Resolution No. 8496k ,
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RESOLUTION NO. 8496,
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF
STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS
FOR PURCHASE OF REAL ESTATE BY AND BETWEEN THE CITY
OF VERNON AND SC INTERNATIONAL SERVICES, INC. FOR
PROPERTY LOCATED AT 5001 S. SOTO STREET
WHEREAS, the City of Vernon desires to purchase certain real
property in the City, commonly known as 5001 S. Soto Street (the
"Property") owned by SC International Services, Inc. ("SC
International") for future development; and
WHEREAS, the SC International 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"), subject to
ratification by the City Council of the City of Vernon; and
WHEREAS, on July 13, 2004, the Finance Committee considered
the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
July 8, 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 execution of the Standard Offer,
Agreement and Escrow Instructions for Purchase of Real Estate with SC
International, a'copy of which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
approves and authorizes the initial deposit of Two Hundred Seventy -
Seven Thousand Five Hundred Dollars and No Cents ($277,500.00) 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 14th day of July, 2004.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
EONIS C. MALB RG, M yor
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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.
8496, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
July 14, 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
VA&
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non -Residential)
AIR Commercial Real Estate Association
May 13, 2004
1. Buyer. (Date for Reference Purposes)
1.1 City of Vernon
her offers a ( ���
ably purchase the real property, hereinafter described, from the owner thereof ('Seller') (co08ctively, the 'Parties' or Individually, s 'Party'),
through an escrow ('Escrowl to dose ea within ninety (90) days from the opening of escrow
('Expected Closing Date') to behold by North American Title Company (Attn • Tina DeBow) ('Escrow Holder)
whose address Is 520 North Brand Boulevard, Glendale, California 91203
, Phone No. 818-551-5370 , Facsimile No. 818-240-9884
upon the leans and conditions set forth In this agreement ('AgreemenC). Buyer shall have the right to assign Buyers rights hereunder, but any such
assignment Shan not relieve Buyer of Buyers obligations herein unless Seller expressly releases Buyer.
1.2 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 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 descdptbn) approximately
222,156 square feet of industrial land and a building of approximately 89,000 square feet
including the existing sewer capacity water discharge units located on the property
is located in the City of Vernon County of Los Angeles
State of California is commonly known by the street address of 5001 N. Soto Street
and is legally described as: to be described in escrow
(APN:6303-002-008 ),
2.2 If the legal description of the Property is not complete or is Inaccurate, this Agreement shall not be invond and the legal description shall be
completed oroorrected to most the requirements of North American Title Company (Attn: Debi Kroman)
('title Company'), which shall issue the this policy hereinafter described.
2.3 The Property Includes, at no additional cost to Buyer. the permanent Improvements thereon, including time items which pursuant to
applicable tribution w are a part or the property, as wen as the following items. n any, owned by Seller and at present located on the Property. electrical
systems(power panel, bus ducting, conduits, disconnects, fighting fixtures); telephone distribution systems pines, 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 all existing sewer capacity water discharge units The
number of units to be confirmed in escrow
(collectively, the Improvements").
WWII Shall be FGFRoved by Geller-��
3. Purchase Price.
3.1 The purchase price ('Purchase Price") to be paid by Buyer to Seller for the Property shall be $5 , 550, 000. 0 0
follows:payable as
(a) Cash down payment. Including the Deposit as defined in paragraph 4.3 (or I an all cash
(Slake44et transaction, the Purchase Price): $5, 550, 000.00
gold RF&I N918 to
PGFFAQ
app&abW Paid halaAGO IS duo GA 41
$
Total Purchase Price:
$5,550,000.00
3.2 If Buyer Is taking title to the Property subject to, or assuming, an Existing Deed of Trust and such deed of trust permits the beneficiary to
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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 Escrow Holder, to be held by Broker
until both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, g ® Buyer shall deliver to
Escrow Holder a check In the sum of $277 , 500.00 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 riot enter Into an agreement for purchase and sale, Buyers check or funds
shall, upon request by Buyer, be promptly returned to Buyer.
a! 6% G—W be Payable with FQGPGGI to any paymeFA a!
40ilaysaget#ie dug.
FaquWa the aRgre mAP-ld balance al said Note to be paid in fiA.
t CALIFORNIA I -AM DONS-NOT-ALI OW DEFICIENCY JUDG&MVITS ON GOLLOR RNANCING. IF BUYER ULTIMATE"
7. Real Estate Brokers.
7.1 The "Owl g real estate broker(s) (-Brokwa-) and brokerage relationships exist in this transaction and are consented to by the
Panties (cthecik the
$— applicable boxes): .
Travers McKinney Realty Corporation
10 dba McKinney Travers - ONCOR International represents Buyer exclusively ('Buyer's Broker*); er
(See Addendum #26h)
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 8
to the Property for a period of 1 year from the Date of Agreement
�s Broker exclusively in connection with any and all negotiations and offers with respect
72 Buyer and Seller each represent and warrant to the other that halshalit has had no dealings with any person, Ben, broker or finder In
connection with the negotiation of this Agreement •andlor 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 Ware entitled to any commission or frxWs fee In
connection with ids transaction as the result of any dealings or ads of such Party. Buyer and Seger do each hereby agree to indemnify, defend, protect
and hold the other hamdess from and against any routs, expenses or itabpity for compensation. comrfiission or charges which may be claimed by any
broker, finder or other sknilar party. other than said named Brokers by reason of any dealings or ad of the indemnifying Party.
8. Escrow and Closing.
8.1 Upon acceptance hereof by Saner, this Agreement, Including any counter-offers incorporated herein by the Parties, shall constitute not only
the agreement of purchase and sale between Buyer and Senor, but also instructions to Escrow Holder for the consummation of the Agreement through
the Escrow. Escrow Holder shall not prepare any further escrow instrudicns 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 Holler 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 shaft 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 Helder Is located, the law of the state
where the Property is located shall prevall.
8.4 Subject to satisfaction of the confi gencles herein described, Escrow Holder shalt 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
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with this Agreement
8.5 Buyer and Seller shag each Pay ona-half of the Escrow Holder's charges and Seller shall pay the usual recording tees and any required
documentary transfer taxes. Seger shall pay the premium for a standard coverage owners or joint protection policy of title insurance.
8.6 Escrow Holder shall verify that an of Buyers corttfrtpencies have beers satisfied or waived prior to (:blip. The matters contained h
btweentparagraphs 9.1 subparagraphs e n (c), (d), (e), s to Es (o and (o), 9.4, 9.5, 12, 13. 14, 18. 18. 20, 21. 22. and 24 are. however, matters of agreement
between the Parties only and are not Instructions o Escrow Holder.
8.7 If this transaction Is terminated for rron-satisfaction and non -waiver of a Buyers Contingency, as defined in paragraph 9.2Cren neither of the
Parties shag 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 Folder, 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
tl the Closing does riot occur by the Expected Closing Date and said Date Is not extended by mutual Instructions of the Parties, a Party riot then In
default raider this Agreement may notify the other Party. Escrow Holder. and Brokers. in writing that, urhless the Closing occurs within 5 business days
following said notice. the Escrow shelf be deemed terminated without fuller 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.
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 APPROVAL D APPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED
THEREIN, iT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS DISAPPROVED APPROVED SUCH ITEM, MATTER OR DOCUMENT.
Buyers conditional approval shall constitute disapproval. unless provision is made by the Seller within the time specified therefore by the Buyer In such
conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition unposed by the Buyer. Escrow Holder shell promptly
provide all Parties with copies of any written disapproval or conditional approval which it receives. With regard to subparagraphs (a) through (n fine
The %line Periods set forth In rarosroph SP6.4 of
the Addendum shill control. Further detass as to buyers ContinsenCbA are net forth In rarasraph t26.5 of the Addendum and Akan Control over any terms set
forth In tins pro -printed Agreement.
(a) Disclosure. Seller shag make to Buyer. through escrow. all of the applicable disclosures required by law (See AIR Conunerdal Heal Estate
Association ('AIR') standard forth entitled 'Sellers Mandatory Disclosure Statement") and provide Buyer with a completed Property Information Sheet
('Property Information Sheer) concerning the Property, duty executed by or on behalf of Seger in the current form or equivalent to that published by
the AIR within 10 or days flowing 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 pihysical 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. Seger recommends that Buyer obtain a
Hazardous Substance Conditions Report concemhhg the Property and relevant adjoining properties. Any such report shag 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, tender it subject to Federal. state or local regulation, investigation, remediaton or removal as potentially lNurous 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 remedietion and/or removal under applicable Federal, state or local law_ See rarwaph i26.1 of
Addendum.
(d) Sod 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 conditions of the sons on the Property. Seger recommends that Buyer obtain a son test report. Any such report
shag be paid for by Buyer. Seger shag provide Buyer copies of any sons report that Seger 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 apbprovala and
permits from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or
desk" in connection with Its Intended use of the Property. Including. but not Ii ifted to, permits and approvals requited with respect to zoning,
planning. building and safety. fie, police, handicapped and Americans with Disabilities Act requirements, transportation and ernkorimerntd matters.
(fir Conditn of Tide. Escrow Holder shag cause a current commitment for title Insurance ('Tide Commibnenr) concerting 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 wihin /0 or days following the Date of Agreement. Buyer has 10 days from the receipt of the Th le Commitment and UndeAyhng
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. shag not be considered a failure of tits contingency, as Seger shag have the
obligation, at Sellers expense, to satisfy and remove such disapproved monetary encumbrance at or before the Cosi g
(9) Survey. Buyer has 30 or days from the Onto of Agwnicre to gatispy
itself with regard to any ALTA tide supplement based upon a survey prepared to American Land Title Association (ALTA") standards or an owners
Policy by a licensed surveyor, showing the legal descriptlort and boundary Ones of the Property, any easements of record. and any improvements.
poles, structures and ships located within 10 feet of either side of the Property boundary lines. Any such survey shag 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 or Buyers approval of
a
survey to have an ALTA extended coverage owners form of the policy, it which event Buyer shag pay any additional premium attributable thereto.
(h) Existing Leases and Tanaray 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 form or equivalent to that published by the AIR, executed by Seger 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, 0 any tenant fags or
refuses to provide an Estoppel Certificate them Seller shag 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 Existip Leases and any other tenancy Issues.
(9 Odw Agreements. Seger shag within 10 or days of the Date of Agreement provide Buyer with legible copies of all of her
agreements ("Other Agreamentsl known to Senor 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. Soo rorngraph s262 of Addendum.
!OF Shag W11hIR 10 OF PW4dQ VWYOF
(m) Destruction, Damage or Lass. There shag not have occurred prior to the Closing, a destruction of, or damage or loss to, the Properly 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 are is $10,000.00 or
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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 b repair or cure, b either terminate this transaction or b purchase the Property notwitlut colpt such loss, but without deduction
shad be entitled b Purohase Price. H the cost b repair cr cure is more than $10,000.00, and Buyer does rat elect to terminate this transaction, Buyer
or offset against the any Insurance Proceeds applicable to such kss. Unim otherwise notified in writing. Escrow Holder shad assume no such
destruction. damage or loss has occurred prior to Closing.
(n) Material Change. Buyer shad have 10 days following receipt of written notice of a Material Charge within which to satisfy beff with regard
to such change. 'Material Change' shad 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 ratified In writing, Escrow Holder shall assume that n o Material Change has occurred prior
to the Closing.
(0) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be
performed by Seder under this Agreement.
(P) Warranties. That each representation and warranty of Seder herein be true and correct as of the Ching. Escrow Folder shad 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 at the Closing of such brokerage fee as is specified in this Agreement or later written Instructions to Escrow
Holder executed by Seder and Brokers ('Brokerage Fee). H 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 shad be made with respect to the payment of the Brokerage Fee
specified in this Agreement, without the written consent of Brokers.
9.2 AN 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 Contangeneles.' Duyees Contlntfeneke are further desaribad In rarseraph s26.5 of the Addendum and sbad be
In sddibn to those set forth to subliaryrsph (a) Mmush (p) of rarairaph f8.1 of the pro -printed form.
9.3 Henry Buyers Contingency ore other matter subject b Buyer's approval is disapproved as provided for herein In a timely manner
('Disapproved Item, Seller shad have the right within 10 days following the receipt of notice of Buyers disapproval to elect to axe such Disapproved
hem prior to the Expected hosing bate ('Sellers Electlonl. Seder's failure to give to Buyer within such period. written notice of seders commHrnent to cure such Disapproved Item on or before the Expected
Disapproved Hem. H Seder elects. either written notice or Closing
q bite shad n conclusively c presumed b be Seders Election not b e election
such
within 10 days after Seders Election to ordw a give written ' ^tit b cure a Disapproved Hem. Buyer shad have the election,
fedora b nobly Seller io ° title b the Property subject b such Disapproved Hem, or b terminate this transaction. Buyers
constitute B writing of Buyers election b accept title b the Property subject to the Disapproved Hem without deduction or offset shad
remeaiatbn Buyer's
Substanceeterminate
this
Conditions tcgon.o the unless expressly provided otherwise herein, Sellers right b cure shall not apply to the
the satisfaction ofHazardous
contingencies cr for Seders and B inancing Contingency. Unless the Parties mutually instruct otherwise, H the time periods for
Date shall satisfaction
deemed extended for 3 business n �s said EWCW s would expire on a date after the Expected Closing Date, the Expected Closing
Seller may elect b cure the Disapproved Item. or (c Seiler elfollowing the ects ss not to cure, Me periodplicable contingencywhit Buyers), may
the Period within which the
transaction, whichever is later.9.4
Pad within which Buyer may elect b proceed with this
solicit entertain and/understands
e� and agrees that urtld such time as all Buyers Contingencies have been satisfied or waived. seder and/or Its agents may
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, assume a and Buyer and Seder are not relying upon any Investigation by or statement of Brokers with respect thereto. The Parties hereby
responsibdity for the impact of such Hazardous Substances loon their respective Interests herel n.
10. Documents Required at or before hosing:
10.1 Fire days prior to the Closing date Escrow Holder shad obtain an updated Title Commitment concerning the Property from the Title C and provide copies thereof to each of the Partlea. omperry
102 Seder shad deliver to Escrow Holder in time for delivery to Buyer at the Closing:
(a) Grant or general warranty dead, duty executed and in recordable forth. fee title b the
Itht-H-arxdi-' -- - = - - s.., e._...�'-•-------'-- �_ ._.. ... .. �eYloO Property to Buyer.
(a) An affidavit executed by Seder to the effect that Seder is not a Yoreign person' within the meaning of Internal Revenue Code Section 1445
Or successor statutes. H Seder does not provide such affidavit in forth reasonably satisfactory to Buyer at least 3 business days prior to the Closing,
Escrow Holder sled at the Closing deduct from Seders Proceeds and remit to Internal Revenue Service such sum as is required by applicable Federal
law with respect to purchases from foreign seders.
(f) It the Property is located in Calffomfa. an affidavit executed by Seder to the effect that Seller is not a-norresideW within the meaning of
Caltiorria Revenue and Tax Code Section ia582 or successor statutes. H Seder does not provide such affidavit in forth reasonably satisfacbry to Buyer
at least 3 business days prior b the Closing, Escrow Holder shall at the Closing deduct from such sum ask required by such suit". Sellers proceeds and remit tothe Franchise Tax Board
property. (h) H tine Seder b a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the
10.3 Buyer shad deliver to Seller through Escrow
(a) The cash portion Of the Purchase Price and such additional sums as are required of Buyer wider this Agreement shad 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 hosing Date.
p- - • - --- -- --.r- _.
10.4 At Closing. Escrow Holder shad cause to be issued to Buyer a standard coverage (or ALTA extended. H elected pursuant to 9.1(g)) owners
P� Policyam ice Insurance effective as of the Closing, issued by the Title Company in the full amount of the Purchase Price. insuring title b the
the Buyer, subject only b the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction,
Policy of title Insurance shad be a joint protection policy Insuring both Buyer and Seder.
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. Proratlons and Adjustments.
11.1 razes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the hosing, based
upon the latest tax bill available. The Parties agree to prorate as of the hosing any taxes assessed against the Property by supplemental bill levied by
reason of events occurring prior to the hosing. Payment of the prorated amount shad be made promPtly In cash upon receipt of a copy of any
supplemental bill.
11.2 Insurance. WARNING: Any Insurance which Seger 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 shag be promptly adjusted by the Parties
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by appropriate cash payment outside of the Escrow when tha amount dim nor dote...,:..e..
12. Representation and Warranties of Seller and Disclaimers. 0*9866
12.1 Seder's warranties and representations shag survive the Closing and delivery of the deed for a period of 3 years, and, are true, material and
relied upon by Buryer.end4 hvkvrs in all respects. As of she date of of she Agreement end she closing. Seller hereby makes the following warranties and
representations to Buyer andarokera: See Addendum raragraph 26.10.
P (a) Authority of Seller. Seller is the owner of the Property and/« has the full right. power and authority to sell. convey and transfer the
roperty to Buyer as provided herein, and to perform Seder's obligations hereunder.
maintain the Maintenance During Escrow and Equipment CaXMM At Closing. Except as otherwise provided In paragraph 9.1(m) hereof, Seder shad
Property until the Closing in its present conditkxq ordinary wear and tear excepted.
(c) Hazard" Substa98 Tanks. Sailer 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) Co"P%ncs. Saner has no aoWal knnOwledge of any aspect or condition of the Property which violates applicable laws, rules. regulations,
codes orovenants, conditions or restrictions. or of Improvements or alterations made to the Property without a permit where one was required, or of
any un UMOd «der Or dkecdve of any applicable governmerrai agency or casualty Insurance company requiring any krvestlgatlon, remediadon. repair,
maintenance or Improvement be performed on the Property.
(a) 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.
(t) Possessory Rlghts. Seder has no knowledge that anyone will, at the Ching, have any right to possession of the Property. except as
disclosed by this Agreement or otherwise in writing to Buyer.
(0) tilechanks' Dens. There are no unsatisfied mechanics' of materielmeriV den rights cxxnceming the Property.
(h) Actions. Suits or Proceedings. Seller has no knowledge of any actions, suds or proceedings pending or threatened before any
commission, board, bureau, agency, arbitrator, court or tribunal that would affect pre Property «the right to occupy «utilize same.
M 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.
7' Bankruptcy Procee&V& Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or
inSOIV—(k) Pb Seller Bankruptcy Proceedcngs. Seller is riot the subject of a bankruptcy, insolvency or probate proceeding.
Otherwise 'A WMIAll to 13WGf.
12.2 Buyer hereby acknowledges that, except as otherwise elated In this Agreement, Buyer Is purchasing the Property in its existing condition and
will, by the time called for herein. make or have waived an 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, n o representatio ns, inducemerhts,
promtses, agreements, assurances, oral «written. ccrnceming the property. Or any aspect of the occupational safety and health laws, Hazardous
Substance laws, «any other act, ordinance Or law, have been made by either Party or Brokers, or relied upon by either Party hereto.
P 12.3 In the event that Buyer learns that a Seller representation «
warranty might be untrue prior to the Closing. and Buyer elects to purchase the
said representation ornwaa eint �t event, Buyer waives any right that Itmay have to bring an action orproceeding against Seller orBrokers regarding
to Buyer t> 12.4 Any enler or� reports, sods reports, surveys. and other similar documents which were prepared by third party cornsr pants and provided
Sufi representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the
sufficiency, accuracy, completeness, and/or valkddy of said documents. an of which Buyer relies on at its own risk. Serer believes said documents to be
accurate. but Buyer is advised to retain appropriate consultants to review said documents and Investigate the Property.
13. Possession.
1Possession of the Property Shan be given to Buyer at the Closing subject to the rights of tenants ruder Existing Leases.
yens Entry.
At any time during the Escrow period. Buyer. and Its agents and representatives, shad have the right at reasonable tines 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 shad be
conducted, tnovrever, without Seder's pit« approval which shag not be unreasonably withheld. Following any such entry or work, unless otherwise
directed In writing by Seller. Buyer shag return the Property to the condition it was In prior to such entry or work, Including the recompaction or removal
Of any disrupted 804 Or material as Serer may reasonably direct. Ad such inspections and tests and any other work conducted or materials furnished
Segrespectand to this Property by or for Buyer shag and be paid for by Buyer as awhen due and Buyer shag Indemnify. defend. protect and hold harmlessdory toPrcor property,
of and from any and an claims. liabil8les, losses. expenses (Incluudi ng reasonable atomeys' fees), damages. Including those for
connection property. arising out of or relating to any such work or materials ft,« the acts « omissions of Buyer. Its agents « employees In
15. Further Documents and Assurances.
The Parties shag each, dllgently 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 Me This Company.
16. Attorneys' Fees.
If
declare Party or Broker or brings an actionproceeding (including arbitration) involving the Property whether founded In tort, contract or equity. or to
rights hereunder, the Prevailing Party (as hereafter defined) In any such proceeding, action, or appeal thereon, shag 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' shag include, without limitation, a Party or Broker who substantially obtains or defeats the relief
sought. as the case may be, whether by compromise, setitemeM, Judgment, or the abandonment by the other Party or Broker of Its claim or defense.
Thereto s award shag not be computed In accordance with any cart fee schedule. but shag be such as to fully reimburse all attorneys' fees
bly Incurred.
17. Prior Agreements/Amendments.
17.1 This Agreement supersedes any and all prior agreements between Seger and Buyer regarding the Property.
17.2 Amendments to this Agreement are effective only If made in writirng and executed by Buyer and Seger.
38r Broke"A19M&
18-4 Nthis Sale is RGI consummated due in the default of QkhAF the GUYGF OF Seiler, the dolauldrig PaFty shall he Ilab a to and shall pay Io4fokom
liquidated OF Q4hGF -I8M&QGS.
19.2 Upon the Closing, QFQ1 the Ia-G-119- of thin Iran
19. Notices
19.1 Whenever any Parry, 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 shag be deemed made on the date of actual receipt I personally delivered. Any such communication sent by regular Mal shag be deemed given 48 hours after the same Is malted. Communications sent by United States Express Mal or overnight courier
that guarantee next day delivery shag be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. Communications
transmitted by facsimile transmission shag be deemed delivered upon telephonic confirmation of receipt (confirmation report from fax machine is
sufficient), provided a copy Is also delivered vie delivery or mail. If such communication is received on a Saturday, Sunday or legal holiday, it shag 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
PAGE 5 OF 8
INITIALS
INITIALS
02000 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFA-448/00E
additional persons to whom, all communications are thereafter to be made. '
20. Duration of Offer.
20.1 If this offer to not accepted by Seiler on or before 5:00 P.M. according to the time standard applicable to the city of
Vernon on the date of JulY19, 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 fhe Parties as described in
paragraph din shad o deemed made upon delivery to the other Party or either Broker herein of a duly executed writing urx xxiidonally accepting the
last outstanding offeror counteroffer.
21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only it initiated by both Parties). yes AAeeeJush 26.s.
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 E 277, 500.00 . 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 Initials
Seller initials
RING. P RkzTQ, AND UPON :A4rm PADENCE, PRODUCED A.T.
TO TWFL graLLER OF I lot "_A
YOU Alipiss ER AGREEING To :P !IS PRO Y Or* G0MI2rmLL&0—TQ
ARR ME GALIMR01I.A. OF Ria, YOUR AGREEMENT To :A 09
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS
INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.
B tia/s Sell -Ua/s
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 the Parties. Paragraphs 21 and 22 are each incorporated Into this Agreement only t initialed by both Parties at the time that the Agreement Is
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. Tkne is of the essence of this Agreement
23.4 of Counterparts. This Agreement may be executed by Buyer and Seiner n counterparts, each of which shall be deemed an origkrel. and all
signatures authorher ized instructed aedt andthe
the signed Signature paw one of thecounterparts.rifying tthe which shallelthen coonsiftuteare ettthe A eerxcept ne hire
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 ConfllcL Any conflict between the printed provisions of this
controlled by the typewritten or handwritten provisions. Agreement and the typewritten or handwritten provisions shag be
24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
24.1 The Parties and Brokers agree that their relationship(s) 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 Seiler 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) Seders Agent A Seller's agent under a Haling agreement with the Seller acts as the agent for the Seller only. A Seder'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 Seder. (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 krformation obtained from
the other Party which does not involve the affirmative duties set font above.
(b) Buyers Agent. A selling agent can, with a Buyers consent, agree to act as agent for the Buyer only. In these situation, the agent is not
PAGE 6 OF 6
INITIALS
02000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
40
INITIALS
FORM OFA4MpOE
the Sellers agent, even ff by agreement the agent may receive compensation for services rendered• either in full or in part from the Seller. An agent
acting Orgy 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 skips and care in performance of the agents 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 die value or deskabpily of the
Property that are not known o, 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 Softer and Buyer. A real estate agent, either acting directly or through one or more associate pcenses, 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 and loyalty In the dealings with either Seller or the Buyer. b. Other duties to the Seiler 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 Seger 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, 0 legal or tax advice is desired, consult a competent professkrhel.
agents assd) Fwther Diselosures. Throughout this transaction Buyer and Seller may receive more than one disclosure. depending upon the number of
istng 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, enor or omission relating to this
Agreement shall not exceed the fee received by such Broker pursuant to this Agreement: provided, however, that the foregokg limitation on each
Brokers 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 'Contde"W any communication or information given Brokers that
Is considered by such Party to be confidential.
25. ornsidered a part Construction off Agreement in construing this Agreement, all headings and tees are for the convenience of the parties only and shall not be
this Agreement Whenever required by the context, the skgnear shell Include the plural and vice versa. Unless otherwise
sp
ecifically Indicated to the contrary, Me word *days' as used In this Agreement shelf mean and refer to calendar days. This Agreement shall not be
construed as t prepared by one of the parties, but rather aocordkg to its fair meaning as a whale, as 0 both parties had prepared IL
26 Additional Provisions:
Additional Provisions of this offer. if any. are as follows or are attached hereto by an addendum consisting of Paragraphs 26.1
through 26.12 (If there are no additional provisions write "NONE".)
-•-• •-- ••��.•w�......,vn wn newmkwtnuATloN 15 MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY /
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. S
IGATION SHOULD
,E BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, T
ITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILfiY OF THE PROPERTY FOR BUYEI
ED USE
IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT
E REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPFRry tic r ruteTcn
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: BUYER:
Travers McKinney Realty Corporation d b a City of Vernon
McKinney Travers ONCOR international
Ann: Philip T. Attalla
Tolle: Senior Vice President
Address:2833 Leonis Boulevard, Suite 311
Vernon, California 90058
Telephone:(323) 589-1800
Facsimpe:(L23) 589-1226
Federal ID No.
Approved a form:
Eric T. Freach, City Attorney
PAGE 7 OF 8
INITIALS
02M - AIR COMMERCIAL REAL ESTATE ASSOCIATION
Y.
to:
Name Printed: Bruce V. Malkenhorst
Tits. City Administrator/City Clerk
Telophone:(323) 583-8811
Facsinpe:(L23) 826-1438
Date:
Name Printed:
Tale:
Address:4305 Santa Fe Avenue
Vernon, California 90058
Telephone: 3�23_) 583-8811
Facsi ile:(323) 826-1438
Federal ID No. 9 5 - 6 0 0 0 8 0 8
INITIALS
FORM OFA-48100E
27. Acceptance.
27.1 Seiler
therein Specified, accepts the foregoing otter to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions
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 REOUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.
BROKER SELLER: SC International Services. Inc.
By_
_ Date:
NSA
-Telephone:(_—)
lacskntle ��� Facsknle:(__ ).
Federa4J8-tie
By.
Date:
Name Printed:
Title:
Address:6191 N. State Highway 161
Irving, TX 75038
Telephoner_)
Facsknfle:(_ )
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 sum you are
utilizing the most current forth: AIR Commercial Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017. (213)
687-8m.
O Copyright 2000 By AIR Commercial Real Estate Association.
All rights reserved.
No part of these works may be reproduced In any form without permission In writing.
PAGE 8 OF 8
INITIALS
02000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
INITIALS
FORM OFA-448100E
Addendum to Standard Offer, Agreement
And Escrow Instructions for Purchase of Real Estate
Buyer: City of Vernon
Seller: SC International Services, Inc.
Premises: 5001 South Soto Street, Vernon, California
Dated: May 13, 2004
In the event of a conflict between the terms of the Standard Offer, Agreement and Escrow
Instructions (the "Pre -Printed Agreement') 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 Pre -Printed Agreement. Collectively, the
Pre -Printed Agreement and this Addendum are referred to as the "Purchase Agreement".
26.1 Buyer's Due Diligence: Upon mutual execution of the Purchase Agreement, Buyer and
its agents shall have immediate access to the Property to allow for necessary inspections
and testing. Buyer shall not be obligated to deliver to Seller (or to disclose to Seller the
contents of) any analyses, tests, reports, or studies prepared by or for Seller in connection
with the Property, it being understood and agreed that Buyer is paying for such studies
for its own use and information, they are obtained as part of a legal analysis, and they
will be retained as confidential information belonging solely to Buyer, whether or not the
sale of the Property is consummated. Notwithstanding anything in the Pre -Printed
Agreement to the contrary, Buyer, at Buyer's expense, shall have the right to undertake,
during the Contingency Period, a Phase I and Phase H environmental study of the
Property, including, without limitation, any borings or other invasive studies required to
complete the Phase I and Phase H reports.
26.2 Seller's Reports: Upon mutual execution of the Purchase Agreement, Seller shall
deliver or make accessible to Buyer copies of all Property information, including, without
limitation, a preliminary title report and all underlying documents, and all analyses, tests,
reports, or studies Seller has in its possession relating to the condition of the Property,
including environmental assessments (including the Environmental Close Out Report
currently being obtained by Seller, at its cost), soils studies, and other technical or
financial information relating to the Property, but excluding the certified appraisal
previously obtained by Seller for the Property. Seller shall ensure that the Environmental
Close Out Report shall be assignable to Buyer, at no cost to Buyer, if Buyer purchases the
Property. Seller shall obtain appropriate closure confirmation documents from the
applicable local, regional or state governmental agencies with respect to clean up or
removal of underground tanks, Hazardous Substance, or toxic materials from the
Property to the extent that Seller has or is in the process of undertaking such remediation
activities.
26.3 Purchase Price: Seller acknowledges and agrees that the Purchase Price 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. The Purchase Price also
constitutes all consideration for the entire existing sewer capacity water discharge units.
All storm water discharge units shall be conveyed to Buyer at the Close of Escrow, free
and clear of all liens, claims, and encumbrances, by means of a Bill of Sale in form and
substance reasonably satisfactory to Buyer and Seller.
26.4 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 sixty (60) 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.
0191010006101332.4
26.5 Contingencies: Buyer shall have the Contingency Period set forth in Paragraph 26.4 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, and all other matters related to
the Property, including 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. Seiler, at its cost, is obtaining an Environmental Close Out Report,
which will be delivered to Buyer upon the mutual execution of the Purchase Agreement.
If, after Buyer's receipt of the Environmental Close Out Report and other environmental
reports and studies as the Buyer may obtain at its cost, and within the Contingency
Period, the parties shall endeavor to agree upon the terms on which the Property (other
than the building) will be delivered to the Buyer. If the parties are not able to reach
agreement on such terms, Buyer, in its sole and absolute discretion, may terminate the
Purchase Agreement within the Contingency Period and receive a full refund of its
Deposit.
26.6 Condition of Property: Seller shall deliver the building to Buyer at the Close of Escrow
in its "AS IS" condition, with all defects and/or environmental impairments accepted
with no offset against the Purchase price. At the option of Seller, all personal property,
equipment, and debris shall be removed from the Property prior to the Close of Escrow.
Any personal property not removed by Seller by the Close of Escrow shall be deemed to
be abandoned by Seller, and shall immediately, and without notice or other proceeding,
become the sole and exclusive property of Buyer, to be held, sold, stored, donated, or
destroyed by Buyer in Buyer's sole and exclusive discretion, without any obligation to
Seller to account for the proceeds, if any, and Seller hereby waives any rights it may have
under any law or at equity to claim any right to the abandoned property or the proceeds
thereof. As a material inducement to the execution and delivery of the Purchase
Agreement by Seller and the performance by Seller of its duties and obligations
hereunder, Buyer does hereby acknowledge, represent, warrant and agree, to and with
Seller that, subject to any express representations and warranties set forth in the Purchase
Agreement and subject to law: (a) Buyer is purchasing the Property in its "AS -IS',
"WHERE IS" condition; (b) Seller shall have no obligation to repair or convect any faults,
defects, or conditions with respect to the Property, (c) by the expiration of the
Contingency Period, Buyer shall have undertaken all such physical inspections and
examinations of the Property as Buyer deems necessary or appropriate under the
circumstances, and Buyer is not relying upon any representations or warranties of Seller
(other than those expressly set forth in the Purchase Agreement); and (d) except for the
representations and warranties set forth in the Purchase Agreement, Seller is not making
and has not made any warranty or representation with respect to all or any part of the
Property as an inducement to Buyer to enter into this Agreement and thereafter to
purchase the Property or for any other purpose.
Except for the obligations, agreements, representations, warranties, and
indemnities set forth in this Agreement, Buyer hereby releases Seller from any and all
rights and claims that Buyer may on its own allege, assert, or have against Seller with
respect to the condition of the Property; provided, however that notwithstanding anything
to the contrary in this sentence or elsewhere in this Purchase Agreement, Buyer does not
release Seller if any claims, lawsuits, causes of action, notices, or other proceedings or
actions (collectively, "Claims') are brought against Buyer by any third party, including,
without limitation, any governmental or quasi -governmental agency as a result of or
related to the condition of the Property (including, without limitation, any Hazardous
Substance located in, on, under, or around the Property), which condition Buyer
reasonably believes could have occurred or been present during Seller's ownership of the
Property. Seller acknowledges that if Buyer receives any notice of Claim from any third
01910/0006 101332.4
party related to the condition of the Property that Buyer reasonably believes was a
condition in existence during Seller's ownership of the Property, Buyer may assert a
claim against Seller, add Seller to the thud party's Claim as an indispensable party, direct
the third party to make the Claim against Seller, or otherwise bring Seller into the matter.
In the event of a third party Claim against Buyer in connection with the condition of the
Property, Seller hereby waives any defense or right arising out of the release set forth
herein, and indemnifies, defends, and holds harmless Buyer from and against any
damages, claims, or costs (including, without limitation, reasonable attorneys' fees) that
arise out of Seller's claim or defense that Seller has been released from such third party
Claims.
26.7 Termination of Escrow: Notwithstanding anything to the contrary in Paragraph 8.7 of
the Pre -Printed Agreement, upon any termination of this Agreement and the Escrow for
any reason other than Buyer's default hereunder, Escrow Holder shall refund to Buyer the
entire Deposit.
26.8 Brokers: Buyer shall pay any commission owing to Buyer's Broker (as defined in
Paragraph 7.1 of the Pre -Printed Agreement) in accordance with the terms of the
Agreement between Buyer and Buyer's Broker, and Seller shall have no obligation or
liability to pay any such commission.
26.9 Damages: Notwithstanding anything in Paragraph 16 of the Pre -Printed Agreement to
the contrary, in the event that Seller receives Liquidated Damages, as described in
Paragraph 21 of the Pre -Printed Agreement, Seller shall not be entitled to recover its
attorneys' fees or costs of bringing br prosecuting the claim, or any other costs, fees, or
damages, it being understood and agreed that the Liquidated Damages are in lieu of and
fully compensate Seiler for all of Seller's losses, costs, expenses, and fees.
Notwithstanding anything in Paragraph 16 of the Pre -Printed Agreement to the contrary,
in the event that Buyer makes a claim against Seller as described in Paragraph 26.12 of
this Addendum, the maximum damages that Buyer shall be entitled to in pursuing such
claim and recovering its damages shall be the Maximum Amount set forth in Paragraph
26.12 of this Addendum, including Buyer's attorneys' fees and costs. Therefore, Buyer
shall be entitled to recover its reasonable attorneys' fees and all costs (to the extent of the
Maximum Amount, as defined in Paragraph 26.12 of this Addendum) and other damages
as described in Paragraph 26.12 of this Addendum, but Buyer waives the right to collect
any amount of damages (including attorneys' fees and costs) in excess of the Maximum
Amount set forth in Paragraph 26.12 of this Addendum.
26.10 Seller's Representations and Warranties: The representations and warranties set forth
in Paragraphs 12.1(c) and 12.1(d) are made to the actual knowledge of John H. Hayes,
the Director, Corporate Real Estate of Seller, and Seller represents and warrants that John
H. Hayes is the person employed by Seller who is most knowledgeable about the
condition of the Property; provided, however, that if and to the extent Buyer has
knowledge prior to the Closing that any Seller representation or warranty was incorrect at
the time of Closing, including knowledge resulting from Buyer's due diligence, recovery
shall not be available to Buyer with respect to such breach unless Buyer advises Seller of
its information prior to the Closing.
26.11 Role of City Health Department: It is understood that nothing in this Agreement
affects or limits the City Health Department's responsibilities in the administration of
local, state and federal law with respect to remediation of the Property, if such
remediation is necessary. Seller agrees that neither Buyer's relationship to the City
Health Department nor anything required of Seller by the City Health Department in
carrying out its responsibilities under the law, shall excuse Seller's obligations under this
Agreement. It is further understood that Buyer's approval of any contingency relative to
the condition of the Property only includes approval by the Buyer (City of Vernon), and
does not necessarily constitute approval by the City Health Department."
26.12 Seller's Default: IF ESCROW DOES NOT CLOSE DUE TO THE DEFAULT OR
FAILURE TO PERFORM OF SELLER, BUYER MAY ELECT EITHER TO: (A)
ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT AGAINST SELLER
AND MAKE A CLAIM FOR ALL LOSSES, COSTS, AND DAMAGES (INCLUDING,
01910/0006 101332.4
WITHOUT LIMITATION, LOSSES ARISING OUT OF THE LOSS OF USE OF THE
PROPERTY, THE COSTS OF OBTAINING THE USE OF ALTERNATIVE
PROPERTY, AND ANY DIMINUTION OF THE VALUE OF THE PROPERTY, AND
OTHER CONSEQUENTIAL DAMAGES, AS WELL AS REASONABLE
ATTORNEYS' FEES AND COSTS), PROVIDED, HOWEVER, THAT ALL SUCH
DAMAGES SHALL NOT EXCEED THE AMOUNT OF $277,500.00 (TIE
"MAXIMUM AMOUNT"); OR (B) TERMINATE THIS PURCHASE AGREEMENT
AND ESCROW BY WRITTEN NOTICE DELIVERED TO SELLER IN WHICH
EVENT THE DEPOSIT SHALL BE RETURNED TO BUYER AND SELLER MAY
MAKE A CLAIM FOR ALL DAMAGES AS DESCRIBED IN CLAUSE A ABOVE,
SUBJECT TO THE MAXIMUM AMOUNT DEFINED IN CLAUSE A ABOVE.
FOLLOWING THE RESOLUTION OF ANY CLAIM MADE HEREUNDER
(INCLUDING SELLER'S PAYMENT IN GOOD FUNDS OF ANY DAMAGES
AWARDED TO BUYER), NEITHER PARTY HERETO SHALL HAVE ANY
FURTHER OBLIGATION OR LIABILITY TO THE OTHER HEREUNDER.
AGREED AND ACCEPTED -"SELLER":
SC INTERNATIONAL SERVICES, INC.,
By:
Date:
AGREED AND ACCEPTED -"BUYER":
CITY OF VERNON
By:
BRUCE V. MALKENHORST
City Administrator
Date:
APPROVED AS FORM:
By:
ERIC T. FRE CH
City Attorney
01910/0006 101332.4 4