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Resolution No. 90931 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9093 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE AND ADDENDUM BY AND BETWEEN THE CITY OF VERNON AND WALTERS WHOLESALE ELECTRIC CO. FOR PROPERTY LOCATED AT 3375 E. SLAUSON AVENUE AND CONSENTING TO THE CANCELLATION OF ESCROW WITH FASHION INCUBATOR LLC FOR SAID PROPERTY WHEREAS, on December 7, 2005, the City Council of the City of Vernon adopted Resolution No. 8920 approving the sale of certain real property in the City consisting of approximately 39,900 square feet, together with all existing structures and improvements, commonly known as 3375 E. Slauson Avenue (the "Property") to Fashion Incubator LLC ("Fashion") for the sum of $3,417,000; and WHEREAS, Fashion has timely terminated the escrow and requested the refund of the deposit and the City desires to consent to the cancellation of the escrow; and WHEREAS, Walters Wholesale Electric Co. ("Walters") has agreed to buy the Property from the City for the sum of $3,800,000 on negotiated terms, which the City has determined to be fair and treasonable; and WHEREAS, City staff has recommended that the City sell the Property to Walters and that the necessary documents to implement the Isale be executed. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 Escrow Instructions for Purchase of Real Estate with Walters, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor to execute the Agreement and Addendum for, and on behalf of, the City of Vernon and the Acting City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the Acting City Clerk, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the Agreements. SECTION 5: The City Council of the City of Vernon hereby authorizes the Acting City Clerk, or his designee, to execute any and all documents as shall be required to complete the sale of the Property and to accomplish the close of escrow consistent with the terms of said Agreement and Addendum approved herein. SECTION 6: The City Council of the City of Vernon hereby consents to the cancellation of the escrow with Fashion for said Property. - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 7: The Acting City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 5th day of July, 2006. ATTEST: A e BRUCE V. LKENHORST, JR. Acting C y Clerk LEONIS C. MAL RG, ayor - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9093, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, July 5, 2006, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) d BRUCKY. MALKENHORST, JR. Acting City Clerk - 4 - EXHIBIT 0 STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non -Residential) June 30, 2006 (Date for Reference Purposes) 1. Buyer 1.1 Walters Wholesale Electric Co. ("Buyer") hereby offers to purchase the real property, hereinafter described, from the City of Vernon ("Seller") (collectively, the "Parties" or individually, a "Party"), through an escrow ("Escrow") to close on a date mutually agreed to by the Parties that is not more than 15 calendar days following Buyer's written notice of its election to approve the transaction and close the Escrow, which notice is to be delivered by Buyer on or before the last day of the Due Diligence Period, as defined in Paragraph 7.1 ("Closing Date"). The Closing shall be held by North American Title Company, 520 N. Brand Boulevard, Glendale, California 91203 (Attn: Ms. Tina De Bow) ("Escrow Holder"), Phone No. (818) 240-4912, Facsimile No. (818) 551-5361, upon the terms and conditions set forth in this agreement ("Agreement'). Upon written notice to Seller and Escrow Holder, Buyer may assign this Agreement to a creditworthy affiliate; provided, however, that no assignment of this Agreement by Buyer shall be deemed to relieve Buyer of any responsibilities or obligations under this Agreement and Buyer and its assignee shall be jointly and severally liable under this Agreement and bound by all of its provisions, including the release provisions contained herein. 1.2 The term "Date of Agreement" shall be the date when by execution and delivery 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 the property located at 3375 E. Slauson Ave„ City of Vernon, State of California, consisting of approximately 39,900 square feet of building and approximately 77,536 square feet of land, and with the APN to be determined in Escrow. 2.2 The legal description of the Property shall be completed to meet the requirements of North American Title Company (Attn: Mr. Victor Greene) ("Title Company"), which shall issue the title policy hereinafter described. 2.3 The Property shall be delivered with all existing structures and improvements in their currently existing, with all faults, AS IS/WHERE IS condition. 2.4 All personal property is specifically excluded from the sale of the Property and will remain the property of Seller, and shall be removed from the Property prior to the Close of Escrow. 3. Purchase Price 3.1 The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be $3,800,000. The Purchase Price shall be payable all cash at the Closing, provided, however, that the Deposit, as defined below, shall be applied to the Purchase Price at the Closing. There is no loan contingency. 4. Deposit 4.1 Within two business days following the mutual execution of this Agreement, Buyer will deliver to Escrow Holder by wire transfer the sum of One Hundred Thousand Dollars ($100,000), along with an executed copy of this Agreement. 4.2 Buyer shall wire transfer to Escrow Holder an additional One Hundred Thousand Dollars ($100,000) within two business days following the last day of the "Due Diligence Period" (as defined in Paragraph 7.1) if Buyer has not terminated this Agreement prior to the last day of the Due Diligence Period. 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. Inifialc PAr7F I Inifinlc 4.4 Provided this Agreement is not terminated by Buyer prior to the expiration of the Due Diligence Period, after the last day of the Due Diligence Period, the Deposit shall be non-refundable to Buyer, but shall be fully applicable to the Purchase Price. 5. Real Estate Brokers Buyer is represented by Cushman and Wakefield of California, Inc. ("Broker"), and Seller is not represented by a broker. Buyer and Seller each represent and warrant to the other that, except for Broker, Buyer and Seller have had no dealings with any person, firm, broker or finder in connection with the negotiation of this Agreement or the consummation of the purchase and sale contemplated herein, and no other 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 each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, finder or other similar party by reason of any dealings or act of the indemnifying Party, except for Seller's obligation to compensate Broker in accordance with the terms of a separate agreement between Seller and Broker, which commission shall be payable out of the Escrow if and only if there is a Closing. 5. Escrow and Closing 6.1 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. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions; provided, however, that in the event of a conflict between the terms of this Agreement, and Escrow Holder's instructions, the terms of this Agreement shall control 6.2 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 Paragraph 1.2 and advise the Parties, 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. 6.3 Subject to satisfaction or waiver of the Buyer's Contingencies, Escrow Holder shall close this Escrow (the "Closing" or the "Close of Escrow") by recording a grant deed and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement. 6.4 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. Buyer shall pay for any additional endorsements or ALTA coverage, if obtained by Buyer. 6.5 Escrow Holder shall verify that all of Buyer's Contingencies have been satisfied or waived prior to Closing. 6.6 If this transaction is terminated for non -satisfaction and non -waiver of a Buyer's Contingency, as defined in Paragraph 7.1, 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. 6.7 The Closing shall occur on the Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur within 15 calendar days after the Closing Date and said Closing Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party and Escrow Holder, in writing that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions. 6.8 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. 6.9 If this Escrow is terminated for any reason other than Seller's breach or default, then at Seller's request, and as a condition to the return of Buyer's deposit, Buyer shall within 5 business days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. 7. Contingencies to Closing 7.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies and any other matter in the sole discretion of Buyer. Buyer may terminate this Agreement and cancel the Escrow if Buyer disapproves, at Buyer's sole discretion, of any item during the Due Diligence Period Inifink PAGE 9 Inifialc ("Buyer's Contingencies"). IF BUYER FAILS TO NOTIFY ESCROW HOLDER AND SELLER, IN WRITING, OF THE DISAPPROVAL OF ANY OF BUYER'S CONTINGENCIES WITHIN THE TIME SPECIFIED HEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the Seller within the time specified 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. Buyer's period for approval or disapproval of the Buyer's Contingencies set forth in Paragraph 7 shall end at 5:00 P.M., California time, on the 60s' calendar day after the Date of Agreement (which 60 day period shall be extended to the next business day if it ends on a Friday, weekend, or holiday) (the "Due Diligence Period"). (a) Disclosure. Seller shall make to Buyer, through Escrow, all of the applicable disclosures required by law (per 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 business days following the Date of Agreement. All disclosures set forth in the Seller's Mandatory Disclosure Statement and the Property Information Sheet shall be true and correct to the current actual knowledge of Kevin Wilson, the Director of Community Services, without duty of investigation. Seller shall promptly deliver to Buyer a report paid for by Seller and prepared by a professional provider containing the Natural Hazard Disclosures concerning the Property. Unless otherwise noted by Seller to Buyer in writing, Seller is unaware of any inaccuracies in the Natural Hazard Disclosures. Seller shall provide to Buyer, within 10 business days following the Date of Agreement, all materials in Seller's possession related to the environmental condition of the Property. All reports, permits, plans, drawings, designs, and other analyses, reports, and documents related to the physical conditions of the Property (other than environmental conditions) in the possession of the Seller are located at the Department of Community Services at Vernon City Hall, and all of such documents may be inspected and reviewed during the City of Vernon's standard hours for counter service. A reasonable number of documents selected by Buyer will be copied by the City of Vernon for Buyer's files. Notwithstanding the generality of the foregoing, Seller shall not provide copies of any appraisals, internal analyses, valuations, or memorandum, or any attorney -client documents related to the Property, if any. (b) Physical Inspection. Buyer has 60 calendar days from the Date of Agreement to satisfy itself with regard to the physical aspects and size of the Property. (c) Hazardous Substance Conditions Report. Buyer has 60 calendar days from the Date of Agreement 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 60 calendar days from the Date of Agreement 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. (e) Governmental Approvals. Buyer has 60 calendar 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. (0 Conditions of Title. Escrow Holder shall cause a preliminary title report ("Title Report") 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 and Seller within 5 business days following the Date of Agreement. Buyer has 60 calendar days from the Date of Agreement 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 60 calendar days from the Date of Agreement 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 Initials - PAr.F a Initials 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. (h) Other Agreements. Seller shall within 10 calendar days from the Date of Agreement provide Buyer with legible copies of all other agreements ("Other Agreements") readily available to Seller that will affect the Property after Closing. Buyer has 60 calendar days from the Date of Agreement to satisfy itself with regard to such Agreements. (i) 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. 0) 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. (k) Tenants. All existing tenants shall have vacated the Property. Seller shall use commercially reasonable efforts to cause any existing tenants to vacate prior to the Closing, but shall not be in default hereunder if any tenants do not vacate, and the Closing Date shall be extended until all tenants have vacated the Property. Notwithstanding Paragraph 7.3 or any other provision of this Agreement to the contrary, Buyer shall not terminate this Agreement because a tenant has not vacated unless Buyer has given Seller written notice that Buyer will terminate this Agreement if the tenant has not vacated within 90 days following the date of Seller's receipt of Buyer's notice. 7.2 All of the contingencies specified in the sub -paragraphs of Paragraph 7.1 are for the benefit of, and may be waived by, Buyer. 7.3 Except as otherwise provided in paragraph 7.1 (k), if any Buyer's Contingency or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner ("Disapproved Item"), Seller shall have the right within 10 business days following the receipt of notice of Buyer's disapproval to elect to cure such Disapproved Item prior to the 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 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 business 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. 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 Closing Date, the Closing Date shall be deemed extended for 5 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. 7.4 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. The Buyer acknowledges that it has been advised by Seller to consult its own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties, and Buyer is not relying upon any investigation by or statement of Seller with respect thereto. Buyer assumes all responsibility for the impact of such Hazardous Substances. s. Documents Required at or before Closing: 8.1 By the Closing date Escrow Holder shall obtain an updated Title Report concerning the Property from the Title Company and provide copies thereof to each of the Parties. 8.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing: (a) Grant deed, duly executed and in recordable form, conveying fee title to the Property to Buyer. (b) 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. (c) An affidavit executed by Seller to the effect that Seller is not a "nonresident" within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute. 8.3 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 Initials P4(:F d InifinIQ method acceptable to Escrow Holder as immediately collectable funds, no later than 2:00 P.M. on the business day prior to the Closing Date. (b) A duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property. 8.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, if elected by Buyer) owner's form policy of title insurance effective as of the Closing, issued by the Tide 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. s. Prorations and Adjustments. 9.1 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. 9.2 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. 9.3 Expense and Security Deposit. Utilities and operating expenses shall be prorated as of the date of Closing. Any security deposit from any tenant shall be the property of the Seller, to be held or refunded to the tenant as appropriate in Seller's judgement. io. Limited Representations and Warranties of Seller and Disclaimers. lo.i Buyer acknowledges that Buyer has had the opportunity to evaluate the condition of the Property and the viability of the Property for Buyer's business. Buyer is not relying on Seller's knowledge of the condition of any buildings, structures, or improvements on the Property, including the condition of the foundation, roof, walls, building systems, sewer system; whether the Property and buildings are in compliance with law, and whether there are Hazardous Substance Conditions on the Property. Buyer is relying solely and exclusively on its own knowledge of the condition of the Property and its own inspections, if any, and waives any claims against Seller for any faults or defects on the Property or any Hazardous Substance that may be in, on, under, or around the Property. Seller has not made any representation or warranty as to the "Property Condition". "Property Condition" means and refers to each and every matter of concern or relevance to Buyer relating to the Property, including, without limitation, the financial, legal, title, physical, geological and environmental condition and sufficiency of the Property and all improvements and structures thereon; applicable governmental laws, regulations, and zoning, building codes, and the extent to which the Property complies therewith; the fitness of the Property for Buyer's contemplated use; the presence of Hazardous Substances; and the value of the Property. Seller hereby makes only the following warranties and representations to Buyer: 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. 10.2 Buyer hereby acknowledges that Buyer is purchasing the Property in its current "AS IS" condition, with all faults and that Buyer will, by the time called for herein, make or have waived all inspections of the Property that Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property. The Parties acknowledge that, except as specifically set forth in this Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning the Property, the value of the Property, or any aspect of the Property, Hazardous Substance laws, or any other act, ordinance or law, have been made by either Party or Seller, or relied upon by Buyer. Seller has no obligation to repair, correct or compensate Buyer for any Property Condition. 10.3 hi 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 regarding said representation or warranty. 10.4 Any environmental reports, soils reports, surveys, demolition reports, 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. 10.5 Upon Closing, Buyer shall be deemed to have waived any and all objections to the Property Condition, whether or not known to Buyer. Upon Closing, Buyer hereby waives, releases, acquits, and forever discharges Seller, and Seller's agents, beneficiaries, heirs, successors, and assigns to the maximum extent permitted by law from any and all claims, actions, causes of action, demands, rights, liabilities, damages, costs (including, without limitation, reasonable attorneys' fees and costs), losses, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that it now has or which may arise in Initinlc PA(:F F Ini}ink the future on account of or in any way related to or in connection with the Property Condition. BUYER EXPRESSLY WAIVES ANY RIGHTS OR BENEFITS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Buyer's Initials Seller's Initials 11. Possession. Possession of the Property shall be given to Buyer at the Closing. 12. 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. 13. 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 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. 14. Prior Agreements/Amendments. 14.1 This Agreement is the entire agreement between the Parties as to the matters described herein, and supersedes any and all prior negotiations, discussions, writings, documents, and agreements, whether oral or written, between Seller and Buyer regarding the Property or the transactions contemplated by this Agreement. 14.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller. 15. Notices. 15.1 Whenever any Party or Escrow Holder shall desire to give or serve any notice, demand, request, approval, disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid, or by overnight courier, to the address set forth in this Agreement or by facsimile transmission. 15.2 Service of any such communication shall be deemed made on the date of actual receipt or refusal to accept delivery. 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 Friday, Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 15.3 Any Party 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. 16. Duration of Offer. 16.1 If a signed copy of this offer (with Paragraphs 10.5, 17, and 26 initialed) is not received by Seller on or before 5:00 P.M. according to the time standard applicable to the city of Los Angeles on the date of July 7, 2006, it shall be deemed automatically revoked, and if Seller has not signed this offer by 5:00 P.M. on July 20, 2006, it shall be deemed automatically revoked. 16.2 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 of a duly executed writing unconditionally accepting the last outstanding offer or counteroffer. Initials PA(:F R Initials 17. 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 $ 200,000.00. UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER. Buyer's Initials Seller's Initials 18. Miscellaneous. i8.i Binding Effect. This Agreement shall be binding on the Parties if signed and if the paragraphs requiring initials are initialed by both of the Parties. 18.2 Applicable Law. This Agreement shall be governed by the laws of the State of California. 18.3 Time of Essence. Time is of the essence of this Agreement. 18.4 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. is. 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. When the words "business days" are used, the term shall include Monday through and including Thursday, and shall exclude Friday, Saturday, Sunday, and all holidays, it being the long time practice of the City of Vernon to be closed on Fridays. 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. 20. Additional Provisions: See Addendum with Paragraphs 21 through 26. Initial¢ PA('F 7 Initials The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof. BUYER: Walters Wholesale Electric Co. and/or Assignee By: Name Printed: Title: Date: Address: Telephone: Facsimile: Email: Federal ID No. 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. Seller acknowledges receipt of a copy hereof and has delivered a signed copy to Buyer. SELLER: The City of Vernon By: Leonis C. Malburg, Mayor Attest: Bruce V. Maikenhorst, Jr. Acting City Clerk Approved As to Form By: Eric T. Fresch, City Attorney Address: 4305 Santa Fe Avenue Vernon, CA 90058 Telephone: 323-583-8811 Fax: 323-826-1438 Dated: Federal ID No.: 95-6000808 ini}iabt PA( F: R inifiaic Addendum to Standard Offer, Agreement And Escrow Instructions for Purchase of Real Estate Buyer: Walters Wholesale Electric Co. Seller: The City of Vernon Premises: 3375 E. Slauson Avenue, Vernon, California Dated: June 30, 2006 In the event of a conflict between the terms of the Standard Offer, Agreement and Escrow Instructions (the "Pre -Printed Agreement") and this Addendum, the terms of this Addendum shall control. Any initially capitalized term used in this Addendum that is not defined herein shall have the meaning ascribed to such term in the Pre -Printed Agreement. Collectively, the Pre -Printed Agreement and this Addendum are referred to as the "Purchase Agreement". 21. Buyer's Due Diligence: Other than those items to be provided or made available by Seller in accordance with Paragraph 7.1, all other inspections and reports shall be at Buyer's expense. Upon mutual execution of the Purchase Agreement and Buyer's delivery of certificates of insurance evidencing coverage as set forth below and as attached hereto as Exhibit "A", Buyer and its agents shall have access to the Property to allow for necessary inspections and testing; provided, however, that Buyer may not conduct any intrusive tests or borings without the prior written consent of the Seller, and provided further that Seller shall arrange any such testing so that a representative of Seller will be present at the testing. Buyer shall deliver to Seller any analyses, tests, reports, or studies prepared by or for Buyer in connection with the Property. Prior to entering upon the Property, Buyer shall (i) procure, pay for and keep in full force and effect until the Closing or earlier termination of this Purchase 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 until the Closing or earlier termination of this Purchase Agreement, or require Buyer's environmental consultants to procure, pay for and keep in full force and effect for such period, 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, and (iii) procure, pay for and keep in full force and effect until the Closing or earlier termination of this Purchase Agreement, such other coverage as is described in Exhibit "A" hereto. All of such policies (except for the Workers' Compensation policy) shall name Seller as an additional insured party, and shall comply with the other provisions of requirements set forth in Exhibit "A" hereto, and Buyer shall provide Seller with certificates of insurance evidencing such insurance. The certificates of insurance shall be delivered to Willard Yamaguchi, Esq., Chief Deputy City Attorney, at 4305 Santa Fe Avenue, Vernon, California 90058. Notwithstanding any provisions of this Purchase 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: 01910/0032 141516.1 (a) Buyer and its consultant shall submit a proposed work plan ("Work Plan") to Seller prior to commencing the proposed work and Seller shall have ten (10) business days after receipt of such Work Plan to object and/or suggest modifications to the Work Plan. In the event Seller objects and/or suggests modifications to the Work Plan, Buyer and Seller shall attempt to reach agreement on a mutually acceptable Work Plan, both parties acting diligently and in good faith. If the parties are unable to agree upon an acceptable Work Plan, either party may terminate this Purchase Agreement by written notice to the other within ten (10) days after reaching such impasse. If the parties are able to agree upon an acceptable Work Plan, Buyer shall proceed with such Work Plan in accordance with this Paragraph 21. Any changes to the agreed upon Work Plan shall be subject to approval by Seller, which shall not be withheld unreasonably. (b) Seller, its agent(s) and/or consultant(s) shall have the right to accompany Buyer and its consultants on all inspections of the Property 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, and so long as Seller pays for its share of such split samples. (c) 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 Paragraph 24 below. (d) 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 within five (5) days after receipt of same. 22. Condition of Property: Seller shall deliver the Property to Buyer at the Close of Escrow in its "AS IS" condition, with all defects and/or environmental impairments accepted with no offset against the Purchase Price. As a material inducement to the execution and delivery of the Purchase Agreement by Seller and the performance by Seller of its duties and obligations hereunder, Buyer does hereby acknowledge, represent, warrant and agree, to and with Seller that, subject to any express representations and warranties set forth in. the Purchase Agreement and subject to law: (a) Buyer is purchasing the Property in its "AS -IS", "WHERE IS" condition; (b) Seller shall have no obligation to repair or correct any faults, defects, or conditions with respect to the Property; (c) by the expiration of the Due Diligence Period, Buyer shall have undertaken all such physical inspections and examinations of the Property as Buyer deems necessary or appropriate under the circumstances, and Buyer is not relying upon any representations or warranties of Seller (other than those expressly set forth in the Purchase Agreement); and (d) except for the representations and warranties set forth in the Purchase Agreement, Seller is not making and has not made any warranty or representation with respect to all or any part of the Property as an inducement to Buyer to enter into this Purchase Agreement and thereafter to purchase the Property or for any other purpose. Except for the obligations, agreements, representations, warranties, and indemnities set forth in this Purchase Agreement, Buyer hereby releases Seller from any and all rights and claims that Buyer may on its own allege, assert, or have against Seller with respect to the condition of the Property. 2 01910/0032 141516.1 23. Role of City Health Department: It is understood that nothing in this Purchase 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 Purchase Agreement. 24. Confidentiality: All documents provided to Buyer by Seller or its agents, or that Buyer obtains during the Due Diligence Period that are not otherwise public are confidential and are referred to herein as the "Confidential Documents". 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 Paragraph 24; provided, however, that Buyer may provide copies of the Confidential Documents to its accountants, attorneys, consultants, professional advisors, and employees with a need to know (collectively, the "Permitted Recipients") without obtaining the consent of Seller and without obtaining written assurances concerning compliance with the confidentiality provisions set forth herein. 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. 25. Exchange: The parties agree to cooperate with one another, at no cost, liability or expense to the cooperating party, to enable each to accomplish an exchange transaction under Section 1031 of the Internal Revenue Code and to perform any and all further acts as are reasonably requested to effectuate such an exchange. The foregoing notwithstanding, the party requesting the cooperation shall not be released from its obligations under this Purchase Agreement on account of any such assignment nor shall the scheduled Closing Date be extended on account of any such exchange. 26. ARBITRATION OF DISPUTES: 26.1 USE OF JAMS. THE PARTIES AGREE THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF OR RELATING TO ANY INTERPRETATION, CONSTRUCTION, PERFORMANCE, TERMINATION OR BREACH OF THIS PURCHASE AGREEMENT OR THE PURCHASE OF THE PROPERTY BY BUYER WILL BE SETTLED BY FINAL AND BINDING ARBITRATION BY A PANEL OF ARBITRATORS TO BE HELD IN LOS ANGELES COUNTY, CALIFORNIA, IN ACCORDANCE WITH THE RULES OF THE JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. ("JAMS"). WITHOUT LIMITING ANY OTHER PROVISION HEREIN, THIS PARAGRAPH 26 SHALL SURVIVE THE TERMINATION OF THIS PURCHASE AGREEMENT AND WILL APPLY TO ANY CLAIM, DISPUTE, OR CONTROVERSY THAT ARISES DURING OR AFTER THE TERMINATION OF THIS PURCHASE AGREEMENT. 3 01910/0032 141516.1 26.2 PROCEDURE. THE ARBITRATION SHALL TAKE PLACE BEFORE A PANEL OF THREE RETIRED JUDGES OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA (THE "ARBITRATORS") UNDER THE AUSPICES OF JAMS. SUCH ARBITRATION SHALL BE INITIATED BY THE PARTIES, OR EITHER OF THEM, WITHIN TEN (10) CALENDAR DAYS AFTER EITHER PARTY SENDS NOTICE OF A DEMAND TO ARBITRATE (THE "ARBITRATION NOTICE") TO THE OTHER PARTY AND TO JAMS. THE ARBITRATION NOTICE SHALL CONTAIN A DESCRIPTION OF THE SUBJECT MATTER OF THE ARBITRATION, THE DISPUTE WITH RESPECT THERETO, THE AMOUNT INVOLVED, IF ANY, AND THE REMEDY OR DETERMINATION SOUGHT. 26.3 SELECTION OF ARBITRATORS. EACH PARTY SHALL SELECT A RETIRED JUDGE FROM THE JAMS PANEL, AND THE TWO SELECTED JUDGES SHALL MUTUALLY AGREE ON THE THIRD RETIRED JUDGE FROM THE JAMS PANEL. IF ONE OF THE PARTIES DOES NOT SELECT A RETIRED JUDGE FROM THE JAMS PANEL WITHIN 14 CALENDAR DAYS AFTER RECEIPT OF THE ARBITRATION NOTICE, JAMS WILL SELECT THE SECOND JUDGE, AND THE JUDGE SELECTED BY JAMS AND THE JUDGE SELECTED BY THE OTHER PARTY WILL SELECT THE THIRD JUDGE FOR THE PANEL. THE THIRD JUDGE IS TO BE SELECTED WITHIN 10 CALENDAR DAYS FOLLOWING THE SELECTION OF THE FIRST TWO JUDGES. THE THREE JUDGES WILL TOGETHER SERVE AS THE ARBITRATORS. IN THE EVENT OF ANY SUBSEQUENT VACANCIES OR INABILITIES TO PERFORM AMONG THE ARBITRATORS APPOINTED, THE ARBITRATORS INVOLVED SHALL BE REPLACED IN ACCORDANCE WITH THE PROVISIONS OF THIS PARAGRAPH 26.3 AS IF SUCH REPLACEMENT WAS AN INITIAL APPOINTMENT TO BE MADE UNDER THIS PARAGRAPH 26.3 WITHIN THE TIME CONSTRAINTS SET FORTH IN THIS PARAGRAPH 26.3, MEASURED FROM THE DATE OF NOTICE OF SUCH VACANCY OR INABILITY TO THE PERSON OR PERSONS REQUIRED TO MAKE SUCH APPOINTMENT. 26.4 THE DECISION. ANY PARTY MAY BE REPRESENTED BY COUNSEL OR OTHER AUTHORIZED REPRESENTATIVE. IN RENDERING A DECISION(S), THE ARBITRATORS SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE PARTIES ACCORDING TO THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF CALIFORNIA AND THE TERMS OF THIS PURCHASE AGREEMENT. THE DECISION OF THE ARBITRATORS SHALL BE BASED ON THE EVIDENCE INTRODUCED AT THE HEARING, AND SHALL BE BASED ON, AND ACCOMPANIED BY, A WRITTEN STATEMENT OF DECISION EXPLAINING THE FACTUAL AND LEGAL BASIS FOR THE DECISION AS TO EACH OF THE PRINCIPAL CONTROVERTED ISSUES. THE AGREEMENT OF TWO OF THE THREE ARBITRATORS AS TO THE RESOLUTION OF THE DISPUTE SHALL BE A CONCLUSIVE RESOLUTION. THE ARBITRATORS SHALL DELIVER THE WRITTEN DECISION TO THE PARTIES WITHIN 30 CALENDAR DAYS FOLLOWING THE DATE OF THE SELECTION OF THE LAST OF THE ARBITRATORS. THE DECISION SHALL BE CONCLUSIVE AND BINDING, AND IT MAY THEREAFTER BE CONFIRMED AS A JUDGMENT BY THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, SUBJECT ONLY TO CHALLENGE ON THE GROUNDS SET FORTH IN THE CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1286.2. THE VALIDITY AND ENFORCEABILITY OF THE DECISION OF THE ARBITRATORS IS TO BE DETERMINED EXCLUSIVELY BY THE CALIFORNIA COURTS. THE ARBITRATORS SHALL HAVE THE AUTHORITY TO 4 01910/0032 141516.1 GRANT EITHER PARTY ALL REMEDIES OTHERWISE AVAILABLE BY LAW, INCLUDING INJUNCTIONS. 26.5 PAYMENT OF ARBITRATORS. THE NON -PREVAILING PARTY SHALL PAY THE COSTS OF ALL ARBITRATORS AND THE ARBITRATION PROCESS. 26.6 NOTICE OF WAIVER. BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE `ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE `ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURES. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE `ARBITRATION OF DISPUTES' PROVISION T NEUTRAL ARBITRATION. BUYER'S INITIALS SELLER'S INITIALS Executed as of the date first above written. SELLER: The City of Vernon By: Leonis C. Malburg, Mayor Attest: Bruce V. Malkenhorst, Jr. Acting City Clerk Approved As to Form By: Eric T. Fresch, City Attorney 5 01910/0032 141516.1 BUYER: Walters Wholesale Electric Co. LOW Printed Name Its: LO Printed Name Its: 6 01910/0032 141516.1 EXHIBIT A PURCHASE AND SALE AGREEMENT WALTERS WHOLESALE ELECTRIC COXITY OF VERNON INSURANCE SCHEDULE The Buyer and its contractor shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): Coverage and Limits Hazards Automobile Liability Owned Automobiles 1. Hired Automobiles 2. Non -Owned Automobiles Workers' Compensation Employers' Liability 2. Liabilily Premises Operations Elevators (if applicable) Independent Contractors Products - Completed Operations Contractual Liability Umbrella Liability Bodily Injury Each Person Each Accident $500,000 $500,000 $500,000 $ Statutory $1,000,000 $1,000,000 $1,000,000 $1,000,000 per employer $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 Property Damage Each Accident $500,000 $500,000 $500,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under the City of Vernon permit and specifying the activities covered. 4. Such other endorsement as may be required by addendum hereto. 5. A copy of your general and umbrella insurance policy declarations page. 6. Copy of schedule of forms of endorsements. 7 01910/0032 141516.1 ep qz`o c��a3 RISK MANAGEMENT OFFICE INTER -DEPARTMENT MEMORANDUM DATE: July 12, 2006 TO: Nelly Giron Deputy City Clerk FROM: Willard G. Yamaguchi Chief Deputy City Attorney/Acting Risk Manager�,1 RE: Walters Wholesale Electric, Inc. �VV Please be advised that the above referenced has provided acceptable insurance coverage. Attached for your retention are original insurance certificates and related policies, declarations and/or endorsements for the above -referenced insured that were issued by: • Zurich American Insurance Company (General Liability, Automobile Liability, and Workers Compensation) • Federal Insurance Company (Chubb Group) Excess Liability This concerns the Addendum to Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (3375 E. Slauson Avenue). WY/kr mamn, ino. 6/29/2006 4:00 PM PAGE 2/002 Eastern Time Zone - t:ERT1fM+YME NIRTBER _ CH1-0014986�SLi1 PROEM MARSH USA, INC. NAMSANCE CENTER. SUITiE 2100 DE71tOiT, Ml A8243 Aft ANTando 14m2r. r amem - Fu:ma TND CUTRICATE NI ISSTN!D AS ANATTER OF NFORNATION ONLY MD GOIMiRS NO RWWS NPON TIE rA: MMATE IM UER CIM TMTNOSE PROVIDED N THE PO=. IRIS SENTSaM M DOES NOT MEMO. EMNO NM LATER IN 60KRAM pFFOEDED �I Tiifi P4Lliit D6:dlIOI� NiRMN G-MPANIES AFPORDINS COV RAO cWPANY A ZURICH AMERICAN INSURANCE COMPANY NNiREO WALESM VAC EI.E 'Me CO. 2828 TEMPLE AVENUE LONG KMH, CA SI W cmWJ NY 8 N44 COWAN C FEE>EAALINSURWECOMPANY(OHU88GROUP) cowjw D NIA T-18 N To CBnW TKff POWIN CF ININRfffM DE3MMM MOM I-Ae BEEN 89UW TO TI-E INAWD NAMED HOWN FOR T-e PCLILY PMOO INXCATEO %'ffm NSfANDNO ANYww RrmUlw.T m OR CG1KWnM GF ANY c=mA= OR cnm Domaw Tvmw nagmaTOYN1 m rr- cmTFr-$.m MAY irz Isom OR MAY' iTAi6f; T-161N9{NiAVCN JFRP#� BY TEE WTUGIESDE31'7i18® FRIigN IS B.IM£Ci TYS 1r,171-M T i?` 0G0.GIilONS RfD laT4q4T6 pN8 CF &M IDOM 8 AGOWW E2 -U=a4GV tMJWI-AVEBEEN DRYPAOCLAMA L R TYKE OF NUMANCE POLE NIr/1BER ►OLMN KFFEGRV$ ►OLICY NSPIRATI� LWITS od►TepINrDDrwi Dxrapw�Twm A W RAL LVAL/1Y X r vwaa7A uFN=?Y jimimr ,11 0.ammo ® cow X iJANGn&cd`ITRACTm' mom X taLOE800E1814 011olm 01Ni107 LEN�IH_l1 11 2,000,006 PR07L4T8-t�Ai+AA6 IF At�M� PERaaMA &ADV WJURY s f lookow o4woomr"REM FM0AMA0E• Aa•Na '_ Wpm mWW(ftruk• wd $ !1%'o0o AUTDNONILELNIRLITY A X ANYAurO 8APB600'E60A9 ofN3f/f16 OiloiloT COar w8NRLEUNNi f,00D,00D EODLYMM, ALLOYVaL� AJTp$ SCHEM M AUTM �6LYN.LNL� C'��I MRSOAUTOS NCA-OMN�AUTCB PRWRLTYDINIA�i � OARABEt1ABRl1Y AITOONLY-EAACCOW ti MURINAMAL1700 %EA IWAR'O AxTCREBIDL S a:s LIaARJTY EALtt acxL�Nc`c S C X ULIMU.AFOW 01A)IM 01101107 AGUM"TH $ 2, � $ dnffi THAN UYNRELLA1 PWVERWLmLrjy- A VYC8000N7 t4 0lASiWfi Of/01107 1,0A00D T-IEPROMIUM ROUTNE X N1lt EL�UNNT CFR03W AFM p(q a Dla uw-Em- EMPLOYEE $ t,00o o0D DEifglTMfN aF O/E1TA a1LLOCA SPEDIN. r1EN8 �S.COpRUERTO TNDS. CITY F VERNON, PS OFFIGUAND EMPLOYEES AREDDMONAL ON�LnY AS RESPIQTS UAI Y ARSINfl OUT OF TW OPERATIONS OF THE INSUREO. a�1a3aOAN+reP navauaresaaaaaawa I1aaRMe nE wRaaDaws�aETa EawwuaeNaanssa�� A A TTIC N : JEFFREY SANITA R 'BF mmum Am"Nob omomm wu Emmw t TA SW. ame vmmm Ii001EE To Tw CoMm Ndaw MUM HW4% our MWE To ML a m mm as m wm No clum I0 iA 4M6SANTAFEAW VERNON, CA 90oPae aAUN xvop&A Wl aapw"Mum"ApfYNNNooINR\es. mcALFilxOa NBFHF�IKATNK;mv!F aa>4�a apwmaYfNNm aNl WAW. John 0 Hu* mill iiiiiiiiiiiiill"gl. --- --W -I - -11 VALD AS OF Marsh, Inc. 7/6/2006 10:44 AM PAGE 4/004 Eastern Time Zone POLICY NUMBER: GLC}68t MIG-14 COMMERCIAL GENERAL LIABILITY WAL'fERS WHOLESALE ELECTRIC, INC. CO 201010 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS -- SCHEDULED PERSON OR O RGAN RATION This endorsement modifies insumnoe provided under the following: OOMMERCiAL. GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: CITY OF VERNON, ITS OFFICERS, AND EMPLOYEES As required by agreement or contract It required by contract, this ooverage shall be primary and my insurance maintained by lire Additional Insured will apply on an excess basis; however, In no event will this Additional Insured Coverage extend beyond the terms and conditions of the written contract. (If no w*y appears above, Information required to complete this endorsem ni Wit be shown in the Declarations as applicable to this endorsement) A. Section 11— who Is An Insured is amended to include as an insured the person or organization shown In the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the Insurance afforded to these additional insureds, the following exclusion is added: 2 Exclusions This Insurance does not apply to -bodily in. jury' or "property damage° occurring attar: (1) Ali work, including materials, Parts or equipment furnished In connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional In- sured(s) at the she of the cowered opemEonw has been completed; or (2) That portion of `your work" out of which the injury or damage arises has been put Io its intended use by any person or organization other than another contractor or subcon- tractor engaged In performing op- erations for a principal as a part of the same project. CO 20 10 10 01 019© Properties, Inc.; 20M Page 1 of 1 COMMON POLICY DECLARATIONS Policy Number GLO 6800116-14 Renewal of Number GLO 6800116-13 Named Insured and Mailing Address Producer and Mailing Address Walters Wholesale Electric MARSH USA Company 600 RENAISSANCE CTR STE 2100 2825 Temple Avenue DETROIT NI 48243-1809 Signal Hill CA 90755 Producer Code 20125-000 Policy Period: Coverage begins 01-01-06 at 12:01 A.M.; Coverage ends 0 1 - 0 1 - 0 7 at 12:01 A.M. The named insured is ❑ Individual ❑ Partnership ® Corporation ❑ Other: This insurance is provided by one or more of the stock insurance companies which are members of the Zurich -American Irmwanoe Group. The company that provides coverage is designated on each Coverage Part Common Declarations. The company or companies providing this insurance may be referred to in this policy as 'The Company', we, us, or our. The address of fhe companies of the Zurich American insurance Group are provided on the next page. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE(S): GENERAL LIABILITY COVERAGE PREMIUM issued by ZURICH AMERICAN INSURANCE COMPANY MARSH 0ET.G� 7] APR 12 200E THIS PREMIUM MAY BE SUBJECT TO AUDIT. TOTAL $ This premium does not include Taxes and Surcharges. SEE INSTALLMENT SCHEDULE Taxes and Surcharges TOTAL $ The Form(s) and Endorsement(s) made a part of this policy at the time of Issue are listed on the SCHEDULE of FORMS and ENDORSEMENTS. Countersigned this day of Authorized R9W*9*r #m i tttSt DEC;t1►RATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE PART DECLARATIONS, COVERAGE PART FORM(S), FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. U-GU-Da65-A (03/94) Page 1 of i Ic crNues Chubb Commercial Excess And Umbrella Insurance Declarations Named Insured and Mailing Address WALTERS WHOLESALE ELECTRIC CO. 2825 TEMPLE AVENUE LONG BEACH, CA 90806 N}ARSM DETROIT MAR 1 4 2006 h+'% ;'g"y� 9'lz P yn+ Producer No. 0093535 Producer MARSH USA, INC 600 RENAISSANCE CT #2100 DETROIT, MI48243-0000 Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Policy Number 7983-33-04 Issued by the stock insurance company indicated below, herein called the company. FEDERAL INSURANCE COMPANY Incorporated under the laws of Indiana • ••�x�;,ra•.�.��asaxac�er Xraa�s:-ax,�ts::x.a • •. :awax�h .. :ar Policy Period . From: JANUARY 01, 2006 To: JANUARY 01, 2007 12:01 A.M. standard time at the Named Insured's mailing address shown above. • "ice. +•• ...."�.M•!SYk,"3.4}`i'7eiY.i�iISA'.f .. � .. ','F.�52C+XG?.":?-n'n N.,�"ia� •x :dtQ{4Cdi!}2XS3Sx{yS3€?3.! .. - .•y$r.. ..• Iki Premium $ Limits Of Insurance Excess Coverage Other Aggregate Limit (as applicable) $ Umbrella Coverages Aggregate Limit $ Products Completed Operations Aggregate Limit $ Advertising Injury and Personal Injury Aggregate Limit $ Each Occurrence Limit $ AuMorizadon In Witness Whereof, the company issuing this policy has caused this policy to be signed by its authorized officers, but this policy shall not be valid unless also signed by a duly authorized representative of the company. FEDERAL INSURANCE COMPANY Secretary Authorized March 8, 2006 Chubb Commercial Excess And Umbrella Insurance last page Form 07-02-0817 (Rev. 7-01) Declarations Page 1 PL,. sy Number GLO 6800116-14 SCHEDULE OF FORMS AND ENDORSEMENTS ZURICH AMERICAN INSURANCE COMPANY Named insured Walters Wholesale Electric Effective Date: 01-01-06 12:01 A.M., Standard Time Agent Name MARSH USA Agent No. 2 012 5-000 COMMON POLICY FORMS AND ENDORSEMENTS U-GU-630-A 11-02 DISCLOSURE NOTICE/TERROR RISK INS ACT U-GU-D-365-A 03-94 POLICY COMMON DECLARATIONS U-GU-319-E 05-96 IN WITNESS CLAUSE U-GU-406-A 07-94 INSTALLMENT PREMIUM SCHEDULE U-GU-619-A CW 10-02 SCHEDULE OF FORMS AND ENDORSEMENTS IL 00 17 11-98 COMMON POLICY CONDITIONS IL 00 21 07-02 NUCLEAR ENERGY LIABILITY EXCLUSION ENDT IL 02 70 11-04 CA CHANGES - CANCELLATION & NONRENEWAL U-GU-298-A CW 02-92 CANCELLATION BY US IL 00 03 07-02 CALCULATION OF PREMIUM GENERAL LIABILITY FORMS AND ENDORSEMENTS CG 00 62 12-02 WAR LIABILITY EXCLUSION UGL1171ACW 07-03 FUNGI OR BACTERIA EXCLUSION U-GL-1178ACW 07-03 ASBESTOS EXCLUSION ENDORSEMENT U-GL-441-B CW 12-01 AIRCRAFT PROD., GROUNDING & TESTING EXCL U-GL-D-1115-A CW 10-02 COMM GENERAL LIABILITY COVERAGE SUPP DEC U-GL-D-851-A-CW 07-96 EMPLOYEE BENEFITS LIAR (OCCURRENCE) COV CG 00 01 10-01 COMMERCIAL GENERAL LIABILITY COV FORM CG 20 10 10-01 ADDITIONAL INSURED-OWNERS,LESSEES OR CG 20 15 11-88 ADDL INSD-VENDORS CG 20 28 11-85 ADDL INSD-LESSOR OF LEASED EQUIPMENT CG 21 47 07-98 EMPLOYMENT -RELATED PRACTICES EXCLUSION CG 21 55 09-99 TOTAL POLLUTION EXCL. WITH HOSTILE FIRE CG 25 04 03-97 DESIGNATED LOCATIONS GENERAL AGGREGATE U-GL-851-A CW 07-96 EMPLOYEE BENEFITS LIAB (OCCURRENCE) COV U-GL-852-A CW 07-96 E14PL BENEFITS LIAB (OCCURRENCE) DED ENDT U GL113B 04-89 NONOWNED WATERCRAFT COVERAGE UG L113B 04-89 KNOWLEDGE OF OCCURRENCE UGL 113B 04-89 REPRESENTATIONS CONDITIONS UGL1 13B 04-89 WAIVER OF SUBROGATION UGL1-13B 04-89 FELLOW EMPLOYEE COVERAGE UGL11 3B 04-89 BROAD FORM NAMED INSURED UGL11-3B 04-89 NOTICE OF ERROR IN CLAIMS REPORTING UGL113 B 04-89 ACCOUNT RATE COMPUTATION UGL113-B 04-89 INCIDENTAL MEDICAL MALPRACTICE UGLI195BCW 06-04 NOTIFICATION ENDT RELATED TO FUNGUS UGL1203ACW 04-04 POLLUTION LIABILITY EXCLUSION U-GU419-A CW (10/02) . Best's Rating Center - Company Information for Zurich American Insurance Company Pagel of 2 Rating Center I kMlu*Y Research Ratings Definitions ► Search Bestt Ratings 1 Press Releases Related Products liridustry & Regional Courtry Risk How to Gd Rated monnno Contact an Analyst View Ratings: Financial Stre_gth Issuer Credit Securities Ac i1qed Search Other Web Centel Zurich American Insurance Company (a member of Zurich Financial Services Group) Assigned to companies that A.M.Best #: 02663 NAIL #: 16636 FEIN #: 364233469 have, in our opinion, an Ili Address:1400 American Lane Phone: 847-605-6000 excellent bligat to meet their �- ongoing obligations to Schaumburg, IL 60196-1056 Fax: 847-605-6011 policyholders. �~ Web: www.zurichna.com Best's Ratings Financial Strength Ratings view Definitions Rating: A (Excellent) Affiliation Code: g (Group) Financial Size Category: XV ($2 billion or more) Outlook: Stable Action: Affirmed Effective Date: February 03, 2006 * Denotes Under Review Best's Ratings Issuer Credit Ratings View _Definitio Long -Term: a+ Outlook: Stable Action: Upgraded Date: February 03, 2006 Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M. Best Grou f Best's Company Report - includes Besrs Financial Strength Rating and rationale along witl analytical commentary, detailed business overview and key financial data. _ Report Revision Date: 02/03/2006 (represents the latest significant change). Historical Reports are available in Best's Company Report Archive. -. Beeft Executive Summary Reports (Financial Overview) -available in three versions, the ? style reports feature balance sheet, income statement, key financial performance tests incluc liquidity and reserve analysis. Data Status: 2006 Best's Statement File - P/C, US. Contains data compiled as of 6/5/2006 Checked). • Single Company - five years of financial data specifically on this company. • Comparison - side -by -side financial analysis of this company with a peer group of up to companies you select. • Con i _ - evaluate this company's financials against a peer group composite. Report average and total composite of your selected peer group. Note: Adobe Reader is required to view the reports listed above. This software is available fi Systems Inc. An Excel export option is also available once the report has been opened usinf Best's Key Rating Guide Presentation Report - includes Besfs Financial Strength Rating as provided in Best's Key Rating Guide products. Data Status: 2004 Financial Data (Quality Cross checked). Financial and Analytical Products Best's Pro�erty/CasuaCenter-_Premium_Data & Resorts Best's _Key Ratinq Guide - P/C US &._Canada Best's Statement File -__PIC US Best's Statement File - Global http://www3.ambest.com/ratings/FullProfile.asp?BI=O&AMBNum=2563&AItSrc=1 &AItN... 7/5/2006 Besfs Rating Center - Company Information for Federal Insurance Company Page I of 2 1 Ratm Center I Industry Research Ratings Definbans ► Search Bestt Rates Press Reuses Related Products Industry & R mal I Country Risk How to Get Rated View Ratings: Financial Strength Issuer Credit Securities Advanced Search Other Web Centei Federal Insurance Company (a member of Chubb,Qrouo of insurance�m�anies) view_securities for related issuers) Assigned to companies that A.M.Best4k 02084 NAIL #: 20281 FEIN #: 131963496 have, in our opinion, a superior Phone: 908-903-2525 ability to meet their ongoing } Address: P.O. Box 1615 obligations to policyholders Warren, NJ 07061-1615 Fax: 908-903-3805 web: www.chubb.com BesVs Ratings Financial Strength Ratings View Definitions Rating: A++ (Superior) Affiliation Code: g (Group) Financial Size Category: XV ($2 billion or more) Outlook: Stable Action: Affirmed Effective Date: March 02, 2006 * Denotes Under Review Best's Ratings Issuer Credit Ratings View t)efnitio Long-Term:aa+ Outlook: Stable Action: Affirmed Date: March 02, 2006 Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M. Best Grour .., Best's Company Report - includes Best's Financial Strength Rating and rationale along witl analytical commentary, detailed business overview and key financial data. Report Revision Date: 05/26/2006 (represents the latest significant change). Historical Reports are available in Best's Company Report Archive. r' Best's Executive Summary Reports (Financial Overview) - available in three versions, th+ ice! style reports feature balance sheet, income statement, key financial performance tests incluc liquidity and reserve analysis. Data Status: 2006 Bestss Statement File - P/C, US. Contains data compiled as of 6/5/2006 Checked). • Single Company - five years of financial data specifically on this company. • Comparison - side -by -side financial analysis of this company with a peer group of up to companies you select. • Composite -evaluate this company's financials against a peer group composite. Report average and total composite of your selected peer group. Note: Adobe Reader is required to view the reports listed above. This software is available fi Systems Inc. An Excel export option is also available once the report has been opened usinc kam Best's Key Rating Guide Presentation Report - includes Best's Financial Strength Rating as provided in Best's Key Rating Guide products. Data Status: 2004 Financial Data (Quality Cross Checked). Financial and Analytical Products ; Best's _Proper ty/Casualty_Center -__Premium Data_&_Reports Best's Key_Ra#WGuide - P/C US_& Canada Best's Statement File_- P/C t)S Best's Statement File - Global http://Www3.ambest.comlratingsIFullProfile.asp?BI=O&AMBNum=2084&A1tSrc=1 &AItN... 7/5/2006 CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro -Tern WM. "BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL McCORMICK Councilman August 3, 2006 WA mr 4305 Santa Fe Avenue, Vernon, California 90058 telephone (323) 583-8811 Ms. Tina DeBow Senior Escrow Officer North American Title Company 520 N. Brand Blvd. Glendale, CA 91203 Re: Escrow No. 228027-TD Seller: City of Vernon Buyer: Walters Wholesale Electric Co. Property: 3375 E. Slauson Dear Ms. DeBow: SOL BENUDIZ Police Chief MARK C. WHITWORTH Acting Fire Chief LEWIS J. POZZEBON Director of Environmental Health S. KEVIN WILSON Director of Community Services SHARON L. DUCKWORTH Acting City Treasurer Enclosed please find a copy of Resolution No. 9093 adopted by the City Council on July 5, 2006, authorizing the sale of the above -referenced property. If you have any questions respecting this matter, please do not hesitate to contact me. Very my yours, J arrison C ief Assistant City Attorney jl Enclosure cc: Bruce V. Malkenhorst, Jr., Acting City Clerk (w/o Encl.) Sandra Slon, Esq. (w/Encl.) ldxduglvcl� wubuorial �. g09-3 JUN► 2 7 Z55, RECORDING REQUESTED BY LandAmerica Lawyers Title WHEN RECORDED MAIL TO: The City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Bruce V. Malkenhorst, Jr. OUPY Of DOMM-rt Rocorded uru— �,,'s '•SR* se•^.tYw fig } ter$ S3c�5 ara:3r3i !�i"`; sF'`ed 2rP -.,7lip 1,?' 1•e ii-w $t4ra i airne ri,;;F' 14e:'t,Ersv.iS`i 1s:Sao Adau;x' s�sae?�:xxt�s'�e MAIL TAX STATEMENTS TO: Exempt THE SPACE ABOVE IS FOR RECORDER'S USE GRANT DEED APN: 6310-004-900 Escrow No.: 09400359-904-LA Title No.: 09501568 DOCUMENTARY TRANSFER TAX IS NONE — NOT REQUIRED SEC. 11922 REVENUE TAXATION CODE. FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, The Redevelopment Agency of The City of Vernon (the "Grantor") HEREBY GRANT(S) TO: The City of Vernon, a body corporate and politic (the "Grantee") All of its right, title, and interest in and to the following described real property, in the City of Vernon, County of Los Angeles, State of California: Legal description attached hereto and made a part hereof as Exhibit "A". Commonly known as 3375 E. Slauson Avenue, Vernon, California 90023 01910/0032 137884.1 The Property is accepted subject to the following covenant required by the Redevelopment Agency of the City of Vernon: The Grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the Grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. Date: 5111 i(p , 2006 "Grantor": The Redevelopment Agency of the City of Vernon By: a LeonirC. Malburg, Chai V Malkenhorst, Jr. Approved As to Form: Karns & Karabian, General Counsel By: Name:t f effIarrison 01910/0032 137884.1 STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) ON 25-11,lo6 , BEFORE ME, NOTARY PUBLIC, PERSONALLY APPEARED dN !S PERSONALLY KNOWN TO ME (OR PRAVED TO BE THE PERSON( WHOSE NAME�S) IS/A-RE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/S fEff IEY EXECUTED THE SAME IN HIS/HEP4TH-RR AUTHORIZED CAPACITY(), AND THAT BY HISIH-Ei I E SIGNATURE) ON THE INSTRUMENT THE PERSON{-S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSONS ACTED, EXECUTED THE INSTRUMENT. TNESS MY HAND AND OFFICIAL SEAL. (Signature of Notary Public) a • • (NOTARY SEAL) 01910/0032 137884.1 EXHIBIT A LEGAL DESCRIPTION OF 3375 EAST SLAUSON AVENUE VERNON, CALIFORNIA 01910/0032 137884.1 EXHIBIT win "LEGAL DESCRIPTION41 THAT PORTION OF THE RANCHO SAN ANTONIO IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA BEING A PART OF THE HOLDINGS OF THE INDUSTRIAL CENTRE CORPORATION, AS PER DEED RECORDED IN BOOK 6744, PAGE 36 OF DEERS, RECORDS OF LOS ANGELES COUNTY, STATE OF CALIFOR.NIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT SOUTH 89° 57' 01" EAST NINE HUNDRED TWELVE AND FIFTEEN HUNDREDTHS FEET (912.15) FROM THE SOUTHEAST CORNER -OF THE LAND CONVEYED TO SYLVESTER L. WEAVER, AS PER DEED RECORDED IN BOOK 753, PAGE 18 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEING ON A NORTHERLY LINE OF SLAUSON AVENUE PRODUCED EASTERLY; THENCE NORTH 10 070' 43" WEST SIX HUNDRED THIRTY—THREE AND SIXTY—FOUR HUNDREDTHS (633.64) FEET, THENCE 'NORTHWESTERLY ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST, WITH A RADIUS OF TWO HUNDRED SEVENTY—SEVEN AND NINE HUNDRED THIRTY—NINE THOUSANDTHS FEET (277.939) FEET AND A CENTRAL ANGLE OF 690 48r 56" THREE HUNDRED THIRTY-EIGHT AND SIXTY—SEVEN HUNDREDTHS FEET; THENCE NORTH 700 56' 39" WEST TWENTY AND THREE HUNDRED FORTY—FOUR THOUSANDTHS FEET, THENCE NORTHWESTERLY ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST, WITH A RADIUS OF FOUR HUNDRED FIFTY—ONE AND THREE HUNDRED EIGHTY-FOUR THOUSANDTHS FEET AND A CENTRAL ANGLE OF 8. 10' 16" SIXTY-FOUR AND THIRTY-SEVEN HUNDREDTHS FEET, THENCE -NORTH 100 531 05" EAST ONE AND FIFTY HUNDREDTHS FEET TO THE SOUTHWESTERLY RIGHT OF WAY LINE OF THE LOS ANGELES AND SALT LAKE RAILROAD, THENCE SOUTH 799 061 55" EAST ONE HUNDRED SIXTY=THREE AND FIFTY—FOUR HUNDREDTHS FEET, ALONG THE SOUTHWESTERLY RIGHT OF WAY LINE OF THE LOS ANGELES AND SALT LAKE RAILROAD TO THE WEST LINE OF THE LAND DESCRIBED IN DEED RECORDED IN BOOK 1647, PAGE 1671 OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WEST LINE OF THE LAND DESCRIBED IN SAID DEED, SOUTH 10. 53. 05" WEST ONE AND FIFTY HUNDREDTHS FEET; THENCE STILL ALONG SAID WESTERLY LINE SOUTHEASTERLY ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST WITH A RADIUS OF FOUR. HUNDRED FIFTY ONE AND THREE HUNDRED EIGHTY-FOUR THOUSANDTHS FEET, SIXTY—FOUR AND THIRTY—SEVEN HUNDREDTHS FEET, THENCE zSOUTH 70. 561 39" EAST TWENTY AND THREE. HUNDRED FORTY—FOUR THOUSANDTHS FEET, THENCE SOUTHEASTERLY ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST WITH A RADIUS OF TWO HUNDRED SEVENTY—SEVEN AND NINE HUNDRED THIRTY—NINE_ THOUSANDTHS FEET AND A CENTRAL ANGLE OF 690 48' 56", 338.67 FEET; THENCE SOUTH 1° 071 43" EAST 602.61 FEET TO THE SOUTHWEST CORNER OF THE LAND DESCRIBED IN SAID LAST MENTIONED DEED, THENCE NORTH 89- 57. 01" WEST 160 FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION OF SAID LAND LYING NORTHERLY OF THAT CERTAIN. SOUTHERLY LINE OF PARCEL 2 OF PARCEL MAP NO. 16858, FILED IN BOOK 177 PAGE 63 OF PARCEL MAPS -OF SAID COUNTY, HAVING A BEARING OF NORTH 890'56' 39" WEST AND A LENGTH OF 160.46 FEET. 60-04993-62 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by Grant Deed dated 11 , 2006, from The Redevelopment Agency of the City of Vernon ("Agency"), a political corporation and/or governmental agency, to the City of Vernon, a political corporation and/or governmental agency, for the property commonly known as 3375 E. Slauson Avenue, Vernon, California, is hereby accepted by the undersigned officer(s) on behalf of the City Council of said City pursuant to authority conferred by Resolution No. 8257 of the City Council of said City adopted on August 6, 2003, and the City consents to the recordation thereof by its duly authorized officer(s). Date:�� _ City of Vernon t Lteonis C. Malbu& Mayor VL ATITEM V/Malkenhorst. Jr. ty Clerk APPROVED AS TO FORM: Eric T. Fresch, py Attorney Property: Assessor's Parcel No. 6310-004-900 01910/0032 137884.1