Resolution No. 8663
, ,
1
RESOLUTION NO. 8663
2
3
4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS
FOR PURCHASE OF REAL ESTATE BY AND BETWEEN THE CITY
OF VERNON AND MASCO BUILDING PRODUCTS CORP. FOR
PROPERTY LOCATED AT 5119 DISTRICT BOULEVARD
5
6
7
8 WHEREAS, the City of Vernon desires to purchase certain real
9 property in the City, commonly known as 5119 District Boulevard (the
10 "Property") owned by Masco Building Products Corp. ("Masco") for future
11
development; and
12
WHEREAS, Masco has agreed to sell the Proper~y to the City
on negotiated terms, which the City has determined to be fair and
13
14
15
reasonable; and
WHEREAS, on February 2, 2005, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, Director of
16
17
18
Finance, dated January 27, 2005, that the Property be purchased and
the necessary documents executed to implement the purchase.
19
20
21
22
23
24
25
26
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
and correct.
SECTION 2:
The City Council of the City of Vernon hereby
approves the Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate and Addendum to Standard Offer, Agreement and
27
28
Escrow Instructions for Purchase of Real Estate with Masco, a copy of
which is attached hereto as Exhibit A and incorporated by reference.
1
SECTION 3:
The City Council of the City of Vernon hereby
2 authorizes the Mayor to execute the Agreement and Addendum for, and on
3 behalf of, the City of Vernon and the City Clerk is hereby authorized
4 to attest thereto.
5
SECTION 4:
The City Council of the City of Vernon hereby
6 authorizes the City Administrator, or his designee, to execute any and
7 all documents as shall be required to complete the acquisition of the
8 Property and to accomplish the close of escrow consistent with the
9 terms of said Agreement and Addendum approved herein.
10
SECTION 5:
The City Clerk of the City of Vernon shall
11 certify to the passage of this resolution, and thereupon and
12 thereafter the same shall be in full force and effect.
13 APPROVED AND ADOPTED this 2nd day of February, 2005.
14
15
16
17
18
19
~~z~L~L6U~~ ~
/~~ONIS C. MK URG, ayor
ATTEST:
~ __ )//'lL4~~o~
20
21
BRUCE V. MALKENHORST, City Clerk
22
23
24
25
26
27
28
- 2 -
1 STATE OF CALIFORNIA
2
3
4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
ss
COUNTY OF LOS ANGELES
5 hereby certify that the foregoing Resolution, being Resolution No.
6 8663, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Wednesday,
8 February 2, 2005, and thereafter was duly signed by the Mayor of the
9 City of Vernon.
10
11
12
IA:~
rL
F/;/Jz2f4~,~-,,~
BRUCE V. MALKENHORST, City Clerk
13 (SEAL)
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 3 -
EXHIBIT
A
AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non-Residential)
1. Buyer
1.1 The 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 ('Escrow") to close 30 days after the date on which
all contingencies have been satisfied or waived by Buyer ("Expected Closing Date") to be held by North American Title Company
(Altn: Tina De Bow) ('Escrow Holder") whose address is 520 North Brand Blvd., 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 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 approximately 10.44 acres of industrial land (the
'Land") and the buildings and other improvements located thereon, including four structures, totaling approximately 265,379 square
feet under roof (collectively, the "Improvements") in the City of Vemon, County of Los Angeles, State of California, and is commonly
known by the street address of 5119 District Boulevard, Vernon, Califomia 90040, legally described as: to be described in escrow
(APN:6314-001-o03, 6314-001-004, 6314-001-020, 6314-001-025, 6314-002-013, 6314-003-007).
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 Company (Altn: Victor Greene)
('Title Company"), which shall issue the title pOlicYhereinafler 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 Property: electrical distribution systems (power panel, buss 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 (collectively, the "Fixtures")
2.4 The fire sprinkler monitor is owned by Seller and included in the Purchase Price.
2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and
furnishings, all of which shall be removed by Seller prior to Closing. See Addendum Paragraph 26.6.
3. Purchase Price
3.1 The purchase price ('Purchase Price") to be paid by Buyer to Seller for the Property shall
be $ 11,000,000.00; payable as follows:
Cash at Closing:
January 12, 2005
(Date for Reference Purposes)
$11,000,000.00
c
[
c
Total Purchase Price:
$11 000.000.00
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 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 shall deliver to Escrow Holder a check in the sum of $250,000 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 Escrow
Holder's trust account 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, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer.
4.2 Additional deposits: None.
4.3 Escrow Holder shall deposit the funds deposita<! 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. Buyer's Federal
Tax Identification Number is . NOTE: SltCh interest bearing account cannot be opened until Buyer's
Federal Tax Identification number is provided.
5. Financing Contingency. Not Applicable.
5.1 This sffer is ssntiAlJent ullsn Buyer sbtaininlJ frsm an iAsuFaAse ssmllan)', financial im:titution sr sther lender. a
commitmeAt te lend tEl Buyer a sum equal te at least'll. sf the P!,Jrchase Price, at terms reasenabl)' assepta:I~~e :~y~~. =
lea A ('Hel\' lean") shall be sesured by a first deed ef tAlst er mertlJalJe eA the Preperty. If this /\lJreemeAt Ilrevide f See,
bask junier fiAansiAlJ, thon Seller EhaO have tho FilJht to allllrEl...e the termE sf tRe New l-ean. SE!ller shall have 7 days frem reGeipt ef the
Gemmitment seltinlJfortR the preflesed terms ef the New Lean-te--awre\'o er disapflre\'e ef such IlFalloseEl terms. If Seller fails te nstify
!;;ssrel'l Helder, iA writiAlJ, af tRo Elisaflpre'lal within said 7 days, it shall be seAclusi'lely presumed that Seller has apflre'/ed the terms sf
tho New lean.
Initials
01910/0013110517.2
PAGE 1
1kJ
~~ad
5.2 Buyer l1ereby agrbes to diligently pursue ebtai"ing tho New Loan. If Buyer shall fail to notify its Broker, Escrow,
Holder and Seller, in writingl'.'ithin days following the Date of Agreement, that the New Loan has not been obtained, it
shall be sonslusj','ely presumed that Buyer has either obtained said New Loan or has waived this Ne..... loan contingency.
5.3 If, after eue eiligeRse, Buyer sl1all Relify its Breker, EssrElw Heleer ane Seller, iR 'tlming, witl1iR tho time spesilied iR
paragFaflI1 6.2 l1eresf. tI1at Buyor l1as nat elllaiRed said NO'llloan. tl1is I'-grooment shallbo termiRalee. aRe Buyor shallbo onlitlod to
tho proml'lt r.eturn of the Depesit, plus aRY iRlerest eamee thereeR, less eRlr Essrew Halc:ler and Title CempaRY eaRsellatioR foes and
oosts, whiol1 Buyer sl1all pay.
6. Seller Finaneing (Purehase MORey Nole). !'let Appl:r;3s!e.
6.1 TIle Pursl1ase Money Nete shall pr.ovide fer iRlerest on unpailOl pRRsipal a! the rate ef % par aARum. .....ill1 prinsipal
anlOl inlarest payablo as fellows:
The Pursl1ase MeRey Nete aRd Purshase MeRey Deed of Truslsl1allbe en the SUFFent ferms semmeRI}' used by Essre'lIHoldor, aRlOIbe
JURier and suborlOliRate only te tile Enisling Nelo(6) aRd,lar tile Now loaR expressl}' sailed fer by tl1is .^,gr.oemeRI.
6.2 . TIlo Pursl1ase Monoy Nole aRd/or tile Pursl1ase Money !;leee af TFust sl1all sanlain provisiens regareiRg tile fellowing (Elee
also paragrapI11Q.3(b)):
(a) Pre~'m9flt. Prinsipal may be prapaid In whale ar in paF! al any time will1aul pena~, at the eptian sf tile Buyer.
(b) Late CtJ3rge. 1'. late sharga af 6% sl1all be payabla with respeGt ta any payment sf prinsipal. interSElt, er etl1er
sharges. net malOla within 1 9 lOIays after it is due.
(c) fhJe On Sa.la. In the event the Buyer sells er traRsfere title te the Property ar any pam an thereof, then the Seller
may. at Seller's aptian. reEluiro tile eAtire unpallOlbalansa af said Note ta be paie iR full.
6.3 If tile Pursl1aso Money OeelOl af Trust is ta be suborlOlinate la other finansing, Essr.ow HallOler sl1all, at Buyer's expense
pre pars anll reGOre an Seller's bel1alf a rGEluest fer Ratise af eefault amliGr sale with regarlOl to eaGh A'laFlgage or deed of trust te wl1iGh it
'Nillbe subareinate.
6.4 WARNING: CAllFORNllI.LAW DOES .IOT l.bLOW DEiACIENCV JUDGMENTS ON SEllEiR FIN.'l.NCING: IF 8UViR
ULTIMATELY DE~AUlTS ON THE LOAN, SEiLLEiR'S SOLE REMEiDY IS TO FORECLOSEi ON THE PROPEiRTY.
7. Real Estate Brokers: None.
7.1 The fall9'/IIAg real estate brsker(s) ("Brekers') anlOlbrskemge relatianships eKist in tl1is tmnsalllion ane are senseRtelOl te
by the pamEls (llhesk tile applieable baxes):
B RepreseRts Seller exslusi\'ely ("Seller's Dr~ker')
B represeRts Buyer ellGlusi\'ely ("Duyer's Drllker'); llr
B represents l3ath SElller aRd 8uyer ("Dual AgenGy").
The Pames askRElwledge tha! Brallers are the prlleuRng sause Elf this !\gFeement. See I'laragraph 21 regareing tile nature Elf a Feal
estate agenGy relatienship. Buyer sRall use tl1a seMses sf Buyer's Br:eker exGlllsi\.ely in s9nRollli9A 'Nitl1 any and all negetia!ians ami
affers '/lith respeGt te the PrapeFty fer a peRed ef 1 YElar tram the lOIate iRElaRed fer FElfeFense l'luFfl9SeS at the tol'l af page 1.
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 this Agreement and/or the consummation of the purchase and sale contemplated herein.
and no broker or other person, firm or entity is/are entitled to any commission or finder's 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 harmless
the other 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, 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 counleroffers 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 Breker 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 receipl 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.
Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordancewilh 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.
8.3 Subject to satisfaction of the contingencies herein described. Escrow Holder shall dose 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 with this Agreement. The deed shall contain ltIe following provision: 'SUBJECT TO matters of
record in the public records of Los Angeles County, California.'
8.4 Buyer and Seller shall each pay one-halt of the Escrow Holder's charges and Seller shall pay the usual recording fees and
any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title
insurance.
8.5 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). (e), (g), (I), (n), and (0), 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.
8.6 If this transaction is terminated for non-satisfaction and non-waiver of a Buyer's 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. aU of which shall be
Buyer's obligation.
8.7 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 June 30, 2005 (the 'Outside Closing Date') and the Outside Closing Date is not
extended by mutual instructions of the Parties, the Buyer may, at any time after the Outside Closing Date. by notice delivered to the
Seller and the Escrow Holder, elect to terminate this Agreement 30 days after delivery of the Buyer's notice. if Ihe Escrow is not yet in
condition for Closing. If Buyer does. not send such notice, this Agreement shall remain in full force and effect. notwithstanding the
Outside Closing Date, and the Escrow shall remain open, and the Closing shall take place when the conditions for Closing have been
satisfied.
8.8 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation
to pay Escrow Holder's 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 BUVER
FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE APPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME
SPECIFIED THEREIN, IT SHAlL BE CONClUSIVEL V PRESUMED THAT BUYER HAS DISAPPROVED SUCH ITEM, MATTER OR
DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the Seller within the time specified
Initials
01910/0013110517.2
PAGE 2
1V/
~
therefor by the Buyer in such conditional approval or by this Agreement, whichever is later, for "he 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 sub-paragraphs (a) through (I) the time periods set forth in Paragraph 26.4 of the Addendum shall control.
Further details as to Buyer's Contingencies are set forth in Paragraph 26.5 of the Addendum and shall control over any terms set forth
in this pre-printed Agreement.
(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 "Seller's Mandatory Disclosure Statement") and provide Buyer with
a completed Property Information Sheet ("Property Information Sheet") conceming 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 oblain 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 Seller may
have within 10 days of the Date of Agreement.
(e) 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 ("Title Commitmenr)
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 Seller's expense, to satisfy and remove such
disapproved monetary encumbrance at or before the 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 AL T A title supplement based upon a survey prepared to American Land Title Association r AL T A")
standards for an owner's 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 Buyer's direction and expense. If Buyer has obtained a survey and approved the ALTA
title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage
owner's form of title policy, in which .event Buyer shall pay any additional premium attributable thereto. Buyer shall obtain a survey of
the Property.
(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 form 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. 1 0 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.
(i) 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. See Paragraph 26.2 of the Addendum.
Q) 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
Documents1 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. Buyer's 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.
(I) 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-l 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 within 10 or _ days of the Date of Agreement.
(m) Destruction, 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 $500,000.00 to repair or cure. If
the cost of repair or cure is $500,000.00 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 $500,000.00 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 $500,000.00, 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.
(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 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.
-ruJ
Initials
01910/0013110517.2
PAGE 3
~
(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 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 sub-paragraphs (a) through (p) of paragraph 9.1 are for the benefit of, and mar be
waived by, Buyer, and may be elsewhere herein referred to as "Buyer's Contingencies: Buyer's Contingencies are further descnbed
in Paragraph 26.5 of the Addendum and shall be in addition to those set forth in subparagraphs (a) through (p) of the Pre-Printed Form.
9.3 If any Buyer's Contingency or any other matter subject to Buyer's approval is not approved (with silence constituting
disapproval) 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 or deemed disapproval to elect to cure such Disapproved Item prior to the Expected Closing
Date ("Seller's Election). Seller's failure to give to Buyer within such period, written notice of Seller's commitment to cure such
Disapproved Item on or before the Expected Closing Date 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 notice, 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 Disapproved Item, or to
terminate this transaction. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject to the
Disapproved Item without deduction or offset shall constiMe Buyer's 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 Seller's and
Buyer's 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 SE!lIer 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 back-up offers to purchase the 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 the 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 Seller shall deliver to Escrow Holder In time for delivery to Buyer at the Closing:
(a) Grant or general warranty deed, duly 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 lessor's 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.
(e) 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 staMes. 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 'nonresidenr
within the meaning of California Revenue and Tax Code Section 18662 or successor staMes. If Seller does not provide such affidavit
in form reasonably satisfactOI)' 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 staMe.
(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 portion 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 fed~ral 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 Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase
Money Note.
(c) The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c) above, duly
executed by Buyer.
(eI) Assumptions duly executed by Buyer of the obligations of Seller that acqrue after Closing under any Other
Agreements.
(e) 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)) owner's 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 UENS AND ENCUMBRANCES
WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POUCY 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 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 such supplemental bill.
11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised
to obtain appropriate insurance to cover the Property.
Initials
01910/0013110517.2
PAGE 4
7W
~
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(srat the closing will be more or less than the amount set forth in paragraph 3.1(c) hereof ("Existing Note
Varlation1, then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such Existing Note 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 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 t/:'le Closing and shall not be merged into the Grant Deed, and are
true, material and relied upon by Buyer in all respects. Seller hereby makes the following warranties and representations to Buyer:
(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 Seller's 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.
(c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer in
writing, of1hellXistence 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. Except as otherwise disclosed by Seller to Buyer in writing, Seller has no knowledge of any aspect or
condition of the Land which violates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, 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 Land.
(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 Buyer's written approval, which approval will
not be unreasonably withheld.
(1) 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'Llens. There are no unsatisfied mechanic's or materialman's 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. 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.
OJ 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.
(I) 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.
12.3 In 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 Seller's 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 the rights of tenants under Existing Leases.
14. Buyer's Entry.
At any time during the Escrow period, Buyer, and its agents and representatives, sl1all 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 Seller's 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 attorney's 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
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 Title Company.
16. Attorneys' Fees.
If any Party 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 who
substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement. judgment, or the
1W
Initials
01910/0013110517.2
PAGE 5
~
abandonment by the O'ther Party 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.
18. Broker's Rights. Not Applicable. .
18.1 If this sale is not consummated due to the default of either the Buyer or Seller, the defaulting Party shall be liable to and
shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated. If Buyer is the defaulting
party, paymen(of said Brokerage Fee is in addition to any obligation with respect to liquidated or other damages.
18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transaction.
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, by
overnight courier 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 Vernon
on the date of January 19, 2005. it shall be deemed automatically.revoked.
20.2 The acceptance of this offer, or of any subsequent counter offer 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.
21. LIQUIDATED DAMAGES. (This Uquidated 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 $ 250,000.00. UPON PAYMENT OF SAID SUM TO SELLER, BUYER
SHALL BE RELEASED FROM ANY FURTH~~L~~~lrITY TO SELLER, AND ANY ESCROW CANCELlATION FEES AND TITLE
COMPANY CHARGES SHALL BE PAID BY SE~
~ Initials Selle~~ls
S Ll..€7L
22. ARBITRATION OF DISPUTES. Not Applicable.
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 is 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 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, 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 constiMe 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.
23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with eacli other in the event that either or both wish to
participate in a 1031 exchange. Any party initiating an exchange shaH bear all costs of such exchange.
24. Disclosures Regarding The Nature of a Real Estate Agency Relationship. Not Applicable.
25. Construction of Agreement. In construing this Agreement, all headings and titles 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, if any, are as follows or are attached hereto by an addendum consisting of paragraphs through 26.1
through 26.8. .
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 AGREEMENT 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 AGREEMENT.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY.
SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS
SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND
OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.
WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CAUFORNIA, CERTAIN PROVISIONS OF THIS
AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THEPROPERTV IS
LOCATED.
jj. uY~fL
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.
-ruJ
Inilials
01910/0013110517.2
PAGE 6
---
The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt
of a copy hereof.
BUYER:
City of Vernon
By:
Bruce V. Malkenhorst. City
Clerk
By:
~~,Leonis C. Malburg
C2~iDi6toIkx Mayor
Dated:
Address: 4305 Santa Fe Avenue
Vernon, CA 90058
Telephone: 323-583-8811
'Fax: 323-826-1438
ATTEST:
Approved As to Form
By:
Eric T. Fresch, City Attorney
Dated;
Address: 4305 Santa Fe Avenue
Vernon, CA 90058
Telephone: 323-583-8811
Fax: 323-826-1438
FederallD 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 Not applicable.
27.3 Seller acknowledges receipt of a copy hereof and has delivered a Signed copy to Buyer.
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DEUVERED TO BUYER BY SELLER UNDER THIS
AGREEMENT.
SELLER:
Seller:
~Uft-
......,L,woo ~
Title: Vice President and Assistant Secretary
Dated: /, I y. 0:'-
Notice Address: 21001 Van Born Road
Taylor, MI48180
Telephone: 313-792-6525
Fax: 313-792-615.8 ~.
BY:~B.~
Nam Robert B. Ros wski
Tille: VICe President, Treasurer and
Assistant SecretajY
Dated: . /. I ~.U~
Federal 10 No.: 38-2578376
With a copy of all notices to:
21001 Van Born Road
Taylor, MI48180
Attention: Kevin Green
Telephone: 313-792-6453
Fax: 313-792-4182
JW
Initials
01910/0013110517.2
PAGE 7
~
Addendum to Standard Offer, Agreement
And Escrow Instructions for Purchase of Real Estate
Buyer:
Seller:
Premises:
Dated:
City of Vernon
Masco Building Products Corp.
5119 District Boulevard, Vernon, California
January 12, 2005
In the event of a conflict between the terms of the Standard Offer, Agreement and Escrow
Instructions (the "Pre-Printed Form") and this Addendum (the "Addendum"), the terms of the
Addendum shall control. Any initially capitalized term used in this Addendum that is not
defmed herein shall have the meaning ascribed to such term in the Pre-Printed Form.
Collectively, the Pre-Printed Form and this Addendum are referred to as the "Agreement."
26.1 Buyer's Due Diligence: Upon mutual execution of the Agreement and subject to the
terms of this Paragraph 26.1, Buyer and its agents shall have immediate access to the
Property to allow for necessary inspections and testing. Notwithstanding anything in the
Pre-Printed Form to the contrary, Buyer shall have the right to undertake, during the
Contingency Period, a Phase II environmental study of the Property, including, without
limitation, any borings or other invasive studies required to complete the Phase II study;
provided, however, that Buyer's right to obtain a Phase II report shall not affect the
obligation of Seller (or its former tenant) to undertake all studies, reports, and borings
that may be required to obtain a Certificate of Closure, as further described in Paragraph
26.2 below. To the extent Buyer desires any inspections or studies, including a Phase II
study, that require obtaining information that is beyond the scope of or in addition to the
information required to obtain the Certificate of Closure to be issued by the City of
Vernon, Buyer shall obtain and pay for the additional information. Notwithstanding any
other notice provision or requirement in this Agreement, Buyer shall provide 48 hours
notice by email or fax to either of the following parties who have been designated by
Seller as contact personnel: Angie Wood, phone 313-792-6522, fax 313-792-6158, email
angie_wood@mascohq.comORJim Barbour, phone 209-604-7111, no fax,email
jim_barbour@mascohq.com. Each notice shall include each date on which Buyer and its
agents intend to enter the Property for any reason, including to conduct invasive borings
or testings, and Seller, its agent(s) and/or consultant(s) shall have the right to accompany
Buyer and its consultants during such invasive testings or inspections, and shall have the
right to take "split" samples of all soil, groundwater and other samples collected by Buyer
and/or its consultants on, in, from or at the Property so long as Seller does not
unreasonably delay Buyer's inspections of the Property; provided, however, that Seller
shall pay any excess costs or charges for such samples that are imposed by the Buyer's
consultants. Any environmental documents, reports or hiformation obtained by Buyer or
its consultants with respect to the Property shall be received, held and used confidentially
in the same manner and on the same terms and conditions as the ~onfidential Documents
pursuant to Section 26.2 below. If (a) the consultants preparing the environmental
reports allow Buyer to deliver them to the Seller, and (b) the consultants do not charge an
extra fee for permitting Buyer to deliver the reports to Seller (or Seller pays the additional
fee), then Buyer shall provide copies of all environmental data, documents, reports and
information obtained by Buyer or its consultants with respect to the Property to Seller
reasonably promptly after receipt of same. All of such reports shall be delivered to Seller
solely as a courtesy, and without representation or warranty of any kind by Buyer, and
Seller acknowledges and agrees that Buyer has no liability whatsoever for the content,
scope, accuracy, or completeness of such reports, whether prepared by outside
consultants or employees of the City of Vemon (including its departmental agencies and
inspectors). If a consultant does not allow the Buyer to deliver a copy of its report to the
Seller, Buyer shall not be in breach of this Agreement; provided, however, that PIC
Environmental Services, which is one of the consultants that the Buyer intends to retain
in connection with Buyer's due diligence, has agreed to allow Buyer to provide a copy of
its reports and findings to Seller.
Notwithstanding any provisions of this Agreement to the contrary, Buyer may not conduct any
invasive or other testing of the Property, including but not limited to any soil borings,
groundwater sampling or Phase II site assessment investigation, except on and subject to the
following terms and conditions:
01910/0013 1135443
1
ddo.'.:umc-t\'ioitnrncrMI\loc;ols-l\lmlp\nl>l~.,.lI'l69llJad:><.'!I_1 D:i44_;\.doc
Buyer and its consultant shall submit a proposed work plan ("Work Plan") to Seller prior to
commencing any invasive testing, including any soil boring, groundwater sampling, or Phase II
site assessment investigation, and Seller shall have ten (10) business days after receipt of such
Work Plan to reasonably object and/or suggest reasonable modifications to the Work Plan that
are necessary in light of the physical or environmental condition of the Property. In the event
Seller reasonably objects and/or suggests reasonable modifications to the Work Plan that are
necessary in light of the physical or environmental condition of the Property, Buyer and Seller
shall attempt to reach agreement on a mutually acceptable Work Plan, both parties acting
~iligently and in good faith. Any changes to the agreed upon Work Plan shall be subject to
approval by Seller, which shall not be unreasonably withheld, conditioned, or delayed.
Prior to entering upon the Property, Buyer shall (i) procure, pay for and keep in full force and
effect during the tenn of this Agreement, an occurrence fonn commercial general liability policy
with respect to the Property and the activities of Buyer, its agents, employees, contractors and
consultants relating to the Property in which the limits with respect to personal injury or death
and property damage shall not be less than One Million Dollars ($1,000,000) per occurrence, (ii)
procure, pay for and keep in full force and effect during the tenn of this Agreement, or require
Buyer's environmental consultants to procure, pay for and keep in full force and effect during the
tenn of this Agreement, an occurrence fonn pollution liability insurance policy with respect to
the Property and the activities of Buyer, its consultants, agents, employees, contractors and
subcontractors, relating to the Property in which the limits shall not be less than One Million
Dollars ($1.000,000) per occurrence, with each of the foregoing policies under (i) and (ii)
naming Seller as an additional insured party; and (iii) provide Seller with certificates of
insurance evidencing such insurance.
26.2 Seller's Reports:
· Within five calendar days after mutual execution of this Agreement, Seller shall deliver
to Buyer all analyses, tests, reports, or studies that Seller currently has in its possession
relating to the condition of the Property, including all soils and geological reports,
appraisals, and environmental reports, including, without limitation, any existing Phase I
and Phase II Environmental Report, and including the environmental reports that have
been prepared for BSH (collectively, the "Initial Due Diligence Reports"). In addition,
Seller shall deliver to Buyer all.such analyses, tests, reports, or studies as described above
that may be in process or are not yet completed as of the execution of this Agreement,
including reports being prepared for BSH (collectively, the "Additional Due Diligence
Reports") within five calendar days of Seller's receipt of such reports; provided,
however, that Seller shall use its commercially reasonable efforts to deliver all Additional
Due Diligence Reports to Buyer within 120 days following the execution of this
Agreement. If Seller does not currently have recent environmental reports available that
are satisfactory to the City of Vernon for purposes of issuing the Certificate of Closure
(the "Closure Reports"), Seller will obtain them, at its cost, and shall use its
commercially reasonable efforts to deliver them to the City of Vernon's Health
Department within 120 days following the execution of this Agreement. If Seller fails to
deliver the Additional Due Diligence Reports or the Closure Reports to Buyer within 120
days of mutual execution of this Agreement, Buyer shall have the right, at its option, by
delivering 10 calendar days prior written notice to Seller, to tenninate this Agreement if
the Closure Reports and Additional Due Diligence Reports have not been delivered to
Buyer within such 10 calendar day period; and neither party shall have any obligation or
liability to the other in the event of such tennination. In such event, the Buyer's Deposit,
plus interest thereon, shall be delivered immediately by the Escrow Holder to Buyer. All
of such documents that are not otherwise available to the City of Vernon or the public
without breach of any obligation of confidentiality are referred to herein as the
"Confidential Documents".
· Seller shall, at its cost, undertake all activities required to comply with the laws requiring
a Certificate of Closure from the City of Vernon. Promptly after Buyer's receipt of the
reports and documents referenced in the first bullet of this Paragraph 26.2, Buyer shall
notify Seller of any further environmental studies or tests (including, without limitation,
supplements to the documents provided by Seller or new studies) that are required in
order to obtain the required Certificate of Closure from the City of Vernon. To the extent
that such studies are required in order to obtain the Certificate of Closure, Seller shall be
01910/0013113544.3
2
O;:IOo<...m<:-I\~sm\l()(;;lb-I\ltmp\llOk:ilff692\1.Mno:s_1 U;;44_:th
responsible for obtaining and paying for such studies.. The Certificate of Closure shall be
issued in the name of Seller or its former tenant (BSH!fhermador) as appropriate.
· The Confidential Documents will be provided to Buyer with the understanding and on the
condition that they will be received, held and used confidentially and that copies may be
given to third parties only after each such party has given written assurance to Buyer that
it will comply with the confidentiality provisions set forth in this Section 26.2; provided,
however, that Buyer may provide copies of the Confidential Documents to its
accountants, attorneys, consultants, professional advisors, employees, staff, and elected
officials, including, without limitation, City of Vernon agencies (collectively, the
"Permitted Recipients") without obtaining the consent of Seller and without obtaining
written assurances concerning compliance, with the confidentiality provisions set forth
herein, so long as Buyer advises the Permitted Recipients of the confidential nature of the
Confidential Documents (provided, however, that Buyer shall have no obligation or
liability if a Permitted Recipient not under the direct control of the Buyer wrongfully
discloses any Confidential Information). Neither Buyer nor any third party may give the
Confidential Documents to any other person or entity (except for the Permitted
Recipients) nor disclose any of the information contained therein to any other person or
entity (except for the Permitted Recipients) without the prior written consent of Seller,
except as required by law. Unless and until Buyer acquires the Property, Buyer and any
third party to whom the Confidential Documents are given in accordance with the
preceding sentence shall safeguard the Confidential Documents against accidental loss or
disclosure. If Buyer does not acquire the Property, all originals and copies of the
Confidential Documents shall be returned to Seller upon Seller's demand. All of Buyer's
obligations related to the Confidential Documents shall cease and be of no further force
and effect immediately upon the Closing if Buyer acquires the Property.
· Seller shall cause the Title Officer to deliver to Buyer the Preliminary Title Report and all
underlying documents within five calendar days after the Date of this Agreement.
26.3 Purchase Price: The Purchase Price constitutes all consideration due to Seller for the
Property, and Seller hereby waives and relinquishes any relocation assistance Seller may
be entitled to under local, state, or federal law.
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 6:00 PM (Pacific Time) on (a) the 90th day after the later of the day
on which the Seller delivers to the City of Vernon's Health Department (i) environmental
reports satisfactory for a Certificate of Closure, and (ii) the Additional Due Diligence
Reports (which day shall be Monday through Thursday), or (b) May 31, 2005, whichever
of (a) or (b) is later; provided, however, that if Seller is required to conduct remediation
of contamination that may be located on the Property, Buyer may, in its sole and absolute
discretion, extend the Contingency Period for such additional period as is required in
order for Seller to complete such remediation. Nothing set forth herein is intended to
obligate Seller to remediate any contamination that may be located on the Property unless
and until it is determined to be Seller's obligation to do so. 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, other than the Initial Due
Diligence Reports, the Additional Due Diligence Reports, and the Closure Reports, shall
be not less than 14 days following Buyer's actual receipt of any of such items.
26.5 Contingencies: Buyer shall have the time 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 Pre-Printed Form and all other matters
related to the Property, including economic analyses, issues related to Hazardous
Substances, 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 Pre-Printed Form, 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
01910/0013 113544.3
3
c:lOOrumc-l\Sim,*,rvn\Joca"'.I\lcmp\IWI""fff692\1adoo_11~;\44_l.do<:
of its Deposit, if Buyer does not approve Buyer's Contingencies within the Contingency
Period for a reason that is not subject to cure. Buyer, in its sole and absolute discretion,
may terminate the Agreement within the Contingency Period and receive a full refund of
its Deposit. It is a contingency of this Agreement that Seller shall have obtained a
Certificate of Closure from the City of Vernon; provided, however, that Seller shall not
be in breach of this Agreement if Seller does not obtain the Certificate of Closure. Buyer
agrees that it will not impose any conditions on the issuance of such Certificate of
Closure other than it would impose in connection with other transactions in which the
Buyer was not acquiring the subject property.
26.6 Condition of Property: Seller shall deliver the Property to Buyer at the Close of Escrow
cleared of all trade fixtures, furniture, equipment, and personal property other than office
partitions and office and. kitchen equipment.
26.7 Termination of Escrow: Notwithstanding anything to the contrary in Paragraph 8.7 of
the Pre-Printed Form, 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 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." .
Executed as of the date first above written.
Seller:
By:
Name: Timothy Wadh ms
Title: Vice President and Assistant Secretary
BY'fkU-A ~~.
Name: obert B. Ro WSkl
Title: Vice President, Treasurer and Assistant
Secretary
Buyer:
CITY OF VERNON
By:
&tlIeexYxM~jl~JGit~iMt
Leonis C. Malburg, Mayor
ATTEST:
By:
APPROVED AS TO FORM
Bruce V. Malkenhorst, City
Clerk
Eric T. Fresch, City Attorney
01910/0013 113544.3
4
c:\doaaIM-I~\kJQh-I\k..,IJH*5lJ~_IIJ!i44_')~
SUPPORTING
DOCUMENTS
, f
.
f'
AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non-Residential)
1. Buyer
1.1 The 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 ("Escrow") to close 30 days after the date on which
all contingencies have been satisfied or. waived by Buyer ("Expected Closing Date") to be held by North American Title Company
(AUn: Tina De Bow) ("Escrow Holder") whose address is 520 North Brand Blvd., 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 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 approximately 10.44 acres of industrial land (the
"Land") and the buildings and other improvements located thereon, including four structures, totaling approximately 265,379 square
feet under roof (collectively, the "Improvements") in the City of Vernon, County of Los Angeles, State of California, and is commonly
known by the street address of 5119 District Boulevard, Vernon, California 90040, legally described as: to be described in escrow
(APN:6314-001-003, 6314-001-004, 6314-001-020, 6314-001-025, 6314-002-013, 6314-003-007).
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 Company (Attn: Victor Greene)
("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 part 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, buss 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 (collectively, the "Fixtures")
2.4 The fire sprinkler monitor is owned by Seller and included in the Purchase Price.
2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and
furnishings, all of which shall be removed by Seller prior to Closing. See Addendum Paragraph 26.6.
3. Purchase Price
3.1 The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall
be $ 11,000,000.00; payable as follows:
Cash at Closing:
January 12, 2005
(Date for Reference Purposes)
$11,000,000.00
c:
[
c:
Total Purchase Price:
$11.000.000.00
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 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 shall deliver to Escrow Holder a check in the sum of $250,000 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 Escrow
Holder's trust account 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, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer.
4.2 Additional deposits: None.
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. Buyer's Federal
Tax Identification Number is . NOTE: Such interest bearing account cannot be opened until Buyer's
Federal Tax Identification number is provided.
5. Financing Contingency. Not Applicable.
5.1 This offer is seAtiAgont upon Buyer obtaining from an insuranoo oompany, finansial institution or other lender, a
sommitmont to lend to Buyor a sum oql:Jal to at leoot % of tho Purohaso Priso, at torms roasonably asooptablo to Buyor. Suoh
loan ("Ne'..... leaR") shall be seoured by a first deed of trust or mortgage on the Property. If this /\groomont provides for Sollor to oarry
back junior fiRansing, thon Soller ohall havo thE> right to ~tho torms of tho Now Loan. Sollor shall have 7 dayo from roooipt of tho
oommitmont sotting fortf:l tho I3roposed torms of tho New Loan to approvo or disapprovo of ouoh proposod tE>rms. If Sollor fails to notify
Esorow Holdor, in writin!;!, of thE> disapproval within said 7 days, it shall bo oonolusivoly I3rosumod that Sollor has approvod tho terms of
the New Loan.
Initials
0191010013 110517.2
PAGE 1
~
a---.
, ,
, '
5.2 Buyer horoby agrees to diligontly !'lUFSUO obtaining tho Now Loan. If Buyer shall fail to Aotl1\' its Broker, Essro':J
Holder aAd Seller, In '....rltlng '....ithln days following the Date of Agreement, that the Ne..... Loan has not been obtained, it
shall be sonslusl'Jely presumed that Buyer has either obtained said New Loan or has ,,':aived this Ne,*': Loan Gontingensy.
5.3 If, after due diligoAse, Bl:lyer shall Aoti~' its Brol{or, E:sClrow Holdor aAd Seller, in writing, within tho timo s(3oeified in
paragraph 6.2 hereof, tRat Buyer has not obtained oaid Now Loan, this /\greemont shall bo terminated, and Buyer shall be entitled to
tho (3rompt return of tho De(3osit, pll:ls aAY into rest oarnod thereon, less only Eserow Holdor and Title Company eaneellation foos and
sosts, whieR Buyer shall pay.
6. Seller Finansing (Purshooo Monoy Note). A.'et AppJieablo.
6.1 Tho Pumheso Money Note shall pr-o>:ise for interost on un!'laid principal at the rate of % !'lor annum, with prinei!'lal
and interost payable as follows:
The Purehase Menoy Note ans PursRase Money Deed of Trust shall bo on tho current forms Clommonly usod by esero'N Holdor, and ee
jl:lnier ens sl:lbordinate only to tho ExistiAg ~lote(G) and/or the Now Loan expressly callod for by this /\groomeAt.
6.2 The PUrGRaSO Monoy ~Jote and/or the Purehase Monoy Dood of Trust shall GOAtaiA provisions rogarding tho follo'....ing (soo
also (3ar-agFa(3h 10.3(b)):
(a) Pt$pS}'fl</eflt. Prineipal may Be propaid in whele or in part at any timo without ponalty, at tho option of tho Buyor.
(b) Late Charge. 1\ late ehar!')o of S% shall bo payablo with rospost to any paymont of principal, intorest, or othor
oharliles, not made 'Nithin 10 says aftor it is duo.
(c) D~e OR Sa,ls. 11'1 the eVClAt tho Buyor sells or tr-ansfeFS titlo to tho Proporty or any portion thoreof, theR the Sollor
may, at Sellor's option, require the entire unpaie balance of said Noto to Be !'laid in full.
6.3 If the Pl:lrchase Meney Deee of Trust is to be subordinate to other finanCling, Escrow Holder shall, at Buyer's expense
prepare and resor-cl on Seller's behalf a reEjuest for notice ef defal:llt ana/or sale with regard to each mortgago or deed of trust to whioh it
will Be sUBordinato.
6.4 \NARNING: CALIFORNIA LNft! DOES NOT ALLO\J.' DliFICIENCY JUDGM&NTS ON SiLLiER FINANCING: IF BUYER
ULTIM:\TiLY DEFAULTS ON THi LOAN, SiLLER'S SOLE RiMiDY IS TO FORiCLOSE ON THE PROPERTY.
7. Real Estate Brokers: None.
?1 The followin!ij real estate br-oker(s) ("Brokers") aRg brokerage relationships exist in this trnnsaction and ara consenteg to
by tho parties (eheClI{ tho a!'lplisablo boxos):
B Roprosonts Seller excll:lsively ("Seller's Broker")
B represents Buyer e~(Qlusi'.'ely ("Buyer's Br~ker"); or
B roprosents both Sollor and Buyer ("DYal AgeRsy").
Tho Parties aelmO'....lodge that Brol(ors are tho proCluring Clause of this Agreomont. Soo paragraph 21 rogarding the nature of a roal
estate a!ijency relationst-lip. Buyer shall use the sorvises of Buyer's Broker exclusively in connection with any and all nogotiations and
offers '....ith respeet te the Proporty for a period of 1 year from tho data insertod for roforonso purposos at tho top of flage 1.
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 this Agreement and/or the consummation of the purchase and sale contemplated herein,
and no broker or other person, firm or entity is/are entitled to any commission or finder's 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 harmless
the other 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, 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 counteroffers 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.
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 Revenuo
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.
8.3 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 with this Agreement. The deed shall contain the following provision: "SUBJECT TO matters of
record in the public records of Los Angeles County, California."
8.4 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and
any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title
insurance.
8.5 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), (e), (g), (I), (n), and (0), 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.
8.6 If this transaction is terminated for non-satisfaction and non-waiver of a Buyer's 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
Buyer's obligation.
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 June 30, 2005 (the "Outside Closing Date") and the Outside Closing Date is not
extended by mutual instructions of the Parties, the Buyer may, at any time after the Outside Closing Date, by notice delivered to the
Seller and the Escrow Holder, elect to terminate this Agreement 30 days after delivery of the Buyer's notice, if the Escrow is not yet in
condition for Closing. If Buyer does not send such notice, this Agreement shall remain in full force and effect, notwithstanding the
Outside Closing Date, "nd the Escrow shall remain open, and the Closing shall take place when the conditions for Closing have been
satisfied.
8.8 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation
to pay Escrow Holder's. 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 OF ANY OF SAID CONTINGENCIES WITHIN THE TIME
SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS DISAPPROVED SUCH ITEM, MATTER OR
DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the Seller within the time specified
~~/
~
Initials
0191010013110517.2
PAGE 2
~
, ,
..
. .
therefor 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 sub-paragraphs (a) through (I) the time periods set forth in Paragraph 26.4 of the Addendum shall control.
Further details as to Buyer's Contingencies are set forth in Paragraph 26.5 of the Addendum and shall control over any terms set forth
in this pre-printed Agreement.
(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 "Seller's 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 obtain 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
obt~in a soil test report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may
have within 10 days of the Date of Agreement.
(e) 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 ("Title 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 Seller's expense, to satisfy and remove such
disapproved monetary encumbrance at or before the 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 title supplement based upon a survey prepared to American Land Title Association ("ALTA")
standards for an owner's 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 Buyer's direction and expense. If Buyer has obtained a survey and approved the AL T A
title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an AL T A extended coverage
owner's form of title policy, in which event Buyer shall pay any additional premium attributable thereto. Buyer shall obtain a survey of
the Property.
(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 form 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.
(i) 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. See Paragraph 26.2 of the Addendum.
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. Buyer's 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.
(I) 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 personal property that it is aware of within 10 or days of the Date of Agreement.
(m) Destruction, 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 $500,000.00 to repair or cure. If
the cost of repair or cure is $500,000.00 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 $500,000.00 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 $500,000.00, 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.
(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 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.
Initials
01910/0013110517.2
PAGE 3
~
=I~
/:J ..
~/
, '
( f _ "
(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 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 sub-paragraphs (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's Contingencies." Buyer's Contingencies are further described
in Paragraph 26.5 of the Addendum and shall be in addition to those set forth in subparagraphs (a) through (p) of the Pre-Printed Form.
9.3 If any Buyer's Contingency or any other matter subject to Buyer's approval is not approved (with silence constituting
disapproval) 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 or deemed disapproval to elect to cure such Disapproved Item prior to the Expected Closing
Date ("Seller's Election"). Seller's failure to give to Buyer within such period, written notice of Seller's commitment to cure such
Disapproved Item on or before the Expected Closing Date 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 notice, 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 Disapproved Item, or to
terminate this transaction. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject to the
Disapproved Item without deduction or offset shall constitute Buyer's 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 Seller's and
Buyer's 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 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 back-up offers to purchase the 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 the 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 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing:
(a) Grant or general warranty deed, duly 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 Lessor's 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.
(e) 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 sati&factory 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.
(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 portion 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 Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase
Money Note.
(c) The Assignment and Assumption of Lessor's 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.
(e) 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 ofthe 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)) owner's 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 pf 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. 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 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 such supplemental bill.
11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised
to obtain appropriate insurance to cover the Property.
Initials
01910/0013110517.2
PAGE 4
~
~
C--
. .
. '
.
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 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 to such Existing Note 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 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 shall not be merged into the Grant Deed, and are
true, material and relied upon by Buyer in all respects. Seller hereby makes the following warranties and representations to Buyer:
(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 Seller's 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.
(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. Except as otherwise disclosed by Seller to Buyer in writing, Seller has no knowledge of any aspect or
condition of the Land which violates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, 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 Land.
(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 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 unsatisfied mechanic's or materialman's 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. 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 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.
(I) 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
sta~ed 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.
12.3 In 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 Seller's 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 the rights of tenants under Existing 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, without Seller's 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 attorney's 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
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 Title Company.
16. Attorneys' Fees.
If any Party 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 who
substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the
Initials
01910/0013 110517.2
PAGE 5
~
~
abandonment by the other Party 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.
18. Broker's Rights. Not Applicable.
18.1 If this sale is not consummated due to the default of either the Buyer or Seller, the defaulting Party shall be liable to and
shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated. If Buyer is the defaulting
party, payment of said Brokerage Fee is in addition to any obligation with respect to liquidated or other damages.
18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transaction.
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, by
overnight courier 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 Vernon
on the date of January 19, 2005, it shall be deemed automatically revoked.
20.2 The acceptance of this offer, or of any subsequent counter offer 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.
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 $ 250,000.00. 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 PAlO BY SELLER.W CD
dnlfials Selle' Inib Is () 0 ~ e: 12- -
Sf!! t-~{<.
22. ARBITRATION OF DISPUTES. Not Applicable.
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 is 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 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, 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 Agreementand the typewritten or handwritten provisions shall
be controlled by the typewritten or handwritten provisions.
23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to
participate in a 1031 exchange. Any party initiating an exchange shall bear all costs of such exchange.
24. Disclosures Regarding The Nature of a Real Estate Agency Relationship. Not Applicable.
25. Construction of Agreement. In construing this Agreement, all headings and titles 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, if any, are as follows or are attached hereto by an addendum consisting of paragraphs through 26.1
through 26.8.
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 AGREEMENT 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 AGREEMENT.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY.
SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS
SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND
OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.
WARNING: IF THE pROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS
AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OFTHE STATE IN WHICH THE PROPERTY IS
LOCATED.
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.
~
Initials
0191010013110517.2
PAGE 6
~
. .
The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt
of a copy hereof.
BUYER:
City of Vernon
ATTEST~
By:
r~
V. Malkenhorst, City
~~~urg
~miIlistIator Mayor
Dated: IJ ~ J. -0 r
Address: 4305 Santa Fe Avenue
Vernon, CA 90058
Telephone: 323-583-8811
Fax: 323-826-1438
~~~ro~sto ~I
Eric T. Fresch, City Attorney
/'
Dated: J,.).. ...o.s
Address: 4305 Santa Fe Avenue
Vernon, CA 90058
Telephone: 323-583-8811
Fax: 323-826-1438
Bruce
Clerk
FederallD 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 Not applic~ble.
27.3 Seller acknowledges receipt of a copy hereof and has delivered a signed copy to Buyer.
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS
AGREEMENT.
SELLER:
Seller:
By:
Name: Timothy a hams
Title: Vice President and Assistant Secretary
Dated: I ' }~. oc)'
Notice Address: 21001 Van Born Road
Taylor, MI 48180
Telephone: 313-792-6525
Fax: 313-792-6158 ~ ..
BY:~. ~
Na e. obert B. Ros ski .
Title: Vice President, Treasurer and
Assistant Sec~ary
Dated: /./ <;{.~
FederallD No.: 38-2578376
With a copy of all notices to:
21001 Van Born Road
Taylor, MI48180
Attention: Kevin Green
Telephone: 313-792-6453
Fax: 313-792-4182
Initials
01910/0013110517.2
PAGE 7
~ ~
~-
C2--/
.'
Addendum to Standard Offer, Agreement
And Escrow Instructions for Purchase of Real Estate
Buyer:
Seller:
Premises:
Dated:
City of Vernon
Masco Building Products Corp.
5119 District Boulevard, Vernon, California
January 12,2005
In the event of a conflict between the terms of the Standard Offer, Agreement and Escrow
Instructions (the "Pre-Printed Form") and this Addendum (the "Addendum"), the terms of the
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 Form.
Collectively, the Pre-Printed Form and this Addendum are referred to as the "Agreement."
26.1 Buyer's Due Diligence: Upon mutual execution of the Agreement and subject to the
terms of this Paragraph 26.1, Buyer and its agents shall have immediate access to the
Property to allow for necessary inspections and testing. Notwithstanding anything in the
Pre-Printed Form to the contrary, Buyer shall have the right to undertake, during the
Contingency Period, a Phase II environmental study of the Property, including, without
limitation, any borings or other invasive studies required to complete the Phase II study;
provided, however, that Buyer's right to obtain a Phase II report shall not affect the
obligation of Seller (or its former tenant) to undertake all studies, reports, and borings
that may be required to obtain a Certificate of Closure, as further described in Paragraph
26.2 below. To the extent Buyer desires any inspections or studies, including a Phase II
study, that require obtaining information that is beyond the scope of or in addition to the
information required to obtain the Certificate of Closure to be issued by the City of
Vernon, Buyer shall obtain and pay for the additional information. Notwithstanding any
other notice provision or requirement in this Agreement, Buyer shall provide 48 hours
notice by email or fax to either of the following parties who have been designated by
Seller as contact personnel: Angie Wood, phone 313-792-6522, fax 313-792-6158, email
angie_wood@mascohq.com OR Jim Barbour, phone 209-604-7111, no fax, email
jim_barbour@mascohq.com. Each notice shall include each date on which Buyer and its
agents intend to enter the Property for any reason, including to conduct invasive borings
or testings, and Seller, its agent(s) and/or consultant(s) shall have the right to accompany
Buyer and its consultants during such invasive testings or inspections, and shall have the
right to take "split" samples of all soil, groundwater and other samples collected by Buyer
and/or its consultants on, in, from or at the Property so long as Seller does not
unreasonably delay Buyer's inspections of the Property; provided, however, that Seller
shall pay any excess costs or charges for such samples that are imposed by the Buyer's
consultants. Any environmental documents, reports or information obtained by Buyer or
its consultants with respect to the Property shall be received, held and used confidentially
in the same manner and on the same terms and conditions as the Confidential Documents
pursuant to Section 26.2 below. If (a) the consultants preparing the environmental
reports allow Buyer to deliver them to the Seller, and (b) the consultants do not charge an
extra fee for permitting Buyer to deliver the reports to Seller (or Seller pays the additional
fee), then Buyer shall provide copies of all environmental data, documents, reports and
information obtained by Buyer or its consultants with respect to the Property to Seller
reasonably promptly after receipt of same. All of such reports shall be delivered to Seller
solely as a courtesy, and without representation or warranty of any kind by Buyer, and
Seller acknowledges and agrees that Buyer has no liability whatsoever for the content,
scope, accuracy, or completeness of such reports, whether prepared by outside
consultants or employees of the City of Vernon (including its departmental agencies and
inspectors). If a consultant does not allow the Buyer to deliver a copy of its report to the
Seller, Buyer shall not be in breach of this Agreement; provided, however, that PIC
Environmental Services, which is one of the consultants that the Buyer intends to retain
in connection with Buyer's due diligence, has agreed to allow Buyer to provide a copy of
its reports and findings to Seller.
Notwithstanding any provisions of this Agreement to the contrary, Buyer may not conduct any
invasive or other testing of the Property, including but not limited to any soil borings,
groundwater sampling or Phase II site assessment investigation, except on and subject to the
following terms and conditions:
01910/0013 113544.3
1
c:\docume-l\Simmersm\locals-l\1emp\notesfff692\ladocs_113544 _~.doc
. ,
I
.
.'
Buyer and its consultant shall submit a proposed work plan ("Work Plan") to Seller prior to
commencing any invasive testing, including any soil boring, groundwater sampling, or Phase II
site assessment investigation, and Seller shall have ten (10) business days after receipt of such
Work Plan to reasonably object and/or suggest reasonable modifications to the Work Plan that
are necessary in light of the physical or environmental condition of the Property. In the event
Seller reasonably objects and/or suggests reasonable modifications to the Work Plan that are
necessary in light of the physical or environmental condition of the Property, Buyer and Seller
shall attempt to reach agreement on a mutually acceptable Work Plan, both parties acting
diligently and in good faith. Any changes to the agreed upon Work Plan shall be subject to
approval by Seller, which shall not be unreasonably withheld, conditioned, or delayed.
Prior to entering upon the Property, Buyer shall (i) procure, pay for and keep in full force and
effect during the term of this Agreement, an occurrence form commercial general liability policy
with respect to the Property and the activities of Buyer, its agents, employees, contractors and
consultants relating to the Property in which the limits with respect to personal injury or death
and property damage shall not be less than One Million Dollars ($1,000,000) per occurrence, (ii)
procure, pay for and keep in full force and effect during the term of this Agreement, or require
Buyer's environmental consultants to procure, pay for and keep in full force and effect during the
term of this Agreement, an occurrence form pollution liability insurance policy with respect to
the Property and the activities of Buyer, its consultants, agents, employees, contractors and
subcontractors, relating to the Property in which the limits shall not be less than One Million
Dollars ($1,000,000) per occurrence, with each of the foregoing policies under (i) and (ii)
naming Seller as an additional insured party; and (iii) provide Seller with certificates of
insurance evidencing such insurance.
26.2 Seller's Reports:
· Within five calendar days after mutual execution of this Agreement, Seller shall deliver
to Buyer all analyses, tests, reports, or studies that Seller currently has in its possession
relating to the condition of the Property, including all soils and geological reports,
appraisals, and environmental reports, including, without limitation, any existing Phase I
and Phase II Environmental Report, and including the environmental reports that have
been prepared for BSH (collectively, the "Initial Due Diligence Reports"). In addition,
Seller shall deliver to Buyer all such analyses, tests, reports, or studies as described above
that may be in process or are not yet completed as of the execution of this Agreement,
including reports being prepared for BSH (collectively, the "Additional Due Diligence
Reports") within five calendar days of Seller's receipt of such reports; provided,
however, that Seller shall use its commercially reasonable efforts to deliver all Additional
Due Diligence Reports to Buyer within 120 days following the execution of this
Agreement. If Seller does not currently have recent environmental reports available that
are satisfactory to the City of Vernon for purposes of issuing the Certificate of Closure
(the "Closure Reports"), Seller will obtain them, at its cost, and shall use its
commercially reasonable efforts to deliver them to the City of Vernon' s Health
Department within 120 days following the execution of this Agreement. If Seller fails to
deliver the Additional Due Diligence Reports or the Closure Reports to Buyer within 120
days of mutual execution of this Agreement, Buyer shall have the right, at its option, by
delivering 10 calendar days prior written notice to Seller, to terminate this Agreement if
the Closure Reports and Additional Due Diligence Reports have not been delivered to
Buyer within such 10 calendar day period; and neither party shall have any obligation or
liability to the other in the event of such termination. In such event, the Buyer's Deposit,
plus interest thereon, shall be delivered immediately by the Escrow Holder to Buyer. All
of such documents that are not otherwise available to the City of Vernon or the public
without breach of any obligation of confidentiality are referred to herein as the
"Confidential Documents".
· Seller shall, at its cost, undertake all activities required to comply with the laws requiring
a Certificate of Closure from the City of Vernon. Promptly after Buyer's receipt of the
reports and documents referenced in the first bullet of this Paragraph 26.2, Buyer shall
notify Seller of any further environmental studies or tests (including, without limitation,
supplements to the documents provided by Seller or new studies) that are required in
order to obtain the required Certificate of Closure from the City of Vernon. To the extent
that such studies are required in order to obtain the Certificate of Closure, Seller shall be
0191010013 113544.3
2
c:\docume- )\Simmersm\local~-1\lemp\rlolesfff692\lad0C5_113544_ 3.doc
..' ~ ~
.' .t '
responsible for obtaining and paying for such studies. The Certificate of Closure shall be
issued in the name of Seller or its former tenant (BSH!Thermador) as appropriate.
· The Confidential Documents will be provided to Buyer with the understanding and on the
condition that they will be received, held and used confidentially and that copies may be
given to third parties only after each such party has given written assurance to Buyer that
it will comply with the confidentiality provisions set forth in this Section 26.2; provided,
however, that Buyer may provide copies of the Confidential Documents to its
accountants, attorneys, consultants, professional advisors, employees, staff, and elected
officials, including, without limitation, City of Vernon agencies (collectively, the
"Permitted Recipients") without obtaining the consent of Seller and without obtaining
written assurances concerning compliance with the confidentiality provisions set forth
herein, so long as Buyer advises the Permitted Recipients of the confidential nature of the
Confidential Documents (provided, however, that Buyer shall have no obligation or
liability if a Permitted Recipient not under the direct control of the Buyer wrongfully
discloses any Confidential Information). Neither Buyer nor any third party may give the
Confidential Documents to any other person or entity (except for the Permitted
Recipients) nor disclose any of the information contained therein to any other person or
entity (except for the Permitted Recipients) without the prior written consent of Seller,
except as required by law. Unless and until Buyer acquires the Property, Buyer and any
third party to whom the Confidential Documents are given in accordance with the
preceding sentence shall safeguard the Confidential Documents against accidental loss or
disclosure. If Buyer does not acquire the Property, all originals and copies of the
Confidential Documents shall be returned to Seller upon Seller's demand. All of Buyer's
obligations related to the Confidential Documents shall cease and be of no further force
and effect immediately upon the Closing if Buyer acquires the Property.
· Seller shall cause the Title Officer to deliver to Buyer the Preliminary Title Report and all
underlying documents within five calendar days after the Date of this Agreement.
26.3 Purchase Price: The Purchase Price constitutes all consideration due to Seller for the
Property, and Seller hereby waives and relinquishes any relocation assistance Seller may
be entitled to under local, state, or federal law.
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 6:00 PM (Pacific Time) on (a) the 90th day after the later of the day
on which the Seller delivers to the City of Vernon's Health Department (i) environmental
reports satisfactory for a Certificate of Closure, and (ii) the Additional Due Diligence
Reports (which day shall be Monday through Thursday), or (b) May 31,2005, whichever
of (a) or (b) is later; provided, however, that if Seller is required to conduct remediation
of contamination that may be located on the Property, Buyer may, in its sole and absolute
discretion, extend the Contingency Period for such additional period as is required in
order for Seller to complete such remediation. Nothing set forth herein is intended to
obligate Seller to remediate any contamination that may be located on the Property unless
and until it is determined to be Seller's obligation to do so. 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, other than the Initial Due
Diligence Reports, the Additional Due Diligence Reports, and the Closure Reports, shall
be not less than 14 days following Buyer's actual receipt of any of such items.
26.5 Contingencies: Buyer shall have the time 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 Pre-Printed Form and all other matters
related to the Property, including economic analyses, issues related to Hazardous
Substances, 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 Pre-Printed Form, 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-
01910/0013 113544.3
3
c:\docume-l\Simmersm\1ocals-l\lemp\notesfff692\1adocs _I I 3544_3.doc
".1 . .
"
" " '7
"
.,,, .1
. '
of its Deposit, if Buyer does not approve Buyer's Contingencies within the Contingency
Period for a reason that is not subject to cure. Buyer, in its sole and absolute discretion,
may terminate the Agreement within the Contingency Period and receive a full refund of
its Deposit. It is a contingency of this Agreement that Seller shall have obtained a
Certificate of Closure from the City of Vernon; provided, however, that Seller shall not
be in breach of this Agreement if Seller does not obtain the Certificate of Closure. Buyer
agrees that it will not impose any conditions on the issuance of such Certificate of
Closure other than it would impose in connection with other transactions in which the
Buyer was 110t acquiring the subject property.
26.6 Condition of Property: Seller shall deliver the Property to Buyer at the Close of Escrow
cleared of all trade fixtures, furniture, equipment, and personal property other than office
partitions and office and kitchen equipment.
26.7 Termination of Escrow: Notwithstanding anything to the contrary in Paragraph 8.7 of
the Pre-Printed Form, 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 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. "
Executed as of the date first above written.
Seller:
Masco Building Products Corp.
By: ~~ tJ1i!k
Name: imothy Wa hams
Title: Vice President and Assistant Secretary
By:!l.lJ.-~ ~.
Name: Robert B. Roso ski
Title: Vice President, Treasurer and Assistant
Secretary
Buyer:
CITY OF VERNON
~
Leonis C. Malburg, Mayor
ATrEST:
~
By:
_/~
f--
Bruce V. Malkenhorst, City
Clerk
APPROVED AS TO FORM
~~
EriCf: Fresch, ity Attorney
01910/0013 113544.3
4
c:\docume-l\simmersm\locals-l\lemp\nOlesfff692\1adocs _113544 _3.doc
VU0
Juarez, Debbie q
From: Higa, Masami
Sent: Thursday, November 07, 2013 10:34 AM
To: Barcia, Ana; Juarez, Debbie
Cc: Fox, William; Reed, Dana
Subject: Thermador Escrow and Deed
Attachments: Masco Deed.pdf; MAR IA_FLORES_20051123_112241.pdf
We gathered the attached for the Thermador Property when the City acquired it.
Please keep for your records.
Thank you.
1
0t:U-1e—&Ub WN UU;4b rrl r rnn lU `, r vuvv
0- 1x/07/05
VrQTu AWRIPAN TITI F' COMPANY
RECORDING REQUESTED BY 0 5 2091710
North American TWO COMPWIy
Order No. 6013276-62
Escrow No. 222621-TD
WHEN RECORDED MAIL TO
City of Vernon
4305 Santa Fe Avenu. e
Vernon, CA 90058
Attn Bruce V Malkc-PhOrst,7r
MAIL TAX STATEMENTS TO
Exempt
THE SPACS ABOVE Is FOR IRECORDEWS USB
GWT DRED
APN: 6314001-020;6314.001.003;6314-001-004,, 6314-0.01-0250-6314002.013;
6314-003.007
DOCUMENTARY TRANSFER TAX IS NONE—NOT RRQUIRED SEC.11922
REVENUE TAXATION CUPID.
FOR VALUABLE CONSIDEPATION,RECEIPT OF WHICH.IS
HEREBY ACKNOWLEDGED,
Masco Building Products Corp.,a Delaware corporation (the
"Grantor")
HEREBY GRANT(S)TO
City of Vernon I a body corporate and politic(the"Grantee")
All of its right, title,and interest in and to the fallowing described real
property, in the City of Vernon, County of Los Angeles,State of California
The legal desortptton is attached horcto,marked Exhibit"A"and by this refereneo incorporated
heroin And m4do a part hereof
j
PAGE 1
i .
01910/0006 1077531
i
I
;2/12/
IS A OT A aAhni ,r;A•,7nn%n7.49171f1 200503x14 I'M 1of.
i
11f U—l L—LUU� I'IUIV U6 ets CI'I • ~ r nn 1r�, I V J/V U
' 12/07/05
i
PAGE 2
CONTINUED FROM PAGE I
GRANT DEEP
AFNt 01,001.020; 6314.001.003; 6314,001.004; 6314.001-025;6314.002013;
6314.003.007
ESCROW NO.222621-TD
ORDRR NO.6DI3276-62 .
The foregoing grant of real property is subject to non-delinquent taxes,all essetMats,
covenants,conditions and restrictions of record,and all other matters of record affecting
title to suelt property.
Date November',2005
"Grantor"
Masco Bull ing Pr d s C<brp,a Dol4ware corporation
Y
Name Printed Jahn Sxnewajs
Title 'Vice President Treasur an ssistant Secretary
B ' � ! "
Y
Name Panted imothy Wadhams
Title Vice President
STATE OF MICHIGAN )
)SS
COUNTY OF WAYNE
ON NOVEMBER 21,2005,130FOR6 ME,THE UNDERSIGNED,A NOTARY PUBLIC IN
AND FOR SAID STATE,PERSONALLY APPF..AItED JOHN 0 SZNBWAJS AND
TIMOTHY WADHAMS PERSONALLY KNOWN TO ME OR PROVED TO ME ON THE
BASIS OF SATISFACTORY EVIDENCE TO BE THE PBRSON(S)WHOSE NAME(S)
IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLJEDDES TO ME
THAT HE/SHE1T'HEY EXECUTED THE SAME IN HIS/HERITHEIR AUTHORIZED
CAPACITY(IBS),AND THAT BY HIS/HER/THEIR SIGNATURE(S)ON THE
INSTRUMENT,THE PERSON(S),OR THE ENTITY UPON BEHALF OF WHICH TKE
PERSON(S)ACTED,EXECUTED THE INSTRUMENT
WITNESS MY HAND AND OFFICIAL SEAL
(N ary Signature)
CYNTHIA A PETERS (NOTARY SEAL)
NotaryPutgm Wayne County,MI
My CommiSSlnn P:q►ims 06124/2008 -05 29
0191010006107734 1
,
MARTA adhoc-LA:2005 02991710 12112/2005 03;14 PM 2 of
Ut v-l e" Uub MUN Wed rrl f.... i h HR NU. � r, Uy/uo
* 12/07/05
CERTIMATP OF ACCEPTANCE
This is to cartify that the interest in real property conveyed by grant Deed dated
November,,2005,from Masco Building Produots Coup,a Delaware corporation,for
the property commonly known as 5119 District Boulevard,'Vernon,CA 90040,is
hereby accepted by the undersigned ofricer(s)on behalf of the City Council of said City
pursuant to authority aonferrad by Resolution No 8663 of the City Council of said City
adopted on p'ebruary 2,2005 and the City consents to the recordation thereof by its duly
authorized officor(s)
Data _ a IEvS�
r
Cr of Vernory..�
�
fil
� I
Biloa'V'Malkenhorst,Jr
Aotmg City Clerk
Property, Assessor's Parcel Nos,, 6314-001-02016314-001-003;6314-001-004-,.6314.
.001-025;63X4-002-013;6314-003.007
05 29917 ,0
0191010006 107754 1
MARTA adhoo-LA-2005 02991710 . 12112/2005 0304 PM 3 of 5
VLU-11-'LUUb MUM U3;?8 NM f HIS MU, f ., r, uoiuo
12/07/05
ORDER NO, 6013276-62
EXHIBIT°A"
(LEGAL DESCRIP11QN)
PARCEL 1 OF LOS
LA'Y'S 3 THROUGH 8 INCLUSIVE OF TRA MAp RECORDED N t3�K oFp AGES 60 TO 83 NCLUSIVE
ANGELES, STATE OF CALIFORNIA, AS PER
OF MAPS,IN THE OFFICE OF I NE COUNTY Rt MRDER OF SAID COUNTY
EXCEPT FROM LOTS 6 TO 8 INCLUSIVE, ALL OIL,
GAS AND OTHER Pl f'ROLEUM OR MINERAL
SUBSTANCES CONTAINED IN SAID L COMPANY, IN DEED RECORDED ROECEMBER Z,4 1943 IN BOOK
CHANSLOR•CANFIELO MIDWAY O
20565 PAGE I FT SE Q,i OF ppFICIALRECORDS-
PARCEL 2
LOTS 9 THROUGH 17 INCLUSIVE` OF TRACT AP E ORDED N BOOK 113 PAGES 80 'THROUGH 63
ANGELES, STATE OF CALIFORNIA► AS PEP, MAP RECORDED
INCLUSIVE OF MAPS,IN THE OFFICE OF THE COUNTY RECORpE:R OF SAID COUNTY-
EXCEPT FROM SAID LAND ALL OIL, GAS AND OTHER,SURFACE MLE ENTRY, 5 RESERVE BY GHANSWR-
I CONTAINED IN SAID LAND, BUr WITHOUT RIGHT OF
CANFIELD MIDWAY OIL COMPANY, IN DEED RECORDED DECEMBER 24, 1943 IN BOOK 20565 PAGE I
ET SEQ. OF OFFICIAL RECORDS,
PARCEL 3
LOTS 45 TO 56 INCLUSIVE"OF TRACT N0, 7923,IN THE CITY OF VERNON,COUNTY OF LOS ANGELES,
STATE.OF CALIFORNIA)AS PER MAP RECORDED IN 500K PAGES 80 TO 83 INCLUSIVE"OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
,PARCEL 4
LOTS 57 TO 67,INCLUSNE OF TRACT NO 7923,IN THE CITY OF VERNON,COUNTY OF LOS ANGELES.
STATE OF CALIFORNIA, AS PER MAP RECORDED IN B00K 113 PAGES ESQ TO 83 INCLUSIVE OF MAPS,
IN THE OFFICE OF THE COUNTY REmADER OF SAID COUNTY-
0A -99 ,710
12!12/2005 03:14 PM 4.of
mu-IL-L000 nuii UJ;eu rn " rnA IlU, I' vv/vv
12/07/05
r
ORDER NO 6019276.62
PARCELS,
THAT PORTION'OF RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANG(~I.ES,
STATE OF CAUFORNIA, DESCRIBED AS FOLLOWS
13E_GINNING AT A POINT IN THE EASTERLY LINE OF PASADENA AVENUE(NOW ATLANTIC BOULEVARD)
60 FEET W10E AS DESCRIBED IN THE DEED TO SAID COUNTY RECORDED IN BOOK 1066 PAGE 9,
OFFICIAL RECORDS OF SAID COUNTY DISTANT THEREON NORTH 330 18'45" EAST 50,04 FEET FROM
THE MOST NORTHERLY CORNER OF TRACT NO $952 AS PER MAP RECORDED IN BOOK 64 PAGE 11 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THENCE FROM SAID POINT OF
BEGINNING NORTH 330 19' 45 EAST 156 FEET ALONG THE EASTERLY LINE OF SAID AVENUE;
THENCE SOUTH 540 27' 15" EAST 122 52 FEET',THENCE SOUTH 336 19145w WEST 156 FW,THENCE
NORTH 540 27'15" WEST 122 62 FEET TO THE POINT OF BEGINNING.
PARCEL 6
THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CM OF VERNON,COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, DESCRIua)AS FOLLOWS
BEGINNING AT A POINT IN THE EASTERLY LINE OF PASADENA AVENUE, NOW ATLANTIC AVENUE,AS
DEDICATED TO SAID COUNTY, RFCOMED IN 50OK 1086 PAGE 9, OFFICIAL RECORDS, DISTANT
THEREON NORTH 339 1914511 EAST 206 04 FEET FROM THE MOST NORTHERLY CORNER OF'T"RACT NO,
5952, AS SHOWN ON MAP RECORDED IN HOOK 64 PAGE 11 OP MAPS,THENCE FROM SAID POINT OF
BEGINNING NORTH 330 19' 45" EAST ALONG THE EWERLY LINE OF SAID AVENUE, 50 68 FEET,,
THENCE SOUTH 82° 47' 15" EAST 136 46 FE;LTT, THENCE SOUTH 330 19' 45" WEST 115.49 FEET; '
THENCE NORTH 540 27' 15" WEST 122 62 FEET TO THE POINT OF BEGINNING,
I
i
I
I
i
05 HOMO
i
i
1 '
i
MARTA adhac-LA:200�02991710 12/12/2005 03:14 PM 5 of 5
North American Title Company
520 North Brand Boulevard
Glendale,CA 91203
(818)240-4912 i
Buyer Closing Statement
Estimated
Buyer CITY OF VERNON,A BODY CORPORATE AND POLITIC Escrow No: 222621-TD
Escrow'Branch: Glendale Escrow I
Escrow Officer: TINA DE BOW
Preparer. MARIA FLORES
Date Prepared:. 11/2212005 6:33:28 PM I
Property: 5119 DISTRICT BOULEVARD Estimated Close 12/1/2005
VERNON,CA 80040
.._ _ bescrtptlon:: a w. . 7 ,: ,. Debit _�Credit i I
Total Consideration
Total Consideration $11,000,000.00
Deposit/Eamest Money $250,000.00
Prorations and Adjustments
Escrow padding $750.00
Title Charges
Upgrade to ALTA Owner's tb NORTH AMERICAN TITLE $1,660.00
Property Inspection fee to NORTH AMERICAN TITLE $1,000.00
Endorsement 100.6 to NORTH AMERICAN TITLE. $1,000.00
Endorsement 103.1 to NORTH AMERICAN TITLE $2,600.00 .
Endorsement Forced Removal to NORTH AMERICAN TITLE $1,000.00
Endorsement 103.3 to NORTH AMERICAN TITLE $2,500.00
Recording Fees**
NORTH AMERICAN TITLE $30.00 i
$30.00 Recording Deed to NORTH AMERICAN TITLE
Escrow Charges
Settlement Fed to NORTH AMERICAN TITLE ESCROW $3,266.00
Special Messenger/Courier Fee to NORTH AMERICAN TITLE $25,00
i
Sub Totals $11,013,720.00 $250,000.00
Funds Due From Buyer $10;763,720.00
Totals $11,013,720.00 $11,013,720.00
**In the event that documents are recorded by North American Title Company,Inc.,the fee shown on this statement contains charges for
services performed by North American Title Comnanv.Inc..in addition to an estimate of Davments to be made to oovernmental aeencles.
Buyers/Borrowers understand and agree that this is an estimated settlement statement only and all
Items shown are subject to change at closing,
Read and Approved:
CITY OF VERNON,A BODY CORPORATE AND POLITIC
By.
Willard G.Yamaguchi
Its: Chief Deputy City Attorney
APPROVED AS TO FORM
Erlo T.Fresch,City Attorney
i
i
• i i
I
AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD OFFER, AGREEMENT AND ESCROW
' ` INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non-Residential)
January 12;2005
1. Buyer (Date for Reference Purposes)
1.1 The 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("Escrow")to close 30 days after the date on which
all contingencies have been satisfied or.waived by Buyer("Expected Closing Date")to be held by North American Title Company
(Attn:Tina De Bow)("Escrow Holder")whose address is 520 North Brand Blvd.,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 Seller expressly
releases Buyer.
1.2 The term "Rate 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 approximately 10,44 acres of Industrial land(the
"Land")and the buildings and other Improvements located thereon,including four structures,totaling approximately 265,379 square
feet under roof(collectively,the"Improvements")In the City of Vernon,County of Los Angeles,State of.California,and is commonly
known by the street address of 5118 District Boulevard,Vernon,California 90040, legally described as: to be described in escrow
(APN;6314.001-003,6314-001.004,6314.001-020,6314-001.025,6314.002.013,6314.003-007),
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 Company (Attn: Victor Greene)
("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 part 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,buss ducting,conduits,disconnects,lighting fixtures);telephone distribution
systems.(lines,jacks and connections only);space heaters; heating, ventilating,air conditioning equipment("HVAC"); air tines;fire
sprinkler systems;security and fire detection systems;carpets;window coverings;wall coverings(collectively,the"Fixtures")
2.4 The fire sprinkler monitor Is owned by Seller and Included in the Purchase Price.
2,5 Except as provided in Paragraph 2.3, the Purchase Price does not Include Seller's personal property, furniture and
furnishings,all of which shall be removed by Seller prior to Closing, See Addendum Paragraph 26.6.
3. Purchase Price
'3.1 The purchase price("Purchase Price")to be paid by Buyer to Seller for the Property shall
be$11,000,000.00;payable as follows;
Cash at Closing: $11,000,000.00
C
Total Purchase Price: $114000.000.00
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 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 shall deliver to Escrow Holder a check in the sum of$250,000 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 Escrow
Holder's trust account 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,Buyer's check or funds shall,upon request by Buyer,be promptly returned to Buyer,
4.2 Additional deposits: None.
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. Buyer's Federal
Tax Identification Number Is NOTE: Such Interest bearing account cannot be opened until Buyer's
Federal Tax Identification number Is provided.
S. Financing Contingency. Not Applicable,
5.1 T-1,11- _101 IS eenlingent upen RUYOF'obtaining ftenq all, InsuFanee eerApany, flAanelat inetkutien OF OthOF landeni—a
s
ba0kjb1F1lGF flAaRGIRg,thOR 88119F shall ha%'8 MG Fig ..r.of the New Loan. $0118F Shall haY8 7 daYS fFGFFi F8081pi Of the
Pie
the Flew keaA,
gilt
Initlale PAGE 1 In ials
01910/0013 110517.2
5.2
I;,,,:��klg-110 III-111f 1 ARA It it'y9r Shall fall to notify Its RF91140F, E GFOW
Wo
shall be
5.3 fy its BFOWF�, 14oldSF and Seller, In writing, within the time spesifle
paragraph 612,heF80f,!hat SuVeF has --New 6ean,1his AgFeerAerA shalt be 10FFR 1 Rated,and BUYGF shall be entitled to
the PFORIPt F8WFA ef*441���'��Zt earned ther:99A,less only EeOFOW Holder and Title Gernpany Ganeellatlen lees and
6.
6.1
anA.IR1Flia(:t�1A�alalC.n f 11 a• -
The RUMA60 Money Nate and PUFshase MORBY Dead Of TAISt shall be on the OUFFent leFRIS aernmenly used by Eserew HeldOF,and be
6.2
also paFaFa9h4G,8(bW
fib) "a)menf. P I FABY 138 Prepaid In-:gF4R-P1'1"1-any tkne without penalty,at the option of
not rAnda 16 due.
(o) Due On Sale. In the even! he BUYOF 60116 OF iFsn6feFS thle to the PropeFty or any penlen thOF891,thBA the Sailer
FROY,at S81180s eptien,require the Gnt!Fe unpaid balanee a$said Ne4e to be paid In
6.3 .
PFOPaFS and reseFd on Sell— RIGA@agO OF dead of true!to whloh 1
will be sabe►d hate.
6.4 WARN*NGi CALIFORNIA 6AW DOES-NOT A660W DEFICIENCY jUDGMENT-6 ON SSLLER FINANCING!IF BU
7. Real Estate Brokers:None,
7.1 The fOlIGWln@ F8611 estate 19FOkOF(S)(2113rokOFS")and bFGkofage relationships exist In this transastion and are Gonsente
6 M..
t7
$ _"
ffipFeaenta both 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 this Agreement and/or.the consummation of the purchase and sale contemplated herein,
and no broker or other person,firm or entity Is/are.entitled to any commission or finder's 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 harmless
the other 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,by reason of any dealings or act of the indemnifying Parry.
8. Escrow and Closing
8.1 Upon acceptance hereof by Seller,this Agreement,Including any counteroffers 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.
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.
8,3 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 with this Agreement. The deed shall contain the following provision:"SUBJECT TO matters of
record in the public records of Los Angeles County,California."
8.4 Buyer and"Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and
any required documentary transfer taxes, Seller shall pay the premium for a standard coverage owner's or joint protection policy of title
Insurance.
8.5 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),(e),(g), (1), (n),and(o),94,9.5,12,13, 14, 16, 18,20,21,22,and 24 are,
however,matters of agreement between the Parties only and are not Instructions to Escrow Holder,
8.6 If this transaction Is terminated for non-satisfaction and non-waiver of a Buyer's 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
Buyer's obligation.
87 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 June 30,2005(the"Outside Closing Date")and the Outside Closing Date is not
extended by mutual Instructions of the Parties,the Buyer may,at any time after the Outside Closing Date,by notice delivered to the
Seller and the Escrow Holder,elect to terminate this Agreement 30 days after delivery of the Buyer's notice,if the Escrow is not yet in
condition for Closing. It Buyer does not send such notice,this Agreement shall remain in full force and effect, notwithstanding the
Outside Closing Date,and the Escrow shall remain open,and the Closing shall take place when the conditions for Closing have been
satisfied,
8.8 Except as otherwise provided herein,the termination of Escrow shall not relieve or release either Party from any obligation
to pay Escrow Holder's 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. 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 OF ANY OF SAID CONTINGENCIES WITHIN THE TIME
SPECIFIED THEREIN,IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS DISAPPROVED SUCH ITEM,MATTER OR
DOCUMENT. Buyer's conditional approval shall constitute disapproval,unless provision Is made by the Seller within the time specified
1 -
Initials PAGE 2 Iniii Is
01910/0013 110517.2
therefor 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 sub-paragraphs(a)through(1)the time periods set forth In Paragraph 26.4 of the Addendum shall control.
Further details as to Buyer's Contingencies are set forth In Paragraph 26.5 of the Addendum and shall control over any terms set forth
In this pre-printed Agreement.
(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"Seller's 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 obtain 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
obtaln a soil test report, Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may
have within 10 days of the Date of Agreement.
(e) 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("Title 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 Seller's expense,to satisfy and remove such
disapproved monetary encumbrance at or before the 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 title supplement based upon a survey prepared to American Land Title Association ("ALTA")
standards for an owner's 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 Buyer's direction and expense. If Buyer has obtained a survey and approved the ALTA
title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage
owner's form of title policy,in which event Buyer shall pay any additional premium attributable thereto. Buyer shall obtain a survey of
the Property.
(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 form 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..
(I) 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. See Paragraph 26.2 of the Addendum.
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 personal property that it Is aware of within 10 or days of the Date of Agreement:
(m) Destruction,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$500,000,00 to repair or cure, If
the cost of repair or cure Is$500,000.00 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 $500,000.00.to repalr.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
coat to repair or cure Is more than$500,000.00,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 condlton has been satisfied unless notified to the contrary in writing by any Party prior to the Closing.
Initials PAGE 3 I"rsitlals`
019101001$110517,2
(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 Seller and Brokers("Brokerage Fee"). It Is agreed by the Parties and Escrow Holder that
Brokers are a third party beneficiary 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 sub-paragraphs(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's Contingencies Buyer's Contingencies are further described
In Paragraph 26,5 of the Addendum and shall be in addition to those set forth In subparagraphs(a)through(p)of the Pre-Printed Form.
9.3 If any Buyer's Contingency or other matter subject to Buyer's approval Is not approved (with silence constituting
disapproval)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 or deemed disapproval to elect to cure such Disapproved Item prior to the Expected Closing
Date ("Seller's Election"). Seller's failure to give to Buyer within such period,written notice of Seller's commitment to cure such
Disapproved Item on or before the Expected Closing Date 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 notice,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 Disapproved Item,or to
terminate this transaction. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject to the
Disapproved"Item without deduction or offset shall constitute Buyer's 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 Seller's and
Buyer's 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 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 back-up offers to purchase the 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 the 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 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 time for delivery to Buyer at the Closing:
(a) Grant or general warranty deed,duly executed and in recordable farm,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 Lessor's 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.
(e) An affidavit executed by Seller to the effect that Seller is not a"foreign person"within the meaning of Internal
Revenue Code Sectlon.1445 or successor statutes. If Seller does not provide such affidavit Inform 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 Seiler 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.
(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 portion 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 Buyer's expense),assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase
Money Note.
(c) The Assignment and Assumption of Lessor's Interest in Lease form specified In paragraph 10.2(c) above,duly
executed by Buyer.
Agreements.(d) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other
(e) 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)) owner's 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 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 ACOUIRING.
11. Proratlons 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 recelptof a copy of any such supplemental bill.
11.2 Insurance, WARNING:Any insurance which Seller may have maintained will terminate on the Closing. Buyer.Is advised
to obtain appropriate Insurance to cover the Property.
Initials PAGE 4 nit als
01910/0013 110517.2
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($),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 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 to such Existing Note Variation. 1f
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 Now Loan and the amount ultimately 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 shall not be merged Into the Grant Deed,and are
true,material and relied upon by Buyer In all respects. Seller hereby makes the following warranties and representations to Buyer:
(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 Seller's 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,
(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. Except as otherwise disclosed by Seller to Buyer in writing,Seller has no knowledge of any aspect or
condition of the Land which vlolates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or of any
unfulfilled order or directive of any applicable governmental agency or casualty Insurance company requiring any Investigation,
remediatlon,repair,maintenance or Improvement be performed on the Land.
(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 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'Llens. There are no unsatisfied mechanic's or materiaiman's 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) Notice 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 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 Ilene 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.
12.3 In 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 Seller's 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 the rights of tenants under Existing 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,without Seller's 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 recompactlon 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 and all
claims,liabilities,losses,expenses(Including reasonable attorney's 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
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 Title Company.
16. Attorneys'Fees.
If any Party 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 PartyY'shall Include,without limitation,a Party who
substantially obtains or defeats the relief sought,as the case may be,whether by compromise,settlement,judgment,or the
Initials PAGE 5 TffiftiAs
01910/0013 110517.2
abandonment by the other Party of Its claim ordefense. 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.
18. Broker's Rights. Not Applicable.
18.1 If this sale Is not consummated due to the default of either the Buyer or Seller,the defaulting Party shall be liable to and
shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated, If Buyer is the defaulting
party,payment of said Brokerage Fee is in addition to any obligation with respect to liquidated or other damages.
18,2 Upon the Closing,Brokers are authorized to publicize the facts of this transaction.
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,by
overnight courier 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 mall 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 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 Party or Broker hereto may from time to time,by notice In writing,designates 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 Vernon
on the date of January 19,2005,It shall be deemed automatically revoked.
20.2 The acceptance of this offer,or of any subsequent counter offer 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.
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$250,000.00. 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.
Rag
Initials' Seller'd Initials (go 9 C/z
9e 4UCQ
22. ARBITRATION OF DISPUTES. Not Applicable.
23. Miscellaneous:
23.1 91nding 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 is 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 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,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.
23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to
participate in a 1031 exchange. Any parry Initiating an exchange shall bear all costs of such exchange;
24. Disclosures Regarding The Nature of a Real Estate Agency Relationship. Not Applicable.'/
25. Construction of Agreement. In construing this Agreement,all headings and titles 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.shali 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 ft:
26. Additional Provisions:
Additional provisions of this offer,If any,are as follows or are attached hereto by an addendum consisting of paragraphs through 26.1
through 26.8,
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 AGREEMENT 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 AGREEMENT.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY.
SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS
SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND
OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.
WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THIS
AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED.
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.
Initials PAGE 6 n t Is
01810/0013 110517.2
The undersigned Buyer otters and agrees to buy the Property on the terms and conditions stated and acknowledges receipt
of a copy hereof,
BUYER:
City of Vernon
By:-
_ t, Leo Malburg
ATTEST. Mayor
By: / �Y Dated: pZ.a-0 r
Bruce V. Malkenhorst, City . Address: 4305 Santa Fe Avenue
Clerk Vernon,CA 90058
Telephone: 323.583.8811
Fax: 323-826.1438
ApprovLxm to orm
By: c —
Eric T.Fresch,City A�;orney
Dated: 02•,�-c5
Address: 4305 Santa Fe Avenue
Vernon,CA 90058
Telephone: 323-583-8811
Fax: 323.826-1436 -
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 Not applicable.
27.3 Seller acknowledges receipt of a copy hereof and has delivered a signed copy to Buyer.
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS
AGREEMENT.
SELLER:
Seller:
Masco Building Products Corp.
By:
Name: imothy a hams
Title: Vice President and Assistant Secretary
Dated: l' 15S.os
Notice Address: 21001 Van Born Road
Taylor,MI 48180
Telephone:313.792.6525
Fax:313-792-6158
By:
Na eAF(obert B,Rosdwski
Title: Vice President,Treasurer and
Assistant Secrqjary
Dated: /^/Y.as
Federal ID No.38-2578376
With a copy of all notices to:
21001 Van Born Road
Taylor,MI 48180
Attention:Kevin Green
Telephone:313-782.6453
Fax:313.792-4182
Initials PAGE 7 Ini ,Is�
01910/0013 110517.2
Addendum to Standard Offer,Agreement
And Escrow Instructions for Purchase of Real Estate
Buyer: City of Vernon
Seller: Masco Building Products Corp.
Premises: 5119 District Boulevard,Vernon,California
Dated: January 12,2005
In the event of a conflict between the terms of the Standard Offer,Agreement and Escrow
Instructions(the"Pre-Printed Form")and this Addendum(the"Addendum"),the terms of the
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 Form.
Collectively,the Pre-Printed Form and this Addendum are referred to as the"Agreement."
26.1 Buyer's Due Diligence:Upon mutual execution of the Agreement and subject to the
terms of this Paragraph 26.1,Buyer and its agents shall have immediate access to the
Property to allow for necessary inspections and testing. Notwithstanding anything in the
Pre-Printed Form to the contrary,Buyer shall have the right to undertake,during the
Contingency Period,a Phase II environmental study of the Property,including,without
limitation,any borings or other invasive studies required to complete the Phase II study;
provided,however,that Buyer's right to obtain a Phase lI report shall not affect the
obligation of Seller(or its former tenant)to undertake all studies,reports,and borings .
that may be required to obtain a Certificate of Closure,as further described in Paragraph
26,2 below. To the extent Buyer desires any inspections or studies,including a Phase II
study,that require obtaining information that is beyond the scope of or in addition to the
information required to obtain the Certificate of Closure to be issued by the City of
Vernon,Buyer shall obtain and pay for the additional information, Notwithstanding any
other notice provision or requirement in this Agreement,Buyer shall provide 48 hours
notice by email or fax to either of the following parties who have been designated by
Seller as contact personnel: Angie Wood,phone 313-792-6522,fax 313.792-6158,email
angie wood @mascohq.com OR Jim Barbour,phone 209-604-7111,no fax,email
jim_barbour @mascohq.com. Each notice shall include each date on which Buyer and its
agents intend to enter the Property for any reason,including to conduct invasive borings
or testings,and Seller,its agent(s)and/or consultant(s)shall have the right to accompany
Buyer and its consultants during such invasive testings or inspections,and shall have the
right to take"split"samples of all soil,groundwater and other samples collected by Buyer
and/or its consultants on,in,from or at the Property so long as Seller does not
unreasonably delay Buyer's inspections of the Property;provided,however,that Seller
shall pay any excess costs or charges for such samples that are imposed by the Buyer's
consultants. Any environmental documents,reports or information obtained by Buyer or
its consultants with respect to the Property shall be received,held and used confidentially
in the same manner and on the same terms and conditions as the Confidential Documents
pursuant to Section 26.2 below. If(a)the consultants preparing the environmental
reports allow Buyer to deliver them to the Seller,and(b)the consultants do not charge an
extra fee for permitting Buyer to deliver the reports to Seller(or Seller pays the additional
fee),then Buyer shall provide copies of all environmental data,documents,reports and
information obtained by Buyer or its consultants with respect to the Property to Seller
reasonably promptly after receipt of same. All of such reports shall be delivered to Seller
solely as a courtesy,and without representation or warranty of any kind by Buyer,and
Seller acknowledges and agrees that Buyer has no liability whatsoever for the content,
scope,accuracy,or completeness of such reports,whether prepared by outside
consultants or employees of the City of Vernon(including its departmental agencies and
inspectors). If a consultant does not allow the Buyer to deliver a copy of its report to the
Seller,Buyer shall not be in breach of this Agreement;provided,however,that PIC
Environmental Services,which is one of the consultants that the Buyer intends to retain
in connection with Buyer's due diligence,has agreed to allow Buyer to provide a copy of
its reports and findings to Seller.
Notwithstanding any provisions.of this Agreement to the contrary,Buyer may not conduct any
invasive or other testing of the Property, including but not limited to any soil borings,
groundwater sampling or Phase II site assessment investigation, except on and subject to the
following terms and conditions;
cbocume-]WmmeruoVa ak-IVemDNMeJf(692Wdou_I731N t.dop
01910/0013 113544.3 1
Buyer and its consultant shall submit a proposed work plan('Work Plan")to Seller prior to
commencing any invasive testing,including any soil boring;groundwater sampling,or Phase II
site assessment investigation,and Seller shall have ten(10)business days after receipt of such
Work Plan to reasonably object and/or suggest reasonable modifications to the Work Plan that
are necessary in light of the physical or environmental condition of the Property. In the event
Seller reasonably objects and/or suggests reasonable modifications to the Work Plan that are
necessary in light of the physical or environmental condition of the Property,Buyer and Seller
shall attempt to reach agreement on a mutually acceptable Work Plan,both parties acting
diligently and in good faith. Any changes to the agreed upon Work Plan shall be subject to
approval by Seller,which shall not be unreasonably withheld,conditioned,or delayed.
Prior to entering upon the Property,Buyer shall(i)procure,pay for and keep in full force and
effect during the term of this Agreement,an occurrence form commercial general liability policy
with respect to the Property and the activities of Buyer,its agents,employees,contractors and
consultants relating to the Property in which the limits with respect to personal injury or death
and property damage shall not be less than One Million Dollars($1,000,000)per occurrence,(ii)
procure,pay for and keep in full force'and effect during the term of this Agreement,or require
Buyer's environmental consultants to procure,pay for and keep in full force and effect during the
term of this Agreement,an occurrence form pollution liability insurance policy with respect to
the Property and the activities of Buyer,its consultants,agents,employees,contractors and
subcontractors,relating to the Property in which the limits shall not be.less than One Million
Dollars($1,000,000)per occurrence,with each of the foregoing policies under(i)and(ii)
naming Seller as an additional insured party;and(iii)provide Seller with certificates of
insurance evidencing such insurance.
26.2 Seller's Reports:
• Within five calendar days after mutual execution of this Agreement,Seller shall deliver
to Buyer all analyses,tests,reports,or studies that Seller currently has in its possession
relating to the condition of the Property,including all soils and geological reports,
appraisals,and environmental reports,including,without limitation,any existing Phase I
and Phase II Environmental Report,and including the environmental reports that have
been prepared for BSH(collectively,the"Initial Due Diligence Reports"). In addition,
Seller shall deliver to Buyer all such analyses,tests,reports,or studies as described above
that may be in process or are not yet completed as of the execution of this Agreement,
including reports being prepared for BSH(collectively,the"Additional Due Diligence
Reports")within five calendar days of Seller's receipt of such reports;provided,
however,that Seller shall use its commercially reasonable efforts to deliver all Additional
Due Diligence Reports to Buyer within 120 days following the execution of this
Agreement. If Seller does not currently have recent environmental reports available that
are satisfactory to the City of Vernon for purposes of issuing the Certificate of Closure
(the"Closure Reports"),Seller will obtain them,at its cost,and shall use its
commercially reasonable efforts to deliver them to the City of Vernon's Health
Department within 120 days following the execution of this Agreement. ^If Seller fails to
deliver the Additional Due Diligence Reports or the Closure Reports to Buyer within 120
days of mutual execution of this Agreement,Buyer shall have the right,at its option,by
delivering 10 calendar days prior written notice to Seller,to terminate this Agreement if
the Closure Reports and Additional Due Diligence Reports have not been delivered to
Buyer within such 10 calendar day period;and neither party shall have any obligation or
liability to the other in the event of such termination. In such event,the Buyer's Deposit,
plus interest thereon,shall be delivered immediately by the Escrow Holder to Buyer. All
of such documents that are not otherwise available to the City of Vernon or the public
without.breach of any obligation of confidentiality are referred to herein as the
"Confidential Documents".
• Seller shall,at its cost,undertake all activities required to comply with the laws requiring
a Certificate of Closure from the City of Vernon. Promptly after Buyer's receipt of the
reports and documents referenced in the first bullet of this Paragraph 26.2,Buyer shall
notify Seller of any further environmental studies or tests(including,without limitation,
supplements to the documents provided by Seller or new studies)that are required in
order to obtain the required Certificate of Closure from the City of Vernon. To the extent
that such studies are required in order to obtain the Certificate of Closure,Seller shall be
01910/0013113544.3 2 d°n^K IWmma orVaa-IV mpbWM169Ndua I1tf11 t,G
responsible for obtaining and paying for such studies. The Certificate of Closure shall be
issued in the name of Seller or its former tenant(BSH/Thermador)as appropriate.
• The Confidential Documents will be provided to Buyer with the understanding and on the
condition that they will be received,held and used confidentially and that copies may be
given to third parties only after each such party has given written assurance to Buyer that
it will comply with the confidentiality provisions set forth in this Section 26.2;provided,
however ,that Buyer may provide copies of the Confidential Documents to its
accountants,attorneys,consultants,professional advisors,employees,staff,and elected
officials,including,without limitation,City of Vernon agencies(collectively,the
"Permitted Recipients")without obtaining the consent of Seller and without obtaining
written assurances concerning compliance with the confidentiality provisions set forth
herein,so long as Buyer advises the Permitted Recipients of the confidential nature of the
Confidential Documents(provided,however,that Buyer shall have no obligation or
liability if a Permitted Recipient not under the direct control of the Buyer wrongfully
discloses any Confidential Information).,Neither Buyer nor any third party may give the
Confidential Documents to any other person or entity(except for the Permitted
Recipients)nor disclose any of the information contained therein to any other person or
entity(except for the Permitted Recipients)without the prior written consent of Seller,
except as required by law. Unless and until Buyer acquires the Property,Buyer and any
third party to whom the Confidential Documents are given in accordance with the
preceding sentence shall safeguard the Confidential Documents against accidental loss or
disclosure. If Buyer does not acquire the Property,all originals and copies of the
Confidential Documents shall be returned to Seller upon Seller's demand. All of Buyer's
obligations related to the Confidential Documents shall cease and be of no further force
and effect immediately upon the Closing if Buyer acquires the Property.
• Seller shall cause the Title Officer to deliver to Buyer the Preliminary Title Report and all
underlying documents within five calendar days after the Date of this Agreement.
26.3 Purchase Price: The Purchase Price constitutes all consideration due to Seller for the
Property,and Seller hereby waives and relinquishes any relocation assistance Seller may
be.entitled to under local,state,or federal law.
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 6:00 PM(Pacific Time)on(a)the 901h day after the later of the day
on which the Seller delivers to the City of Vernon's Health Department(i)environmental
reports satisfactory for a Certificate of Closure,and(ii)the Additional Due Diligence
Reports(which day shall be Monday through Thursday),or(b)May 31,2005,whichever
of(a)or(b)is later;provided,however,that if Seller is required to conduct remediation
of contamination that may be located on the Property,Buyer may,.in its sole and absolute
discretion,extend the Contingency Period for such additional period as is required in
order for Seller to complete such remediation. Nothing set forth herein is intended to
obligate Seller to remediate any contamination that may be located on the Property unless
and until it is determined to be Seller's obligation to do so. 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,other than the Initial Due
Diligence Reports,the Additional Due Diligence Reports,and the Closure Reports,shall
be not less than 14 days following Buyer's actual receipt of any of such items.
26.5 Contingencies: Buyer shall have the time 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 Pre-Printed Form and all other matters
related to the Property,including economic analyses,issues related to Hazardous
Substances,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 Pre-Printed Form,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
01910/0013113544.3 3 m w� v«.u-iu.wma.areuzu.a�_iH+�.a�
of its Deposit,if Buyer does not approve Buyer's Contingencies within the Contingency
Period for a reason that is not subject to cure. Buyer,in its sole and absolute discretion,
may terminate the Agreement within the Contingency Period and receive a full refund of
its Deposit. It is a contingency of this Agreement that Seller shall have obtained a
Certificate of Closure from the City of Vernon;provided,however,that Seller shall not
be in breach of this Agreement if Seller.does not obtain the Certificate of Closure. Buyer
agrees that it will not impose any conditions on the issuance of such Certificate of
Closure other than it would impose in connection with other transactions in which the
Buyer was not acquiring the subject property,
26.6 Condition of Property: Seller shall deliver the Property to Buyer at the Close of Escrow
cleared of all trade fixtures,furniture,equipment,and personal property other than office
partitions and office and kitchen equipment.
26.7 Termination of Escrow: Notwithstanding anything to the contrary in Paragraph 8.7 of
the Pre-Printed Form,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 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.
Executed as of the date first above written.
Seller:
Masco Building Products Corp.
By: `&.
Name:Timothy .. hams
Title: Vice President and Assistant Secretary
Name:RobeWR so ski
Title: Vice President,Treasurer and Assistant
Secretary
Buyer:
CITY OF VERNON
ATTEST
Leonia Q. Malburg, Mayor By: /` --- �
Bruce V. Malkenhorst, City,
Clerk
APPROVED AS TO FORM
Eric'T.Fresch,City Attorney
01910/0013 113544.3 q, `wowms-n.u�mr,4nuow-iu�vua�mravzue sitsta_a.a«
..
~
This page is part of your document - DO NOT DISCARD
06 0218644
RECORDED/FILED IN OFFICIAL RECORDS
RECORDER'S OFFICE
LOS ANGELES COUNTY
CALIFORNIA
11:01 AM JAN 30 2006
TITLE(S) :
.~
..
111I111111111111111111
LEA D SHE E T
FEE
D.T.T.
'FREE
rrllb
CODE
20
CODE
19
CODE
9
Assessor's Identification Number (AIN)
To be completed by Examiner OR Title Company in black ink.
Number of AIN's Shown
..
..
THIS FORM IS NOT TO BE DUPLICATED
06 0218644
ry
RECORDING REQUESTED BY
and
WHEN RECORDED MAIL TO:
City of V ernon
4305 Santa Fe Avenue
Vemon, CA 90058
Attn: Acting City Clerk
MAIL TAX STATEMENTS TO:
Exempt
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
APN: 6308-018-019
DOCUMENTARY TRANSFER TAX IS NONE - NOT REQUIRED SEC. 11922
REVENUE TAXATION CODE.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED,
WIMATEX INC., a California Corporation (the "Grantor")
HEREBY GRANT(S) TO:
City of Vernon, a body corporate and politic (the "Grantee")
The "Conveyed Property", as described in Exhibit "A" attached hereto and incorporated
herein by this reference, and as more particularly shown on the map attached hereto as
Exhibit "B" and incorporated herein by this reference. The Conveyed Property is a
portion of the Property owned by the Grantor, which Property is described in Exhibit "A"
attached hereto and incorporated herein by this reference. The Property is located in the
City of Vernon, County of Los Angeles, State of California.
Date:
, 2005
"Grantor"
~
WIMATEX, INC. ~
By: . L/J
SEUNG HOON LIM, President of WI MATE X, INC.
~ .
By: . It. tr--
RYE K · GUM, Secretary of W1MATEX, INC.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
ON 24/0CT /2005 , BEFORE ME, THE UNDERSIGNED, A NOTARY
PUBLIC IN AND FOR SAID STATE, PERSONALLY APPEARED SEUNG HOON LIM AND
HYE KYUNG LIM pl:5]{8~2t,XY<~~~~~2QR PROVED TO ME ON THE BASIS
OF SATISFACTORY EVIDENCE TO BE THE PERSONS WHOSE NAMES ARE
SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGES TO ME THAT
THEY EXECUTED THE SAME IN THEIR AUTHORIZED CAPACITIES, A.ND THAT BY
THEIR SIGNATURES ON THE INSTRUMENT THE PERSONS, OR THE ENTITY UPON
BEHALF OF WHICH THE PERSONS ACTED, EXECUTED THE INSTRUMENT.
(NOTARY SEAL)
....
06 0218644
EXHIBIT "A"
~
PARCEL 1:
THAT PORTION OF LOT 1 OF TRACT 8348 IN THE CITY OF VERNON, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 107, PAGE 67
OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE
P ARTICULARL Y DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1, THENCE NORTH
89042'30" EAST 39.90 FEET ALONG THE NORTHERLY LINE OF SAID LOT 1, SAID
LINE ALSO BEING THE SOUTHERL Y R/W LINE OF 57th STREET TO A POINT WHICH
IS AT THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY,
WITH A RADIUS 40 FEET; THENCE SOUTHWESTERLY ALONG SAID TANGENT
CURVE THROUGH A CENTRAL ANGLE OF 89051'30" A DISTANCE OF 62.73 FEET TO
A POINT OF TANGENCY ON THE EASTERLY R/W LINE OF FIRST STREET (60'
WIDE), SAID LINE ALSO BEING THE WESTERLY LINE OF SAID LOT 1; THENCE
NORTH 0009' WEST 39.90 FEET ALONG SAID WESTERLY LINE OF LOT 1 TO THE
POINT OF BEGINNING.
EXCEPT ALL PORTIONS OF THE FOREGOING DESCRIBED PROPERTY WHICH ARE
NOW OCCUPIED AND SO LONG AS THE SAME ARE OCCUPIED BY THE WHOLE OR
ANY P ART OF ANY BUILDINGS, STRUCTURES, FOOTINGS, FOUNDATIONS, PIPES,
LINES AND IMPROVEMENTS OF ANY KIND, WHETHER UPON OR BELOW THE
SURF ACE OF THE SAID DESCRIBED LAND.
AREA BEING GRANTED CONTAINS APPROXIMATELY 341 SQUARE FEET.
SEE ATTACHED MAP ON EXHIBIT "B".
PARCEL 2:
A PORTION OF LOT 1 OF TRACT 8348 IN THE CITY OF VERNON, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 107, PAGE 67
OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER
WITH THE ADJACENT VACATED 2 FOOT WIDE STRIP OF SECOND STREET, AS
SHOWN AND DESCRIBED IN BOOK 2726, PAGE 148, OFFICIAL RECORDS, AND AS
ADOPTED BY THE BOARD OF TRUSTEES OF THE CITY OF VERNON AS ORDINANCE
NO. 337, ON JUNE 9,1925, A CERTIFIED COPY OF WHICH WAS RECORDED IN BOOK
4403, PAGE 397, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 1, THENCE NORTH
89042'30" EAST 2.0 FEET ALONG THE EASTERLY PROLONGATION OF THE
NORTHERL Y LINE OF SAID LOT 1, SAID LINE ALSO BEING THE SOUTHERL Y R/W
LINE OF 57th STREET, TO THE NORTHEAST CORNER OF SAID 2 FOOT WIDE
VACATED PORTION OF SECOND STREET; THENCE ALONG THE EASTERLY LINE
OF SAID PORTION OF VACATED STREET SOUTH 0009' EAST 50.12 FEET;
Page 1 of3
06 0218644
PARCEL 2: (continued)
t:.
)
THENCE SOUTH 89051' WEST 2.0 FEET TO A POINT ON THE EAST LINE OF SAID
LOT 1, SAID POINT BEING AT THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHWESTERLY, WITH A RADIUS 50 FEET; THENCE NORTHWESTERL Y ALONG
SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 900 08' 30" A DISTANCE
OF 78.66 FEET TO A POINT OF TANGENCY ON THE SOUTHERLY R/W LINE OF 57th
STREET, SAID LINE ALSO BEING THE NORTHERLY LINE OF SAID LOT 1; THENCE
NORTH 89042'30" EAST ALONG SAID NORTHERL Y LINE 50.12 FEET TO THE POINT
OF BEGINNING.
EXCEPT ALL PORTIONS OF THE FOREGOING DESCRIBED PROPERTY WHICH ARE
NOW OCCUPIED AND SO LONG AS THE SAME ARE OCCUPIED BY THE WHOLE OR
ANY PART OF ANY BUILDINGS, STRUCTURES, FOOTINGS, FOUNDATIONS, PIPES,
LINES AND IMPROVEMENTS OF ANY KIND, WHETHER UPON OR BELOW THE
SURFACE OF THE SAID DESCRIBED LAND.
AREA BEING GRANTED CONTAINS APPROXIMATELY 640 SQUARE FEET.
SEE ATTACHED MAP ON EXHIBIT "B".
PARCEL 3:
.
.
THAT PORTION OF THE VACATED 2 FOOT WIDE STRIP OF SECOND STREET, AS
SHOWN AND DESCRIBED IN BOOK 2726, PAGE 148, OFFICIAL RECORDS, AND AS
ADOPTED BY THE BOARD OF TRUSTEES OF THE CITY OF VERNON AS ORDINANCE
NO. 337, ON JUNE 9, 1925, A CERTIFIED COpy OF WHICH WAS RECORDED IN BOOK
4403, PAGE 397, OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF LOT 1 OF TRACT NO. 8348, AS PER
MAP RECORDED IN BOOK 107, PAGE 67 OF MAPS; THENCE SOUTH 00 09' EAST
50.12 FEET TO THE TRUE POINT OF BEGINNING, THENCE NORTH 890 51' EAST 2.0
FEET TO THE EASTERLY BOUNDARY OF SAID VACATED STREET; THENCE
SOUTH 00 09' EAST 499.88 FEET ALONG THE EASTERLY LINE OF SAID VACATED
STREET TO THE INTERSECTION WITH EASTERLY PROLONGATION OF THE
NORTHERLY LINE OF LOT 2 OF SAID TRACT NO. 8348; THENCE SOUTH 890 42' 30"
WEST 2.0 FEET TO THE NORTHEAST CORNER OF SAID LOT 2; THENCE
NORTH 0009' WEST 499.88 FEET ALONG THE EASTERLY LINE OF SAID LOT 1 TO
THE TRUE POINT OF BEGINNING.
SAID AREA BEING GRANTED CONTAINS APPROXIMATELY 1,000 SQUARE FEET.
SEE ATTACHED MAP ON EXHIBIT "B".
~
06 0218644
Page 2 of3
~
EXHIBIT "B"
- +-~- -
PARCEL 1
P'1'B'~ !fl
\ ~P~~,L8,9'42'30"E
L=€>2.19'
6. BGl051'90"
T=9Gl.GlO'
FIFTY SEVENTH STREET
/!
Y
()
I 90'
PARCEL 3
T.P.O.B.
I NEW P /L: N89'51 'OO"E
2.00'
- I 2'
I- 01 I-
W 0 J
0_ 0 W
W 0 0 W
Il:: t{) t{) Il::
t{) t{)
l- I-
en ~r en
l- S: 0 Q) co S:
: I; "<I- .
LOT I Q) 0
en o ~ Q) 01 Z
" Il:: PIt{) "<I- 0
LL pl $:, ~ 0
~l TRACT MAP 8948 o~ ()
P~o W
Q) 0 en
o .
. 0
o t{)
1 z t{)
2' l
PARCEL 3
90'
N 89'42'30"E 554.40'
y
1~
/! SLAU SON A VE.
~- -
()
Q
()
()
([
~
STREET DEDICATION
TO THE CITY OF VERNON
CONTAINS :i: 1981 SO FT
NOVEMBER 16, 2005
GI BERT, RCE 16104
PAGE 3 OF 3
PREPARED BY:
GILBERT ENGINEERING
4552 LINCOLN AVENUE, SUITE 206
CYPRESS, CALIF., 90630
(714) 995- 7144
06 0218644
,l ...
-d
\(
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated October
24, 2005, from Wimatex, Inc. for the property located on 57th Street and 2nd Street and at
18t Street, Vernon, CA, is hereby accepted by the undersigned officer( s) on behalf of the
City Council of said City pursuant to a minute order dated December 21, 2005 and the
City consents to the recordation thereof by its duly authorized officer(s).
City of Vernon
Attest:
~~
Leonis C. Malh , Mayor
Bruce V. Malkenhorst, Jr., Acting City Clerk
APPROVED AS TO FORM:
EriCT~hL
06 0218644
3