• r f
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RESOLUTION NO. 8456
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF
STANDARD OFFER AGREEMENT AND ESCROW INSTRUCTIONS
FOR THE PURCHASE OF REAL ESTATE AND OTHER RELATED
DOCUMENTS BY AND BETWEEN THE CITY OF VERNON AND
STANDARD PAPER BOX CORP. FOR PROPERTY LOCATED AT
2301 EAST VERNON
WHEREAS, the City of Vernon desires to purchase certain real
property in the City, commonly known as 2301 East Vernon Avenue (the
"Property") owned by Standard Paper Box Corp. ("Standard Paper") for
future development; and
WHEREAS, the Standard Paper has agreed to sell the Property
to the City on negotiated terms, which the City has determined to be
fair and reasonable; and
WHEREAS, in order to expedite the purchase of the Property,
the City Administrator executed a Standard Offer, Agreement and Escrow
Instructions for Purchase of Real Estate (the "Agreement") and
authorized an initial deposit of Two Hundred Thousand Dollars and No
Cents ($200,000.00), subject to ratification by the City Council of
the City of Vernon; and
WHEREAS, on June 1, 2004, the Finance Committee considered
the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
May 27, 2004, that the Property be purchased and the necessary
documents executed to implement the purchase.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
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and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves, authorizes and ratifies the Standard Offer, Agreement and
Escrow Instructions for Purchase of Real Estate with Standard Paper, a
copy of which is attached hereto as Exhibit "A" and made a part
hereof.
SECTION 3: The City Council of the City of Vernon hereby
approves, authorizes and ratifies the initial payment of Two Hundred
Thousand Dollars and No Cents ($200,000.00) for the Property.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator to execute any and all documents as
shall be required to complete the acquisition of the Property and to
accomplish the close of escrow consistent with the terms of said
Agreement approved herein.
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 2nd day of June, 2004.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MALBURG, Aayor
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8456, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, June 2,
2004, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
0
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non-P.esidenval)
AIR Commercial Real Estate Association
April 26, 2004
(Date for Reference Purposes)
1. Buyer.
1.1 City of Vernon ("Buyer)
hereby offers to purchase the real property, hereinafter described, from the owner thereof ("Seller) (collectively, the "Parties" or individually, a "Party'),
through an escrow ('Escrove)toclose en_sixty (60) days from the opening of escrow
("Expected Closing Date") to be held by North American Title Company (Attn: Tina Debow) ("Escrow Holder)
whose address is520 North Brand Boulevard, Glendale, California 91203
, Phone No. 818-551-5370 Facsimile No. 818-240-9884
upon the terms and conditions set forth in this agreement ("Agreement"). Buyer shall have the right to assign Buyer's rights hereunder, but any such
assignment shall not relieve Buyer of Buyer's obligations herein unless Seiler expressly releases Buyer.
12 The term "Date of Agreement" as used herein shall be the date when by execution and delivery (as defined in paragraph 20.2) of this document
or a subsequent counteroffer thereto, Buyer and Seller have reached agreement In writing whereby Seiler agrees to sell, and Buyer agrees to purchase,
the Property upon terms accepted by both Parties.
2. Property.
2.1 The real property ("Property") that is the subject of this offer consists of (insert a brief physical description) approximately 6.04
acres of industrial land
is located In the City of Vernon
, County of Los Angeles
State of California , is commonly known by the street address of 2301 East Vernon
and is legally described as: to be described in escrow
(APN: 6302-17-025 ).
2.2 If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal description shall be
completed or corrected to meet the requirements of North American Title (Attn: Debbie Kroman)
('ritte Company'), which shall issue the title policy hereinafter described.
2.3 The Property includes, at no additional cost to Buyer, the permanent improvements thereon, including those items which pursuant to applicable
law are a part of the property, as well as the following items, if any, owned by Seller and at present located on the Properly: electrical distribution systems
(power panel, bus ducting, conduits, disconnects, lighting fixtures); telephone distribution systems (lines, jacks and connections only); space heaters;
heating, ventilating, air conditioning equipment ('HVAC'); air lines; fire sprinkler systems; security and fire detection systems; carpets; window coverings;
wall coverings; and cranes and craneways
(collectively, the "Improvements").
2.4 . The fire sprinkler monitor. 0 is owned by Seller and included in the Purchase Price, or ❑ is leased by Seller, and Buyer will need to negotiate a
new lease with the fire monitoring company.
2.5 Notwithstanding Paragraph 2.3, the Purchase Price does no a personal property, furniture and
furnishings, which are Ilatei on Exhibit A, and and
any trade fixtures connected to equipment being sold may also be removed all of which shall be
removed by Seller priorto Closing and/or prior to the expiration of the Lease referred to In Paragraph 26.7.
3. Purchase Price.
3.1 The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be
$6, 400, 000.00 , payable as follows:
(a) Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash
transaction, the Purchase Price): $6, 400, 000.00
(6) BUYGF shall take title to the PFopeFty Aubjeet to the following eAstong deed(s) of tPist
Said Fkst Note is payable at $
(Swke it not @) An FArting Note (!Second Note') with aR uRpaid p0selpal balanse as a! the
Closing of appFoximately; $
at the Fate of %
(Sti*e it fW (d) BUY8F shall give Re"er a d-1 eftn.-At (*Purchase Money 000.1 e! TFusr-) an the
("PuFahase Money Note*) In the aMQUA4 Of-'. eA*e unpaid Manse is due on
Total Purchase Price: $6, 400, 000.00
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2000-AIR Commercial Real Estate Association REVISED Form OFA4-8f00E
3.2 If Buyer is taking title to tfie Property subject to, or assuming, an Existing Deed of Trust and such deed of trust permits the beneficiary to
demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a bondition to the transfer of the Property, Buyer
agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable Existing Note.
4. Deposits. ,
4.1 ❑ Buyer has delivered to Broker a check in the sum of $ payable to Escrow Holder, to be held by Broker
until both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or 0 Buyer shall deliver to Escrow
Holder a check in the sum of $ 200, 000 .00 when both Parties have executed this Agreement and the executed Agreement has
been delivered to Escrow Holder. When cashed, the check shall be deposited into the Escrows trust acount to be applied toward the Purchase Price of
the Property at the Closing. Should Buyer and Seller not enter into an agreement for purchase and sale, Buyers check or funds shall, upon request by
Buyer, be promptly returned to Buyer.
4.2 Additional deposits:
(a) Within 5 business days after the Date of Agreement, Buyer shall deposit with Escrow Holder the additional sum of
$ to be applied to the Purchase Price at the Closing.
(b) Within 5 business days after the contingencies discussed in paragraph 9.1 (a) through (k) are approved or waived, Buyer shall deposit with
Escrow Holder the additional sum of $100, 000. 00 to be applied to the Purchase Price at the Closing.
4.3 Escrow Holder shall deposit the funds deposited with It by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively the "Deposit"), in a State or
Federally chartered bank In an interest bearing account whose term is appropriate and consistent with the timing requirements of this transaction. The
interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that there may be penalties or interest forfeitures if the applicable
instrument is redeemed prior to its specified maturity. Buyers Federal Tax Identification Number is . NOTE: Such
interest bearing account cannot be opened until Buyers Federal Tax Identification Number Is provided.
sum equal to At 'Aast % of the Purghase Price, at temis Feasenably aGGeptable to Buyan Such loan CNew Loan') shall be secured by a fiFe
dlsappFove of such pFoposed IaFrRs. If 88118F (2119 tG Reilly r!SGFGW Holder, In wr#*Rg, of the disappr4eval within saId:T days it shalt be GonGlurively pFesuFned
5.2 13UYOF heFeby agFees to doligepAy puFsue obtaining the New Wan. If BUY81F shall fall to notify its Woker, EsGFew HoldeF and Seiler, in
not gMaInAd anki New Loan, !his AOFSAFRARt shall he leFrAinated, and OWY8F shall he eRtitled to the pr4ampt retum of the Deposl� plus an
WLFOGI ARFned thamen, less epAy FsGFew HeldOF and 41119 GOMP8RY GEIRGAIIAHAA fees MAd GOP 6, "IGh BUYSF shall pay,
6.1 Us PuFshase MGAey Plate shall PFOYId- fQF IpAeFest eR Mpald PdAGipal at the Fels ef 94 POF annum, with pARGIpal and 'PAGF86t Paid
The n..-_bass MORG. u_a_ -Ad Puro.nse AileRsy Dead Gf TM6t S6d1 t.n_e.e_the
this AOFOGFRORI
The P4.1ffih2GQ MORey NGIIS andleF the Pumhase Money Deed ef Thist shall GeWWIR provisions Fegwdlicig the fGHOWA9 (r,88 also Pa OFaph 10.3
(a) Prepa)9ne##. PFIRGipal maybe pFepaid In whale OF in paFt at any time %fteut penafty, at #,is option Gf the Eluyer-.
(b) Izate Charge. A late GhaFge of6% shall be payable with FespeGlto aAy PaYFRORt GfPdRdPal, IFOOF9611, GFGthGFGhaF9es, RGlimadewithin 10
d18
7. Real Estate Brokers.
7.1 The following real estate broker(s) ("Brokers") and brokerage relationships exist in this transaction and are consented to by the Parties (check
the applicable boxes):
0Lee & Associates —Commerce, Inc. represents Seiler exclusively (*SetteesBroker");
0 McKinney Travers represents Buyer exclusively ("Buyers Broker'); or
represents both Seiler and Buyer ("Dual Agency).
The Parties acknowledge that Brokers are the procuring cause of this Agreement. See paragraph 24 for disclosures regarding the nature of a real estate
agency relationship. Buyer shall use the services of Buyers Broker exclusively in connection with any and all negotiations and offers with respect to the
Property for a period of 1 year from the Date of Agreement.
7.2 Buyer and Seller each represent and warrant to the other that he/shefit has had no dealings with any person, firm, broker or finder in connection
with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other than the Brokers named in
paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers islare entitled to any commission or finders fee in connection with this
transaction as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other
harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, finder or other
similar party, other than said named Brokers by reason of any dealings or act of the indemnifying Party.
8. Escrow and Closing.
8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the
agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the
Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the
Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.
8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as
defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained.
8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and
practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code, in the event of a conflict
between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the
Property Is located shall prevail
8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the "Closing") by recording a general
warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance
Initials Page 2 of 8 Initials
2000-AIR Commercial Real Estate Association REVISED Form OFA448/00E
with this Agreement. A portlon of the Purchase Price equal to three (3) months rent plus the security deposit for the Lease described In '
Paragraph 26.7 shall be hel4 in Escrow and disbureed by Escrow Holder as provided In paragraph 26.7.
8.5 Buyer and Seiler shall each pay one-half of the Escrow Holder's charges and Seller thall pay #is usual recording fees and any required
documentary transfbr taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance.
8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs
9.1 subparagraphs (b), (c), (d), (a), (g), (I), (n), and (o), 9A, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the
Parties only and are not instructions to Escrow Holder.
8.7 If this transaction Is terminated for non -satisfaction and non -waiver of a Buyers Contingency, as defined in paragraph 9.2, then neither of the
Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty in this
Agreement. In the event of such termination, Buyer shall be promptly refunded all funds deposited by Buyer with Escrow Holder, less only Title Company
and Escrow Holder cancellation fees and costs, all of which shall be Buyers obligation.
8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if
the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default
under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the Closing occurs within 5 business days following
said notice, the Escrow shall be deemed terminated without further notice or instructions.
8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow
Holders fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations.
agreements, covenants or warranties contained therein.
8.10 If this Escrow is terminated for any reason other than Sellers breach or default, then at Sellers request, and as a condition to the return of
Buyers deposit, Buyer shall within 5 days after written request deliver to Seiler, at no charge, copies of all surveys, engineering studies, soil reports, maps,
master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be
required to deliver any such report if the written contract which Buyer entered into with the consultant who prepared such report specifically forbids the
dissemination of the report to others.
9. Contingencies to Closing.
9.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY
ESCROW HOLDER, IN WRITING, OF THE DISAPPRWXAl. APPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED
THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS D15AFPKOVED APPROVED SUCH rTEM, MATTER OR DOCUMENT.
Buyers conditional approval shall constitute disapproval, unless provision is made by the Seller within the time speed therefore by the Buyer in such
conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly
provide all Parties with copies of any written disapproval or conditional approval which it receives. With regard to subparagraphs (a) through (1) the
pre printed time periods In Paragraph 26.10 shall control. shall rentral unless a difteFORI AFAhAF Of Clays IS IRSOFted 'A the spares provided.
(a) Disclosure. Seller shall make to Buyer, through escrow, all of the applicable disclosures required by law (See AIR Commercial Real Estate
Association ("AIR") standard form entitled "Sellers Mandatory Disclosure Statement") and provide Buyer with a completed Property Information Sheet
("Property Information Sheet") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the
AIR within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the
matters disclosed.
(b) Physical Inspection. Buyer has 10 or days from the receipt of the Property Information Sheet or the Date of Agreement, whichever is
later, to satisfy itself with regard to the physical aspects and size of the Property.
(c) Hazardous Substance Conditions Report. Buyer has 30 or days from the receipt of the Property Information Sheet or the Date of
Agreement, whichever is later, to satisfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer Main a Hazardous
Substance Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A "Hazardous
Substance" for purposes of this Agreement is defined as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect,
render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare. A "Hazardous
Substance Condition" for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous
Substance that would require remediation and/or removal under applicable Federal, state or local law.
(d) Soil Inspection. Buyer has 30 or days from the receipt of the Property Information Sheet or the Date of Agreement, whichever is
later, to satisfy itself with regard to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall
be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seiler may have within 10 days of the Date of Agreement.
(a) Governmental Approvals. Buyer has 30 or days from the Date of Agreement to satisfy itself with regard to approvals and permits
from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or desirable in
connection with its intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and
safety, fire, police, handicapped and Americans with Disabilities Act requirements, transportation and environmental matters.
(f) Conditions of Title. Escrow Holder shall cause a current commitment for title insurance (Titre Commitment") concerning the Property issued
by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ("Underlying Documents") to be delivered to Buyer
within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment and Underlying Documents to
satisfy itself with regard to the condition of title. The disapproval of Buyer of any monetary encumbrance, which by the terms of this Agreement is not to
remain against the Property after the Closing, shall not be considered a failure of this contingency, as Seller shall have the obligation, at Sellers expense,
to satisfy and remove such disapproved monetary encumbrance at or before the Closing.
(9) Survey. Buyer has 30 or days from the receipt of the Title Commitment and Underlying Documents to satisfy itself with regard to
any ALTA title supplement based upon a survey prepared to American Land Title Association ("ALTA") standards for an owners policy by a licensed
surveyor, showing the legal description and boundary lines of the Property, any easements of record, and any Improvements, poles, structures and things
located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyers direction and expense. If Buyer has
obtained a survey and approved the ALTA title supplement, Buyer may elect within the period allowed for Buyers approval of a survey to have an ALTA
extended coverage owners forth of title policy, in which event Buyer shall pay any additional premium attributable thereto.
(h) Existing Leases and Tenancy Statements. Seller shall within 10 or days of the Date of Agreement provide both Buyer and Escrow
Holder with legible copies of all leases, subleases or rental arrangements (collectively, "Existing Leases") affecting the Property, and with a tenancy
statement ("Estoppel Certificate") in the latest forth or equivalent to that published by the AIR, executed by Seller and/or each tenant and subtenant of the
Property. Seller shall use its best efforts to have each tenant complete and execute an Estoppel Certificate. If any tenant fails or refuses to provide an
Estoppel Certificate then Seller shall complete and execute an Estoppel Certificate for that tenancy. Buyer has 10 days from the receipt of said Existing
Leases and Estoppel Certificates to satisfy itself with regard to the Existing Leases and any other tenancy issues.
(1) Other Agreements. Seller shall within 10 or days of the Date of Agreement provide Buyer with legible copies of all other agreements
("Other Agreements") known to Seller that will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy
itself with regard to such Agreements.
0) Financing. If paragraph 5 hereof dealing with a financing contingency has not been stricken, the satisfaction or waiver of such New Loan
contingency.
(k) Existing Notes. If paragraph 3.1(c) has not been stricken, Seller shall within 10 or days of the Date of Agreement provide Buyer with
legible copies of the Existing Notes, Existing Deeds of Trust and related agreements (collectively, "Loan Documents") to which the Property will remain
subject after the Closing. Escrow Holder shall promptly request from the holders of the Existing Notes a beneficiary statement ("Beneficiary Statement")
confirming: (1) the amount of the unpaid principal balance, the current interest rate, and the date to which Interest is paid, and (2) the nature and amount of
any impounds held by the beneficiary In connection with such loan. Buyer has 10 or days from the receipt of the Loan Documents and Beneficiary
Statements to satisfy itself with regard to such financing. Buyers obligation to close is conditioned upon Buyer being able to purchase the Property without
acceleration or change in the terms of any Existing Notes or charges to Buyer except as otherwise provided in this Agreement or approved by Buyer,
provided, however, Buyer shall pay the transfer fee referred to in paragraph 3.2 hereof.
(1) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or days from the Date of
Agreement to satisfy itself with regard to the title condition of such personal property. Seller recommends that Buyer obtain a UCC-1 report. Any such
report shall be paid for by Buyer. Seller shall, provide Buyer copies of any liens or encumbrances affecting such persons[ property that it is aware of within
10 or days of the Date of Agreement.
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2000-AIR Commercial Real Estate Association REVISED Form OFA4-8100E
(m) Destruc{iorr, Damage or Loss. There shall not have occurred prior to the Closing, a destruction of, or damage or loss to, the Property or any
portion'thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure is $10.000.00 or less,
Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, Within 10 days after receipt of written notice of a loss costing more than
$10,000.90 to repair or cure, to either terminate this transaction or to purchase the Property notwithstanding such loss, but without deduction or offset
against the Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this transaction, Buyer shall be
entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage
or loss has occurred prior to Closing.
(n) Material Change. Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to
such change. "Material Change" shall mean a change in the status of the use, occupancy, tenants, or condition of the Property that occurs after the date
of this offer and prior to the Closing. Unless otherwise notified In writing, Escrow Holder shall assume that no Material Change has occurred prior to the
Closing.
(o) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be
performed by Seller under this Agreement.
(p) Warranties. That each representation and warranty of Seller herein be true and correct as of the Closing. Escrow Holder shall assume that
this condition has been satisfied unless notified to the contrary in writing by any Party prior to the Closing.
(q) Brokerage Fee. Payment'st the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder
executed by Seller and Brokers ("Brokerage Fee"). It is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this
Agreement insofar as the Brokerage Fee is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee specified in
this Agreement, without the written consent of Brokers.
9.2 All of the contingencies specified in subparagraphs (a) through (p) of paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and
may be elsewhere herein referred to as "Buyer Contingencies." 5ee also Paragraph 26.11.
9.3 If any Buyer's Contingency or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner
("Disapproved item"), Seller shall have the right within 10 days following the receipt of notice of Buyer's disapproval to elect to cure such Disapproved
Item prior to the Expected Closing Date ("Setter's Election"). Sellers failure to give to Buyer within such period, written notice of Setters commitment to
cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Sellers Election not to cure such Disapproved
Item. If Seiler elects, either by written notice or failure to give written notice, not to cure a Disapproved Item, Buyer shall have the election, within 10 days
after Sellers Election to either accept title to the Property subject to such Disapproved Item, or to terminate this transaction. Buyers failure to notify Seller
in writing of Buyers election to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyers election to
terminate this transaction. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediation of Hazardous Substance
Conditions or to the Financing Contingency. Unless the Parties mutually instruct otherwise, if the time periods for the satisfaction of contingencies or for
Sellers and Buyers said Elections would expire on a date after the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3
business days following the expiration of: (a) the applicable contingency period(s), (b) the period within which the Seller may elect to cure the Disapproved
Item, or (c) if Seiler elects not to cure, the period within which Buyer may elect to proceed with this transaction, whichever is later.
9.4 Buyer understands and agrees that until such time as all Buyers Contingencies have been satisfied or waived, Seller and/or its agents may
solicit, entertain and/or accept back-up offers to purchase the subject Property.
9.5 The Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for
the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of
the impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers
to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on this Property or adjoining properties.
and Buyer and Seller are not relying upon any investigation by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility
for the impact of such Hazardous Substances upon their respective interests herein.
10. Documents Required at or before Closing:
10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company
and provide copies thereof to each of the Parties.
10.2 Seiler shall deliver to Escrow Holder in time for delivery to Buyer at the Closing:
(a) Grant or general warranty deed, duty executed and in recordable form, conveying fee title to the Property to Buyer.
(b) If applicable, the Beneficiary Statements concerning Existing Note(s).
(c) If applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The
assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessors Interest In Lease form published by the AIR or its
equivalent.
(d) If applicable, Estoppel Certificates executed by Seller and/or the tenant(s) of the Property.
(a) An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code Section 1445 or
successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow
Holder shall at the Closing deduct from Seller's proceeds and remit to Internal Revenue Service such sum as is required by applicable Federal law with
respect to purchases from foreign sellers.
(f) If the Property is located in California, an affidavit executed by Seller to the effect that Seller is not a "nonresident' within the meaning of
California Revenue and Tax Code Section 18662 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at
least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Sellers proceeds and remit to the Franchise Tax Board such
sum as is required by such statute.
(g) If applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer.
(h) If the Seller is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the Property.
10.3 Buyer shall deliver to Seller through Escrow:
(a) The cash potion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by
Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder as immediately collectable funds, no later than
2:00 P.M. on the business day prior to the Expected Closing Date.
(b) If a, Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those
documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on the improvements in the amount of
the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyers expense), assuring Seller of notice of
the status of payment of real properly taxes during the life of the Purchase Money Note.
(c) The Assignment and Assumption of Lessors Interest in Lease form specified in paragraph 10.2(c) above, duly executed by Buyer.
(d) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements.
(a) If applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes.
(f) If the Buyer is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the
Property.
10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, If elected pursuant to 9.1(g)) owners form
policy of title insurance effective as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring title to the Property
vested in Buyer, subject only to the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction, the policy of
title insurance shall be a joint protection policy insuring both Buyer and Seller.
IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION
WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN
THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN
THE PROPERTY THAT YOU ARE ACQUIRING.
11. Proration and Adjustments.
11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based
upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by
reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any
supplemental bill.
11.2 Insurance. WARNING: Any insurance which Seller maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to
cover the Property.
11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date
of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing.
11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.
11.5 Post Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by
appropriate cash payment outside of the Escrow when the amount due is determined.
11.6 Variations in Existing Note Balances. In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s), and in the event
that a Beneficiary Statement as to the applicable Existing Note(s) discloses that the unpaid principal balance of such Existing Note(s) at the Closing will be
Initials Page 4 of 8 Initials
2000-AIR Commercial Real Estate Association REVISED Form OFA-4-8100E
more or less than the amount set forth in paragraph 3.1(c) hereof ("Existing Note Variation"), then the Purchase Money Note(s) shall be reduced or
increased by an amount equal th such Existing Note Variation. If there is to be no Purchase Mpney Note, the cash required at the Closing per paragraph
3.1(a) shall be reduced or increased by the amount of such Existing Note Variation.
11.7 Variations,in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ulfimately obtained exceeds the amount set forth
in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be reduced by the amount of such excess.
12. Representation and Warranties of Seller and Disclaimers.
12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and, are true, material and
relied upon by Buyer and Brokers In all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers:
(a) Authority of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to
Buyer as provided herein, and to perform Sellers obligations hereunder.
(b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1(m) hereof, Seller shall
maintain the Property until the Closing in its present condition, ordinary wear and tear excepted. The HVAC, plumbing, elevators, loading doors and
electrical systems shall be in good operating order and condition at the time of Closing.
(c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior
existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank.
(d) Compliance. Seller has no knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes or
covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled
order or directive of any applicable governmental agency or casualty insurance company requiring any investigation, remediation, repair, maintenance or
improvement be performed on the Property.
(e) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Existing Lease or Other Agreement, or create any new
leases or other agreements affecting the Property, without Buyers written approval, which approval will not be unreasonably withheld.
(f) Possessory Rights. Seiler has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as
disclosed by this Agreement or otherwise in writing to Buyer.
(g) Mechanks' Liens. There are no unsatisfied mechanics' or materialmens' lien rights concerning the Property.
(h) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings pending or threatened before any commission,
board, bureau, agency, arbitrator, court or tribunal that would affect the Property or the right to occupy or utilize same.
(i) Notice of Changes. Seiler will promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1(n)) affecting the
Property that becomes known to Seller prior to the Closing.
0) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or
insolvency proceeding.
(k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding.
(1) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in
the Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise in
writing to Buyer.
12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in Its existing condition and
will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect its own Interest In, and its
contemplated use of, the Property. The Parties acknowledge that, except as otherwise stated in this Agreement, no representations, inducements,
promises, agreements, assurances, oral or written, concerning the Property, or any aspect of the occupational safety and health laws, Hazardous
Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto.
12.31n the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to purchase the
Property anyway then, and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said
representation or warranty.
12.4 Any environmental reports, soils reports, surveys, and other similar documents which were prepared by third party consultants and provided to
Buyer by Seller or Sellers representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the
sufficiency, accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents to be
accurate, but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property.
13. Possession.
Possession of the Property shall be given to Buyer at the Closing subject to Paragraph 26.7.
14. Buyer's Entry.
At any time during the Escrow period, Buyer, and Its agents and representatives, shall have the right at reasonable times and subject to rights of tenants,
to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted,
however, without Sellers prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in writing by
Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including the recompaction or removal of any disrupted soil or
material as Seller may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property
by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and
from any and all claims, liabilities, losses, expenses (including reasonable attorneys' fees), damages, including those for injury to person or property,
arising out of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection thereweh.
15. Further Documents and Assurances.
The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing
as and when required by this Agreement. The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably
required by Escrow Holder or the Title Company.
16. Attorneys' Fees.
If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded In tort, contract or equity, or to declare
rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys'
fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or
judgment. The term 'Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case
may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award
shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.
17. Prior Agreements/Amendments.
17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.
17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller.
19. Notices.
19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or other
communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid, to the address
set forth in this Agreement or by facsimile transmission.
19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered. Any such communication sent by
regular mail shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or overnight courier that
guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. Communications transmitted by
facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt (confirmation report from fax machine is sufficient), provided a
copy is also delivered via delivery or mail. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the
next business day.
19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional
persons to whom, all communications are thereafter to be made.
20. Duration of Offer.
20.1 If this offer is not accepted by Seller on or before 5:00 P.M. according to the time standard applicable to the city of
Commerce on the date of May 20, 2004 it shall
be deemed automatically revoked.
20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in
paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally accepting the last
outstanding offer or counteroffer.
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2000-AIR Commercial Real Estate Association REVISED Form 0FA4-8/OOE
21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both Parties).
THE PARTIES' AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THI;
AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM IT:
OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIE;
PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATE[
DAMAGES IN THE AMOUNT OF $300, 000.00 . UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL
BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPAN`
CHARGES SHALL BE PAID BY SELLER.
Buyer Inlffs—Ir Seller Initials
Buyer M/tials Seller Initials
23. Miscellaneous.
23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are initialed by
both of the Parties. Paragraphs 21 and 22 are each incorporated Into this Agreement only if initialed by both Parties at the time that the Agreement I. -
executed.
23.2 Applicable Law. This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the
Property is located.
23.3 Time of Essence. Time is of the essence of this Agreement.
23.4 Counterparts. This Agreement may be executed by Buyer and Seiler in counterparts, each of which shall be deemed an original, and
all of which together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts are identical except for the
signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement.
23.5 Waiver of Jury Trial.. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
23.6 Conflict Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be
controlled by the typewritten or handwritten provisions.
24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
24.1 The Parties and Brokers agree that their relationships) shall be governed by the principles set forth In the applicable sections of the California
Civil Code, as summarized in paragraph 24.2.
24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the outset understand
what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the
Brokers in this transaction, as follows:
(a) Seller's Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent
has the following affirmative obligations: (1) To the Seller. A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To
the Buyer and the Seller. a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and
good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the
diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other
Party which does not involve the affirmative duties set forth above.
(b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the
Sellers agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting
only for a Buyer has the following affirmative obligations. (1) To the Buyer. A fiduciary duty of utmost care, Integrity, honesty, and loyalty in dealings with
the Buyer. (2) To the Buyer and the Seller. a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and
fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirabilityof the property that are not known
to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential Information obtained
from the other Party which does not involve the affirmative duties set forth above.
(c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate licenses, can legally
be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. (1) in a dual
agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer. a. A fiduciary duty of utmost care, integrity, honesty
Initials Page 6 of 8 Initials
2000-AIR Commercial Real Estate Association REVISED Forth OFA-48100E
and loyalty in the dealings with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated above In their respective sections (a) or (b)
of this paragraph 24.2. (2) in -representing both Seller and Buyer, the agent may not without the express permission of the respective Party, disclose to the
other Party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. (3) The above duties
of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should
carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to
advise about real estate. If legal or tax advice is desired; consult a competent professional.
(d) Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon the number of
agents assisting in the transaction. Buyer and Seller should each read Its contents each time it is presented, considering the relationship between them
and the real estate agent in this transaction and that disclosure. Brokers have no responsibility with respect to any default or breach hereof by either Party.
The liability (including court costs and attorneys' fees), of any Broker with respect to any breach of duty, error or omission relating to this Agreement shall
not exceed the fee received by such Broker pursuant to this Agreement: provided, however, that the foregoing limitation on each Broker's liability shall not
be applicable to any gross n9gligence or willful misconduct of such Broker.
24.3 Confidential Information: Buyer and Seller agree to Identify to Brokers as "Confidential' any communication or information given Brokers that is
considered by such Party to be confidential.
25. Construction of Agreement In construing this Agreement, all headings and tiles are for the convenience of the parties only and shall not be
considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise specifically
Indicated to the contrary, the word "days" as used In this Agreement shall mean and refer to calendar days. This Agreement shall not be construed as if
prepared by one of the parties, but rather according to Its fair meaning as a whole, as if both parties had prepared it.
26 Additional Provisions:
Additional provisions of this offer, H any, are as follows or are attached hereto by an addendum consisting of paragraphs 26.1 through
26.11 (If there are no additional provisions write "NONE'.)
Attached hereto and a part of this Agreement are, a) Addendum to Standard Offer,
Agreement and Escrow Instructions for the Purchase of Real Estate (Paragraphs 26.1 to
26.11), b) Property Information Sheet, c) Seller's Mandatory Disclosure Statement, and d)
Lee & Associates Disclosure for Purchase.
ION: NO REPRESENTATION'OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY J
R AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION
IT RELATES. THE PARTIES ARE URGED TO:
SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.
RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID
BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY,
( AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BU)
I USE.
IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY
NOTE:
1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.
2. IF THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.
The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof.
BROKER:
MCKINNEY TRAVERS
Attn: _
Tide: _
Address:
Telephone:
Facsimile:
Federal ID No.
APPROVED AS TO FORM:
ERIC T. SCH, City Attorney
BUYER:
CITY OF VERNON
Y. J _ �vry—--
Date: lQ 1,210V
Name Printed: gruce V. MalkenbPrat
Tile: City Administrator/City Clerk
Telephone/Facsimile: (323) 583-8811; (323) 826-1438
By:
M:
Name Printed:
Tile:
Address: 4305 Santa Fe Avenue
Vernon. CA 90058
Telephone/Facsimile: (323) 583-8811; (323) 826-1438
Federal ID No. 95-6000808
27. Acceptance.
27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein
specified.
27.2 Seller acknowledges that Brokers have been retained to locate a Buyer and are the procuring cause of the purchase and sale of the Property set
forth in this Agreement In consideration of real estate brokerage service rendered by Brokers, Seiler agrees to pay Brokers a real estate Brokerage Fee in
a sum equal to 5 % of the Purchase Price divided in such shares as said Brokers shall direct in writing. This Agreement shall serve as an
irrevocable Instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing.
27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer.
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.
BROKER: SELLER:
Initials Page 7 of 8 Initials
2000-AIR Commercial Real Estate Association REVISED Form OFA448/00E
LEE & ASSOCIATES —COMMERCE, INC.
Attn: Tim Cronin
Tide: Senior Vice President
Address:500 Citadel Drive, Suite 140
Commerce, California 90040
Telephone: 323-767-2088
Facsimile: 323-720-8474
Federal ID No. 95-4295544
STANDARD PAPER.BOX CORP., A CALIFORNIA
CORPORATION
By:
Date:
Name Printed:
Tide:
Telephone/Facsimile:
By:
Date:
Name Printed:
Title:
Address:
Telephone/Facsimile:
Federal ID No.
These forms are often modified to meet changing requirements of law and needs of the Industry. Always write or call to make sure you are utilizing the most current
form: AIR Commercial Real Estate Association, 700 South Flower Street. Suite 600, Los Angeles, CA 90017. (213) 687-8777.
®Copyright 2000-By AIR Commercial Real Estate Association. AN rights reserved.
No part of these works may be reproduced In any form without permission in writing.
CRONIN/6W Offer/city of Versos 4-20-04M
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2000-AIR Commercial Real Estate Association REVISED Form OFA-4-8100E
EXHIBIT
T/A APPRAISAL, INC
'(1999) Ford Explorer.
*(I Ogg) Mercury Grand Marquis.
*(1997) Chevy Corvette.
'(1978) Chevy 1/2 Ton Pick -Up.
(2) (1989 & 1990) Van Trailers.
OFFICE
(21) PC Computers.
(7) Laser Printers.
Compaq Sample Cad Cam System w/ Computer & Graphic Pro
Plotter.
Prodigy Plus PC Label Printer.
Pool Table.
Graphtec Cutting Pro Table:
(3) Lap Top Computers.
Canon Mod. 10665011, Copier.
PBX Phone System.
Misc. Office Equipment
OUTSIDE
(1989) Matsumoto Mod. GRA30/B, 30" Paper Calendaring
Machine w/ Heat Rolls, Chili Rolls, Feeder, Stacker, Filter.
S/N 1123
(14) Hyd. Pallet Jacks.
PLATE ROOM
Thelmer Vacuum Frame w/ Light Source.
19=Mar-04
(2) Millington Vacuum Frames.
(3) Light Tables.
PLANT
Heidelberg 10" x 15" Platen Press. (Not In. Service
0996) Woodward 30" x 40" Jogger Aerator, Hyd. Rollover.
S/N 9005218CNC
(2) Bobst Mod. SPI30E, Autoplaten 51", Auto. Die Cutters, 500
Ton, 51" x 36", 7000 Sheets Per Hour.
S/N 057300711 (1987)
S/N 057301002 (1989)
(1999) Boost Mod. SP130ERI1, 51" Autoplaten Die Cutter, 61"
x 36".
SIN 057703003
(1999) Komori Mod. L-650, 50", 6-Color Press, Autoplate
Changer, Coater, U.V. Drying, Control Console, Plate Bender,
Prisco Tech Chiller.
SIN 142
Plate Bender.
Servo Form Rotary Cutter.
(1992) Komori Lithrone 40, Mod. L640, 28" x 40", 6-Color Printing
Press, Coating, I.R. Drying, Sprayer, Dampening, Color
Controller, Epic 6-Station Water Control System.
SIN 332
Komori Lithrone 50 Mod. L650111,, 50", 6-Color Printing Press,
Color Controls, I.R. Drying, Coating, Sprayer.
SIN 104
(2) Jib Booms w/ Elec. Hoists.
(2) Jib Booms w/ Elec. Hoists.
Mercury -Boost Champlain 44", 7-ColorAuto. Gravere Press,
Mercury Uncoiler S/N 1818A44; Zeramd Tensioner, (2) Bobst
Dancer Rolls; (6) Mercury Print Stations S/N's 132041, 132042,
132043. 132044, 132046, 132046; Mercury Die Cutter SIN
14114; Controller, Air Compressor & Hyd.
Mercury 5-Color Printing Press, Mercury Unooiler S/N M120,
Tension Rolls, Mercury Die Cutter, Power Web Aligner, Hoist
System.
S/N M120
Bac Cooling Tower. (Not In Service)
SIN 83-6088M
(2) Balemaster Horiz. Hyd. Bailers w/ Cyclones.
Worthington 75 H.P. Screw Type Air Compressor.
Zeks Heat Sink Air Dryer.
SIN 124278
Sullair 75 H.P: Screw Type Air Compressor.
Atlas Copco Mod. GA55, 75 H.P. Screw Type Air Compressor.
S/N HOL030792
(1996) Marquip Mod. OIL, 60".Shester w/ (2) Splicers, Web
Tensioner, Decoder, Knife $ Stacker.
S/N 70649
Seybold Saber Mod. CKC-8, 50". Power Paper Cutter.
S/N 3591
Nikko Mod. 900BE, Window Machine.
S/N 235
Sperry Gladiator Cellophone Window Machine, 40" x 28".
S/N 1367
International Mod. FZ, Hot Melt Folder Gluer w/ Conveyor.
S/N FZ-A078
(2) Post Mod. Arrow 50BV, 50" Straight Line Folder Gluers w/
Shure Gluers.
S/N 345 (V) (1968)
S/N 634 (EC) (1972)
(1979) Bobst Domino Mod. 100-M, 30" Straight Line Folder Gluer.
S/N 0324-004-03
Staude 30" Straight Line Folder Gluer.
(7) Loveshaw Box Tapers.
(2) International Mod. FZ, Right Angle Folder Gluers.
International Mod. FZ, Right Angie Folder Gluer.
Water Chiller System.
Richards Super Die Maker. Jig & Drill.
Sanford 5" x10" Surface Grinder.
(2) Table Saws.
(13) Muni Benders.
(2) Raymond 3000 Lb. Elec. Stand Up Forklifts w/ Chargers.
SIN ET3-95-01567
SIN 0120-85-23489
Clark 3000 Lb. Else. Forklift w/ Charger.
SIN M0246-48-5607
Nissan 20,4000 Lb. Pneu. Tire L.P.G. Forklift
SM 024889
Hyster 100, 10000 Lb. LP.G. Forklift w/ Clamp.
Nissan 15, 3000 Lb. L.P.G. Forklift, Pneu. Tires.
S/N 24118
(2) Cushman Elec. Carts.
(1992) Komatsu Mod. 45, 10000 Lb. L.P.G. ForlcGRw/ Clamp.
S/N 060126A
(2) Komatsu Mod. FG15, 3000 Lb. L.P.G. Forklifts.
S/N 362965A
SIN N/A
Power Boss L.P.G. Sweeper.
S/N 651763A
(9) Raymond Elea. Pallet Jacks.
(2002) Orion Mod. 1-77/14AS, Auto. Pallet Wrapper.
SIN 2002-0412299
Maintenance Department
Misc. Shop & Office Equipment
Addendum to Standard Offer, Agreement
And Escrow Instructions for Purchase of Real Estate
Buyer: City of Vernon
Seller: Standard Paper Box Corp.
Premises: 2301 East Vernon Avenue, Vernon, California
Dated: April 26, 2004
In the event of a conflict between the terms of the Standard Offer, Agreement and Escrow
Instructions and this Addendum, the terms of this Addendum shall control. Any initially
capitalized term used in this Addendum that is not defined herein shall have the meaning
ascribed to such tern in the Standard Offer, Agreement and Escrow Instructions.
26.1 Condition of Premises: Controlling over any contrary provision in the Agreement or in
any subsequent disclosure documents, Buyer acknowledges and agrees that Buyer is
purchasing the Property "as is" and in its present condition, and that Seller makes no
warranties or representations regarding the condition of the Property or its suitability for
Buyer's intended use, except for those warranties and representations of Seller that are
specifically set forth in Paragraph 12.1 of the Agreement. Paragraph 12.1 of the
Agreement is hereby amended to provide that Seller's warranties and representations shall
survive the Closing, but only as to claims of which Buyer notifies Seller in writing within
one (1) year after Closing, and not otherwise.
26.2 Reports: Subject to the provisions of Paragraph 12.4 and the other applicable provisions
of the Agreement, Seller shall deliver to Buyer copies of all analyses, tests, reports, or
studies Seller has in its possession relating to the condition of the Property within five (5)
days of opening escrow. The items to be delivered are listed on Schedule I attached to
this Addendum, and include all of Seller's soils and geological reports and all of Seller's
environmental reports covering the Property. At Buyer's request, Seller shall reasonably
cooperate with Buyer (at no cost or expense to Seller) in requesting the preparers of any
such reports to issue a "reliance letter" in favor of Buyer so that Buyer will be entitled to
rely upon such reports. Notwithstanding the foregoing, Seller shall have no obligation to
deliver to Buyer any appraisals of the Property or any broker's opinions of value with
respect to the Property or any other proprietary, privileged or confidential information of
Seller relating to the Property, including, but not limited to, Seller's internal financial
analyses, Seller's credit analyses and business plans, materials relating to Seller's cost to
acquire the Property and any other documents or communications subject to the attorney -
client privilege (all of which are referred to as the "Excluded Items").
26.3 Agency: The Seller is represented by Lee & Associates -Commerce, Inc. and the Buyer is
represented by McKinney Travers.
26.4 No Broker Representation or Warranties: Seller and Buyer acknowledge that Broker
has made no representations or warranties regarding the physical condition of the
Premises, or its suitability for Buyer's intended use, and that neither party has made any
representations or warranties to the other (except as expressly set forth in this proposal)
and that Seller and Buyer are relying upon their own independent investigations in
making or accepting this offer. No representations or recommendations are made by
Broker as to the legal sufficiency, legal effect, or tax consequences of this proposal or the
transaction to which it relates. The parties are urged to seek advice of counsel as to the
legal and tax consequences of this transaction.
26.5 Concurrent Offers and Back -Up Offers: Buyer and Seller acknowledge and consent
that Broker may obtain and present concurrent offers to purchase or lease the Property
from one or more prospective buyers or lessees without further notice. Subject to the
rights of Buyer to purchase the Property in accordance with all of the terms and
conditions set forth in this Agreement, Buyer acknowledges and agrees that Seller retains
the right to negotiate and/or receive back-up offers to purchase or lease the Property until
such time that the Closing hereunder actually occurs or this Agreement is otherwise
terminated.
26.6 Leaseback: Upon the Closing, Standard Paper Box and/or its Successors and Assigns
shall have the right to lease the property back for up to three (3) months.
26.7 Lease Form and Timing: Buyer and Seller shall execute an AIR Single Tenant Lease
NNN, subject to such amendments as are mutually agreeable to the parties, within thirty
(30) days after the Date of Agreement (as defined in Paragraph 8.2), which Lease is to
become effective between the parties only upon the Closing hereunder. The lease rate
shall be $42,000.00 per month NNN. Seller shall provide a $42,000.00 security deposit,
and the security deposit and rent payments will be paid to Buyer out of Escrow, as
follows: (a) at the Closing, the $42,000.00 security deposit and the first month's rent
payment of $42,000.00 will be paid to Buyer by Escrow Holder; (b) on the one -month
anniversary of the Closing, the second month's rent payment of $42,000.00 will be paid
to Buyer by Escrow Holder; and (c) on the two -month anniversary of the Closing, the
third month's rent payment of $42,000.00 will be paid to Buyer by Escrow Holder. If the
Lease is terminated earlier than three (3) months after the Closing, then the pro -rated
portion of the unearned rent and the security deposit shall be returned to Seller
immediately by Buyer and/or by the Escrow Holder, as applicable. Mutual agreement on
the terms of the Lease and execution of a mutually acceptable Lease shall constitute one
of Buyer's Contingencies, and shall also constitute a condition to the obligations of Seller
hereunder. If Buyer and Seller fail to execute a mutually acceptable Lease and deposit
same into Escrow by not later than thirty (30) days following the Date of Agreement (as
defined in Paragraph 8.2), then either Buyer or Seller may terminate this Agreement and
cancel the Escrow by written notice to the other party and to Escrow Holder, in which
event this Agreement shall be terminated and the Escrow shall be cancelled in accordance
with the provisions of Paragraph 8.7.
26.8 Binding: This Agreement shall be binding on both parties only upon the mutual
execution and delivery of the Standard Offer, Agreement and Escrow Instructions and
this Addendum by both Buyer and Seller.
26.9 Purchase Price: The parties acknowledge that the Property is being sold by the Seller to
the Buyer hereunder under threat of condemnation. Notwithstanding the foregoing,
Seller acknowledges and agrees that the Purchase Price, together with the rights of Seller
and Seller's successors and assigns under the Lease described in Paragraph 26.7 above,
constitutes all of the consideration that is due to Seller for the sale of the Property, and
Seller hereby waives and relinquishes any relocation assistance and any other
consideration to which Seller may be entitled under local, state, or federal law, except as
otherwise expressly provided for in this Agreement.
26.10 Contingency Period. The time period (the "Contingency Period") for the satisfaction or
waiver of all of Buyer's contingencies, including but not limited to those described in
Paragraph 9, shall be thirty (30) days following the Date of Agreement (as defined in
Paragraph 8.2); provided, however, that notwithstanding such time period, Buyer's period
for approving any documents to be provided by Seller, Escrow Holder, the Title
Company, or any other agent of Seller shall be not less than 14 days following Buyer's
actual receipt of any of such items.
26.11 Contingencies: Buyer shall have the Contingency Period set forth in Paragraph 26.10 of
this Addendum to determine, in its sole and absolute discretion, whether it is satisfied
with all aspects of the Property and the transaction, including, without limitation, those
contingencies set forth in Paragraph 9 of the Agreement, the terms of the Lease described
in Paragraph 26.7 of this Addendum, and all other matters related to the Property, includ-
ing economic analyses, issues related to hazardous materials, condition of the Property,
its fitness for a particular use, marketability, prospects for future development, use, or
occupancy, and any other matter related to Buyer's use of the Property. Notwithstanding
anything to the contrary in Paragraph 9.3 of the Agreement, Buyer and Seller
acknowledge that Buyer may, in its sole and absolute discretion, determine, during the
Contingency Period, that there are issues related to the condition of the Property, such as
marketability or prospects for future development or existence of Hazardous Substances
on the Property, that are not subject to cure by Seller, and that Buyer may terminate this
Agreement, and obtain a full refund of its Deposit, if Buyer does not approve Buyer's
Contingencies within the Contingency Period for a reason that is not subject to cure.
AGREED AND ACCEPTED -"SELLER":
STANDARD PAPER BOX CORP.
By:
Date:
AGREED AND ACCEPTED -"BUYER":
CITY OF VERNON
By:
BRUCE V. MALKENHORST, City Administrator/
Date: (Dk1a City Clerk
APPROVED AS TOP .
ERIC T. FRES H, City Attorney
SCHEDULE 1 TO ADDENDUM
LIST OF ITEMS TO BE DELIVERED TO THE BUYER BY THE SELLER
FOR 2301 E. VERNON AVE., VERNON, CALIFORNIA
�k
Roof Certification Report (to be delivered to Buyer when Seller's roof
inspection is completed)
*
Phase I and Phase II Environmental Reports from Smith -Emery
*
2 Demolition Bids
k
Copy of Quarterly Contract with C & L Refrigeration on HVAC
k
All plans and specifications in Seller's possession relating to the
Property (Note: Seller does not have a complete set of plans - Buyer to
verify and confirm whether any plans and specifications are missing
and/or incomplete)
*
Property Tax Bill
In the event Escrow is cancelled, the above mentioned items shall be returned to Seller,
immediately.
DISCL�O$UR$ FOR PURCHASE AND SALE AGREEMENT
For A.I.R. Purchase and'Salo AW"Weeb (Whoa Pr4mrodby Lee dt Assotle, .
PaaeIIttnt 301 EAST yERNON AVFIVittr VtrtatvnN At IFORNIA (the Pr
1. LEG f L EFFECT. Upon acceptance Ora binding Purchase and Sale Agreement (the "Purchase
counteroffer thereto, Seller and Buyer both Intend m have 'a binding legal agreement for the An the Agreement"), end any.
forth therein Seller and Buyer acknowledge that Les & As purch"O of the Premises on the terms end conditions set
not qualified m practice Lac. nor authorized to give legal aooiates-Commerce, Ice`' and Les do Associates -Industry, Inc. (hereinafter "Broker's) we
nouoWrof iedr. Broker Sal advice or counsel them as to any legal matte" affecting the Purchase Agreement and any
hereby advises Seller and Buyer to 000wlt with their respexdve attorneys in connection with any questions each may have as to
legal randfus sous or effects Otthe Purchase Agreement, prior to the execution thereofi
2. FORM OF PURCHASE CONTRACT AND DEPOSIT RECEl". -The Purchase Agreement is a atsadard form
document, and Brokormakes no represeatidonr or warranties with So particular purposes. Broker his, at the direction of Huyarpnd/or Se11 respect
y " lledosry of We Purchase Agreement for either Seller's or Buyer's
correspondence of the parties. Seller and Buyer each ' wed !n the blgnics"based on prior dhscussioas and/or,
try acknowledge that the Purchase Agreement is delivered subject to the•axptess condition that
Broker has merely followed the ioatructions'of the Parties in Preparing this document, and does not assumeany responsibility.£or is accuracy.
completeness or foam. Setter and Buyer aalnawldge and trodasand that In provldLg floe Purchase Agsomont, Broker has acted to -expedite this
transaction on behalf of Sellerand/or Buyer, and has fitoMiond wiWIn the iOope of professional ethics by doing w.
3. CONCURRPIVT OFFERS. Buyer and Sailor aelmmrledp cad consent that Broker may represent concurrent
and/or compotlrg ottorors wlti regard to me puraqua or lease of the
4. NO ]iVDEPEND]iNT 11WE8'PIGATION. Sella' andro� farther notices .
statement, Irrsrtwtlo re BaY aedvotrlodga end- that any financial
R Pore. or written mateHaL of rry aetutro wlatsoera; as pr»vlded by floe parties to Brotar. and thereafter
Brokersubmitas u es. noBroker o dwer 8egar and/or Buyer, an w provided wlthort ashy Independent Investigatloa by Broke , and as such,
Broker atsumas no rgporYbWty or Ilabillty for floe rcetrrary or vafldky of rho same. Any t investlon of arch subsdtted documents
Is solely and completely the respo 'a ty or ter party tO whom weh, doenmenb haw ¢sea submitted.
S. NO WARRANTY. Sent sad Huyer'aolnowlodge and agues that ao wamotice recommendations, or represetatiom are
or will be aoade by the Broker as to the accuracy, the legal saffidency, the legal effect or tits tax consequences of any of the documents submtaed by
Broker mSellerand/or Buyer; nor of the legal suffiale-7. legal effect, or tax consequences of the transactions contemplated thereby. Furthennom,
Seller and Buyer acknowledge and agree that Broker has not made, and will not make, any ropresenations conaeming the ability of the Buyer to use
the Premises for Its intended use, nor any other »better regarding the Promises, and Buyer is relying and will rely solely on its own Investigation of the
Premises in aogptlpg and parforming'undei the Purchase AgromaaL
6. NOTICE REGARDING HA7.ARDOUS WASTES OR SUBSTANCRS AND UNDERGROUND STORAGE
TANKS. Although Broker will disclose any knowledge it"mally possesses with respect to the•existenoe of any hazardous wastes, substances, or
underground storage faults at tie Pranises, Broker has >et made (cad will tact rake) nay independent investigations or obtained reports with respect
hereto, eroept as racy M described In a ceperate written doeinhent signed by Burks All parties hereto' acknowledge and understand that, except as
tat forth In tin preceding sentence, Broker makes oo represenatloos re
undetgcontad storage •tanks at floe Pr mniiei Seger cod H 8ardkut8 the axlothas e c mmum od that
th y should wastes, contact
teacos, or
uyer aclmowhedge that 13roker has recomrbendod that they almuld each contact a
profeesionel, such as a civil engineer,geologist, hoduatthal Itygienist or other mvironmenteL'consultants for advice concerning the Promises.
7. DISCLOSURE RESPECT7NCi AMERiCANB WPtH DISABILITIES ACT. 7be UnitedStates Congress has enacted
the Amaicw wWh DLabiUUes Act. Among oHtai things, this net Is intended m make mwy business establislunenb equally accessible to persons
witih a variety of dtsabillties, sod modiflcetions tO real pra�aly tray the required State and total laws alsmay
ay mandate changes. Broker Is not
gtrslified m advise any party as to what, !f easy. changes racy be raptird now or In the !have. The undersigned acknowledge that Broker has
rocommeoded that they consult with,att and gttatidd design profesalenaka for intbrmadon reSWL8 this matter.
8. CORPORATE SIGNNATAT URES. Attliough there to a presumption tender Calitbmla law that the signature of a corporate
president is adequate to bind the corporation, a California Court ofAppeahs In a 1998,caes allowed a party to rebut the normal presumption
7bacfbm, ifaither of the parties to the Purchase Agreement is a corporation, It L advisable: (1) that the Purchase Agreement be signed by sera • .
Officers of the corporation, e.g., the president or vice president and the secretary or chief financial officer (note: one individual sighting in both the
capacity ofpresident and -as secretary may not be antficient). and/or (II) that the corporation provide a duly executed corporate resolution authorizing
the tranaaotfon and the execution by the signing party.
9. USE AND OCCUPANCY DISCLOSURE: Broker recommends Hat prior to the removal of the contingencies in the
Purchase Agreement that Buyer hire a qualified architect, attorney and/or other eooiuitent to confirm with the appropriate oily and/or county agencies
that the use lad the zoning of the Premises are acceptable for Buyer's or its Iess $ Intended use of the Promises and the Buyer or Its lessee will be
able to obtain all permits and licenses for Buyer's or Its lesess's installation atis anticipated equipment and improvements to the Premises. On
w ocioa the Prembes may be mooed appropriately for a use, but the Certificate of Oxuponey issued by the appropriate governmental agency may
prohibit the ems use for the Premises. -
10. SEISMIC REINFORCEMENT DISCLOSURE. Some cities and counties have established or may be establishing minimum c
standards for ahuch"I seismic resbtaace for certain buildings coastntcted prior to 1933. 1976 and possibly other dates. Some structures will be
required to Comply with various standards sot forth by the apptapdats govemmeaai agencle's. Broker Is not qualified to adVhse you as t what, if
any, changes may be requuod now or In the Arturo. The undersigned acknowledge that Broker has recoptmeadd that they coasuhlt a qualified
all6raey or other m consultant for in/brsttan regarding this matte
I.I. PHYSICAL CHARACTERISTICS OF THE PREMISES. Broker recommends that Buyer hire a gtaltfted consultant or
contractor to ocntitm that the.eleatrical power servicing the Improvements on the prgperty are that In the same as advertised, and that other utilities
such as natural gas, water and the sewer lines we adagoaa to accommodate Buyer's Intended use. Broker Radler recommands that Buyer hire a
qualified oonsultaot or coubacioe to verify that the advardsed characteristics of the improvements on the property are that In the setae as advertised
and that they are adequate to accommodate Buyer's Intended use.
12. DISCLOSURE REGARDING CITY ORDINANCES. Some cities have enacted ordinances which provide, among other
matters. for car and truck parking restrictions and regulations, truck loading area requirement, and maximum
particular use. Additionally some cities have Imposed special taxes, such as the of Vernon fok warehouse building
IdLg sizes that ceu be utilized for a
restrictions and/or regulations we varied, from city m city and they are y oh, partial viseho u uses. Allof those
Prorate" (and/or any rotated property) or the d use thereof constantly t h se, or . Broker b not qualified m advise you whites( the y
Proper, complies with flaw, or any other ordinances, or whether the Promises (and/ormy
related property) might is the future violate these, of any other ordinance, nor is Broker qualified to advise you as to the impect thereof. Brok=e}{'�
recommends that each party carefully review all applicable codes, regulations and ordinances affecting the Premises, and consult with their alum.noys,
consultants. engineers and contractors to determine whetbw the Premises (and/or any related property), and the proposed use, is and In the future will
be In compliance with asme. 4.
13. ASSIGNMENT OF BUYER. In the event of any assigsmsat by Buyer of its rights to purchase this property, Buyer
sclmewledges and agrees that it will take fWl responsibility to deliver all due diligence Information, Including the Property Information Shoet,dall
areobmenb including those listed above and all other due dIllgenee'informatiou to Its Assignee and Buyer's acknowldga out; ofreocipt ofeeld
materLl shall be binding on its Assignee. .
DKUI.D V. rL&L,&ZWnVAb.L_9,k"Vy AUU,.LI115t.La LOL"
APPROVTO City Clerk
ERIC TT FRESCH, City At orney
1=111111 AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAUCOMMERCIAL SINGLE -TENANT LEASE -- NET
(DO NOT USE THIS FORM FOR MULTI -TENANT BUILDINGS)
1. goals Provisions ('Basic Provisions'). I
1.1 Pallo: This Lease(•Loaw). dated for reference purposes only June 14, 2004
Is made by and bstween City of Vernon
(-LaseoY)
end Standard Paper Box Corp a California C.moration
('Lassa•),
(cdlauMvey Me'Psdlee; or Whidualtya"Perry').
1.2 Premises: That arlain real properly. Yldudap al Improvements Marais , b be Provided by Lessor, under Me canna of Ma Laaae.
and Commonly known as 2301 Bast Vernon, Vemon
bated h the County of Los Angeles , Slats of California
and ganerWy deagibed as (describe brMy Me nahtre of do property and, a appt odes. Me "Project•, Of the property as bcetad wiNn a Project)
approximate 113,767 square feet on 6.04 acres of land
(Rramises•). (Saoabo Papso lr2)
1.3 Taroc---------- yearsardthme (3) monts(•OdginM Teri mmrndng August 3, 2004
('CommsncarrMnl Dalso)"artlbg November 2, 2004 _ CUPlnauon Datau). (Seaalso Paragraph3)
1.4 Early Possession: N/A ('Eody Possession Data•).
(Sea Mao Paragraphs 3.2 and 33)
1.5 Base Rant: $42, 000. 00 per month ("Base Rant'), Payable on gars third Ord) day of
eadl month commencing August 3, 2004
. (See also Paragraph 4)
❑ If Me box is chadl ad. More are provisions in this Lease for Me Base RON to be adjusted.
1.0 Be.. Rent and Other Monies Paid Upon EaecuUon:
(a) Base Rent:$42, 000. 00 for Me Period August 3, 2004 - September 2, 2004
(b)
(c)
(it)
5.cudry Depasib $42, 000. 00 ('Sasudry DePIO IY). (See ado Paragraph 5)
Association Fees: IIN/A for Me period
OMar. SN/A for
(a) Total Do. Upert ExecuRon of MI. bias: 584, 000. 00
1.7 Agreed Use: manufacturing of packaging products and related use
. (Sec also Paragraph B)
1.8 1..uring Party:....... the "IOnuhaa Parse unless ishanaimm sodas Isaias WA
1.9 Real Estate Broken: {Seeak - ... graph 15) N/A
.. PwaantaNOnrTheJesewbg.r - aletienahgw+Tat I1J* 6 lan... ww(Aad eppNeaElo-
(WPaymeM-to-BrsMa u-Uaeoeaesut oJgaBrekesldeJesagraeuo-
asRantl
ed -.. 1. --rakers-
1.10 Guarantor. The Oil gaesr N/A
(-Guanntof). (See Shia Paragraph 37)
1.11 ANeehments. Attached hereto are the cloning, ell of ~ eenaMuta a pad of Ibis Lease:
® an Addendum consiatiag of Paragraphs 50.1 dough 50.12
❑ a plot plan depicting Me Promisee:
❑ a anent rat of Me Rules and Regulations;
❑ a Work Lobar;
O other (specify):
2. Premises.
2.1 Letting, Lessor hereby leases to Lessee, and Leases hereby lease. from Lessor, the Premises, for the term, at the rental, and
upon all of the mane, covenants and conditions set forth in this Lease. Unless oberwlse Provided herein, any statement of sue sat IOM in this Lease.
—111— PAGE 1 OF 17
INITIALS INITIALS
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-741101E
� > � r
s•
or that may have been osed M calculating Rent, is an a,proximafion which the Par0es agree is reasonable and any payments based Thereon are not
subject to revision whether or hot the actual size is mare or Il Net.: Leave Is i dvla.d to verity the actual -1- prior to executing this Lease.
2.2 Condition. Lessor shall deliver the Premises to Lessee, b(eemsManand4aeaLdebri b the Commencement Data -, Wii ady
Paeae.Rion-BaleyvI iovwer-Ii� (•Sted Data•), aad�-ee-langas+pe_regai(eg_ggpieg_sanpaole-0
arrant.+paLu(e<.istirq<kaBical� wum6irg.11(eapri(br-YeMMg-pealing-
.. ...... a- end zandnioni 11-w lama-( "JIVAC' h4mOirw-aee(
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awcLauRB<wtams<selemaWc-.naul9malfuaum. .14.4 w4hff,4Im,,prap(iay-wananly-penaa.Les.a(-ens ,
le -Rush amid r,axeapt-asellorw a-pra ldaa.M- ;,aaae-pho, ever+aeeiplpLwrivawnRheeNam-!
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el-Raap+verl.aalauewa:
1".1rjeA la-Paagraph-fa( Evowhblanaomregoved-ae->(
Premice.-bY-Leeaea-ag-oomPa(ed+v4h-mm4 4znaa1.4 ...... IwJallysecpensiByJorlphpy�
CAP ital-ExPeRd lum Imoo Fe9-6uring-Ue-Ias1.2 yea(�Ipa.so.IJhen»LPvogedsg. moPlpi.RPse-Rein-LeaaeP-maY inaleaa-lermirtate-
thieleaseunlesalsas.rnalifiec-Lasseetin+uAUngyvlNln10-days-agerae"110 et4Lazbm'a-tenaMRtien nolice4mI4LLmam pas-eleeted4"ai the-
iileffil-bhmarI meii, us' —I Msomfe amour,�ai, Ran,IfocaeeelP41 Izvimdaq;-Leaaaeapayanaaduabzfy�
h- " R - BL -Rd'UFOand6eYveFb-l�IiaoepBfAlyMgaJermMaliaftidate-.alJeagt gg-do, 6
W.naneF Rush won irtelieM-tlNe-shalr�,,,,�an-j, wI aaY+pal-Leaeea-could-I,Pm, bNize ,oramieea-wilpout-
--Pvar-hourfi---A,Qim�P flu ,
(B)-N-6 R pulal-ExputkNbn+.-nollhereablFONAaspeci(q-and1-.zv aaaLnt -Pozhu ecby Le tguy_
mendala i iitrywaedirreetlens), less«and-LesseaspenaNeaata+ne-eWigat�spureueM Jane-pravi�lF
z-4d)rW�MpeHl such-CaPila4EaperMilukMgtpaJR.42Yaa(sot-Ipie-Leasaar-t1 eseer-reasenaBlydak(mines-thatitis-
A.F.aenemie)auYih-F-
aw... IAReaeew(RR 064o(.Mwpt'
pd
,-In Waarl, li RpN-wni41 !f L 4he-0alanoeoHh�
s,Leeaae_epauJ(a,.-Vb. ngptJo-
teonMale+pi 1 A sm-opaR40 naysw(inervrwtice+oieas i,
(a)�leNrWpslanaMg-g�ebov�.e�endng-Gepilel-ExparklWrao-ere-inleanly�e-norweluMar�
equwemoo ta. h.-C.,i l-ExPaadilu(ea-.ram Raft
Mangatinuae.-cAangaM.Mten611y-eFuRp-af, madi(wal�}ggn Y-6Bd6B_ag�
sbangeduce-eriMeAlY-Rl«se-sad/er-b'ske-cualFol
..M*o pital-Expendiluh lnagwna.
Mzvvledge ars-le cali.fyaeegwiWtespeol+
Ibe-.erkilkn-el 1pe-wemiaec-IMGud nip but- no' -Iimiled-�pe-elaGdsal-llyq la{�ape.ta�and-
sempliarwawigMpplicaBleAequinmenta-eadlpe-Amarloene-wilMDisebiGpao-Aat}and-their.nilaBilityJes}a.seeiJnlarkeduse,_(bFLea.ee+(as made-
MrenG-IBsuch in
orPHpaaamgnylo bola-aw(pazya�
la:ae.breken-have meae-anyoral-at Ain.-reD(eaentabonaorwananika-vrNweRPea4Aa-sod-
mat�+aqh-M-WieLeaRa-lnadaxionletteras! mt-wledges Inal-(ilJlrekar mvaardh.4., .....
.an.e((Angle¢aeesabiluY+.Nare(-+pe-Leace-or writaBJUY+,'a py-Me-p(emicea. .. ir.,_ ruti
�mbiglYaf-MLBroBasedJeaems_
..3 IAeeee-as-Pit" a..egDa.apen eu-il lmmPdiately-
Hha-awneroe '(......sk4 wnYee.esaarYaawa.fva-
worx
a Term.
11 Term. The Commencement Dole. Expiration Date and Original Term of this Lease an as specified in Paragraph 1.a.
12 Eady Possession. II Lessee folally or penally occupies the Premises prior to the Commencement Data. the obllyadon M Day
Base Rent shall be abated for the period of such early poaeession. All other terms of this Lease (including but not limited to the obligations to pay Real
PAGE 2 OF 17
INITIALS
INRNL
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STWTJ101E
PWPeM Taxes end insurance premiums and to maintain Me Premises) shall, however, be in effect during such period. Any such ear m...am
shall mt affect Me Expiration Data
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises la
Lessee by Me Commencement Dole. If, despite said efforts. Lessor is unable to deliver possession by such date, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall mi. however, be obtained to pay Rent or perform its other
oblgalioru unR Lessor dealers Pcoomem of the Promises and any pound of rand abatement that Lessee wove alherwise have enjoyed three run hen
Ohs date of deWery Of possession and continue for a period equal to what Lessee wore otherwise have enjoyed under Me terms hereof, but minus my
days of delay caused by the ace or mussione of Lessee. 11 possession is rod delivered within 60 days after Ma Commencement Date, Leases may, at
Its option, by nogca in writing within ID days after the and of such 60 day period cancel this Lease, in which event the Parties shell be discharged from
all obligations hereunder, If such writen notice Is not received by Lessor withip said 10 day period. Lessee's fight to cancel shell terminate. If
mssessim of the Promisee Is not delivered within 120 days after the Cemmencemanl Date, Mla Lease shell terminate unless other agreements are
reached between Lessor and Lessee. in writing.
3.4 Lessss Compliance. Lessor shelf mt be required W def pcawasion of the Premises to Lessee until Lessee compass with its
oblgaimm W provide evidence Of idsureae (Paragraph 8.5). Pending doWary of such evidence, Lessee shall on, requeed to Worm all of Ih
obligations under this Lease from and after the Stan Date, inoluding the payment of Reno notwithstanding Lessor's electm to wllhhoe possession
pending receipt of such evidence of insurance. Fuller, If Lessee is required to perform any other conditions prior W or concurrent with the Stan Date.
Me SW Date shall Occur but Lessor may elect W withhold possession until such cmddluos are mired.
4. Rent
4.1. Rent Wood. As monetary obligations, of Lessee to Lessor under the Leos of this Lease (except for the Sawrity Dement) are
deemed to be rent (-Rant-).
4.2 Payment Lessee shall cause payment of Rend to W received by lessor m awl money of the United Slates On or before the day
on which it Is due, without offset or deduction (except as apacificelly permitted In this Lease). Rent for any period during the term hereof which is for
less than one full calendar month shall be prorated based open Me actual number of days of said month. Payment of Rent shell be made W Lessor at
0 add... stated herein or to such other persons of place as Lessor may from lims to time designate in wiilirg. Acceptance Of a payment which is
lass Wan the amount then due Mall mi W a waiver of Lasso's rights W the balarce of such Rent, rega Bless of Lessor's endorsement of any check so
staling. In the event that any check, dreff, or other insVumant of payment given by Lessee W Lessor is dishonored for any reason. Lome agrees to
My to Lessor Me sum of $25 M addition to any Late Charge end Lessor, at its opi may recuire all future payments to be made by Lessee W be by
cashier's check. Payments will be applied firs) to accrued late charges and eltorney's fees, second to accrued interest, than W Baia Rent and
Operating Expense Increase, and any remaining amount In any other outstanding charges or costs.
4.3 Association Fees. In -add' y.to_Leaser-each+an an-amaun4musLla-eny-ssvm/s
vladerasseseedapa'
BeeaRoM: N/A
5. Security Deposit Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance
of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease. Lessor may use, apply or retain all or any portion
of said Security Deposit for the payment of any amount due Lessor or W reimburse or compensate Lessor for any luNfily, expense, Iota or damage
which Lessor may suffer or Incur by reason thereof. If Leaser uses or applies all or any Forum of the Security Deposit, Lessee shall within 10 days
after written request therefor deposit mocss with Lessor sufficient to restore said Security Deposit W the lull amount mound by this Loan. If the Base
Rant Increases Mona the tamp of this Leese, Lessee shall, upon written mused from Lessor, deposit additional moneys with Lessor so Mal Me total
amount of Me Security Deposit shall at all times bear the isms ornmdion to the increased Base Rent as ill initial Sewdly Deposit bare W the initial
Base Rant. Shoue Me Agreed Use be amended to accnmmgdads a material charge In Me business of Lessee or to accommodate is auWassm or
assignee, Lessor shall have Me right to imrease the Security Damsil to Me extend necessary, in Lessors reasmoble judgment, to account for any
Increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such
change the financial condition of Lessee is, in Lassoes reammble judgment, significantly reduced, Lessee shall deposit such additional monies with
Lessor as shell be sufficient W cause the Security Deposit to be at a commercially reasonable level based on such change N financial condition.
Lessor shall not be required W keep Me SewMy Deposit eeperate from its general accounts. Withbh 14 days after the expiration Or lermineden of this
Lease, if Lessor elacts to apply the Socially Damsil oruy W unpaid Rent, and otherwise within 30 days after the Premises ban bean vacated mrsuant
W Paragraph 7.4(c) below. Lessor shall return that Foram of Me Security Deposit mt used or applied by Leases. No pad of Me Security Deposit shall
be considered to be hold In trust, W bear interest or to be prepayment for any monies to be paid by Lessee under this Leam.
6 Usti.
6.1 Use. Losses shall use and Occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable
thereto, and for no Other purpose. Lessee shell and use or Permit Ow use of the Promisee in a manner that Is unlawful. creates damage, wasto or a
existence, or and tlkWrM occupants of co causes damage W neghbwing premises or properties. Lassa shall not unseasonably withhold or delay its
consent to any writen request for a mndificeton of Me Agreed Use, as long as Me some will not knpaV Me structural inlegMy of the improvements m
the Premises or Me mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor electsto wlMhold
consent, Lessor shell within 2 days after such request give written notification of some. which notice shell Induce an explanation of Lassoes objections
W ft change in the Agreed Use,
62 Hazardous Substances. 5ee Addendum.
(a)-Rapxvusbl Uaae-Requira-Cen
x War— or all't her-maladak-
ii)reguHta�
armen '.red by my go orwmMal aulpaily.or-tiff)0'"Sf Faalenlial-Yabig.>ma aernmaMal.ag
atalul..... Mmry—He' daue-SubslmmazhGLno,-andlaFgadaag.aFany—
—�✓_ PAGE 3 OF 12
INITIALS
IN
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7J 01E
go A
rwazaraeugbepPlanaeo-wilheul-Ihe-ea'..w Y-Go ,,nd,4.beawaye-ea9ensaHYNM1-aY-APPIIca41a-
part maims partatile-Use"-cpall-mpan{i ar-9elew-Ns«m9-e+arageaank-(«}Ma-ganeragaw�awwsien,-
a-Mg., uaa-MansPenel�eFaNaa MIoner-
N"Nnee6Plan+%roWirad+abeftla9-xpenY9oYemmenWauNwlil azargeusSuBelenw-wAprasPest_
uves-1 epan'.�
Ne1wiMHan&ngapo-larogair -Lessee-ma k+eaeo^aWY-Nall-Nsd�"d P Via e-.-' source-eI a-
ABrand I a.; oldir,P onoe-cupPlieajoaplar honer,Jpuid-BaPer-gWs-ak}an4sem,nenJ�euaeheld-Neanillg+aeler�dur�.use-isin-
rates'ones wllP .4 AI heable-Reyuk°merN�ay/�wBeeelPe-Premioeaer-naWhBorrvF9rePeHY'lo-anY-n�eanir�glu�
nsLetaenlamkageneraamage-eadapaee-Lessor-1yJhar ,
r... .. 9 ... h 'ad
dimaga-6wilis. .Nan, �jagiMlY�nelud'wg�W-aeFMmda6.1e-1haJnslaNallan Nir, mine, le/r-eL6alerMa�er-brwralloeyer-
Prelecli�-mww(�a10-an4aaealeals}andler-irwrepswtplha-SoaunFyUepoeN-
10f Duty-le-lnbm'6 eaeor,--N-Lessee-krrewa-o•-hasae emmhbaewe-ad h-' -w-lhalgMazardwe-SUBGenea-pap-epma{oke-
Ieep Aar wabobHpaPlemlwa; dM1eHpan-oc 6revleuplY oonsonkd4d-b,-L ceiJmmedialNY9We-wnl1�re,
1p-Lesaar�d^6-prima-oopYaFanY+eP011:dallae�Haim-el-el - pearea ansaeLwsP-Xazeldme,
Subslans>
(a}lepeee-Remediellon. lea
-b- I In- Fri. dind -9Jprough-lpe-1lum0i119-.1 ..Nag-wwpr-5yplem}anO�pWyI�•p-pagpllse�amBlY,wNp all-APW yI�
Roeniv meMpeadlakeaNinYectgatoq-entllar re�wamlaply'raoemrpeade4avpeMel er-net-(ennaNydldar�pr-IpaHeanul�
lane pprl;aaJp&-wa¢cauaab¢,_,,,alo,;iuy—
aeMdpWedJeay-LASeSe. OF 9ertalningJo or-mroIving-anyJlazardouµ5 I slanpe-4roughl td-flrc PF mise"urng the term At-Ihlaleaw�yorJer—
Lekeereaany+p«d-easy—
(6}taaaee-IndemnlDoalion. -La�M . wce�
N-anr: harml... rem-and-agansl-any-and eu-la m-aama®es; +iepllllles. ludo nd-etwmeys=an6-
�ea-ariairwmus� er-inYelYing-anyJlezardeuas«oaa -wM-(weYiAed-
Ilmveve1. 1h p°p°eo-a ran-paYe 4ia§Wt"Fin 'ses-
Sam- jao. F aused-en-so Inbn,
cenla•nno l-me Yoatgaldylpn.
Yo-lpe-aa iorh-aenullallon-ar-rale>wagreemenF
anMledJnte-6Ylasaw-anE-Lessee-apeNaeleaaalasseeasamJtasWigallonsuwdar-tplal.eaw-YM1tp-reapw4.lo Naaardeus-SubetanwarunksF
ewolgwllYdaegrwd-0ylasaol inwF111ng-at 1pHlme-aHucpagrasmenl�
(e)-LasaeNndemnNloaliom—Lacear-and-iis-euoeewowand_ecal®ng Uroy_ndemNis,-deland, rem,,vd_am,_Sgyessea; ,
w•Plelanv 6-Iendw , harmlewTre-dgansFany -and -ell env' emeAiatbn wWtfmm_
Hazardees "Stan.-wh an-isteda 1pe Aremisas-erien Ie-lawea'pessuBarlsYer-wgiaparewuae9-hivi groee nagligdreda wtllelmiseanovc-
al+apwr,i1. gP 11A 01emplaYea��-epieraoarealimwapara-cope•.rdpl;6aaaaaaeiremama.apaPjamaedYaHae-
seen d ppamminoYie, aemetluNan. ae.10refenmin-F hal�w-lpp. eapllalieneclxmnagandlglo-lpas�
(� Invealigatiene-and-3lamedH rearedylien-
meaHxea+seabed-by-gevernnmMal-eMdtas-M1eving-jwKdtaNemwauaaeppeat_la_Ipa_payler�el_HeaardguaSupsla�
L Tien-maa uwjncWdin}Alleralrenc-w9epgedirvparagrepp-Z,d(ar
m M44..espensipb NY-inanYauop-aeliYdiee-eHpeaegues!-
ageM6lBAwa+eaaenap edepea6le-lM Aramipep.M ieaaenaOlp Jmea, Helder- Ig-aiisn "I I-sa(a--
nYasGgalwe-inda emedia�pspereArldietr
(g}Lesaor-TarminaNanDPtlen•�a:deue-Subslenoa6exdiNen-(�(p�}�Terin.aFlpis{aas�
wNecc-tessapJHogollY+wPonsiplallloralar-(in.whisq-Dose-Lessee-epaNnveHpalien-and-mnwd'ul
RpVuiremanl>eM-tdie-Leaeeshall aentinuah-1WHerae-endageol-Ou4eupleaaso-Loasos's+iBptb-under-Paai roBp-S i4yend-14ms rapM1 Leasm-
maf#lecceCs ePNen.-eilper{i)inveNypleaad-aemedia4-p1M'A-Jlaza
Vhile t I�
NmepNtaMenamMplr 9aae-R save than F H. astbir-�
Iarlw6eadiNen-el-Lessofa6aGraJe-terminate IN laace as el Jhe r i ,data-IeNewi itIpa-dpte#wh-
net lAR, InaheaYeM-Lesees-eleata-leyWe a-tilminatimfnogw easae axeytiYNpin-iB-0aYs-IpaleeNpr,-glYeavdllanamlioe-to�Eaeaer-oV"ane's-
oalmmlmap4 eea1dl1halamadl-1 on wWl MizedeupSub[la.oa6eadsdndmeuW-e91IBFlai2Jlmeo-Ng-
prpra6 gleeler—Les I hitY- Pre wdakesaer-wilp-stiglunda- j
t h h," p-irvlWHer
es-aeena _ N
IpareoLwNpiwlp>tMnagmvided, Ibis-Leawspa4JBlmineleasq Me6aleapesiGedLpacofadoliw-efla�inalgn-
62 Laweee-Cemglianae-eillM1-ApPI1pa6N-peNulramanla.--Eapopt-as-elparwise-previdedJn-IIda Lea,, LepseeabaN,a4leissess
sWe n-eenw- Uhl y-diNgaWly'and-In-a-NnlelY-•na�+Yitk-iNAPip, isa ppYsapie-fne-
431 FIRRA Olden Nine OF FAR laid he FAAAWWW'Sirilleiv ifa-spnaaNaMsivM1i A al irlaia-anYmemrerio-Ne-suptr
haFF adnA ye-
aNeewsagi-el1.waeFawril .
AdU piD edingay-upowredetpl_rlaldY1-easar-ln-'uri1ing-(wiWaepiee'dl-an�
dFaGual Gamno! iGo, ailallmk-wamig, semelamt OF me ON Paris Sing1odr-nveW"41h, aiWreoFLescee el-Iha-
Premices-lo-semplywilhanyAPp0sab1eAe0uk men1,
Ra Inspection; Compliance.
a Lessor and Lessor's "Lander" (as defined in Paragraph 30) and consultants shall have the right W
PAGE a OF 1711
NITIALS
INITIAL
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-14101E
enter into Premises al any time, In the case of an amergerxy, and otherwise at reasonable times after reasonable notice, for Me purpose of Inspecting
the condition of the Premises and for Verifying compliance by Lemur with this Leas.. The coal al any such Inspectors shop be pail by Lessor .
then (u-GBr dtien-Jn-addjl' It,
malegalsa%IYda,aeheeta (MSD6l'�Wp YaeHbre<aipt-afa-wniteare0uaa11hereler-
7. 111... no.; Repairs, Utility Installation.; Trade Flat.... and Alterations. See Addendum.
(e}InGaneralrSubjasl{e-Ipe-ppYpiepe.µpargprepp.? (G�dilgn)-I,S{CemPka^ae)._&4j6 esae'sGeiaBlianaerJlhAPPlieabla-
PKI mawnb):-l+d'(L68seF'e-961ge1iw16}${Demape-w-Bea4YGien}-arid'-1<-(CYndemrtabBn. Ire-
Wmkai.B y sjW
h Aw zreBuxuWteWire:er.the meenbalrepainaFlPseam.....aaan.61Y
I Millar .1 a. U+e-eeebfaFWrAt repairaascwa9a-e+.eUBq{}gaaeea.0 s1Me-ape-e(wep-pegian-al yusprgnwa.$)-
NwWAinp-0YlneFJwiled to, lleauipmenlbrJa.ililies; such -as plumbinprHVAGagnipmenl,_ele.Igeal-ppMlinpJasililie�4eikra, prea.are-uessete-lra-
t erm an-SYalemrax hoe ...... aeiliryl ayat.ms�leor%-wir�dawe.-daewr-Blal.-plaaa-
a1-11911-'la^daaaP 19,'dm way�'P®Yng-lol .
er, sendl In,
-
Pro. marm, ad noean`i.a-rarNr�yaragmeh�-t(b) 13e1ow-Lsagee's'obli9atianFeMap-ixclade-reUeraNena,-
am4ha44-w ec.anm-ap imPre mwwx-grer.on-erapaq a-ef-
m-sL iekease; keepMaeateriprp
ne0 BI-elhea�liee-elaegpar
le Wr-
re painprq pf ipebYilANg:
CanUaale.--LB66eesM.0.a1-L�ceee'6 sale-BxPenae-preauw-en¢maiat �n-
ph-aerilraGew-apacialiairly.a^ �
idled-eMM1e-Pre ' --��_
Im,Iwdmp4aealarmawje.emeked ia-kaair YLMy-leed ItY
L�maMgein-enY .
........ ppx�,haeosti
Ilher6ef.
IN Failure ..... inala sea' ho-
Pwwtillen-aegce-le-Lessee-� .
pYNM-Premi:%-irvgaod-order-condition-ar�4r
-1 It a weA
tdl-R.,Imh enI.-Subject , I -, eeiada., A-;i
YI-pebiin 1-11irp-kiin L asae's1
De -
Few too W.1 Win NaSOS! wldeRi '
meant has li, limew., hot pan in. plant
t.agual-ta M4yo-ka.igm-prenumeulereliMiehi�
Ile#MeceG-Permonlls).--lessee-ahaY elilp lnoo anJp..ua.marliaeggalaawaFa-role-wois-
.or. 9aY-d.eaNpatianet-enytanr
T-g 1 09gpatNas _
14(Card a leiMunded Who-Pagie.her .
orIn.eguipmamJMereia; all-al-whlchebllpalionsare inleadmid , be-IhaFefipe-Lessee- IHHMetiMer�pexaLlhe-Pagi.sJMaH b-leas-p MisLease-
hePeglsaUe�repaireH
e h 4oeneWn.n phoho k ffiw�
73 Utility Installations; Trade Fixtures; Alterations.
(a) Defloltions. The Is='UUllty Installations' refers to all floor and window coverings, for andla vacuum fines, power panels,
alacLical distribution, saoudly and fire protection systems, communication cabling, lighlg fixtures. HVAC equipment, plumbing, and fencing M or on
the Premises. The term 'Trade Fixtures' shall mean Lem00's machinery and equipment that can be removed without doing material damage to Me
Premises. The term 'Alterations' shall ..an any modification of Me improvements, other Men Utility Installations or Trade Futures, whether by
addition or deletion. 'Lessee Owned Alterations and/or Utility Installations' are defined as Alterations induce Wiy Imstalletdns made by Lessee
that are not yet awned by Lessor pursuant to Paragraph 7.4(a).
(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessors prior written comment.
Lessee may, however. make can-sbuclural Utility Installations to to Interior of Me Premises (excluding Me root) without such consent but upon notice
to Lessor, as log as they are not visible from the outside, dr. not involve puncturing, redrating W removing Me roof or any exisgep wells, will not affect
the electrical, pWmbkg, HVAC, andfor kid safety systems, and the amu4Uve cost Memo( during this Lame as extended does rot exceed a sum orlual
to 3 munth's Base Rant in Me aggregate or a sum equal W one month's Base Rent in any one year. Notwithstanding the foregoing. Lessee shall not
make or permit any roof penetrations anchor install anything on the roof without Me prim written approval of Lessor. Lessor may, as a precondition to
grating such approval, require Lease. W ul f e a contractor chosen andlor approved by Lessor. My Alterations or Utility Installations that Lessee
shoal desire t0 make end which require the consent of the Lessor shall be presented W Lessor W written form with detailed plans. Consent shall be
deemed conditioned upon Lessee'.: (i) acquiring all applicable governmental Permit, (d) fumlehirg Lessor wish copies of WM Me permits ale Me
Plains and speci cations prior to commerlrerowl of the work, end (III) compliance with all conditions of said permits and other Applicable Requirement.
In a prompt and expeditious manner. My Alterations or Utility Installations shall be performed W a workmanlike manner with good and sufficient
material. Lessee shall promptly upon completion Wmish Lessor with as -built plans and specifications. For work which coats an amount M mum of
PAGE a OF IT 14
WITIALB INITIALS
C2Nl •AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7d101E
one monM's Base Rent, Lessor mey condition its consent upon L..... providing a lien and completion bond in an amount equal M 150% of the
estimatad cost of such Alta..tio. or U011y, Installation adror upon Lessee's posting an additional Security Deposit with Lessor.
(c) Lien.; Bond.. Lessee ehalf Pay, when due, all claims for labor or materials furnished or alleged to have been furnished W or
fa Lessee at or for use on Me Promisee, which claims are or may be secured by any mechanic's or materulmen's Ilan against Me Premises or any
interest thereto, Leese. shall give Lessor not less than 10 days notice prior to Me commencement of any work in, on or about the Premises, and
Lessor shall have the light to post ro0pes of non-reaponsibllity. If Lessee area contest he validity of any such lion, claim or demand, than Louse
Mall, at its sole expense defend and protect Its.B. Lessor and the Premises against Me same and shall pay and satisfy any such adverse judgment Mat
may he rendered (hereon before Me enforeament thereof. If Lessor shall require. Lessee shall Winter a swity bond in an amount equal to 150%of the
amount of such confuted lien, dalm or demand, indemnifying Lessor against liability for Me same. If Lessor elects to padicleahe in any such saw.
Louse shall pay Lasso's attorneys' fen and costs.
T.4 Geminhlp; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Uglily
Installations made by Lessee shall be Me property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the
owner or all or any specified pad of Me Leases Owned Allusions and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all
Lessee Comed Alterations and Utility Installations shall, at the expiration or lamination of his Lease, become Me property of Leaser and be
surrendered by Leuea with Me Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier Man 80 ad not Star Men 20 days poor to the end of
Me term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration ar lamination of
Mb Lease. Lessor may require Ma removal at any time of all or any pad of any Louse Owned Alterations or Utility InstaWtkms made without Me
required conowl.
(c) Somehow; Restoration. Leuee Mal awende, the Promisee by the Expiration Dale or any canker termination date, with ell of
Me tmprovemenLL, Fels and surfaces BN f broom clean and free of debris, and in good operating order, condition and stale of roper, ordinary wear
and tear excepted. 'Ordinary wear and leaf shall not include any damage or deterioration Mat would have been prevented by good maintenance
Practice. NotwiMstanding Me foregoing, if this Lease is for 12 months or leas, then Lessee shall surrender Me Promisee In the same o dition as
delivered to Lessee on Me Shed Dale wilt NO allowance for odmq wear and Isar. Lessee shall repair any damage ocw4orwd by Me installation.
maintenance or removal of Trade Fixtures, Lessee owned Alere6ona andrpr Utility Installations, furnishings, and equipment as well as Me removal of
any storage lank instilled! by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the
Premises by or for Lessee, a any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the
Premises, or If applicable, the Project) even it such removal would require Lessee to Perform or pay in, work Mat exceeds statutory requirements.
Trade Fixtures shell remain Me Property of Lessee and Mall be removed by Lassie. My Personal property of Leuee not removed on or betas Me
Expiration Data or any earlier lerminalldn data shall he domed to have been abandoned by Lessee and may M disposed of or ntainetl by Lessor as
Lessor may desire. The failure by Less" to timely vacate the Premises pursuant to (his Paragraph 1.4(c) without the express written consent of Lessor
shell constitute a holdover under Me provisions of Paragraph 28 below.
8. Insurance; Indemnity. See Addendum.
8.7 PaymanL-For-In euranse-se once-under-Paragraph-B-axcap, is -no-was. µµsot_
-1 no- ex
ProofyooHhelea.e-form-acheµ'pe-prerekd-le-eorr�oae-Iorm-P.Ymanl mAebY-Leaeee 1�
PtreLoinvoise-
B.2 Uablllg4nsuranoe.
(a) C2. Mad -by-LuMM,- bemmeretaLGaora12id4iN1
a�eceheagsW#MBavneuPip�
asoreecnpaoy-0Finainlen"a�eL IM1eI§emisas-arx¢all anus-appodeganlµperelo.--SasbJnaWanse-snalLbear�anassunenea-baaiseravgirpairgle-
nik,-0B&BBB-peFeae a-with-an-awnaeLaBgrepele#r bo�han;2WB,6gg; an�Addkpn,'
Mil So 14ARIOIFN IF1 anuses -En dmonLaLlpopollulipnExpluaien-EndnraemeW�leetlema®oeaweLLly-
hut, maka-aJWe Sm-a-heslilaJae—T
O-Ab�
1-aeabµwbry-wNp-anyeinWr-iruleanaa-earl ranae-
only,
-
(b)-Grrietl-bytes WaBrapp-&2(a); ioeddµian u,,-ad-nal-irtNou or,
In- .-Il.nUBF@qWFOdtG 6e-namad86�M WedilwlBirl-
8.3 Prapegy-faeuunae-BONtlInMJmprevamewta-and-RewNVLalue�
(MBulldirr9,n inp"vemol
lase'Paya4la-ur Ls"W;r Lys
ghoul-aLBha-PrelnlsesrasJllei�Hmo1BJ11ne.fr 1)Ia-amaoMieQuired-by-eny{eder-4o41nae-eveMAKKe-111an-
vnilable-ineurdblaveluaJhenei—lL Lessor-isJ ro4ANeretiana-Wed-UIiNI�
InslaWtiaxwlradefix esesaunder-ParaBraBM1-84-ref
8vaaableaudeammeraiaNyaPpupdatayoM1-pelisyeageligasahaltioWaagaloHlMska#direst-physical4s."amage-(axeophahe perilaN fload-
andrnrA mxurako imu%4equked-9 wuwsL d-the-eni owed-etany App'i ble4l n werrembi
IIu+Ngrading� 9emelNienvecaneVoat onx-rePlase�Me-Premi.eo i r µelse_
oWainan-agrae6'valaatian- Pro riaioMnlleooLany eain�aubregassw. wd-'aukA%xffuard-prweliweaaeinBaMnareaso+nihe..
amid-propeM+ouuao anauM-by+aaater- ei-neFMSFMan-Mo-adWctatlilS-BepadmenLeFkeBecFaou�Au�hBan-
CenaWnWerer-M�WyswareaFle-wheISM- Fir mi gaA..... w uoNMeotauee,thodaOOWibleameuxlagaµruh-
eao�epd-L1;BOBpereeaxrenae;-ad-LesSaeshaµ9eHableleraueh6eduatibbameunt MJhe-event etanAnewed-Low
_ PAGE 6 OF 17
INITIALS
NINLLS
02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FURY STLFT.YOgE
(b)JSany V lu, ike�ns V
La6ce1amJany Tender.irwuringAh-... f-lu"tt ilieAal-1@0eays(,RIse erWW-
•) 2,- ee6-wWel.
adjusted -a nnuN�y�aepa6llpe-Prgealed-Renybx
an�auchle.y �eALet ee-sM1eN-0aay4yJeraeYbeauUiAla-
(a)AdjaaenN4emNes.-lfMaPren«aeapgpaq-a{a-yfgerDuiying;ar'e0a9reuBe4auiltlingsow'nod-byLeaaer-w'yed-are adlaoeW-
le- In- -Premy"; No-Lea"e-shaY-PaY-fer-e^Y-i"red �ur-4uYdygaiL6af6w�ereeee-i^.-
8.0 Leweei-PrepagyybuslnwsJnlerrupNeMnsuwnew
Fa1PreparlYOamaYe-levee-6MM4eblein-andmainla�mncu�r�secevorageaaaNel� war
�n6ld�ypea96_ild(j�vOla®e-W111Fa�BdYatIBy-BfylBLyea60e�
r�4a.u6ad-aY'Laeeee�acMolBalaaemenFaFparsona4Pr�y rBband-
LeseeaAwnB6ANereVieneawNllililY-1wlalylyw-La66aaaAa119rdviAaLwcerwilMwiNanavidensalM4sky.wanes is -in lance-
(b�-Buslnese-InlaxuPtbnr Lescae .pay -am.. an. in
enah hu
kiMe-RepresanlaWrwsAda9u+U-6avaregerLe6ser makesae-repre6anlaf
quay -
is.. arleecee6.press rens�
6 Inauranao-Aelbiaa.-Maumnae equlred-pereyshall be hyaemwniesduly4i6en.etl-eradmiU"4048nwa usine,a ibe 6la1e-
min -Mrs re sl-
pakeYng�a-meybareBuu� gylpx�g-
whicpinvdlidaleMparequiredJn6uran.ageNsies esseeiMU prior ArrlpgSygpela4eliveHelasser-fiegirwa-6epie.acPelisiesatawA.inwranceer-
uxon alas-evidewingMaeaiunu, a id-eme m
Nea.420iaysprieFlpJpaex yaF-
waHpereel,-er-Les�ysuranaeandeparga.tpeea.l.lpereeNaLesmwW�pai46e-
seven I.hyke88eBJeL
paFPadf�mBW local-BpdaAel-4e-
8.6 Waiver of Subrogagon. Without affechng any other rights or remedies, Lessee and Lessor each hereby release and relieve the
Other, and waive their arrive night to recover damages against the other, for loss of w damage to Its property arising out of a Incident to the perils
required b be Insured against herein. The effect of such mini and waivers Is rot limited by ere amount or insurance carnal or required, or by any
deductibles applicable hereto. The Parties agree to have their respective property damage insurance cerriers waive any right to subrogation Net such
companies may have against Lessor or Lessee, as he was may be, so long as he insurance is net invalidated hereby.
8.7 Indemnity. Except for Lessor's gross negligence or willful miscontluct, Lessee shall Indemnify. protect, defend and hold harmless
Me Premises. Lessor and its agent, Lessors master or ground Issadr, panders and Lenders, from and against any and all claims, loss of name and/or
damages, liens, judgment', penalwaa, albmeys' and consultants fees, expenses andlor liabilities arising Out of, involving, or in mmwction with, he use
andlor oca"nry Of Me Premises by Lewes. If any action Or proceeding is brought against Lessor by reason of soy of the forell ilg maea s, Less"
staid upon notice defend he same at Lessee's expense by counsel reasonably satisfactory to Lesser and Lessor shall cooperay with Lessee In such
defense. Lessor need not have first paid any such claim In order to be defended or Indemnified.
8.0 Exemption of Lee.or from Liability. Leewr shall not be liable for Injury or damage to the person or goods, wares, merchandise
or other property of Lessee, Lessee's employees, corl"Flo s, Invitees, customers, or any other person In or about Me Premises, whether sutll damage
or Injury is caused by or results from Ina, steam, electricity, gas, water or rain, or from he breakage, leakage, obstruction or plMr defe cle of oyes, two
SpMIkIBrs, wind, appliances, plumbing, WAC or lighting reform, or horn any other cause, whether the sold injury or damage results from wndiliew
arising upon the Premises of upon other portions of the building of which the Premises are a pan, or from other sources Or plows. Lessor shell not be
liable for any damages arising from any act of neglect of any other lent of Lessor nor from the failure of Lessor to enforce the Provisions of any Other
lease in the Project. NoAxthsynding Lessors negligence or preach of his Lease, Lessor shall under no circumstances be liable far injury to Lessee's
business or for any loss of Income or profit therefrom.
8.g F.11u1"e-Pravld"Mranca Iesaese6k"wledgaa-tpaHrrylalure-can gs�egJo-ebumn mainlainJpe-iruwa."umse,
^Yn s.eadoe6aoFinanyimlpe+equip"andlor-tlee6...lye ida.Laawr-
wihNe�equire9 hMkere-waegificaleo-evldencingApecxi.lenwa4Ne+squired Insuran"�hagageRenl-shagpeaulomati"Ilyinor easad. witpeul any-
mal offliminFril ARAAA hYan MivaNaiglLaphMpegewalyg Baca -Rent eajiBp, w
y6red6A r st— Ri Miapfe.BnWlair-and Ied6onab eaenpWM2lgnJaFNgaddil W�e_I�
easetin8ase-R
axe no,lyvaLaa..oU4.ob4galynle-
manle in ha4nauranaa5peaifie9 in Ipie-Lase-
Gam.g. or oa.truction. 5ee Addendum.
g.1 DN1nhe".
(B)�Ieeml.Bs-PagIN-DamagdamagB6n-0ealruelien-IB-heimProvq"nlcan-lpa-pry{ag.ee-
6wAid ANera4aneird-UW4yJnsylleaa wM1lcMwn�ea.anablyEe+apa'xebing. m,u,w Flea{µton.lpa_ ,iu Mf the-dapmgm -le66er-
shall ..it keaeeeiii hng-wihin2 .)gbem-Ihe9alaoLlpedema®ear-deepuel�a.aeNpe AamatK+6Pdrlyl�
(b� -pro i ea ml-DeslrucN�yaFd
sand-
' leaf Ne4arlim AF union 0 In aax r
f^�11
oyekem-1 iprdsAewpeywcsaaFlpB-damagaypB- II/''''�l�ll'''///���. ��\
__uz_ PAGE ]OF 17 V—I1
INITIALS INITIALS
02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN.14101E
(eHnsured{ aa'snall-mean9amagaer-daelwel'
UIII4Y-JnelaNagare-enaTmds-Fixlurear«bkb-wa R�6wnedAUerelienaand-
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�ehaN-eerN'
iarrmaka_µa.repar�l any. damage -es_
daalaGian-IM-IataLceaHa-repay-G-wl+ich-ic41 Ble-te-
Lasseeana-reawneBleDasiNeHRaFpurposa NotwilhelaxdiapJMJeregeiug;iNpe+squired{nauranee-wac rretinloraearJpe-insurance peeeedsare-
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ate-eai0.r yDatla�glaa�s.�
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the-unique-aspaGc-elgRe-Premi
wale awuansalh,Fnnl IMnJB9aye{Glewing-te6epFaRwriMnae1vs81-soap ylerlageaM.
said-luMla-ar-adaBualB-asaaranae-Mereel-with' ��k _
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wriNen-netiee-Ia-Passes-wilRiwJBd-WhereaMcAe-ji}makssuap.realeralieaa�-repeic as is�emmeraiallyieasBnaDle-wNp-Leseoegaying-any-
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.. wkRstandiag-IBaI-IMreynsura scevayge-BuHMraLpreeeedygkgny. slab
�medo-e�ailaBleter-WeaepakaiFmeAeByei�er-Parlyr
on Padlal-Oamage ninsumd{ sa.--f n PFRnSO"arlial as ge4Mt-is-w4 "r vred-lose�swra,-unless-sauced{y-o-
4F
sent-gde•Lea iiFNHnknGaN»sFeasaDygiring-
wrinw-aeMaiateaseewihin JB 9aya aflar♦
e.enFLeccer-eleGeJe-Iarmiaalelhic Luse-L«aeaaRalLAeve-we+roRFwiWbi99aY%elteFreaeipFeFIM-
lwnkmlipn-nGipo-le-gira-wrdlen-nalkte-ta-Passer-el wag
L atisl YseflermeNingwepeammit�aywd-1MeLeaae-
ahaLLcexlinue-b-IUN-klse.aaA-egeel,and-ke oraaeenably�ecuUle-a0�yar�
awYaBb--If LeeaeadwsnoFinake (hawquired commNmanF �hiyFepw-spa Werminalo-ese! IM6aleapeaifetl in me lerminaliervrelice-
B1 Tga40BGruGier�NGwilRGaxd'wg-anyglher. prarvs�AmwFi48pranysas3gyM.peGruGgnocwrssppy_yrminate-
a i111uLmiac�kaasar bRalti
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ar YNdbwwgJM-palap eawn'srmeel-
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(cI-eser�isirqsued-eplbrvand-(D}prevkinp-Leases-wiManyahegapeiMnauransayreaeede{er�dequateascuran. lMrae9-needed-Ia-make-Ine-
FAPAM RR IF hAf�Fl 'h8eadieaet()-Ihe daleirhish-is-l6-dayeaMckeaeeebreaei{a�anilallse BOrpaginglBJannirlalaJII, I eaesor-(ii)-
th, d,PaeHelM-0Ge'upenwgieN'suaR-aVlian'ek6ir^_ . _ _ . IY-eaarc+s..... hdurin8-cuah ParredaMpewkeskasser-wWtiWntic (er-
edeyuab8asuranaslheraeH-la-cerer any-ah�anee-pressed .
Feaee-shagcentimre-in-luN
NFId. IFmis{aaaaecall-lamdaet,-an-ue.dGa,POS-06 AJM_lan,,;naf
eaMguiehe¢
E.g AWlamwl el Renµeasaei-Remedies,
. (ajAMlamaM.-kHMerenl-1 PF-. --- P.11W Oa�na axardeuoLuhelanea-Gor�dNionJer-
c emedial-F FW.l. 1 —1,
damapa=deGwuierwmeE Wiaw-rewkesraalo .
N}Aemadlac.-+r-ieaear-she DGenuel-aad-
meaginglul-waY�cueN repaiE en-reclaralien-wllhw00 days after cuaR ebkgeliex-shall aeerue-Lessee-may;a
keacaena-dalpr ' — h.. Gg6aysJGlewMgl
n ilhw
l zaNenolNe-Pr�aquued-
alwmk-ertlMFremiaes, whehereFfimi ors-
B]-�xmMaden;-AdranaaPaYmanle� UpesaewinalkweLMisLaase. purwP-1-OF-ph8,;i(g}ar-pamgraplFg,an.aquilaple-
edNwlmaMshagBalnade-se�+2ernk�g-adrerwa Baaeiierdend-anYalRpadvanseya)mentemad
la-LacaeeSanWBBBF!%eee'ab¢EeilY�Wnsile9 MaeeFBeer�erieeDFWenYaBunadJaL&-ueed'BYFeaaar-
- PAGE S OF 17
INITIALS INTIALS
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM 8TN"74II01E
9.8 Waive Statutes. Lessor and Lessee spree Mat Me terms of this Leese shall govern Me effed of any damage to Or destruction of
Me Promisee with respect in the termination of this Lease and hereby waive Ms provisions of any present or future stable b the extent kw=sistent
herewith.
10. Rol Properly Taxes. See Addendum.
10.1 Definil As used herein, the term 'Red Property Texas shall include any form of assessment; real milm. general, panal.
ordinary or olnori irmy. or rental levy or lax (olhm Men Insentience, personal income w estate but improvement bent; another license fee Imposed
upon or levied against any legal or equitable interest of Lessor M Me Premises, or the Project, Lessors right to other income therefrom, anchor Lessors
business of lestimfi, by any authority having the direct or indeed Power b tax and where Me funds are generated with reference to Me Building address
and where the proceeds so generated are to be applied by Me city, county or oMel local taxing authority of a jurisdiction within which Me Premises ere
braced. Real Property Taxes shall also include any tax, he. Ia y, assessment or charge, or any Increase Memin: (i) imposed by reason of events
occurring Oil Oo lem of this Lease. Including but not limited to, a change in the ownership of Me Premises, and (if) levied or assosed on
machinery or equipment provided by Lessor to Lessee pursuant to Mis Lease.
10.2 Payment of Taxes. In addition the Bees Rant, Lessee shall pay to Lessor an amount equal to the Real Property Tax installment
due at least 20 days prior to the applicable delinquency date. If any such installment shall rover any Penal of time Prior b or after the expiration or
lerminstior of this Lease, Lessee's share of such installment shall be prorated. In Me event Leasee'vxvn a tale charge on any Rent payment, Lessor
may estimate Me corded Real Propody Taxes, and require Mat such taxes be trait in advance b Lessor by Leases monthly in advance with Me
payment of the Base Rent. Such monthly payments shell be an amount equal to the amount of the estimated Installment of taxes divided by the
member of months remaining before Me month In which said installment becomes delinquent. When Me social amount a the applicable lax bill is
known. Me amount of such equal monthly advance payments shall be adjusted as required b provide the funds needed b Pay Me applicable taxes. If
the amount coliscled by Lessor is insufficient to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum
as is necessary. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee
M me performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an addifional Security Deposit.
IDS Joint Assessment. If the Premises are not separately assessed. Lessee's lability shall be an equitable propomon of the Real
Property Taxes for all of Me land and improvements induced within Me tax parcel assessed, such proponbn b be conclusively determined by Lessor
from Me reepoctive valuations assigned In this assessors work sheets at such other information as may be masanebly available.
104, Personal Property Texas. Lessee shall pay, prior o delrnquemry, all taxes assessed against and levied upon Lessee Owned
Attentions, Ugtity Installations, Trade Fixtures, furnishings, equipment and all personal properly of Lessee. When possible, Lessee shell cause its
Lessee Owned ABerelions and Ulety Installations, Trade Fixtures, furnishings, equipment and all other personal property b be assessed and billed
separately Irom Me real property of Leamr. If any of Leases said property shall be assessed wino Lessors real Property. Lessee shall pay Lessor Me
taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth Me taxes applicable to Lesua's property.
11. LOW.. and Services. Lessee shall pay fee all water, gas, beat, light, power, telephone, bash disposal and other utilities and services
supplied to Me Premises, togeMer with any (axes Pearson. If any such sarvbes are nor separately metered or billed to Lessee. Lessee shell pay a
reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. Thera shall be no abatement of rent and Lessor shall not be
liable in any respect whatsoever for the Inadequacy, stoppage, Interruption or discontinuance of any utility or service due b dot, strike, labor dispute,
breakdown, accident, repair or other cause beyond Lessors reasonable canbdl w in cooperation with governmental request or dwectica s.
12. Assignment and Subletting.
12.1 Lessor's Consent Required.
(a) Lessee shall fell voluntarily or by operation Or law assign, transfer, mortgage or encumber (collectively, 'assign or
assignment') or sublet all or any pad of Lessee's ordered In this Lease or In Me Premises wrmout Lessors prior written couenl.
(b) Unless Lessee he a corporation and Its stock lepublicly traded on a national alerA excha%o.a cil In Me ccntrd of Lessee
shell constitute an assignment requiring consent. The transfer, on a cumulative bears, of 25% or more of the voting cannot of Lessee shall constitute a
charge M control tar this purpose.
(c) The Involvement Or Lessee or its some In any transaction, o emits of dransections (by way of merger, sale, acquisition.
financing, transfer, leveraged buyout or otherwise), wh l or not a formal assignment to hypothecation of Mis Leese or Lessees assets decors,
which results or will result in a reduction of the Net Worth of Lessee by an amount greeter Man 25% of such Net Warm as if was represented at the
time of the execution of this Lease or at Me time of me mod meant assignment to which Lessor has consented, or as it exists Immediately prior to said
baeeechon or IrensaclInns constituting such reduction, eshkMever was or is greater, shall be considered an assignment of this Lease W which Lessor
may wimhoM his consent 'Nst Worts of Lessee" shall mean Um net worth of Lessee (excluding any guarantors) established under geeefally accepted
accounting principles.
(d) An assignment or subletting without consent shall, at Lessors option, be a Default curable after notice par Paragraph 13.1(c), or
a mncureble Breach wiMut me necessity of any mice and grace period. If Lesson elects to War such unapproved assignment or subletting as a
ncroumble Breach, Lesson may either. 9) terminate this Lease, or (it) upon 30 days wrifien radio, increase Me monthly Base Rent to 110% of the Base
Rent Men in effect. Further, In the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase Me Premises hid by
Lessee shall be subject to similar adjustment to 110% of the price previously In effect and (II) all fixed and non -fixed rental adjustments scheduled
during Me remdnoer of Me Lease term shell be Increased to 110% of Me scheduled adjusted rant.
(a) Lessee's remedy for any breach i Paragraph 12.1 by Lessor shall be limited to compensatory damages andtor injunctive relief.
12.2 Terms and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Lessors consent, no assignment or subletting shall: (I) be effective without me express written assumption by
such assignee or sublessee of Me obligations of Lessee under this Lassa. (it) release Lessee of any Obligations hereunder, o (fill after Me primary
liability of Lassie for the payment of Rend or for me perfomanca of any agar obligations to be performed by Lessee.
(b) Lesson may accept Rent or performenu of Lessee's obligations from my person M. Man Leases pointers, approval o
disapproval of an Assignment. Neither a delay in the approval or disapproval of such assignment nor Me acceptance of Rent of polo du
PAGE 9 OF 17
INITIALS INMLS
C20DI -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-14101E
constiWle a waiver or estoppel Of Lassoes right to Ouruse its re rmoki. la Lessee's Default or Breach.
(c) Leseqrs current to any assignment of subletting shall our consulula a common to any seheequenl assignment or outshining.
(d) In the event of any Defau0 or Breach by Leuae. Lessor may proceed directly against Lessee, any Gummalore or anyone also
responsible her the performance of Lessee's obligations under this Less., Including any assignee or sublessee, without first exhausting Lassoes
remedies against any other person or entity responsible therefor to Lessor, or any ucu ity had by Leaeqr.
(of Each request for consent to an assignment a subletting shall he In wnting, accompanied by information relevant to Lessors
determinagon as to the financial and operational responsibility and apprOmialemas of the proposed assignee or sublessee. including but our limited to
the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lassoes considering and
processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably
requested. (See also Paragraph 36)
(0 My assgnee of. or sublessee under, Vus Lease shell, by reason of accepting such assignment Or entering Into such sublease,
he deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or
Performed by Lessee during the term of sek assignment or sublease, other Nan such obligations as era contrary, to or Inconsistent worth provrsiona of
an assignment or sublease to which Lessor has specificelty corem etl to In wnfing.
(g) Lassoes consent to any assignment or subletting shall nor transfer to the assignee or subleases any Option granted to the
original Lessee by this Lease unless such transfer is specifically consented to by Lessor In writing. (See Paragraph 39.2)
12.3 Addigenal Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by
Lou. of all or any Pot of the Premium and shall has deemed includeo in all subleases under this Lease whether or not expressly maxa,arated therein:
(a) Lessee hereby assigns and hanafeer to Lessor all of Lessee's Interest in all Rent payable on any sublease, and Lessor may
collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breech shall occur In the performance
of Lessee's obligations. Lessee may collect said Rent. In the evert Net the amount collected by Lessor exceeds Lessee's obligations any such excess
shall be refunded to Lessee. Lessor Mall mi. by reason of the foregoing or any assignment M such sublease, nor by reason of the oOleclWn of Rent,
he deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lesma'a obligations to such sublessee. Lessee hereby
irrevocably authorizes and directla any such sublessee, upon receipt of a written notice from Lessor mining that a Breach exists In the performance of
Lessee's obligations under this Lease, W pay W Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such mike
from Lessor and shag Pay all Rents to Lessor wuhe a any obligation or right to imuire as to whether such Breach exists, wwmswmim any Olson from
Louse to the contrary. (bj In Vw event of a Breach by Lauee. Lessor may, at its option, require sublessee to atlorn to
Lessor, In which event Lessor shall uncertake the Obligation. of the sublessor under such sublease from the time of the exercise of said option W the
expiration Of Such sublease; Provided. however, Lessor mall mi be liable for any prepaid forte or Mecuriy deposit paid by such sublessee to such
wbleasor Of for any Who Defaults or Breaches of such outbound.
(c) My matter requkng the consent of the subleuor under a sublease alai also require the consent of Lessor.
(d) No sublessee mall further assign or sublet all or any part of the Premises without Lassoes prior written consent.
(a) Lessor shalldeMm a copyof anymtice of0 ffnut or Breachby Lessee Wine subl.ssm,wh0 shall havelhe rightlo curethe
Default of Lenses within pas grace period, V any, opecified In such notice. The sublessee shall have a right of reimbursement and offset boon and
against Lessee for any such Defaults wood by the sublessee.
13. Default; Breach; Remedies.
13.1 Default; Breach. A 'Default' I. dsfimd as a failure by the Louse to comply with Or perform any of the terms, covenants,
cadilbne or Mules and Regulations under this Lease. A 'Breach' is defined as the occurrence of one Or more of the following Defaults, and the
tenure of Lessee W cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vat, ung of the Premises without providing a commercially reasonable level of
aeculity. Or whoa the coverage of Me mperry insurance deaaihed in Paragraph 6.3 is teopertl¢ed es a mull lh rmol, or without providing reasonable
assurances to minim¢e potential vandalism.
(Id The failure of Lessee to make any payment of Rent or any Security Deposit required to he made by Lessee hereunder, whether
W Lashor or to a Nod Pay, when due, W provide reasonable evidence of insurance or surely bond, or W fulfill any obligation under Inds Lease which
endenpere of INeatena fife W properly, ware suM hailers, continues far a peftod of 3 business days Iollow ry "hen tactics, W Lessee.
(c) The failure by Lomas W provke (I) reasonable written evidence of compliance with Applicable Requirements. (4) the service
contracts, (ill) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate. (v) a requested subordination, (vi) evidence
concerning any guaranty and/or Guarantor, firs) any document requested under Paragraph 42. (viii) material safety data sheers (MSDS), or (ix) any
other documentation of Information which Leaspr may reasonably require of Leases undo the terms of this Lease, where any such failure continues for
a period of 10 days following wrian notice to Lessee.
(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Leese, or Of the miss adopted under Paragraph
40 hereof, other Nan Noes deachbed In subparagraphs 13.1(a), (b) or (c), above, where such Default conferees for a pedotl of 30 days after written
muce: provided, however, Net V the nature of Lessee's Default is such Vet more Our 30 days are reasonably required for its cure. Own it shall mi be
deemed to be a Breach if Laseee commences such cure within said 30 day period and pwreafler diligently proseaulee such cure W completion.
(a) The occomence of any of the following events: (I) the making of any general arrangement or assignment lorthe benefit of
aeo6ou; (it) becoming a 'debtor' as degmd in 11 U.S.C. 5101 or any sucwasar statute thereto (unless, In the case of a peson filed against Lessee,
to same 13 command! wlthin 60 days), (III tiw appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at
the Premises or of Lessee's interest in this Lease, where wul asion Is not r..rated W Louse within 30 days; or (iv) the attachment, execution or other
judicial smure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such salzum Is not drstlurged
within 30 tlays; provided, however, in the event Me( any provision of this subparagraph (a) is contrary to any applicable law, such provision sell he of
no, forte or e6ed, and mi aged the validity of Me remaining Provisions.
(1) The discovery that any financial Watement of Lessee or of any Guarantor given to Lassa was materially false.
(g) It the performance of Lessee's obligalionsund d this Lease Is guaranteed: (I) the death of a Guarantor, (g the tomiwtiw of a
Guarantors liability wkh respect to this Lease other than in i ccodance with the terra of such guaranty, (ill) a Guarantoh becoming insolvir 'f or the
PAGE 10 OF 17 1/' I1
INITIALS INITULS
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subject of a bankruptcy fling, (iv) a Guarantors refusal to honor Me guaranty, or (v) a Gumadwes breech of its guaranty odiipown on an anticipatory
basis, and Lessee's !slurs, within 60 days following wridan make d any such event. a provide wnden eltematwO assurer or s"unty, which, when
coupled MM the Nan misfing resources of Lewes, square or mcwWs hie combined financial resources of Lessee and be Guarantors Met existed at
Me time of execution of this Laws,
13,2 Remedios. If Lomas fails to perform any of Its affirmative duties or obligations, within to days after written notice (or in case of an
emergency, without notice), Lessor may, at its option, padarm such duty or obiga0on on Lessee's behalf, including but not broad to the oblsnirp of
reasonably r"uihed bolls, imumn Pdides, Or govemm"reI licenses, Peorire m approvals. Levee shall pay toLeswr en amount equal a 115% of
Me costs and expanses incurred by Leswr In such podaman upon receipt of an invoice therefor. In the event of a Breach. Lessor may, with or
without further norm or demand, and without limlling Lessor In the exercise of any right or remedy which Lessor may have by mown of such Breach:
(a) Terminate Lessee's night to possession of Me Premises py any lawful means, In which was this Lease shell terminate and
Lessee shall immediately surrender poswsalon a Lessor. In such eved Lessor shall be ended to recover from Lessee: (i) the unpaid Rent which had
been eamsa at Me time of termination: ru) de worth al Me time of award of the amount by which Me unpaid rent which would have been maned after
termination until the time of award exceeds Me amount of such rental loss that the Lessee proves could have been reasonably eroded: (lil) Me worth at
Me tare of award of are amount by which de unpaid rent for be balance of the term after the time of sward exceeds the amount of such rental loos that
Me Lessee proves could be reasonably sweed: and (v) any other amount necessary to compensate Lessor for all Me detriment proximately caused by
the Lessees lsilum to perform its obligations under this Lease or which in Me Ordinary course of things would be likely to result therefrom, including but
cot limited to Me cost of recovering possession of de Premises, expenses of relebng, including necessary renovation and alteration of the Premises,
reasonable attorneys' fees, and that portion of any basing commission paid by Lessor in connection with Nis Lease applicable to the unexpired farm of
due Lease. The wall al hie time of swats of Iho amount referred to in provlakn (Ito) d the Immediately preceding swan shall be computed by
discounting such amount at Me discount rate of the Federal Reserve Bank of this District within which the Premises are located at hie time of award
plus one percent. Efforts by Lasso to mitigate damages caused by Lassess Breach of this Lease shell rot waive Lessors right to recover damages
under Paragraph 12. If termination of hie Lease is obtained through Me provisional remetly of unlawful detainer, Lessor shall have the right to recover
in such procrading any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a
separate sud. If a sotice and grace period required under Paragraph 13.1 was cot previousy given, a notice to Pay rent or quit or to perform or quit
given to Les"a undo the unlawful deteear statute shall also constitute Me notice required by Paragraph 131. In such was, hie applicabe grace
period required by Paragraph 13.1 all the unlawful detainer statute shall con concurrently, and the failure of Lessee to cure Me Default within the
greater of Me two such grace periods shall constitute both an unawful detainer antl a Breach of this Leese affront, Lessor W the remedies provided for
M do Leese wetfor by said statute.
(b) Continue hie Lame and Lessee's right le Possession all recover Me Rent as ft becanes due, in which event Lessee may
sublet or assign, subject only to reasonable limitations. Acts Of maintenance, agora to refs, and/or, the appointment of a receiver to protect the
Lessors interests, shall not conarule a termination of the Lessee's right to possession.
(c) Pursue any other remedy now or hereafter available under Me epos or judicial decisions of the sate wherein the Premises are
looted. The expiration or lerminabon of Nis Lease and/or the raminalion of Lessee's right to possession shall not relieve Less" ham liability under
any Mdemniry, Provisions of the Leese as a madam occurring or accruing during the tam hereof tar by reason of Levee's occupancy of the Premises.
13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for Me giving or paying by Lasso( to or for
Lessee of any cash or other bonus, inducement or consideration for Lessee's admiring into this Lease, all of which concessions as hereinafter referred
ro as Inducement Provisions,' shall be deemed condition" upon Leswa's full and rabbit performance of all of hie lams, cowhands and conditions
of this Lease. Upon Brawn of No Lease by Lasses, any such Inducement Provision shall aulometicalty be deemed deleted from this Lease end of no
further fore. at. affect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an
inducement Provision shall be immediately due and payable by Lomas to Lessor, notwithstanding any subsequent cure of said Breach by Lomas, The
acceptance by Lessor of rent or the cure of the Breach which Initiated the operation W Nis paragraph shall not be deemed a waver by Lessor of the
Provisions of the paagaph unless specifically so soled in adding by Lessor at the time of such accepance.
13a Late Charges. Lessee hereby acknowledges that Isle payment by Lessee of Rent will cause Lessor to incur costs not
contemplated by this Lease, Me exact amount of which will be extremely difficult to ascareld Such costs Include. Wr are nor limited to, processing and
accounting chug". end late charges which may be imposed upon Lessor by any Lender. Andahgly, lf any Rent shag col W received by Lessor
within 5 days after such amount shall be due, then, without any requirement for notice to Lasses. Lessee shall immediately pay to Lessor a ono -time
late charge equal to 10%of each such overdue amount or $100, whichever Is greater. The Panics hereby agree that such late Wrge represents a lair
and reasonable estimate of the coals Lessor will incur by mown of such late payment. Acceptance of such late charge by Lessor shall in no event
constitute a walvw of Lassoes Default or Breech with Mspwt to such overdue amount, nor prevent Me exercise of any of the other rights and remedies
granted hereunder. In hie event met a late charge of payable hereunder. whether or rid colossi for 3 consecutive Installments of Base Rent, Men
notwi0sandinp any provision of Nis Lease to Me contrary, Base Rent shall, at Lessors option, become tlua and payable quavery In advance.
13.5 Interest. Any monetary payment tlua Lessor hereunder, other than Isle charges, not recalved by Lemor, when due as to
scheduled payments (such as Base Rent) or within 30 days folewing Me dale on which it was due for rim -scheduled payment, shall beer interest from
tM data when tlua, as to scheduled Payments, or the 31s( day after it was due as to non-sclnubed payments. The interest ( 9nlsmar) charged shall
be computed at the here of 10% per annum but shall not exceed Me maximum rate allowed by raw, Interest is payable in addition to Me potential late
charge provided for In Paragraph 13.4.
13.6 Breach by Lossor.
(a) Notice of Breach. L"sor shall col be deemed in breech at this Lease unless Lessor fails within a reasonable time to Perform
an obligation regWmd to bar performed by Lessor. For purFooss of this Paragraph, a reasonable lime shall In po event be ears Nan 30 days after
receipt by Lessor, seal any Lender whose name and address Mall have been f nnisbed Lessee In writing for such Purpose, of written notice specifying
wherein such obligation of Lessor has not been performed: provend, however, that If Me nature of Lessors obligation Is such that mare than 30 days
are reasonably required for Its Performan, Men Lessor shell wr W in breech if performance la commenced within such W day period and thereafter
diligently pursued a completion.
(b) Parformwce by Lessee on Behalf of Loswy. In Me event that miller Lessor wr Lender cures said bead within W days
after receipt of who notice, or if having commenced said cure May do not diligently pursue It to completion, then Lessee may elect to cure said breach
PAGE 11 OF 17
I
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INITIALS
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION
FORM STN-7401E
at Lessee's expense and offset from Rent the actual and reasonable at W pad. such cure, provided however. Nat such oReal shall not exceed an
....nt arum W the greater of ono income Bess Rant or Me Sexually Deposit reserving Lessee's fight to seek reimbursement from Lessor. Lessee
shall document Me cost of said cure and supply said documentation to Lessor.
14. Condemnation. If the Premises or any portion thereof are taken under the power of adamant domain or sold under the threat of Me exercise
Of said power (collectively 'Cendemnation'), the Lease shall terminal. a, to he part taken as of the data the condemning authority takes title or
possession, whichever first ocean. If more than 10% of idle Building, or more than 25% of Nat pod. of Me Premises not occupied by any building, is
Wk. by Condemnation, Lessee may, at Lessee's option, to be exercised in canting within 10 days our Lessor shall have given Lessee written notice of
each taking (.11. Me absence of such notice, within 10 days after the condemning authority shell have Wish possession) terminate this Leas. as al the
date the condemning authority Wk., such Possession. If Lessee does for lo.irid. this Lease In aaodance with Me foregoing, Nis Leese shall
remain In full holder and effect as W the portion of the Promise, remaining, except that Me Bess Rent shag be reduced in proporlpn to Me reduction in
utility of Me Promises counted by such Condemnation. Condemnation awards and/ter payments shag be Me property of Lasser, whether each award
shall be made as compensation for diminution In value of Me leasehold, the value of Me part taken, or for severance damages; provided, however, that
Lessee shall be entitled le any compensation for Lessee's relocation expenses, fixes of business goodwill and/or Trade Flxturaa. wiau,ul raged to
whether ar not this Lease is terminated pursuant to the provisions of this Paagraph. All Alterations and Utility Inat.11.1m. made W the Premises by
Lessee, far purposes of Condemnation only, shall be considered the proparly of the Lessee and Lessee shall be entitled to any and ail compensation
whirls is payable therefor. In Me event that this Lease is not terminated by reason of Me Condemnation, Lessor shall repair any damage to the
Premises caused by such Condemnation.
15, Brokerage Fee.. See Addendum.
tit -itI.-FCommisaien.-InaddilienlaNaeaymeWaowedyun,uaM-Ia-Parapr raker
elperwbe-egreein-writing; LessaragreeHpal-(e�N-Lecceeaxeruaesan 9 lion - eq Wip Y p �bfiflasaeea bimsan plsl.IpePremieeeenetperpremiees-
p lea;ja)♦fLe.ae..er.ie—
wilp-Ipaee6or-41erJpe-Bxpiral........ (g}J gagpJianl.-iy-'pyeaseo-_yheNes-0Y-agr
Wuae he"n Men-LauetmmNpaY-Ame In 04ee-in-easer9aneaw' ait .
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1S2 AssumpNen<IBWpallons.-Any-buyerararancfarae. el La..F'S flinI h.....ypap-pa-deemed-W Ate Akuumetl�
der-BrekerespaN9e1pk4pagyLanafoladaeallpe-pre,RaiorlaW
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asap--m-`wlkwWiix-11 day.eN gc o 4. Rich .1andeeFzuop-anaun
R.ker-an.Nbe d,,.,d lab.. third -party psnm�a®reamenl enleredinla.pyaatllar_Be
'Word
earpa.. at..,lemng tbookerai
15.3 Representations and Indamrddes of Broker Relationships. Lessee and Lessor each repmsenl and warrant to Me other that it
has had no dealings with any person, firm, broker ter finder (eWariharvMe-Brakera:ilany) in connection wily this Lease, and Nm no one eMecMenaaW
aemedJsnkere is entitled to any commission or 0uder's fee In connection herewith. Lessee and Lessor do each hereby agree to Indemnity, protect,
defend and hour Me other harmless from and against liability for compensation of charges which may be claimed by any such unnamed broker, finder
or other similar pony by reason of any dealings or actions of Ind indemnifying Party, including erry costa, aspirates. abomeys' fees reasonably incurred
wily reaped thereto.
1
I& Estoppel CenlRcales.
(a) Each Party (as 'Responding Party') shall within 10 days after written .tics from the other Party (the 'Requesting Party')
execute, acknowledge end call... W the Requesting Party a inlament in writing in form similar to the then most current 'Estoppel Cedtffcete form
Published by Me AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably
requested by Me Requesting Party.
(b) If Me Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Parry
may execute an Estoppel Certificate storing Met: (i) Me Lease is in he force and effect without modification except as may be represented by the
Requesting Party. (t) Mere are no anointed defaults in the Requesting PaM's pedo.a.e, and (is) If Lessor is the Requesting Pony, not more Man one
months rent has been paid In advance. Prospective purchasers and ancumbrencern may rely upon Me Requesting Party's Estoppel Certificate, and the
Responding Party shall be estopped from denying the truth of Me facts contained in said Cerificate.
(c) It Lessor desires W finance, refinance, at sell the Premises, army pad thereof, Lessee and all Guarsolors span deliver W any
potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purctuaer, including but
not limited to Lessee's financial statements lot Me past 3 yeere. All such financial statements shall be received by Lessor and such lender or purchaser
In confidence and shall be used only for Me purposes herein set fond.
1T. De0nWon of Lessor. The term 'L.... r as used herein Shan mean Ibe owner w ow.m at the NOW d question of Me fee Us W the
Premises, or, it Nis is a sublease, of the Leaeeb interesl in the prat lease. In the event are transfer of LessWs Rue or interest In the Premises or this
Lease, Lessor shall deliver to the transferee or assignee (In cash or by coedit) any unused Security Deposit held by Lessor. Except as provided In
Paragraph 15. upon such tracer., or ...ipnmenl and delivery of Me Security Deposit, as at ...id. Me prior L...... hall be, relieved of all liability with
respect to Me obligations and/or covenants under this Lease hereafter to be performed by the Lessor. Subject to Me foregoing, the obligations and/or
covenants In this Lease to be Performed by Me Lessor shall be binding only upon the Lessor as heeinabove defined.
18. Savan illity. The Invalidity of any provision of the Lessee. as determined by a court of competent prediction. shag W no way affect the
vaNEXy of any other provision hareoL
19. Days. Unless otherwise specifically indicated to the contrary. the word *days' as used In this Lease shall ..an and refer to calendar days
PAGE 12 OF 17
INITIAL$ INRIALS
C2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-14101E
20- Urallation on Liability. The obligations of Lesser under this Lease shall nal comrade penoNl obligations of Lessor or Bs partners,
members, directors, officers or sharehddam and Lessee shall lack to the Premises, and to no other assets of Lessor, for the sagsfactior any liability
cl Lessor with respect to into Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their
personal .... Is for such satisfaction.
21. Time of Easenpa. Tuns to d Pe essence with respect W Pe performence d all ablipallans to be performed or observed by the Passes under
this Lease.
U. No Prior or Other Agreements; Broker Disclaimer. This Leese coolrtn3 all agreements between the Parties with respect to any mallet
mentioned herein, shut no other prior ar conlempmad....greemMl M delemisMing hill be effective. Leap old Lease. each represents end
warrants to the Brokers that it has made, and is relying solely upon, its own investigation as la the nature, quality, character and financial responsibility
of the other Party to This Lease and as W the use, nature, quality and Maracler of the Promisee. Brokers have re, responsibility with respect thereto or
with respect to any default or breach hereof by either Perry. The liability (including mud coat and attorneys' fees), of any Broker with respect to
negotiation, execution, delivery or performance by either Lesser of Lessee under Pie Lease or any amendment or modification hedma shall be limited to
an amount up to Pe fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on Nall Brokers liability shall
nal W applicable W any gross negligence or willful misconduct of such Broker.
23. Notices.
23.1 Names Requirements. NI .ogces requked or parmifted by this Lease or applicable law shag be M writing and may be delivered in
person (by hand W by courier) or may be sent by regular, certified or registered md0 or U.S. Postal Service Express Mail with posage prepaid, or by
facsimile transmission, and shell be deemed sufficiently given if served in a manner specified In this Paragraph 23. The addresses noted adjacent to a
PaM's signature on Nis Lease shall he Net Pony'. aour.. for delivery or mailing of nollaes. Either Pony mey by written ratio W the other specify a
different address for rwgce, Ii Pat upon Lessee's lalddg possession of the Promises. the Premises shall constitute LNseaY address far notice. A
copy of all notices to Lessor shell be concurrently transmitted W such party or Peru.. at such addresses as Lessor may from time W time hereaher
designate in writing.
23.2 Date of Notice. Any notice -.61 by registered or certified mall, return receipt requested, shall be deemed given an the date of
delivery shown on the receipt card, or g no delivery dale Is Mown. Pe postmark thereon. It sent by regular mail the them shall be deemed given IS
hours after the same is addressed as required herein and maned with postage prepakl. Notices delivered by United States Express Mail or ovemighd
courier Pat guarantee nand day delivery shall be deemed given 24 hours after delivery of Pe same to the Postal Sar iu or counted. Notices transmitted
by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (con rovida n report from laz machine Is
sufficient), provided a copy is also delivered via delivery or mad. If notice is received on a Saturday. Sunday or legal hoMay, II shall be deemed
receivetl an the pad business day.
24. Waiver.. No waiver by Lessor of the Default or Breach of any him. covenant or condition hereof by Lessee, shall be daomed a waiver of
any other term, covenant or condition hereof, or of any su Wequenl Default or Breach by Lessee of the same or of any other term, covenant or condition
hereof. Leesor'c consent 10. or approval of. any act .lull not be deemed W handed unnecessary the obtaining of Lessor's consent to. or approval of, any
subsequent or eknila- act by Lessee, or be consimed as the basis of an estoppel to enforce the provision or provisions of this La... requiring man
consent. Theis iceptance of Rent by Lessor shell trot be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by
Lessor an account of moneys or damages due Lessor, nohviPstandmg any qualifying statements or conditions made by Lessee in connection
therewith, which such statements andlor conditions .hall be of W force m effect whatsoever unless specifically agreed to in wilting by Lessor at or
before the time of deposit of such payment s
25. Olaclesures Regarding The Nature of a Real Estate Agency Relationship. See Addendum
w v PAGE 13 OF 17 I
INITIALS INRIAL5
02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM 3114-7-410111
P"' dicelaae W Me alter pudy that the Lcsaw wilt anent now M ice mum 'A Wee Mae hat Ad ARIA M Me k m,, cur hat hat Leesep W wi" W say a
26. No Right To Holdover, Lessee has no right to retain possession of he Premises or any part thereof beyond the expiration or termination of
that Lease. In the event that Lessee hold. over, than the Base Rent shall he increased W 150%of Me Base Rent applicable immediately preceding the
expiration of femhinetan. Nothing contained herein shall be consUved as consent by Lessor to any holding over by Lessee.
27. Cumulative Remedies. No remetly or election heraunder shall be deemed exclusive but shall, wherever possible, be cumulative with all
oil remedies at law or M equity.
28. Covenants and Conditions; Corroboration of Agreement. All provisions of this Lease to be observed or performed by Lessee are both
covenants and conditions. In Wrailosin, Nis Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a
ped of this Lou. Whenever required by the comes, the singular shalt include the plural end vice versa. This Lease shall not be consbued as if
prepared by one of the Parties, but rather according to its fair meaning as a whole, as If both Padlea had prepared it.
29. Binding Effect; Choice of Law. This Lease shall be binding upon he Padies, their personal representatives, successors and assigns and
bar gnvemed by the laws of the Slate at which the Promises ors located. My litigation between he Parties hereto conceming this Lease shall be
thereof In the =only In which the Premises are located.
30. Subordination; Adornment; Non-Dleturosocc
U.1 Subordination. This Lease and any Option granted hereby shag be subject and subordinate to any ground lease, mortgage, dead
of most. or other hypcNecollon or security device (collectively, 'Secudly Device'). now or hereafter placed upon Me Pramtsn, to any and all advances
made no Me security hereof, and W all reuwats, modifcalians, ON extensions thereat. Lessee agrees Net he boners of any such Secudly Devices
fin his Lease together craned to as 'Lander') shell ban to liability or obligation o perform any of the obligations of Lease under his Lease. My
Lender may elect W have his Lease and/or any Option granted hereby superior to the lien of Its Security Device by giving when not" thereof to
Lessee, whereupon this Lease and such Options shall be deemed poor to such Security Device, notwithstanding the relaWs dales of the
dawrmum ion or recordation thereof.
30.2 Adornment. In the event that Lou., trenafate title to in. Premises, or Me Premises are acquired by another upon the foreclosure
or termination of a Security Device to which his Lease is subordinated (i) Lessee shall, subject to the non -disturbance provtebns of Paragraph 30.3,
afford to such new owner, antl upon request; enter into a now prep, mutual all of the terms and provisions of his Lease. with such new owner for
the remainder W the mom Mrsof, or, of the election of such may owner. this Lean shall automatically become a new Leas. between Lessee and such
new owner, upon all of the terms and conditions hereof, for Me remainder of the term hereof, and (n) Lessor shall Mereaher be relieved of any WMer
obligations hereunder and such new owner shall assume ell of Lessors obligations hereunder, except (hat such new owner shall not: (a) be liable for
any ad or omission of any poor lessor or with rasped to events occurring prow to acquisition of ownership; M) be subject to any offsets or defenses
which Louse might have against any pear lessor, (c) be bound by repayment of more Man one month's rent, or (it) be liable for the return of any
moudty, deposit paid to any prior lessor.
30.3 Non -Disturbance. With respect an Security Devices entered into by Lessor after the execution of this Leese, Lessee's
subodinatan of Un Lean shall bs subject to receiving a commercially reasonable rwrdisWNanco agreement (a 'Non-Disturtu nco AgmemenP)
bond he Lender whkM Non -Disturbance Agreement provides Met Lessee's Possession of the Premises, and this Lease, including any options to extend
Me term hereol, will not be disturbed so long as Lessee is not In Breach hereof and attorns to the remrtl owner of the Premises. Further, will 60
clays abet Me execution of this Lease. Lessor shall use its commercially reasonable efforts to obtain a Non -Disturbance Agreement from Me holder of
any pre-existing Saporiy Device which as scoured by Na Premises. In he event het Lessor is unable to provide he Non -Disturbance Agreement w0un
said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the exacution and delivery or a Non -Disturbance
Agreement.
30.4 Se1NExeculing. The agreements contained in his Paragreph 30 shall be effective without the etamfwn of any further document;
morns however, Mel, upon wriften request from Lessor or a Lender in canna n with a cab, chancing or refinancing of Me Premises, Lessee and
Lessor shall execute such further wrichys as may be reasonably required to separalay, document any subordination, adornment stupor
NodOisturbanco Agreement provided for herein.
31. ANomeyi Fee.. If any Party or Broker bring. an action or pro dueling involving the Premises whether founded in tort contract or equity, or
to declare rights hereunder, Me Prevailing Party (as hereafter defined) In any such proceeding, action, or appeal thereon, shall be entitled to reasenable
atlomeys' leas. Such lees may be awarded in the same suit or recovered in a separate suit, wbeNer or not such action or proceeding I$ Waned to
demand or lodgment. The term, 'P... Wild, Parry' shelf include, without limitation, s Party or Broker who substantially oblaMs or defeats the relief
sought, as the rase may be, whether by compromise. settlement judgment, or Me abandonment by Me other Perry or Broker of its claim or defense.
The affomays lees award shall not be computed in accordance will any mud lee schedule, but shall be such as to fully reimburse all attorneys lees
reasonably Wcunad. In Oil Lessor Mall be entitled to edomeyi pus, posts and expenses idome d In the preparation and service of voices of
Default and completions in connection herewith, whether or not a bgel action is Subsequently commenced In comand on with such Default or resulting
PAGE 14 OF 17 14
INRIALS INITLAII
C2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM 3TN-74M1E
Breach ($200 k a reasonable minimum nor oc.difict, for such services end consubmtidnY
32, Lassofe Access; $hawing Plaint ees; RePalrs. Lessor and Lessofs agents shall have the fight to enter the Premises at any time, in the
rase of an emargenq, and otherwise at reasonable times after reasonable prior notice for Me purpose of showing the same W pmspectiw purchased,.
lenders, a Innards, and making such alterations, repairs. Improvements or additions to the Premises " Lesser may deem necessary or desirable and
the erecting, using arch maintaining of utilities, services, pipes and conduits Mmugh the Premises andlor other premises as long as more is no material
adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.
33. Auctions. Lessee shall not conduct, nor Permit W be conducted, any auction upon the Premium without Lessofs prior wrigen consent.
Lessor shall not be palliated to exercise any standard of reasonableness In detelm�ing whether to permit an auction.
34. Signs. Lessor may place on the Premises ordinary -Far $ale- sign at any lima and ordinary -Far Lease signs during the beet 6 months of
the term hefml. Except for ordinary -for sublease- signs, Luaee shall not place any sign upon the Premises without Lessofs prior written consent. All
signs must comply with all Applicable Requirements,
35. Termination; Merger. Unless specifically slated otherwise in writing by Lessor, Me voluntary, or other suoeMer of this Lease by Lessee, Me
mutual termination or cancellation hereof, or a tarmin iron hereof by Lessor for Breach by Lessee, shall automatically terminate any subteen or lesser
able in Me Premises; provided, however, Mat Lessor may elect to continue any ono or all existing subteandes. Lessofs failure within 10 days
Following any such event to elect to Our contrary by wriftu notice to the holder of any such leaser interest, shall constitute Lessofs election to have
such event constiWk The mfininalion of such interest.
36. Consents. Except as otherwise provided herein, wherever in Nu Luse the consent of a Party is required W en ad by or for Me other Parry,
such consent shall not be unreasonably withheld or delayed. Lessofs actual reasonable cask and expenses (including but not limited to architect',
altornays', engineers' and other consultants' fees) incurred In the consideration of, or response to, a request by Lessee for any Lessor consent,
including but not lumber to consents to an assignment, a sublenurg or the presence or use of a Hazardous Substance, shall be paid by Lessee upon
receipt of an awes, and supporting documentation therefor. Lessors consent W any act, eeaignmenl or subletting shall nol constitute an
scunowledgmenl Net no Default or Breach by Lean of this Lease exisW, nor shall such consent be deemed a waiver of any then existing Default or
Breach, except es may be otherwise specifically staled in writing by Lamm at the time of such consent, The failure to specify herein any particular
condition W Leseofs constant shall not preclude the imposition by Lessor at the time of consent of such Lumber or other conditions as are then
reasonable with reference to Me particular manor for which consent is being given. In Me event Ma[ either Party disagreae with any determination
made by the other hereunder and reasonably requests the reasons for such determination, the determining parry shall furnish Its reasons in writing and
in reasonable detail within 10 business days following such request.
37. Guarantor, Sae Addendum.
to .,amMy Mghe-term wwreFrasengyga6lisged. py yne.AlR Cemmereial Reati
uerenWtUna9-Nave-INeaameaBli®elbnaasiesseewaer-Iris-kease—
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dZ-2---ails .1. 11 'hul AnleNaik-er-raise
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Eslaepel�wnatiaMNatIn. Yua.awyketilt,inexew— .
da.--Ousel Passauien.-$ubpU.tapay�. evwenc-erg
Lmsee'a wrHebe<baervedaed mdermeduMerJhiskme>keamshau h w".iel ppaaeaaionarw�eiet,anlaymenteuhearemkasaurir,pwa kr«�
ham'.
39. Options. If Lessee is granted an Option, as defined below, Nan the following provisions shall apply:
39.1 Definition. 'Option' shall mean: (a) the right to extend the term of or renew this Lease or to extend or renew any mess Mat
Luse has an other property of Lessor, (b) the fight of trial refusal or fire[ offer to lease either the Premises or other property of Lessor; (c) the right (o
pufcheu or the right of first refusal to purchase the Premises or other property of Lessor.
39.2 Options Personal To Original Lass". My Opton granted to Lessee in this Lease Is personal W Ma original Lessee, and cannot
be assigned or uerobed by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if
requested by Lessor, with Lessee codifying that Lessee has no Intention of thereafter assigning or subluing.
39.3 Multiple Options. In Me event that Lessee has any multiple Options W extend or renew this Lease, a Wier Option cannot be
exerotsed unless Me prior Options haw been validly exercised.
39.4 Effect of Default on Options.
(a) Lessee ahs9have no right W exercise on Option: (i) during the period cdnmendW wilhlhe giving of any notice of Default and
confining unM said Default is cured. (i) during the period of time any Rent Is unpaid (without regard W whether notice thereof is given Lease), liii)
during the time Louse Is in Breach of this Lease, or fiv) in Me event that Lessee has been given 3 or more notices of separate Default, whether or nor
Me Defaults are cored, during Me 12 month period Mmediatey, preceding Ma exercise of the Option.
(b) The period of 9me wiNinwNich an Option may be uerclsed shall not be extended or enlarged by reason oL Lease's iabiliylo
exercise an Option because of the provisions of Paragraph 39A(a).
(c) M Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if,
after such exercise arch prior to the commencomeni of Me extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30
days after such Rent becomes clue (without any necessity of Lessor to give notion memo, or (it) 6 Luaee commits a Breach of We Lease.
_4&L PAGE 15 OF 17
Bond IA INRIAL
C201 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM ST1,674i#01E
40. Multiple Buildings. time Premises area panels group of buildedgs controlled by Lessor, Leaaee agrees that g will abide by" conform be
all reasonable rubs and regulations which Lessor may make from one to time for the management, safely, and rare of said prolamin. including the
rare and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppiiem, shipper.,
customers, contractors and invileea to so abide and conform. Lessee also agrees to pay its fair sham of common expense. Incurred in connection with
such rules and regulations.
41. Security Measures. Lessee hereby acknowledge. that the Rent payable to Lessor hereunder do.. not induce the cost of guard service or
other security measures, and that Lessor shell have on obligation whatsoever to provide same. Lasses assumes all responsib0ity for the protection of
Me Premises, Lessee, Us agents and bviless and IhOh property from the ads of third parties.
42. Reservations. Lessor reserves to Itself the right, form Unit to time, toIgrant, without the consent or joinder al Leases, such easements,
rights and dedications that Lessor deems noommi end W cones the recondition Of Pavel maps ark rootbal ions, co long as such easements, rights,
dedications, maps and had clione dig rot unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents
nonentity, requested by Lesser to effectual. any such easement right, dedication, map of restrictions.
43. Performance Under Protest If at any time a dispute .hall arse as to any amount or sum of money to be paid by one Party to the other
under the provisions; hereof, the Party option whom the obligation to pay the money at aswded shall have the right to mks Payment 'under pretest'
and such payment shall not be regarded as a voluntary payment and there shall survive the right on the pad of said Party to Institute suit for recovery of
such sum. If If shall be adjudged that there was no legal obligation on the pad of said Party to pay such sum or any part thereof, said Party shall be
enticed W recover such sum or so much Insured ea it wee not legaly required to pay.
N. Authority; Multiple Parties; Execution.
(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual
executing this Lean an behalf of such truly represents ark warrants That he or she is duty oushor oral W execute and deliver this Lease on its behalf.
Each party shall, wished 30 days drier request, deliver to NO other party ratisfaclary ev1denc0 of such authority.
(b) If this Lease is executed by more Nan one person or entity as -Less re', each such person or entity shall be jointly and
severally liable hereunder. It is agreed Nat any one of the named Lessees shall be empowered W execute any ameMmenl to This Lease, or other
document ancillary thereto antl bind all of the named Lessees, and Lasso may rely on the same as if all of the named Lessees had executed such
document
(c) This Lease may be executed by the Probes in counterparts, each of which shall be deemed an original and all of which
together shall constitute One and the same monument,
45. Conflict. Any conflict between the prinletl provisions of this Lease and typewd0en or handwri0em provisions shall be controlled by the
typewritten or handwrMen provisions.
46. Offer. Preparation of this Lane by either Party Or their agent and submission of same to the other Party shall not be deemed an offer to
lease to the other Party. This Lease is not intended to be binding until execuled and delivered by all Parties hereto.
47. Amdrsdn ants. This Lane may be modified only in wrong, signed by the Parties in interest at Irk omit of the moddralion. As long as Nay
do not maledally change Lessee's obligations hereunder. Lessee agrees to make such reasonable non -monetary modifications to this L... a as may be
reasonably required by a Lander in connection with the obtaining of normal financing or almancing of the Premises.
43. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
49. Medlagon and Arbitration of Disputes. An Addendum moulding the Mediation and/or the Arbitration of an disputes between the Padbs
mdlor Brokers adding out of this Lease 0 Is 0 In not atlached to this Lean.
W. Americana with Diaablllllee ACL Since compliane, with the Americana with Disabilities Ad (ADA) is dependent upon Lessee's sperm use
of Om Premises, Lessor makes no warmly Or uWaserM1dgn as W whether or' 'Of the Premises campy with ADA or any similar bgislabom. In the
event that L.ssoWs use of the Premises fouls s modifications or additions to the Premises in order to be in ADA compliance. Lessee agrees to make
any such necessary modifications smaller additions at Lessee's expense.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND
BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE
INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
ATTENTION- NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY
BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH
IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
1 RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION
SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES,
A � PAGE 10 OF i]
INITIALS INITIALS
02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7-4101E
THE STRUCTURAL INTEGRITY, THE CONOTRON OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR
LESSEETI INTENDED USE.
WARNING' IF THE PREMISES IS LOCATED IN A STATE OTHER MAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO
BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.
The Me hereto hove executed this Lease at the Pl— end on Me darts specirled above their respective signatures.
E..W at Veymnn. California Executed at
On: July 7, 2004 On: ,
Sy LESSOR: By LESSEE:
CITY OF VERNON STANDARD PAPER BO% CORP.. A CALIPORNIA
CORPORATION
Name Printed: Bruce V. Halkenhorst Name Phsed fj�• {� j p • . L
Tom: City Administrator/City Clerk TftL C �.p By: By:
Name Press: Name Prou d:
Mes Tree:
Address: 4305 Santa Fe Avenue Address: i3e I �, //epy0e,
Vernon. CA 90058 !/i4eitkt _ r A Y04gr
Telephane:(_3 503-8811 -Tesiphorw9wS`aC'—/90G
Faaimuc(M 826-1438 Fecs1.IIst _' Z - OrI G
Federal ID No. Federal ID No.
BROKER: BROKER:
All Alin:
Tug. Tree:
Address: Addreaa:
Teleyhorw:(_) Teahphwle:(_)
Facsimile:(_) FecaimlN:(_)
Federal ID No. Federal ID No.
9-\WInAl2.01T1m CYDingle-Tenant Luse-NoL\dq of Veman 6-I4-04M
NOTE: Morris forme are often modlNed to meet the changing requirements of law and Industry needs. Always writs or pit to
make sure you are utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 So. Plower Street,
Suite 600, Los Angeles, California 90017. (217) 687.8777. Fax No. (210) 687-6616
0 Copyright 2001- By AIR Commercial Reel Estate Association. All rights reservetl.
No Pan of Chase worts may be reproduced In any form without permission In willing.
PROVED TO FORH:
WiAlaird 7
i, putt' City Attomey
—11LY_- PAGE 17 OF tT
INITIALS INITIALS
02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7J/01E
I
Addendum to AIR Commercial Real Estate Association
Standard Industrial/Commerchd Single -Tenant Lease — Net
Lessor: City of Vernon
Lessee: Standard Paper Box Corp.
Premises: 2301 East Vernon Avenue, Vernon, California
Dated: June 14, 2004
50.1 Addendum: This Addendum (the "Addendum") is attached to and made a part of that
certain AIR Commercial Real Estate Association Standard Industrial/Commercial Single -
Tenant Lease -- Net (the "Lease"). In the event of any conflict or inconsistency between
the provisions of the Lease and this Addendum, the terms of this Addendum shall control.
Any initially capitalized term used in this Addendum that is not defined herein shall have
the meaning ascribed to such term in the Lease. All references in the Lease or in this
Addendum to the Lease shall be deemed to mean and refer to the Lease, as amended by
this Addendum.
50.2 Purchase Agreement: This Lease is entered into pursuant to that certain Standard Offer,
Agreement and Escrow Instructions for Purchase of Real Estate, dated as of April 26,
2004, including all amendments thereto (collectively, the "Purchase Agreement"), entered
into by the Lessor, as Buyer, and the Lessee, as Seller. This Lease shall become
effective, if at all, only upon the Closing for the purchase and sale of the Premises
pursuant to the Purchase Agreement. In the event of any conflict or inconsistency
between the provisions of the Purchase Agreement and this Lease, the provisions of the
Purchase Agreement shall control.
50.3 Condition of Premises: Lessor makes no representations or warranties to Lessee
regarding the condition of the Premises. Lessee has been operating a business at the
Premises for a number of years, and Lessee is continuing to occupy the Premises during
the term of this Lease. Lessee acknowledges that Lessee is continuing its occupancy of
the Premises based on Lessee's knowledge of the conditions of the Premises and all
systems located at the Premises, and that Lessee is leasing the Premises from Lessor in
their "AS IS" condition, with all faults, whether known or unknown. No maintenance or
repairs of any aspect of the Premises whatsoever (including any structural repairs or
repairs to systems) will be made or paid for by Lessor. Lessee further agrees that Lessee
will comply with all laws relating to Hazardous Substances with respect to the Premises
during the term of this Lease, and that Lessee will be fully responsible for any release or
discharge of any Hazardous Substance, or any contamination caused by any Hazardous
Substance on the Premises, that occurs during the term of this Lease. At the expiration of
the term or upon the earlier termination of this Lease, Lessee shall deliver the Premises to
Lessor in the condition required by the Purchase Agreement and by this Lease.
50.4 Lessee's Obligations; Termination of Lease by Lessee: Not later than three (3) months
after the commencement of the term of this Lease on August 3, 2004 i.e., by not later
than November 2, 2004), Lessee shall perform all of the following: (a) Lessee shall
deliver to Lessor the certification described in Section 13.68(a) of City of Vernon
Ordinance No. 961; (b) Lessee shall remove from the Premises all of Lessee's personal
property, f rmitme and fumishings, which are listed on Exhibit A attached to the
Purchase Agreement, pursuant to Paragraph 2.5. of the Purchase Agreement, including,
without limitation, all of Lessee's printing press equipment, other equipment, personal
property and debris; and (c) Lessee shall vacate the Premises. Upon Lessee's
performance of all of the obligations described in clauses (a), (b) and (c) above of this
Paragraph 50.4, the Lease shall be terminated; provided, however, that the Lease shall not
be terminated as provided above earlier than one and one-half months after the
commencement of this Lease i.e. the Lease shall not be terminated as provided above
earlier than September 18, 2004). As provided in Paragraph 26.7 of the Purchase
Agreement, if this Lease is terminated earlier than three (3) months after the Closing
under the Purchase Agreement, then the pro -rated portion of the unearned rent and the
Security Deposit shall be returned to Lessee immediately by Lessor and/or by the Escrow
Holder under the Purchase Agreement, as applicable; provided, however, that this Lease
shall not be terminated earlier than September 18, 2004, as provided above.
50.5 Escrow Holder: As contemplated by the Purchase Agreement, the Security Deposit and
the total rent under the Lease are being held by the Escrow Holder as part of the "Lease
Holdback" (as defined in the Purchase Agreement). Lessee and Lessor agree to
reasonably cooperate with each other, as necessary, and to instruct Escrow Holder in
writing to deliver the Security Deposit and the rent payments, when due under the Lease,
to Lessor, and/or to instruct Escrow Holder to promptly return to Lessee the prorated
portion of the =earned rent and the Security Deposit upon the termination of the Lease.
50.6 Hazardous Substances; Applicable Requirements: Paragraphs 6.2 and 6.3 of the
Lease are deleted in their entirety. At the expiration of the term or earlier termination of
the Lease, Lessee shall deliver the Premises to Lessor in the condition required by the
Purchase Agreement and by this Lease. With respect to Paragraph 6.4 of the Lease,
Lessor and the "Department" (as defined in the Purchase Agreement) and their respective
contractors and consultants shall also have the right to enter the Premises, at reasonable
times after reasonable notice, for the purpose of inspecting and testing the condition of
the Premises in connection with approving and issuing the "Certificate of Closure" (as
defined in the Purchase Agreement) for the Premises.
50.7 Maintenance; Repairs, Etc.: Paragraphs 7.1 and 7.2 of the Lease are deleted in their
entirety. In the event of any conflict or inconsistency between the provisions of
Paragraphs 7.3 or 7.4 of the Lease and the provisions of Paragraph 2.5 and Exhibit A, or
any of the other provisior}s, of the Purchase Agreement, the provisions of the Purchase
Agreement shall control. At the expiration of the term or earlier termination of the Lease,
Lessee shall deliver the Premises to Lessor in the condition required by the Purchase
Agreement and by this Lease.
50.8 Insurance: Paragraphs 8.1 through 8.5 and Paragraph 8.9 of the Lease are deleted in
their entirety. During the term of the Lease, Lessee shall maintain in full force and effect,
at Lessee's sole cost and expense, Lessee's existing insurance policies with respect to
Lessee's personal property items, including equipment and machinery, and with respect to
liability insurance, except that Lessor shall be named as an additional insured on Lessee's
existing liability insurance policy. As of the Closing under the Purchase Agreement,
Lessee's real property insurance with respect to the Premises shall be cancelled. During
the term of the Lease, Lessor shall maintain in full force and effect, at Lessor's sole cost
and expense, commercially reasonable policies of insurance with respect to the real
property comprising the Premises, and Lessor may also, in Lessor's sole discretion, elect
to maintain Lessor's own liability insurance policy. Lessor shall be named as an
additional insured only with respect to Lessee's liability insurance policy, and not with
respect to Lessee's personal property insurance. Lessee shall not be required to be named
as an additional insured with respect to any policies of insurance maintained by Lessor.
50.9 Damage or Destruction: Paragraphs 9.1 through 9.7 of the Lease are deleted in thew
entirety. Upon the expiration of the term or the earlier termination of the Lease, Lessee
shall deliver the Premises to Lessor in the condition required by the Purchase Agreement
and by this Lease; provided, however, that if there shall have occurred prior to the
expiration of the term or the earlier termination of the Lease a destruction of, or damage
or loss to, the Premises, from any cause whatsoever, which would cost S 10,000.00 or less
to repair, then, upon Lessor's written request, Lessee shall repair or cure such loss, and, in
such evert, Lessor shall make any applicable insurance proceeds available to Lessee on a
reasonable basis for that purpose. Notwithstanding the foregoing, if there shall have
occurred prior to the expiration of the term or the earlier termination of the Lease a
destruction of, or damage or loss to, the Premises, from any cause whatsoever, which
would cost more than $ 10,000.00 to repair, then neither Lessor nor Lessee shall be
obligated to repair or cure such loss, but this Lease may thereupon be terminated by
either Lessor or Lessee by written notice to the other party; provided, however, that
Lessee shall not terminate this Lease pursuant to this Paragraph 50.9 earlier than
September 18, 2004; and provided, further, that notwithstanding such termination of this
Lease by either party, Lessee shall remain obligated to perform Lessee's obligations
pursuant to Paragraph 50.4 above, and Lessor hereby grants to Lessee and to Lessee's
contractors and consultants, to the extent required, the right of entry and access to the
Premises for the purpose of performing such obligations pursuant to Paragraph 50.4
above, notwithstanding such termination of the Lease.
50.10 Real Property Taxes and Personal Property Taxes: With respect to Paragraph 10 of
the Lease, Lessee and Lessor hereby agree that, upon the expiration of the term or earlier
termination of the Lease, Lessee and Lessor shall promptly agree in writing as to the
amount of Real Property Taxes owing by Lessee to Lessor during the period that the
Lease was in effect, and such amount shall be deducted from the Security Deposit and
retained by Lessor prior to Lessor's returning the balance of the Security Deposit to
Lessee upon the expiration of the term or earlier termination of this Lease. If the supple-
mental tax bills applicable to the period that the Lease was in effect are not received by
the parties until after the Lease is terminated, the parties agree to re -prorate such Real
Property Taxes between themselves promptly following receipt of such supplemental tax
bills, as follows: Lessee shall pay for all Real Property Taxes attributable to the period
that the Lease was in effect, and Lessor shall pay for all Real Property Taxes from and
after the termination of the Lease. With respect to personal property taxes described in
Paragraph 10.4 of the Lease, all of Lessee's machinery and equipment will be removed
from the Premises on or before the termination of the Lease pursuant to Paragraph 2.5 of
the Purchase Agreement. Lessee shall be responsible for all personal property taxes with
respect to any items of personal property that are located at the Premises through the
termination of the Lease, and, with respect to any items of machinery or equipment, or
any other personal property items, that are removed by Lessee from the Premises, Lessee
shall continue to be responsible for the personal property taxes attributable to such items,
notwithstanding the termination of the Lease.
50.11 Brokers: There are no Brokers with respect to this Lease. Paragraphs 15.1, 15.2 and 25
of the Lease are deleted in their entirety.
50.12 Guarantor: There is no Guarantor of this Lease. Paragraph 37 of the Lease is deleted in
its entirety.
AGREED AND ACCEPTED"LESSEE": AGREED AND ACCEPTED -"LESSOR":
STANDARD
PAPER BOX CORP. CITY OF VERNON
By: By:
Bruce V. Malkenhorst
Date: iT✓�.;P _ 2 w e74 Date: July 7, 2004
PROVED AS TO FORM
Willard tam ichi(yeputy City Attorney
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non -Residential)
AIR Commercial Real Estate Association
1. Buyer.
1.1 C
through an escrow ('Eserow') to close w s
('Especlad Clotting Date9 to be held by
w4toseaddresils520 North Brand
from the
April 26, 2004
(Date for Reference Purposes)
(,Buyer")
a'PutY).
, Phone No. 510-551-5370 , Facsimile No. 818-240-9584
upon the terms and conditions set forth In this agreement ('Agreement'). Buyer shall have the right to assign Buyers rights hereunder, but any such
assignment shall not relieve Buyer of Buyers oliigations herein unless Seller expressly releases Buyer.
1.2 The term 'Date of Agreamant' as used herein shall be the date when by execution and delivery (as defined in paragraph 20.2) of this document
or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase,
the Property upon terms accepted by both Parties.
2. Property.
2.1 The real property ('Property') that is the subject of this offer consists of (insert a brief physical description) approximately 6. 04
Isbcatedinthe Cgyof Vernon .Countyaf Los Angeles
Staleof California.1soommonly1movabythessesteddresep12301 East Vernon
and is legally described as: to be described in escrow
(APN: 6302-17-025 I.
2.2 If the legal description of the Properly is not compete or is kmcclaata, this Agreement shall not be invalid and the legal description shall be
completed w ronected to meet the requirements of North American Title (Attn: Debbie Kroman)
(Title Company'), which shall issue the title policy hereinafter described.
2.3 The Property includes, at no additional cost to Buyer, the permanent Improvements thereon, including those Items which pursuant to applicable
law are a pan of the property, as well as the following Items, if any, owned by Seller and at present located on the Property: electrical distribution systems
(power Panel, bus ducting, conduits, disconnects. lighting fixtures); telephone distribution systems (lines, jacks and connections only); space heaters;
heating, ventilating, air coditio0g equipment ('NVAC'); air lines; fire sprinkler systems; security and fire detection systems; carpels; window cowdngs;
wall memYgs; and cranes and craneways
(collectively, the 'Imp.winu s").
2.4 The fire sprinkler monitor. ® Is owned by Seller and included in the Purchase Price, or ❑ is leased by Seller, and Buyer will need to negotiate s
new lease wit, the fire montoring company. r N
2.5 Notwithstanding Esallal 86 Prew9e9-in Paragraph 2.3, the Purchase Price does not include Seger cal ary. furniture and
furnishings. which are listed on Exhlblt A. -removed, and
any trade fixtures connected to equipment being sold may also be removed all of which shall be
removed by Seller prior to Closing and/or prior to the esplratlon of the Lease referred to In Paragraph 26.7.
3. Purchase Prim.
3.1 The purchase price ('Purchase Price') M be pad by Buyer to Seller for the Property shall be
$6, 400, 000. 00 , payable as follows:
(a) Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash
transaction, the Purchase Price): $6, 400, 000.00
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2000-AIR Commerclal Real Estate Association REVISED
S
3
i
i
$6,400,000.00
Initials
Form 017A.48100E
3.2 If Buyer Is taking fitle to the Property subject to, or assuming, an Existing Deed of Trust and such deed of trust permits the beneficiary to
demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a condition to the transfer of the Property, Buyer
agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable Existing Note.
4. Deposits.
4.1 ❑ Buyer has delivered to Broker a check in the sum of $ , payable to Es. Holtler, to be held by Broker
until both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or 0 Buyer shall deliver to Escrow
Holder a check in the sum of $ 200, 000. 00 when both Parties have executed this Agreement and the executed Agreement has
been delivered to Escrow Holder. When cashed, the check shall be deposited Into the Escrows "at acount to be applied toward the Purchase Price of
the Property at Me Closing. Should Buyer and Seller not enter into an agreement for purchase and sale, Buyers check or funds shall, upon request by
Buyer, be promptly returned to Buyer.
4.2 Additional deposits:
(a) Within 5 business days after the Date of Agreement, Buyer shall deposit win Escrow Haller the additional sum of
$ to be applied to the Purchase Price at the Closing.
(b) W imin 5 business days after the contingencies discussed in paragraph 9.1 (a) through (k) are approved or waived. Buyer shall deposit with
Escrow Holder the additional sum of $100, 000. 00 to be applied to Me Purchase Price at Me Closing.
4.3 Escrow Holder shall deposit the funds deposited with It by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively Me'Deposir), in a State or
Federally chartered bank in an interest bearing account whose tens is appropriate and consistent with the timing requirements of this transaction. The
interest therefrom shall accroe to the benefit of Buyer, who hereby acknowledges Mat More may be penalties or Interest forfeitures If the applicable
instrument is redeemed prior to its specified maturity. Buyers Federal Tax Identification Number is . NOTE: Such
interest bearing account cannot be opened unfit Buyers Federal Tax Identification Number is provided.
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5.2 Buyer h8Fmy agrees .8 ditiFFIty P.M., MIS R R9 !he Plow Loan. It Buyer Lie -----
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7. Real Estate Broken.
7.1 The following real estate broker(s) ('Broken') and brokerage relationships exist in this transaction and are consented to by Me Parties (check
ill applicable boxes):
®Lee 5 Associates -Commerce, Inc. represents Seller exclusively ("Settees Broker);
0 McKinney Travers represents Buyer exclusively ('Buyers Broker); or
both Seller and Buyer ('Dual Agency).
The Pates acknowledge that Brokers are the procuring Muse of MIS Agreement. See paragraph 24 for disclosures regarding the nature of a real estate
agency relationship. Buyer shall use the services of Buyers Broker exclusively In connection will any all all negotiations and offers with respect to Me
Properly for a period of 1 year from the Dale of Agreement.
7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, firm, broker or finder in connection
with the negotiation of MIS Agreement andlor Me consummation of the purchase and sale contemplated herein, other than Me Brokers named In
paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers islare entitled to any commission or finders fee in connection with MIS
transaction as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnity, defend, protect and hold the other
harmless from and against any costs, expenses or liability for compensation, commission or charges which may be daimed by any broker, filler or other
similar party, other than said named Brokers by reason of any dealings or ad of Me indemnifying Party.
8. Escrow and Closing.
8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by Me Pates, shall constitute not only the
agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the Mnsumma8m of the Agreement through the
Escrow. Escrow Holder shot rot prepare any further escrow, Instructions restating or amending Me Agreement unless specifically so instructed by the
Parties or a Broker herein. Subject to the reasonable approval of Me Pates, Escrow Holder may, however, include its standard general escrow provisions.
8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as
defined In paragraphs 1.2 and 20.2 and advise Me Pates and Brokers, in "Ong. of Me date ascertained.
8.3 Escrow Holder is hereby aullorixed and instructed to conduct Me Escrow in accordance with MIS Agreement, applicable law and custom and
practice of the community in which Escrow Holder is located, Including any reporting requirements of the Internal Revenue Cade. In Me event of a conflict
beMreen the law of the state where the Property is located and the law of the state where the Escrow Holder is boated, the law of the state where the
Property is located shall prevail.
8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow, (the 'Closing-) by recording a general
womanly deed (a grant deed in California) and Me other documents required to be recorded, and by disbursing the funds and documents in accordance
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2000-AIR Commercial Real Estate Association REVISED Form OFA I•MOE
with this Agreement. A portion of the Purchase Price equal to three (3) months rent plus the Security deposit for the Lease described In
Paragraph 26.7 shall be held In Escrow and disbursed by Escrow Holder ore provided In paragraph 26.7.
8.5 Buyer and Seller shall each pay one-half of the Escrow Holders charges and Seller shall pay the usual recording fees and any required
documentary transfer taxes. Seller shall pay the premium for a standard coverage owners or joint protection policy of title insurance.
8.6 Escrow Holder shall verity that all of Buyers contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs
9.1 subparogaphs (b), (c), (d), (a), (g), (i), (n), and (a), 9.4, 9.5. 12, 13, 14, 16, 18. 20, 21, 22, and 24 are, however, matters of agreement between the
Parties only and are not Instructions to Escrow Holder.
8.7 If this transaction is terminated for non -satisfaction and non -waiver of a Buyers Contingency. as defined in paragraph 9.2. men neither of the
Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty in this
Agreement. In the event of such termination. Buyer shall be promptly refunded all funds deposited by Buyer with Escow Holder, less only Title Company
and Escrow Holder cancellation fees and costs, all of which shall be Buyers obligation.
8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow Is in condition for Closing; provided, however, that if
the Closing dam not occur by the Expected Closing Date and said Dale is not extended by mutual instructions of the Parties, a Party not then in default
under this Agreement may notify the other PaM• Escrow, Holder, and Brokers, in writing that. unless the Closing occurs within 5 business days following
said notice. the Escrow shall be demand terminated without further notice or instructions.
8.9 Except as othermse provided herein, the termination of Escrow shall not relieve or release either Parry from any obligation to pay Escrow
Holders fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations,
agreements, covenants or warranties contained therein.
8.10 If this Escrow is terminated for any reason other than Sellers breach or default, then at Sellers request, and as a condition to the return of
Buyers deposit, Buyer shall within 5 days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps,
master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall trot be
required to deliver any such report If the written contract which Buyer entered into with the consultant who prepared such report specifically forbids the
dissemination of the report to others.
9. Contingencies to Closing.
9.1 The Closing of this transaction is contingent upon the satisfaction or waver of the following contingencies. IF BUYER FAILS TO NOTIFY
ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL APPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED
THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS DISAPPROVED P.PPR^QVRD SUCH ITEM, MATTER OR DOCUMENT.
Buyers conditional approval shall constitute disapproval, unless provision Is made by the Seller Wthin the time specified therefore by the Buyer in such
conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition Imposed! by Me Buyer. Escrow Holder shall promptly
provide all Parties with copies of any written disapproval or conditional approval which it receives. With regain to subparagraphs (a) through (1) the
pre-printed time periods In Paragraph 26.10 shall control. shall Seeks' J111866 a difforml umbeF of days Is irsionsed In the spaces joes"Ided.
(a) Disclosure. Seller shall make to Buyer, through escrow, all of the applicable disclosures required by law (See AIR Commercial Real Estate
Association ("AIR") standard long entitled *Settees Mandatory Disclosure Statement') and provide Buyer with a completed Property Information Sheet
('Property Information Sheet') contenting the Property. duly executed by or on behalf of Seller in the current forth or equivalent to that published by the
AIR whin 10 or days following Me Data of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the
matters disclosed_
(n) Physical Inspection. Buyer has 10 or days from the receipt of the Property Information Sheet or me Dale of Agreement, whichever Is
Later, to satisfy itself with regard W the Physical aspects and sirs of the Property.
(c) Hazardous Substance Conditions Report. Buyer has 30 or days from the receipt of the Property Information Sheet or the Date of
Agreement, whichever Is later, to satisfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous
Substance Conditions Report conceming the Property and relevant adjoining properfes. Any such report shall be paid for by Buyer. A *Hazardous
Substarl for purposes of this Agreement Is defined as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect,
render it subject to Federal, stale or krW regulation, investigation, remedLafim or removal as potentially injurious to public health or welfare. A'Hazarelous
Substance Condition- for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to me Property of a Hazardous
Substance that would require renunciation and/or removal under applicable Federal, stale or local law.
(d) Sail Inspection. Buyer has 30 or days from me receipt of the Property Information Sheet or the Date of Agreement, whichever Is
later, to enjoy itself with regard to me condition of the soils on the Property. Seller recommends mat Buyer obtain a soil lest report. Any such report shot
be paid for by Buyer. Seller shall provide Buyer copes of any sells report Oct Seller may have within 10 days of the Data of Agreement
(a) Govemme ufal Approvals. Buyer has 30 or days from the Date of Agreement to satisfy itself with regard to approves and pernils
from governmental agencies or departments which have or may have jurisdiction over me Property and which Buyer deems necessary or desirable In
connection with its intended use of me Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and
safely, fire, police, handicapped and Americans with Disabilities Act requirements, transportation and environmental matters.
(f) Cmdd/ons of Tide. Escrow Holder shall cause a current commitment for I to insurance ('Title Commitment') concerning the Property issued
by the Me Company, m well as legible copies of all documents referred W in this Title Commttment ('Undedyln g Documents') to be delivered W Buyer
within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of the Tide Commitment and Underlying Documents to
satisfy itself with regard W the condition of title. The disapproval of Buyer of any monetary encumbrance, which by the terms of this Agreement is not to
remain against the Property after the Closing, shall ned be considered a failure of this contingency, as Seller shall have the obligation, at Salters expense,
to satisfy and remove such disapproved monetary encumbrance at or before me Closing.
(g) Survey. Buyer has 30 or days from the receipt of the Title Commitment and Underlying Documents to satisfy itself with regard to
any ALTA Life supplement based upon a survey prepared to American Land Tile Association ('ALTA') standards for an owners policy by a licensed
surveyor, showing the legal descrpton and boundary lines of me Property, any easements of retard, and any Improvements, poles, structures and things
located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyers direction and expense. If Buyer has
obtained a survey and approved me ALTA title supplement. Buyer may elect within me period allowed for Buyers approval of a survey W have an ALTA
extended coverage owners form of Life policy, in which event Buyer shall pay any additional premium attributable thereto.
(h) Existing Leases and Tenancy Statements. Seller shall within 10 or days of the Date of Agreement provide both Buyer and Escrow
Holder with legible copies of all leases. subleases or rental arrangements (collectively, 'Exlstlng Leases') affecting the Property, and with a tenancy
statement (-Estoppel Ce till" ') in me latest form or equivalent W coal published by me AIR, executed by Seller and/or each tenant and sumenmt of the
Property. Seller shall use its best efforts to have each tenant complete and execute an Estoppel Certificate. If any lerant fails or refuses to provide an
Estoppel Certfcate men Seller shall complete and execute an Estoppel Certificate for mat tenancy. Buyer has 10 days from the receipt of said Existing
Leases and Estoppel Certificates to satisfy itself with regard to the Existing Leases and any other tenancy issues.
(1) Other Agreements. Seller shall within 10 or days of the Dee of Agreement provide Buyer with legible copies of all other agreements
('Omer Agreements-) known to Seller mat will affect the Property after Closing. Buyer has 10 days from the receipt of said Omer Agreements to satisfy
itself with regard to such Agreements.
0) Financing. If paragraph 5 hereof dealing with a financing contingency has not been stricken, the satisfaction or waiver of such New Loan
contingency.
(k) Existing Notes. If paragraph 3.1(c) has act been stricken, Seller shall within /0 or _ days of the Date of Agreement provide Buyer with
legible copies of the Existing Notes, Existing Deeds of Trust and related agreements (C011edively,'Loan Documents') W which the Property Wtl remain
subject after me Closing. Escrow Holder shall promptly request from me holders of the Existing Notes a beneficiary statement ('Beneficiary Statement-)
confirming: (1) the amount of the unpaid principal balance, the current Interest rate, and the dale to which Interest is paid, and (2) the nature and amount of
my impounds held by me beneficiary in connection with such Wan. Buyer has 10 or _ days from the receipt of the Loan Documents and Beneficiary
Statements to satisfy itself with regard to such financing. Buyers obligation to dean is conditioned upon Buyer being able W purchase the Property without
acceleration or change In me terms of any Existing Notes or charges to Buyer except as otherwise provided In this Agreement or approved by Buyer,
provided. however. Buyer shall pay the transfer fee referred to in paragraph 3.2 hereof.
(1) Personal Property. In the event mat any personal property, Is Included in the Purchase Price, Buyer has 10 or days from the Data of
Agreement W satisfy Itself with regard to the title condition of such Pommel property. Seller recommends that Buyer obtain a UCC-1 report. Any such
report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances affecting such personal property that it Is aware of wimin
10 or days of the Date of Agreement.
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2000-AIR Commercial Real Estate Association REVISED Form OFA4-8/100E
(m) Desliuction, Damage or Lass. There shall not have occurred prior to the Closing, a destruction of, or damage or loss to, the Property, or any
portion thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure Is $10,000.00 or less,
Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing more than
$10.000.00 to repair or cure, to either laminate this hareacOon or to purchase the Property notwithstanding such loss, but without deduction or offset
against Me Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this transaction. Buyer shall be
entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage
or loss has occurred prior to Closing.
(n) Material Change. Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to
such change.'Material Change' shall mean a change in the status of the use, occupancy, tenants, or condition of the Property that occurs after the date
of this offer and prior to the Closing. Unless otherwise notified In writing, Escrow Holler shall assume that no Malarial Change has occurred prior M the
Closing.
(o) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be
performed by Seller under this Agreement.
(p) Warranties. That each representation and warranty of Seller herein be true and correct as of the Closing. Escrow Holder shall assume Mal
this condition has been satisfied unless notified to the contrary in wing by any Party prior to the Closing.
(q) Brokerage Fee. Payment at the Closing of such brokerage fee as is speci0ed in this Agreement or later written instructions to Escrow Holder
executed by Seller and Brokers ('Brokerage Fae'). It is agreed by the Parties and Escrow Holder that Brokers are a third party benefcary of this
Agreement Insofar as the Brokerage Fee is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee specified In
this Agreement, without the written consent of Brokers.
9.2 All of the contingencies speed in subparagraphs (a) through (p) of paragraph 9.1 are for the benefl of, and may be waived by. Buyer, ad
may be elsewhere herein retained to as 'Buyer Conr ngenciesl See also Paragraph 26.11.
9.3 If any Buyer's Contingency or any other matter subject to Buyers approval is disapproved as provided for herein in a timely manner
('Disapproved Item'), Sella shall have the right within 10 days following the receipt of riches of Buyer's disapproval to elect to cure such Disapproved
Item Prior to the Expected Closing Date ('Sellars Election'). Seller's failure to give to Buyer within such period. written notice of Sellers commitment to
cure such Disapproved Item on or before Ibe Expected Closing Dale shall be conclusively presumed to be Seller's Election not to cure such Disapproved
Item. If Seller elects, either by written notice or failure to give written miles. not to cure a Disapproved Item, Buyer shall have the election, within 10 days
after Seller's Election to either accept title to the Property subject to such Disapproval Item, or to terminate this transaction. Buyers failure to notify Seller
in writing of Buyer's election to accept Ode to the Property, subject to the Disapproved Item without deduction or offset shall constitute Buyers election to
terminate this transaction. Unless expressly provided otherwise herein, Seller's right to cure shall not apply w the remediation of Hazardous Substance
Conditions or to the Financing Contingency. Unless the Parties mutually Instruct otherwise. IT the time periods for the satisfaction of contingencies or for
Settees ant Buyers said Elections would expire on a dale after the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3
business days following the expiration of: (a) the applicable contingency remedial, M) the period within which the Seller may elect to cure the Disapproved
Item, or (c) if Seller elects not to cure, the period within which Buyer may elect to proceed with this transaction, whichever Is later.
9.4 Buyer understands and agrees that until such time as all Buyer's Contingencies have been Satisfied or waived, Seller and/or its agents may
solicit, entertain and/or accept backup offers to purchase the subject Property.
9.5 The Parties ackrowedge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for
the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of
Me impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge Nat they have been advised by Broken
to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on this Property or adjoining properties,
and Buyer and Sella are not relying upon any Investigation by a statement of Brokers with respect thereto. The Parties hereby assume all responsibility
for the impact of such Hmsmors Substances upon their respective interests herein.
10. Documents Requlredatorbefore Closing:
10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company
and provide copies thereof to each of the Parties.
10.2 Seller shall deliver to Escrow Holder in hone for delivery to Buyer at tine Closing:
(a) Grant or general warranty deed, duly executed and in recordable form, conveying fee Ode to the Property to Buyer.
(b) If applicable, Me Beneficiary Statements concerning Existing Nole(s).
(c) If applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The
assignment of Edstng Leases shall be on the most recent Assignment and Assumption of Lessors Interest In Lease form published by the AIR or its
equivalent.
(d) If applicable, Estoppel Certificates executed by Seller and/or Me laconic) of the Property.
(a) An affidavit executed by Seller to the effect Mat Seller is not a *foreign person' within the meaning of Internal Revenue Code Section 1445 or
successor statutes. If Seller does not provide such affidavit In forth reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow
Holder shall at Me Closing deduct from Sellers proceeds and remit to Internal Revenue Service such sum as Is required by applicable Federal law with
respect to purchases from foreign sellers.
(f) If the Property is located in California, an affidavit executed by Seller to the effect Mel Seller is net a "nonresident' within the meaning of
California Revenue and Tax Gods Section 18662 or successor statutes. If Seller does not provide such affidavit In form reasonably satisfactory to Buyer at
least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such
sum as is required by such statute.
(a) If applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer.
(h) If the Seller is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the Sale of the Property.
10.3 Buyer shall deliver to Seller through Escrow..
(a) The cash portion of Me Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by
Buyer wW Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder as immediately collectable funds, no later than
2:00 P.M. on Me business day prior to the Expected Closing Date.
(b) If a Purchase Money Note and Purchase Money Dead of Trust are called for by Mls Agreement, Me duly executed originals of those
documents, Me Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on Me improvements in Me amount of
the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seiler of notice of
the status of payment of real property taxes during Me life of the Purchase Money Note.
(e) The Assignment and Assumption of Lassoes Interest in Lease forth specified in paragraph 10.2(c) above. duly executed by Buyer.
(it) Assumptions duly executed by Buyer of the obligations of Seller Mal accrue after Closing under any Other Agreements.
(a) If applicable, a written assumption duly executed by Buyer of the can documents with respect to Existing Notes.
(f) If the Buyer is a corporation, a duly executed corporate resolution authodzing Me execution of this Agreement and the purchase of Me
Properly.
10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, If elected pursuant to 9.1(g)) owners forth
polity of tide insurance effective as of Me Closing, issued by the Tide Company in Me full amount of the Purchase Price, insuring Oils to the Properly
vested in Buyer, subject only to Me exceptions approved by Buyer. In Me event there is a Purchase Money Deed of Trust in Met transaction, Me policy of
Otle insurance shall be a joint protection policy Insuring both Buyer and Seller.
IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION
WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN
THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN
THE PROPERTY THAT YOU ARE ACQUIRING.
11. Prorations and Adjustments.
11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based
upon the latest lax bill available. The Parties agree to prorate as of Me Closing any taxes assessed against the Property by supplemental bill levied by
reason of events occurring prior W de Closing. Payment of the prorated amount shall be made Promptly In cash upon receipt of a copy of any
supplemental bill.
11.2 insurance. WARNING: Any insurance which Seller maintained will terminate on Me Closing. Buyer Is advised to obtain appropriate insurance to
cover the Property.
11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on Existing Notes. uMiges, and operating expenses shall be prorated as of Me, date
of Closing. The Parties agree to Promptly adjust between themselves outside of Escrow any rents received after the Closing.
11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to Me cash required of Buyer at the Closing.
11.5 Post Closing Matters. Any item to be prorated that is not determinetl or determinable at Me Closing shall be promptly adjusted by the Parties by
appropriate cash payment outside of the Escrow when the amount due Is determined.
11.6 Variations in Existing Note Balances. In Me event Mat Buyer is purchasing Me Property subject to an Existing Deed of Trost(s), and in Me event
Mat a Beneficary Statement as to Me applicable Existing Note(s) discloses Mat Me unpaid principal balance of such Existing Note(s) at Me Closing will be
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2000-AIR Commercial Real Esbte Association REVISED Farm OFA-44ME
more or less than the amount set forth In paragraph 3.1(c) hereof ('Exisgng Note Variation'), than the Purchase Money Nots(s) shall be reduced or
increased by an amount equal to such EAs1mg NOW Variation. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph
3.1(a) shall be reduced or Increased by the amount of such Existing Note Variation.
11.7 Variations in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set font
in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be reduced by the amount of such excess.
12. Representation and Warranties of Seller and Disclaimers.
12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and, are true, material and
relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers:
(a) Authority of Seger. Seller is the owner of the Property andior has the full right, power and authority to sell, convey and transfer the Property to
Buyer as provided herein, and to perform Sellefs obligations hereunder.
(b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided In paragraph 9.1(m) hereof, Seller shall
maintain the Property, until the Closing In Its present condition, ordinary wear and tear excepted. The HVAC, plumbing, elevators, loading doors and
electrical systems shall be in good operating order and condition at the time of Closing.
(c) Hazardous SubsfancesrStorsge Tanks. Seller has nor knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior
existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above a below ground storage WNL
(d) Compliance. Seller has no knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes or
covenants, conditions or restrictions, or of Improvements or altercations made to the Property without a permit where one was required, or of any unfulfilled
order or directive of any applicable governmental agency or casualty insurance company requiring any Invesfigaffon, remediation, repair, maintenance or
improvement be performed on the Property.
(a) Changes to Agreements. Prior to the Closing. Seller will not violate or modify any Existing Lease or Other Agreement. or create any new
leases or other agreements effecting the Property, without Buyer's written approval, which approval will not be unreasonably withheld.
(f) Possessory Rights. Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as
disclosed by this Agreement or otherwise in writing to Buyer.
(g) Mechanics' Liens. There are no unsafisfied mechanics' o materialmece' lien rights concerning the Property.
(h) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings Pending or threatened before any commission,
board, bureau, agency, arbitrator, court or tribunal that would affect the Property or the right to occupy or utilize same.
(1) Nofke of Changes. Seller will promptly notify Buyer and Brokers In writing of any Material Change (see paragraph 9.1(n)) affecting the
Property that becomes known to Seller Prior to the Closing.
0) No Tenant Bsnknupfcy Proceedings. Seller has nor notice or knowledge Nat any tenant of the Properly is the subject of a bankruptcy W
insolvency proceeding.
(k) No Seller Bamkmptcy Proceedings. Seller is not the subject of a bankruptcy, Insolvency or probate proceeding.
(1) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in
the Purchase Price nor larowledge of any lien or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise in
writing to Buyer.
12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its existing condition and
Mil. by the time called for herein, make or have welved all inspections of the Property Buyer believes are necessary to protect Its own interest in, and its
contemplated use of, the Progeny. The Parties acknowledge that, except as otherwise Slated in this Agreement, rho representations, inducements.
promises. agreements, assurances, oral or written, concerning Me Property, or any aspect of the occupational safety and health laws, Hazardous
Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto.
12.3 In the event that Buyer learns that a Seller representation or warranty might be undue prior to the Closing, and Buyer elects to purchase the
Property anyway then, and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said
representation or warranty.
12.4 Any environmental reports, Soils reports, surveys, and other similar documents which water prepared by third party consultants and provided to
Buyer by Seller or Sellefs representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the
sufficiency, accuracy, completeness, anti/or validity of said documents, all of which Buyer relies on at Its own risk. Seller believes said documents le be
accurate, but Buyer is advised to retain appropriate consultants to review said documents and Investigate the Property.
13. Possession.
Possession of the Property shall be given to Buyer at the Closing subject to Psrseraph 26.7. Me rights at immix UAdAF F 1911wit Leases
14. Buyer's Entry.
At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times and subject to rights of tenants,
to enter upon the Property for the Purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted,
however, wilho st Seller's prior approval which shall not be unreasonably withheld. FWowing any such entry or work, unless otherwise directed In writing by
Seller. Buyer shall return fire Property tO lha condition it trots in prior to such entry or work, including the recompaction or removal of any disrupted soil or
material as Seller may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property
by or for Buyer shall be paid for by Buyer as and when due and Buyer shall Indemnity, defend, protect and hold harmless Seller and the Property of and
from any snot all claims, liabilities, losses, expenses (including reasonable attorneys' fees), damages, including gorse for injury to person or property,
arising out of or totaling to any such work or materials or the ads or emissions of Buyer. its agents or employees in connection therewith.
15. Further Documents and Assurances.
The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing
as and when required by this Agreement. The Parties agree to provide all further Information, and to execute and deliver all further documents, reasonably
required by Escrow Holder or the Tithe Company.
16. Attorneys' Fees.
If any Party or Broker brings an action ar proceeding (Including arbitration) involWg tre Property whether founded in tort, contract or equity, or to declare
rights hereunder, the Prevailing Perry (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys'
fees. Such fees may be awarded in the same suit or recovered In a separate SuiK, whether or not such action or proceetling Is pursued to decision or
judgment. The term'Ptovalling Party shall include, without limitation, a Pony or Broker who substantially oblains or defeats the milef sought, as the case
may be, whether by compromise, settlement, judgment. or the abandonment by the other Party or Broker of its claim c, defense. The attorneys' fees award
shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attomeys' fees reasonably incurred.
17. Prior Agreements/Amendments.
17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.
17.2 Amendments to this Agreement are effective only 9 made in writing and executed by Buyer and Seller.
is lit-shlo•
19. Notion.
19.1 Whenever any Party. Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request. approval, disapproval or other
communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid, to the address
set font in this Agreement or by facsimile transmission.
19.2 Service of any such communication shall be deemed made on the date of actual receipt B personally delivered. Any such communication not by
regular mail shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or overnight courier that
guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or couder. Communications transmitted by
facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt (confirmation report from fax machine is sufficient), provided a
copy Is alse delivered via delivery or mall. If such communication is received on a Saturday. Sunday or legal holiday, it shall be deemed received on the
next business day.
19.3 Any Pony or Broker hereto may from time to lime, by notice in writing, designate a different address to which, or a different person or additional
persons to when, all communications are thereafter to be made.
20. Durationof Offer.
20.1 If this offer is not accepted by Seller On ar before 5:00 P.M. acceding to the lime standard applicable W the city al
Commerce on the date of May 20, 2004 .it shall
be deemed automatically revoked.
20.2 The acceptance of this agar, Or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in
paragraph 1.2, shall be deemed made upon delivery to the other Party Or either Broker herein of a duty exacudad writbg uncorks temapy accepting the last
outstanding offer or counteroffer.
Initials Page 5 of 8 Initials
2000-AIR Commercial Real Estate Assoclatlon REVISED Form OFA4 MOE
21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both Parties).
THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS
AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES
PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED
DAMAGES IN THE AMOUNT OF $300, 000. 00 . UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL
BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY
CHARGES SHALL BE PAID BY SELLER.
Buyer In a sallow,
Buyer Initials Seller Initials
23. Miscellaneous.
23.1 Binding EffecL This Agreement shall be bidding on the Parties without regard to whether or not paragraphs 21 add 22 are initialed by
both of the Parties. Paragraphs 21 and 22 are each Incorporated Into this Agreement only if initialed by both Parties at the time thel the Agreement is
waddled.
23.2 Applicable Law. This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the
Property is located.
23.3 Time of Essence. Tme Is of the essence of this Agreement.
23.4 Counterparts. This Agreement maybe executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and
all of which together shall constitute one and the same instrument. Escrow Holder, alter verifying that the counterparts are Identical except for the
signatures, is authorizetl and instructed to combine vie signed signature pages on one of the Iounterparts, which shall then constitute the Agreement.
23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
23.6 Conflict. Any conflict between the printed provisions of this Agreement add the typewritten or handwritten provisions shall be
controlled by Me typewritten or haddwritten provisions.
24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
24.1 The Parties and Brokers agree that their relabonship(s) shall be govemed by the principles set forth in the applicable sections of the California
Civil Code. as summarized in paragraph 24.2.
24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the outset urk ersladd
what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the
Brokers in this transaction, as follows:
(a) Sellers Agent, A Sellers agent under a listing agreement with the Seller acts as the agent for the Seller only. A Sellers agent or subagent
has the following affirmative obligations: (1) To the Seller. A fiduciary duty of utmost care, Integrity, honesty, add loyalty in dealings with the Seller. (2) To
the Buyer and the Seller. a. Diligent exorcise of reasonable skills and care In performance of the agent's duties. b. A duty of honest and fair dealing and
good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the pmpeity that are not known to, or within the
diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential Information obtained from the other
Party which does not involve vie affirmative duties set forth above.
(b) Buyers Agent. A selling agent can, with a Buyers consent, agree to act as agent for the Buyer only. In these situations, the agent is not the
Sellers agent, even If by agreement the agent may receive compensation for services rendered, either in full or In pan from the Seller. An agent acting
only far a Buyer has the following affirmative obligations. (1) To the Buyer. A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with
the Buyer. (2) To the Buyer and the Seller. a. Diligent exercise of reasonable sltills add care in performance of the agent's duties. b. A duty of honest and
fair dealing add good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known
to, or within the diligent attention add observation of, the Parties. An agent Is not obligated to reveal to either Party any confidential information obtained
from the other Party which does not involve the affirmative duties set forth above.
(c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate licenses, can legally
be the agent of both the Seller add the Buyer in a transaction, but only with the knowledge and consent of both me Seller and the Buyer. (1) In a dual
agency situation, the agent has the following affirmative obligations to both an, Seller and the Buyer. a. A fiduciary duty of utmost care, integrity, honesty
Initials Page 6 of 8 Initials
20004UR Commercial Real Estate Association REVISED Form OFA<8100E
and loyalty 16 the dealings with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated above In their respective sections (a) or (b)
of this paragraph 24.2. (2) In representing both Seller and Buyer, the agent may hot Without the express permission of the respective Party, disclose to the
other Parry that the Sailer Will accept a once less than the listing price or that the Buyer Will pay a price greater Nan the once offered. (3) The above duties
of the agent In a real estate transaction do not relieve a Seller or Buyer from the responsibility m protect Nair own interests. Buyer and Seller should
carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to
advise about real estate. If legal or tax advice is desired, consult acompetent professional.
(d) FuMer Disclosures. Throughout this transauton Buyer and Seller may receive more than one disclosure, depending upon the number of
agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented, considering the relatronship barman them
and the real estate agent in this transaction and that disclosure. Brokers have no responsibility With respect to any default or breach hereof by either Party.
The liability (Including court costs and attorneys' fees), of any Broker With respect to any breach of duly, error or omission relating to this Agreement shall
not exceed this fee received by such Broker pursuant to this Agreement: provided. however, that the foregoing limitation on each Broker's liability shall not
be applicable to any gross negligence or willful misconduct of such Broker.
24.3 Confidential Information: Buyer and Seller agree to Identify to Brokers as'Confdential' any communication or information given Brokers that Is
considered by such Party to be confidential.
25. Construction of Agreement In construing this Agreement, all headings and tiges are for the convenience of the parties only and shall not be
considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise specifically
Indicated to the contrary, me word -days" as used in this Agreement shall mean and refer to calendar days. This Agreement shall not be construed as If
prepared by one of the parties, but rather accenting to Its fair meaning as a Whole, as if both parties had prepared It.
26 Additional Provisions:
Additional provisions of this offer, if any, are as fallow or are al lchad hereto by an addendum consisting of paragraphs 26.1 through
26.11 . (If there are no additional provisions Who 'NONE*.)
Attached hereto and a part of this Agreement are a) Addendum to Standard Offer,
Agreement and Escrow Instructions for the Purchase of Real Estate (Paragraphs 26.1 to
26.11), b) Property Information Sheet c) Seller's Mandatory Disclosure Statement, and d)
Lee 6 Associates Disclosure for Purchase.
R AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION
IT RELATES. THE PARTIES ARE URGED TO:
SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.
RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVES'
IULD
_UDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPE
EGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR
IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA. CERTAIN PROVISIONS OF THIS AGREEMENT MAY
NOTE:
J. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.
2. IF THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.
The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges mcelpl of a copy hereof.
BROKER
MCKINNEY TRAVERS
Tiller_
Address:
Telephone:
Facsimile:
Federal to I
APPROVED AS TO FORM:
ERIC T. FREM. Tty-AttIlsi
BUYER:
CITY OF VERNON
BY
Date: 1 0
Name printed B Uce V. KalkelibPrRt
Tills: City Administrator/City Clerk
TelephonelFaceimfie: 323 5 - 11; 323 -1 8
)DSO:
Name Printed:
Title:
Address: 4305 Santa Fe Avenue
Vernon -CA 90058
Telephona/Fecani (323) 583-8811; (323) 826-1438
Federal ID No. 95-6000808
27. Acceptance.
27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein
specified.
27.2 Seller ed loWledges that Brokers have been retained to locale a Buyer and are the procuring cause of the purchase and sale of the Pmpedy set
forth in this Agreement. In consideration of real estate brokerage service rendered by Brokers. Seller agrees to Pay Brokers a real estate Brokerage Fee In
a sum equal to 5 % of the Purchase Price divided In such shares as said Brokers shall direct in wrong. This Agreement shall serve as an
Inavoceble Instruction to Esorow Holder to pay such Brokerage Fee to Bmkers out of the proceeds accruing to me account of Seller at the Closing.
27.3 Seller acknowledges receipt of a copy hereof and auMorizes Brokers to deliver a signed copy to Buyer.
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.
BROKER: SELLER:
Initials Page 7 of 8 Ini gals
2000-AIR Commercial Real Estate Association REVISED Form OFA44100E
LEE i ASSOCIATES -COMMERCE, INC.
AM:Tim Cronin
THIS: Senior Vice President
Address:500 Citadel Drive, Suite 140
Commerce, California 90040
Telephones: 323-767-2088
Facalmlle: 32 3-720- 84 7 4
Federal ID No. 95-4295544
STANDARD PAPER BOX CORP., A CALIFORNIA
CORPO TION
By.
Dale: c
Name Printed:HOI.
TBe: C E Q
Telepl one/Facsifired
Name
The:
Federal ID No.
These forms are often modified to meet changing requirements of law and needs of the Industry. Always write or call to male sure you am ullllong are meet current
farm: AIR Commercial Real Estate Association. 700 Sauth Flower Street, Suite 600, Los Angeles, CA 90011. t210I 6974777.
CCopyright2000dy AIR Commercial Real Estate Association. AIIrightsreservad.
No Wrt of these weri may M eproducad in any form without permission In willing.
CRONIN/S.Offer/Cty of Yoom 4W 0IM
Initials Page 8 of 8 Initials
2000-AIR Commercial Real Estate Assoclation REVISED Form OFA-4-8100E
Exhibit A
T/A APPRAISAL, INC 19-Mar-04
'(1999) Ford Explorer.
11999) Mercury Grand Marquis.
'(1997) Chevy Corvette.
*(1978) Chevy 112 Ton Pick -Up.
(2) (1989 & 1990) Van Trailers.
OFFICE
(21) PC Computers,
(7) Laser Printers.
Compaq Sample Cad Cam System w/ Computer & Graphic Pro
Plotter,
Prodigy Plus PC Label Printer.
Pool Table.
Graphtec Cutting Pro Table.
(3) Lap Top Computers.
Canon Mod. NP665011, Copier.
PBX Phone System.
Misc. Office Equipment.
OUTSIDE
(1989) Matsumoto Mod. GRA30/B, 30" Paper Celendaring
Machine w/ Heat Rolls, Chill Rolls, Feeder, Stacker, Filter.
S/N 1123
(14) Hyd. Pallet Jacks.
PLATE ROOM
Theimer Vacuum Frame w/ Light Source.
(2) Millington Vacuum Frames.
(3) Light Tables.
PLANT
Heidelberg 10" x 16" Platen Press. (Not In Service)
(1996) Woodward 30" x 40" Jogger Aerator, Hyd. Rollover.
S/N 9005218CNC
(2) Bobst Mod. SPI30E, Autoplaten 51", Auto. Die Cutters, 500
Ton, 51" x 36", 70DO Sheets Per Hour.
SIN 057300711 (1987)
SIN 057301002 (1989)
(1999) Bobst Mod. SP130ERII, 51"Autoplaten Die Cutter, Si-
x 35".
SIN 057703003
(1999) Komori Mod. L-950, 60", "olor Press, Auloplate
Changer, Coster, U.V. Drying, Control Console, Plate Bender,
Prism Tech Chiller.
SIN 142
Plate Bender.
Serra Fonn Rotary Cutter
(1992) Komod Ltthrone 40, Mod. L.640, 28" x 40", 6-Color Printing
Press, Coating, I.R. Drying, Sprayer, Dampening, Color
Controller, Epic 6-Station Water Control System,
S/N 332
Komori Lithrone 50 Mod. 1-650111„50", 6-Color Printing Press,
Color Controls, I.R. Drying, Coating, Sprayer.
SIN 104
(2) Jib Booms w/ Elec. Hoists.
(2) Jib Booms w/ Elm. Hoists
Mercury-Bobst Champlain 44", 7-Color Auto. Gravere Press,
Mercury Uncoiler S/N 1818A44; Zeramd Tensioner, (2) Bobst
Dancer Rolls; (6) Mercury Print Stations S/N's 132041, 132042,
132D43, 132044, 132046, 132046; Mercury Die Cutter S/N
14114; Controller; Air Compressor & Hyd.
Mercury 5-Color Pdnfing Press, Mercury Uncoller SIN M120,
Tension Rolls, Mercury Die Cutter, Power Web Aligner, Hoist
System.
SIN M120
Bac Cooling Tower. (Not In Service)
SIN 83-6088M
(2) Balemaster Horiz. Hyd. Bailers w/ Cyclones.
Worthington 75 H.P. Screw Type Air Compressor.
Zeks Heat Sink Air Dryer.
SIN 124278
Sullair 75 H.P. Screw Type Air Compressor.
Ades Copco Mod. GA55, 75 H.P. Screw Type Air Compressor.
SIN HOL030792
(1996) Marquip Mod. IIIL, 60".Sheeterw/ (2) SplIcem, Web
Tensioner, Decoder, Knife & Slacker.
SIN 70649
Seybold Saber Mod. CKC-8, 50' Power Paper Cutler.
SIN 3591
Nikko Mod. 900BE, Window Machine.
SIN 235
Sperry Gladiator Cellophone Window Machine, 40" x 28".
SIN 1367
International Mod. FZ, Hot Melt Folder Gluerw/ Conveyor.
SIN FZ-A078
(2) Post Mod. Arrow 50BV, 50" Straight Line Folder Gluers w/
Shure Gluers.
SIN 345 (VV) (1968)
SIN 534 (EC) (1972)
(1979) Bobst Domino Mod. 100-M, 30" Straight Line Folder Gluer.
SIN 0324-004-03
Staude 3P Straight Line Folder.Gluer.
(7) Loveshaw Box Tapers.
(2) International Mod. FZ, Right Angle Folder Gluers.
International Mod. FZ, Right Angle Folder Giver.
Water Chiller System.
Richards Super Die Maker Jig 8 Drill.
Sanford 5" x 10' Surface Grinder.
(2) Table Saws.
(13) Muth Benders.
(2) Raymond 3000 Lb. Elea. Stand Up Forklift w/ Chargers.
SIN ET3-95-01567
S/N 0120-85.23489
Clark 3000 Lb. Ekec. Forklift wl Charger.
SIN MO248d8-5607
Nissan 20, 4000 Lb. Pneu. Tire L.P.G. Forklift.
SIN 024889
Hyster 100, 10000 Lb. L.P.G. Forklift wl Clamp.
Nissan 15, 3000 Lb. LP.G. Forklift, Pneu. Tires.
SIN 24116
(2) Cushman Elec. Carts.
(1992) Komatsu Mod. 45. 10000 Lb. L.P.G. Forklift w/ Clamp.
SIN 060128A
(2) Komatsu Mod. FG15, 3000 Lb. LP.G. Forklifts.
SIN 362965A
SIN WA
Power Boss L.P.G. Sweeper.
SIN 651763A
(9) Raymond Elec. Pallet Jacks.
(2002) Orion Mod. L77/14A5, Auto. Pallet Wrapper.
SIN 2002-0412299
Maintenance Department
Misc. Shop 8 Office Equlpment
Addendum to Standard Offer, Agreement
And Escrow Instructions for Purchase of Real Estate
Buyer:
City of Vernon
Seller:
Standard Paper Box Corp.
Premises:
2301 East Vernon Avenue, Vernon, California
Dated:
April 26, 2004
In the event of a conflict between the terms of the Standard Offer, Agreement and Escrow
Instructions and this Addendum, the terms of this Addendum shall control. Any initially
capitalized term used in this Addendum that is not defined herein shall have the meaning
ascribed to such term in the Standard Offer, Agreement and Escrow Instructions.
26.1 Condition of Premises: Controlling over any contrary provision in the Agreement or in
any subsequent disclosure documents, Buyer acknowledges and agrees that Buyer is
purchasing the Property "as is" and in its present condition, and that Seller makes no
warranties or representations regarding the condition of the Property or its suitability for
Buyer's intended use, except for those warranties and representations of Seller that are
specifically set forth in Paragraph 12.1 of the Agreement. Paragraph 12.1 of the
Agreement is hereby amended to provide that Seller's warranties and representations shall
survive the Closing, but only as to claims of which Buyer notifies Seller in writing within
one (1) year after Closing, and not otherwise.
26.2 Reports: Subject to the provisions of Paragraph 12.4 and the other applicable provisions
of the Agreement, Seller shall deliver to Buyer copies of all analyses, tests, reports, or
studies Seller has in its possession relating to the condition of the Property within five (5)
days of opening escrow. The items to be delivered are listed on Schedule 1 attached to
this Addendum, and include all of Seller's soils and geological reports and all of Seller's
environmental reports covering the Property. At Buyer's request, Seller shall reasonably
cooperate with Buyer (at no cost or expense to Seller) in requesting the preparers of any
such reports to issue a "reliance letter" in favor of Buyer so that Buyer will be entitled to
rely upon such reports. Notwithstanding the foregoing, Seller shall have no obligation to
deliver to Buyer any appraisals of the Property or any broker's opinions of value with
respect to the Property or any other proprietary, privileged or confidential information of
Seller relating to the Property, including, but not limited to, Seller's internal financial
analyses, Seller's credit analyses and business plans, materials relating to Seller's cost to
acquire the Property and any other documents or communications subject to the attorney -
client privilege (all of which are referred to as the "Excluded Items").
26.3 Agency: The Seller is represented by Lee & Associates -Commerce, Inc. and the Buyer is
represented by McKinney Travers.
26.4 No Broker Representation or Warranties: Seller and Buyer acknowledge that Broker
has made no representations or warranties regarding the physical condition of the
Premises, or its suitability for Buyer's intended use, and that neither party has made any
representations or warranties to the other (except as expressly set forth in this proposal)
and that Seller and Buyer are relying upon their own independent investigations in
making or accepting this offer. No representations or recommendations are made by
Broker as to the legal sufficiency, legal effect, or tax consequences of this proposal or the
transaction to which it relates. The parties are urged to seek advice of counsel as to the
legal and tax consequences of this transaction.
26.5 Concurrent Offers and Back -Up Offers: Buyer and Seller acknowledge and consent
that Broker may obtain and present concurrent offers to purchase or lease the Property
from one or more prospective buyers or lessees without further notice. Subject to the
rights of Buyer to purchase the Property in accordance with all of the terms and
conditions set forth in this Agreement, Buyer acknowledges and agrees that Seller retains
the right to negotiate and/or receive back-up offers to purchase or lease the Property until
such time that the Closing hereunder actually occurs or this Agreement is otherwise
terminated.
26.6 Leaseback: Upon the Closing, Standard Paper Box and/or its Successors and Assigns
shall have the right to lease the property back for up to three (3) months.
26.7 Lease Form and Timing: Buyer and Seller shall execute an AIR Single Tenant Lease
NNN, subject to such amendments as are mutually agreeable to the parties, within thirty
(30) days after the Date of Agreement (as defined in Paragraph 8.2), which Lease is to
become effective between the parties only upon the Closing hereunder. The lease rate
shall be $42,000.00 per month NNN. Seller shall provide a $42,000.00 security deposit,
and the security deposit and rent payments will be paid to Buyer out of Escrow, as
follows: (a) at the Closing, the $42,000.00 security deposit and the fast month's rent
payment of $42,000.00 will be paid to Buyer by Escrow Holder; (b) on the one -month
anniversary of the Closing, the second months rent payment of $42,000.00 will be paid
to Buyer by Escrow Holder, and (c) on the two -month anniversary of the Closing, the
third month's rent payment of $42,000.00 will be paid to Buyer by Escrow Holder. If the
Lease is terminated earlier than three (3) months after the Closing, then the pro -rated
portion of the unearned rent and the security deposit shall be returned to Seller
immediately by Buyer and/or by the Escrow Holder, as applicable. Mutual agreement on
the terms of the Lease and execution of a mutually acceptable Lease shall constitute one
of Buyer's Contingencies, and shall also constitute a condition to the obligations of Seller
hereunder. If Buyer and Seller fail to execute a mutually acceptable Lease and deposit
same into Escrow by not later than thirty (30) days following the Date of Agreement (as
defined in Paragraph 8.2), then either Buyer or Seller may terminate this Agreement and
cancel the Escrow by written notice to the other party and to Escrow Holder, in which
event this Agreement shall be terminated and the Escrow shall be cancelled in accordance
with the provisions of Paragraph 8.7.
26.8 Binding: This Agreement shall be binding on both parties only upon the mutual
execution and delivery of the Standard Offer, Agreement and Escrow Instructions and
this Addendum by both Buyer and Seller.
26.9 Purchase Price: The parties acknowledge that the Property is being sold by the Seller to
the Buyer hereunder under threat of condemnation. Notwithstanding the foregoing,
Seller acknowledges and agrees that the Purchase Price, together with the rights of Seller
and Seller's successors and assigns under the Lease described in Paragraph 26.7 above,
constitutes all of the consideration that is due to Seller for the sale of the Property, and
Seller hereby waives and relinquishes any relocation assistance and any other
consideration to which Seller may be entitled under local, state, or federal law, except as
otherwise expressly provided for in this Agreement
26.10 Contingency Period. The time period (the "Contingency Period") for the satisfaction or
waiver of all of Buyer's contingencies, including but not limited to those described in
Paragraph 9, shall be thirty (30) days following the Date of Agreement (as defined in
Paragraph 8.2); provided, however, that notwithstanding such time period, Buyer's period
for approving any documents to be provided by Seller, Escrow Holder, the Title
Company, or any other agent of Seller shall be not less than 14 days following Buyer's
actual receipt of any of such items.
26.11 Contingencies: Buyer shall have the Contingency Period set forth in Paragraph 26.10 of
this Addendum to determine, in its sole and absolute discretion, whether it is satisfied
with all aspects of the Property and the transaction, including, without limitation, those
contingencies set forth in Paragraph 9 of the Agreement, the terms of the Lease described
in Paragraph 26.7 of this Addendum, and all other matters related to the Property, includ-
ing economic analyses, issues related to hazardous materials, condition of the Property,
its fitness for a particular use, marketability, prospects for future development, use, or
occupancy, and any other matter related to Buyer's use of the Property. Notwithstanding
anything to the contrary in Paragraph 9.3 of the Agreement, Buyer and Seller
acknowledge that Buyer may, in its sole and absolute discretion, determine, during the
Contingency Period, that there are issues related to the condition of the Property, such as
marketability or prospects for future development or existence of Hazardous Substances
on the Property, that are not subject to cure by Seller, and that Buyer may terminate this
Agreement, and obtain a full refund of its Deposit, if Buyer does not approve Buyer's
Contingencies within the Contingency Period for a reason that is not subject to cure.
AGREED AND ACCEPTED -"SELLER": AGREED AND ACCEPTED -"BUYER":
STANDARD PAPER BOX CORP. CITY OF VERNON
By: ��1 By: -,Z�
BRUCE V. MALKENHORST, City Administrator/
Date: a/Y�OY Date: 61-2101 City Clerk
APPRjO�pgp®_ AS TO 0
Cam_ �
ERIC T. CH, City Attorney
SCHEDULE 1 TO ADDENDUM
LIST OF ITEMS TO BE DELIVERED TO THE BUYER BY THE SELLER
FOR 2301 E. VERNON AVE., VERNON, CALIFORNIA
* Roof Certification Report (m be delivered to Buyer when Sellers roof
inspection is completed)
* Phase I and Phase II Environmental Reports from Smith -Emery
* 2 Demolition Bids
* Copy of Quarterly Contract with C & L Refrigeration on HVAC
• All plans and specifications in Sellers possession relating to the
Property (Note: Seller does not have a complete set of plans - Buyer to
verify and warm whether any plans and specifications are missing
and/or incomplete)
• Property Tax Bill
In the event Escrow is cancelled, the above mentioned items shall be returned to Seller,
immediately.
.. I
I-, - I I I I.., , , ,
DISCLOSURE FOR PURCHASE AND 6AL6 AGREEMENT
For AEA Purchase and Be. Agrwmmot (Who Prepared by Lae&Astonishes)
Pnea ! x Ol! SI' 0.NON LE VE C O
1. 1.BGAL SPPECT. Vpw wup4ow of • bWdivg Purohus ad SW Agrmdavnt (Ws •Purchuv Agreev:®P), earl any
mmrwoGer Wwb,SaB nand Buywboth ivtel bbalsa bivdivII IeBJ eIIram,m, an Wapurchaseused Pmverae no.W um.and000lunjsm
form Wesel. Seller red law, souln ffiftsiced give Legal & AlwL4br-C w, lm, and I e & Awm4nslvduavy, Pur hale Agrer "Broker') ass
cot qumo ed b prwace eby our J,W.rived n Bu .to ommul m couueir them u banY —,. in w.-.. do. wit W Purchase each may
and any
..
broRu. Hmkw hereby Of
Sellw and Buyu b e or in
with osc respective emrneya to comwdm with my gawdom each mry lava as to
legal rami2catlom or effaces of W RCro S CONTRACT
Apier b W DEPOSIT
ECHI
2. Pr OF PURCHASE CONTRACT AND DBPOSlt RECEIPT. The Purchase A greemet Is o rnvdud jorm
dacamm4 red Broker mekee m - W em4tiom or B-Y—soud with ll er. re Lotus We adegwry d(We Purchase Agreement riot d l [w vimar Seller•. or Buyer's
pattered puryo of Broker hu,llra dBuyer o(BvYvowle Salle[,he Purcly haledgrthe nt4debead subject Drew to We omt.accullor
con
wnwpoasm er of ma puree. Sines and Buyw wch rckvowleo a og ma Purchase Agreement u menu s, nysto me axptwa cvaWtiao WI
Broker h. manly followed r a instructions,lBracnowb of We pu4w n prermand asthis in proA in and does not sesame any , Broko b14'ty far in recency,
cdmplvbvw w [arm. Geller rd Buyer ecimowbtge ed udenemd Wu W proWdivg We Pumhme Agreement, Hroker ha wted to expedim We
4wwtio 3. babel(O Sella REN OFF and has Buyer
sued ed with W W a scope and comid.l whir by doing w.
3. CONCURRENT regard
to W e. Buyw . o Saar rcknowiedp Premises,
further
Broker may represent cencurrmd
anNor coo. aRemn EPh NDEN b W puttees or I.N. S ofthe d ".,.I w1nowl Nwan notice.
I. NOINDpPHNOHNTINVHSTIGlsofa. Seger and ".,.I acknowledge andmtanns t Brear, lWancW
waamwn,ybanker to npoN,wwr4na mrwr,ar orivyvides wbout any wpmWdad in the parties b Hrker, and thereafter
mbmlrwdbyas no responsibility to Jmeror liad/er forW eacwacy or vtl withdity of eayame. A yv bvaaloa of by submitendwrace
Broker Baum. pl tely Wer or UebWry fore a aewery or vch doc ousts the have Any submwdav of such submitted documents
4 solely 5. comp4WyWrwpoml. ryof the perrytowhom cotenmummW brya beaumbmined.
3. NO WARRANTY.Seller rod Buywwkmwledgoand gala Wall orwa. Ocroxucmmeofnun,O tor h«pnwnn.suw
or -ill be made by W Broker u r f t emgot su Wa lepl au®Wenry. Wa legal att ,u a tau ft wmpumcea of my of W tlmumy. urthum a by
Broker n $Jew adNw Buyer, mar o[ W that rumoimry. legal wfane, w on, cmuqumna ap W newacdom c uning:We sh li�,Worof BU,.,nmra,
SailerLd euywacknowledge and rang Net Brokerhasardmete. and will not make, my rq,n,mnd-i communing solely
We its
of We Huyerto fWe
W
W Pram4w fw In Weeded We, nor any other matter regarding the Promises, and Buyer b nlYivB and will nIY eolelY on In owl lavmtlaion ofine
d. NOTICE REGARDING HAZARDOUS WASTES OR SUBSTANCES AND UNDERGROUND STORAGE
AlthoughB le well Promise my know ledge It (and
co wild,)aped,dWaden,inwlianywordowwelter,ut, wLWo,oe
underground roW,cxabs entry
be et Weed in a ur Broker hu not merle seed will nor make) any ledegdmd bvadgedoas or doode atund wen except
.hereto, accept as mry be described r a wpvwe written.rep ossawddocumeal signed by Broker. All car. bereb em. fl dga and mdnnlevd Wr, except u
.at foM W W prmatlivg rmbvee, Broker mikes no npnemntbm mIIvWng Nv asirnvr w amWatmcv of haartlow wums, wbsnacw.Or
pmfoujwrd rbnge* civil
geologist.
industrial
hygienist
toothr Brokwhas recommended WImayrhoWtleecbcmncts
profeviooJ, eachas•civilwURE ESPECt GAly IhYIC,kNw ITHmail®coneeS ACT.0 o tivid talm Civg We Ptvmuw.
]. DISCLOSUA&IU35PHCTDJG AafBRIGNB WITH DL9AH11,ITIHSAGT. Thv United Snne Coyscos Wremcted
Wn Amuicea with I>IubBidee Act Among oWw thlny, W4 eat la Wwvdd b wke aoavY b.imer eWbl4helrmB aguellY rmweible a penou
wi W • vrriery oftliubW Ws, and mediautlme b red prolnlrry meY be rpuirad gnu ed lout lam eke maY mavmu changes. Broker 4 col
recommended
m dv4e eay pay u m whet. mays, a d quel may esrequired sow or W ri fnurt. 'nee gandic geed edmowledge [let Broker has
rwovmmdd N.t WryRpOconsult Tiedemmrys ed gmBHed design pro(eubmle for iof Uov ngW Wg this m.tnr.
g. COHPORATH 61GNA. a Call AIWugh Wwo 4els W a 1998 mdwowedamiarY WI t e, no=&[ ofsco PtiOn,
phurolo 4 edegWb b bind the corporation. Purchase
rch• e A ra ele Covet ofAppdi W • 199g.rew allowed • perry c neat W Hormel Psigned y
.ff.rfiPaiWrneW parS.. eWelu , Or A�wmmt4 ad Watnsw It 4dviefiWet We PurchasewIndmml be signed In c1
DI
oR us ed corpantloq ago eta pnridmt or vane president ed W raonWy m chief financial .M. . duly
ma Individual JaoWH . both We
npoiyofprerldd eduastioutby a vol beartly. [),and/or(ii)WtWcorpontlm provide•dWy exsculad corporate rmolutiou authorizing
W lrevee 9. and WaEAND by We OCCUPANCY
perry.
9. USE AND OCCUPANCY DISCLOSURE: Broken davomomtle that nor to We removal of Was contingencies, in We
able to veiny all permits and llcemee for Buyer's or In homes's imtal4am Of he gu wPwed pWPmmt W i hlucyc nvu 10 W m WPmiscs. On
n Premism may be vamad appropricicly fm a uw, bul Wvu a Cartiaof Occuprdcy lured by the eppropriem govemmcnvnl agency may
prohibit the same me [or We Premlaes.
10, SXUMUC REINFORCEMENT DISCI.OSURB. Soma till. and counties hive established Or Only be establishing minimum
etavdvda for awcvuel wiemic resutmr for rrtJn brW6Wge dammed prier b 193J, i9]d and poaaiblY dlaw tlalee. Same eummrae will be
required no comply wild various trombonist net forW by We appropria,e IIwervmvoW agvoclea. Broker Is Out gWllad m dviao you as to when, if
any, changes may be raquued now or W We Nmra. The udvraimed wkeowledge W, Broker hu rampuveded War they, comil a 9notified
uchimo% gem ucy or ether consWnvt for W (armeucv regenildg this roaron.
il. PRYSICAL CIIARACTHRISTICS OF THE PRUv1ISM Broker rcoammtoN that Buyer bin a,uslified covmlrenter
col nannu m passim Wet We eleamim, power am,,,Wg We Imprworvmu m We Profusely ere War, iv We name a advertised, and Wed other telides
wch u mturJ gun, mtar ad We evmr 1 Wcr ve edpWm b ecwmmvd.m Buyu'e inbaded uw. Broker amhw nmmmevde Wt Buyw hew a
dWed masu Or a or co veriy WI W red nW,ecurirdu of W Impavemmn m We property an Wt W We ome u edverHaed
and that Wry n tulNgwls, W tucOmmOdemBWovalsd me.
12. DISCLOSURE IU(GARDINO CITY ORDINANCEg. Some cidae have added oN m bull which provide, among oWr
,unttm, for car and vocallyparkingsome cities have
and nguldoa, eduJd loading s w ny of Vc on, rd mWmum building setae ho won be. All od fen a
pmlmiauw.Atldieiolac ware cities have Imporedity stu taxes, such s WGryoflol, Br, ke,is.. wse orpolel warcvice ourewas. All d[these
Oimb. roNw regYitlaa rn avid (cone ciry ,v di weed Way rn caativmik done,
— a y mbo is dot qudiad a advice e P whathcrWe
am
14emlaes (avd/or any neared property) or We Pmpued uw Wuw(mmpllee wIW Ww, m any othw ortlivenws, or whemv the Premises (erokey
nta:d pope Wa might a Wa a r fully review
Wew, o /any aWwo,dnanra. ct 4 Broker cesWd ti g We You en , red Impact Wum(. Bmkg
rvcommandr tea catch parry cantLlly review sal eppliubls codes ngulatlom add wdlruvicea eRwtivg We P,amieea and mmWt with Wa4 et[odv'syr,
cow compliance
with and cov4eomn to dvurmiaa wheWr W Prwiaea (rd/or any nlemJ properly), ed We prepaid uw, is sod iv Ws Nma will
he W com 13. with a IG •.
13. ASSIGNMENT OFBUYHR.WWeavmto[eralldgumaaencinforofita,ighnmpu%eue W4property, Huyer
wlmowldges and egna met it will rake full s11.,,, due
to once it all due CBlgevca Assign.
. and including We Property Wfomrtiov Shwudd
eltcchmmo a, 411
including Ww hated shave ad ell auras due dlllgmw ivt rmetim w in Aaaimw cot Bayer'. wkmwledgmo®t o[rcoeipt ofaeid
mrrarial shJl be biatlivg os In Aaigvm..
The undersigned[�.akmwle E. Wt they have rvvlewed, tad ad understand the eavve D4cluun.
DadU: //Cza �4— — Dead:_
BRUCE V. MALKENHORST.,f1ty AdminTstrator,
APPROV S TO City Clerk
ERI SCF , City oLTley
North American Title Company
520 North Brand Boulevard
Glendale, CA 91203
(818)240-4912
Buyer Closing Statement
Final
Buyer CITY OF VERNON Escrow No: 220620-TD
Escrow Branch: Glendale Escrow
Escrow Officer: TINA DE BOW
Preparer: TINA DE BOW
Date Prepared: 8/3/2004 3:44:46 PM
Property: 2301 EAST VERNON AVENUE Close Date: 8/3/2004
VERNON CA pr1r15A
Description
Debit
Credo
Total Consideration
Total Consideration
$6,400,000.00
Deposit/Earnest Money
$200,000.00
Additional Deposit
$100.000.00
Additional Deposit
$6,021,985.00
Additional Deposit
$31720
Proratlons and Adjustments
Lease holdback -1st month/security,d
$�•� �
Title Charges
ALTA portion of ALTA extended to NORTH AMERICAN TITLE
$960.00
Endorsement 103.5 to NORTH AMERICAN TITLE ESCROW 91401
$500.00
Endorsement 31.1 to NORTH AMERICAN TITLE ESCROW 91401
$500.00
Inspection fee to NORTH AMERICAN TITLE ESCROW 91401
$250.00
Recording Fees
$2090
NORTH AMERICAN TITLE ESCROW 91401
$20.00 Recording Deed to NORTH AMERICAN TITLE
Escrow Charges
Settlement Fee to NORTH AMERICAN TITLE ESCROW
$2,240.00
Professional courtesy credit to NORTH AMERICAN TITLE ESCROW
$640.00
Sub Totals
$6,404.470.00
$6,408.942.20
Proceeds Due Buyer
$2,472.20
Totals
$6,406,942.20
$6,406,942.20
SELLER'S AFFIDAVIT OF NONFOREIGN STATUS
FOR ENTITIES
Section 1445 of the Intemal Revenue Code provides that a transferee of U.S. real property interest must
withhold tax if the transferor is a foreign person. For U.S. tax purposes (including section 1445), the
owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be
the transferor of the property and not the disregarded entity. To inform the transferee that withholding
of tax Is not required upon the disposition of a U.S. real property interest located at 2301 EAST VERNON
AVENUE, VERNON, CALIFORNIA 90058 by Seller, the undersigned hereby certifies the following on
behalf of Seller:
0 Seller is not a Foreign Corporation, Foreign Partnership, Foreign Trust, or Foreign Estate as
those terms are defined in the Internal Revenue Code and Income Tax Regulations;
0 Seller is not a disregarded entity as defined In Section 1.1445-2(b) (2) (ill);
0 Seller's U.S. Employer's Identification Number is '9� - W/.�2 � / /0 .
0 Seller's's office address is: Z �� >E V wh6 n Me . Ilemott r M 7M9?
Seller understands that this Certification may be disclosed to the Intemal Revenue Service by transferee
and that any false statement contained herein could be punished by fine, imprisonment or both.
Under penalties of perjury, I/we declare that I/we have examined this Certification and to the best of
my/our knowledge and belief it is true, correct and complete (and, for entity transfemr, I/we further
declare that I/we have authority to sign this document on behalf of STANDARD PAPER BOX
CORPORATION A CALIFORNIA CORPORATION
Dated: June 18, 2004
Seller/Transferor:
STANDARD
PAPER BOX CORPORATION, A CAUFORNIA CORPORATION
A111 <L
HITOSHI NAKAJIVW C.E.O.
NORTH AMERICAN TRIE COMPANY
520 North Brand Boulevard, Glendale, CA, 91203
PRONE: (818)240,4912 FAX: (818)551-5361
TnpleTek Enterprise Settlement System 4875
1'1 — Real Estate Withholding Exemption Certificate and CL.
2004 Waiver Request for Non individual Sellers 593•W
Withholding Exemption Certificate _
Xa4: X ww des MI lumish our new ID
,wnbm Va.cernfimle w wW.
Read the fallowing and check the appropriate box. (See Ilse-0y-Ilne instructions, Part II -Withholding Exemption Certificate.)
Part 11— Certifications that fully exempt the sale from withholding:
YES NO
1. Is the seller a corporation that Is either qualified through the California Secretary or State or has a permanent place of business in California? .
90 ❑
2. I5 the seller a partnership wit, recorded true to the property In the name of the pmbarship? (II yes, the partnership must withhold on
❑ rji
nonresident partners as required. Get FfB Pub. 1017. Nonresident Withholding Partnership Guidelines, for information.) ................
3. Is the seller (recorded title holder) a I'm Old I'ab'I'N company (LLC) that is classified as a partnership and is not a disregarded single member
LLC for federal and California income tax purposes? (if yes, the LLC must withhold on nonresident members as required.
—/
Get FIT Pub. 1017, Nonresident Withholding Partnership Guidelines, for information.) ............................................
❑ hid,/
a. is the seller a tax-exempt entity under either California or federal law? .................... _........................... .......
❑ NG
5. Is the seller an irrevocable tmat with at least one trustee who Is a Califomia resident? (If yes, the trust must file a Califomia tax return to
report the sale and withhold when distributing California source taxable income to nonresident beneficiaries as required. Get FFB Pub. 1023,
J
Nonresident Withholding Independent impactor,Rent a Royalty Guidelines. for information.) ..........._ ........................
❑ l
fi. Is the seller an geisha where the decedent was a California resident at the time of death? (It yes, the estate must file a California fiduciary fix
return to report the sale and withhold when distributing California source taxable income to nonresident beneficiaries as required,
—/
Get FTB Pub. 1023, Nonresident Wlumin Ling Independent Contractor, Rent a Royalty Guidelines, for information.) .....................
❑ M
7. Is the seller an insurance company, Individual Retirement Account (IRA), qualified perwion/proiit sharing plan, or
_.
Chamable Remainder Tust...........................................................................................
❑
ur/
insists Signature
Under penalties of perjury, I hereby certify that the information provided soon is. n the bah of my knowledge, hue and correct. If conditions changm, l
will promptly inform the withholding agent I understand that completing this loan does not exempt me from firing a California income or franchise tax
return to report this sale.
Seller's ranee and title (type or prim) CL + ik- ON d �/
Sellers signature
Seller: 11 you checked "YES" to any of the above questions, STOP HERE. You an exempt hum real estate withholding. Provide this form to your escrow
company or the buyer (withholding agent).
It you checked "NO" M all of the above questions, you an subject to the real ante withholding requirements. The required withholding is 31h
percent of the total sales place. Do you expect your tax liability from the sale of this property to be substantially less than flat amount? It so, would
you like to request a reduced amount of withholding?
❑ You. Complete the Withholding Walver Request (Pall III) and sod it n the Franchise Tax Board before the close of escrow.
❑ No. STOP HERE. The withholding seem will withhold 31/3 percent of the total sales price and send it W us on your behaff. The withholding
agent should give you two copies of Form 593-B, Bar Estate Withholding Tax Statement Attach one copy to the lower hunt of your
California income tax return and keep the other copy for your records.
Withholding Agent: ti you are required to withhold, complete Form 593-13, Real Eslale Withholding Tax Snnmenr give two copies to the seller, and send
one copy to the Franchise Tax Board with the withholding payment and Form 593, Real Estate Wdhholding Remilance Shtemem..
Refer to Form 593 and Form 593-B instructions for more Information.
For Pdvwry rut Rod., net form FTe it 31. —1 593WO3103 F farm 593-10ez(REV 10-2003) Side1
ZUU3 ANNUAL FhUNth I Y I AA bILL ZUU3
_ CITIES,COUNTY, SCHOOLS AND ALL OTHER TAXING AGENCIES IN LOS ANGELES COUNTY
'SECURED PROPERTY TAX FOR FISCAL YEAR JULY 1, 2003 TO JUNE 30, 2004
/ MARK J. SALADINO, TREASURER AND TAX COLLECTOR
FOR ASSISTANCE CALL (213) 974-2111 OR (888) 807-2111
ASSESSOR'S ID. NO,
CK
DETAIL OF TAXES DUE FOR 6302 017 025 03 000
77
PROPERTY IDEMIRCATON
AGENCY
AGENCY PHONE NO.
RATE
AMOUNT
ASSESSOR'S ID.NO.: 6302 017 025 03 ODD
GENERAL TAX LEVY
OWNER OF RECORD AS OF I UAAY 1. 2003
ALL AGENCIES
1.000000 $
BE. 700. 03
SAME AS BELOW
IMEBTEDNE63
WMUMG ADDRESS
Y
.000992E
85.93
/a � lIET VATER GIST
.006100
589.87
STANDARD PAPER BOX CORP -
-FLDD cDNTRDL
.00462
O
SISE
VERNON AVE
C Y COLLEGE
.077145
20 17
1,920.17
VERNONE
VERCA 90058-1608 ----____-_-
Il11 ED SCHOOLS
.077145
7,459.92
DIRECT ASSESSMENTS
SANITATION M23
(562) GN-7411
S
5,719.3E
FLOOD CONTROL
(626) 458-3SIS
2,485.47
ELECTRONIC FUND TRANSFER(EFT)NUMBER
COUNTY PARK DIST
(213) 738-2983
1,048.03
I04:19 6302 017 025 6 YEAR:OT SEOUENCE:000 7
MID WSC - 13
(e0O) 755-6864
63.04
PN: 7094 —
CB MWD STDBY CFO
(800) 675-2141
SO.4C
For 4meNran EXpnsa MaNerurd and Mupey nlscan(PRB 473-OB35
TRAUMA/EMERG SOY
(866) 587-2862
3,710.97
and leave avalWN Ue EFT numEel fOled aEwe. Service lees will CAMPed.
For check Payments. pl¢asewrle Ue EFT nu ante, aheve on you, check.
'
SPECAALINFOHMMION
PROPERTY LOCATION AHD,OR PROPERTY DESCRIPTION
2301 E VERNON AVE VERNON CA
6.04 ACS CON AT SW CDR OF LOT A TR W
2164 TH N 0452'45" W 601.50 FT TH NW ON
COMPLETE DESCRIPTION IN ASSESSOR RECORDS
PART OF SEC 10 T 2S R 13W
REGION 427 INDEX:46014601 IRA:00818
EAST DISTRICT OFFICE
1190 DURFEE AVE.
SOUTH EL MONTE CA 91733
(626)258-6001
ACCT. NO.: PRINT NO.: 27187 BILL ID.:
TOTAL TAXES DUE $119,887.17
FIRST INSTALLMENT TAXES DUE NOV. 1, 2003 $72,712.39
SECOND INSTALLMENT TAXES DUE FEB. 1, 2004 $47,174.78
VALUATION INFORMATION
ROLL YEAR 03-04
CURRENT ASSESSED VALUE
TAXABLE VALUE
LAND
3.464.214
3.464,214
IMPROVEMENTS
790,038
790. 038
FIXTURES
3, 102,760
3, 102, 760
PERS PROP
2,312,991
2,312.991
TOTAL 9,670,003
LESS EXEMPTION.
NET TAXABLE VALUE 9,670,003
THERE WtLLDEA ESO.CO OUAGE FOR MY SHEON RETURNED BYTHE BANK
KEEP THIS UPPER NRIIfN FORYWRflECOMB.YWROWCELL81 O1ECN 19 YCUR RE_CDFT. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
---------------
DETACH AND MAIL TKIS STUB VATH YOUR 2NDIN8TALLMEKT PAYMENT k ANNUAL 2003
STANDARD PAPER BOX CORP
2301 E VERNON AVE
VERNON CA 9OD58-1608
PAYMENT DUE 02MIM4
Obe O4107(Og
IF NOT RECEIVED ON POSTMARKED BY O4ry0p4
'Y3c(.k 8410$(dl REMIT AMOUNT OF $51,90225
MJI.F:Cq(TGG *-CR(P,''l-IM, MAKE CHECKS PAYABLE TO:
ASSESSOR'S ID. NO. CK PK
6302 017 025 03 000 77 2
2HO INSTALLMENT DUE INDICATE AMOUNT PAID
$47.174.78 4 7 1 '7 l % Q
LOS ANGELES COUNTY TAX COLLECTOR
P.O. BOX 54088
LOS ANGELES, CA 90054-0088
87749
DO NOT INCLUDE NOTES NRN YOUR PAYMENT 04803000763020170250004717478000519022574920412
DO NOT FTAPIE M CUP PAYMENT STUB OR CNECK
2ND
-------------------------------------------- -------------------
DETACHANDMAILTRISSTUBWDHYOURISTINSTALLMENTPAYMENT ANNUAL 2003
IF PAWNG BOTH INSTALLMENTS, USE THIS STUB ONLY ;..-.__:�y..,_�•..�_;,'
STANDARD PAPER BOX CORP ASSESSORS ID. NO. CK PK
2301 E VERNON AVE 6302 017 025 03 000 77 1
FOR MMUNG ADDRESS CHANGE VERNON CA 90058-1608 157 INSTALLMENT DUE INDICATE AMOUNT PAID
%EASE MARN 8QX BELUW ANO
COMPLETE FORM ON REVERSE SIDE PAYMENTDUE 11A11A13 $72,712.39 `) 1)�l
OF THE PAYMENT COUPUII IF NOT RECEIVED OR POSTMARKED BY 12110N3
REMITAMOUNTOF $79,983.62
BpRA IL104I93 MAKE CHECKS PAYABLE TO: LOS ANGELES COUNTY TAX COLLECTOR
41M: F4J. LEIb$103 P.O. BOX 5408E
V4454I4,,4r044 EL LOIL/077 LOS ANGELES, CA 9DO54-0088
17718
DO NOT INCLUDE NOTES NITP YOUR PAYMENT 03103000763020170250007271239000799836271811210
DONUT
STAPLE OR CUP PLYMENT Ol. On CxECK
1 ST
North American Title Company
520 North Brand Boulevard
Glendale, CA 91203 1
(818)240-4912
Buyer Closing Statement
Estimated
Buyer CITY OF VERNON _ �. Escrow No: 220620-TO
Escrow Branch: Glendale Escrow
Escrow Officer. TINA DE BOW
PreParer. MARIA FLORES
i Dale Prepared: 721/20041:42:53 PM
Property: 2301 EAST VERNON AVENUE Estimated Close: 8/312004
VCNYV
Total Conaideratlon
$0,400,000.00
Total Consideration
$200,000.00
Depoall/Eamest Money -
$100,000.00
Additional Deposit
Proration and Adjustments
$6400000
Lease holdback -let montNaetwdty d
Additional Charges - -
$2,a66.c6
escrow padding to REFUNDABLE ESCROW PAD
Title Charges
ALTA portion of ALTA extended to NORTH AMERICAN TITLE
$960.00
Endorsement 103.5 to NORTH AMERICAN TRLE ESCROW 91401
$500.00
Endorsement 31.1 to NORTH AMERICAN TITLE ESCROW 91401
$500.00
Inspection fee to NORTH AMERICAN TITLE ESCROW 91401
$260.00
Mies recording fee to NORTH AMERICAN TITLE ESCROW 91401
$100.00
Recording Fees
$7500
NORTHAMERICAN TITLE ESCROW 91401
$75.00 Recording Deed to NORTH AMERICAN TITLE
,
Escrow Charges
Settlement Fee to NORTH AMERICAN TITLE ESCROW
$2,240.00
Professional courtesy credit to NORTH AMERICAN TITLE ESCROW
i
$640.00
$6,408,625.00
$354,8<0.00
Sub Totals
$6,021,965.00
Funds,Due From Buyer
$8,406,625.00
$8,408,625.00
Totals
_..r .a.dem
7 nnly nnri all
buyers/Borrowers unaerslano anu agree uiar una m m, vou...".- ................. _.------- ._.
Items shown are subject to change at closing.
Read and Approved:
j
CITY OFVF�6�ON /
BY: ��_ ✓
Blum V. Malka mm
This, Cab Arkrinlseebrlaty perk
,
APPRO :TO
FRIC T. 9 ATTORNEY
Amendment to Standard Offer, Agreement
And Escrow Instructions for Purchase of Real Estate
Buyer:
City of Vernon
Seller:
Standard Paper Box Corp.
Premises:
2301 East Vernon Avenue, Vernon, California
Escrow Holder:
North American Title Company
Escrow No.:
220620-TD
Dated:
July 7, 2004
This Amendment to Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate ("Amendment) is made and entered into as of July 6, 2004, by
and between City of Vernon ("Buyer") and Standard Paper Box Corp., a California
corporation ("Seller"), and constitutes an amendment to that certain Standard Offer,
Agreement and Escrow Instructions for Purchase of Real Estate, between Buyer and
Seller, dated as of April 26, 2004, including all previous amendments thereto, if any, and
all escrow instructions and amended escrow instructions previously entered into by Buyer
and Seller with respect thereto (collectively, the "Agreement"). Pursuant to the
Agreement, Buyer and Seller -have opened Escrow No. 220620-TD (the "Escrow") at the
offices of North American Title Company, 520 North Brand Boulevard, Glendale,
California 91230 ("Escrow Holder"). The Escrow Officer is Ms. Tina DeBow.
NOW, THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, Buyer and Seller hereby amend the
Agreement, and Escrow Holder is hereby instructed as follows:
1. Definitions. Except as otherwise expressly provided in this Amendment,
initially capitalized terms that are defined in the Agreement shall have the same meaning
in this Amendment as in the Agreement.
2. Closine. The Closing shall occur on August 3, 2004. The date of the
Closing may not be changed from August 3, 2004, without the mutual written consent of
Buyer and Seller. In the event that Buyer and Seller do mutually agree in writing to
change the date of the Closing, then the Lease described in the Section 3 below of this
Amendment shall be revised to commence as of such new date for the Closing and to
continue for a term of up to three (3) months thereafter, and the various other dates that
are set forth in the Lease shall also be revised accordingly. In such event, Buyer and
Seller shall also amend Section 4 and Section 5 below of this Amendment to adjust the
dates set forth therein in a manner that is consistent with such revised Lease.
3. Lease. Concurrently with the execution of this Amendment, Buyer and
Seller shall each execute two (2) original counterparts of the Lease in the form attached
hereto as Exhibit "A" (the "Lease"). Upon the Closing, Escrow Holder shall deliver one
(1) fully executed original counterpart of the Lease to Seller, and Escrow Holder shall
deliver one (1) fully executed original counterpart of the Lease to Buyer. From and after
the Closing, Seller, as the Lessee, shall lease the Property back from Buyer, as Lessor,
pursuant to all of the terms and conditions set forth in the Lease.
4. Lease Holdback. At the Closing, Escrow Holder shall retain in Escrow
from the sale proceeds otherwise due to Seller the sum of $168,000.00 (the "Lease
Holdback") Upon the Closing, Escrow Holder shall deliver to Buyer from the Lease
Holdback the sum of $84,000.00, representing the fast mondhs rent due under the Lease
in the amount of $42,000.00, plus the Security Deposit under the Lease in the amount of
$42,000.00. On September 3, 2004, Escrow Holder shall deliver to Buyer from the Lease
\ Holdback the sum of $42,000.00, representing the second month's rent due under the
Lease. If, prior to October 4, 2004, Seller notifies Escrow Holder in writing that the
\ G.\TimQAC1�E"mil\TEMPOR-I\MICROS-I\IWOn1ULUm mlbP hu Agl rv2.d.
Lease has been terminated in accordance with its terms, then Escrow Holder shall
immediately deliver the remaining $42,000.00 of the Lease Holdback, together with all
interest earned on the Lease Holdback in Escrow, to Seller, otherwise, if Escrow Holder
does not receive written notice from Seller that the Lease has been terminated, then, on
October 4, 2004, Escrow Holder shall deliver the remaining $42,000.00 of the Lease
Holdback to Buyer in payment of the third month's rent due under the Lease, and all
interest earned on the Lease Holdback in Escrow shall be immediately delivered by
Escrow Holder to Seller.
S. Hazardous Materials Holdback. At the Closing, Escrow Holder shall also
retain in Escrow from the proceeds otherwise due to Seller the additional sum of
$250,000.00 (the "Hazardous Materials Holdback"). Not later than three (3) months after
the commencement of the term of the Lease on August 3, 2004 i.e., by not later than
November 2, 2004), Seller shall perform all of the following: (a) Seller shall deliver to
Buyer the certification described in Section 13.68(a) of City of Vernon Ordinance
No. 961; (b) Seller shall remove from the Property all of Seller's personal property,
furniture and furnishings, which are listed on Exhibit A attached to the Agreement,
pursuant to Paragraph 2.5 of the Agreement, including, without limitation, all of Sellers
printing press equipment, other equipment, personal property, and debris; and (c) Seller
shall vacate the Property. Upon Seller's performance of all of the obligations described in
clauses (a), (b) and (c) above of this Section 5, the Lease shall be terminated; provided,
however, that the Lease shall not be terminated as provided above earlier than one and
one-half months after the commencement of the Lease (Li&, the Lease shall not be
terminated as provided above earlier than September 18, 2004). Upon receipt by Buyer
from Seller of the certification described in Section 13.68(a) of City of Vernon Ordinance
No. 961, Buyer shall cause the City of Vernon Environmental Health Department (the
"Department") to promptly inspect the Property and to promptly determine whether to
approve and issue the "Certificate of Closure" (as such Certificate of Closure is described
in Section 13.68(b) of City of Vernon Ordinance No. 961) for the Property. The approval
and issuance of such Certificate of Closure for the Property shall not be unreasonably
delayed or withheld by the Department, and the Department shall determine whether to
approve and issue such Certificate of Closure for the Property in accordance with the
customary standards and procedures that have historically been followed by the
Department in approving and issuing such Certificates of Closure for similar properties in
the City of Vernon. The cost of any inspections and/or testing of the Property that may
be conducted by the Department in connection with determining whether to approve and
issue such Certificate of Closure shall be the sole responsibility of the Department. If the
Department, in following such customary standards and procedures as described above,
reasonably determines that additional remediation of hazardous materials is required at
the Property before the Certificate of Closure can be approved and issued, then Seller
shall promptly perform such required remediation work (utilizing funds from the
Hazardous Materials Holdback as provided herein) using duly licensed professional
contractors to perform such required remediation work, and Buyer hereby grants to Seller
and to Seller's contractors the right of entry and access to the Property following the
termination of the Lease for the purpose of performing such required remediation work.
Upon Sellers presentation of written invoices from such contractors to Escrow Holder,
Escrow Holder shall pay to such contractors the amounts that are due to such contractors
for such remediation work from the Hazardous Materials Holdback. Promptly upon
completion of the required remediation work, if any, the Department shall verify that any
required remediation work has been completed and shall approve and issue the Certificate
of Closure for the Property. Upon written notice to Escrow Holder from Seller that the
Certificate of Closure has been approved and issued by the Department, all remaining
funds held in Escrow with respect to the Hazardous Materials Holdback, including all
interest earned on the Hazardous Materials Holdback in Escrow, shall promptly be
delivered by Escrow Holder to Seller. Notwithstanding the foregoing or any provision of
the Lease to the contrary, with respect to the existing underground storage tank located at
the Property, which Seller previously filled with concrete and abandoned in place (the
2
G\Tim(,ACT iAnMMR-1\MJCR05-IVWGIRULUmAmt b P"ch Agt rv2. rc
"Filled Tank") in accordance with the then applicable requirements of the City of Vernon,
Buyer and Seller hereby agree as follows: Buyer acknowledges and agrees that the Filled
Tank was previously filled with concrete by Seller and abandoned in place in accordance
with the then applicable requirements of the City of Vernon, as previously approved and
certified by the City of Vernon. From and after the Closing, Seller shall have no
obligation to remove, or to otherwise perform any remediation work related to, said
Filled Tank. From and after the Closing, if the Department (or any other applicable
governmental agency with jurisdiction over the Property) later determines that said Filled
Tank is required to be removed, and/or that any remediation of hazardous materials is
otherwise required relating to said Filled Tank, then Seller shall have no responsibility or
liability related thereto, and Buyer hereby agrees to indemnify, defend and hold Seller
harmless with respect to any and all costs or liabilities that may arise from and after the
Closing relating to the removal and/or to the remediation of any hazardous materials in
connection with said Filled Tank, including, but not limited to, any claims that may be
made against Seller by the Department, by any other applicable governmental agency
with jurisdiction over the Property, or by any other third parties, relating in any way to
said Filled Tank.
6. Interest on Holdback Funds. Both the Lease Holdback and the Hazardous
Materials Holdback shall be invested by Escrow Holder in an interest -bearing account
reasonably approved by Seller, and all interest earned on said account shall be credited to
Seller.
7. Buver s Approval. Subject to the performance by Seller of Seller's
obligations set forth in the Agreement, as amended herein, and in the Lease, Buyer
hereby agrees that the execution of this Amendment by Buyer constitutes Buyers written
approval of the transaction and of all contingencies to the Closing that are described in
Paragraphs 9.1(a) through 9.1(k) of the Agreement, and Buyer agrees to deposit with
Escrow Holder the additional sum of $100,000.00 as required by Paragraph 4.2(b) of the
Agreement. Without limiting the foregoing, Buyer hereby acknowledges and agrees that
the letter dated June 30, 2004, from Buyer's legal counsel, Sandra Slon, Esq., addressed
to Escrow Holder, is withdrawn by Buyer and shall be of no force or effect.
8. Title. Buyer has reviewed and approved of that certain preliminary title
report, issued by North American Tide Company (the "Title Company"), Order
No. 6012229-62, dated as of March 9, 2004, and supplemented as of April 21, 2004
(collectively, the "Title Report"), subject to the following:
(a) Seller shall be responsible, at Seller's sole cost and expense, for
removing Exceptions 7, 8 and 9 shown in the Title Report from the title policy to be
delivered to Buyer at the Closing;
(b) On or before the Closing, Seller shall deliver the required corporate
documents to the Title Company so that Exception 12 shown in the Title Report may be
removed;
(c) Buyer and Seller hereby agree to reasonably cooperate with each
other and to deliver such documents or certificates that may be reasonably required by the
Title Company to remove Exceptions 10 and 15 shown in the Title Report (except that
the Lease between Buyer and Seller may be shown as an exception to title as of the date
of the Closing). After the Closing has occurred, at such time that the Lease has been
terminated, Seller hereby agrees, at Buyer's request, to promptly execute and deliver to
Buyer and to the Title Company a certificate or other written document reasonably
satisfactory to Buyer and the Title Company, to confirm that the Lease has been
terminated and that Seller has vacated the Property; and
(d) The parties acknowledge that Buyer intends to obtain a survey of the
Property prior to the Closing pursuant to Paragraph 9.1(g) of the Agreement; provided,
however, that the obtaining of such survey by Buyer shall neither delay nor extend the
3
ciT�cnEm.mTemroR-Iwncaos-IVwanuLwm tm ew eAgl m2.dm
Closing. Notwithstanding the foregoing or any other provision of the Agreement to the
contrary, the "Contingency Period" (as defined in Paragraph 26.10 of the Agreement) is
hereby extended, solely with respect to such survey, until July 21, 2004, as follows: not
later than 5:00 p.m. on July 21, 2004, Buyer shall have the right to terminate the
Agreement and cancel the Escrow, and receive a full refund of the Buyees Deposit, if and
only if Buyer reasonably disapproves of any title exceptions shown in such survey on the
grounds that such title exceptions will, in Buyer's reasonable judgment, substantially,
materially and adversely affect Buyer's proposed use of the Property. Seller shall have
the right, but no obligation, to cure such disapproved title exceptions based on such
survey pursuant to Paragraph 9.3 of the Agreement. If Buyer fails to obtain such survey,
or if Buyer fails to disapprove of any title exceptions shown by such survey by such
written notice to Seller and Escrow Holder on or before 5:00 p.m, on July 21, 2004, then
this contingency shall be deemed to be satisfied.
9. Ratification. Except as otherwise expressly provided in this Amendment,
Buyer and Seller hereby ratify and confirm the Agreement and all other prior written
instructions delivered to Escrow Holder, all of which shall remain in firll force and effect.
10. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be binding as an original, but all of which, taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
AGREED AND ACCEPTED -"SELLER":
STANDARD PAPER BOX CORP.
By:
Name: `
Title:
AGREED AND ACCEPTED -"BUYER"
CITY OF VERNON
By:
Name: Bruce V. Nalkenhorst
Title: City Adminia ra or/ i y Mork
ROVED FOan:
W lard a a chi puty City Attorney
4
G.\TlmMCNmfl\7MOR-1UWROS—IVWOIRULIAmamt 0 Ruc Agl rvid
EXHIBIT "A"
COPY OF LEASE
O:\TmC. CTRoyiRTE MR-IWICROSIVWMHMU mdmt to Nmhazc Agt rv2.dm
® AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAUCOMMERCIAL SINGLE -TENANT LEASE -- NET
(DO NOT USE THIS FORM FOR MULTI -TENANT BUILDINGS)
1. Basic Provisions rlavalc Provisions"). I
1.1 Porties: This Lease(-Loeaa•J, doled for nMence Wrpnees pnty June 11, 2004
lsnrMbysrgbetween City of Vernon
rLassor)
W Standard paper Sox Corp a Califomile Cozporaticxn
rLauao•),
(oNIIR:IIveN the •Pastes,• or Individually a -Part').
1.2 Premises: The( certain real Pre rtY• kldl kV el improvement therein m b be provided by Lsecm ur tine forms of Wa Lease,
aM oommaay, drown as 2301 East Vernon, Vemon
Wool in But, County of Los Angeles ,Sl & California
and Former deaaNed ea (dsa brisiN the eabre Of the Property and. 9 Oppbble. rim •Prq syl E the property Is Insoled saw a Project)
appmximate 113,767 Square feet on 6.04 acres f land
(•Preml.a.•). (See also Paragraph 2)
1.3 Torm:---------- yeasand three (3) monlhs(•Odglnal To.')oommendnp August 3, 2004
("Commencement Data-) and ending November 2, 2004 (*Expiration Data"). (Sae also Paragraph 3)
1.4 Body Possession: N/A (-Early Possession Data•).
(Sao oleo Paragraphs 3.2 and 3.3)
1.5 Beat Rent $42,000.00 par month ("Base Rent•), payable on the third (3rd) day of
each month commerldrp August 3, 2004
. (Sao also Paragraph 4)
❑ If Ih4 boa is clscked, there are provislone in thls Lease for Bra Base Rent to be adjusted.
1.6 Base Rent and Other Monlsa Paid Upon Execution:
1.7
(a) ease Rent:$42, 000. 00 far the period August 3, 2004 - September 2, 2004
(b) Security Deposit: $42, 000. 00 (•S"Wity DoposiY). (Sao ease Paragraph 5)
(c) Assecla0on Fees: SN/A b the period
(d) Other. SN/A for
(a) Total Due Upson Execution ofthls Lease: 384, 000. 00
ASmd Use: _manufacturing of packaging products and related uses
(See saw Paragraph 6)
11 Iseaing Party: less.:.-the,IrsugagNd " N/A
1.9 Real Estate Broken: (SaeaIse -Peragwpptoy N/A
(a}WpreosnWkm-She fOlbwingeeal-e6lale Mekerc{We-'erokme-}anG9rbbora,6 nilalrenspp�'-Intreasmrv(6peµapp-sable
-
1y .aem. both Lacaer-ar�b'—ne-("DwLA{pacy-}
( llpa, aheamkera,f-agreedfe-
Alaace-RentI
eA"4y11m8rOkem.
1.10 Guarantor. Theeblipefipmr t asseo WrIdef his by
("Guarenbf). (See also Paragraph 37)
1.11 Attachments. Alfochad herein are the following. all Of whirA conatru4 a pad of No Lease:
® an AdderMum conamino of Paragraphs 5o.1 through 50.12
❑ a Plot plan depicting ma Premise.;
❑ a raiment sal of the Rules and Regulagons:
0 a Work Letter;
❑ other (specify):
2. Premises.
2.1 LalUnp. Lessor hereby lessee to Lessee, and Lessee hereby bases from Lector, the Premises, for the tam, at the rental, and
upon all of the forme, covenants and conditions eel forth In thls Lease. Unless otherwise provided herein, any statement of size eat forth in this Lease.
PAGE 1 OF 17
INITIALS INITIALS
*2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7-4101E
or that may have been used in calculating Rent, Is an appmximalion which the Parties agree is rdaconet antl any payments based thereon are not
subjed to revWon whether or not the.dual size le more of leas. Net.: Lessee la advised to verify Ihuduel aW prior Is executing thla Lease.
2.2 Condition. Lessor shall deliver the Pramisea to Lessee, n the Commencement Data eWu-Eany
Pesaesaian-Oale-wI ("Stan Data*). Lund im-loop app_,.44fN palew-ars-
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tpe-Premuea-antl-(6) rather lea �wMlen-repreeeMiliona er-wrtawiesritb+esBeaJeaaiat
matterselharWanasaeFlenpisNreteaee. In edtlNionleaser-ecknewlaeg¢s-gaY{.
oonsomin5lesseeseBilNyta penes the-Leaseacw col, a tp,m;hln hefmaasial
W-hilly rd'0F lives I
2-5 Leaaee ae-Prior-0weenOccupentr Th. ,,anliea-madeb
OndnyaB6B68alYiefreallV�
war,
3. Term.
3.1 Term. The Commencement Date. Expiration Dale and Original Tenn of This Lease are as aPedfied in Paragraph 1.3.
3.2 Early Possession. If Lessee totally ar partially occupies the PremWe prior to the Commencement Data, Ote obligation to pay
Baca Rent shall be ebaled for the period of such deny possession. All other terms of this Lease pndudkp WI not frrited to the obligations to pay Real
- PAGE 2 OF 17
INITIALS INRIALS
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7- 01E
Progeny Taxes end insurance Premlums and to ....let. the Premises) shell, however, be in e8ed during such panad. My such early poaamssidn
shall not effect Me Expiration Dale.
3.3 Delay In For asaaside. Lasso, agrees to use its best commercially reasonable efforts W deliver possession of the Premises W
Losses by Me Commencement Dale. IL desgrW said eHods. Lessor is unable (a deliver possession by such state, Lessor shall not be subject W any
WbiOry therefor, no, Mall such failure effect the validity of his Lease. Lessee shall cot, however, be obligated to pay Rent or perform its other
owigadoµ unfit Lessor delivers possession of the Premises and any µmost of rent abatement that Lessee would otherwise have enjoyed shall run from
the dale of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the lama hereof, our minus any
days of delay mused by the aces or omissions of Lessee. If possession is nor deliver" within 0 days After %e Commencement Date, Lessee may, at
Its option, by nolice W valWg will 10 days after the end of such W stay µnod, mncal thW Lease, in which event the Parties Mall be discharged from
all oblignorm; hereunder. If such wrihan nonce is not moved by Lessor within said 10 day period, Lessee's fight to cancel shall laminate. If
possession of the Premises is not delivered within 120 days after the Commencement Data, Nis Lesse shaft terminate unless other agreements are
,seined between Lessor and Lessee, In writing.
3.4 Lessee Compliance. Lessor shall cot be required W deliver possession of the Premises W Lessee until Lessee complies with Its
oblgagon to provide evidence of insurance (Paragraph 8.5). Pending delivery of such credence, Lessee Mall be required W pagang all of its
oblgatioµ under Nu Lease from and ahem the Stan Date, including the payment of Rent, notwithstanding Lessors alecdon to wimmold pmsesdm
pending Federal of such evidence of Insurunm. Further, if Lessee is required to perform any other conditions poor to or concurrent with the Stan Dale.
the Slag Dale shed Occur but Lessor may elect to withhold possession until such conditions are satisfied.
a. Rant
4.1. Rant Defined All monetary obligations of Lessee W Lessor under the tamm w his Lane (except for her Semrrty Decosil) are
deemed 10 be rent ('Rent').
4.2 Payment Lessee shall muse payment of Rend to be received by Lend In lawful money of ma United Sol on or before the day
an which it Is due, without offset or deduction (except as specifically permitted In (his Loan). Rent for any period during the term hereof which Is for
Was than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent sill be made to Lessor at
His address slated herein or to such what persons or prom Land may It= time W proof dragnets N writing. Acceptance of a payment which Is
Wµ than the amount then due shall col be a waiver of Lessors rights W the balance of such Rent, regardless of Lessors endorsement of any chock so
se,fing. In the event that any check, draft, a other instrument of payment given by Lessee W Lessor is dishonored for any reason. Lessee agrees to
µy to Lessor the sum of $25 in addition W any Late Charge and Lessor, at its option, may require all future payments to be made by Lessee to be by
dishier. check. Payments will be applied first to accrued late charges and attorneys fees, second to accrued interest, than (a Base Rent and
Operating Expense Increase, and any remaining amount W any other outstanding charges or costs.
4.3 Aamodattoo Feµ. h an_anrwaek-
an. and a llvftm�
Semi N/A
5. Security Deposit. Lessee shell deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful µrformance
Of its Obligations under this Lease. If Lessee tails to pay Rant, or oNerwime Delaults under Nis Lease, Lassa may use, apply or retain all or any µrlarn
Of amid Security Depots (Of the payment of any amount do Lessor or to simbune or warn"gamte Lessor for any fiawg(y, expaµm. W.s or damage
which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Leans shall within 10 days
after written rdquas( therefor deposit monies with Lessor suf chin) to restore said Security Deposit to the full amount required by Mis Lease. If the Base
Rent Increases during the term of this Lease. Lessee shall, upon written request from Lessor, deposit additional moneys with 1 mncor so Ned the loWl
amount of the Secunly Deposit shall a( ell limes bear the same proportion to the increased Base Rent Am the WNw SOdmity, Deposit bore W the Initial
San Rent. Should the Agreed Use he amended to accommodate a materal change N the business of Lessee or to accommodate a sublessee or
assignee, Lessor shall have the right to Increase the Security Depoit to the extent necessary, in Lµamh reasonable judgment, to account for any
Increased weer and leaf that the Promisee may suffer as a result thereof. If a change In control of Lessee occurs during this Lease and following such
change the info, al condition of Lessee Is, in Lessor's reasonable judgment. signi0mndy reduced, Lessee shall deposit much additional monies with
Lessor as shall be sufficient W muse the Security Deposit to be at a commercially reasonable over basest on such change W financial condition.
Lessor shall not be required W keep the Security Depusit assume, from its general accounts. Within to days after the expirstion or lefmthation of NW
Lane. 8 Lessor ee,ce, W apply the Security Deposit Only to unpaid Rent, and otherwism within 30 days after W Premises have been vadiled pursuant
to Paragraph T./(c) below, Lessor shall mWm that potion of the Security Deposit not used or applied by Lessor. No pan of the Security Deposit shell
be considered to be held In trust, W bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.
8. Use.
5.1 Use. Lamm shad on and occupy the Premises Only for Ow Agreed Use. or any other legal use which Is reasonably comparable
Menlo. and form other purpose. Lessee Mad rat use or µtoil the use of the Premises in a manner that e, unlawful, premiums damage, wants or a
nuisance, or that disturbs occupants of or muses damage W neighboring premises or prapar ies. Lessor shell not unreasonably withhold or delay Its
consent to any written request for a modification of the Agreed Use, so long as the same will not Impair the structural integrity of the improvements on
the Premises or Na mechanical or electrical systems herein, and/or W not significantly more bufdeµome to the Promises. If Leaver elects W wMhold
comment, Lessor shall within T days after such request give writlen notification of same, which notice shall include an explanation of Lasµh objections
to the change W the Agreed Use
5.2 Hazardous Substances. See Addendum.
(e)-Raparmbl"--- µuire-6ensant--TAa-tenor"HaaaWeµiuWNme' �aa� ayuy.
MR, :(ifaweWiany -iryenarsW-lame-BeklisJeaNh� µretY-e%.welWre� dive mnvkenmeNaaNeAremisagiamj, a,
1 �applieabl�
areas-SAdIF�Aimil�dggr Bair ny-
--- PAGE 3 OF 17
INITIALS
WITWLS
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM 57N-74101E
e
�oBereoi-wiltr.-0IltilPplisabl�
RoBWmmoder=RepeNapN-Use'=shd1-mN
eM{i}
alwa8a.-usa�rariaBertal�aMaaardeus-SUBalanee-gmt
-9elow-greun6-stara9e-1enk; Na-Ipe-gMBratien.-Beaaesaiar�-
rey'
hodnees plan* euirad c 1, li odwvlltian�g .
:rWiabalienar-
le-wluak-an1�ABBIicaUlel3eaukemanic-requueH
ar.mppuP�p_1 ��
emdcatnee-el-Iha-
h6a6eh6kkGBenrij aleFdIEEBJapg{a;adFusBticirF
FrPj Men Wiihaii kppIioaBlaRe9uiremenletiageF-aAeporlaGa_yae; and 9aeo-neFaxpass
Ask .1 canon,gene,4
1 o.Pmmisee-or-ryi bb.. ®_prop.Ay4d ony.TeadnglW_
. Y-
' tbn-m IMminaliOR) d-
aWaclivomedifir -I" (�encaMmegk)-aMler-incaeas Sa�Wy9eBoail-
(".W-toanto. I need, 1-1,esaee-kno�pea
iova.{hat g_I aeramou.Subrid r.e_hae-eomaJ,
IeadodAy on. Aden-es-ekeuHhe ammndS olh grra6 Pffl% y 5 0006oded4oby{aysor,
kg¢cM-apa44nxna6i te"ive-wdRanM0eee1 wah Mr,
M`r
&rbelarwe.
IiM-wMW-it paa<orwenWa}IMe-BmaencaeFauah-Ilazer9eus-
kNaaaes-Remedkllon.--L
abebHheP m... rdud�Pk.....
:�IobeapNadacmleaaa�in-en-under, er-
yaawar-cYal end
R - Iowemed enaklWoeommagBed.+vhelheF
wa9r�avpanae-�m�ywgp.gkApplrapla-
W 1111 fermellY der�P-
lerwnae,-aesuAlriendler--mMiler
�Mdanall�_
aadn6uletl-h hy'Leaeee OF-perleining-ber-invdvinga.:r..a ardoos-SuhslaxcArougM
ento-the-Promisee-0unng-IheJerm-et-Ihis-keaae-0 y� leF
keawaaFanyMvd-pMy-
(d}lasaaaWs-ag4-k—.-d
a_Mpb�}lesaor�
an
d-Y #rA-an
and�� -ha�k�JremaPd
ir1g-an�Maxardauc-$opal
Wad_
however-hatI saeoahall-davo'no-fapNilYaMeF
Oom-ad
... Is. ,, r� 0, MjuryJo
eda-el-any-
i9atien. romaoal,-reTedialier�
Pimden-ar-lerw^alion-aHhio--Leoae—Re-teaMnatlenr-eaneallallam-ar--rekaaa-agreemenl-
Ml�q�mk6Baaee-611a11-faleafaia6aN-(fpmilaibllga(ian.......
lldalaaae-yYlp-rasoaCa10J1aairtlBYa$a4ctarlaac.anlacc-
aPaslNaaRy+oagrsedby{eceaFln-wrRingaHhsllmeeFauob ygmMrenA-
(e�iseeoaAndamnl(leetlen.�:ewer-arW-ile-aueeecaers-aM-asstimi
apeWrgemnily_dererW;_reimgurae_and-poW{aesso�if
emPloYaesantl-IeMers-pad-aga�e0-any
Wym�
Ratado-RS b.wnaes whidr .ntrxl he Premise"..' e-kesgeea ocsuBansyeFwbish amcauMdbylhe-greao-negliyeneaeFwYlfW-Tiera�WUG-
r,'.o r 0 t9e NTNed-le:lha-
•
�
(/fJmvaNgatiens-and-Rematllallener{eaeor-spaµ.
d eFMmlkNlianeI It ab�-
� �� vesUgaliono-eFaemedialiery
J
nmaeurae-requ�adiliea-havi i1h-roe
ngywWddWnr Baat-lo-Ipe-eaidMca-et-Marardeuo-Subslanaecan-WOFremicea-prior..lrN
leeeMtrea:uperwy;-udess-suahremedalan.me
'�em1;Ms=racdaWed+n-BeragmBh3J(a1-
ahalV
agar
eFNy-reBua.^.ti
.
pweafigapveandfemedialae.Bonsibi aw,
inbo-+nawecl%saryeWlemena-
(g}Lasser-TarmirlellonOpllon�adeusSupeHnae-6endWM�aesyaregrapp-gi(a)�ecua�Jlwkaaa�
unleso-loaaee-iolegollY-roaBMsihle-tperelar-(Inwhiah-oese-Lessee-NmN-make-tpe-invaellgaliM
re6uir�bla-
end -re mepart
FAMPAIR andih6LAARA halldieliewlheraot
M-IWH
aphi.2ld}MAParagmBh}kaaMF-
she
Nmee-Ipo then month Bass
.
W-104ayc Idlewkp�1, I ... h
nal hl-lpeaVBM id66pFe 8a13-1B-g VebiefTlg811Bn-I1atl6e� k999eeindY�4 ilhn 10 deYaip.mefter. we-wH"....1 In I AsaaFW1966eef
he
Men-m.41;1, ese-
ea-ceana ed
dJe
6 d-�saaaaa6empllanaawitpAPPlicable-Rapulrsrwnla
ass-keeeae_apail.aAlesaeeo
maW-arl4Me-r
lwaaucARepuNemaaWereamw H,clefAeceagdledive-a(IeNb&SUrI-0alerkaccee-sio,
w4piw-f0tlaye-
aMdee
.1 an) eradua1Nam-neNef' ,dlaf
.....he
Premicea�acamply wllhany AppliaablaReyuimmeder
64 Inspection; Compliance. Lessor and Lessor's 'Lander" (as defined in Paragraph 00) and consultants shall have the right to
- PAGE s OF 11
INITIALS
INRULS
4D2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM IiTN-7d 1E
enter into Prem res at any time, in the case of an emergency, and oherwise at reasonable times offer reasmabta notice, for the purpose of Inspecting
the madman of the Premises and far verifying compliance by Lessee with hla Lease. The coat of any such Inspections shall be paid by Lessor . -
a'1111aseM
�dreimpurea-Lg... 14 r_�pa. cest�
- eddlt' +elovaeH
-rmr� Ofelf`datasgaala-fMSBSllakeasorriitM�aip4gt-a vaigea+equud or el 1,
r. Maintenance; Repairs, Utility Installations; Trade sister.. and Alterations. See Addendum.
] 1 L Obligalsii
(alln-Geaarak-Salop 6empiar�aa/a>2iLeaaee's6emBtianae+vitp-ApWiaable-
ROOM a�A - a-(Lasaar'a-Obligatiancir>!-(Do
Prewicear-UNiW-Mtetagatiees-iintantledJw-lessee IOgs- II1- g�jaq.apd. repaiF
P�rtiOrvetsp>Premiseerequidggr�eirgO
a a�
wpelheFar-«el �epairs pe-a®Oaf-a"d+-POrMa^-af-We- Pe. iaea).
Mws�uepas-plumping-NVAC equgwegibleahisal-ligpliggleaililies--0eibrzyreasure+acsels; !re-
L{e 9oeFGrain, itiertald-reOair. spell -axes iOOe BeOiFr:,PY+geludigglpa-
Pro, almm' and mimtanenei-eenice-seMra61B-regbked-by�Ma9raO�]-I(b)--ba�v-La.eee'c-ebligaliana-apex-JgcWde-realaralian6,
mild ... MmW OF KWOWaf 2-pMt-tpar6aftiq-9aad6ldBF. aeg6lYervagd&a1a61-
eFNWF9Bae; kBapUaax beg-{Bmp'alr
aegs;UenLw m gra-eHeriar-appearance-ef aloes-aimilaNatlYlrea-el-semparable-age-aM-eke-�q-Ipe-rido aterior-
repffmfi ILM"ugding
(C)-Benches-COnleaat
�wbelarwe-for wilh-ar m km-apedakair,gyy-a. - .
kimMNe6esUre-Gemisea-{i
iii� 4sextiggukpirq-systems-
ka�Ing-Fse-aia�a�cmeke9eleGbrv{wfHpbasap'mgyggy _
file-P-mralw a' 'Or Bulking-md4y.i .."uv r-equipxon -, 4.....Gy�eq ' wesJpe--ri®ph-upen_reliae--1O_
Lessee,-to9rOaurse megyoreNafensMsawOaeeF -0 Osseo m Weimpurcak �mst_
thereof
(N-FsikxalaPeAerm���Oe'e-epligalierwugder_tpis. pars§raplri-i--Leaser-may�
Pan AS bo-fequiredh-pertognaud�
puUNe Premises kq audrepekag6leaaee-apOA'-prompOypaY�SL.reor .Or.OualbJi61'r
eFlpeeeMJhereel-
(6)-RapMcement.-Su6jt'StgdegmiGaaNOn�feNhin.Para caee-
maintenagcepraHkectiLe '
ies-a�paepli®alOd_K.pa , pptpmveFWiyFeaa�e�-
Ipe6aleenwiraRBaseRegNs9neagaarenn4 aeuai-lewd#mWNBIY�eN+�ehaetien-Noa�bi�
a'. .'it m" um"mroaInr-eese.spa0.9ay4dereG-enJpe rnrn Mail hid w..11 Ula-malice
--- a.Y ease aasR -asses-ma . �
]3 Na.er.-Obllpalloas.-Subleot a OF Pe
IpeAadks hereldpbtigal
er-(he-equipmsul 0 e F bsJHa4-efJp,a{lasee-l4is�petinlegNon�fJp,aPagies-met he "On.1hisLease-
gOvergapsreape011vO.O§IigatiOnu011he-Part' pO-PraraiOesagglher R mhdm"t iva-md-bO x fi4aLeny-s1a , revs
IF firm ter-iwafieallO-Ilq.axlecoil jginaepuHenFwilh{pa/erey.a{JpisLeaea-
7.3 Utility Installations, Trade Fixtures; Alterations.
(a) DaMhrons. The term-UUlily Installagons- reran to all floor and window coverbrge, air antes vacuum lines, power panels,
electrical distribution, samdty and fire Protection syateme, communication Cabling, fighting fixtures. HVAC equipment. plumbing, and lancing In or on
Me Premises. The term -Trade Fixtures" shell mean Lessee's machinery and equipment that can be removed without doing material damage to Me
Premises. The to n 'Alteragons" shall mean any modification of the improvements, other Nan UUllty Installations or TWO Futures, whether by
addition or deletion. 'L..... Owned Alt o.items and/or Utility Installations' are cleared as Alterations ardlor Utility Installations made by Lessee
that are not yet owned by Lessor pursuant to Paragraph TA(a).
(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises wiNmt Lsuoya prior written consent.
Lessee may, however, make non-structural Utility Installations io he interior Of the Promises (excluding the roof) without such consent but upon notice
to Lessoq as long as May are not visible from the outside, do rot involve puncturing, relocating Or removing he roof or any existing walls, will not effect
the electrical, plumbing. HVAC, anchor life safely systems, and he mmulal ve met hereof during this Lease as extended does col exceed a sum equal
io 3 monh's Base Rent in he aggregate or a sum equal to one monh's Base Rant In any one year. Nohvihswmir tlw foregoing, Lease. sail not
make or permit any hoof penetrations andlor install anything on the roof without the prior written approval of Lessor. Lessor may, as a precombfion to
granting such approval, require Lessee to utilise a contractor chosen and/or approved by Leaver. My Meretions or Utility Installations hat Lessee
shell desire to make and which require he consent of the Lessor shell be presented to Lessor in written form with detailed plans. Consent shall be
deemed conditioned upon Lesume's: (i) acquiring all applicable governmental permits, (4) furnishing Lessor with copies of both the permits and the
plans and spedficaUooa prior to commencement of he work, and (Iil) compliance with all conditioner OI sad permits ON other Applicable Requirements
In a prompt and expeditious manner. My Allaretions Or UMIy Immrgaom shall be performed a a workmanlike manner who good and suhcient
materials. Lessee shall promptly upon completion furnish Lessor wih as-buill plans and specifications. For work which costa an amount in excess of
PAGE S OF 17
INITIALS INITIALS
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7-a101E
one month'♦ Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bona in an amount equal to 150% of the
estimated cost of such Alteration or Ulghy, Installation and/or upon Lessee's pasting an additl... I Securly Deposit will Lessor.
(c) Liens; Bonds. Lessee obeli pay, when dua. all claims for lobor or materials Wmished or alleged to have been furnished to 0r
for Lessee at of for use on the Pori which cards are or may be secured by any mechanic's or malerialmen's lien against the Premises or any
Interest Moran Leases shall give Lessor no less Ilan 10 days Mgce prior W Me commencement a any wink in, on or about the Premises, and
Leewr shall have Me right In port notice. or non-responowbllily. If Lessee shall contest Me validity of any such lien, claim or demand, then Lease.
shall, at Its cola expense defend and prialed itself, Lessor ark Me Premises against the same and shall pay and sagely any such adverse judgment Mat
may be rendered thereon before Me enforcement thereof. It Lessor shall require. Lessee shah furnish a surety bond in an amount equal W IW% of Me
amount of such consisted lien, claim or demand, inderrniying Lessor against liability for the same. If Lessor elects W participate in any such sound.
Lessee shall Pay Lessors attorneys' fees and Onto.
➢.e Ownership; Removal; Surrender, and Restoration.
(a) Ownership. Subject to Lessors right to require removal or elect ownership as hereinafter provided all Alterations and Utility
Installation made by Lessee shall be the property of Lessee, but considered a part of tie Premises. Lessor may, at any time, elect M writing to be Me
owner of all or any optical pad of Me Lessee Owned Alterations and Utility Inetallwors. Eiden otherwise inWded per paragraph y.A(b) hereof, all
Lessee Owed Alterations and Utility Installations shall, at gee expiration or landedagon of this Lease, become the property of Lessor and he
surrendered by Lowell with Me Promisee.
(b) Removal. By delivery to Lessee of written notice from Lessor not eadier Man 90 and not later Man 80 days Prior W the antl of
Me term of this Lease, Lessor may require that any or all Lessee Owned Alterations or UOlily Installations be removed by the expiration or lamination of
fhb Lease. Lessor may require Me removal at any time of all or any pad of any Lessee Owned Alterations or Utility Inalaghbore made without Me
required consent.
(c) Surrender; Restoration. Lessee shell surrender the Premises by the Expiration Date or any earlier termination date. with all of
he improvement. Paris and sudaces thereof broom dean and (roe or debris, and In good operating order, condition and stale 01 repair, ordinary wear
and tear excepted. 'Ordinary wear and tear shall not Include any damage or delerWretion Mat would have been prevented by good maintenance
Practice. Notwithstanding the foregoing, II this Lease is for 12 month. or leas, Man Lessee shall surrender Me Premise. In Me same condition as
delivered to Lessee on Me Sold Data wgh NO allowance for ordinary wear and tear. Lessee shall repair any damage occubned by Me I stallabon.
mainlanence or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installation, furnishings, and equipment as well as Me removal of
any worage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Ha2zndou. Substances brought onto Me
Premises by or for Lessee, or any third party (except Han doua Substances which were d,mI via underground migration More areas outside of the
Frannie. , or If applicable, the Pmject) even it such removal would require Lessee to perform or pay for work Mat exceeds statutory requirements.
Trade Futures shall remain Me Properly of Lessee and shag be removed by Lessee. My personal property of Lessee not removed on or before Me
Expiration Data or any earlier termination dale shall be deaaad to have been abandoned by Losses and may be disposed of or, retained by Lessor as
Lessor may desire. The failure by Lessee to timely vocals the Premises pursuant t0 his Paragraph ZA(c) without Me express written consent of Lessor
shall constitute a holdover under Me provisions of Paragraph 28 below.
8. Insurance; Indemnity. See Addendum.
6�Aayman4-Fer-Insawnce. -Lessee-alas-pay-foF.all_insurua Me atilt _
ester-un�nbcV100000 0-1 -a-12 Phial Me our_ a16
Prior 10 OF wood bayend-Me-LwaiareraW4beerr
8.2 L•IabllttyA.sur.nee.
(a)-6a^Led-4Y{.sae 6emmewia1 Genno' -Liar,"y POiay
�9ama�osepwpauFel Ns.wnerahlPr--
we06wwnsy�rmainlenense�Flneihremisasa ell-areaaaPBagerenLJperelo: Suahinsuranw shall bean-anasuerenaaSasiePrevidingsingle-
ale-al-cols-less- Than-.2,goo on'. an_Jldagienati
in. Fan M.11till OF
'seIE row-FROWPon on-ElhGucien-ErkwwrnaWs-far-damagecauaed. by_
no, aka-OFlureealwm-e-poasilo-(w�Tk,> eeµnynbetironreA-BxuWaiPne-e
aeMribuWry-whlh anyeimilarinsuraxae-aaniea9yLeaser, whew
only
(b),Guise-bykaeeerrLeaaeFshau aaragrapl,112(ai, adminn e; antaeFin-4wa1-
Me+ nsuunwaequ✓adlebemainWreally, wee .... Uereir�
83- Property-Inwrancs-Bullaingrlmprovaawntead' RadsdW�
IalSwldp.ganCamwovememe TpeNnsurvng-Pegyahau.obta
, no In any aspaWweatua a
In- Jug-rePlceemmwsee' eNhe-PremIfiw rao-Macam-.ha4-'.M4dmtimPJOJinw,
s aiKbb-in
Pee-Pen�iwwe6
avail WO4md-GOmmaraial"Paidenate, wshedisyeFPeliaewepaginawo-againsFalFrvakeaf6vedypyaiwlJPsseFaamage�eaeePHpeyerila Orland
Y-a-Landeri:� au,,-
Ibe-uPgreain®. demelNeo;aecenakaalWneFiaplwemenFOf SAY heq'
eeMain-anagroad'raluatien-Previs ion.eeyaing-an-iw&eeeaw�pe-
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PAGE S OF 17
INITIALS ---
INITIALS
m2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-74/01 E
(a}Jienb Walue,�h e I ns�.
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plyah'A hy an-9 te-LoscaFupen6emawd:-Stl6tFpolixiasahall-beJa-a NPsremair«ngJaral-e{.Ihie_Leasa-
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8.6 Waiver of Subrogation. Without affecting any other rights or remedies. Lessee and Lessor each hereby release and relieve the
other, and waive their entire night to recover damages against the oneq for loss of or damage to its property arising out of a incident b the penis
raTuhed to be insured against herein. The affect or such releases and waivers he not limited by the amount of nsurance carried r required, Or by any
deductibles applicable hereto. The Parties agree to have their respective Property damage insurance carders waive any right W aubrogation Nat such
companies may have against Lessor or Lessee, as lie case may be, so long as the Insurance le not invalidated thereby.
8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect. defend and hold hvmless
Me Premises. Lessor and its agents, Lasso's master or ground leaser, panders mul Lenders, from end against any and all claims. loss of rants sm ice
damages, liens. Judgments, penalties. momeysand consultants' fees, expenses and/or liabilities arising out yr, involving, or in connection win, the use
and/or occopenoy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters. Lessee
shell upon notice defend the same at Lessee's expense by counsel reasonably satisfactory b Lessor and Lessor shall cooperate with Lessee In such
defense, Lessor need rot have first paid any such claim in order to be defended or indemnified.
8.8 Exemption of Lessor from Liability. Lessor shall rot be liable for injury or damage to the person or goods, wares, merchandise
or over property of Lessee. Lessee's employees, contractaa, invitees, customers, or any other person in or alu ul The Premiws, whelha such damage
r injury is caused by or results from fire, steam, electinct gas, water or rain, or firm the breakage, leakage, obstruction or other defects of pipes, lie
sprinklers, wired, appliances. plumbing, WAC or light rlxhrrea, r ham any other cause, whether the said injury or damage results from conditions
ageing upon the Premises or upon other pomom of the building of wTdch the Premises are a part, or from other sources or places. Lessor shall not be
gable for any damages analog Iran any act or neglect of any other Tenant of Lessor nor (rum the failure Of Lessor to enforce the provisions of any other
lean in the Project. Notwithabnd, Leseoys negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee's
business or for any loss of income or profit Therefrom.
a a Fsllur"e-Previde-trsummoe essao-aGmewbdgea-na rw 10 Vm-enilcpaq-le-ebtmi p r ainlaiMheJnawanu-regtlire0.
Italy-eey xbnl.airhnA_vra�
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manNia*p r.0 a, sr ,peused in hiskopae-
g. Damage or Destruction. Sae Addendum.
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PAGE T OF 1 T
INITIALS
INffW.3
02001-AIRCOMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7�1E
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PAGE 0 OF 17
INTIALS
INITIALS - -
M001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-74101E
9.8 Wal" Slalulm. Lee. and Lessee agree Nat Me terms of this Lease shall govern Me effect of any damage to of, destruction Or
the Pnmlms vdth reaped to the termination of this Lease and hereby wane Me provisions or any present or future statute to the extent Incompetent
henhath.
10. Real Property Taxes. See Addendum.
10.1 Definition. As used herein, Me lerm 'Pool Properly Tuai shall include any form of assessment; real estate, general, special,
Ordinary or extraordinary, or mind levy or as (other than IMallance, personal Mperlle or eslela laxu); impmvemam bond, andlof license fee imposed
upon or levied against any legal or equitable interest of Lessor In Me Premises or Me Project, Lassoes right W other Moore therefrom, molar Lessors
business of basing, by any authority having the direct or indirect power to lax and where the funds are generated with reference to Me Building address
and "am the proceeds. generated are to he applied by Me dry, county or ollocal taxing suthonly of a jurisdiction within whits Me Premises are
located. Real Properly Taxes shall also include any lax. ae, thy, assessment or charge, or any Increase Margin: (1) Imposed by reason of events
Occurring during Me arm of this Lease, including but not limited to, a change In the ownership of the Premiums, and (it) levied or assessed on
machinery or equipment provided by Lessor to Lessee pureuanl to this Lease.
10.2 Payment of Tama. In addition to Base Reel, Lessee shall pay W Lessor an amount equal to the Real Property Tax installment
due at least 20 days prior to the applicable delinquency dale. If any such installment Mall cover airy Paod of time prior W tar air IM expiration or
Nomination of his Learn. Lessee's shoe of such installment shag W prorated. In the even[ Lessee Mcum a late Merge on any Rent payment, Lessor
may estimate Me current Real Properly Taxes, and require Mat such axes M pad in advance to Lessor by Leasee monthly M advance with Me
Payment of We Base Rent. Such monthly payments shall be an amount equal to the amount of the estimated installment of axes divided by Me
number of months remaining Micro Me month in which said Installment becomes delinquent. When the actual amount of Me applicable tax bill is
known. Me amount of such equal monthly advance payments shall be adjusted as required W provide the funds needed to Pay Me applicable lases. If
Me amount collected by Lessor Is insufficient to pay such Real Property Taxes when due, Lessee shall pay Lasser, upon demand, such additional sum
as Is necessary. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Bream by Lessee
M the performance of its obligations under this Lea., Ion any such advance payments may be treated by Lessor as an additional Security Deposit.
10.3 Joint Assessment. If the Premises are not separately maesaad. Lessees lability shall he an equitable Proportion of the Real
Property Taxes for all of Me land and improvements included warm Me tax parcel assessed. such proportion to he conclusively determined by Lessor
Born Me respective valuations assigned In the amessors work Shoals or such other information as may be reaspeably available.
10A - Personal Property Taxes. Lessee shall pay, per 10 delinquefi all axes assessed against and IwIW upon Lessee Owned
A1lmidons, Utility Installations. Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its
Lessee Owned Mershon. and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal progeny to be assessed and billed
aspec try from the real property of Lessor. If any of Lessee's said property shall be amassed with Lessors real property, Lessee shall pay Lesser the
WOO OtWWWWO to Lessee'. property within 10 days ago receipt of a wrilten statement setting forth Me axes applicable to Lmme's property.
it. U91111s and Sondiu a. Lessee shall pay for as water, gas, heat, light, power, telephone, bash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon. It any such services are not se.ralely framed or billed W Lessee, Lessee shall peY a
reasonable proportion, to be determined by Lessor. of all charges jointly maimed or billed. There shall be no abatement of rent and Lessor Mall not be
liable In any impact whatsoever for the Inadequacy, stoppage, Interruption or discontinuance of any utility or service due to dot, sinks, labor dispute,
breakdown. accident. repair or other cause beyond Lessors reasonable control or in cooperation wM governmental request or directions.
12. Amilgran t and Subletting.
12.1 Lassoes Consent Required.
(a) Lessee shall not voluntanty, or by operation of law assign. transfer, mortgage or encumber (colladi4ely, -assign or
malgnmenl') or sublet tag or any pad W Lessee's inlemsl in this Loam or in the Premises without Lessors prior written consent.
(b) Unless Lessee Is a corporation and W stock 4putalicly traded on a national stock exchange, change In the canted of Lessee
shall constitute an assignment requiring consent. The transfer, on a cumulative basis, 0125% or more of the voting control of Lessee shall constitute a
change In control for this purpose.
(c) The involvement of Lessm or its assets Many transaction, or series of transactions (by way of merger, role, ecqumion,
fsumaig. transfer, leveraged buyaul or otherwise), whether or not a formal assignment or hypothecation of this Loam or Laaeee's assets omrs,
whch results or will result in a reduction of Me Net Worth of Lessee by an amount greeter Man 25% of such Net WOO m it was represented at the
time of Me execution of this Lease or at Me time of Me most recent assignment a which Lessor has consented. W as if exists Immediately pndr to mM
transaction or Ifansactdns constituting such reduction, whichever was or is greater. Mall be considered an assignment of Mrs Loam to which Lessor
may withhold its consent. "Nat Werth of Lessee" shall mean the net worth of Lessee (excluding any guarantor) established under generally accepted
accounting principles.
(it) An assignment or subletting without consent shall, at Lessors option, lea a Default coraple after notice par Paragraph 13.1(c), or
a noncumble Bream without Me neceasgy of any notice and grace period. If Lessor etada to treat such unapproved assignment or subletting as a
norovrable Simon, Lessor cam either: (i) terminate the Les., or (II) upon 30 days wedged notice, Increase Me monthly Base Rent to 1 to% of the Base
Rant than in effect. Further, in the event of such Breech and renal adjustment, (i) the purchase price of any option to purchase Me Premises Mid by
Less" shall be subject to similar adjustment to 11g% of the price Prevdady M effect, and (M) as feed and non -fins rental adjustments scheduled
during Me remainder of Me Lease term shall be increased to 110% of Me scheduled adjusted rent.
(a) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall he limited to compensatory damages andior injunctive relief.
12.2 Terms and Conditions Applicable to AmIgnmont and Subletting.
(a) Regardless of Lessors consent, no assignment or subletting shall: (i) be effective without the express written assumption by
such assign" or subleases, of Me obligations of Lessee under thle Lassa, (it) release Lessee of any obligations hereunder, or (ill) alter Me primary,
liability of Lessee for Me payment of Rent or for the performance of any other obligations W be performed by Less".
(b) Lessor may amp[ Rent or performance W Lessee's obligations from any formed other Man Lessee ending approval or
disapproval of an assgnment. Neither a delay in the approval or disapproval of such assignment nor Me acceptance of Rent or performance Mall
PAGE g OF 17
INITIALS INITIALS
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7dla1E
o 39WW a wWer a estoppel of Lassoes right to eS. eme as remedies for Lessee's Default or Breach.
(c) Lesedet comment W any assignment a wDlellirg shall not constitute a consent to any Subsequent assignment or subletting.
(d) In the event kel any Default or Breach by Lessee. Lessor may proceed directly against Lessee, any Guarantors or anyone else
responsible for Me Performance of Lessee's obligations under this Lease, Including any assignee or sublessee, without Mt exhausting Lessor's
remedies agairxel any other person of entity responsible therefor to Lessor, or any Security held by Lessor.
(e) Each leg ueal for consent to an assignment or subletting Mat be In writing, accompanied by information relevant to Lassoes
determination as W Me financial and oporm anal responsibility, and appropriateness of Me proposed @mines or Subleasee, inctudiag but not limited to
Me intended use and/or required modification of Me Premises, it any, together with a lea of $500 as consideration for Lassoes considering and
processing said request. Lessee agrees to provide Lessor with Such other m additional Mhurnatiion aldla documentation es may be reasonably
requested. (See also Paragraph 36)
(Q My assignee of, or sublessee ender, this Lease shall, by reason of apcepMp such assignment or entering into such sublease,
be deemed W have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or
performed by Lessee dual the term of said assignment or sublease, other than such obligations as are contrary W Or inconsistent with provisions of
an assignment a subbase to which Lessor has specifically consented W in writshg.
IN) Lassoes consent to any assignment or subletting shall not transfer to the assgnee or sublessee any Option granted to Me
Odgmal Lome by gas Lease unless such transfer is specifically consented to by Lessor in writing (See Paragraph 39.2)
12.3 Additional Terms and Conditions Applicable to Subletting. The boliowing lama arch conditions shall apply to any subletting by
Lessee of ON a any pad of the Premiums and Mau be deemed Included in all subleases under this Leese whether or not exWessly Incorporated therelm:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's Interest in all Rent payable on any sublease, and Lessor may
collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that unfit a Breach Shall occur in the Performance
of Lessee's Obligagona, Lessee may collect said Rent. In the event that Me amount collected by Lessor exceeds Lessee's obligaldns any such excess
mall be refunded to Lessee. Lessor shall col, by reason of the banding or any assignment of such sublease, nor by reason of Me collection of Rent,
be deemed liable W the sublessee for any failure of Loma W perform and comply with any of Lessee's obligations to such subleases. Lasses hereby
Inavocably, authorizes and directs any such sublessee. upon receipt of a when mtip from Lasses stating That a Breach exists In the performance of
Lessee's obligations under Nis Lease, to pay to Lessor all Rent due antl to becwne due under the sublease. Sublessee shall rely upon any such moss
from Leswr and shall pay all Reno to Loma wilhael any obligation W right to inquire as to whether such Breach exists, notwilhstand ing arty claim from
Lessee to Me contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, requite sublessee W Shorn to
Lessor. In whirh event Lessor shall undertake Me obligations of the subleewr under such sublease from the time of the exercise of said Oregon to the
explfe60n of such sublease; Provided, however, Lessor shall rant be liable for any prepaid rends or secur y, tlepoail paid by such subleases, to such
subleawr Pr for any prim Defaults or Breaches Of such sublessor.
(c) My matter requiting Me consent of the Schlosser under a sublease Shall also require the consent of Lesw.
(d) NO sublessee shall further assign of sublet Bit Or any part of the Premises without Lessor's prior wriltan paneenl.
(a) Lessor sholldeliver a capYd anyro6ce efDelault a Bmachby Lessee Wine subleases, who shall havatha figMto curetha
Default of Lome wi1Mn the grace period, if any, spegli In such notice. The subbases shall have a right of reimbursement and offset from and
against Loewe for any such Defaults cured by the sublessee.
13, Default; Breech; R ar adlas.
13.1 Default; Breach. A 'Default' is defined as a failure by the Lessee to compy, with or perform any of the terms, covenants.
cpEifiOns a 1§ules and Regulations order this Lease. A 'Breach' is defined as Me uname of one or more of the loudening Defaults, end the
failure or Lessee to see such Default within any applicable grace perm
(a) The abandonment of the Pfamiaes: a the vacating of the Premises wancel providing a commercially reasonable level of
Sewnry, or where the coverage of the property insurance described in Paragraph BJ by )wpard¢w as a result thereof, or without providing reasonable
assurances to minimize potential vandalism.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required W be made by Lessee hereunder, whether
W Lessor or W a Ihbd party, when due, to provide reasonable evidence of Maurance a surety bond, or to lifill any obligation under this Lease which
endangers or Manuatsm life or property, where Such failure continues for a perked of 3 business days following w itum notice to Lease.,
(c) The failure by Lessee W Provide (i) roasonable written ev dens, of compliance with Applicable Requirements, (g) the sonic r
co0lrBcts, (III) the fascisagn of an unauthorized assignment or subletil, IN) an Estoppel Certificate, (v) a requested subadinauon, (il cadence
..1.9 any guaranty anNa DemanW, (vii) any document requested under Paragraph 42, (viii) humnal safety data shoals (MSDS), a (a) any
other documentation or Information which Lessor may reasonably require of Lessee under the terms of MIS Lease, where any such failure continues for
a paned of 10 clays following written notice to Lessee.
(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, m of the rules adopted under Paragraph
40 hereof, other than those described in Bubpamgraphs 13.1(e), (b) or (c), above, where such Default continues for a pence of 30 clays after written
notics; prevded, hkewaver. that If the nature of Lessee's Default ts such that mesa than 30 days are reasonably required for its Sere, than it shall not be
deemed W ha a Breach 9 Lessee commences such are w Said 30 clay period and thereafter diligently prosecutes such cure to completion.
(0) The dccunancs of any of Me fobwing events: (i) the making of any general arrangement or assignment forthe benefit of
aadiums. (II) beokemMg a 'deatse as de0ed In 11 UZZ. §101 or any successor statute thereto (unless, in the rase of a pelidon filed against Lessee.
Me same Is dismissed within 60 days): (III) Me appointment of a "aloe or receiver to lake possession of substantially all of Lessee's assets located at
Me Premises or of Lesseea interest in this Lease. where possession Is not restored to Lome within 30 days; or Irv) the attachment. execution or other
fudichil seizure of substantially all of Lessee's assets located al Me Premises or of Lessee's interact in this Lease, where such selzure is net discharged
within 30 days; provided, however, in the event that any provision of this subparagraph (a) is contrary to any applicable law, such provision shall be Of
he fop or effect, am ml affect Me validity of Me remaining provisions.
(Q The discovery that any financial statement of Lessee a of any Guarantor given W Lessor was materially false.
(g) If Me performance of Lessee s obligations under this Lease is guaredaad: (I) Me death d a Guaranla, gQ the termination of a
Guarantees HOURS, with respect to this Lease other than in eccodams with Me terms of such guaanty, (is) a Guarantees becoming insolvent or the
PAGE 10 OF 17
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02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7J101E
subject of a b briouplry riling, (iv) a Guaranies refusal W Iwror the tutu nry, or (v) a Guarantors breach of gs guaranty obligation on an ants iproory
bad.. and Lessee's failure, within 60 days following written who@ of any such event, W proves whiten allemalive assurance or security, which, when
coupled with the men existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Obnoxious that existed at
the lime of ssawtion of this Lease.
112 Remedies. If Lessee fare to perform any of IN wroomij duties or obligations, within 10 days after written notice (or In case of an
emergency, without notice), Lessor may, at its option, perform uch duty or obligation on Lessee's behalf, including but not limited to the obtaining of
reasonably required bonds, insurerce Forces, or govemmenW Ibansea, permiby m approvals. Lenea shall pay la Lessor en amount equal b 115% of
Me costs and aspenssa incurred by Lessor in such pertormanu upon receipt of an invoice therefor. In the event W a Breach, Lessor may, with or
without further notion or demand, and without limiting Lessor in the ex adse of any right or remedy which Lessor may have by Narrow of such Breach:
(a) Terminate Levee's right to possession of the Premises coy any lawful means. N which case this Lease may terminate and
Lessee shall immediately sorronder possession to Lessor. In such event Leaser shell be entitled to recover from Lessee: (I) the unpaid Rent which had
been earned at the time of Nomination; 01) the worth or the time of award of the amount by which the unpaid rent which would have been earned after
lamination until me Nee of award exceeds the amount of such rental loss that Ine Lessee proves cook have been reasonably avowed; (iii) Me worth at
Me lime of award of the amount by which the unpaid rent for the balence of the lean after the time of award exceeds the amount of such rental lob Nat
Me Leeaee proves word be reasonably avowed; and (iv) any other amount nooesaary to comparisons Lessor for all the detriment preximately caused by
the Lessee's failure W perform he obligations under this Loan or which in me Ordinary worse of things would be likely to result Meyerson, including but
nor limited to me curl of recovering pposession of the Premises, expenses of rejoining, Including necessary renovation and alWrawn of the Premium,
reasonable attorneys' fees, and that Portion Of any leasing commission paw by Lessor In connection with this Lease applicable W the unexpiretl tam of
this Leese. The worth at the time of award of the amount released to In provision (III) of the Immediately preceding sentence shall be computer by
discounting such amount at the discount rate of the Federal Reserve Bank of the Dialect within which Bra Premises are located at the time of award
plus we percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of Ihk Lease shall col waive Leonora fight to recover damages
under Paragraph 12. If termination of this Lease is obtained through Me provisional remedy of unlawful detainer. Lessor shall have the right to recover
In such pmceadirg any unpaid Rent and tlamages as are recoverable MwMn, or Lessor may reserve the fight to recover .0 by any part thereof in a
uparete suil. If a notip and crap penod required under Paragraph 13.1 was not provbusly given, a Police 10 pay rent or quit, w to perfOun or quit
given to Lessee under He unawful deleNer statute shall also constitute me Opium required by Paragraph 13.1. In such One. the applicable grace
period required by Paragraph 13.1 and the unlawful detainer statute shall Ion concurrently, rand me failure of Lessee to core Me Default within me
greater of the hvp such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor W the remedies provided for
W No Lease endow by said stalule.
(b) Continue the Lease and Lessee's night to possession and recover the Rent as it becomes tlue, in which event Lessee may
sublet or all subject only to reasonable limitations. Ads of maintenance, efforts W valet, and/or the appoinbnent of a receiver to protect the
Lessors Wereaby, shag nor constitute a termination of He Lessee's right to possession.
(c) Pursue coy other remedy now or hereafter available under the Was Or judicial decisions of the slate wherein the Premises are
bated. The expiration or WminaWn of this Leese and/or me termination of Lessees right to possession shall not relieve Lessee from liability under
any indamn6y provisions of Nu Lease ale W matters Occurring or accruing during Me tam hereof Or by reason or Lessee's Occupancy of the Premises.
13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for
Lessee of any cash or other bonus, Inducement or consideration for Lessee's entering Into his Leese, all of which concei alone are hereinafter referred
W as 'Inducement Provisions,' shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and condition.
of Min Lone. upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed debted from NM Lease and of no
fuller loop d effect, and any rent, other charge, bonus, inducement or consideration Heretofore abated, given or peW by Lessor under such an
inducement Provision shall be immediately due and payable by Lasses to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The
accepbynp by Lessor of rent or me cure of the Breach whwlt initialed the operation of this paragraph shall not be deemed a waiver by Lessor of the
Provision. of thin Paragraph unless apecificelly so stated in W60g by Lessor at me time of such acceptanse.
13.4 Late Charges. Louse hereby acknowledges that late payment by Lessee of Rant will muse Lessor to incor costa not
contemplated by this Lease, the exact amount of which will be extremely difFicolt W ascertain. Such male include, but are not limited to, processing and
accounting chargu, and late charges will may be imposed upon Lessor by any Lender. Accordingly, g any Rent shag not be received by Lessor
within 5 days ether such amount shell be due, then, withal any requirement for notice no Lessee, Lessee shall immediately coy W Lessor a one-time
Into charge equal to 10% of each such overdue amount or SIM. whichever is greater. The Ponies hereby agree that such late ciwrge represents a fair
and reasonable as5mate of the coals Lessor will incor by reason of such late payment. Acceptance of such byte charge by Leaaor shall W no event
mnaglute a waives of Lessee's Default or Breach with respect to such overdue amount nor prevent the exertip of any of me other rights and remedies
granted hereunder. In the event that a late charge is payable hereunder, whether ON not collected, for 3 consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to Me contrary. Ban Rent Mall, at Lessor's option, become due and payable comedy In advance.
13.5 Interest Any monetary payment due Loamy hereunder, other then late charges, not received by Lessor, when due as to
scheduled payments (such as Baas Rent) or within 30 days following me date on which il was due for nornechedulnd payment, shell bear interest from
the dale when due, an to scheduled payments, or the 31 in day after it was due as to noo-sphadbmI payments. The interest ( 'Interest') charged shall
be computed at the rate of 10%pen annum but shag not exceed the maximum rate allowed by law. Interest is payable in addition to the potential lane
chaTO provided for H Paragraph 134.
13.6 Breech by Lessor.
(a) Notice of Breech. Lessor shall not be deemed in breach Of this Lease unless Lessor fails within a reasonable time W ponorm
an obligation required to be performed by Lessor. For purpops of this Paragraph, a reasonable time shall in no event be Was than 30 days agar
receipt by Lecaor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying
wherein such obligation of Lecaor has not been performed; provided, however, that If the nature of Lassoes optimism is such that more Nan 30 days
are reasonably required for Its perfowama, Hen Lessor shell not be in breach if performance Is commenced winner such W day period and thereafter
diligantly pursued W completion.
M) Performance by Loses an Behalf of Leaor. In Me event that neither Lessor nor Lender cores saw beach within 30 days
after receipt or uW notice, m if having commenced said core may do not diligently pursue it to completion. Nan Lessee may eject W cure said breach
PAGE 11 OF 17
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C2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-7-Ng1E
at Lessee's expense and offset from Rent the eclual and reasonable coil o perform such cure, provided however, Mal such -Reel she" not exceed an
amount equal to the greater of one month's Base Ran( or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor. Lessee
shall document the at of sold cure and supply said documentation to Lessor.
1e, Condemnation. If Me Promises u, any portion Diereof are taken under Me Power of eminent domain or sold arcs, the his, of Me axerclse
Of said power (cullecn aty 'Condemnation"), this Lease shall terminate as to Me part taken as of Me data Me condemning authority takes he of
possession, "Milho s first occurs. If more Man 10% of Me Building, or more than 25% of Mel Podion of Me Premises not Occupied by any building, is
taken by Condemnation, Lessee may, at Lessee's option, b be exercised in writing within 10 days after Lessor shall have given Lessee written notice of
such liking (or In Me absence of such mom, within 10 days after the condemning authority Shall have taken possession) terminate his Lease as of Me
data he condemrng authority takes Salt posessabn. If Lessee does not tsrmirals this Lease in accordance MM he foregoing, this Lease shall
,amain In fug force and effect as to the potion of Me Premises remaining, except that the Base Rent shall be reduced M proportion to Me reduction in
utility Of Me Premises caused by such Condemnation. Condemnation awards Midi payments shall b5 Me property of Lessor, whether such award
shall be made as conn"nsegon for diminution in value of Me leaski the value of Me put taken, or for Severance damages; Provided, however, that
Lessee shall be entitled to any compensation Ion Lessee's relocation expenses, loss of business goodwill ani Trade Rouses, without regard to
whether or not this Lease Is terminated pursuant o Me provisions of this Paragraph. All Alterations and Utility Installations made to the Primeness by
Lessee, for purposes of Corcemnaton only, shall be considered the property of the Lessee and Lessee shall be entitled b any and all compensation
which is payable Murata, In Me event Mal this Lease is not terminated by reason of Me Condemnation, Lessor shall faults any damage o Me
Premises caused by such Condemnation.
15, Brokorege Fees. $ee Addendum.
Is 1 MMil enatLemmleelon.�naddiNeMe-Mapeymont M-UreArakerrr
aloe,wise-agree�nwdling,{esaora9reea1M1a1-(a}iFLesseeaxewises anY-0ptier�(I>tiFLaseeaaaquireaanY+igbleleiM1e:Lemicesar-enter-aremises—
v maw, atle.ae,,suer-Me-e,piralien-efilWa{Daca,-er a
SrekessafeeineaeedaneawilPMasehadalaefYro-Braltersine((eeAal-Iha4megflpagxeoa�iene111vaLeeee-
15-2 A umalmn eRGbggation
,h'I., a,hereunder.-BrekersHoll-be Utird-9adY-behegniadee eflM1s-Pravi«ensaf ParagrepneJ,Bi6,2 } pay-lo-Brekereay—
eairerl&ring-la
an Jum no It dkwy� idpolicce 69
Mmited -p'me at calleatingaaµ9roload e/eeawed.
15.3 Repnsenlall.ns and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that"
has had no dealings with any person, firm, broker or finder (enter -Man OwSrokar>JHFiO in connection with Has Laaee, and Mal no one wauthemaid
named -Ronnie u enlillo l to any commission or real fas M mmutdbn herewith. Lessee and Lessor do each hereby agree to indemnify, protect.
defend and hold the chief harmlees from end against liability for compensation or charges whUi may be claimed by any such unnamed broker, finder
or other similar path by mown of any dealings or actions of ha indemnifying Party, including any coals, expenses, attorneys' lees reasonably incurred
with reaped hereto.
t
18. Estoppel Certificates.
(a) Each Party (as 'Responding Party') shall within 10 days after wrinen mace from he aMer Pedy (he 'gaqueedng Party')
execute, acknowledge and deliver to the Requesting Parry a statement In wrilirg in form similar to the then most wrrenl 'Estoppel Centimes' form
published by Me AIR Commercial Real Estate Association, Plus such additional information, confirmation end/or statements as may be reasonably
requested by Me Requesting Patty,
(b) If the Responding Party shall fail to execute or deliver the Estoppel CaNfici le within such 10 day period, the Requesting Party
may execute an Eabppsl Certificate stafing that: (i) he Laae is In lull form and effect without modification except as may be represented by the
Requesting Parry, (it Mere are no uncured defaults in he Requesting Parly'a performance, and (ill) If Lessor is he Requesting Party, rot more Man was
mmh's rant has been past In advance. Prospective purchaser and emumbrancers may rely upon Me Rea,mabg Pants Estoppel Certificate, and Me
Responding Party shall be estopad from denying the truth of he faces contained in said CenMate.
(c) If Lessor desires to finance, refinance, or sell the Premises, crony pad Manuel, Lessee and all Guamakins shall deliver to any
potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but
not limited to Lessees financial statements for the past 3 years. NI each financial statements shall be received by Lessor and soh lender Or purchaser
M confidence and shot be used only for he purposes heren rot fond.
17. Definition of Lessor. The term 'Lessor es coed herein shall mean the owna, m -wars al Me time in question of he lee INS be the
Premises, or, g this le is sublease, of the Lessee's interest in the pror lease. In Me event of a Moral., of Lessor. HIS or interest In Me Premises or this
Lease, Los., shell deliver to he transferee or assignee (in cash or by credit) any unused Semdty Deposit held by Lessor. Except as provNod in
Paragraph 15, upon such transfer or assignment and delivery of the Security Deposit, as afonoaast, the pror Lessor shell be ,shoved of ell liability with
,aspect to has obligations arclor covenants under this Lease hereafter to too Performed by ha Lessor. Subject to Me foregoing, Me obligations and/or
covsanes in Ones Leech b be a forced by the Lessor shall be binding only upon he Lessor as heraiabove defined.
18. Sevenbllfty. The invalidity of any provision of hies Lease, a. determined by a must of competent judolation, shell in no way affect the
validity of any other prevision hereof.
19. Days. Unios$ Otherwies saciftcally indicated to Me ackwo , the wad -days' So used in Mis Lease shall mean and refer o calendar days.
PAGE 12 OF 17
INITIALS
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02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-14101E
20, Limitation on Liability. Th. obligation. of Lessor under this Lease .rail not omutituta personal obligations of Lessor or its p.M. ,
memben, directors, officer. or ehareholtlers, and Lasses shall look to the Premises, and W no other assets of Lee., for He satisfacilonof any liability
of Lessor with rasped to this Lease, and shall not seek Iscoune.gainst Lassoes partners, members, directors, oMcam or ehareholtlers, or any of Heir
Personal assets for such satisfaction.
21. Time of Essence. Time is d Me essence will) rssped H the pertorm.nce of ell obFgationa H M pertormed ar observed by He Partiae uMer
this Lease.
22. No PNar or Other Agreement.; Broker Dlaclelmar. This Lease canliiins all agreements between the Pelves with reaped W any matter
mentioned herein, and no other prior or contemporeneoue agreement or understanding shall be effective. lessor and Lessee each represents and
warrants b tie Broken that it has made, and is relying solely upon, its own investigation as to the nature, qualify, character and financial m.possibility
Of Me Other Party M this Lease and a. le the use, nature. quality and character of Me Premises. Broken have no responsibility with reaped thereto or
wllh M.Pscl ts W detsult ox breath hereof by either Party. The liability (including court mats and atlomeyse (ees), Of any Broker with respect b
negodatlon, execution, delivery or pedmmanos by either Lessor or Lessee under this Lease or any amendment or medifcalion hereto shag be limited to
an amount up to the fee received by such Broker pursuant W Mis Lease; provided, however, that Me foregoing limitation on each Brokers liability shall
not be applicable to any gross negligence or willful misconduct of such Broker.
23. Notices.
23.1 Nedco Requirements. All notices rsqukad or Permitted by this Lease or applicable law shall be in writing and may be delivered in
parson (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Excess Mail, with postage prepaid, or by
facabnge Iramprome on, and shall be deemed sufficiently given if served in a manner specified M into Paragraph 23. The addresses noted adjacent to a
Party's signature on this Lease Shall be Het Party's address for delivery or mailing of notices. Either Party may by written notice to Me other specify a
different address for notice, except that upon Lessee's taking possession of the Promisee, the Premises shall constitute Lessee's address for notice. A
copy of all notices to Lessor shell be Concurrently transmitted 10 such Party or parties at such addresses as Lessor may from time 0 time hereafter
designate in wri
23.2 Data of Notice. My notice sent by registered or certified mad, return recall requested, shall be deemed given on the dale of
delivery shown on the receipt card. or If an delivery dale Is shown, the Postmark Hereon. If sent by regular mail Me notice shall be deemed given 48
hours offer He same is addressed as required herein and mailed with Postage prepaid. Notices delivered by United Slates Express Mail or ovemghl
courser Met guarantee next day delivery shall be deemed given 24 hours after delivery of Me same 10 me Postal Service or Courier. Notices transmitted
by facsimile transmission or similar means Shall be deemed delivered upon telephone confirmation of receipt (mnfirmagon report from fax machine is
sufflobnl), provided a copy I$ also delhered via delivery or mat. If notice Is received on a Saturday, Sunday or legal holiday, It shall be deemed
received on the rand business day.
24. Waivers. No waiver by Lessor of the Default or Breach of any Imm, Covenant or Condition hereof by Lessee, shall be deemed a waiver of
any Offer term, Covenanl or Condition hereof, or of any subsequent Default or Breach by Lessee of the some or or any other term, Covenant or Condition
hereof. Lessors Conant to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessors Consent to, or approval of, any
subsequent or similar act by Lessee, er be construed as Me basis of an estoppel 10 enforce the provision or provisions of this Lease requiring such
Consent. Thelacceptance of Rant by Lessor shall not be a waiver of any Default ar Breach by Lessee. My payment by Lessee may be accepted by
Lessor On amount of moneys or damages due Lessor, notwithstanding any qualifying statements or Conditions made by Lessee in mnoeotim
MerawiH, which such .tatsments and/M cpMiliona shall be of no face of effect whatsoever unless specifically agreed to in writing by Lessor at Pr
before the time d deposil of such payment.
25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. roe Addendum.
�ng'inlae-0gina-aea{'es IeNansadiema-Laseory_Lgesee_shquld
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a mePOP-MYIA-k wnJ9�(ytitprvHe.dingern ",dpn-and abagyatiorv6F4paAegy�gµagenUx,-.G abligdedJaseaeaFle-eNlyr.paFh-
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ti
.__,.___ :in Me Lease. Ires.ble-sk111band
daN`oMenest-aa4tar-daeNnR-and- gaa4failn*-%A-&IIWe6iuAesealLfaGs-N�LmatariaNy..aRaaling-Ipa+ralutrq_deeirahil4re(age-
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-- PAGE 13 OF 17
INMML$
ININLLS
02DO1 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM ST 71101E
Pant' diseleae le Me spar P" Ma lire Leaser wig aeeept rwd ken mi—M leas Man Nw4 kdiwbd k Me tsgag or MM Me Lessee al warop a PaY a
son
Prof.. In. Is,; - - _' aaeechauwaaraluur-rea6a0 blyaxpessL�eir-un9arslaxdine-o(-ll�
aa�ealeadv;ee-obaul raelaeMxgdviee;ggeFireM1 aeruull-a-cera�l.
Ma
eaan
costs ai ,,an
(of b�
-with rea�gelY--aaemieeien-reMlinglalha leahe,
awA9.oker wasu�g
��peJewgair�9aimilaiarven-sash-BrekeCa4ebiHIY-ahelLnel-peaapHea�le..aay.®reas-
negligenca-ocwilil W m�mker-
f) L I}L ee-egraeleJgenUyla.We'd- aa any eammuniaalgna<infmM xn Wwn-.gmkers.Mat..ie
.anaker
26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any pan thereof beyond the expiration or lamination of
fhb Lease. In Me event Mal Lessee holds over, then the Base Rent shall he increased al 160% of Me Base Rent applicable immediately preceding the
expiration Or lamination. Nothing conlained herein shall he construed ore consent by Lessor b any holding, over by Lessee.
27. Cumulativs Remedies. No remedy Or election hereunder shah be deemed exclusive but send. wherever Possible, be cumulative with ON
Other remedies at law or M equity.
2S. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed Or Performed by Lessee are bold
covenants and conditions. In construing this Lease, all heading, and title& are for Me convenience Of the Parties only and shall not he considered a
pad of this Lease. Whenever retained by the context, the singular shall include Me Plural and vice verse. This Lease shall not be command as if
prepared by one of Me Parties, but father Accortling to Its fair meaning es a whole, as If both Parties had prepared It.
29. Binding Effect; Choice of Law. This Leese Mal be binding upon Me Parties, their personal representatives, successors and assigns and
be govamed by Me laws Of Me State M which The Premises are baled. My litigation between 0a Pardee hereto concerning this Lease snail be
Initiated in Me county M which Me Premises are located.
30, Subordination; Adornment; Non-Disturbanc..
30.1 Subordination. Tills Lease and any Option granted hereby shag ba subject and suhorde ate b any ground lease, mortgage. deed
Of trust. or other hypothecation or security device (collectively, 'Sscur ty Device'). Mon or hereafter placed upon Me Premisae, b any AM all advances
made on Me esarily thored. and to all renewals, modifications, and extensions thereof. Lessee agrees Mat the holders of any such Security Devices
(In Otis Lease together referred to as 'Lender) shall have rro liability or obligation to perform any of the Obligations Of Lessor under this Leas.. My
LaMar may elect to have into Lease whi ar any Option granted hereby superior to Me lien of its Sacudty Device by giving written notice thereof to
Lessee, whereupon this Lease and Such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.
30.2 Atiomment. In Me event Mal Lessor traesfen, title b Me Premises, or the Promises are acquired by another upon the foreclosure
Or Lamination of a Security Device b which Mis Leas. is eubordinaled (i) Lessee shall, subject b the non4sbrbance proviaoru of Paagraph 3D.3,
attan 1. such new owner, AM upon request, enter into a new base, containing all of the lerms and provisions .1 this Lease, with such new owner for
Me remainder bf But term hereof. or, at Me election of such now owner, this Lease shall automatically became a new Lease between Lessee and such
new owner, upon all of the terms and conditions hereof. for Me remainder of the term hereof, and lii) Lessor shall thereafter be relieved of any fuller
obligations hereunder and such new owns shall assume AN of Local obligations hereunder, except Mal such new owner shay not: (a) be liable for
any ad or omission a any prior lessor or with respect to events occurring prior to acqu sitbn of ownership; to) be subject to any offsets or defenses
which Lessee mghi have against any prior lessor, (c) he bound by prepayment of mans than one monWs rank or (it) be liable for Me realm of any
security deposit paid to any prior lessor.
30.3 Non -Disturbance. With respect W Security Devices entered into by Lessor alter the execution of this Lease, Lessee's
subordination of Mis Leese shall be subject to receiving a commercially reasonable iron-dishabenco agreement (a 'Non -Disturbance Agreement')
from the Lender which Nan -Disturbance Agreement provides Met Lessee's possession of the Premises, and this Lease, Including any options to extend
Me term hereof, will not be disturbed so long as Lessee is not in Breech hereof and shortly to the record owner of the Promises. Fuller, within 60
clays ,her Me execution of this Lease. Lm ao, shall use Its commercially reasonable ettons to obtain a Non -Disturbance Agreement from me holder of
arty pre-existing Security Device which is securM by Me Promises. In Me event Mat Lessor is unable to provke the Non -Disturbance Agreement within
said on days. Men Lessee may, at Lessees Option, directly contact Lender and attempt to negotiate for me execution and delivery of a Non -Disturbance
Agreement.
WA Sall -Executing. The agreements contained in this Paragraph 30 shah be affective without me execution of any further documents;
provided, however. but. upon written request born Lessor or a LaMar In connection with a sab, financing or refinancing of Me Premises, Lessee and
Lessor shah asocial Such further wrifings as may be reasonably required to separately document any subordination, stbmmend anchor
Nan -Disturbance Agresmend provided for herein.
31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving, the Premises whether founded in tort, contract or solely, or
to declare rights hereunder, Me Prevailing Party (as hereafter defined) in any such processing, action, or appeal Mereon, shall be entitled to reasonable
Wham &' lees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding Is Pursued to
decision or Judgment, The term, 'Prevalling Party" shall Include. without Annialtion, a Party or Emits, who substantially obtains or defeats the reliel
sought, as the case may be, whether by compromise, settlement, judgment. Or Me abandonment by Me other Pony of Broker of its claim or defense.
The aftomeya' lees award shah not be computed in accordance with any could lee schedule, but shall be such as to fully reimburse all attomays' fees
reasonably incurred. In addition, Lessor shall be shaped b attorneys fees, costs and expenses incurred in the Preparation and service of Mtlas of
Default and consultations M connection therewith, whether or ant a legal action is subsequently commenced M connection with such Default or resulting,
PAGE 1s OF A
INITIALS —
INITIALS
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-74101E
Breach ($200 is a reasonable minimum par cocci nerve for such services and consultation).
32, L.... e. Ac.... ; Showing From,...; Rapalra. Lessor and Lassoes agents shall have the fight io enter Me Premises at any time, in the
cue of an ameryefxy, and Otherwise at reasonable times after reasonable prior notice for Me purpose Of showing Me same 0 prospective purchasers,
lenders, or tenants, and making such alterations, repairs. improvements or addition, io the Premise$ in Lessor may deem necessary or desirable and
the erecting, using and maintaining of utilitiss, services, pipes and conduits through Me Premises endlor other premise* as long as Mere is no malarial
adverse affect to Lessee's use of the Premise$. All such activities shall be without abatement of rent Or liability W Lessee.
33. Audlons. Lessee shall not conduct. nor pemit io be conducted, any auction upon Me Premises without Lassoes prior writer consent.
Lessor shall not be obligated to exercie any standard Of reasonableness In detormiring whether to permit an auction.
31. Signs. Lessor may place on Me Premises mdinary'For Sam' signs at any time and Ordinary'For Lease' signs during Me last 6 months of
Me term hereol. Except for ordinery'for sublease' signs, Lessee shalt not place any sign upon the Premises without Lassoes pnpr written consent. All
signs must comply with all Applicable Requirements.
35. Termination; Merger. Unless specifically slated otherwise in writing by Leaser, the voluntary Or other surrender of Mle Lease by Lessee, the
mutual termination or oncelletion hereol or a termination hereof by Lessor for Breach by Lessee, shall automatically handru s any subwore or maser
seem in Me Premises; p.vided, however, Mal Lesser may elect to continue any one or all existing subtenandes. Lassoes failure within 10 days
lollowing any such event to elect 10 0re contrary by written notice to Me holder of any such lesser interest, shall constitute Lassoes election to have
such event corisfiNte Me termination of such interest.
36. Consents. Except as otherwise provided herein, wherever in this Lease Me convent of a Party is required to an ad by or for Me other Party,
such consent Nall col he unreasonably withhold or delayed. Lassoes actual reasonable was and expenses (including but not limited to arditeose,
altaneyf, engineers' and other consultants' lees) incurred in the consideration of, or response to, a request by Lessee Nor any Lessor consent,
Including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon
receipt of an Involee and supporting documentation therefor. Lassoes consent W any act, assignment or aubletling shall Out constitute an
ackmwladgment that m Default Or Breach by Lessee of this Lena exist, nor shall such cowers be deemed a waiver of any Men existing Default or
Bread, except as may he otherwise specifically stated in willing by Lessor at Me lime of such consent The failure la specify herein any particular
caWition io Leuoes consent shall not preclude the imposition by Lessor as the time of consent of such huffier or other conditions as are Man
reasonable with reference to Me particular matter for which consent S being given. In Me event Met effher Party disagrees wish any determination
made by Me other hereunder and reasonably requests the reasons for such determination. Me determining pad shall furnish its reasons in writing and
In reasonable detail within 10 business days mllowing such request.
37. Guarantor. See Addendum.
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Leesaea-pa"n heabaewed-andpegormnd ndeFmim A a saeesha"ae Auietpeeaessbwa quie"njeymen"f4h. Pfia ea9uring ihelerp�
hereol.
39, Options. If Lessee is granted an Option, as defined below, Man Me following provisions shall apply:
39A Definition. "Option- shall ..an: (a) the right to extend Me term of or renew this Leese or to extend Or renew any lease Mal
Lessee has On other property or Lessor. (b) Me right or Not refusal Or and offer to lease either the Premises Or other property of Lessor, (c) Me fight to
purchase or the right of firs( refusal to purchase the Premises pr other Property of Lessor.
39.2 Options Personal To Original Lessee. My Option granted to Lessee in this Lease M personal to the original Luee, and cannot
he assigned or exercised by anyone other than said original Lasses and only while the original Lessee is in NO Possession of Me Premise and, ff
requested by Leaser, with Lessee certifying that Lessee has no Intention Of Ihereaher assigning or subNHm,.
39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be
exmdsed unless Me prior Options have been validly exercised.
39A Effect of Default on Option.
(a) Lessee 080hae no right to exerde an Option: (1) during the period commencing winshe giving of any notice of Default and
continuing unfit said Default is cured. (it) during the period of time any Rent le unpaid (whhoul regard 10 whether notice hereof is given Lessee). (ill)
ducks, he brow Lessee is in Breach of that Lease, or IN) in he event that Lessee has been given 3 or more notion of separate Default, whether or fail
the Delaults are aired, during Me 12 month penod Immediately preceding he exercise of the Option.
(b) The Period of time withinwhioh an Option may be exerom d shall not be extended Or enlarged by reason of Leaee's eubgi(yto
wards, an Option because of he provisions of Paragraph 39.4(a).
(c) M Option shall Ielminate and he of no fuMer force Or effed, notwithstanding Lessee's due and timely exercise of he Option, ff,
after such ....do. antl prior to the commencement of Me extended corm or completion of the purchase, (i) Lessee fail. to pay Rent for a perod of 30
days star such Rent becomes due (wilhoul any necessity of Lessor to give mtice Ihereoo, or (Of ff Lessee commits a Breach of this Lease.
PAGE 15 OF 17
INITIALS INITIALS
02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-TJ OIE
40. Multiple Buildings. time Premiums area parlors group of bufdings coddled by Lessor, Lessee egroo that 4 willabide by and conform to
all reasonable miss and regulations which Lessor may make from time to time for the management, safety, and ore of a" propenles. Including the
ore and dressiness of the grounds and including the Pafkirg, Watling and miouf ing of vehicles, and to Ouse ib empleyem, suppliers, shippers,
customer, contractors and invilees to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in connection with
such rules and regulations.
41. Security Measures. Lessee hereby acknowsedgee Net the Rent payable to Lesser hereunder does rot Include the seal of guard service or
other security measures. and Nat Lessor shall have no obligation whateoever to prosper same. Lessee suumes all responsibility for the protection of
Me Premises. Lessee, its agents and wisdom and Nei( property from the ads d Ihbd parties.
42. Reservations. Lessor reserves to Itself the fghL hoe lima to fine, toIgrant. wished the consent or joinder of Lessee, such easements.
rights and dedications that Lessor deems necessary. and In cause the recordanin of pool maps and restrktlens, so long as such easements, rights.
dedilme ns, maps end restrictions do not unreasonably interfere with the use of Me Premises by Lessee. Lessee agrees W sign any documents
reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions.
40. Performance Under Protest. II at any time a dispute shall arise as to any amount of sum of money to be paid by one Party W the other
under the Provisions hereof, the Party against whom the obligation W pay the money is asserted shall have the right to make payment 'under protest'
and such payment shall not be regarded as a voluntary payment and More shall survive the right on the pan of said Party to sought. suit four monmr, of
each sum. If it shall be adjudged Hal Mere was no legal obligation on the pan of szW Party to pay such sum Or any pod Neroof, eaW Party shall be
ambient W fecOve( such sum Or so much thereof as 0 was not legally required W Pay.
44. Authority; Multiple Parries; Execution.
(a) If either Party hereto a a coryoretion, trust, limited liability company. Parlhanhip, or similar entity, each individual
executing this Leese on behalf of such entity represents and wartenle that he or she is duty authored to execute and deliver Nis Lease on Ind behalf,
Each pady shall, within 00 days after request, deliver to the other parry satisfactory evidence of such eutherity.
(b) If Nis Lease Is executed by more Nan are person or study As'Lessee', each such person or ensy shall ba Jointly and
severally liable hereunder. It is agreed Nat any one of the named Lessees shall be empowered W execute any amendment to thte Lease, or other
dowmsnl ancillary, thereto and bind all of the named Lessees, end Lessor may rely on the same as if all of the named Lessees had executed such
document.
(c) This Lease may be executed by the PaNea in counterparts, each of which shall be deemed an original and all of which
together shell conaNule one and the same instrument.
45, Conflict. My con8td between the printed Provisions of this Lease and typewritten or handwritten previsions shall be controlled by the
typewriffen or handwritten previsions.
48. Other. Preperetfon of Nis Leese by either Party or their agent and submission of same to the other Party shall not be deemed an offer to
tease to the offset Party. That Lease is not intended to be binding until executed and delivered by dl Parties herelo.
47. Amindments. That Lease may be modified only in writing, signed by the Parms in interest at the fine of the modification. AS Wrg as they
do not materially change Lessee's obligations hereunder. Lessee agrees to make such reasonable non-mone4ry modifications to this Lease as may be
reawnably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.
48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
49. Modlagon and Arbitration of Disputes. An Ad6endum requiring the Mediation and/or the Arbitration of all disputes between the Parties
andk r Brokers arteirg out of this Lease ❑ Is ® Is not attached to this Lease,
50. Americans with Disabilities Act, Since campgano with the Americans with Disab0ities Ad (ADA) le dependant upon Lessee's specific use
al Ind Promisee, Lessor makes no warranty or representation as to whether er rot Ind Premises comply wigs ADA or any Similar legislation. In the
avant Nat Lessee's use of the Premises requires modifications or additiose to the Promises in order to be in ADA compliance, Lessee agrees W make
any such necessary modifications and/or additions at Lessee's expense.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND
BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE
INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
ATTENTION NO REPRESENTATION OR RECOMMENDATION I51MDE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY
BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH
IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION
SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES,
PAGE 16 OF 17
INITIALS
INffIALB
02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM 31`14-7-Y01E
THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR
LESSEE'S INTENDED USE.
WARNING, IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO
BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMfSES IS LOCATED.
The pintas hereto have executed this Lease at Its place eh l on the dates "pacified above their respective signatures.
Executed at: _Vernon. California Executed at:
On: .Tui y 7 2004 On: ,
By LESSOR: By LESSEE:
CITY OF VERNON STANDARD PAPER BOX CORP., A CALIFORNIA
CORPORATION
By: By.
Me" arkead: truce V. Malkenhorst Name abed:
TMM City Administrator/Cit Clerk Tate:
By:
BY:
Name armed: Name Printed:
Title: Ties:
Address: 4105 Santa Fe Avenue Address:
Vernon CA 90058
Teephone:l-323 583-8811 Telephone:(_)
Fac.brea(M 826-1438 FasJmga:(_)
Federal ID No. Federal ID No.
BROKER: BROKER:
AM: AM:
rue: Titla:
Months: Address:
Teephone:(_) Telephone:(_)
Fscdhd1a:(_) Facsim9e:(_)
Federal ID No. Federal ID No.
0AWM1201TIm LYOlnfte-imam Lease-NattOq of Vamp, 6-11-04M
NOTE: These forma are often modified to meet the changing raciulrements of law and Industry needs. Always write or ,It to
make Sure you ere Utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 So. Flower Street
Suite 600, Loa Angeles, California 90017. (213) 687-8777. Fax No. (213) 687-8616
6 Copyright 2001 - By AIR Commarclal Real Estate Assodni.n. All dghta moaned.
No pan of these works may be reproduced In any form without permission In writing.
APPROVED AS TO FORM:
Willard Yamaguchi, Deputy City Attorney
PAGE 17 OF 17
INITIALS
02001 •AIR COMMERCIAL REAL ESTATE ASSOCIATION
INITIALS
FORM STNJT OIE
Addendum to AIR Commercial Real Estate Association
Standard Industrial/Commercial Single -Tenant Lease — Net
Lessor: City of Vernon
Lessee: Standard Paper Box Corp.
Premises: 2301 East Vernon Avenue, Vernon, California
Dated: June 14, 2004
50.1 Addendum: This Addendum (the "Addendum") is attached to and made a part of that
certain AIR Commercial Real Estate Association Standard Industrial/Commercial Single -
Tenant Lease — Net (the "Lease"). In the event of any conflict or inconsistency between
the provisions of the Lease and this Addendum, the terms of this Addendum shall control.
Any initially capitalized term used in this Addendum that is not defined herein shall have
the meaning ascribed to such term in the Lease. All references in the Lease or in this
Addendum to the Lease shall be deemed to mean and refer to the Lease, as amended by
this Addendum.
50.2 Purchase Agreement: This Lease is entered into pursuant to that certain Standard Offer,
Agreement and Escrow Instructions for Purchase of Real Estate, dated as of April 26,
2004, including all amendments thereto (collectively, the "Purchase Agreement"), entered
into by the Lessor, as Buyer, and the Lessee, as Seller. This Lease shall become
effective, if at all, only upon the Closing for the purchase and sale of the Premises
pursuant to the Purchase Agreement. In the event of any conflict or inconsistency
between the provisions of the Purchase Agreement and this Lease, the provisions of the
Purchase Agreement shall control.
50.3 Condition of Premises: Lessor makes no representations or warranties to Lessee
regarding the condition of the Premises. Lessee has been operating a business at the
Premises for a number of years, and Lessee is continuing to occupy the Premises during
the term of this Lease. Lessee acknowledges that Lessee is continuing its occupancy of
the Premises based on Lessee's knowledge of the conditions of the Premises and all
systems located at the Premises, and that Lessee is leasing the Premises from Lessor in
their "AS IS" condition, with all faults, whether known or unknown. No maintenance or
repays of any aspect of the Premises whatsoever (including any structural repairs or
repairs to systems) will be made or paid for by Lessor. Lessee further agrees that Lessee
will comply with all laws relating to Hazardous Substances with respect to the Premises
during the term of this Lease, and that Lessee will be fully responsible for any release or
discharge of any Hazardous Substance, or any contamination caused by any Hazardous
Substance on the Premises, that occurs during the term of this Lease. At the expiration of
the term or upon the earlier termination of this Lease, Lessee shall deliver the Premises to
Lessor in the condition required by the Purchase Agreement and by this Lease.
50.4 Lessee's Obligations; Termination of Lease by Lessee: Not later than three (3) months
after the commencement of the term of this Lease on August 3, 2004 i.e., by not later
than November 2, 2004), Lessee shall perform all of the following: (a) Lessee shall
deliver to Lessor the certification described in Section 13.68(a) of City of Vernon
Ordinance No. 961; (b) Lessee shall remove from the Premises all of L.essee's personal
property, furniture and furnishings, which are listed on Exhibit A attached to the
Purchase Agreement, pursuant to Paragraph 2.5. of the Purchase Agreement, including,
without limitation, all of Lessee's printing press equipment, other equipment, personal
property and debris; and (c) Lessee shall vacate the Premises. Upon Lessee's
performance of all of the obligations described in clauses (a), (b) and (c) above of this
Paragraph 50.4, the Lease shall be terminated; provided, however, that the Lease shall not
be terminated as provided above earlier than one and one-half months after the
commencement of this Lease C1.e. the Lease shall not be terminated as provided above
earlier than September 18, 2004). As provided in Paragraph 26.7 of the Purchase
Agreement, if this Lease is terminated earlier than three (3) months after the Closing
under the Purchase Agreement, then the pro -rated portion of the uneamed rent and the
Security Deposit shall be returned to Lessee immediately by Lessor and/or by the Escrow
Holder under the Purchase Agreement, as applicable; provided, however, that this Lease
shall not be temilnated earlier than September 18, 2004, as provided above.
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50.5 Escrow Holder: As contemplated by the Purchase Agreement, the Security Deposit and
the total rent under the Lease are being held by the Escrow Holder as part of the "Lease
Holdback" (as defined in the Purchase Agreement). Lessee and Lessor agree to
reasonably cooperate with each other, as necessary, and to instruct Escrow Holder in
writing to deliver the Security Deposit and the rent payments, when due under the Lease,
to Lessor, and/or to instruct Escrow Holder to promptly return to Lessee the prorated
portion of the unearned rent and the Security Deposit upon the termination of the Lease.
50.6 Hazardous Substances; Applicable Requirements: Paragraphs 6.2 and 6.3 of the
Lease are deleted in their entirety. At the expiration of the term or earlier termination of
the Lease, Lessee shall deliver the Premises to Lessor in the condition required by the
Purchase Agreement and by this Lease. With respect to Paragraph 6.4 of the Lease,
Lessor and the "Department" (as defined in the Purchase Agreement) and their respective
contractors and consultants shall also have the right to enter the Premises, at reasonable
times after reasonable notice, for the purpose of inspecting and testing the condition of
the Premises in connection with approving and issuing the "Certificate of Closure" (as
defined in the Purchase Agreement) for the Premises.
50.7 Maintenance; Repairs, Etc.: Paragraphs 7.1 and 7.2 of the Lease are deleted in their
entirety. In the event of any conflict or inconsistency between the provisions of
Paragraphs 7.3 or 7.4 of the Lease and the provisions of Paragraph 2.5 and Exhibit A, or
any of the other provisiogs, of the Purchase Agreement, the provisions of the Purchase
Agreement shall control. At the expiration of the term or earlier termination of the Lease,
Lessee shall deliver the Premises to Lessor in the condition required by the Purchase
Agreement and by this Lease.
50.8 Insurance: Paragraphs 8.1 through 8.5 and Paragraph 8.9 of the Lease are deleted in
their entirety. During the term of the Lease, Lessee shall maintain in full force and effect,
at Lessee's sole cost and expense, Lessee's existing insurance policies with respect to
Lessee's personal property items, including equipment and machinery, and with respect to
liability insurance, except that Lessor shall be named as an additional insured on Lessee's
existing liability insurance policy. As of the Closing under the Purchase Agreement,
Lessee's real property insurance with respect to the Premises shall be cancelled. During
the term of the Lease, Lessor shall maintain in full force and effect, at Lessor's sole cost
and expense, commercially reasonable policies of insurance with respect to the real
property comprising the Premises, and Lessor may also, in Lessor's sole discretion, elect
to maintain Lessors own liability insurance policy. Lessor shall be named as an
additional insured only with respect to Lessee's liability insurance policy, and not with
respect to Lessee's personal property insurance. Lessee shall not be required to be named
as an additional insured with respect to any policies of insurance maintained by Lessor.
50.9 Damage or Destruction: Paragraphs 9.1 through 9.7 of the Lease are deleted in their
entirety. Upon the expiration of the term or the earlier termination of the Lease, Lessee
shall deliver the Premises to Lessor in the condition required by the Purchase Agreement
and by this Lease; provided, however, that if there shall have occurred prior to the
expiration of the term or the earlier termination of the Lease a destruction of, or damage
or loss to, the Premises, from any cause whatsoever, which would cost $10,000.00 or less
to repair, then, upon Lessor's written request, Lessee shall repair or cure such loss, and, in
such event, Lessor shall make any applicable insurance proceeds available to Lessee on a
reasonable basis for that purpose. Notwithstanding the foregoing, if there shall have
occurred prior to the expiration of the term or the earlier termination of the Lease a
destruction of, or damage or loss to, the Premises, from any cause whatsoever, which
would cost more than $10,000.00 to repair, then neither Lessor nor Lessee shall be
obligated to repair or cure such loss, but this Lease may thereupon be terminated by
either Lessor or Lessee by written notice to the other party; provided, however, that
Lessee shall not terminate this Lease pursuant to this Paragraph 50.9 earlier than
September 18, 2004; and provided, further, that notwithstanding such termination of this
Lease by either party, Lessee shall remain obligated to perform Lessee's obligations
pursuant to Paragraph 50.4 above, and Lessor hereby grants to Lessee and to Lessee's
contractors and consultants, to the extent required, the right of entry and access to the
Premises for the purpose of performing such obligations pursuant to Paragraph 50.4
above, notwithstanding such termination of the Lease.
50.10 Real Property Taxes and Personal Property Taxes: With respect to Paragraph 10 of
the Lease, Lessee and Lessor hereby agree that, upon the expiration of the term or earlier
termination of the Lease, Lessee and Lessor shall promptly agree in writing as to the
amount of Real Property Taxes owing by Lessee to Lessor during the period that the
Lease was in effect, and such amount shall be deducted from the Security Deposit and
retained by Lessor prior to Lessor's returning the balance of the Security Deposit to
Lessee upon the expiration of the term or earlier termination of this Lease. If the supple-
mental tax bills applicable to the period that the Lease was in effect are not received by
the parties until after the Lease is terminated, the parties agree to re -prorate such Real
Property Taxes between themselves promptly following receipt of such supplemental tax
bills, as follows: Lessee shall pay for all Real Property Taxes attributable to the period
that the Lease was in effect, and Lessor shall pay for all Real Property Taxes from and
after the termination of the Lease. With respect to personal property taxes described in
Paragraph 10.4 of the Lease, all of Lessee's machinery and equipment will be removed
from the Premises on or before the termination of the Lease pursuant to Paragraph 2.5 of
the Purchase Agreement. Lessee shall be responsible for all personal property taxes with
respect to any items of personal property that are located at the Premises through the
termination of the Lease, and, with respect to any items of machinery or equipment, or
any other personal property items, that are removed by Lessee from the Premises, Lessee
shall continue to be responsible for the personal property taxes attributable to such items,
notwithstanding the termination of the Lease.
50.11 Brokers: There are no Brokers with respect to this Lease. Paragraphs 15.1, 15.2 and 25
of the Lease are deleted in their entirety.
50.12 Guarantor: There is no Guarantor of this Lease. Paragraph 37 of the Lease is deleted in
its entirety.
AGREED AND ACCEPTED "LESSEE": AGREED AND ACCEPTED -"LESSOR":
STANDARD PAPER BOX CORP. CITY OF VERNON
By:
Date:
By:
Bruce V. Malkenhorst
Date: July 7, 2004
APPROVED AS TO FORM
Willard Yamaguchi, Deputy City Attorney
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• - s�• ,
h.
AUTOMATED PROPERTY TAX PAYMENT SERVICE
For County of Los Angeles
P.O. Box 85310
San Diego, CA 92186-9580
April 8, 2004
Page 1
MARILYNN H JOHNSON
STANDARD PAPER BOX CORP
PO BOX 58826
LOS ANGELES CA 900580826
This confirms the Automated Property Tax payment instructions processed as follows:
Datafrime
Called
Account Number
Reference
Number
EFT Number
Tax
Type
Tax
Period
Reported
Amount
End
Date
04/07/04
10:13:51
4000048868
09877970
1963020170256
11021
04/10/04
$47.174.78
(MST)
Please review the information carefully and if any of this information is incorrect, please immediately call
the County of Los Angeles EFT Hotline at (213) 974-2023.
Thank you for using the Automated Property Tax Payment Service.
AUTOMATED PROPERTY TAX PAYMENT SERVICE
For County of Los Angeles
P.O. Box 85310
San Diego, CA 92186-9580
December 5, 2003
Page 1
MARILYNN H JOHNSON
STANDARD PAPER BOX CORP
PO BOX 58826
LOS ANGELES, CA 90058-0826
This confirms the Automated Property Tax payment instructions processed as follows:
Datelrime
Account Number
Reference
EFT Number
Tax
Tar
Reported
Called
Number
Type
Period
Amount
End
Date
1214103
4000048868
10361077
1963D20170256
11011
12/10/03
$72,712.39
1.16:17 PM
(E.T.)
Please review the information carefully and if any of this information is incorrect, please immediately call
the County of Los Angeles EFT Hotline at (213) 974-2023.
Thank you for using the Automated Property Tax Payment Service.
v,- 06/2ee3 levee 7142571501 - L FLF
479 teoS STREV - Barn, CA 92821-3204 • (800) 901-BVAC • Pas (714) 990.0605 • Lnc a381378 - drefngeraion com
i
PREVENTATIVE MAINTENANCE AGREEMENT
Attn: Keith Fenner
Standard Papar Box
2301 East Vernon Avenue
Vernon. CA 90058
CONDITIONING
Ca.L RWtgerad" Corporation VAV furnish preventative maintenance per the attached
inspection deck list a times per year for the price of $U1.07 par Impaction.
The prim Is sub)W to annual adjustment for oast of "rig increase. Terns are net 30 days.
We will provide emergency service 24 hours, 7 days a week at our current Wiling rates.
Any malfunctions noted during these Irrspedbm will be reposed and authorization for mpairs wig
be obtained before proceeding.
INVENTORY OF EOD:PMENT
QuIant1w IY1,14 Manufacturer CA040tv Lill
1 Split Trans 30 Roof
1 Package Amana 3 Roof
1 Package Day A Night 3 Roof
d Package Carrier 5 Roof
5 Wag arks
Revised Proposal August 6,2003, ref rltare
Messed Flhera wgl not be changed on first preveett bh,, kUj 11 ma
Phased Fitters will be charged on last 3 Preventative Mairtbenance.
Fitters VAg be Provided by: CdL Refrlgeratlm _X _ Customer___._ Other_
FBters will be charged by: C&L Refrigeration _X_Customer _Other
The effective date of t ih agresrrent is 1 ZdE A02 and shaft remain In
erect until either party provides 30 day n notice of csncellstlon.
OwwW CondNlorri Con"ctor Mail not M responalble for any bat or damage for any act* beyond hie
wntrol. Contractor shall not be required t0 remove or replace or after any Part of the building structure In
the Pafonnanoe of IN$ Agree pent The COntr§dOr Men not be bound to mako any conectlon In dealgn of
equipment. Contractor may terminato the Agreernent Immedititaii, upon non payment.
C6L Rafifparatbn Corp. Btandstd "Par S
By By p
Date: - August 6, 2003 Date: _1-///
DUPLICATE
ORDERED C & L REFRIGERATION CORP
FROM P.O. Box 2319
Brea, CA 92622
l:0
PURCHASE ORDER
P/O NUMBER I P/O DATE PAGE
6281 7/25/03 ��
oROER TYPE MnMeE/cAMCEL Cho come
Normal
smr Standard Paper Box Corporation
TO 2301 East Vernon Avenue
Vernon, CA 90058
$2a3.00 EA $1,132.00
PERFORM PM 4 TIMES PER YEAR ON 7/2&W
OFFICE/PLANT/TRAFFIC AIR
CONDITIONERS PER QUOTE DATE
7/22/03. FIRST SERVICE WK 7/28103
TOTAL EXTENDED PRICE: $1,132.00
ORDERED BY:
May-17-04 07o39A
P.02
SMITH -EMERY GEOSERVICES
A MEMBER OF DIE SMITH EMEW COMPANIES, ESTABLISHED 1904
May 14,2004
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
SEG File No.: 33150-1 & 2
SEG Letter No.: LA-2674
RE: Phase I & Phase II Environmental Site Assessments
2301 East Vernon Avenue
Vernon, California
To Whom It May Concern,
This letter serves as acknowledgment that as an assignee of Standard Paper Box, the City
of Vernon may rely upon the information presented in our Phase I Environmental Site
Assessment Report, SEG Report No.: G-03-5533 dated September 11, 2003. and in our
Phase II Environmental Site Assessment Report, SEG Report No.: G-03-5622 dated
October 12, 2003. The City of Vernon and their successors and assigns may assume the
same rights as Standard Paper Box, for all errors and omissions, but is bound by the terms
and conditions of the original contract.
If you have any questions or comments please call us at (213) 745-5333.
Respectfully Submitted,
SMITH -EMERY GTS
AO
MEREDITH CHURCH
Staff Geologist
791 EAST WASH94GTON 80uLEvARp Copyright* 2004 try Smith -Emery GmSmices 1195 NORM NSiMAWM/E
LQSMILES. 5-5333 dA 90021PhKAll Rights Reserved AA"A4. CALF0 Mn 92807
LOS ANGELES, CALFC
i=
RECORDING REQUESTED BY
North American Title Company
Order No. 6012229-62
Escrow No. 220620-TD
WHEN RECORDED MAIL TO:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
COPY of Document Focorded
---Ads-3--214 14 &QI 2
0rfg u r n
processing ha,3 L c ,r I tt d.
LOS AN6ELC5 601)N7V RECISTEAp r o c `CAL
MAIL TAX STATEMENTS TO:
Exempt
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
APN: 6302-017-025
DOCUMENTARY TRANSFER TAX IS NONE — NOT REQUIRED
SEC. 11922 REVENUE TAXATION CODE.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED,
Standard Paper Box Corp., a California corporation, who acquired title
as Standard Paper Box Corporation (the "Grantor")
HEREBY GRANT(S) TO:
City of Vernon, a body corporate and politic, the ("Grantee")
The following described real property, in the City of Vernon, County of
Los Angeles, State of California:
THE LEGAL DESCRIPTION IS DESCRIBED ON THE ATTACHED EXHIBIT "A",
WHICH BY THIS REFERENCE IS INCORPORATED HEREIN AND MADE A PART
HEREOF.
PAGE 1
PAGE
CONTINUED FROM PAGE 1
GRANT DEED
APN: 6302-017-025
ESCROW NO.220620-TD
ORDER NO. 6012229-62
Date: July 30, 2004
"Grantor"
Standard Paper Box Corp., a California corporation
r
By: �i'
Hitoshi Naka ma
Title: President, C.E.O., and C.F.O.
STATE OF CALIFORNIA )
)SS.
COUNTYOF LOS ANGELES )
ON 30/JUL/2004 , BEFORE ME, THE UNDERSIGNED, A NOTARY
PUBLIC IN AND FOR SAID STATE, PERSONALLY APPEARED HITOSHI NAKAJIMA,
XRRgS=XXkyMf0WAD=MEA= 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 ACKNOWLEDGES TO ME THAT
HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED
CAPACITY(IES), AND THAT BY HISMER/THEIR SIGNATURE(S) ON THE
INSTRUMENT, THE PERSONS), OR THE ENTITY UPON BEHALF OF WHICH THE
PERSONS) ACTED, EXECUTED THE INSTRUMENT.
(NOTARY SEAL)
ORDER NO. 6OM29-62
EXHIBIT"A"
(LEGAL DESCRIPTION)
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER OF SECTION 10, TOWNSHIP 2 SOUTH, RANGE 13 WEST, SAN BERNARDINO MERIDIAN, IN
THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE APRIL 22, 1968, IN THE CITY OF
VERNON, DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE SOUTHWEST QUARTER OF
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION WITH THE NORTH LINE
OF VERNON AVENUE, SAID POINT BEING DISTANT NORTH 89° 26' 30" EAST 2D05.60 FEET FROM THE
INTERSECTION OF SAID NORTH LINE WITH THE EASTERLY LINE OF THE 30 FOOT RIGHT OF WAY
ACQUIRED BY THE LOS ANGELES AND SAN PEDRO RAILWAY COMPANY BY CONDEMNATION, A
CERTIFICATE COPY OF THE DECREE THEREOF BEING RECORDED IN BOOK 1 PAGE 531,
MISCELLANEOUS RECORDS OF SAID COUNTY; THENCE ALONG THE EAST LINE OF THE SOUTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION, (SAID
LINE BEING ALSO THE WEST LINE OF LOT "A" OF TRACT NO. 2164, IN SAID CITY, AS PER MAP
RECORDED IN BOOK 32 PAGE 46 OF MAPS RECORDS OF SAID COUNTY, NORTH 0° 52' 45" WEST
601.50 FEET TO THE SOUTHEAST CORNER OF A PARCEL OF LAND CONVEYED TO THE SOUTHERN
PACIFIC RAILROAD COMPANY BY DEED RECORDED IN BOOK 1203 PAGE 178, OF OFFICIAL RECORDS
OF SAID COUNTY; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ON A CURVE
CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 278.34 FEET, 44.12 FEET TO THE SOUTHERLY
LINE OF THE LAND DESCRIBED AS PARCEL "A" IN AGREEMENT RECORDED IN BOOK 6293 PAGE 204 OF
DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89° 28' 15" WEST
390.85 FEET TO THE NORTH CORNER OF THE LAND CONVEYED TO E.C. WILSON BY DEED RECORDED
IN BOOK 7250 PAGE 91 OF SAID DEED RECORDS; THENCE ALONG THE WESTERLY LINE OF SAID LAST
MENTIONED LAND, SOUTH 0° 51' 45" FAST 605.22 TO THE NORTH LINE OF VERNON AVENUE; THENCE
EASTERLY ALONG SAID NORTH LINE, 434.78 FEET TO THE POINT OF BEGINNING.
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property
conveyed by Grant Deed dated 1-?Id , 2004, from
Standard Paper Box Corp., a California corporation, is
hereby accepted by the undersigned officer(s) on behalf of
the City Council of said City pursuant to authority
conferred by Resolution No. 8456 of the City Council of
said City adopted on June 2, 2004, and the City consents to
the recordation thereof by its duly authorized officer.
Date: August 2, 2004
CITY OF VERNON
BRUCE V. MALKENHORST,
City Administrator
APPROVED AS TO FORM:
y
ERIC T. FR SC , City Attorney
Property: Assessor's Parcel No. 6302-017-025
NORTH -
AMERICAN
COMPANY -
DATE: August 4, 2004
VIA GOLDEN STATE OVERNIGHT
Mr. Dennis Lucido
Disbursements/Tax Division
Tax Section, Room # 153
500 West Temple Street, #153
Los Angeles, CA 90012
ATTENTION: TAX CANCELLATION UNIT
Re: 2301 East Vernon Avenue Vernon CA 90058 — Escrow No 220620-TD
Dear Mr. Luddo :
Please find enclosed a conformed copy of the Grant Deed dated July 30, 20D4 from Standard Paper Box Corp., a
California corporation to CITY OF VERNON, A BODY CORPORATE AND POLITIC, recorded on August 3, 2004
as Instrument No. 04-1986572 and our Check No. 1028071 in the amount of $8,885.56 representing prorate taxes
from 07/01/04 to the close of escrow on 08/03/04.
Please cancel the County Real Estate Taxes pursuant to the following information:
Tax Parcel: 6302-017-025
Property acquired by CITY OF VERNON for $6,400,000.00 for County purposes.
If you have any questions, please contact the undersigned.
Tze Ofice
cc: Bruce Malkenhorst, City Administrator/City of Vernon
(Via US Mail)
cc: Warren Williams, Esq.
(Via US Mail)
cc: Hitoshi Nakajima/Standard Paper Box Corp.
(Via US Mail)
cc: Sandra Sion, Esq./Troy Gould
(Via US Mail)
520 North Brand Boulevard Glendale, CA 91203
PHONE:(818)240-4912 FAX:(818)551-5361
TripleTek Enterprise Settlement System 4609 LetlerAm
RECORDING REQUESTED BY
North American Title Company
Order No. 6012229-62
Escrow No. 220620-TD
WHEN RECORDED MAIL TO:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
ICOPY Ot uUCument Rocorded
--W-�24 4 1�Sf 7 2
pros S8ing has
d.
O' ANGELES COENa R_CISTI:AL • F;_-;,,,:,:IEI:�GL':Jtt CEERR
MAIL TAX STATEMENTS TO:
Exempt
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
APN: 6302-017-025
DOCUMENTARY TRANSFER TAX IS NONE — NOT REQUIRED
SEC. 11922 REVENUE TAXATION CODE.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED,
Standard Paper Box Corp., a California corporation, who acquired title
as Standard Paper Box Corporation (the "Grantor")
HEREBY GRANT(S) TO:
City of Vernon, a body corporate and politic, the ("Grantee")
The following described real property, in the City of Vernon, County of
Los Angeles, State of California:
THE LEGAL DESCRIPTION IS DESCRIBED ON THE ATTACHED EXHIBIT "A",
WHICH BY THIS REFERENCE IS INCORPORATED HEREIN AND MADE A PART
HEREOF.
PAGE
CONTINUED FROM PAGE 1
GRANT DEED
APN: 6302-017-025
ESCROW NO.220620-TD
ORDER NO.6012229-62
Date: July 30, 2004
"Grantor"
Standard Paper Box Corp., a California corporation
Hitoshi Naka mra
Title: President, C.E.O., and C.F.O.
STATE OF CALIFORNIA )
)SS.
COUNTYOF LOS ANGELES )
ON 30/JUL/2004 , BEFORE ME, THE UNDERSIGNED, A NOTARY
PUBLIC IN AND FOR SAID STATE, PERSONALLY APPEARED HITOSHI NAKAJIMA,
xRRR=b=Xy=nVR=MB=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 ACKNOWLEDGES TO ME THAT
HE/SHE/THEY EXECUTED THE SAME IN HISMERMIEIR AUTHORIZED
CAPACITY(IES), AND THAT BY HIS/IIER/THBIR SIGNATURE(S) ON THE
INSTRUMENT, THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE
PERSON(S) ACTED, EXECUTED THE INSTRUMENT.
� ��• yam. �
(NOTARY SEAL)
ORDER NO. 6012229-62
EXHIBIT "A"
(LEGAL DESCRIPTION)
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER OF SECTION 10, TOWNSHIP 2 SOUTH, RANGE 13 WEST, SAN BERNARDINO MERIDIAN, IN
THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE APRIL 22, 1968, IN THE CITY OF
VERNON, DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE SOUTHWEST QUARTER OF
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION WITH THE NORTH LINE
OF VERNON AVENUE, SAID POINT BEING DISTANT NORTH 89° 26' 30" EAST 2005.60 FEET FROM THE
INTERSECTION OF SAID NORTH LINE WITH THE EASTERLY LINE OF THE 30 FOOT RIGHT OF WAY
ACQUIRED BY THE LOS ANGELES AND SAN PEDRO RAILWAY COMPANY BY CONDEMNATION, A
CERTIFICATE COPY OF THE DECREE THEREOF BEING RECORDED IN BOOK 1 PAGE 531,
MISCELLANEOUS RECORDS OF SAID COUNTY; THENCE ALONG THE EAST LINE OF THE SOUTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION, (SAID
LINE BEING ALSO THE WEST LINE OF LOT "A" OF TRACT NO. 2164, IN SAID CITY, AS PER MAP
RECORDED IN BOOK 32 PAGE 46 OF MAPS RECORDS OF SAID COUNTY, NORTH 0° 52' 45" WEST
601.50 FEET TO THE SOUTHEAST CORNER OF A PARCEL OF LAND CONVEYED TO THE SOUTHERN
PACIFIC RAILROAD COMPANY BY DEED RECORDED IN BOOK 1203 PAGE 178, OF OFFICIAL RECORDS
OF SAID COUNTY; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ON A CURVE
CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 278.34 FEET, 44.12 FEET TO THE SOUTHERLY
LINE OF THE LAND DESCRIBED AS PARCEL "A" IN AGREEMENT RECORDED IN BOOK 6293 PAGE 204 OF
DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE, SOUTH 890 28' 15" WEST
390.85 FEET TO THE NORTH CORNER OF THE LAND CONVEYED TO E.C. WILSON BY DEED RECORDED
IN BOOK 7250 PAGE 91 OF SAID DEED RECORDS; THENCE ALONG THE WESTERLY LINE OF SAID LAST
MENTIONED LAND, SOUTH 0° 51' 45" EAST 605.22 TO THE NORTH LINE OF VERNON AVENUE; THENCE
EASTERLY ALONG SAID NORTH LINE, 434.7E FEET TO THE POINT OF BEGINNING.
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property
conveyed by Grant Deed dated '1- 3P , 2004, from
Standard Paper Box Corp., a California corporation, is
hereby accepted by the undersigned officer(s) on behalf of
the City Council of said City pursuant to authority
conferred by Resolution No. 8456 of the City Council of
said City adopted on June 2, 2004, and the City consents to
the recordation thereof by its duly authorized officer.
Date: August 2, 2004
CITY OF VERNON
BROCE V. MALKENHORST,
City Administrator
APPROVED AS TO FORM:
ERIC T. FR SC , City Attorney
Property: Assessor's Parcel No. 6302-017-025
NOMF MERICAN
WARNING!- DO NOT CASHTHIS CHECk WITH-
No. 1028071
TITLE COMPANY
OUT NOTING WATEW4111 ON WTH SIDES AND
�, Fre+ceu Fhg..� once
HOLOGI MI ON FRONT SIDE.
y Frerrw.. G qp.,.., yTn
520 Norn Brand Boulevard
x.a-az,En
Glendale, CA 91203
(818) 24D3912 FAX (818) 551-5361 #91401
DATE
AMOUNT
Escrow#: 220620-TD
08/03/2004
"""`8,885.56
PAY Eight Thousand Eight Hundred Eighty Five Dollars And Fifty Six Cents
ID 15D
OF ISSUE
TO THE LOS ANGELES TAX COLLECTOR
RED
ORDER OF 500 WEST TEMPLE STREET, #153
DISBURSEMENTS/TAX DIVISIOWTAX SECTION ROOM #153
LOS ANGELES, CA 90012
"-
It- 102807111$ 1:L211375221: 48920911720
North American Title Company - Escrow Account #914-01 No. 1028071
Escrow M 220620-TD 0810312004 TAX CANCELLATION
Property Address: 2301 EAST VERNON AVENUE, VERNON, CA 90058
Buyer: CITY OF VERNON
Seller: STANDARD PAPER BOX CORP., A CALIFORNIA CORPORATION
-• 8,885.56
Prorate portion of 2004-2005 fiBo42,885.56
NORTH AMERICAN TITLE COMPANY
Accepting Office: NORTH AMERICAN TITLE COMPANY
Address: 520 North Brand Boulevard Glendale. CA 91203
Order No.: 6012229-62 Filing Reference:
INDEMNITY AGREEMENT Il
(Record Matters)
THIS AGREEMENT ("Agreement") is made and entered into this 3rd day of August, 2004, by
and between
STANDARD PAPER BOX CORP., a California corporation
hereinafter (collectively, if more than one) referred to as "Indemnitor", and FIRST AMERICAN
TITLE INSURANCE COMPANY, through its agent, NORTH AMERICAN TITLE
COMPANY, hereinafter referred to as "North American".
1. Indemnitor is the owner of and/or has some interest in that certain real property
hereinafter referred to as "the Property", located in the County of LOS ANGELES, State of
California, described as follows:
See legal description set forth on Exhibit "A" attached hereto.
2. Indemnitor is contemplating encumbering and/or selling the Property and has
requested North American to issue its policy of title insurance in connection therewith.
3. An examination of the Official Records of said county discloses the following
matter or matters of record hereinafter referred to as "the Record Matter" affecting the Property:
Form UCC-1 Financing Statement, and Changes thereto, recorded on July 14, 1999, as
Instrument No. 99-1296501, on December 27, 2001, as Instrument No. 01-2480150, and
on February 19, 20049 as Instrument No. 04-03688316, in the Official Records of Los
Angeles County, California.
4. [Intentionally omitted.]
5. Indemnitor is currently in Escrow to sell the Property to the City of Vernon.
From and after the Close of Escrow, Indemnitor will lease the Property back from the City of
Vernon for a period of time that is anticipated not to exceed three (3) months. During the term of
such lease -back of the Property, Indemnitor intends to remove all of its personal property,
machinery and equipment from the Property, including, without limitation, the equipment
covered by the Record Matter. It is therefore anticipated that the equipment encumbered by the
Record Matter will be removed from the Property within three (3) months following the Close of
Escrow. The purpose of this Agreement is to induce North American to remove the Record
Matter from the policy (or policies) of title insurance to be issued in favor of the City of Vernon
(and/or in favor of the City's lender, if any) at the Close of Escrow, and from future policies of
title insurance, pursuant to all of the terms and conditions set forth herein.
6. Therefore, Inden itor, regardless of its interest in or relationship to the Property,
has an interest in the issuance of and desires North American to issue its policy or policies of title
insurance insuring an owner or owners of the Property, and/or insuring holders of mortgages or
deeds of trust encumbering the Property, against loss by reason of the Record Matter.
7. North American is willing to consider the issuance of such policy or policies of
title insurance as Indemnitor has requested, insuring against loss by reason of the existence of the
Record Matter, however, North American shall determine whether to issue each policy based on
reliance on the covenants, conditions, representations and warranties of Indemnitor herein made,
and upon a determination by North American that each and every covenant to be performed by
Indemnitor has, as a condition precedent to such issuance, been performed.
IN CONSIDERATION OF THE ISSUANCE by North American of each policy of title
insurance as North American shall decide to issue insuring against loss by reason of the
existence of the Record Matter, Indemnitor agrees as follows:
8. In the event that any action is filed at law or in equity or any procedure is
instituted relating to the Record Matter, Indemnitor agrees to notify North American in writing
of such action or procedure of which Indemnitor shall by any means whatsoever become aware
within three (3) days of acquisition of knowledge of such action or procedure.
9. Upon the filing of any action at law or in equity or the institution of any procedure
relating to the Record Matter, or at any time (commencing not earlier than three (3) months after
the Close of Escrow for the sale of the Property by Indemnitor to the City of Vernon as described
above, if such item of equipment has not by then been removed from the Property) that North
American shall, in its absolute subjective opinion, deem it necessary in order to protect itself or
its insured or insureds, North American shall have the absolute right to demand, and Indemnitor
agrees to comply therewith, that Indemnitor:
A. In situations where the payment of any sum of money will discharge or
eliminate the effect of the Record Matter as to the Property, Indemnitor shall upon demand of
North American cause such sum of money as is sufficient to so discharge or eliminate the Record
Matter to be paid in such a manner as to effect such discharge or elimination; or
B. In situations where affirmative legal action or proceedings at law or in
equity are necessary to effect discharge or elimination of the Record Matter as to any effect it
may have on the Property, Indemnitor shall, upon demand of North American cause counsel
acceptable to North American to institute such action or procedure as will so discharge or
eliminate the effect of the Record Matter as to the Property, and to cause to be delivered to North
American a written representation by such counsel to the effect that such counsel has accepted
employment as counsel to commence and vigorously prosecute to conclusion such action or
procedure; or
-2-
C. In situations where any action or procedure concerning the Record Matter is
instituted by any party other than North American or Indemnitor, Indemnitor shall, upon demand
by North American, cause such action or procedure to be timely defended and resisted by
counsel acceptable to North American which counsel will protect North American and any
person or insured to whom North American may have possible liability as a result of issuance of
a policy or policies of title insurance pursuant to this Agreement, and cause to be delivered to
North American a written representation by such counsel to the effect that such counsel has
accepted employment as counsel to defend any such action or resist any such procedure and will
undertake any and all steps necessary to protect North American and its insured or insureds; or
D. Take such action with respect to the Record Matter as North American shall, in its
absolute subjective discretion, authorize hndemnitor in writing to undertake, provided that any
such authority shall not be a waiver by North American to, at any time, require Indemnitor to
comply with subparagmphs A, B and C above, within five (5) days of North American's written
revocation of authority to take action other than that under subparagraphs A, B and C, and
demand for Indemnitor to comply with subparagraphs A, B and C, above.
In the event Indemnitor fails to comply with subparagraphs A, B, C, or D above,
North American shall have the right, in addition to any and all recourse available to North
American under this Agreement or under law or equity, but not the obligation, to take or do any
act, in the name of Indemnitor or otherwise, m North American shall, in its absolute subjective
opinion deem necessary or desirable to protect its interests under this Agreement, or the interests
of its insured or insureds.
10. Notwithstanding any other recourse available to North American under this
Agreement, or otherwise at law or in equity, Indemnitor (and each of them jointly and severally
if more than one) hereby agrees to hold and save North American harmless, and to protect and
indemnify North American from and against any and all liabilities or claims of liability, losses,
costs, charges, expenses and damages of any kind or character whatsoever, including reasonable
attorney's fees incurred or sustained by North American, by reason of or arising out of the
Record Matter, which North American may incur or sustain directly or indirectly, under any
policy of title insurance issued pursuant to this Agreement, or which North American may
sustain or incur in any other action at law or in equity under any theory of recovery as result of
the existence of the Record Matter.
11. Indemnitor agrees that any monies advanced by North American pursuant to this
Agreement or by North American's exercise of any rights hereunder given shall be repaid by
Indemnitor to North American, with interest thereon at four percent (4%) above the then
prevailing prime rate as charged by Bank of America at date of the advance of any sum or sums
hereunder, but in no event to exceed ten percent (10%) per annum, from the date of such
advance, within ten (10) days of North American's demand therefor.
12. Indemnitor further agrees that any monies or other security deposited with North
American may without any demand or notice to Indemnitor whatsoever be used by North
American to discharge any liability for which North American is indemnified hereunder,
-3-
including but not limited to using any portion of such monies or security up to the whole thereof
to cause or obtain a discharge or elimination of the effect of the record matter on the Property.
13. Where, in North American's absolute subjective opinion, all matters for which
North American is indemnified hereunder are resolved in such a manner that North American
can have no further liability under its policy or policies North American may, at North
American's sole option, return, or order, such monies or security as may have been deposited by
Indemnitor hereunder to Indemnitor. No return of such security shall be construed as a
termination of Indemnitor's duties hereunder or of this Agreement.
14. Indemnitor recognizes and acknowledges that in the event of any default or failure
by Indemnitor to perform as agreed herein would give North American the right to exercise any
and all remedies available at law or in equity including but not limited to injunctive relief,
specific performance, and damages for breach of the terms hereof.
15. The failure of North American to demand by Indemnitor the performance of any
act hereunder shall not be construed as a waiver of North American's right to demand, at any
subsequent time, such performance.
16. This Agreement is between Indemnitor and North American only, and is not
intended to be, nor shall it be construed as being for the benefit of any third party or parties.
17. In the event any provision of this Agreement shall be held invalid or
unenforceable by any Court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
18. This Agreement contains the entire agreement of the parties, and shall not be
modified except by an instrument in writing executed by all of the parties hereto.
19. A. The terms in this Agreement shall have the following meaning unless the
context requires otherwise:
(1) The team "Property" shall refer to that certain property or an
interest therein as set out above, and include any and all portions thereof.
(2) The term "policy" shall refer to and include a policy or policies of
title insurance and/or endorsements thereto.
B. Where more than one person (as defined generally in Section 175 of the
Evidence Code) is included as Indemnitor, the obligation undertaken by Indemnitor shall be joint
and several.
C. The singular number shall include the plural number throughout this
Agreement.
13
D. This Agreement shall inure to the benefit of and bind the personal
representatives, successors, and assigns of the parties hereto.
20. This Agreement shall be interpreted in accordance with the laws of the State of
California, and Indemnitor hereby agrees to submit itself to thejurisdiction of any California
Court or Federal Court having competent jurisdiction of North American's choosing, and to
make no objection to venue therein, should any action in law or equity be necessary to enforce or
interpret this Agreement. if any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, Indemnitor further agrees to reimburse North American for any costs,
reasonable attorney's fees, and/or necessary disbursements for such action, in addition to any
other relief to which North American may be entitled.
21. NOTWITHSTANDING ANY POSSIBLE DIFFERENCE IN THE PARITY
OF THE PARTIES HERETO, IT IS UNDERSTOOD BY INDEMNITOR THAT NORTH
AMERICAN IS UNDERTAKING A RISK SIGNIFICANTLY GREATER THAN THAT
UNDERTAKEN IN THE NORMAL COURSE OF ITS PROVIDING TITLE
INSURANCE POLICIES AND RELATED SERVICES BY ENTERING INTO THIS
AGREEMENT AND ISSUING POLICIES OF TITLE INSURANCE IN RELIANCE
HEREON AND, THEREFORE, INDEMNITOR HEREBY DECLARES ITS
WILLINGNESS TO ENTER INTO THIS AGREEMENT AND TO INDUCE NORTH
AMERICAN TO ENTER INTO THIS AGREEMENT, REALIZING THAT
INDEMNITOR'S BEST INTEREST, IN THE OPINION OF INDEMNITOR, IS BEING
BEST SERVED THEREBY.
[The remainder of this page intentionally left blank.]
-5-
IN WITNESS WHEREOF, Indemnitor and North American have executed and delivered
this Agreement, effective as of the date first above written.
Indemnitoc
STANDARD PAPER BOX CORP.,
a California corporation
By: aw
Name
Title: C ) 6
North American:
FIRST AMERICAN TITLE INSURANCE COMPANY,
through Its agent, N TH AMERICAN TITLE INSURANCE COMPANY
By:
N e:
Title: do
-6-
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
ALTA OWNER'S POLICY
FORM NO. 1402.70
(10/17170)
ORDER NO.: 6012229-62
POLICY NO.: (TO BE DETERMINED)
BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE SOUTHWEST QUARTER
OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION WITH THE
NORTH LINE OF VERNON AVENUE, SAID POINT BEING DISTANT NORTH 89° 26' 30" EAST 2005.60
FEET FROM THE INTERSECTION OF SAID NORTH LINE WITH THE EASTERLY LINE OF THE 30
FOOT RIGHT OF WAY ACQUIRED BY THE LOS ANGELES AND SAN PEDRO RAILWAY COMPANY BY
CONDEMNATION, A CERTIFICATE COPY OF THE DECREE THEREOF BEING RECORDED IN BOOK 1
PAGE 531, MISCELLANEOUS RECORDS OF SAID COUNTY; THENCE ALONG THE EAST LINE OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID
SECTION, (SAID LINE BEING ALSO THE WEST LINE OF LOT "A" OF TRACT NO. 2164, IN SAID CITY,
AS PER MAP RECORDED IN BOOK 32 PAGE 46 OF MAPS RECORDS OF SAID COUNTY, NORTH 0° 52'
45" WEST 601.50 FEET TO THE SOUTHEAST CORNER OF A PARCEL OF LAND CONVEYED TO THE
SOUTHERN PACIFIC RAILROAD COMPANY BY DEED RECORDED IN BOOK 1203 PAGE 178, OF
OFFICIAL RECORDS OF SAID COUNTY; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID
PARCEL ON A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 278.34 FEET, 44.12
FEET TO THE SOUTHERLY LINE OF THE LAND DESCRIBED AS PARCEL "A" IN AGREEMENT
RECORDED IN BOOK 6293 PAGE 2D4 OF DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG
SAID SOUTHERLY LINE, SOUTH 89° 28' 1S- WEST 390.85 FEET TO THE NORTH CORNER OF THE
LAND CONVEYED TO E.C. WILSON BY DEED RECORDED IN BOOK 7250 PAGE 91 OF SAID DEED
RECORDS; THENCE ALONG THE WESTERLY LINE OF SAID LAST MENTIONED LAND, SOUTH 0° 51'
45" EAST 605.22 TO THE NORTH LINE OF VERNON AVENUE; THENCE EASTERLY ALONG SAID
NORTH LINE, 434.78 FEET TO THE POINT OF BEGINNING.
Accepting Office: NORTH AMERICAN TITLE COMPANY
Address: 520 North Brand Boulevard Glendale. CA 91203
Order No.: 6012229-62 Filing Reference
INDEMNITY AGREEMENT H
(Record Matters)
THIS AGREEMENT ("Agreement') is made and entered into this 3rd day of August, 2004, by
and between
STANDARD PAPER BOX CORP., a California corporation
hereinafter (collectively, if more than one) referred to as "Indemnitor", and FIRST AMERICAN
TITLE INSURANCE COMPANY, through its agent, NORTH AMERICAN TITLE
COMPANY, hereinafter referred to as "North American".
1. Indemnitor is the owner of and/or has some interest in that certain real property
hereinafter referred to as "the Property", located in the County of LOS ANGELES, State of
California, described as follows:
See legal description set forth on Exhibit "A" attached hereto.
2. Indemnitor is contemplating encumbering and/or selling the Property and has
requested North American to issue its policy of title insurance in connection therewith.
3. An examination of the Official Records of said county discloses the following
matter or matters of record hereinafter referred to as "the Record Matter" affecting the Property:
Form UCC-1 Financing Statement, and Changes thereto, recorded on July 14, 1999, as
Instrument No. 99-1296501, on December 27, 2001, as Instrument No. 01-2480150, and
on February 19, 2004, as Instrument No. 04-0388316, in the Official Records of Los
Angeles County, California.
4. [Intentionally omitted.]
5. Indemnitor is currently in Escrow to sell the Property to the City of Vernon.
From acid after the Close of Escrow, Indemnitor will lease the Property back from the City of
Vernon for a period of time that is anticipated not to exceed three (3) months. During the tern of
such lease -back of the Property, Indemnitor intends to remove all of its personal property,
machinery and equipment from the Property, including, without limitation, the equipment
covered by the Record Matter. It is therefore anticipated that the equipment encumbered by the
Record Matter will be removed from the Property within three (3) months following the Close of
Escrow. The purpose of this Agreement is to induce North American to remove the Record
Matter from the policy (or policies) of title insurance to be issued in favor of the City of Vernon
(and/or in favor of the City's lender, if any) at the Close of Escrow, and from future policies of
title insurance, pursuant to all of the terms and conditions set forth herein.
6. Therefore, Indemnitor, regardless of its interest in or relationship to the Property,
has an interest in the issuance of and desires North American to issue its policy or policies of title
insurance insuring an owner or owners of the Property, and/or insuring holders of mortgages or
deeds of trust encumbering the Property, against loss by reason of the Record Matter.
7. North American is willing to consider the issuance of such policy or policies of
title insurance as Indemnitor has requested, insuring against loss by reason of the existence of the
Record Matter, however, North American shall determine whether to issue each policy based on
reliance on the covenants, conditions, representations and warranties of Indemnitor herein made,
and upon a determination by North American that each and every covenant to be performed by
Indemnitor has, as a condition precedent to such issuance, been performed.
IN CONSIDERATION OF THE ISSUANCE by North American of each policy of title
insurance as North American shall decide to issue insuring against loss by reason of the
existence of the Record Matter, Indemnitor agrees as follows:
8. In the event that any action is filed at law or in equity or any procedure is
instituted relating to the Record Matter, Indemnitor agrees to notify North American in writing
of such action or procedure of which Indemnitor shall by any means whatsoever become aware
within three (3) days of acquisition of knowledge of such action or procedure.
9. Upon the filing of any action at law or in equity or the institution of any procedure
relating to the Record Matter, or at any time (commencing not earlier than three (3) months after
the Close of Escrow for the sale of the Property by Indemnitor to the City of Vernon as described
above, if such item of equipment has not by then been removed from the Property) that North
American shall, in its absolute subjective opinion, deem it necessary in order to protect itself or
its insured or insureds, North American shall have the absolute right to demand, and Indemnitor
agrees to comply therewith, that Indemnitor:
A. In situations where the payment of any sum of money will discharge or
eliminate the effect of the Record Matter as to the Property, Indemnitor shall upon demand of
North American cause such sum of money as is sufficient to so discharge or eliminate the Record
Matter to be paid in such a manner as to effect such discharge or elimination; or
B. In situations where affirmative legal action or proceedings at law or in
equity are necessary to effect discharge or elimination of the Record Matter as to any effect it
may have on the Property, Indemnitor shall, upon demand of North American cause counsel
acceptable to North American to institute such action or procedure as will so discharge or
eliminate the effect of the Record Matter as to the Property, and to cause to be delivered to North
American a written representation by such counsel to the effect that such counsel has accepted
employment as counsel to commence and vigorously prosecute to conclusion such action or
procedure; or
-2-
C. In situations where any action or procedure concerning the Record Matter is
instituted by any party other than North American or Indemnitor, Indemnitor shall, upon demand
by North American, cause such action or procedure to be timely defended and resisted by
counsel acceptable to North American which counsel will protect North American and any
person or insured to whom North American may have possible liability as a result of issuance of
a policy or policies of title insurance pursuant to this Agreement, and cause to be delivered to
North American a written representation by such counsel to the effect that such counsel has
accepted employment as counsel to defend any such action or resist any such procedure and will
undertake any and all steps necessary to protect North American and its insured or insureds; or
D. Take such action with respect to the Record Matter as North American shall, in its
absolute subjective discretion, authorize Indemnitor in writing to undertake, provided that any
such authority shall not be a waiver by North American to, at any time, require Indemnitor to
comply with subparagraphs A, B and C above, within five (5) days of North American's written
revocation of authority to take action other than that under subparagraphs A, B and C, and
demand for Indemnitor to comply with subparagraphs A, B and C, above.
In the event Indemnitor fails to comply with subparagraphs A, B, C, or D above,
North American shall have the right, in addition to any and all recourse available to North
American under this Agreement or under law or equity, but not the obligation, to take or do any
act, in the name of Indemnitor or otherwise, as North American shall, in its absolute subjective
opinion deem necessary or desirable to protect its interests under this Agreement, or the interests
of its insured or insureds.
10. Notwithstanding any other recourse available to North American under this
Agreement, or otherwise at law or in equity, Indemnitor (and each of them jointly and severally
if more than one) hereby agrees to hold and save North American harmless, and to protect and
indemnify North American from and against any and all liabilities or claims of liability, losses,
costs, charges, expenses and damages of any kind or character whatsoever, including reasonable
attorney's fees incurred or sustained by North American, by reason of or arising out of the
Record Matter, which North American may incur or sustain directly or indirectly, under any
policy of title insurance issued pursuant to this Agreement, or which North American may
sustain or incur in any other action at law or in equity under any theory of recovery as result of
the existence of the Record Matter.
11. Indemnitor agrees that any monies advanced by North American pursuant to this
Agreement or by North American's exercise of any rights hereunder given shall be repaid by
Indemnitor to North American, with interest thereon at four percent (4%) above the then
prevailing prime rate as charged by Bank of America at date of the advance of any sum or sums
hereunder, but in no event to exceed ten percent (10%) per annum, from the date of such
advance, within ten (10) days of North American's demand therefor.
12. Indemnitor further agrees that any monies or other security deposited with North
American may without any demand or notice to Indemnitor whatsoever be used by North
American to discharge any liability for which North American is indemnified hereunder,
-3-
including but not limited to using any portion of such monies or security up to the whole thereof
to cause or obtain a discharge or elimination of the effect of the record matter on the Property.
13. Where, in North American's absolute subjective opinion, all matters for which
North American is indemnified hereunder are resolved in such a manner that North American
can have no further liability under its policy or policies North American may, at North
American's sole option, return, or order, such monies or security as may have been deposited by
Indemnitor hereunder to Indemnitor. No return of such security shall be construed as a
termination of Indemnitor's duties hereunder or of this Agreement.
14. Indemnitor recognizes and acknowledges that in the event of any default or failure
by Indemnitor to perform as agreed herein would give North American the right to exercise any
and all remedies available at law or in equity including but not limited to injunctive relief,
specific performance, and damages for breach of the terms hereof.
15. The failure of North American to demand by Indemnitor the performance of any
act hereunder shall not be construed as a waiver of North American's right to demand, at any
subsequent time, such performance.
16. This Agreement is between Indemnitor and North American only, and is not
intended to be, nor shall it be construed as being for the benefit of any third party or parties.
17. In the event any provision of this Agreement shall be held invalid or
unenforceable by any Court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
18. This Agreement contains the entire agreement of the parties, and shall not be
modified except by an instrument in writing executed by all of the parties hereto.
19. A. The terms in this Agreement shall have the following meaning unless the
context requires otherwise:
(1) The term "Property" shall refer to that certain property or an
interest therein as set out above, and include any and all portions thereof.
(2) The term "policy" shall refer to and include a policy or policies of
title insurance and/or endorsements thereto.
B. Where more than one person (as defined generally in Section 175 of the
Evidence Code) is included as Indemnitor, the obligation undertaken by Indemnitor shall be joint
and several.
C. The singular number shall include the plural number throughout this
Agreement.
-4-
D. This Agreement shall inure to the benefit of and bind the personal
representatives, successors, and assigns of the parties hereto.
20. This Agreement shall be interpreted in accordance with the laws of the State of
California, and Indemnitor hereby agrees to submit itself to the jurisdiction of any California
Court or Federal Court having competent jurisdiction of North American's choosing, and to
make no objection to venue therein, should any action in law or equity be necessary to enforce or
interpret this Agreement. If any action at law or in equity is necessary to enforce or interpret the
teams of this Agreement, Indemnitor further agrees to reimburse North American for any costs,
reasonable attorney's fees, and/or necessary disbursements for such action, in addition to any
other relief to which North American may be entitled.
21. NOTWITHSTANDING ANY POSSIBLE DIFFERENCE IN THE PARITY
OF THE PARTIES HERETO, IT IS UNDERSTOOD BY INDEMNITOR THAT NORTH
AMERICAN IS UNDERTAKING A RISK SIGNIFICANTLY GREATER THAN THAT
UNDERTAKEN IN THE NORMAL COURSE OF ITS PROVIDING TITLE
INSURANCE POLICIES AND RELATED SERVICES BY ENTERING INTO THIS
AGREEMENT AND ISSUING POLICIES OF TITLE INSURANCE IN RELIANCE
HEREON AND, THEREFORE, INDEMNITOR HEREBY DECLARES ITS
WILLINGNESS TO ENTER INTO THIS AGREEMENT AND TO INDUCE NORTH
AMERICAN TO ENTER INTO THIS AGREEMENT, REALIZING THAT
INDEMNITOR'S BEST INTEREST, IN THE OPINION OF INDEMNTTOR, IS BEING
BEST SERVED THEREBY.
[The remainder of this page intentionally left blank.]
-5-
IN WITNESS WHEREOF, Indemnitor and North American have executed and delivered
this Agreement, effective as of the date first above written.
Indemnitor.
STANDARD PAPER BOX CORP.,
a California corporation
By: , L
Name:
Title: C ZF C
North American:
FIRST AMERICAN TITLE INSURANCE COMPANY,
through Its agent, N TII AMERICAN TITLE INSURANCE COMPANY
By:
N. ne:
Title: do
-6-
ENIHBIT "A"
LEGAL DESCRIPTION OF PROPERTY
ALTA OWNER'S POLICY
FORM NO. 1402.70
(10/17/70)
ORDER NO.: 6012229-62
POLICY NO.: (TO BE DETERMINED)
BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE SOUTHWEST QUARTER
OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION WITH THE
NORTH LINE OF VERNON AVENUE, SAID POINT BEING DISTANT NORTH 89' 26' 30" EAST 2005.60
FEET FROM THE INTERSECTION OF SAID NORTH LINE WITH THE EASTERLY LINE OF THE 30
FOOT RIGHT OF WAY ACQUIRED BY THE LOS ANGELES AND SAN PEDRO RAILWAY COMPANY BY
CONDEMNATION, A CERTIFICATE COPY OF THE DECREE THEREOF BEING RECORDED IN BOOK 1
PAGE 531, MISCELLANEOUS RECORDS OF SAID COUNTY; THENCE ALONG THE EAST LINE OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID
SECTION, (SAID LINE BEING ALSO THE WEST LINE OF LOT "A' OF TRACT NO. 2164, IN SAID CTTY,
AS PER MAP RECORDED IN BOOK 32 PAGE 46 OF MAPS RECORDS OF SAID COUNTY, NORTH D' 52'
45" WEST 601.50 FEET TO THE SOUTHEAST CORNER OF A PARCEL OF LAND CONVEYED TO THE
SOUTHERN PACIFIC RAILROAD COMPANY BY DEED RECORDED IN BOOK 1203 PAGE 178, OF
OFFICIAL RECORDS OF SAID COUNTY; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID
PARCEL ON A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 278.34 FEET, 44.12
FEET TO THE SOUTHERLY LINE OF THE LAND DESCRIBED AS PARCEL "A' IN AGREEMENT
RECORDED IN BOOK 6293 PAGE 204 OF DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG
SAID SOUTHERLY LINE, SOUTH 89' 28' 1S" WEST 390.85 FEET TO THE NORTH CORNER OF THE
LAND CONVEYED TO E.C. WILSON BY DEED RECORDED IN BOOK 7250 PAGE 91 OF SAID DEED
RECORDS; THENCE ALONG THE WESTERLY LINE OF SAID LAST MENTIONED LAND, SOUTH 00 51'
45" EAST 605.22 TO THE NORTH LINE OF VERNON AVENUE; THENCE EASTERLY ALONG SAID
NORTH LINE, 434.78 FEET TO THE POINT OF BEGINNING.
NO.937 C881
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Memo
To: Sharon Johnson, Deputy City Treasure
From: Eric T. Fresch, City Attorney
Date: July 28, 2004
Re: Standard Paper Box rcrp, - Standard Offer Agreement and Escrow
Instructions for the Purchase of Real Property at 2301 East
Vernon; Escrow'No. 220620-TD
The sum of $6,021,985.00 needs to be wired to North American Title
Company, Attn. Tina Debow, on Monday, August 2, 2004, in the morning to
meet the August 3 closing date. Attached for your convenience is a
copy of the Wire Instructions for the transfer of the funds and a copy
of the final closing statement.
Enclosure
cc: Gloria Molleda, Assistant City Clerk
WIRE FUNDS FOR CREDIT TO:
NORTH AMERICAN TITLE COMPANY
Comerica Bank
275 Battery Street, # i 100
San Francisco, CA 94111-3305
ABA 121137522
ACCOUNT NO. 1892091172
Re: ESCROW NO.220620-TD
REMITTER:
- This page is part of your document- DO NOT DISCARD
041986572
RECORDED/FILED IN OFFICIAL RECORDS
RECORDER'S OFFICE
LOS ANGELES COUNTY
CALIFORNIA
08/03/04 AT 08:00am
TITLE(S) : bEED
IIRIAIH E EII
FEE
FREE RR
CODE
20
CODE
19
CODE
9
Assessor's Identification Number (AIN)
To be completed by Examiner OR Title Company in black ink.
i 3 o 2 -o(-� -(J�z�
- THIS FORM NOT TO BE DUPLICATED
D.T.T
Number of AIN's Shown
(:)o I
80104
RECORDING REQUESTED BY
North American Title Company
Order No. 6012229-62
Escrow No. 220620-TD
WHEN RECORDED MAIL TO:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
MAIL TAX STATEMENTS TO:
Exempt
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
APN: 6302-017-025
04 198na72
DOCUMENTARY TRANSFER TAX IS NONE — NOT REQUIRED
SEC. 11922 REVENUE TAXATION CODE.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED,
Standard Paper Box Corp., a California corporation, who acquired title
as Standard Paper Box Corporation (the "Grantor")
HEREBY GRANT(S) TO:
City of Vernon, a body corporate and politic, the ("Grantee")
The following described real property, in the City of Vernon, County of
Los Angeles, State of California:
THE LEGAL DESCRIPTION IS DESCRIBED ON THE ATTACHED EXHIBIT "A",
WHICH BY THIS REFERENCE IS INCORPORATED HEREIN AND MADE A PART
HEREOF.
0
813104
PAGE
CONTINUED FROM PAGE 1
GRANT DEED
APN: 6302-017-025
ESCROW NO. 220620-TD
ORDER NO.6012229-62
Date: July 30, 2004
"Grantor"
Standard Paper Box Corp., a California corporation
By: �� ~
Hitoshi Nakafma
Title: President, C.E.O., and C.F.O.
STATE OF CALIFORNIA )
)SS.
COUNTYOF LOS ANGELES )
ON 30/JUL/2004 , BEFORE ME, THE UNDERSIGNED, A NOTARY
PUBLIC IN AND FOR SAID STATE, PERSONALLY APPEARED HITOSHI NAKAJIMA,
XRRR&3D=k=t[AtlQA00FD X&8=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 ACKNOWLEDGES TO ME THAT
HE/SHE/'THEY EXECUTED THE SAME IN HIS/HERIMIR 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.
�ANID A OF SEAL.
(NOTARY SEAL)
04 1986%)I�
ORDER NO. 6012229-62
EXHIBIT"A"
(LEGAL DESCRIPTION)
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER OF SECTION 10, TOWNSHIP 2 SOUTH, RANGE 13 WEST, SAN BERNARDINO MERIDIAN, IN
THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE APRIL 22, 1968, IN THE CITY OF
VERNON, DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE SOUTHWEST QUARTER OF
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION WITH THE NORTH LINE
OF VERNON AVENUE, SAID POINT BEING DISTANT NORTH 890 26' 30" EAST 2005.60 FEET FROM THE
INTERSECTION OF SAID NORTH LINE WITH THE EASTERLY LINE OF THE 30 FOOT RIGHT OF WAY
ACQUIRED BY THE LOS_ANGE ES AND. SAN PEDRO RAILWAY COMPANY BY CONDEMNATION, A
CERTIFICATE COPY OF THE DECREE THEREOF BEING RECORDED IN BOOK 1 PAGE 531,
MISCELANEOUS RECORDS OF SAID COUNTY; THENCE ALONG THE EAST LINE OF THE SOUTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION, (SAID
LINE BEING ALSO THE WEST LINE OF LOT "A" OF TRACT NO. 2164, IN SAID CITY, AS PER MAP
RECORDED IN BOOK 32 PAGE 46 OF MAPS RECORDS OF SAID COUNTY, NORTH 00 52' 45" WEST
601.50 FEET TO THE SOUTHEAST CORNER OF A PARCEL OF LAND CONVEYED TO THE SOUTHERN
PACIFIC RAILROAD COMPANY BY DEED RECORDED IN BOOK 1203 PAGE 178, OF OFFICIAL RECORDS
OF SAID COUNTY; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ON A CURVE
CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 278.34 FEET, 44.12 FEET TO THE SOUTHERLY
LINE OF THE LAND DESCRIBED AS PARCEL "A" IN AGREEMENT RECORDED IN BOOK 6293 PAGE 204 OF
DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE, SOUTH 890 28' 15" WEST
390.85 FEET TO THE NORTH CORNER OF THE LAND CONVEYED TO E.C. WILSON BY DEED RECORDED
IN BOOK 7250 PAGE 91 OF SAID DEED RECORDS; THENCE ALONG THE WESTERLY LINE OF SAID LAST
MENTIONED LAND, SOUTH 00 51' 45" EAST 605.22 TO THE NORTH LINE OF VERNON AVENUE; THENCE
EASTERLY ALONG SAID NORTH LINE, 434.78 FEET TO THE POINT OF BEGINNING.
04 19865172'
I
813104
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property
conveyed by Grant Deed dated '1- 3y , 2004, from
Standard Paper Box Corp., a California corporation, is
hereby accepted by the undersigned officer(s) on behalf of
the City Council of said City pursuant to authority
conferred by Resolution No. 8456 of the City Council of
said City adopted on June 2, 2004, and the City consents to
the recordation thereof by its duly authorized officer.
Date: August 2, 2004
CITY OF VERNON
BRUCE V. MALKENHORST,
City Administrator
APPROVED
AS
S/TOO
FORM:
_
1;/�
ERIC T.
FR
SC ,
City
Attorney
Property: Assessor's Parcel No. 6302-017-025
04 15b6. iZ
y
L%
CITY COUNCIL
LEONLS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor ROT
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
C...] un
BRUCE V MALKENHORSrr
City Administrator/City Clerk
Chief E.xxvtive Officer of
Light & Power
ERIC T. FRFSCH
City Attorney
March 10, 2005
o,./, 0 VO
JOHN KARNS
Karns & Karabimn
General Counsel
KEVIN WILSON
Director of Commmdty Servis & Water
STEVEN E. PARKER
Fire Chief
SOL BENUDIZ
Police Chief
LEWIS J. POZZEBON
Director of Envi ..tol Health
CITY HALL RORY BURNEIT
4W5 SAWA FE AVENUE, VERNON, CALIFORNIA 900.5E Gvrsey, Scluneider & Co. LLP
TELEPHONE (323) Sdi-a811 City Aamuntant
Standard Paper Box
c% Insolvency Services Group, hlc.
Attn: Joel B. Weinberg, Esq.
17401 Venture Boulevard, Suite B-21
Encino, CA 91316
Re: Standard Paper Box
Security Deposit
Dear Mr. Weinberg:
FILE
Enclosed herein is a check in the amount of $42,000.00 (Forty-two thousand dollars) that
represents the agreed upon security deposit regarding the City of Vernon's purchase of
the site known as Standard Paper Box.
Thank you for your cooperation to this matter.
V� truly yours,
W e G.
Chief Deputy AttorneyI
Enclosure
Cc: Bruce V. Malkenhorst, City Administrator
Sharon Johnson, Deputy City Treasurer
"Exclusively Industrial"
y
IV*
:Jill
CITY OF VERNON FOLIO NUMBER
4305 SANTA FE AVENUE 305032
VERNON, CALIFORNIA 90058-0805
(323) 583-8811
TIE SUMOF D42,000dols0Octs
STANDARD PAPER BOX
YTo C/O INSOLVENCY SERVICES GROG',
r.. ATTN: JOEL B. WEINBERG, ESQ. _
Of 17401 VENTURA BOULEVARD, SUITE B 21
ENCINO, CA 91316 '
Bank of America CHLCK -
16/66 NUMBER 305032
03050321- I:L2200066le: 16594=i04831r
--- —r — ---- --
,Tv nF VFRNnN e AinS GANTA FF AVF • VFRNnN CAl IFORNIA OOnSA_OAOS
CHECK DATE
3 110 05
CHECK AMOUM
$421000.00
VOID AF 04 990 DAYS�,
'ENDOR NO.
VENDOR NAME
DATE CHECK ISSUED
CHECK NO.
001776
1 STANDARD PAPER BOX
3/10/05
1 305032
CITY ACCOUNT NUMBER7ARD
YOURINU.DATE
PAYMENT DESCRIPTION
DISC TAKEN
NETAML PAID
092-500-9204-9000—
SECURITY DEPOSIT/STANDARD PAPER
42,000.00
V CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: August 24, 2004
TO: Bruce V. Malkenhorst, City Administrator/City Clerk
FROM: Eric T. Fresch, City Attorney
RE: Purchase of Property Located at 2301 E. Vernon Avenue from
Standard Paper Box Corp.
Dear Bruce:
The escrow for the purchase of the above -referenced property closed
on August 3, 2004. Enclosed please find the recorded original Grant
Deed which should be retained with the agreement approved by
Resolution No. 8456 on June 2, 2004.
I look forward to discussing this matter with you at your earliest
convenience.
CITY COUNCIL
LEONLS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pr Tenn
WM. "BILL" DAV6
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
Cldef Executive Officer of
Light h Power
EPIC T. FRESCH
City Attorney
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
February 16, 2005
Hand Delivered
Ms. Tina De Bow, Escrow Officer
North American Title CompAny
520 N. Brand Blvd.
Glendale, CA 91203
JOHN KARNS
Karns & Karabi.
General C.1
KEVIN WILSON
Dise(tor of C0nwou1Yty Semots & Water
STEVEN E. PARKER
Fire Chief
SOL BENUDIZ
Police chief
LEWIS I. POZZEBON
Director of EnviromnarW Health
RORY BURNER
Gurley, Schneider & Co. LLP
City Accountant
Re: Escrow No. 2 0-TD
Seller: tandard Paper Box DVeron,
Buyer: Property: 2301 East ernon Avenue, California
Dear Ms. De Bow:
Enclosed please find three letter agreements executed by the City with
respect to the above -referenced escrow. Please return one letter
agreement to my attention that has been executed by all parties (City of
Vernon, Standard Paper Box and Insolvency Services Group, Inc.).
If you have any questions respecting this matter, please do not hesitate
to contact me.
Very truly yours,
AW
l/, and G. 1a uc.h
el
Chief Deput. ty Attorney
jl
Enclosures
cc: Bruce V. Malkenhorst, City Administrator/City Clerk
"Exclusively Industrial"
Standard Paper Box
c/o Insolvency Services Group, Inc.
17401 Ventura Boulevard, Suite B-21
Encino, CA 91316
February 7, 2005
North American Title Company
520 North Brand Boulevard
Glendale, CA 91203
Attention: Tina DeBow, Escrow Officer
Escrow No. 220620-TD
North American Title Company
520 North Brand Boulevard
Glendale, CA 9I203
Attention: Victor Greene, Tide Officer
Title Order No. 6012229-62
Title Policy No. 136601
Re: 2301 East Vernon Avenue, Vernon, CA; North American Escrow
No. 220620-TD; North American Title Order No. 6012229-62
Ladies and Gentlemen
The purpose of this letter agreement is to confirm certain matters that have been agreed to
by and between the City of Vernon ("City of Vernon") and Standard Paper Box Corp., a
California corporation ("Standard Paper Box"). Among other things, as set forth in numbered
paragraph 4 below, this letter agreement sets forth supplemental escrow instructions from the
City of Vernon and Standard Paper Box to North American Title Company for North American's
Escrow No. 220620-TD. In addition, to the extent specifically set forth herein, certain of the
agreements made by Standard Paper Box in this letter agreement have also been approved and
agreed to by Insolvency Services Group, Inc., a California corporation ("ISG"), as the assignee
of Standard Paper Box.
Now, therefore, for good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, the parties executing Otis letter agreement hereby agree as
follows:
1. City of Vernon and Standard Paper Box, and ISG as the assignee of Standard
Paper Box, hereby confine the following: (i) the AIR Commercial Real Estate Association
Standard Industrial/ Commercial Single -Tenant Lease -- Net (Ore "Lease"), between the City of
Vernon, as Lessor, and Standard Paper Box Corp., a California corporation, as Lessee, with
respect to 2301 East Vernon Avenue, Vernon, California (the "Premises"), was terminated
effective as of November 3, 2004; and (ii) on November 3, 2004, the keys to the Premises were
North American Title Company
February 7, 2005
Page 2
returned to and accepted by the City of Vernon, and Standard Paper Box and ISG vacated the
Premises and delivered possession of the Premises to the City of Vernon.
2. City of Vernon and Standard Paper Box, and ISG as the assignee of Standard
Paper Box, hereby agree that this letter agreement may be relied upon by North American Title
Company in connection with its Title Order No. 6012229-62 in eliminating as an exception to
title the reference to said Lease that is shown as Item 7 in North American's Title Policy No.
136601 issued in favor of the City of Vernon.
3. At the request of Standard Paper Box and ISG as the assignee of Standard Paper
Box, the City of Vernon hereby agrees to immediately deliver the Security Deposit under the
Lease in the amount of $42,000.00 by check payable to Standard Paper Box, which is to be
delivered as follows:
Standard Paper Box
c/o Insolvency Services Group, Inc.
Attention: Joel B. Weinberg, Esq.
17401 Ventura Boulevard, Suite B-21
Encino, CA 91316
4. City of Vernon and Standard Paper Box, and ISG as the assignee of Standard
Paper Box, hereby imstnrct North American Tide Company, as the Escrow Holder with respect to
its Escrow No. 220620-TD, to immediately deliver the environmental holdback in the amount of
$250,000.00, including all interest earned thereon in Escrow, by check payable to Standard Paper
Box, which is to be delivered as follows:
Standard Paper Box
c/o Insolvency Services Group, Inc.
Attention: Joel B. Weinberg, Esq.
17401 Ventura Boulevard, Suite B-21
Encino, CA 91316
North American Title Company
February 7, 2005
Page 3
This letter agreement may be executed in one or more counterparts, but shall only be
effective when this letter agreement, or counterparts hereof, have been executed and delivered by
each of Standard Paper Box, the City of Vernon and ISG.
Very truly yours,
Standard Paper Box Corp., a California corporation
Hitoshi Nakajima, President
"Standard Paper Box"
The foregoing is hereby approved and agreed to by the City of Vernon.
Approved As To Form City of Vernon ,/'�+
February 14 20 05 By: X /,
Name: Brace V. Malkenhorst
Title: City Administrator/City Clerk
ERIC T. FRESUR
CM ATTORNEY "City of Vernon"
To the extent specifically set forth above, the foregoing is hereby approved and agreed to
by ISG as the assignee of Standard Paper Box.
Insolvency Services Group, Inc., a California
corporation
Name:
"ISG"
/ CITY ATTORNEY'S OFFICE
l� INTER -DEPARTMENT MEMORANDUM
DATE: August 24, 2004
TO: Bruce V. Malkenhorst, City Administrator/City Clerk
FROM: Eric T. Fresch, City Attorney er— l
RE: Purchase of Property Located at 2301 E. Vernon Avenue from
Standard Paper Box Corp.
Dear Bruce:
The escrow for the purchase of the above -referenced property closed
on August 3, 2004. Enclosed please find the recorded original Grant
Deed which should be retained with the agreement approved by
Resolution No. 8456 on June 2, 2004.
I look forward to discussing this matter with you at your earliest
convenience.
NORTH
AMERICAN
COMPANY
August 4, 2004
VIA GOLOENS7A7FOVERNIGHT
Willard Yamaguchi, Esq.
Deputy City Attorney
CITY OF VERNON
4305 SANTA FE AVENUE
VERNON, CA 90058
Cc: Phillip Attalla/rravers McKinney ESCROW : 220620-1D
(letter only via US Mail)
tc: Sandra Sion, Esq./Troy Gould
(letter only via US Mail) PROPERTY : 2301 EAST VERNON AVENUE,
Dear Mr. Yamaguchi: VERNON, CALIFORNIA
We have completed the above -numbered escrow. Enclosed are copies of the following items
✓ Buyer Final Closing Statement dated August 3, 2004
✓ Check No. 1028072 in the amount of $2,472.20
✓ Seller's Affidavit of Non-Forelgn Status dated June 18, 2004
✓ Form 593-W — "Real Estate Withholding Exemption Certificate & Waiver Request for Non -Individual
Seller's" dated June 24, 20D4
✓ Grant Deed dated July 30, 2004
✓ Letter dated August 4, 2004 to Tax Cancellation Unit
✓ Resolution Addendum dated August 3, 2004 re opening of Interest Bearing Account
ENCLOSED ARE THE FOLI OWING ORIGINAL DOCUMENTS:
✓ Indemnity Agreement dated August 3, 2004
✓ Lease dated June 14 2004 between city of Vernon and Standard Paper Box Corporation
✓ Interim Binder dated August 3, 20D4
Any documents to which you are entitled that are not enclosed herewith will be forwarded under separate
cover at a later date.
PLEASE ACKNOWLEDGE RECEIPT' OF THE ENCLOSED MATERIAL BY SIGNING AND DATING THE ENCLOSED
COPY O�LETTER AIjID RETURN ITIN THE ENVELOPE PROVIDED. -
Signature
g/, Af.
Date
520 North Brand Boulevard, Glendale, CA 91203
PHONE:(818)240-4912 FAX:(818)551-5361
TripleTek Enterprae Setaarerrt System 4708 Buya trAoc
It has been a pleasure serving you. If you have any questions regarding this transaction, please do not
hesitate to contact us.
Since
tRissaintzer fo
E BOW,
Officer
Enclosures (as stated)
RM
520 North Brand Boulevard, Glendale, CA 91203
PHONE:(818)240-4912 FAX:(818)551-5361
TripleTek Enterprlse Settlement System 4708 BuyClUrAoc
NORTH AMERICAN
®
No.
1028072TITLE
WARNING! - DO NOT CASHTHISCHECKWITH-
COMPANY
OUT NOTING WATERMARK ON BOTH SIDES AND
R NA
520 NOM Brand BCulevartl
HOLOGRAM ON FRONT SIDE.
Bm Fren ,CA.111 &t
Glendale, CA 91203
50'37621e1'
(818)2404912 FAX (818) 551-53610914-01
DATE
AMOUNT
Escrow #: 220620-TD
08103/2004
'•'••••2,472.20
PAY Two Thousand Four Hundred Seventy Two Dollars And Twenty Cents
VOI 150 DA
TE OF ISSUE
TWOS
IRED
TTOO�E CITY OF VERNON
Rcf 4305 SANTA FIE AVENUE
---- _ _ -- --- _--- -
-- --'--
-" -
VERNON, CA90058
ATTN: W. YAMAGUCHI
-
---- - --- ---
11•102607211• 1:121.1375221: Lb 9 20 9 1 L 7 21-
North American Title Company - Escrow Account #914-01 No. 1 028072
Escrow 9: 220620-TD 08103/2004
Property Address: 2301 EAST VERNON AVENUE, VERNON, CA 90058
Buyer: CITY OF VERNON
Seller: STANDARD PAPER BOX CORP., A CALIFORNIA CORPORATION
""*"2,472.20
NORTH AMERICAN TITLE COMPANY
NORTH
AMERICAN
COMPANY
August 4, 2004 I'( Q
VIA GOLDEN STA 7F OVERNIGHT AUG j 2004 V
Willard Yamaguchi, Esq.
Deputy City Attorney LEGAL DEP-;
CITY OF VERNON
4305 SANTA FE AVENUE
VERNON, CA 90058
Cc: Phillip Attalla/Travers McKinney ESCROW : 220620-TD
(letter only via US Mail)
cc: Sandra Slon, Esq./Tray Gould
(letter only via US Mail) PROPERTY : 2301 EAST VERNON AVENUE,
VERNON, CALIFORNIA
Dear Mr. Yamaguchi:
We have completed the above -numbered escrow. Enclosed are copies of the following items:
✓ Buyer Final Closing Statement dated August 3, 2004
✓ Check No. 1028072 in the amount of $2,472.20
✓ Seller's Affidavit of Non -Foreign Status dated June 18, 2004
✓ Form 593-W — "Real Estate Withholding Exemption Certificate & Waiver Request for Non -Individual
Seller's" dated June 24, 2004
✓ Grant Deed dated July 30, 2004
✓ Letter dated August 4, 2004 to Tax Cancellation Unit
✓ Resolution Addendum dated August 3, 20D4 re opening of Interest Bearing Account
ENCLOSED ARE THE FOLLOWING ORIGINAL DOCUMENTS:
✓ Indemnity Agreement dated August 3, 2004
✓ Lease dated June 14 2004 between City of Vernon and Standard Paper Box Corporation
✓ Interim Binder dated August 3, 2004
Any documents to which you are entitled that are not enclosed herewith will be forwarded under separate
cover at a later date.
PLEASE ACKNOWLEDGE RECEIPT OF THE ENCLOSED MATERIAL BY SIGNING AND DATING THE ENCLOSED
COPY OF THIS LETTER AND RETURN IT IN THE ENVELOPE PROVIDED.
Signature
Date
520 North Brand Boulevard, Glendale, CA 91203
PHONE:(818)240-4912 FAX:(818)551-5361
Tnplelrek Enterpn6 Settlement System 4708 BuyOttr.dm
It has been a pleasure serving you. If you have any questions regarding this transaction, please do not
hesitate to contact us.
Sincere
Rissa Mintzer fo
TINA DE BOW,
Escrow Officer
Enclosures (as stated)
RM
520 North Brand Boulevard, Glendale, CA 91203
PHONE (818)240-4912 FAx:(818)551-5361
TripleTel, Entemnse Settlement System 4708 BuyOLtrAx
Accepting Office: NORTH AMERICAN TITLE COMPANY
Address: 520 North Brand Boulevard Glendale. CA 91203
Order No.: 6012229-62 Filing Reference:
INDEMNITY AGREEMENT 11
(Record Matters)
THIS AGREEMENT ("Agreement') is made and entered into this 3rd day of August, 2004, by
and between
STANDARD PAPER BOX CORP., a California corporation
hereinafter (collectively, if more than one) referred to as "Indemnitor", and FIRST AMERICAN
TITLE INSURANCE COMPANY, through its agent, NORTH AMERICAN TITLE
COMPANY, hereinafter referred to as "North American'.
1. Indemnitor is the owner of and/or has some interest in that certain real property
hereinafter referred to as "the Property", located in the County of LOS ANGELES, State of
California, described as follows:
See legal description set forth on Exhibit "A" attached hereto.
2. Indemnitor is contemplating encumbering and/or selling the Property and has
requested North American to issue its policy of title insurance in connection therewith.
3. An examination of the Official Records of said county discloses the following
matter or matters of record hereinafter referred to as "the Record Matter" affecting the Property:
Form UCC-1 Financing Statement, and Changes thereto, recorded on July 14, 1999, as
Instrument No. 99-1296501, on December 27, 2001, as Instrument No. 01-2480150, and
on February 19, 2004, as Instrument No. 04-0388316, in the Official Records of Los
Angeles County, California.
4. [Intentionally omitted.]
5. Indemnitor is currently in Escrow to sell the Property to the City of Vernon.
From and after the Close of Escrow, Indemnitor will lease the Property back from the City of
Vernon for a period of time that is anticipated not to exceed three (3) months. During the term of
such lease -back of the Property, Indemnitor intends to remove all of its personal property,
machinery and equipment from the Property, including, without limitation, the equipment
covered by the Record Matter. It is therefore anticipated that the equipment encumbered by the
Record Matter will be removed from the Property within three (3) months following the Close of
Escrow. The purpose of this Agreement is to induce North American to remove the Record
Matter from the policy (or policies) of title insurance to be issued in favor of the City of Vemon
(and/or in favor of the City's lender, if any) at the Close of Escrow, and from future policies of
title insurance, pursuant to all of the terms and conditions set forth herein.
6. Therefore, Indemnitor, regardless of its interest in or relationship to the Property,
has an interest in the issuance of and desires North American to issue its policy or policies of title
insurance insuring an owner or owners of the Property, and/or insuring holders of mortgages or
deeds of trust encumbering the Property, against loss by reason of the Record Matter.
7. North American is willing to consider the issuance of such policy or policies of
title insurance as Indemnitor has requested, insuring against loss by reason of the existence of the
Record Matter, however, North American shall determine whether to issue each policy based on
reliance on the covenants, conditions, representations and warranties of Indemnitor herein made,
and upon a determination by North American that each and every covenant to be performed by
Indemnitor has, as a condition precedent to such issuance, been performed.
IN CONSIDERATION OF THE ISSUANCE by North American of each policy of title
insurance as North American shall decide to issue insuring against loss by reason of the
existence of the Record Matter, Indemnitor agrees as follows:
8. In the event that any action is filed at law or in equity or any procedure is
instituted relating to the Record Matter, Indemnitor agrees to notify North American in writing
of such action or procedure of which Indemnitor shall by any means whatsoever become aware
within three (3) days of acquisition of knowledge of such action or procedure.
9. Upon the filing of any action at law or in equity or the institution of any procedure
relating to the Record Matter, or at any time (commencing not earlier than three (3) months after
the Close of Escrow for the sale of the Property by Indemnitor to the City of Vernon as described
above, if such item of equipment has not by then been removed from the Property) that North
American shall, in its absolute subjective opinion, deem it necessary in order to protect itself or
its insured or insureds, North American shall have the absolute right to demand, and Indemnitor
agrees to comply therewith, that Indemnitor:
A. In situations where the payment of any sum of money will discharge or
eliminate the effect of the Record Matter as to the Property, hndemnitor shall upon demand of
North American cause such sum of money as is sufficient to so discharge or eliminate the Record
Matter to be paid in such a manner as to effect such discharge or elimination; or
B. In situations where affirmative legal action or proceedings at law or in
equity are necessary to effect discharge or elimination of the Record Matter as to any effect it
may have on the Property, Indemnitor shall, upon demand of North American cause counsel
acceptable to North American to institute such action or procedure as will so discharge or
eliminate the effect of the Record Matter as to the Property, and to cause to be delivered to North
American a written representation by such counsel to the effect that such counsel has accepted
employment as counsel to commence and vigorously prosecute to conclusion such action or
procedure; or
-2-
C. In situations where any action or procedure concerning the Record Matter is
instituted by any party other than North American or Indemnitor, Indemnitor shall, upon demand
by North American, cause such action or procedure to be timely defended and resisted by
counsel acceptable to North American which counsel will protect North American and any
person or insured to whom North American may have possible liability as a result of issuance of
a policy or policies of title insurance pursuant to this Agreement, and cause to be delivered to
North American a written representation by such counsel to the effect that such counsel has
accepted employment as counsel to defend any such action or resist any such procedure and will
undertake any and all steps necessary to protect North American and its insured or insureds; or
D. Take such action with respect to the Record Matter as North American shall, in its
absolute subjective discretion, authorize Indemnitor in writing to undertake, provided that any
such authority shall not be a waiver by North American to, at any time, require Indemnitor to
comply with subparagraphs A, B and C above, within five (5) days of North American's written
revocation of authority to take action other than that under subparagraphs A, B and C, and
demand for Indemnitor to comply with subparagraphs A, B and C, above.
In the event Indemnitor fails to comply with subparagraphs A, B, C, or D above,
North American shall have the right, in addition to any and all recourse available to North
American under this Agreement or under law or equity, but not the obligation, to take or do any
act, in the name of Indemnitor or otherwise, as North American shall, in its absolute subjective
opinion deem necessary or desirable to protect its interests under this Agreement, or the interests
of its insured or insureds.
10. Notwithstanding any other recourse available to North American under this
Agreement, or otherwise at law or in equity, Indemnitor (and each of them jointly and severally
if more than one) hereby agrees to hold and save North American harmless, and to protect and
indemnify North American from and against any and all liabilities or claims of liability, losses,
costs, charges, expenses and damages of any kind or character whatsoever, including reasonable
attorney's fees incurred or sustained by North American, by reason of or arising out of the
Record Matter, which North American may incur or sustain directly or indirectly, under any
policy of title insurance issued pursuant to this Agreement, or which North American may
sustain or incur in any other action at law or in equity under any theory of recovery as result of
the existence of the Record Matter.
11_ Indemnitor agrees that any monies advanced by North American pursuant to this
Agreement or by North American's exercise of any rights hereunder given shall be repaid by
Indemnitor to North American, with interest thereon at four percent (4%) above the then
prevailing prime rate as charged by Bank of America at date of the advance of any sum or sums
hereunder, but in no event to exceed ten percent (10%) per annum, from the date of such
advance, within ten (10) days of North American's demand therefor.
12. Indemnitor further agrees that any monies or other security deposited with North
American may without any demand or notice to Indemnitor whatsoever be used by North
American to discharge any liability for which North American is indemnified hereunder,
-3-
including but not limited to using any portion of such monies or security up to the whole thereof
to cause or obtain a discharge or elimination of the effect of the record matter on the Property.
13. Where, in North American's absolute subjective opinion, all matters for which
North American is indemnified hereunder are resolved in such a manner that North American
can have no further liability under its policy or policies North American may, at North
American's sole option, return, or order, such monies or security as may have been deposited by
Indemnitor hereunder to Indemnitor. No return of such security shall be construed as a
termination of Indemnitor's duties hereunder or of this Agreement.
14. Indemnitor recognizes and acknowledges that in the event of any default or failure
by Indemnitor to perform as agreed herein would give North American the right to exercise any
and all remedies available at law or in equity including but not limited to injunctive relief,
specific performance, and damages for breach of the terms hereof.
15. The failure of North American to demand by Indemnitor the performance of any
act hereunder shall not be construed as a waiver of North American's right to demand, at any
subsequent time, such performance.
16. This Agreement is between Indemnitor and North American only, and is not
intended to be, nor shall it be construed as being for the benefit of any third party or parties.
17. In the event any provision of this Agreement shall be held invalid or
unenforceable by any Court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
18. This Agreement contains the entire agreement of the parties, and shall not be
modified except by an instrument in writing executed by all of the parties hereto.
19. A. The terns in this Agreement shall have the following meaning unless the
context requires otherwise:
(1) The term "Property" shall refer to that certain property or an
interest therein as set out above, and include any and all portions thereof.
(2) The term "policy" shall refer to and include a policy or policies of
title insurance and/or endorsements thereto.
B. Where more than one person (as defined generally in Section 175 of the
Evidence Code) is included as Indemnitor, the obligation undertaken by hrdemnitor shall be joint
and several.
C. The singular number shall include the plural number throughout this
Agreement.
-4-
D. This Agreement shall inure to the benefit of and bind the personal
representatives, successors, and assigns of the parties hereto.
20. This Agreement shall be interpreted in accordance with the laws of the State of
California, and Indemnitor hereby agrees to submit itself to the jurisdiction of any California
Court or Federal Court having competent jurisdiction of North American's choosing, and to
make no objection to venue therein, should any action in law or equity be necessary to enforce or
interpret this Agreement. If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, Indemnitor further agrees to reimburse North American for any costs,
reasonable attorney's fees, and/or necessary disbursements for such action, in addition to any
other relief to which North American may be entitled.
21. NOTWITHSTANDING ANY POSSIBLE DIFFERENCE IN THE PARITY
OF THE PARTIES HERETO, IT IS UNDERSTOOD BY INDEMNITOR THAT NORTH
AMERICAN IS UNDERTAKING A RISK SIGNIFICANTLY GREATER THAN THAT
UNDERTAKEN IN THE NORMAL COURSE OF ITS PROVIDING TITLE
INSURANCE POLICIES AND RELATED SERVICES BY ENTERING INTO THIS
AGREEMENT AND ISSUING POLICIES OF TITLE INSURANCE IN RELIANCE
HEREON AND, THEREFORE, INDEMNITOR HEREBY DECLARES ITS
WILLINGNESS TO ENTER INTO THIS AGREEMENT AND TO INDUCE NORTH
AMERICAN TO ENTER INTO THIS AGREEMENT, REALIZING THAT
INDEMNITOR'S BEST INTEREST, IN THE OPINION OF INDEMNITOR, IS BEING
BEST SERVED THEREBY.
[The remainder of this page intentionally left blank.]
-5-
IN WITNESS WHEREOF, Indemnitor and North American have executed and delivered
this Agreement, effective as of the date first above written.
Indemnitor:
STANDARD PAPER BOX CORP.,
a California corporation
By:
Name: 'TbC : NQ �i ftte�
Title: CSt7
North American:
FIRST AMERICAN TITLE INSURANCE COMPANY,
through Its agent IA TH AMERICAN TITLE INSURANCE COMPANY
By:
ame:
Title:
sm
@1.1:ii:lYWl:�ll
LEGAL DESCRIPTION OF PROPERTY
ALTA OWNER'S POLICY
FORM NO. 1402.70
(10117/70)
ORDER NO.: 6012229.62
POLICY NO.: (TO BE DETERMINED)
BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE SOUTHWEST QUARTER
OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION WITH THE
NORTH LINE OF VERNON AVENUE, SAID POINT BEING DISTANT NORTH 89° 26' 30" EAST 2005.60
FEET FROM THE INTERSECTION OF SAID NORTH LINE WITH THE EASTERLY LINE OF THE 30
FOOT RIGHT OF WAY ACQUIRED BY THE LOS ANGELES AND SAN PEDRO RAILWAY COMPANY BY
CONDEMNATION, A CERTIFICATE COPY OF THE DECREE THEREOF BEING RECORDED IN BOOK 1
PAGE 531, MISCELLANEOUS RECORDS OF SAID COUNTY; THENCE ALONG THE EAST LINE OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID
SECTION, (SAID LINE BEING ALSO THE WEST LINE OF LOT "A" OF TRACT NO. 2164, IN SAID CITY,
AS PER MAP RECORDED IN BOOK 32 PAGE 46 OF MAPS RECORDS OF SAID COUNTY, NORTH 0° 52'
45" WEST 601.50 FEET TO THE SOUTHEAST CORNER OF A PARCEL OF LAND CONVEYED TO THE
SOUTHERN PACIFIC RAILROAD COMPANY BY DEED RECORDED IN BOOK 1203 PAGE 178, OF
OFFICIAL RECORDS OF SAID COUNTY; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID
PARCEL ON A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 278.34 FEET, 44.12
FEET TO THE SOUTHERLY LINE OF THE LAND DESCRIBED AS PARCEL "A" IN AGREEMENT
RECORDED IN BOOK 6293 PAGE 204 OF DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG
SAID SOUTHERLY LINE, SOUTH 89° 28' 15" WEST 390.85 FEET TO THE NORTH CORNER OF THE
LAND CONVEYED TO E.C. WILSON BY DEED RECORDED IN BOOK 7250 PAGE 91 OF SAID DEED
RECORDS; THENCE ALONG THE WESTERLY LINE OF SAID LAST MENTIONED LAND, SOUTH 0" 51'
45" EAST 605.22 TO THE NORTH LINE OF VERNON AVENUE; THENCE EASTERLY ALONG SAID
NORTH LINE, 434.78 FEET TO THE POINT OF BEGINNING.
Pam 1M (W)
-,
INTERIM BINDER
First American Title Insurance Company
First American Title Insurance Company
PRFSIDE T i V
ATTFSIACSISTA SFCRFTARI'
FORM 1293 (REV. 1/92)
INTERIM BINDER
RESALE FORM
INTERIM BINDER
Attached to Policy No. 136601
Issued By
First American Title Insurance Company
A corporation
ORDER NO.: 6012229-62
ORDER NO.: 6012229-62
POLICY NO.: 136601
FEE: $7,040.00
HEREBY AGREES WITH THE VESTEE NAMED HEREIN THAT IT WILL ISSUE, FROM AND AFTER THE DATE
SHOWN BELOW, ITS OWNERS POLICY OF TITLE INSURANCE WITH A LIABILITY NOT EXCEEDING
$6,4W,,000.W,, SHOWING TITLE TO THE ESTATE OR INTEREST DESCRIBED TO BE VESTED IN THE
VESTEE NAMED HEREIN SUB)ECT ONLY TO THE EXCEPTIONS SHOWN HEREIN AND TO ALL OF THE
PROVISIONS OF THE POLICY; OR IF A VALID AND SUFFICIENT INSTRUMENT CREATING AN INSURABLE
ESTATE OR INTEREST IN FAVOR OF THE NOMINEE OF THE VESTEE NAMED HEREIN IS EXECUTED,
DELIVERED AND RECORDED WITHIN TWO YEARS FROM THE DATE STATED BELOW, THE POLICY WILL BE
ISSUED AS OF THE DATE OF RECORDING THE INSTRUMENT, INSURING THE ESTATE OR INTEREST
SUBJECT ONLY TO THE AFORESAID EXCEPTIONS AND PROVISIONS OF THE POLICY AND TO LIENS,
ENCUMBRANCES, AND ANY OTHER MATTERS WHICH SHALL HAVE INTERVENED, OCCURRED OR
ATTACHED, OR BECOME FOR THE FIRST TIME DISCLOSED BETWEEN THE DATE STATED BELOW AND
THE DATE OF RECORDING THE INSTRUMENT, INCLUDING THOSE MATTERS WHICH MAY ATTACH AS A
RESULT OF THE RECORDING.
THIS BINDER IS PRELIMINARY TO THE ISSUANCE OF THE POLICY OF TITLE INSURANCE AND SHALL
BECOME NULL AND VOID 730 DAYS FROM THE DATE SHOWN BELOW OR WHEN THE POLICY IS ISSUED,
WHICHEVER SHALL FIRST OCCUR.
DATED: AUGUST 3, 2004
First American Title Insurance Company
AUTHORIZED SIGNATORY
FORM 1293 (REV. 1/92) ORDER NO.: 6012229-62
INTERIM BINDER POLICY NO.: 136601
RESALE FORM
TITLE TO THE ESTATE OR INTEREST COVERED BY THIS BINDER AT THE DATE HEREOF IS
VESTED IN:
THE CITY OF VERNON, A BODY CORPORATE AND POLITIC
THE ESTATE OR INTEREST IN THE LAND DESCRIBED OR COVERED BY THIS BINDER IS:
A FEE
EXCEPTIONS:
1. THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY
COSTS, ATTORNEYS' FEES OR EXPENSES) WHICH ARISE BY REASON OF:
2. GENERAL AND SPECIAL PROPERTY TAXES, AND ANY ASSESSMENTS COLLECTED WITH TAXES,
INCLUDING UTILITY ASSESSMENTS, ARE A LIEN NOT YET PAYABLE TO BE LEVIED FOR THE
FISCAL YEAR 2004/2005.
3. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF
CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE
STATE OF CALIFORNIA.
4. WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC
RECORDS.
5. AN OIL AND GAS LEASE AFFECTING THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500
FEET FROM THE SURFACE THEREOF, WITH NO RIGHT OF SURFACE ENTRY, FOR THE TERM AND
UPON THE TERMS, CONDITIONS AND COVENANTS THEREIN PROVIDED:
DATED: OCTOBER 1, 1964
LESSOR: BORG WARNER CORPORATION, AS OWNER OF SAID LAND BY
OTHER PERSONS AS OWNERS OF OTHER LANDS IN THE
COMMUNITY AREA
LESSEE: UNION OIL COMPANY OF CALIFORNIA, A CALIFORNIA.
CORPORATION
RECORDED: JUNE 10, 1965 AS INSTRUMENT NO. 4620, OF OFFICIAL RECORDS
THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE AND OTHER MATTERS
AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN.
FORM 1293 (REV. 1/92) ORDER NO.: 6012229-62
INTERIM BINDER POLICY NO.: 136601
RESALE FORM
6. ANY FACTS, RIGHTS, INTERESTS OR CLAIMS WHICH MAY EXIST OR ARISE BY REASON OF THE
FOLLOWING MATTERS SHOWN ON ALTA SURVEY ENTITLED "2301 EAST VERNON AVENUE"
PREPARED BY: HENNON SURVEYING & MAPPING, INC.
DATED: JULY 19, 2004
JOB NO.: 2291
AS FOLLOWS:
A. THE FACT THAT OVERHEAD POWER LINES, POWER POLES WITH TRANSFORMERS AND A HIGH
VOLTAGE ELECTRICAL SHACK EXIST ON SUBJECT PROPERTY, AS INDICATED ON SAID
SURVEY.
B. THE FACT THAT VARIOUS FIRE HYDRANTS, A PROPANE TANK AND A HIGH VOLTAGE PAD,
EXIST ON SUBJECT PROPERTY, AS INDICATED ON SAID SURVEY.
C. THE FACT THAT PLANTER AREAS, SITUATED ON THE SOUTHERLY PORTION OF SUBJECT
PROPERTY, ENCROACHES ONTO THE 7 FOOT CITY REQUIRED FUTURE STREET DEDICATED,
AS INDICATED ON SAID SURVEY.
7. AN UNRECORDED LEASE SUBJECT TO THE TERMS, COVENANTS, CONDITIONS AND PROVISIONS
SET FORTH THEREIN, AS DISCLOSED TO THE COMPANY OR BY AN INSPECTION:
LESSOR: RECORD OWNER
LESSEE: STANDARD PAPER BOX CORP., KEITH FARMER
FIRSTAMERICAN TITLE INSURANCE COMPANY
AUTHORIZED SIGNATORY
FORM 1293 (REV. 1/92) ORDER NO.: 6012229-62
INTERIM BINDER POLICY NO.: 136601
RESALE FORM
THE LAND REFERRED TO IN THIS BINDER IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF LOS ANGELES, CITY OF VERNON, AND IS DESCRIBED AS FOLLOWS:
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER OF SECTION 10, TOWNSHIP 2 SOUTH, RANGE 13 WEST, SAN BERNARDINO MERIDIAN, IN THE
CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
OF SAID LAND FILED IN THE DISTRICT LAND OFFICE APRIL 22, 1968, IN THE CITY OF VERNON,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINE OF THE SOUTHWEST QUARTER OF THE
SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION WITH THE NORTH LINE OF
VERNON AVENUE, SAID POINT BEING DISTANT NORTH 89° 26' 30" EAST 2005.60 FEET FROM THE
INTERSECTION OF SAID NORTH LINE WITH THE EASTERLY LINE OF THE 30 FOOT RIGHT OF WAY
ACQUIRED BY THE LOS ANGELES AND SAN PEDRO RAILWAY COMPANY BY CONDEMNATION, A
CERTIFICATE COPY OF THE DECREE THEREOF BEING RECORDED IN BOOK 1 PAGE 531, MISCELLANEOUS
RECORDS OF SAID COUNTY; THENCE ALONG THE EAST LINE OF THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION, (SAID LINE BEING ALSO THE
WEST LINE OF LOT "A" OF TRACT NO. 2164, IN SAID CITY, AS PER MAP RECORDED IN BOOK 32 PAGE 46
OF MAPS RECORDS OF SAID COUNTY, NORTH 0° 52' 45" WEST 601.50 FEET TO THE SOUTHEAST CORNER
OF A PARCEL OF LAND CONVEYED TO THE SOUTHERN PACIFIC RAILROAD COMPANY BY DEED RECORDED
IN BOOK 1203 PAGE 178, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE WESTERLY ALONG THE
SOUTHERLY LINE OF SAID PARCEL ON A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF
278.34 FEET, 44.12 FEET TO THE SOUTHERLY LINE OF THE LAND DESCRIBED AS PARCEL "A" IN
AGREEMENT RECORDED IN BOOK 6293 PAGE 204 OF DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG
SAID SOUTHERLY LINE, SOUTH 89" 28' 15" WEST 390.85 FEET TO THE NORTH CORNER OF THE LAND
CONVEYED TO E.C. WILSON BY DEED RECORDED IN BOOK 7250 PAGE 91 OF SAID DEED RECORDS;
THENCE ALONG THE WESTERLY LINE OF SAID LAST MENTIONED LAND, SOUTH 0° 51' 45" EAST 605.22 TO
THE NORTH LINE OF VERNON AVENUE; THENCE EASTERLY ALONG SAID NORTH LINE, 434.78 FEET TO
THE POINT OF BEGINNING.
FORM 1293 (REV. 1/92)
INTERIM BINDER
RESALE FORM
ORDER NO.: 6012229-62
POLICY NO.: 136601
CLTA Form 100.29 (Modified) Minerals, Surface Damage
FEE: NO CHARGE
ENDORSEMENT
Attached to Policy No. (TO BE DETERMINED)
Issued By
First American Title Insurance Company
The Company insures the insured against loss which the insured shall sustain by reason of damage
to existing and future improvements, including lawns, shrubbery or trees resulting from the exercise of any
right to use the surface or subsurface of the land for the extraction or development of the minerals excepted
from the description of the land or shown as an exception in Schedule B.
This endorsement is made a part of the policy and is subject to all of the terms and provisions
thereof and of any prior endorsements thereto. Except to the extent expressly stated, R neither modifies
any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective
date of the policy and any prior endorsements, nor does It increase the face amount thereof.
Date of Endorsement: AUGUST 3, 2004
Order Number: 6012229-62
First American ritle Insurance Company
By:
Authorized Signatory
CLTA Form 100.29 (9-10-93)
CLTA - Owner or Lender
FORM 1293 (REV. 1/92)
INTERIM BINDER
RESALE FORM
ORDER NO.: 6012229-62
POLICY NO.: 136601
CLTA Form 103.1 Easement, Damage- Use or Maintenance
FEE: NO CHARGE
ENDORSEMENT
Attached to Policy No. (TO BE DETERMINED)
Issued By
First American Title Insurance Company
The Company hereby insures the owner against loss which the insured shall sustain as a result of
any exercise of the right of use or maintenance of the easement referred to in paragraph 6A & 6B of
Schedule B over or through the land.
This endorsement is made a part of the policy and is subject to all of the terms and provisions
thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies
any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective
date of the policy and any prior endorsements, nor does it increase the face amount thereof.
Dated: AUGUST 3, 2004
Order Number: 6012229-62
FirstAmerican Title Insurance Company
By:
Authorized Signatory
CLTA Form 103.1 (Rev. 9-10-93)
ALTA or CLTA — Lender
FORM 1293 (REV. 1/92) ORDER NO.: 6012229-62
INTERIM BINDER POLICY NO.: 136601
RESALE FORM
CLTA Form 103.5 Water Rights, Surface Damage
FEE: $500.00
ENDORSEMENT
Attached to Policy No. (TO BE DETERMINED)
Issued By
First American Title Insurance Company
The Company hereby insures the insured against loss which the insured shall sustain by reason of
damage to existing and future improvements, including lawns, shrubbery or trees, resulting from the
exercise of any right to use the surface and subsurface of the land for the extraction or development of
water excepted from the description of the land or shown as an exception in Schedule B.
This endorsement is made a part of the policy and is subject to all of the terms and provisions
thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies
any of the terms and provisions of the policy and any prior endorsements, nor does It extend the effective
date of the policy and any prior endorsements, nor does it increase the face amount thereof.
Dated: AUGUST 3, 2004
Order Number: 6012229-62
First American Title Insurance Company
By:
Authorized Signatory
CLTA Form 103.5 (Rev. 9-10-93)
ALTA - Owner or Lender
FORM 1293 (REV. 1/92)
INTERIM BINDER
RESALE FORM
ORDER NO.: 6012229-62
POLICY NO.: 136601
CLTA Form 116 Designation of Improvements, Address
ENDORSEMENT
Attached to Policy No. (TO BE DETERMINED)
Issued By
First American Title Insurance Company
The Company hereby insures the owner against loss or damage which the insured shall sustain by
reason of the failure of (i) COMMERCIAL BUILDING known as 2301, 2315 & 2321 EAST VERNON
AVENUE, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, to be
located on the land at Date of Policy, or (ii) the map attached to this policy to correctly show the location
and dimensions of the land according to the public records.
This endorsement is made a part of the policy and is subject to all of the terms and provisions
thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies
any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective
date of the policy and any prior endorsements, nor does it increase the face amount thereof.
Date of Endorsement: AUGUST 3, 2004
Order Number: 6012229-62
First American Title Insurance Company
By:
Authorized Signatory
CLTA Form 116 (Rev. 6-14-96)
ALTA - Lender
FORM 1293 (REV. 1/92)
INTERIM BINDER
RESALE FORM
CLTA Form 116.1
ENDORSEMENT
Attached to Policy No. (TO BE DETERMINED)
Issued By
First American Title Insurance Company
ORDER NO.: 6012229-62
POLICY NO.: 136601
Survey
FEE: NO CHARGE
The Company hereby insures the insured against loss or damage which the Insured shall sustain by
reason of the failure of the land to be the same as that delineated on the plat of a survey made by Kennon
Surveying and Mapping, Inc., on January 19, 2004, designated Job No. 2291.
This endorsement is made a part of the policy and is subject to all of the terms and provisions
thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies
any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective
date of the policy and any prior endorsements, nor does it increase the face amount thereof.
Dated: AUGUST 3, 2004
Order Number: 6012229.62
FastAmeryran Title Insurance Company
By:
Authorized Signatory
CLTA Form 116.1 (Rev. 6-14-96)
ALTA or CLTA - Owner
FORM 1293 (REV. 1/92)
INTERIM BINDER
RESALE FORM
ORDER NO.: 6012229-62
POLICY NO.: 136601
CLTA Form 116.7 Subdivision Map Act Compliance
FEE: NO CHARGE
ENDORSEMENT
Attached to Policy No. (TO BE DETERMINED)
Issued By
First American Title Insurance Company
The Company hereby insures the insured against loss or damage which the insured shall sustain by
reason of the failure of the land described to constitute a lawfully created parcel according to the Subdivision
Map Act (Section 66410, et seq., of the California Government Code) and local ordinances adopted pursuant
thereto.
This endorsement is made a part of the policy and is subject to all of the terms and provisions
thereof and of any prior endorsements thereto. Except to the extent expressly stated, R neither modifies
any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective
date of the policy and any prior endorsements, nor does it increase the face amount thereof.
Dated: AUGUST 3, 2004
Order Number: 6012229-62
First Amedccan Title Insurance Company
By:
Authorized Signatory
CLTA Form 116.7 (Rev. 6-14-96)
Subdivision Map Act Endorsement
FORM 1293(REV. 1/92) ORDER NO.: 6012229-62
INTERIM BINDER POLICY NO.: 136601
RESALE FORM
Form 31.1 R., E., & M. - Improved Land, Owner
FEE: SS00.00
ENDORSEMENT
Attached to Policy No. (TO BE DETERMINED)
Issued By
First American Title Insurance Company
The Company hereby Insures against loss which the Insured shall sustain by reason of any of the
following matters:
1. Any incorrectness in the assurance which the Company hereby gives:
(a) That there are no present violations on the land of any enforceable covenants, conditions or
restrictions;
(b) That, except as shown in Schedule B, there are no encroachments of buildings, structures,
or improvements located on the land onto adjoining lands, nor any encroachments onto the
land of buildings, structures or improvements located on adjoining lands.
2. Unmarketability of the title to the estate or interest by reason of any violations on the land,
occurring prior to acquisition of title to the estate or interest by the Insured, of any covenants,
conditions or restrictions.
3. Damage to existing building improvements,
(a) which are located or encroach upon the portion of the land subject to any easement shown
in Schedule B, which damage results from the exercise of the right to use or maintain the
easement for the purposes for which the same was granted or reserved;
(b) resulting from the exercise of any right to use the surface of the land for the extraction or
development of the minerals excepted from the description of the land or shown as a
reservation in Schedule B.
Any final court order or judgment requiring removal from any land adjoining the land of any
encroachment shown in Schedule B.
Wherever in this endorsement any or all the words "covenants, conditions or restrictions" appear,
they shall not be deemed to refer to or include the terms, covenants, conditions or restrictions contained in
any lease.
No coverage is provided under this endorsement as to any covenant, condition, restriction or other
provision relating to environmental protection.
FORM 1293 (REV. 1/92)
INTERIM BINDER
RESALE FORM
ORDER NO.: 6012229-62
POLICY NO.: 136601
The total liability of the Company under the policy and any endorsements therein shall not exceed,
in the aggregate, the face amount of the policy and costs which the Company is obligated under the
conditions and stipulations thereof to pay.
This endorsement is made a part of the policy and is subject to the schedules, conditions and
stipulations therein, except as modified by the provisions hereof.
Dated: AUGUST 3, 2004
Order Number: 6012229-62
FirstAmenca/n Title Insurance Company
i1
By:
Authorized Signatory
Form 31.1 (Revised 11-15-95)
ALTA Extended Owner
(Improved Land)
Restrictions, Encroachments & Minerals
FORM 1293 (REV. 1/92)
INTERIM BINDER
RESALE FORM
FORCED REMOVAL ENDORSEMENT
ORDER NO.: 6012229-62
POLICY NO.: (TO BE DETERMINED)
FEE: NO CHARGE
ENDORSEMENT
Attached to Policy No. (TO BE DETERMINED
Issued By
FIRST AMERICAN TITLE INSURANCE COMPANY
The Company hereby assures the insured against loss sustained by reason:
(A) The forced removal of those certain encroachments heretofore referred to in Schedule B as
exception no. 6C
OR
(B) The payment of damages by reason of the existence thereof.
This endorsement is made a part of the policy and is subject to all of the terms and provisions
thereof and or any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any
of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date
of the policy and any prior endorsements, nor does it increase the face amount thereof.
Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized
countersignature.
Date of Endorsement: AUGUST 3, 2004
Order Number: 60-12229-62
FIRSTAMERICAN TITLE INSURANCE COMPANY
By:
Authorized Signatory
ORDER NO.: 6012229-62
Privacy Policy Notice
(as of July 1, 2001)
We at the North American Title family of companies take your privacy very seriously. We do not share your
private information with anyone except as necessary to complete your real property, title insurance and
escrow transaction.
OUR PRIVACY POLICIES AND PRACTICES
1. Information we collect and sources from which we collect it: We collect nonpublic personal information
from you from the following sources:
• Information we receive from you on applications or other forms.
• Information about your transactions with us, our affiliates or others.
• Information from non-affiliated third parties relating to your transaction.
"Nonpublic personal information" is nonpublic information about you that we obtain in connection with
providing a product or service to you.
2. What information we disclose and to whom we disclose it: We do not disclose any nonpublic personal
information about you to either our affiliates or non -affiliates without your express consent, except as
permitted or required by law. We may disclose the nonpublic personal information we collect, as described
above, to persons or companies that perform services on our behalf regarding your transaction. "Our
affiliates" are companies with which we share common ownership and which offer real property, title
Insurance, or escrow services.
3. Our security procedures: We restrict access to your nonpublic personal Information and only allow
disclosures to persons and companies as permitted or required by law to assist in providing products or
services to you. We maintain physical, electronic, and pmcedural safeguards to protect your nonpublic
personal information.
4. Your right to access your personal information: You have the right to review your personal information
that we record about you. If you wish to review that information, please contact your local North American
Title office and give us a reasonable time to make that information available to you. If you believe any
information is incorrect, notify us, and if we agree, we will correct it. If we disagree, we will advise you In
writing why we disagree.
5. Customer acknowledgement: Your receipt of a copy of the preliminary report, commibnent, your policy of
insurance, or escrow documents, accompanied by this Notice will constitute your acknowledgement of
receipt of this Privacy Policy Notice.
North American Title may also share your information with an insurance institution, credit reporting agency,
insurance regulatory authority, law enforcement, other governmental authority, actuary, or other research
organization for purposes of detecting or preventing fraud, crimes, or misrepresentations in connection with
an insurance or real estate transaction, resolving claims or service disputes, investigating suspected illegal or
unlawful activities, or for conducting actuarial or research studies.
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Order: RON Gant: